WILDERNESS DEVELOPMENT CORP, S-11/A, 1997-05-28

WILDERNESS DEVELOPMENT CORP
S-11/A, 1997-05-28
HOTELS, ROOMING HOUSES, CAMPS & OTHER LODGING PLACES

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As filed with the Securities and Exchange Commission on May 6, 1997
Registration No. 333-26560
__________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________

FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________

Pre-Effective Amendment No. 2

133 HOTEL CONDOMINIUM UNITS TO BE BUILT IN TWO PHASES WITH
MANDATORY (IF THE UNIT IS TO BE RENTED) RENTAL POOL
AT THE
WILDERNESS HOTEL & RESORT

Wilderness Development Corporation
(Exact name of registrant as specified in governing instrument)

511 E. Adams Street
Wisconsin Dells, WI 53965
(608) 253-9729
(Address of principal executive offices)

Thomas J. Lucke
511 E. Adams Street
Wisconsin Dells, WI 53965
(Name and address of agent for service)

Copy to:
Timothy C. Sweeney, Esq.
Patrick S. Sweeney, Esq.
Sweeney & Sweeney, S.C.
440 Science Drive, 4th Floor
Madison, WI 53711
(608) 238-4444
_______________________

Approximate date of commencement of proposed sale
to the public: As soon as practicable after this
Registration Statement becomes effective.

<PAGE>

The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine. If the
filing fee is calculated pursuant to Rule 457(o) under the Securities Act,
only the title of the class of securities to be registered, the proposed
maximum aggregate offering price for that class of securities and the
amount of registration fee need to appear in the Calculation of
Registration Fee table. Any difference between the dollar amount of
securities registered for such offerings and the dollar amount of
securities sold may be carried forward on a future registration statement
pursuant to Rule 429 under the Securities Act.

PHASE I

Title of
Each Class Proposed
of Average Proposed
Securities Amount Of Offering Maximum Amount of
Being Units Being Price Aggregate Registration
Registered Registered Per Unit* Offering Price Fee

Hotel 61 138,999.00 8,478,900.00 $2,543.70
Condominium
Units

PHASE II

Title of
Each Class Proposed Proposed
of Average Maximum
Securities Amount Of Offering Aggregate Amount of
Being Units Being Price Offering Registration
Registered Registered Per Unit* Price Fee

Hotel 72 145,956.00 10,508,800.00 $3,152.61
Condominium
Units

TOTAL COMBINED PHASES

Title of Each Proposed Proposed Amount of
Class Amount Of Average Maximum Registration
of Securities Units Being Offering Aggregate Fee
Being Registered Price Offering
Registered Per Unit* Price

Hotel 133 142,764.66 18,987,700.00 $5,696.31
Condominium
Units

* These prices represent an arithmetic average of the maximum Offering
price for each type of Unit offered; i.e., Units range in price from
$114,900.00 to $207,900.00 (see breakdown of Unit prices pages 20 and 21).
__________________________

<PAGE>

WILDERNESS DEVELOPMENT CORPORATION

Showing location in Prospectus of information required to be included
in Prospectus in response to items of Form S-11.

Item Number and Caption Heading in Prospectus

1. Forepart of Registration Statement Cover Page of Prospectus
and Outside Front Cover Page of
Prospectus

2. Inside Front and Outside Back Outside Back Cover of Prospectus
Cover Pages of Prospectus

3. Summary Information, Risk Factors Summary; Risk Factors
and Ratio of Earnings to Fixed
Charges

4. Determination of Offering Price Determination of Offering Price

5. Dilution Not Applicable

6. Selling Security Holders Not Applicable

7. Plan of Distribution Plan of Distribution

8. Use of Proceeds Use of Proceeds

9. Selected Financial Data Not Applicable

10. Management's Discussion and Not Applicable
Analysis of Financial Condition
and Results of Operations

11. General Information as to The Company
Registrant

12. Policy with Respect to Certain The Company
Activities

13. Investment Policies of Not Applicable
Registrant

14. Description of Real Estate Description of Wilderness
Resort & Hotel

15. Operating Data Not Applicable

16. Tax Treatment of Registrant Certain Federal Income Tax
and its Security Holders Considerations; Certain Wisconsin
Tax Matters

17. Market Price of and Dividends Not Applicable
on the Registrant's Common Equity
and Related Stockholder Matters

18. Description of Registrant's The Interests
Securities

19. Legal Proceedings Legal Matters

20. Security Ownership of Certain Management
Beneficial Owners and Management

21. Directors and Executive Officers Management

22. Executive Compensation Not Applicable

23. Certain Relationships and Interests of Management and
Related Transactions Affiliates

24. Selection, Management and Interests of Management and
Custody of Registrant's Affiliates
Investments

25. Policies with Respect to Interests of Management and
Certain Transactions Affiliates

26. Limitations of Liability The Interests

27. Financial Statements and Financial Statements and Related
Information Information

28. Interest of Named Experts and Experts
Counsel

29. Disclosure of Commission Position Liability and Indemnification of
on Indemnification for Securities Officers and Directors
Act Liabilities

<PAGE>

Prospectus Preliminary Prospectus dated:
(herein referred May 6, 1997
to as "Prospectus"
and/or "Offering")

Wilderness Hotel & Resort
133 Hotel-Condominium Units
Constructed and Coupled With Mandatory (If the Unit is to be Rented)
Rental Pooling and Agency Agreement
Offered By
Wilderness Development Corporation

Wilderness Development Corporation, a Wisconsin corporation (the
"Company") offers for sale 133 fully furnished resort hotel-condominium
units (the "Units") to be built in two phases (the "Phases"), in a portion
of Wilderness Hotel & Resort (the "Wilderness Hotel & Resort") located in
Lake Delton, Sauk County, Wisconsin (see "DESCRIPTION OF THE
HOTEL-CONDOMINIUM PROJECT," page 33). The Units consist of condominium
hotel suites of various sizes and dimension (as further described herein)
each with (a) the cubical constituting the Unit as defined in the
Declaration and its furnishings; (b) an undivided interest in the common
areas and common elements as described in the Declaration; (c) an access
and use right, to the recreational facilities and other amenities
associated with the Wilderness Hotel & Resort pursuant to established
rules and fees if applicable; and (d) participation in the rental pool
created for that type of Unit ("Rental Pool(s)").

There are existing hotel units, amenities and recreation facilities
that are not included in the common elements of the Hotel-Condominium--
(see "DESCRIPTION OF THE HOTEL-CONDOMINIUM PROJECT," page 33). Each Unit
will be sold subject to a mandatory (if the Unit is to be rented) Rental
Pooling and Agency Agreement (the "RPA Agreement," a copy of which is
attached to this Prospectus as Appendix A) under which the Company will
act as agent for each prospective purchaser (the "Prospective Purchaser")
in operating all of the Units offered for rent as hotel rental
accommodations, (see DESCRIPTION OF THE RENTAL POOL," page 26). Each Unit
Owner may choose not to rent their Unit, in which case, the Unit Owner's
are not required to execute the RPA Agreement and correspondingly will not
be permitted to rent the Unit at any time to any party. In that event the
use of the Units shall be limited to personal use by the Owner of a Unit
(the "Owner" and/or "Unit Owner").

Investment in a Unit to be operated under the RPA Agreement involves
a degree of risk and the success of the Rental Pools and/or the Wilderness
Hotel & Resort depends on many factors beyond the Company's control.
Accordingly, no assurance can be given that the Rental Pool and/or the
Wilderness Hotel & Resort will be operated at a profit (see "RISK FACTORS
AND OTHER FACTORS TO BE CONSIDERED," page 7). There is no present resale
market for condominium units subject to a hotel use restriction and the
required Rental Pool participation (see "ORGANIZATION OF HOTEL-CONDOMINIUM
- Declaration Articles and Bylaws," page 39), and it is not expected that
a public market will develop for such a security. The Wilderness Hotel &
Resort is the first hotel to be managed by the Company. The Units are
being offered as business investments and the purpose of the RPA Agreement
is to allow the Units to be operated as a business enterprise, however,
the income tax treatment of such investments is uncertain at this time
(see "INCOME TAX INFORMATION," page 44).

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR ANY STATE AGENCY NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

The Company has the right to reject any offer to purchase, and to
withdraw or cancel further sales, without notice. The Company gives no
assurance that any or all of the Units will be sold. This Offering will
commence the effective date of this Prospectus and will continue until all
Units are sold or until the Company otherwise voluntarily terminates this
Offering.

The Company may, in its sole and absolute discretion, cancel this
Offering at any time after the effective date of this Prospectus, and
terminate all executory contracts for the sale of Units entered into by
the Company and Prospective Purchasers. In the event of such
cancellation, the Company will promptly return to each Prospective
Purchaser his/her earnest money deposit together with interest thereon.
(See "THE OFFERING - Terms of Purchase," page 23).

POTENTIAL SALES COMMISSIONS

Average Price Average Sales Average Proceeds
to Public (1)(2) Commission (3) to Company (4)

Per Unit 142,764.66 8,565.88 134,198.79

Total 18,987,699.00 1,139,262.00 17,848,439.00

SALES COMMISSIONS WILL ONLY BE PAID IN THE EVENT A SALE IS PROCURED
BY A LICENSED, QUALIFIED AND/OR EXEMPT INDIVIDUAL OR ENTITY. IN THE EVENT
THE COMPANY AND/OR ITS EMPLOYEES, OFFICERS AND/OR DIRECTORS PROCURE A
SALE, NO COMPENSATION SHALL BE PAID TO THE INDIVIDUAL OR THE COMPANY.

(1) Represents an arithmetic average of the various initial Offering
prices of the 133 Units offered in two separate Phases pursuant to the
terms of this Offering and assumes the later Phases of the project will be
completed (see "THE OFFERING - Purchase Prices," page 20).

(2) The price of the furnishings in a Unit is included in the price of the
Unit.

(3) Assumes payment of a commission of up to 6% of the aggregate Offering
price of the Units--(see "THE OFFERING - Purchase Prices," page 20).

(4) Before deducting expenses of the public Offering estimated at
$250,000.00 (or an average of $1,880.00 per Unit if all Units are sold)
all of which will be paid by the Company out of contributed Company
capital and the proceeds of this Offering.

In addition to the purchase price of a Unit, each Prospective Purchaser
will be required to pay certain closing costs (see "THE OFFERING -
Purchase Prices," page 20) (see "DESCRIPTION OF THE RENTAL POOL - The
Company's Compensation," page 31, and "THE OFFERING - Purchase Prices,"
page 20). The Units will be sold at prices according to a published price
schedule to be delivered with this Prospectus. These prices may be
subject to change from time to time (see "THE OFFERING - Purchase Prices,"
page 20).

THIS PROSPECTUS CONTAINS ALL THE MATERIAL FACTS CONCERNING THE SECURITIES
BEING OFFERED HEREUNDER. ANY REPRESENTATION MADE WHICH IS NOT CONTAINED
IN OR IS BEYOND THE STATEMENTS MADE IN THIS PROSPECTUS IS MADE WITHOUT
AUTHORITY FROM REGISTRANT AND MUST NOT BE RELIED UPON.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO ANY PERSON
IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN
OFFER OR SOLICITATION PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITY LAWS OF SUCH STATE.

NEITHER THE DELIVERY OF THIS PROSPECTUS, NOR ANY SALE MADE HEREUNDER,
SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN
NO CHANGE IN THE AFFAIRS OF THE REGISTRANT OR THE CIRCUMSTANCES OF THE
PROPOSED RENTAL POOL SINCE THE DATE OF THIS PROSPECTUS.

PROSPECTIVE PURCHASERS ARE NOT TO CONSTRUE THE CONTENTS OF THIS PROSPECTUS
OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE REGISTRANT, OR ANY OF
REGISTRANT'S AGENTS, AS INVESTMENT, LEGAL OR TAX ADVICE. EACH PROSPECTIVE
PURCHASER SHOULD CONSULT HIS/HER OWN COUNSEL, ACCOUNTANTS AND OTHER
PROFESSIONAL ADVISORS AS TO LEGAL, TAX AND OTHER RELATED MATTERS
CONCERNING HIS/HER OR ITS INVESTMENT.

THERE CAN BE NO ASSURANCE THAT THE TAX INCIDENTS OF OWNERSHIP AND
OPERATION OF THE SECURITIES BEING OFFERED HEREUNDER AS DESCRIBED IN THIS
PROSPECTUS WILL NOT, AT SOME LATER DATE, BE CONTESTED BY THE INTERNAL
REVENUE SERVICE, IN WHICH CASE THE TAX BENEFITS ASSOCIATED WITH THIS
OFFERING MAY NOT BE AVAILABLE.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE.

