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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A
 (Amendment No. 1)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the fiscal year ended December 31, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from __________ to _________.
 Commission File Number 000-51064
 GREAT WOLF RESORTS, INC.
  
 Delaware
(State or other jurisdiction of incorporation or organization)
    
    51-0510250
(I.R.S. Employer Identification Number)525 Junction Rd. Suite 6000 South, Madison, Wisconsin
(Address of principal executive offices)
    
    53717
(Zip Code)
 registrants telephone number, including area code: 608-662-4700
Securities registered pursuant to Section 12(b) of the Act: None
 Securities registered pursuant to Section 12(g) of the Act:
 Title of class
    
    Name of each exchange on which registeredCommon Stock, par value $0.01 per share
    
    NASDAQ Global Market
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  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a Smaller reporting company)
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   Documents Incorporated by Reference:




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TABLE OF CONTENTS  ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESINDEX TO EXHIBITSSIGNATURESEX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  Explanatory Note




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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   
 INDEX TO EXHIBITS
  ExhibitNumber
    
    Description3.1
    
    
    Form of Amended and Restated Certificate of Incorporation for Great Wolf
Resorts, Inc. dated December 9, 2004 (incorporated herein by reference to
Exhibit 3.1 to the Companys Registration Statement on Form S-1 filed
August 12, 2004)3.2
    
    
    Form of Amended and Restated Bylaws of Great Wolf Resorts, Inc. effective
September 12, 2007 (incorporated herein by reference to Exhibit 4.1 to the
Companys Current Report on Form S-1 filed September 18, 2007)4.1
    
    
    Form of the Common Stock Certificate of Great Wolf Resorts, Inc.
(incorporated herein by reference to Exhibit 4.1 to the Companys
Registration Statement on Form S-1 filed October 21, 2004)4.2
    
    
    Junior Subordinated Indenture, dated as of March 15, 2005, between Great
Wolf Resorts, Inc. and JPMorgan Chase Bank, National Association, as
trustee (incorporated herein by reference to Exhibit 4.1 to the Companys
Current Report on Form 8-K filed March 18, 2005)4.3
    
    
    Amended and Restated Trust Agreement, dated as of March 15, 2005, by and
among Chase Manhattan Bank USA, National Association, as Delaware trustee;
JPMorgan Chase Bank, National Association, as property trustee; Great Wolf
Resorts, Inc., as depositor; and James A. Calder, Alex G. Lombardo and J.
Michael Schroeder, as administrative trustees (incorporated herein by
reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed
March 18, 2005)4.4
    
    
    Junior Subordinated Indenture, dated as of June 15, 2007, between Great
Wolf Resorts, Inc. and Wells Fargo Bank, N.A., as trustee (incorporated
herein by reference to Exhibit 4.1 to the Companys Current Report on Form
8-K filed June 19, 2007)




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ExhibitNumber
    
    Description4.5
    
    
    Amended and Restated Trust Agreement, dated as of June 15, 2007, by and
among Great Wolf Resorts, Inc., as depositor, Wells Fargo Bank, N.A., as
property trustee, Wells Fargo Delaware Trust Company, as Delaware trustee,
and James A. Calder, Alex P. Lombardo and J. Michael Schroeder, as
administrative trustees (incorporated herein by reference to Exhibit 4.2
to the Companys Current Report on Form 8-K filed June 19, 2007)4.6
    
    
    Note Purchase Agreement dated as of March 30, 2010, by and among (i) GWR
Operating Partnership, L.L.L.P., a Delaware limited liability limited
partnership (GWR OP), and Great Wolf Finance Corp., a Delaware
corporation, (ii) Mason Family Resorts, LLC, Great Wolf Lodge of
Grapevine, LLC and Great Wolf Williamsburg SPE, LLC, (iii) Great Wolf
Resorts, Inc. and GWR OP General Partner, LLC, a Delaware limited
liability company and certain other direct and indirect subsidiaries of
GWR OP; and (iv) Deutsche Bank Securities, Inc., Banc of America
Securities, LLC, Wells Fargo Securities, LLC and Credit Agricole
Securities (USA) Inc. (incorporated herein by reference to Exhibit 10.27
to the Companys Quarterly Report on Form 10-Q filed May 5, 2010)4.7
    
    
    Indenture governing the 10.875% First Mortgage Notes due 2017, dated as of
April 7, 2010, by and among the Company and Great Wolf Finance as
co-obligors, the guarantors named therein, and U.S. Bank National
Association, as trustee (incorporated herein by reference to Exhibit 10.28
to the Companys Quarterly Report on Form 10-Q filed May 5, 2010).4.8
    