THE UNITS, AS DESCRIBED HEREIN, WILL BE OFFERED IN TWO SEPARATE PHASES.
THE UNITS IN PHASES I AND II WILL BE AVAILABLE AT A FUTURE DATE AND ARE
NOT, AT THE TIME OF THIS OFFERING, CONSTRUCTED. THE REGISTRANT MAY,
HOWEVER, ELECT TO TERMINATE THIS OFFERING AT ANY TIME DURING OR PRIOR TO
THE COMPLETION OF THE PHASES DESCRIBED HEREIN.

Offered by:

Wilderness Development Corporation,
511 E. Adams Street
Wisconsin Dells, Wisconsin 53965
(608) 253-9729

This Prospectus does not contain all of the information appearing in
the Registration Statement on file with the Securities and Exchange
Commission. The information omitted may be obtained from the Commission's
principal office in Washington, D.C., upon payment of the fee prescribed
by the rules and regulations of the Commission, or may be examined there
without charge.

The date of this Prospectus is May 6, 1997.

<PAGE>

PROSPECTUS
TABLE OF CONTENTS
Page

PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . 1
The Offering . . . . . . . . . . . . . . . . . . . . . . . . 1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 3

INTRODUCTORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . 4
The Company . . . . . . . . . . . . . . . . . . . . . . . . . 4
The Offering of Hotel-Condominium Units . . . . . . . . . . . 5
The Rental Pooling and Agency Agreement . . . . . . . . . . . 5
Types of Units . . . . . . . . . . . . . . . . . . . . . . . 5
Management of the Wilderness Hotel & Resort and the Units . . 6
Distributions . . . . . . . . . . . . . . . . . . . . . . . . 6
Tax Considerations . . . . . . . . . . . . . . . . . . . . . 6
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 6
Plan of Offering . . . . . . . . . . . . . . . . . . . . . . 7

RISK FACTORS AND OTHER FACTORS TO BE CONSIDERED . . . . . . . . . 7
Risk Factors Relating to the Rental Pool . . . . . . . . . . 7
Risk Factors Relating to the Ownership of
a Condominium Unit . . . . . . . . . . . . . . . . . . . . 11
Conflicts of Interest . . . . . . . . . . . . . . . . . . . . 13
Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . 14

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . 15

COMPENSATION AND FEES . . . . . . . . . . . . . . . . . . . . . . 19

THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Phases . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Purchase Prices . . . . . . . . . . . . . . . . . . . . . . . 20
Terms of Purchase . . . . . . . . . . . . . . . . . . . . . . 23
Cancellation . . . . . . . . . . . . . . . . . . . . . . . . 25
Financing of Purchase . . . . . . . . . . . . . . . . . . . . 25
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

DESCRIPTION OF THE RENTAL POOL . . . . . . . . . . . . . . . . . . 26
Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Management and Control . . . . . . . . . . . . . . . . . . . 27
Owner's Personal Use of the Units . . . . . . . . . . . . . . 28
Rental Rates . . . . . . . . . . . . . . . . . . . . . . . . 30
The Company's Compensation . . . . . . . . . . . . . . . . . 31
Revenues and Expenses of the Rental Pool . . . . . . . . . . 31
Room Operating Expenses . . . . . . . . . . . . . . . . . . . 31
Sharing of Revenues and Expenses . . . . . . . . . . . . . . 32
Annual Expenses of Owners . . . . . . . . . . . . . . . . . . 33

DESCRIPTION OF THE HOTEL-CONDOMINIUM PROJECT . . . . . . . . . . . 33
Description of the Lake Delton/Wisconsin Dells Area . . . . . 33
Description of Wilderness Hotel & Resort . . . . . . . . . . 34
Hotel facilities . . . . . . . . . . . . . . . . . . . . . . 34
Description of Units . . . . . . . . . . . . . . . . . . . . 35
Drawings . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Furnishings . . . . . . . . . . . . . . . . . . . . . . . . . 37

ORGANIZATION OF HOTEL-CONDOMINIUM . . . . . . . . . . . . . . . . 39
Declaration, Articles and By-Laws . . . . . . . . . . . . . . 39
Rules and Regulations . . . . . . . . . . . . . . . . . . . . 41
Association Management Agreement . . . . . . . . . . . . . . 41

THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
The Company and Its Affiliates . . . . . . . . . . . . . . . 42
Directors and Officers . . . . . . . . . . . . . . . . . . . 42
Management Remuneration and Certain Transactions . . . . . . 43
Security Ownership of Certain Beneficial Owners and
Management. . . . . . . . . . . . . . . . . . . . . . . . . . 43

INCOME TAX INFORMATION . . . . . . . . . . . . . . . . . . . . . . 44
Overview of Income Tax Treatment . . . . . . . . . . . . . . 44
Tax Treatment of Owner's Acquisition Costs . . . . . . . . . 45
Tax Treatment of Expenses of Unit Ownership . . . . . . . . . 46
Tax Treatment of the Condominium Association . . . . . . . . 50
Sale of a Unit . . . . . . . . . . . . . . . . . . . . . . . 51

REPORTS TO OWNERS . . . . . . . . . . . . . . . . . . . . . . . . 52

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . 53

SUMMARY OF PROMOTIONAL AND SALES MATERIAL . . . . . . . . . . . . 53

LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . 53

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Accountants . . . . . . . . . . . . . . . . . . . . . . . . . 54
Legal Counsel . . . . . . . . . . . . . . . . . . . . . . . . 54

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . 55

<PAGE>

EXHIBITS

Exhibit 3-A Articles of Incorporation of Wilderness Development
Corporation*

Exhibit 3-B Bylaws of Wilderness Development Corporation*

Exhibit 3-C Organizational Consent of Directors and August 1, 1996
Consent of Directors*

Exhibit 4-A Copy of Wilderness Hotel Condominium Construction and
Sales Agreement*

Exhibit 4-B Rental Pooling and Agency Agreement*

Exhibit 4-C Preliminary Price List*

Exhibit 8 Sweeney & Sweeney, S.C. Opinion and Consent as to
United States Income Tax Matters*

Exhibit 10-A Condominium Declaration for Wilderness Hotel
Condominium Association, Inc.*

Exhibit 10-B Draft Articles of Incorporation of Wilderness Hotel
Condominium Association, Inc.*

Exhibit 10-C Draft Bylaws of Wilderness Hotel Condominium
Association, Inc.*

Exhibit 10-D Draft Management and Use Agreement for Wilderness
Resort between the Association and Wilderness Hotel &
Resort, Inc.*

Exhibit 10-E Use and Access Agreement between Owners, Registrant,
Wilderness Resort & Hotel, Inc., Wild Golf, Inc. and
Tom and Terri Lucke*

Exhibit 17 Unit Descriptions*

Exhibit 18 Economic Models and Information*

____________________
* - Previously filed with Amendment No.1

<PAGE>

PROSPECTUS SUMMARY

The Offering

The following is a summary of certain of the information contained in
the body of this Prospectus and exhibits hereto. More detailed
information may be found in the remainder of this Prospectus. Prospective
Purchasers are urged to read and evaluate this Prospectus and the exhibits
attached hereto in their entirety.

COMPANY Wilderness Development Corporation (see page 4).

UNITS OFFERED 133 Units, which will be offered two separate phases, will
constitute the Wilderness Hotel Condominium Hotel Project
(as defined herein). Non-Condominium hotel units presently
exist at the Wilderness Hotel & Resort. In addition,
recreational amenities presently exist adjacent to the
Units and other amenities will be built. The Units consist
of the following: (a) the cubical constituting the Unit as
defined in the Declaration and its furnishings; (b) an
undivided interest in the common areas and common elements
as described in the Declaration; (c) an access and use
right, to the recreational facilities and other amenities
associated with the Wilderness Hotel & Resort pursuant to
established rules and fees if applicable; and (d)
participation in the rental pool created for that type of
Unit. There are twelve (12) different types of Units to be
offered in both Phases. These different types of Units are
described in full detail in the Prospectus (see page 35).

LOCATION Lake Delton, Wisconsin (see page 33).

INITIAL PRICE One bedroom suites, two bedroom suites and three bedroom
OF UNIT* suites; ranging in price from $114,900.00 to $207,900.00
(see page 20).

DOWN 10% of Unit purchase price ($11,490.00-$20,790.00) to be
PAYMENT* held in escrow pending completion of the roof on the
Condominium Hotel Project, at which time these funds will
be used toward payment of construction costs (see page 12).

CASH REQUIRED From approximately $103,410.00 to $187,110.00, including
AT CLOSING* the downpayment (see pages 22 and 23).

RENTAL POOL Mandatory (if the Units are to be rented) pooling of rental
income from all Units sold under this Offering which are to
be rented to transient hotel guests. There are seven
separate Rental Pools within the Hotel Condominium Project
(see page 26).

FEES TO THE Certain fees shall be paid to the Company and/or its
COMPANY AND affiliates (see page 19).
AFFILIATES

PERSONAL USE In addition to all other rights and obligations available
to a Unit Owner, he/she and/or his/her assigns may use the
Unit for a total of ten (10) nights during any one (1)
calendar year within an Owner's own Rental Pool ("Personal
Use Nights"). Such Personal Use Nights shall not be
allowed from June 10th through Labor Day. Further, all
Personal Use Nights shall be subject to availability within
Owner's own Rental Pool. An Owner's Personal Use Nights
shall be free of any rental charge whatsoever, except: for
any telephone charges; charges to the room during the
Owner's stay at the Wilderness Hotel & Resort; recreation
fees or charges at the Wilderness Hotel & Resort; any
extraordinary wear and tear and/or damage to any Unit
and/or the furnishings contained therein; and any other
charge or fee not incidental to actual rental charge
normally due from the occupant of a hotel room within the
hotel industry. In the event an Owner owns a Unit for less
than a full calendar year, the number of Personal Use
Nights shall be prorated on the basis of ten (10) Personal
Use Nights per 365 days. Any use shall be subject to the
terms of this Agreement and all rules and regulations of
the Hotel Condominium Project and the Wilderness Hotel &
Resort. Notwithstanding anything contained herein to the
contrary, Personal Use Nights must be used during a
calendar year or the right to use the Personal Use Night
shall expire on December 31 of that certain calendar year.
As a result, no Personal Use Nights can be accumulated from
year to year. (See description of Rental Pool - page 26
and Exhibit "4-B.")

_____________________
* Unit prices are subject to change and any such change could affect
the matters asterisked. When any such change occurs sticker
amendments will be made to this Prospectus.

Definitions

The following defined terms are used throughout this Prospectus.

"Access and Use Fee". The monthly fee paid by the Owner to
Wilderness Hotel & Resort, Inc. for use and access to the recreational
amenities located at the Wilderness Hotel & Resort. All rights of access
and use are subject to the Access and Use Agreement (a copy of the Access
and Use Agreement is attached herein as Exhibit 4-D)

"Association". The Wilderness Hotel Condominium Association, Inc.

"Condominium Hotel Project". The Wilderness Hotel Condominium
construction project contemplated for the completion of the Units in
Phases I and II.

"Condominium Monthly Assessment". A monthly charge due to the
Association from the members of the Association for the upkeep,
maintenance, repair and replacement of the Association's Property.

"Declaration". The condominium declaration for the Condominium Hotel
Project.

"Gross Room Revenues". All revenues and income actually received by
the Company, as agent for the Owners, from or in connection with the
rental of all of the Units being operated by the Company under the RPA
Agreement, not including any nominal sums received by the Company as a
reimbursement of costs involving discounted room prices and/or any
Personal use Nights by the Unit Owners.

"Management Fees". The compensation to be paid by each Owner to the
Company for its management and operation of the Units pursuant to the RPA
Agreement. The amount of the Management Fee is 35% of each Owner's share
of Gross Room Revenues.

"Net Rental Income". An Owner's share of Gross Room Revenues less
his/her share of Room Operating Expenses and Management Fees.

"Personal Use Night(s)". Any or all night(s) which any Unit is used
for personal use by a Unit Owner without compensation to the Rental Pool.
It is expressly acknowledged by any Prospective Purchaser that a Personal
Use Night(s) shall be limited to ten (10) nights and be subject to
availability within a Unit Owner's Rental Pool and terms of this Offering,
the RPA Agreement and all rules and regulations (see page 28).

"Rental Pool(s)". The arrangement established by the RPA Agreement,
pursuant to which each initial Owner (and those Transferees entering into
an RPA Agreement with the Company who desire to rent their Unit) will
share the rental income and expenses related to the Company's operation,
as agent for such Owners. There are seven (7) separate Rental Pools, as
more particularly described in the RPA Agreement.