    
    Security Agreement, dated as of April 7, 2010, by and among the loan
parties from time to time party thereto and U.S. Bank National
Association, as collateral agent (incorporated herein by reference to
Exhibit 4.4 to the Companys Registration Statement on Form S-4 filed
September 16, 2010)4.9
    
    
    Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and
Fixture Filing, dated as of April 7, 2010, from Mason Family Resorts, LLC,
as Mortgagor to U.S. Bank National Association, in its capacity as
Collateral Agent (incorporated herein by reference to Exhibit 4.5 to the
Companys Registration Statement on Form S-4 filed September 16, 2010)4.10
    
    
    Deed of Trust, Assignment of Leases and Rents, Security Agreement and
Fixture Filing, dated as of April 7, 2010, from Great Wolf Lodge of
Grapevine, LLC, as Trustor to Peter S. Graf, as Mortgaged Property Trustee
for the benefit of, U.S. Bank National Association, in its capacity as
Collateral Agent, as Beneficiary (incorporated herein by reference to
Exhibit 4.6 to the Companys Registration Statement on Form S-4 filed
September 16, 2010)4.11
    
    
    Deed of Trust, Assignment of Leases and Rents, Security Agreement and
Fixture Filing, dated as of April 7, 2010, from Great Wolf Williamsburg
SPE, LLC, as Trustor to Craig A. Johnson, as Mortgaged Property Trustee
for the benefit of, U.S. Bank National Association, in its capacity as
Collateral Agent, as Beneficiary (incorporated herein by reference to
Exhibit 4.7 to the Companys Registration Statement on Form S-4 filed
September 16, 2010)10.1
    
    
    License Agreement, dated January 30, 2004, by and between The Great Lakes
Companies, Inc. and Jim Pattison Entertainment Ltd. (incorporated herein
by reference to Exhibit 10.1 to the Companys Registration Statement on
Form S-1 filed September 23, 2004)10.2
    
    
    Development Agreement, dated as of July 30, 2003, among the City of
Sheboygan, Wisconsin, the Redevelopment Authority of the City of
Sheboygan, Wisconsin, The Great Lakes Companies, Inc., Blue Harbor Resort
Sheboygan, LLC, and Blue Harbor Resort Condominium, LLC (incorporated
herein by reference to Exhibit 10.2 to the Companys Registration
Statement on Form S-1 filed August 12, 2004)




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ExhibitNumber
    
    Description10.3
    
    
    First Amendment to the Development Agreement, dated June 25, 2004, by and
among the City of Sheboygan, Wisconsin, the Redevelopment Authority of the
City of Sheboygan, Wisconsin, The Great Lakes Companies, Inc., Blue Harbor
Resort Sheboygan, LLC, and Blue Harbor Resort Condominium, LLC
(incorporated herein by reference to Exhibit 10.3 to the Companys
Registration Statement on Form S-1 filed August 12, 2004)10.4
    
    
    Tall Pines Exclusive License and Royalty Agreement, dated July 25, 2004,
between Tall Pines Development Corporation and The Great Lakes Companies,
Inc. (incorporated herein by reference to Exhibit 10.4 to the Companys
Registration Statement on Form S-1 filed December 7, 2004)10.5+
    
    
    Employment Agreement between Great Wolf Resorts, Inc., and Kimberly
Schaefer, dated December 13, 200410.6+
    
    
    Employment Agreement between Great Wolf Resorts, Inc. and James Calder,
dated December 13, 200410.7+
    
    
    Employment Agreement between Great Wolf Resorts, Inc. and J. Michael
Schroeder, dated December 13, 200410.8+
    
    
    First Amendment to Employment Agreement between Great Wolf Resorts, Inc.
and J. Michael Schroeder, dated May 28, 200810.9+
    
    
    Second Amendment to Employment Agreement between Great Wolf Resorts, Inc.
and J. Michael Schroeder, dated July 2, 200810.10+
    
    
    Employment Agreement between Great Wolf Resorts, Inc. and Timothy Black,
dated March 20, 200910.11+
    
    
    First Amendment to Employment Agreement between Great Wolf Resorts, Inc.
and Timothy Black, dated December 16, 200910.12
    
    
    Registration Statement on Form S-1 filed January 21, 2005) Form of
Noncompete Agreement, Trade Secret and Confidentiality Agreement
(incorporated herein by reference to Exhibit 10.6 to the Companys
Registration Statement on Form S-1 filed January 21, 2005)10.13
    