"Room Operating Expenses" and/or "Operating Expenses". All expenses
that will be incurred by an Owner in connection with owning and renting a
Unit (except property taxes and interest on any debt incurred to purchase
or carry a Unit.) (See: Additional-Deductions/Expenses Applicable to the
Activity, page 46.) All costs, charges and expenses attributable to the
operation, maintenance and repair of the Units and common areas as hotel
rental accommodations under the RPA Agreement, including without
limitation the Management Fee; costs of laundry service; guest supplies
and utilities repair and maintenance expenses; credit card commissions;
insurance; bad debt losses; and fees for legal, accounting and other
professional services.

"RPA Agreement". The form of Rental Pooling and Agency Agreement
under which the Rental Pools are established and pursuant to which the
Company is appointed agent for the Owners with respect to the Rental
Pools. A copy of the RPA Agreement is set forth as Exhibit 4-B attached
to this Prospectus.

"Transferee". The owner of a Unit by virtue of a valid transfer from
a previous Unit Owner.

"Unit" or "Units". One or all of the 133 hotel-condominium units, as
the case may be, offered pursuant to this Offering, located at 511 E.
Adams Street, Wisconsin Dells, Wisconsin. The Units consist of the
following: (a) the cubical constituting the Unit as defined in the
Declaration and its furnishings; (b) an undivided interest in the common
areas and common elements as described in the Declaration; (c) an access
and use right, to the recreational facilities and other amenities
associated with the Wilderness Hotel & Resort pursuant to established
rules and fees if applicable; and (d) participation in the Rental Pool
created for that type of Unit.

"Wilderness Hotel & Resort". The resort complex consisting of the
portion of the Wilderness Hotel & Resort not condominimized, the
condominium common elements, the Units and the recreational facilities and
golf facilities.

INTRODUCTORY STATEMENT

The Company

Wilderness Development Corporation (the "Company") was organized
under the laws of Wisconsin on July 26, 1996 (see "THE COMPANY - The
Company and Its Affiliates," page 42). The Company's principal executive
offices are located at 511 E. Adams Street, Wisconsin Dells, Sauk County,
Wisconsin. The mailing address for the executive offices is 511 E. Adams
Street, Wisconsin Dells, Wisconsin 53965 and the telephone number is
(608) 253-9729.

The Company is "affiliated" (within the meaning of the Securities Act
of 1933) with the following companies: 1) Wilderness Hotel & Resort, Inc.
which presently owns a portion of the Wilderness Hotel & Resort and
operates the hotel functions at the Wilderness Hotel & Resort; 2) Wild
Golf, Inc., which presently owns a portion of the Wilderness Hotel &
Resort and operates the golf functions at the Wilderness Hotel & Resort;
and 3) WILBAR, Inc., which presently owns and operates the food and bar
functions at the Wilderness Hotel & Resort (see "THE COMPANY - The Company
and Its Affiliates," page 42). The Prospective Purchasers of the Units
offered hereby will have no interest in the Company, or any of the
affiliates.

The Offering of Hotel-Condominium Units

The Company is offering to Prospective Purchasers 133 fully furnished
Units in two separate Phases, in the Wilderness Hotel. There are 61 Units
to be constructed at the Wilderness Hotel & Resort ("Phase I") (see
"PHASES--PHASE I," page 20) and 72 Units to be constructed at the
Wilderness Hotel & Resort ("Phase II") (see "PHASES--PHASE II," page 20)
to be constructed on a 170 acre site located in the core of the all season
recreational resort complex known as Wilderness Hotel & Resort in Lake
Delton, Sauk County, Wisconsin (see "DESCRIPTION OF THE HOTEL-CONDOMINIUM
PROJECT," page 33). Construction of Phase I of the Hotel Condominium
Project will commence in September 1997 and is scheduled for completion in
June 1998. Construction of Phase II shall begin in September 1998 and
would be scheduled for completion in June 1999.

The Units, together with the RPA Agreement, are being offered on a
best efforts basis by the Company. Delivery of the Units will be made no
later than two years after execution by a Prospective Purchaser of a
binding Construction and Sales Agreement (as such two year period is
defined in the federal Interstate Land Sale Full Disclosure Act and the
rules, regulations and guidelines promulgated thereunder).

The Rental Pooling and Agency Agreement

Prospective Purchasers of the Units offered under this Prospectus
desiring to rent their Unit will be required to enter into an RPA
Agreement with the Company (see "DESCRIPTION OF THE RENTAL POOL," page
26). Under the RPA Agreement the Company will act as agent for the owners
of the Units (the "Owners") in the promotion and rental of their Units as
hotel accommodations. In both Phases there will be seven (7) separate
Rental Pools, one for each general classification of Units (see
"DESCRIPTION OF THE RENTAL POOL," page 26). All rental income from each
Unit in that certain Rental Pool will be pooled and distributed among the
Owners of that certain Rental Pool pursuant to the provisions of the RPA
Agreement. To facilitate the economic objectives of the Rental Pool(s),
Owners will be limited to ten (10) Personal Use Nights per complete
calendar year, subject to the terms contained herein and the RPA
Agreement.

Types of Units

There are twelve (12) different types of Units being offered in
Phases I and II. Each of the twelve (12) Units are described in detail in
Exhibit 17, attached hereto. The various types of Units are as follows:

PHASES I AND II (Combined)

Description of Unit Initial Prices

Type A-1 Unit (see Exhibit "17") $114,900.00

Type A-Unit (see Exhibit "17") $120,900.00

Type B-1 Unit (see Exhibit "17") $128,900.00

Type B Unit (see Exhibit "17") $131,900.00

Type C-1 Unit (see Exhibit "17") $130,900.00

Type C Unit (see Exhibit "17") $136,900.00

Type D-1 Unit (see Exhibit "17") $145,900.00

Type D Unit (see Exhibit "17") $148,900.00

Type E Unit (see Exhibit "17") $192,900.00

Type F Unit (see Exhibit "17") $207,900.00

Type G Unit (see Exhibit "17") $182,900.00

Type H Unit (see Exhibit "17") $177,900.00

Management of the Wilderness Hotel & Resort and the Units

The Company and/or its affiliates shall manage the Rental Pools and
the Association pursuant to the RPA Agreement and the Management and Use
Agreement in Exhibits 4-B and 10-D, respectively. As described above, the
Company is affiliated (within the meanings of the Securities Act of 1933)
with Wilderness Hotel & Resort, Inc., Wild Golf, Inc. and WILBAR, Inc.
These three entities all manage different functions at the Wilderness
Hotel & Resort.

Distributions

As the Prospective Purchasers do not own any shares of the Company,
the Company will not make annual or other distributions of the Company's
income to Owner, nor does owning a Unit give rise to a distribution right
from the Company of any of the Company's income. Owners may derive
revenue from renting the Units through the Rental Pool. There can be no
assurances that an Owner will realize any rental revenue from the Units
and the Rental Pool.

Tax Considerations

Tax consequences will vary upon an Owner's use of the Unit and
deductions for costs of interest, annual dues, special assessments, if
any, may be limited. Upon the closing of the sale and purchase of a Unit
there will be Wisconsin Real Estate Transfer Tax due (see INCOME TAX
INFORMATION, page 44).

Use of Proceeds

The net proceeds of this Offering will be used to pay Offering costs;
the costs of construction of the Units; construction of recreational
facilities; any amounts owed to any lender or Affiliate thereunder; and
any commission due any licensed qualified and/or exempt persons and/or
entities with all remaining proceeds payable to the Company and/or its
affiliates (see USE OF PROCEEDS, page 15).

Plan of Offering

As of the date of this Prospectus, it is anticipated that sales will
be offered in Wisconsin, Indiana, Iowa, Minnesota, Illinois and Michigan.

RISK FACTORS AND OTHER FACTORS TO BE CONSIDERED

Ownership of a Unit and its management under the RPA Agreement
involves certain risks. In analyzing this Offering, Prospective
Purchasers should carefully consider the following risk factors:

Risk Factors Relating to the Rental Pool

1. Rental Pool. Each initial Owner, desiring to rent their Unit, is
required to enter into an RPA Agreement, which will essentially obligate
the Owner to keep his/her Unit available for rental as a hotel
accommodation and will subject the Owner to the risk of losses inherent in
hotel operations. The effectiveness of the management of an Owner's Unit
under the RPA Agreement will be one factor contributing to an Owner's Net
Rental Income. There is no certainty that Net Rental Income will cover
all or any specific portion of the costs of owning and operating a Unit.
Because there are many other hotels in Lake Delton and the Wisconsin Dells
area, and many of those hotels are operated on a nonrental pool basis
(unlike the rental pool operation to be established for the Units), it is
difficult to predict whether or when occupancy and rental rates sufficient
to generate positive Net Rental Income sufficient to cover an Owner's
costs of owning and operating his/her Unit will be attained. Further,
Prospective Purchasers should expect that Net Rental Income during the
first two or three years of ownership will probably fall short of covering
such costs and notwithstanding the passage of time, this status may
continue indefinitely. If an Owner finances his/her Unit, he/she may
still experience a negative cash flow even when higher rental and
occupancy rates are attained. Variables contributing to the success or
lack thereof of the Wisconsin Dells tourism economy, will be a
contributing risk factor. It should also be recognized that the hotel
occupancy rate could be adversely affected by decisions of the Company, or
other affiliated entities, with respect to management of the golf course
or other Wilderness Hotel & Resort amenities.

2. Liability for Losses and Additional Assessments. The RPA
Agreement imposes on each Owner the obligation to pay his/her pro rata
share of the Room Operating Expenses. Therefore, under the RPA Agreement
each Owner will be obligated to contribute additional funds to the Rental
Pool if his/her share of Room Operating Expenses exceeds his/her share of
Gross Room Revenues. If an Owner fails to make full payment of such
additional assessments when due, the Company may pursue and enforce all
rights and remedies it may have under the RPA Agreement, including
creation of and foreclose upon a lien in favor of the Company on the
Owner's Unit.

Because some Room Operating Expenses will not vary significantly with
the number of Units participating in the Rental Pool, each Owner's
liability for the Rental Pool losses may be increased during the first few
years of operation if the Company does not place all unsold Units in the
Rental Pool. This increased liability could also occur at any later time
if all the Units are not participating in the Rental Pool and the owners
of non participating Units cannot be assessed their pro rata share of
certain Room Operating Expenses (see "DESCRIPTION OF RENTAL POOL - Term,"
page 27).

3. Competition. The business of owning and operating a hotel is
highly competitive. Currently, the Wisconsin Dells area has many other
competitive hotel facilities (see "DESCRIPTION OF THE HOTEL CONDOMINIUM
PROJECT - Description of Wilderness Hotel & Resort - Hotel Facilities,"
page 34). In addition, the construction of new hotels in the Wisconsin
Dells area could further adversely affect the business of the Units and
the Wilderness Hotel & Resort.

4. Seasonal Nature of Business. Though Wilderness Hotel & Resort is
being developed as an all season resort complex, it currently is
recognized primarily for its summer season, with emphasis on the golf
amenities. Hotel income at the Units and the Wilderness Hotel & Resort
could therefore be seasonal, with the summer season as the prime rental
period. Accordingly, a Prospective Purchaser should be prepared for an
uneven flow of income. Further, both summer and winter rental income
could be adversely affected by weather conditions. To obtain additional
hotel income for the winter season, the Company will seek group, meeting
and convention business. However, there can be no assurance of the
success of any such sales promotions.

5. Use of Units. If an Owner desires to rent his/her Unit he/she
must rent the Unit through the Rental pool and be bound by the RPA
Agreement. The RPA Agreement contains express prohibitions against an
Owner renting his/her Unit outside of the Rental Pool The RPA Agreement
will limit Owner's rent-free occupancy of his/her Unit. "Personal Use
Night(s)" are defined as any or all night(s) which any Unit is used for
personal use by a Unit Owner without compensation to the Rental Pool. It
is expressly acknowledged by any Prospective Purchaser that a Personal Use
Night(s) shall be limited to ten (10) nights and be subject to
availability within a Unit Owner's Rental Pool and terms of this Offering
and all rules and regulations (see page 28). In addition, after the ten
(10) Personal Use Nights have been used, or during the time period from
June 10th through Labor Day, if there is an available Unit within the
Owner's specific Rental Pool, then the Owner may, on a "first come first
serve basis," rent that Unit for 25% of the lowest available rate for that
Unit, taking into consideration the time of year and other discount rates
being offered, for group or repeat business and the like. Any fee
collected by the Company and/or its affiliates at 25% of the lowest
available rate shall not be part of the Rental Pool's Gross Room Revenues.
In the event each and every Unit in the Owner's specified Rental Pool is
occupied, the Owner may occupy any available Unit at the Wilderness Hotel
& Resort, at the lowest available rental rate for that Unit, taking into
consideration the time of year and other discount rates then being
offered, for group or repeat business, and the like. (See "DESCRIPTION OF
THE RENTAL POOL - Owner's Personal Use of the Units," page 28). Owner's
rent charges may be deducted from Owner's Net Rental Income distribution.