    
    Form of Officers and Directors Indemnification Agreement (incorporated
herein by reference to Exhibit 10.7 to the Companys Registration
Statement on Form S-1 filed August 12, 2004)10.14
    
    
    Form of Indemnity Agreement (incorporated herein by reference to Exhibit
10.8 to the Companys Registration Statement on Form S-1 filed September
23, 2004)10.15
    
    
    Form of Great Wolf Resorts, Inc. Employee Stock Purchase Plan
(incorporated herein by reference to Exhibit 10.9 to the Companys
Registration Statement on Form S-1 filed August 12, 2004)10.16
    
    
    Form of Great Wolf Resorts, Inc. 2004 Incentive Stock Plan (incorporated
herein by reference to Exhibit 10.10 to the Companys Registration
Statement on Form S-1 filed November 26, 2004)10.17
    
    
    Form of Great Wolf Resorts, Inc. Deferred Compensation Plan (incorporated
herein by reference to Exhibit 10.11 to the Companys Registration
Statement on Form S-1 filed August 12, 2004)10.18
    
    
    Loan Agreement by and among Great Wolf Resorts, Inc., Citigroup Global
Markets Realty Corp. and The Travelers Insurance Company (incorporated
herein by reference to Exhibit 10.16 to Companys Registration Statement
on Form S-1 filed January 21, 2005)




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ExhibitNumber
    
    Description10.19
    
    
    Purchase Agreement, dated as of March 15, 2005, among Great Wolf Resorts,
Inc., Great Wolf Capital Trust I, Taberna Preferred Funding I, Ltd and
Merrill Lynch International (incorporated herein by reference to Exhibit
1.1 to the Companys Current Report on Form 8-K filed March 18, 2005)10.20
    
    
    Loan Agreement dated December 6, 2007, between Great Wolf Lodge of the
Poconos, LLC, as borrower, and Citigroup Global Markets Realty Corp., as
lender (incorporated herein by reference to Exhibit 1.1 to the Companys
Current Report on Form 8-K filed December 13, 2007).10.21
    
    
    Loan Agreement dated April 30, 2008, among Great Wolf Lodge of the
Carolinas, LLC, as borrower, Marshall Financial Group, as administrative
agent, and the several banks and other financial institutions from time to
time party thereto, as lenders (incorporated herein by reference to
Exhibit 1.1 to the Companys Current Report on Form 8-K filed May 6,
2008).10.22
    
    
    Fifth Amendment to Lease, dated January 22, 2009, between the registrant
and Hovde Building, LLC, (incorporated herein by reference to the
Companys Current Report on Form 8-K filed January 28, 2009).12.1**
    
    
    Statement of Computation of Ratios of Earnings of Fixed Charges.21.1**
    
    
    List of Subsidiaries23.1**
    
    
    Consent of Grant Thornton LLP31.1*
    
    
    Certification of Chief Executive Officer of Periodic Report Pursuant to
Rule 13a  14(a) and Rule 15d  14(a)31.2*
    
    
    Certification of Chief Financial Officer of Periodic Report Pursuant to
Rule 13a  14(a) and Rule 15d  14(a)32.1*
    
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 135032.2*
    
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
 
 *
    
    Filed herewith.**
    
    Copies of these exhibits are included in the Annual
Report on Form 10-K filed with the Securities and Exchange Commission
on February 25, 2011.+
    
    Indicated management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 15(c) of Form
10-K.




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SIGNATURES
  GREAT WOLF RESORTS, INC./s/ KIMBERLY K. SCHAEFERKimberly K. SchaeferChief Executive Officer   Signature
    
    Title
    
    Date/s/ Kimberly K. Schaefer
    
    Chief Executive Officer (Principal
    
    March 8, 2011Kimberly K. Schaefer
    
    Executive Officer) and Director/s/ James A. Calder
    
    Chief Financial Officer (Principal
    
    March 8, 2011James A. Calder
    
    Financial and Accounting Officer)/s/ Joseph V. Vittoria
    
    Chairman of the Board and Director
    
    March 8, 2011Joseph V. Vittoria/s/ Elan Blutinger
    
    Director
    
    March 8, 2011Elan Blutinger/s/ Randy L. Churchey
    
    Director
    
    March 8, 2011Randy L. Churchey/s/ Edward H. Rensi
    
    Director
    
    March 8, 2011Edward H. Rensi/s/ Howard A. Silver
    
    Director
    
    March 8, 2011Howard A. Silver