7. Use of Units by Third Parties. A Prospective Purchaser should be
aware that the use of the Units and related common elements by third party
transient renters (i.e., hotel guests), on a nightly basis, will increase
the maintenance and other expenses above what they would be if the Unit
were used only by Owners and their invited guests.

8. Rental Management Fees. Pursuant to the RPA Agreement, the
Company will receive a Management Fee of 35% of Gross Room Revenues. (see
"DESCRIPTION OF THE RENTAL POOL - The Company's Compensation," page 31).
A Prospective Purchaser should realize that the amount of the Management
Fee may be substantial and will fluctuate because they are a function of
Gross Room Revenues.

9. Lack of Experience. While certain shareholders, officers and
employees of the Company have experience in hotel and the hotel-
condominium industry, including rental, management, promotion and
operation, the Company, because it has been recently formed and therefore
is a new entity, has limited experience in the promotion and operation of
a hotel-condominium, and this lack of experience could adversely affect
the success of the Hotel.

10. Termination of RPA Agreement. (i) At any time after 20 years
following the date the first completed Unit is placed under the Company's
rental management pursuant to the RPA Agreement as entered into by one of
the Owners (the "First Management Date"), the Owners may, as a group,
terminate the RPA Agreement as entered into by each of them if at a
meeting called for the purpose of such termination, the motion is passed
by a two-thirds vote of all of the Owners. Such termination shall be
effective at the end of the third full calendar month following such
meeting. A meeting for the purposes of terminating the RPA Agreement by
all Owners may be called by the Advisory Board or by Owners owning more
than one third of the Units in the Hotel Condominium Project.

(ii) At any time after 3 years following the first management
date, the Company may, upon 90 days prior written notice to Owner,
withdraw as agent under the RPA Agreement and thereby terminate the RPA
Agreement. Such withdrawal and termination may be given to Owner
individually or to all of the Owners, and shall be effective at the
expiration of the 90 day notice period.

(iii) The RPA Agreement shall automatically terminate, as to a
specific Owner only, upon the bankruptcy, insolvency or dissolution of an
Owner, or upon the death of Owner provided, however, that (A) if Owner is
two or more people owning a Unit as Joint tenants or tenants by the
entirety, then the RPA Agreement shall terminate upon the death or
bankruptcy of the last surviving tenant; and (B) if Owner is two or more
people or entities owning a Unit as tenants in common, then the RPA
Agreement shall terminate upon the death, bankruptcy, insolvency or
dissolution of the persons or entities owning more than a 50% interest in
the Unit on a cumulative basis.

(iv) The RPA Agreement shall automatically terminate, as to a
specific Owner, upon the conveyance or other transfer of Owner's title to
his Unit, whether by sale to a third party, foreclosure by a mortgagee or
otherwise.

(v) Any termination of the RPA Agreement shall be subject to any
then existing Unit rental reservations. An Owner shall receive a refund
of his pro rata share of the balance in the reserve accounts established,
if any, pursuant to Sections 4.3 and 9.3 of the RPA Agreement.

(vi) In the event the Owners terminate the RPA Agreement by a
vote of the Owners pursuant to paragraph 10(i) above, then the
consideration granted to the Owners as described herein (i.e., the rights
and benefits granted the Owners under the Access and Use Agreement) shall
be rescinded and of no further force and effect. In that event, all
Owners, their successors or assigns shall have no further rights to use
the amenities at the Wilderness Hotel & Resort.

11. Hotel Use Restriction. Though the RPA Agreement terminates on an
Owner's transfer of his/her Unit. An Owner cannot transfer his/her Unit
free of the restriction contained in the Declaration requiring that the
Unit be used primarily as a hotel rental accommodation through the Rental
Pool if the Unit is to be rented by the Transferee (see "ORGANIZATION OF
HOTEL-CONDOMINIUM - Declaration, Articles and Bylaws," page 39). The
Company shall offer the Transferee an opportunity to participate in the
Rental Pool on the same basis as then currently being offered to the other
Owners.

12. Partnership Relationship. The RPA Agreement creates a
relationship among the Owners and the Company that will likely be
considered a partnership under state law. Therefore, each Owner and the
Company will be a partner in the business of operating the Units as hotel
rental accommodation. As a partner any Owner or the Company could take
actions that bind the partnership and each partner will have unlimited
liability for partnership debts and other partnership claims or
liabilities.

13. Federal Income Tax Treatment. A Prospective Purchaser should
understand that certain tax benefits described herein may not be available
by virtue of any IRS ruling or change in any existing law. In addition,
there is a substantial risk that the tax deduction of expenses of owning
and operating a Unit may be limited to the income realized with respect to
a Unit. The particular circumstances of each Prospective Purchaser will
determine the degree to which such Prospective Purchaser will be able to
utilize any tax benefits related to this investment. Further, there can
be no assurance that benefits derived under existing income tax laws, if
any, will continue as a result of any future legislative changes or future
court decisions (see "INCOME TAX INFORMATION," page 44).

The Company has received an opinion of Sweeney & Sweeney, S.C.,
counsel for the Company, that the RPA Agreements will not create a
corporation for federal income tax purposes. The opinion is subject to
certain conditions and if any of such conditions are not satisfied,
counsel's opinion may not be applicable and accordingly may be withdrawn.
Such an opinion will not be binding on the Internal Revenue Service.

Counsel has only rendered an opinion that the RPA Agreements, in the
aggregate, will not be considered a corporation for federal income tax
purposes; counsel has not rendered an opinion with respect to any other
tax matters described herein or the availability of income tax deduction
or other items to the Owners.

14. Taxation of Undistributed Revenues. An Owner's share of Gross
Room Revenues retained by the Company for debt service, working capital or
other reasons must nevertheless be taken into account at the end of each
taxable year by each Owner for income tax purposes, and Owners will have
to report and pay tax on such income not distributed to them by virtue of
such accumulation. (See "INCOME TAX INFORMATION," page 44).

15. Occupancy Rate. An Owner's share of income and expenses under
the RPA Agreement will be determined without regard to the actual
occupancy of such individual Owner's Unit and shall be based on the actual
and collective occupancy of the Units in an Owner's specific Rental Pool.
The actual occupancy of a Unit by hotel guests will be affected by many
factors, the desirability of a Unit to hotel guests, the applicable room
rate and the Unit's special features and including decisions of the
Company regarding assignment of hotel guests to available Units.

Risk Factors Relating to the Ownership of a Condominium Unit.

1. General Risks of Real Estate Investment. A condominium unit is
not a liquid asset and an investment in a Unit is subject to all the risks
inherent in real estate investment, including national and local economic
conditions, the supply of and demand for similar resort hotel
condominiums, the availability of financing, the possibility of natural
disasters and the inevitability of increases in all costs and expenses
incurred by Unit Owners. Although real estate values have appreciated
substantially in recent years, there can be no assurance that the Units
will appreciate in value. Therefore, there is a possibility of loss
rather than a gain on resale of a Unit. (see "DESCRIPTION OF THE
HOTEL-CONDOMINIUM PROJECT - Hotel
Facilities," page 34).

2. Expenses of Owning a Unit. In addition to each Owner's liability
under the RPA Agreement for each Owner's pro rata share of Room Operating
Expenses, each Owner will also be required to pay directly, or indirectly
through the Association, the cost of fire, casualty and liability
insurance, all expenses relating to the operation and maintenance of the
common elements appurtenant to the Unit, utility costs, property taxes,
membership fees and charges, the Association and mortgage payments, if
any, attributable to the Unit. (See "DESCRIPTION OF THE RENTAL POOL -
Annual Expenses of Owners," page 33.) There can be no assurances with
regard to the amount of such expenses or assessments. A Prospective
Purchaser should be aware of the fact that an Owner will be liable for
these expenses or assessments regardless of the success or failure of the
Rental Pool, and that failure to pay these expenses or assessments could
result in the establishment of and foreclosure of a lien on the Unit.

3. Permits and Approvals. The required local permits and approvals
to build the Units in Phases I and II and to declare it a condominium (for
both Phases) are required to be obtained. Further, additional permits and
approvals not yet anticipated may be required before the Units can be
delivered to the Owners. No assurance can be given that any approvals
will be obtained in time to accommodate the planned July 1998 (Phase I)
and July 1999 (Phase II) opening of the Units for business.

4. Completion of Construction. Completion of construction of the
Units on schedule may be affected by factors beyond the Company's control,
such as strikes, weather conditions and inability to obtain materials.
Any such delays in the construction of the Units would delay occupancy of
the Units and adversely affect the potential for initial success of the
Rental Pools.

5. Financing of Purchase. If a Prospective Purchaser intends to
finance the Unit purchase, a Prospective Purchaser must arrange financing
with a lending institution of the Prospective Purchaser's choice and there
can be no assurances that funds will be available or, if available, that
they will be loaned at an interest rate or upon other terms satisfactory
to the Prospective Purchaser. If acceptable financing cannot be obtained
and the Prospective Purchaser is unable to complete the purchase of the
Unit, the Prospective Purchaser's down payment may be forfeited. (See "THE
OFFERING - Financing of Purchase," page 25).

6. Downpayments. Initially each Prospective Purchaser's downpayment
will be escrowed, however, the Company reserves the right to use the
downpayment funds toward payment of the Units' construction costs after
the foundation and roof of the Hotel-Condominium Project has been
substantially completed. The downpayment will be returned to the
Prospective Purchaser if, for any reason other than the default of the
Prospective Purchaser, the purchase of the Unit fails to close. If,
however, the purchase fails to close due the Prospective Purchaser's
default, the Company will have the right to retain the downpayment as
liquidated damages. (See "THE OFFERING - Terms of Purchase," page 23).

7. Absence of Market for Units. There is not now, nor is there ever
expected to be, any organized market for the Units. There can be no
assurances that the Units can be resold for their original purchase price
under this Offering, nor at any price.

8. Voting Power. The power to control the actions of the
Association, whether through its Board of Directors or through the members
acting as a group, rests with owners of each condominium unit in the
Wilderness Hotel Condominium. Because Wilderness Hotel & Resort, Inc. and
Wild Golf, Inc. own a large portion of the Wilderness Hotel & Resort,
however, the vote of the Association will not solely be able to influence
or control the direction of the Wilderness Hotel & Resort.

9. Incomplete Offering. The Company has reserved the right, in its
sole and absolute discretion, to cancel this Offering and refund any
deposit, with interest, received by the Company from Prospective
Purchasers (exclusive of certain payments made on behalf of the
Prospective Purchaser).

10. Reliance on Management. Pursuant to the terms of the RPA
Agreement, the Owners have no authority to control the management and
operation of the Rental Pools or the Company. Management and operation of
the Rental Pools and the Company reside solely in the Company, its
officers and directors. Accordingly, the Owners will have no control over
changes in policy in regard to the Rental Pools and any changes in the
Rental Pools' policies may not fully serve the interest of each individual
owner (see DESCRIPTION OF THE RENTAL POOL-Term, page 27 and the RENTAL
POOLING AND AGENCY AGREEMENT, attached as Exhibit 4-A).

11. Absence of Independent Underwriter and Appraiser. No appraisals
or other independent valuations have been obtained for the purpose of
determining the value of the Units. The value of the units have been
determined solely by the Company on a basis of its objective evaluation of
marketing conditions.

12. Dependance on Key Personnel. The Units will be managed by the
Company. The loss of the services of Thomas J. Lucke and/or S. Peter
Helland, Jr., both officers and directors of the Company, could have
serious adverse effect on the operation of the Units, the Rental Pools and
the Wilderness Hotel & Resort.

13. Americans With Disabilities Act. Under the Americans with
Disabilities Act (the "ADA") all public accommodations are required to
meet certain federal requirements related to physical access and use by
disabled persons. A determination that the Units are not in compliance
with the ADA could result in imposition of fines, injunctive relief,
damages and attorneys fees. If the Company is required to make
modifications over and above the proposed improvements, the cost of the
Units could increase significantly, adversely effecting the price of the
Units. A finding of noncompliance could also endanger the Company's
ongoing ability to rent the Units as hotel accommodations to the general
public.

14. Absence of Operating History of the Company. The Company is a
recently formed Wisconsin corporation and has no operating history. The
Company has used the existing actual historical information for the
existing 138 non-condominium hotel units located at the Wilderness Hotel &
Resort to determine the projected operational income and expenses. The
Company's anticipated operations and business plan are subject to all the
risk inherent in the establishment of a new enterprise in a competitive
market and volatile industry such as the Wisconsin Dells area resort hotel
operations. Prospective Purchasers should carefully consider their rights
and obligations under the RPA Agreement and the Declaration (see
ORGANIZATION OF HOTEL-CONDOMINIUM, page 39).

Conflicts of Interest

1. Conflicts Within Hotel Management. The Company will act as agent
for the Owners under the RPA Agreement. During the development stage of
the Units, the Company will control the board of directors of the
Association. The Company intends to enter into a contract with the
Association for the management, operation and maintenance of the common
areas controlled by the Association. The affiliates of the Company will
own and operate the Wilderness Hotel & Resort. The officers and directors
of the Company are also officers or directors of Wild Golf, Inc.,
Wilderness Hotel & Resort, Inc. and WILBAR, Inc. and have been involved
directly with the development and promotion of the Wilderness Hotel &
Resort and may be involved, directly or indirectly, in the operation of
the Units. Accordingly, the Company may have conflicts of interest with
regard to (1) its services to be performed for the Owners under the RPA
Agreement and for the Association under a common areas management
agreement, (2) the remuneration to be paid for providing such services,
(3) its relationship as manager of the common areas for the Association,
and its initial control of the board of directors of the Association, and
(4) the manner in which the obligations of the Wilderness Hotel & Resort
management and the Association have to one another are performed.

2. Conflicts Within Wilderness Hotel & Resort. Wilderness Hotel &
Resort, Inc., Wild Golf, Inc. and WILBAR, Inc. currently operate and
perform management services for the Wilderness Hotel & Resort. The
Company and it affiliates intend to develop, market and manage, in the
future, other hotels, condominiums, or hotel-condominium projects, to
organize condominium or homeowners' associations for the operation of such
projects, to designate its employees as temporary directors for such
associations and to act as rental agent and managers for the owners of
units in such projects. The existing Wilderness Hotel and future projects
at the Wilderness Hotel & Resort will be in competition with the Units for
rental accommodation.

3. Company Policies. The Company and its other affiliates have
adopted the following policies with respect to the conflicts of interest
set forth above, however, these policies may be varied if circumstances
change:

(a) Transactions Within Hotel Management. The Company will provide
rental management services for the Units under the RPA Agreement. The
Company intends to enter into a management agreement with the Association
to provide management services for the common areas of the Units and
intends to enter into an access and use agreement with Owners to provide
Owners with certain access and use of the Wilderness Hotel & Resort
recreational facilities. It is the policy of the Company that the
Company's operation of the Units and the common areas and its, or any
affiliate's, relationship with the Owners or the Association, will be on
terms no less favorable to the Owners or the Association than the terms
pursuant to which such operations or relationships with unrelated persons
or entities are or could be conducted.

(b) Competition by Affiliates Within Wilderness Resort. The Company,
Wilderness Hotel & Resort, Inc., Wild Golf, Inc. and Wilbar, Inc. intend
to cooperate with each other in providing appropriate accommodations for
prospective tenants. The Units, together with all other condominium Units
built in the future will be given a fair exposure to prospective tenants
that contact the Company for reservations.

Assumptions

The table of the estimated revenues and expenses of the Rental Pool
in Exhibit 18 are based in large part on the assumptions described
therein. The assumptions for the Units are based on extensions and
projections using the actual historic figures from the operation of the
Wilderness Hotel & Resort's existing 138 non-condominium units. Though
the Company has attempted to make realistic assumptions for the purpose of
these tables, some or all of the assumptions used therein may be
erroneous, in which case the economic results shown therein would also be
erroneous. There is and can be no assurance that the assumptions on which
these tables of economic results are based will be correct. For example,
most of the factors described herein under the heading "RISK FACTORS AND
OTHER FACTORS TO BE CONSIDERED" would affect the correctness of the
assumptions contained in the enclosed tables. In addition, the economic
results presented in these tables, even if the underlying primary
assumptions are accurate, should be considered reasonable approximations
only. They are based upon reasonably precise methods of computation and
secondary assumptions believed to be reasonable to the nature and the
purpose of the analysis.

USE OF PROCEEDS

Gross proceeds to be received by the Company from the sale of all of
the Units (see "COMPENSATION AND FEES" page 19), are expected to be
$18,987,699.00, and are expected to be applied approximately as follows:

COMBINED PHASES I AND II

% of Gross
Amount Proceeds

Gross Proceeds of This
Offering $18,987,699.00 100.00%

Public Offering Expenses
(legal, accounting and
printing) $284,815.00 1.50%

Sales Commissions* 0.00 0%

Amount Available for
Application Toward Units
Construction Costs and Additional
Recreational Facilities;
Related Fees and
Expenses; and Proceeds
Due Seller $18,702,883.00 98.50%

* Notwithstanding this chart, a commission and/or compensation will
be paid if a sale of a Unit is procured by a duly licensed qualified
and/or exempt person or entity under any state and/or federal
requirement(s). Any such commission and/or compensation so paid shall be
paid by the Company from the Proceeds Due Seller listed in the above
chart.

PHASE I
% of Gross
Amount Proceeds

Gross Proceeds of This
Offering $8,478,900.00 100.00%

Public Offering Expenses
(legal, accounting and
printing) $127,183.50 1.50%

Sales Commissions* $0.00 0%

Amount Available for
Application Toward Units
Construction Costs and Additional
Recreational Facilities;
Related Fees and
Expenses; and Proceeds
Due Seller $8,478,900.00 98.50%

PHASE II

% of Gross
Amount Proceeds

Gross Proceeds of This
Offering $10,508,800.00 100.00%

Public Offering Expenses
(legal, accounting and
printing) $157,632.00 1.50%

Sales Commissions* 0.00 0%

Amount Available for
Application Toward Units
Construction Costs;
Related Fees and
Expenses; and Proceeds
Due Seller $9,878,272.00 98.50%

PHASES I AND II

The Company presently estimates that the total cost of the entire
construction cost of the Units and the Additional Recreational Facilities
will be approximately $12,815,000 allocated among the following cost
categories:

Expense Item

Hotel Building and
Additional Recreational
Facilities $3,664,000.00 $4,336,000.00

Furniture, Fixtures and
Equipment 458,000.00 542,000.00

Access Roads, Parking Lots,
Sewage Facilities and
Common Elements 716,000.00 849,000.00

Landscaping 68,700.00 81,300.00

Architectural and
Engineering Fees 91,600.00 108,400.00

Construction Financing Fees
and Interest 229,000.00 271,000.00

Marketing, Advertising and
Printing 458,000.00 542,000.00

General and Administrative
Costs 114,500.00 135,500.00

Other Pre-Opening Costs 68,700.00 81,300.00

Total: $5,868,500.00 $6,946,500.00

The above estimated costs of completing the Units in Phases I and II
will vary depending on the period of construction, changes in financing
interest rates and the like. The Company, however, will be fully liable
for payment of the costs of completing the construction of the Condominium
Hotel Project and will fund the amount of such costs which exceed the
proceeds from this Offering available for application toward such
construction costs. The Company reserves the right to change the sales
price of the Units at any time.

The Company presently estimates that the proceeds will be as
follows:

Amount Available to Company $6,172,000.00

Reduction in Construction Loans
and Other Loans 6,172,000.00

Net Cash Due Seller 0.00

COMPENSATION AND FEES

The following table presents the compensation and fees expected to
be received by the Company and/or its affiliates in connection with this
Offering or in the operation of the Units.

Person or Entity Nature of Compensation or Fees Amount

The Company The Company, pursuant to the RPA $1,333,773.00
Agreement, will receive a (estimate
Management Fee of 35% of Gross annually)
Room Revenues (see "DESCRIPTION
OF THE RENTAL POOL - The
Company's Compensation," page 31
Assuming all Units will be in the
Rental Pool and further assuming
an average $157.00 rental rate
per occupied night and a 50%
occupancy rate the Company will
receive annually a fee of
$1,333,733.00:

THE OFFERING

The Company offers for sale 133 Units at an aggregate price of
$18,987,700 to be operated as hotel rental accommodations under a
mandatory (if the Units are to be rented) rental pool arrangement. In the
event a Prospective Purchaser elects not to rent the Unit through the
Rental Pool, then the Prospective Purchaser may only use the Unit for
personal use by the Prospective Purchaser and his/her immediate family
(see "DESCRIPTION OF THE HOTEL-CONDOMINIUM PROJECT," page 33, and
"DESCRIPTION OF THE RENTAL POOL," page 26. The Units and the rental
pooling feature offered by the Company are designed as business
investments in a hotel-condominium project located in a golf resort
complex. No assurances can be made by the Company that any distributions
of cash will be made under the RPA Agreement, that will be equal to or in
excess of the cost incurred by the Owners in connection with operating and
maintaining the Units.

PHASES

The Units as offered pursuant to this Prospectus shall be offered
and sold in Phases. The first phase ("Phase I") shall consist of 61 hotel
condominium suites to be constructed at the Wilderness Hotel & Resort.
The second phase ("Phase II") shall consist of 72 hotel condominium suites
to be constructed at the Wilderness Hotel & Resort.

Phases I and II

There are a total of 133 Units in Phases I and II of the Wilderness
Hotel & Resort. These Units consist of 61 Units in Phase I and 72 Units
in Phase II. These Units are to be constructed in substantial compliance
with preliminary descriptions contained herein. The Company anticipates
beginning construction of Phase I in September of 1997 and construction of
Phase II in September of 1998. Estimated time for completion is September
1998 for Phase I and September 1999 for Phase II. There are twelve (12)
different types of Units in Phases I and II. Units are further classified
by location and the possible addition of a loft. (See "Description of
Units," pages 34, 35 and 36 and Exhibit 17).

Purchase Prices

The Units to be sold in Phase I shall be sold at the price as set
forth in the published price schedule to be delivered with this
Prospectus. The prices for the various types of Units in Phase I will
vary according to the Units special features, (i.e., square footage, view,
proximity to amenities and the like). The Company reserves the right to
change the prices of any or all unsold Units from time to time by the
publication of a new price schedule. Any price change will be effectuated
in response to changes in market conditions or changes in development and
selling costs from those currently anticipated.

The initial prices for each type of Unit (including furnishings)(See
"Description of Unit" Pages 35, 36, 37 and 38, and Exhibit 17) are as
follows:

PHASES I AND II

Number of Units Description of Unit Initial Prices

18 Type A-1 Unit $114,900.00

20 Type A-Unit $120,900.00

9 Type B-1 Unit $128,900.00

10 Type B Unit $131,900.00

21 Type C-1 Unit $130,900.00

19 Type C Unit $136,900.00

10 Type D-1 Unit $145,900.00

10 Type D Unit $148,900.00

8 Type E Unit $192,900.00

4 Type F Unit $207,900.00

2 Type G $182,900.00

2 Type H $177,900.00

The purchaser will also be required to pay: (1) an advanced payment
of the first three months Association fees and the pro rata balance of the
current quarter's Association fees (see "ORGANIZATION OF HOTEL-CONDOMINIUM
- Declaration, Articles and Bylaws - Liability of Members, " page 40); (2)
the amount of any loan fee or other costs payable at closing in connection
with financing of the Unit, if any; (3) title insurance expenses; and (4)
certain other closing costs, including but not limited to State of
Wisconsin Real Estate Transfer Fee, the total of which should not exceed
$1000.

The following tables set forth the estimated amount of cash required
for purchase of a representative Unit:

<TABLE>
Estimated Cash Required
<CAPTION>

PHASES I AND II

Item Type A-1 Unit Type A Unit Type B-1 Unit Type B Unit
<S> <C> <C> <C> <C>
Unit Purchase Price (1) $114,900.00 $120,900.00 $128,900.00 $131,900.00
Recording Fees (2) 12.00 12.00 12.00 12.00
Title Insurance (3) 345.00 363.00 387.00 396.00
4-1/2-Months Advance
Association Fees (4)
(estimated average) 900.00 900.00 900.00 900.00
Additional Miscellaneous
Closing Costs (5) 1,000.00 1,000.00 1,000.00 1,000.00
Total Cash Payment (6) $117,157.00 $123,175.00 $131,175.00 $134,208.00

Item Type C-1 Unit Type C Unit Type D-1 Unit Type D Unit
<S> <C> <C> <C> <C>
Unit Purchase Price (1) $130,900.00 $136,900.00 $145,900.00 $148,900.00
Recording Fees (2) 12.00 12.00 12.00 12.00
Title Insurance (3) 393.00 411.00 438.00 447.00
4-1/2-Months Advance
Association Fees (4)
(estimated average) 900.00 900.00 900.00 900.00
Additional Miscellaneous
Closing Costs (5) 1,000.00 1,000.00 1,000.00 1,000.00
Total Cash Payment (6) $133,205.00 $139,205.00 $148,250.00 $151,259.00

Item Type E Unit Type F Unit Type G Unit Type H Unit
<C> <C> <C> <C> <C>
Unit Purchase Price (1) $192,900.00 $207,900.00 $182,900.00 $177,900.00
Recording Fees (2) 12.00 12.00 12.00 12.00
Title Insurance (3) 579.00 624.00 549.00 534.00
4-1/2-Months Advance
Association Fees (4)
(estimated average) 900.00 900.00 900.00 900.00
Additional Miscellaneous
Closing Costs (5) 1,000.00 1,000.00 1,000.00 1,000.00
Total Cash Payment (6) $195,391.00 $210,436.00 $185,361.00 $180,346.00

(1) Assumes an initial purchase price for each type of Unit set forth under "THE OFFERING - Purchase Prices", page 20.

(2) Recording fees are approximately estimated at $12.

(3) Estimated at $3.00 per thousand based on current prices.

(4) At closing each Prospective Purchaser will be required to pay (a) 3 months' Association fees in advance to establish a
reserve for extraordinary repairs and capital expenditures; and (b) the pro rata balance of the current quarter's
Association fees (billed quarterly in advance) due as of closing, for the purposes of the above table, it is assumed
that the estimated current quarterly payment is based on 1-1/2 months of assessments being due and owing. For purposes
of this section the 4 1/2 month advance association fee is an estimated average at $900.00 (see "ORGANIZATION OF HOTEL-
CONDOMINIUM - Declaration, Articles and Bylaws - Liability of Members," page 40).

(5) Additional Miscellaneous Closing Costs includes Wisconsin Transfer Fee (.003 of Purchase Price) and other closing costs
which, for purposes of this table, are estimated in the aggregate of $1,000.00.

(6) If a Prospective Purchaser finances his Unit purchase the total cash payment would be reduced by the amount of the loan;
however, additional costs of closing would likely be incurred by the Prospective Purchaser, including but not limited to
fees for the loan application, loan origination, credit reports, appraisals, closing fee and attorney's services, and
prorated accounts for interest and taxes (see "Financing of Purchase" below).

</TABLE>

Terms of Purchase

Each Prospective Purchaser of a Unit will be required to sign a
construction and sales agreement (the "Construction and Sales Agreement")
for a Unit in the form as set forth in Exhibit "4-A", attached to this
Prospectus. The Construction and Sales Agreement both provide for an
immediate escrow payment of an amount equal to 10% of the Unit's Purchase
Price and payment in full of the balance of the Purchase Price at the
closing. The closing will occur after substantial completion of the
Prospective Purchaser's Unit upon 20 days prior written notice of closing
from the Company to the Prospective Purchaser. The escrow payment will be
held by an independent banking institution or by the Company's
construction lender. If the Company cancels this Offering and terminates
each executory Construction and Sales Agreement it has entered into prior
to such cancellation date, the Company will return the escrow payment in
full to each Prospective Purchaser together with interest from the date of
the Construction and Sales Agreement to the date of such cancellation less
sums paid on behalf of the Prospective Purchaser, if any. In the event
the purchase fails to close for any other reason, other than the default
of the Prospective Purchaser, the Company will return the escrow payment
in full to the Prospective Purchaser, with interest. If the purchase
fails to close due to a default of the Prospective Purchaser, the Company
will have the right to terminate the Construction and Sales Agreement and
retain the escrow payment and interest accrued as liquidated damages, or
to bring an action for specific performance (see Exhibit 4-A, "The
Construction and Sales Agreement").

Pursuant to the Construction and Sales Agreement, the Company will
warrant to each Prospective Purchaser that:

(1) The Units are or will be structurally sound and constructed in
compliance with all applicable zoning laws and in accordance
with the plan and specifications;

(2) All materials, equipment and furnishings used in the
construction of the Units or to be supplied to the Units shall
be of good quality and at the closing of the Unit purchase will
be in good condition and fully operational;

(3) The Company has no knowledge of any pending or contemplated
condemnation of any portion of the Units or any contemplated
zoning changes that would materially adversely affect the Units
construction project;

(4) The construction contractor has/will warrant(ed) and
guarantee(d) the work to be performed and the materials to be
furnished in the construction of the Units and agrees to make
good, at its expense, any defects in materials or workmanship
which may occur or develop within a reasonable period following
completion of construction; and

(5) Standard manufacturer's warranties will apply to all furniture
and fixtures to be placed in the Units.

At closing, the Company will convey to Prospective Purchaser good
and marketable title to the Unit. At closing, the Company will also cause
to be issued to Prospective Purchaser, at Prospective Purchaser's expense,
a standard owner's title insurance policy in the amount of the Purchase
Price insuring title to the Unit subject to the standard ATLA printed
exceptions and the Declaration, (see "DESCRIPTION OF THE HOTEL-CONDOMINIUM
PROJECT - Description of Wilderness Hotel & Resort, " page 34), the RPA
Agreement, any mortgage or other encumbrance placed on the Unit by
purchaser, any taxes and assessments for the year not yet due and payable,
and all condominium documents, easements, zoning, rights-of-way, and other
restrictions and reservations of record, none of which will materially
limit the use of the Unit for the operation as a hotel to abe operated
under the terms of the RPA.

Cancellation

Each Prospective Purchaser is given the right, pursuant to Section
703.33 of the Wisconsin Statutes, to cancel the Construction and Sales
Agreement, without penalty or obligation, within five (5) days from the
date of the execution of the Construction and Sales Agreement and/or five
(5) days from the receipt of this offering containing the proposed
Condominium Documents, whichever is later. A Prospective Purchaser must
notify the Company in writing of his/her intent to cancel. The notice of
cancellation shall be effective upon the day sent and shall be sent to the
Company at 511 E. Adams Street, Wisconsin Dells, Wisconsin 53965. Any
attempt to obtain a waiver of the Prospective Purchaser's cancellation
right is unlawful. While the Prospective Purchaser may execute all
closing documents in advance, the Company's use of the deposit pursuant to
the Construction and Sales Agreement, before the expiration of the five
(5)-day cancellation period is prohibited.

Financing of Purchase

The Company has made no arrangement with any financial institution
for financing of the purchase of any Units by the Prospective Purchaser
and makes no representation concerning the availability or terms of such
financing. Prospective Purchasers must make their own arrangements for
financing. All costs associated with obtaining financing, such as fees
for the loan application, the loan origination, the appraisal, closing
costs, attorney's services and credit reports, shall be paid by
Prospective Purchaser. A Prospective Purchaser who intends to finance the
purchase of a Unit should include the effect of such financing in the
evaluation of this Offering.

Sales

The Units will be sold on a best effort basis by the Company at the
prices established on the published price schedule contained herein (see
Purchase Price Table, page 20). In the offering of the Units the Company
may be considered an "underwriter" as that term is defined in the
Securities Act of 1933. The Company's sales will be conducted only by
owners, officers and directors of the Company and because no commissions
and/or compensation based on the sale of any Unit will be paid, the
Company is not required to hold a Wisconsin real estate license nor a
broker/dealer security license. The sales literature, other than this
Prospectus, to be used in promoting sales of the Units are the floor
plans, Unit specifications and miscellaneous brochures regarding the Units
and the Wilderness Hotel & Resort (see "SUMMARY OF PROMOTIONAL AND SALES
MATERIAL," page 53). In addition to this Prospectus, prior to closing,
each Prospective Purchaser of a Unit will receive a copy of the
Declaration, the Articles of Incorporation and the Bylaws for the
Association, the current rules and regulations adopted by the board of
directors of the Association (see ORGANIZATION OF HOTEL-CONDOMINIUM," page
39), (see "DESCRIPTION OF HOTEL-CONDOMINIUM PROJECT - Description of
Wilderness Hotel & Resort," page 34).

See also Exhibits 10-A, 10-B and 10-C.

IN ADDITION TO THE COMPANY'S RIGHT TO TERMINATE THIS OFFERING, THE COMPANY
MAY ELECT NOT TO CONSTRUCT ANY PHASE OF THE CONDOMINIUM-HOTEL PROJECT AT
ITS SOLE AND ABSOLUTE DISCRETION.

DESCRIPTION OF THE RENTAL POOL

Each Prospective Purchaser and all Transferees of a Unit offered
hereby, intending to offer their Unit(s) for rent or lease, shall be
required to enter into the Rental Pooling and Agency Agreement (the "RPA
Agreement"), under which the Company is appointed agent and
attorney-in-fact for the Owner in the rental operation and management of
the Owner's Unit as a hotel accommodation. Under the RPA Agreement the
Owners will share in the net rental income from the rental of all of the
Units participating in that Unit's Rental Pool. There are seven (7)
specific Rental Pools in Phases I and II. Each individual Rental Pool is
made up of similar Units and each Rental Pool is more particularly
described below:

Phases I and II

Type of Unit in Number of Units in Description (1)
Pool Rental Pool

A 38 One Room

B 19 One Room/Loft

C 40 One Bedroom

D 20 One Bedroom/Loft

E 8 Master Bedroom

F 4 Three Bedroom/Loft

G/H 4 One/Two Bedroom(s)

(1) As more particularly described on pages 35 and 36, as "Description
of the Unit" and pages 37 and 38 in the "Description of the
Furnishings," and Exhibit 17.

The following is a brief summary of the provisions of the RPA
Agreement and does not purport to be a complete statement of the terms and
conditions set forth therein. The following statements are qualified in
their entirety by reference to the complete document, a copy of which is
attached hereto as Exhibit 4-B.

Each separate Rental Pool shall have its own accounting. Gross Room
Revenues for each Rental Pool shall be separately listed and defined. The
expenses for each Rental Pool shall be separately noted and entered. Each
Rental Pool shall keep and retain its own set of accounting ledgers.

Term.

The RPA Agreement commences on the closing date of an Owner's
purchase of his Unit and continues indefinitely unless sooner terminated.
The Owner at the Closing of his/her Unit shall execute the RPA Agreement.
Any time after twenty (20) years following the date the first completed
Unit is placed under the Company's rental management pursuant to the RPA
Agreement, the Owners, upon a two-thirds majority vote at a meeting called
for such purpose, may terminate all of the RPA Agreements and establish an
alternate agency for the management of the rental program. Any time after
three (3) years following the Closing of the last Unit sold, the Company
may terminate any individual Owner's RPA Agreement, or the RPA Agreement
with respect to all of the Rental Pools, by giving 90 days prior written
notice to the individual Owner or to all the Owners, as the case may be.

The RPA Agreement shall terminate with respect to an individual
Owner upon that Owner's death or upon either the Owner's or the Company's
bankruptcy, dissolution or other termination of existence. The Company,
however, shall offer any Transferee the right to execute the RPA Agreement
and join the Rental Pool if the RPA is still in full force and effect.
Furthermore, once the RPA Agreement covering an individual Unit is
terminated, the Unit is excluded from the Rental Pool for as long as the
present owners retain ownership; however, the Unit remains subject to a
restriction contained in the Declaration that the Unit be used primarily
as a hotel rental accommodation or in the alternative as a nonrental
personal use condominium (see "ORGANIZATION OF HOTEL-CONDOMINIUM -
Declaration, Articles and Bylaws" page 39).

Management and Control.

As agent for the Unit Owners, the Company has full power and
authority to take all actions and to do all things reasonably necessary or
desirable for the proper, efficient and economical management and
operation of all of the Units. The Company is obligated to establish and
maintain marketing and operating programs, policies and procedures for the
rental of the Units with a goal of reasonable profitability. The Company
is given total discretion and control in all matters relating to the
rental operation of the Units, including the authority to demand, reserve
and receive rental payments, subject only to certain reasonable standards.

The Company will maintain books of account that will be open for
Owner inspection with reasonable notice during normal business hours.
These books will be kept according to accounting principals that are
standard for the hotel industry. The Company will deliver to the Owners,
annually, statements setting forth Gross Room Revenues, Room Operating
Expenses (including Management Fees) and the Owner Net Rental Income with
regard to individual Units and each separate Rental Pool.

Without the Owner's consent and without terminating the RPA
Agreement, the Company may assign all or substantially all of its duties
under the RPA Agreement to an affiliate of the Company or to another
recognized hotel management company. The Company may also merge or
consolidate with another Company without obtaining the Owner's consent.

Owner's Personal Use of the Units.

(a) Personal Use Nights. In addition to all other rights and
obligations available to a Unit Owner, he/she and/or his/her assigns may
use the Unit for a total of ten (10) nights during any one (1) calendar
year within an Owner's own Rental Pool ("Personal Use Nights"). Such
Personal Use Nights shall not be allowed from June 10th through Labor Day.
Further, all Personal Use Nights shall be subject to availability within
Owner's own Rental Pool. An Owner's Personal Use Nights shall be free of
any rental charge whatsoever, except: for any telephone charges; charges
to the room during the Owner's stay at the Wilderness Hotel & Resort;
recreation fees or charges at the Wilderness Hotel & Resort; any
extraordinary wear and tear and/or damage to any Unit and/or the
furnishings contained therein; and any other charge or fee not incidental
to actual rental charge normally due from the occupant of a hotel room
within the hotel industry. In the event an Owner owns a Unit for less
than a full calendar year, the number of Personal Use Nights shall be
prorated on the basis of ten (10) Personal Use Nights per 365 days. Any
use shall be subject to the terms of this Agreement and all rules and
regulations of the Hotel Condominium Project and the Wilderness Hotel &
Resort. Notwithstanding anything contained herein to the contrary,
Personal Use Nights must be used during a calendar year or the right to
use the Personal Use Night shall expire on December 31 of that certain
calendar year. As a result, no Personal Use Nights can be accumulated
from year to year.

(b) Unit Inside an Owner's Rental Pool.

In addition to the Owner using ten (10) Personal Use Nights and at
any time during the year, in the event on the day of the Unit Owner's
check in, at 10:30 p.m., each and every Unit in an Owner's Rental Pool is
not rented, an Owner, on a "first come first serve" basis, may rent that
Unit for 25% of the lowest available rental rate for that Unit taking into
consideration the time of year, other discounts being offered and similar
considerations. This charge of 25% of lowest available rental rate shall
not be considered Gross Room Revenue for purposes of the Rental Pool.
Rather, the sums shall be paid to the Company as an administrative fee to
cover reasonable costs associated with renting the Unit for that night.
Any amount charged to the Owner for his/her occupancy will be deducted
from the Owner's hotel account unless Owner elects to pay upon check out.
In addition to amounts charged Owner for occupancy, Owner shall be charged
for any normal and actual telephone costs or extra ordinary maintenance
costs associated with Owners occupancy.

(c) Unit Outside an Owner's Rental Pool. In addition to the Owner
using the ten (10) Personal Use Nights and at any time during the year, in
the event each and every Unit in an Owner's Rental Pool is rented for a
given night, an Owner may occupy any of the Units in the Hotel Condominium
Project at the lowest available rental rate for that Unit, taking into
consideration the time of year, other discount rates then being offered,
and similar considerations. Seventy-five percent (75%) of the published
rental rate is typical of the lowest available rate given by resort hotels
to various types of groups or repetitive business, except during peak
holiday periods. The terms and conditions of an Owner's reduced rate
occupancy of a Unit with respect to reservations, cancellations and
occupancy shall be identical to the terms and conditions imposed on any
other guest of the Wilderness Hotel & Resort. Any amount charged for an
Owner's occupancy will be deducted from Owner's hotel account unless Owner
elects to pay upon check out. In addition to amounts charged Owner for
occupancy, Owner shall be charged for any normal and actual telephone
costs or extra ordinary maintenance costs associated with Owners
occupancy.

(d) Restriction on Rental. An Owner, may not rent his/her Unit to
others independent of the Company's rental operation of the Units and the
Rental Pools. Further, an Owner can block off and reserve the use of
his/her Unit any time prior to that Unit being reserved by a member of the
general public, but rate will not be determined until the morning after
the Unit Owner's arrival at the Wilderness Hotel & Resort, unless Owner is
using one of his/her ten (10) Personal Use Nights.

(e) Notification of Intent to Occupy. Owner shall not have the
right to use a Personal Use Night on any specific day pursuant to the
terms of this Agreement unless he/she shall make a reservation with the
reservation clerk for the Wilderness Hotel & Resort and the Unit(s) has
not been reserved for occupancy on such days. Similarly, if an Owner
wishes to allow a specified guest to occupy his/her Unit during all or any
of the Owner's Personal Use Nights, Owner must make a reservation as
provided above, together with a written memorandum signed by Owner stating
his consent to the Personal Use Nights being used by the specified guest.
Owner may cancel any Personal Use Night reservation seventy-two (72) hours
prior to date of arrival, and pay a Ten Dollar ($10.00) cancellation fee;
provided, however, that if the notice of cancellation is received less
than seventy-two (72) hours prior to the date of arrival, the Owner, for
the purposes of determining the number of Personal Use Nights used, shall
be deemed to have occupied the Unit for the period specified in his/her
reservation unless the Company shall actually obtain a rental of the Unit
during that period.

(f) Manner of Use. An Owner's Unit may be occupied on a Personal
Use Night by any Owner or specified guest. Only Owner or his spouse shall
be granted discount rates for their use of other categories of Units in
the Hotel Condominium pursuant to paragraphs 2.2(b) and 2.2(c), and only
to the extent other discount rates are then available to group or
repetitive business. At any time a Unit is used by Owner, his/her spouse,
or specified quests, whether being a Personal Use Night, at a discount
rate or otherwise, the user or users shall comply with all Hotel rules and
regulations with respect to their use of the Unit and Hotel Condominium
Project and Wilderness Hotel & Resort facilities. The Personal Use Nights
and/or discount rates, as the case may be, shall be available to the
Owner, spouse, or specified guest on a basis of one per Unit owned by the
Owner. By way of example, an Owner of one Unit using a discount rate or
Personal Use Night shall be entitled to use only one Unit on that specific
night. Any other Unit rented by the Owner spouse or specified guest shall
be at full rack rate.

Rental Rates.

The Wilderness Hotel & Resort will be in direct competition with
hotels, motels and other condominium developments renting condominium
units and hotel rooms in the Wisconsin Dells area (see "DESCRIPTION OF THE
HOTEL-CONDOMINIUM PROJECT - Hotel Facilities," page 34). Accordingly, the
daily rental rates for the Units will fluctuate to meet competitive
conditions. Based on the information contained in the Company's own
analysis of the competition in the local market, the following daily
double occupancy rates to be charged for use of the Units as rental
accommodations have been tentatively adopted by the Company. The Company,
however, reserves the right to charge lower rental rates at any time, as
it deems necessary, and/or as dictated by market condition.

Type of Unit Accommodations High Season (1) Normal Season (2) Winter Season (3)
(Day) (Day) (Day)
<S> <C> <C> <C> <C>
Unit A-1 One Room 170.00 135.00 115.00

Unit A One Room 180.00 145.00 115.00

Unit B-1 One Room/Loft 190.00 150.00 130.00

Unit B One Room/Loft 199.00 160.00 130.00

Unit C-1 One Bedroom 190.00 150.00 130.00

Unit C One Bedroom 199.00 160.00 130.00

Unit D-1 One Bedroom/Loft 210.00 175.00 155.00

Unit D One Bedroom/Loft 225.00 190.00 155.00

Unit E One Bedroom 295.00 250.00 195.00

Unit F Three Bedroom/Loft 315.00 285.00 225.00

Unit G Two Bedroom 250.00 220.00 195.00

Unit H One Bedroom 250.00 220.00 195.00

Special discount rates will be offered for groups and repetitive business.

(1) High Season is considered the months of July and August; however
this period is subject to change.

(2) Normal Season is considered the month of June; also subject to
change.

(3) Winter Season is considered January, February, March, April, May,
September, October, November and December of each year; also subject
to change.

</TABLE>

The Company's Compensation.

Management Fee. Each Owner shall pay to the Company the Management
Fee of 35% of Gross Room Revenues.

Revenues and Expenses of the Rental Pool

The figures in Exhibit 18 represent the estimated annual economics
of each of seven (7) Rental Pools which assumes all 133 of the Units are
participating in the Rental Pool, under varying occupancy rates, however
the Company can make no assurances that these estimates will prove
accurate.

ROOM OPERATING EXPENSES

The types of expenses incurred in owning a Unit include ownership
expenses paid directly by owners ("Additional Expenses Applicable to the
Activity"), expenses related to the Association's management of the common
elements ("Condominium Association Expenses") and expenses related to the
operation of the Rental Pool ("Rental Pool Expenses")(all of these
aforementioned expenses shall be generally known as "Room Operating
Expenses"). Owners will be individually responsible for Additional
Expenses Applicable to the Activity such as real estate and personal
property taxes, mortgage payments (interest and principal), if any, Owner
occupancy charges, casualty insurance and any separately acquired special
services. Condominium Association Expenses relating to the maintenance,
operation and occupancy charges of the common elements will be paid by the
Association and charged proportionately to each Owner via an Association
assessment. The share of each Units Condominium Association Expense will
be directly related to the Units square footage as it relates to the total
square footage (see "ORGANIZATION OF HOTEL-CONDOMINIUM - Declarations,
Articles and Bylaws-Liability of Members," page 40). The operational and
maintenance costs and expenses of renting a Unit will be paid by the
Company as Agent for each Rental Pool from the proceeds of the Management
Fee (to the extent the Management Fee is sufficient to pay the costs and
expenses) and will be charged to each Owner's Rental Pool Account as a
Room Operating Expense. Any deficiencies in the amount of the collected
Management Fee used to pay the costs and expenses shall be collected from
the Unit Owner.

The "Room Operating Expenses" generally include all costs, charges
and expenses attributable to the operation of all of the Units in a
specific Rental Pool and each separate Rental Pool as hotel
accommodations, including without limitation the compensation paid to the
Company pursuant to Sections 3.2 and 3.4; the salaries, payroll rates and
employee benefits of all Hotel Condominium Project personnel providing
services in connection with the rental operation of the Units (i.e.,
managers, assistant managers, bookkeepers, reservation clerks, maids and
room service employees, and the like); costs of linen and laundry service;
costs of guest supplies; advertising and promotional expenses, including
salaries, payroll rates and employee benefits of sales personnel;
reasonable travel expenses of the Company's personnel; costs of office
supplies and equipment, including postage and long distance telephone
charges; fees and commissions paid to travel agents and hotel
representatives; any and all reserves required to replace any improvements
at the Hotel Condominium Project, credit card commissions; bad debt
losses; expenses of repair, maintenance and refurbishment of office,
reception, housekeeping and maintenance areas; expenses of repair,
maintenance and refurbishment of Unit furnishings, fixtures, equipment and
household items; costs of utilities; that certain access and use fee to be
paid pursuant to that certain access and use agreement dated ____________
by and between the Association and the Company and its affiliated entities
(the "Access and Use Agreement"); computer bookkeeping and accounting
expenses; and fees for legal and other professional services. The Room
Operating Expenses also include the cost of thorough periodic cleaning and
repair of the Units and their furnishings, which maintenance, cleaning and
repair shall be done by the Company to the extent feasible on a rotating
basis so as to maintain all Units in proper condition for their rental
use. Room Operating Expenses do not include the charge for fire, casualty
and liability insurance purchased through the Association; Association
charges, fees and assessments; property taxes, or mortgage payments
attributable to any Unit, all of which each Owner shall pay directly or
through the Association.
Sharing of Revenues and Expenses.

The Company shall establish a book account (the "Owner's Account")
for each Owner. The Company shall make deposits in and deductions and
distributions from the Owner's Account in accordance with the RPA
Agreement. The Gross Room Revenue received from all the Units in a
certain Rental Pool will be pooled and allocated to each Owner's Account
pursuant to the following formula:

Gross Room Revenue from the Rental Pool
Number of Units in the Rental Pool

The Room Operating Expenses shall consist of Rental Pool Expenses ("Rental
Pool Expenses"). The Rental Pool Expenses attributable to all of the
Units in each Rental Pool, shall include but are not limited to, the
salaries, wages and employee benefits of front desk, housekeeping, sales,
marketing and administrative personnel; the costs of laundry, cleaning
supplies, uniforms, office and front desk supplies; utilities; unit
maintenance and repairs; and legal and accounting fees will be charged to
each Unit Owner's Account pursuant to the following formula:

Gross Room Revenues from a Rental Pool

Combined Gross Room Revenue from all X Total Rental Pool
Rental Pools Expenses

The Condominium Association Expenses will include, but are not limited to,
common area management fee, common insurance, Directors and Owner's common
insurance, common electricity and gas, common water and sewer, common
repair/maintenance, legal, accounting, telephone, tax reserves, satellite,
garbage and snow removal. Each owner will be liable for such expenses
based on the following formula:

Number of Square Feet in a Unit

Total Number of Square Feet in X Total Association Fees
the Units and Common Areas

The Company will make at least quarterly distributions to each Owner of
any Net Rental Income (Gross Room Revenues less 35% Management Fee, less
Room Operating Expenses, less Owner occupancy charges and working capital
reserve) or will assess the Owner for any deficit in his/her Owner's
Account. Each Prospective Purchaser must recognize that under the RPA
Agreement the Prospective Purchaser will be liable for any share of losses
associated with the Units.

The break down of estimated income and expense associated with
ownership of the types of Units are contained in Exhibit "17" attached
hereto. Although these tables are based on the best estimates of the
Company at the present time, the Company can make no assurances that these
estimates will prove accurate. Accordingly, these tables are not to be
relied on as projections of future income or tax benefits.

Annual Expenses Of Owners

See "INCOME TAX INFORMATION--Additional Expense Applicable to the
Activity," page 46.

DESCRIPTION OF THE HOTEL-CONDOMINIUM PROJECT

Description of the Lake Delton/Wisconsin Dells Area

Area Year Round Population: approximately 3,800

Location: Sauk and Columbia Counties, South Central Wisconsin,
North of Chicago 190 miles, Madison 53 miles, Northwest of Milwaukee 116
miles and Southeast of Minneapolis 210 miles.

Schools and Churches: The Wisconsin Dells School District enrolls
1,449 students in six school buildings, including the Wisconsin Dells
Senior High School, the Wisconsin Dells Elementary/Junior High School, and
four elementary schools. Business people can tap into the resources at
the world-renown University of Wisconsin - Madison, 50 miles south. There
is also a University of Wisconsin campus in Baraboo and Madison Area
Technical College all within commuting distance. Wisconsin Dells has six
churches serving the area. The city hosts the annual convention of the
World Wide Church of God.

Recreation: The Wisconsin Dells Visitor and Convention Bureau
promotes the area through an annual budget in excess of $1 million. The
area consistently increases its annual tourist totals, leading to record-
breaking sales figures every year for area businesses. More than 1.5
million people visit Wisconsin Dells each year. Local amenities within 20
miles of Wisconsin Dells include:

31 public beaches 88 restaurants
74 outdoor pools, 30 indoor pools 3 state parks within 15 miles
16 tennis courts 100 miles of bicycle trails
74 shops 570 miles of state funded snowmobile
72 family attractions trails in five county areas
10 public golf courses 4 downhill ski areas

Transportation: Wisconsin Dells is strategically located at
junction U.S 12 and U.S. 16 and Wisconsin's major Highway Interstate 90-
94. Four interstate entrances quickly and easily lead motorists into the
Wisconsin Dells area from Chicago, Milwaukee, Madison, LaCrosse and
Minneapolis/St. Paul. In addition, State Highways 13 and 23 intersect in
the city of Wisconsin Dells. Wisconsin Dells is centrally located in
Wisconsin and is served by numerous large trucking facilities, as well as
rail and overnight air service. UPS has one of its central distribution
hubs located in the immediate area. Federal Express and Purolator provide
daily service. Greyhound and Trailways bus lines provide daily passenger
and freight service to Wisconsin Dells from all major markets.

Rail and Air: AMTRAK provides mainline passenger service to
Chicago, St. Paul and Milwaukee. The Soo Line provides freight service.
Air service is available at the Baraboo/Wisconsin Dells municipal airport
just south of the city. The facility can handle private jets at its 5,200
foot runway. Dane County Regional Airport in Madison, 50 miles south,
provides international air service.

General: Because 1.5 million people visit Wisconsin Dells each
year, the city offers police and fire protection beyond most cities with a
permanent population of 3,800 residents.
Wisconsin Dells is served by physicians, optometrists and chiropractors.
Medical care is offered at three area hospitals and a new medical clinic.
In addition, three major hospitals are located in Madison, within 50
minutes of Wisconsin Dells. A new veterinarian clinic has opened.
Shopping is convenient at the two large area grocery stores and a variety
of other retail outlets, such as numerous clothing stores, two drug
stores, a hardware store and an auto parts store.

DESCRIPTION OF WILDERNESS HOTEL & RESORT

Hotel Facilities

The Wilderness Hotel & Resort is located in Wisconsin Dells,
Wisconsin and includes hotel rooms and suites, an indoor and outdoor
family water activity center, and an 18 hole golf course.

On the grounds of the former Dell View Resort, the Wilderness Hotel
& Resort will eventually include a redesigned 27 hole, par 72 golf course,
138 hotel rooms and suites, 133 hotel/condominium/suite units (see
"PHASES," page 20).

The year-round resort, opened in 1995 with indoor and outdoor
swimming pools, waterslides and more than a dozen water activities. Fort
Wilderness, a one-of-a kind water creation in the 10,000 square foot
indoor complex, includes water tunnels, log water slides, water jets and
cannons in a kiddie pool where the water has a maximum depth of 18 inches.
Waterfalls and slides surround the 28,000 square foot outdoor pool area.

In addition to developing one of the Dells most extensive hotel
water activity centers, the Wilderness Hotel & Resort hopes to become an
area golf center. The Dell View golf course will be redesigned in stages
in 1996 through 1998, but will remain open each season and when finished
will house 27 holes.

The Galvano International Golf Academy is headquartered at the
Wilderness Hotel & Resort, offering co-ed, women's and junior camp
options, ranging from two days to a week.

The Wilderness Hotel & Resort is a year round resort located on 170
acres of woods, glens and canyons, includes whirlpools, sauna, fireplace,
game room, driving range, golf clubhouse serving sandwiches, appetizers,
cocktails, convenient access to horseback riding and many other Wisconsin
Dells tourist attractions.

Description of the Units. There are twelve (12) types of Units to
be offered in Phases I and II of the Hotel-Condominium Project, ranging in
size from 633 square feet plus a 96 square foot balcony to 1293 square
feet plus a 144 square foot balcony. Prices range from $114,900 to
$207,900. There are a total of 133 Units to be offered in Phases I and II
of the Hotel Condominium Project under this Prospectus and each Unit is
described as follows:

Type A-1 Unit - Features One Large Room, Kitchen, Whirlpool Tub,
Fireplace, Living Area with Dining, 2 TV's & Deluxe Wall Bed.
Contains 633 square feet plus a 96 square foot balcony. Priced
starting at $114,900

Type A Unit - Features One Large Room, Kitchen, Whirlpool Tub,
Fireplace, Living Area with Dining, 2 TV's & Deluxe Wall Bed and
Golf & Pool Views. Contains 633 square feet of floor area and a 96
square foot Balcony. Priced starting at $120,900.

Type B-1 Unit - Features One Large Room plus Loft with Queen Bed,
Kitchen, Whirlpool Tub, Fireplace, 3 TV's and 2 bedrooms. Contains
633 Square Feet Floor Area, 210 Square Feet of Loft Area and a 96
Square Foot Balcony. Priced starting at $128,900.

Type B Unit - Features One Large Room plus Loft with Queen Bed,
Kitchen, Whirlpool Tub, Fireplace, 3 TV's, 2 Bathrooms and Golf &
Pool Views. Contains 633 Square Feet of Floor Area, 210 Square Feet
of Loft Area and a 96 Square Foot Balcony. Priced starting at
$131,900.

Type C-1 Unit - Features Enclosed Bedroom with Queen Bed & Whirlpool
Tub, Deluxe Wall Bed, Fireplace, Living Area with Dining, Kitchen, 2
TV's and One Bathroom. Contains 828 Square Feet of Floor Area and
an 80 Square Foot Balcony. Priced starting at $130,900.

Type C Unit - Features Enclosed Bedroom with Whirlpool Tub, Deluxe
Wall Bed, Fireplace, Living Area with Dining, Kitchen, 2 TV's, One
Bathroom and Golf & Pool Views. Contains 828 Square Feet of Floor
Area and an 80 Square Foot Balcony. Priced starting at $136,900.

Type D-1 Unit - Features Enclosed Bedroom with Queen Bed & Whirlpool
Tub, Loft with Queen Bed, Living Area with Dining, Kitchen, 3 TV's,
Two Bathrooms. Contains 828 Square Feet of Floor Area, 276 Square
Feet of Loft Area and an 80 Square Foot Balcony. Priced starting at
$145,900.

Type D Unit - Features Enclosed Bedroom with Queen Bed, King Bed &
Whirlpool Tub, Loft with Queen Bed, Living Area with Dining,
Kitchen, 3 TV's, Two Bathrooms and Golf & Pool Views. Contains 828
Square Feet of Floor Area, 276 Square Feet of Loft Area and an 80
Square Foot Balcony. Priced starting at $148,900.

Type E Unit - Features Enclosed Master Bedroom with Fireplace &
Whirlpool Tub, Fireplace in Living Area with Dining, Kitchen, 3
TV's, Two Bathrooms and Golf & Pool Views. Contains 1293 Square
Feet of Floor Area and a 144 Square Foot Balcony. Priced starting
at $192,900.

Type F Unit - Features Three Enclosed Bedrooms including a Master
Bedroom with Fireplace & Whirlpool Tub, Loft, Fireplace in Living
Area with Dining, Kitchen, Three Bathrooms and Golf & Pool Views.
Contains 1293 Square Feet of Floor Area, Square Feet of Loft Area
and a 144 Square Foot Balcony. Priced starting at $207,900.

Type G Unit - Features Two Enclosed Bedrooms including a Master
Bedroom with Whirlpool Tub, Fireplace in Living Area with Dining,
Kitchen, 3 TV's, One Bathroom and Golf & Pool Views. Contains 1183
Square Feet of Floor Area and a 121 Square Foot Balcony. Priced
starting at $182,900.

Type H Unit - Features One Enclosed Bedroom including a Master
Bedroom with Whirlpool Tub, Fireplace in Living Area with Dining,
Kitchen, 3 TV's, One Bathroom and Golf & Pool Views. Contains 1183
Square Feet of Floor Area and a 121 Square Foot Balcony. Priced
starting at $177,900.

Drawings. Exhibit 17, inclusive, contain drawings of the general
location of the Units, a side view of the Units, a typical Unit floor plan
and typical floor plans of each of the twelve types of Units being
offered.

Furnishings. Each Unit will be delivered to the investor fully
furnished and decorated by the Company. The furnishings package to be
selected by the Company for each Unit will include as follows:

Type A-1 Unit - (1) Queen Headboard, (2) Nightstands, (2) TV
Armoire, (1) Dining Table, (1) End Table, (1) Pillow Storage
Cocktail Table, (4) Dining Chairs, (2) Bar Stools, (1) Lounge Chair,
(1) Sofa Sleeper, (1) Queen Bed Box and Mattress, (1) Queen Set of
Bedding, (1) Vertical Blind, (1) Queen Bedspread, (3) Table Lamps,
(2) 19" TV's and (1) Deluxe Wall Bed. Appliances include: (1)
cooktop stove, (1) refrigerator/freezer, (1) dishwasher and (1)
microwave.

Type A Unit - (1) Queen Headboard, (2) Nightstands, (2) TV Armoire,
(1) Dining Table, (1) End Table, (1) Pillow Storage Cocktail Table,
(4) Dining Chairs, (2) Bar Stools, (1) Lounge Chair, (1) Sofa
Sleeper, (1) Queen Bed Box and Mattress, (1) Queen Set of Bedding,
(1) Vertical Blind, (1) Queen Bedspread, (3) Table Lamps, (2) 19"
TV's and (1) Deluxe Wall Bed. Appliances include: (1) cooktop
stove, (1) refrigerator/freezer, (1) dishwasher and (1) microwave.

Type B-1 Unit - (1) Queen Headboard, (3) Nightstands, (2) TV
Armoire, (1) Dining Table, (1) End Table, (1) Pillow Storage
Cocktail Table, (4) Dining Chairs, (2) Bar Stools, (1) Lounge Chair,
(1) Sofa Sleeper, (1) Queen Bed Box and Mattress, (1) Queen Set of
Bedding, (1) Vertical Blind, (2) Queen Bedspreads, (5) Table Lamps
and (3) 19" TV's. Appliances include: (1) cooktop stove,
(1) refrigerator/freezer, (1) dishwasher and (1) microwave.

Type B Unit - (2) Queen Headboard, (3) Nightstands, (2) TV Armoire,
(1) End Table, (1) Pillow Storage Cocktail Table, (3) Bar Stools,
(1) Lounge Chair, (1) Sofa Sleeper, (2) Queen Bed Boxes and
Mattresses, (2) Queen Sets of Bedding, (1) Vertical Blind, (2) Queen
Bedspreads, (5) Table Lamps and (3) 19" TV's. Appliances include:
(1) cooktop stove, (1) refrigerator/freezer, (1) dishwasher and (1)
microwave.

Type C-1 Unit - (1) Queen Headboard, (2) Nightstands, (1) Dining
Table, (2) End Tables, (1) Pillow Storage Cocktail Table, (4) Dining
Chairs, (3) Bar Stools, (1) Lounge Chair, (1) Sofa Sleeper, (1)
Queen Bed Box and Mattress, (1) Queen Set of Bedding, (2) Drapes,
(2) Drape Rods, (1) Queen Bedspread, (3) Table Lamps, (2) 19" TV's,
(1) Deluxe Wall Bed and (1) TV Stand. Appliances include: (1)
cooktop stove, (1) refrigerator/freezer, (1) dishwasher and (1)
microwave.

Type C Unit - (1) Queen Headboard, (2) Nightstands, (1) Dining
Table, (2) End Tables, (1) Pillow Storage Cocktail Table, (4) Dining
Chairs, (3) Bar Stools, (1) Lounge Chair, (1) Sofa Sleeper, (1)
Queen Bed Box and Mattress, (1) Queen Set of Bedding, (3) Vertical
Blinds, (1) Queen Bedspread, (3) Table Lamps, (2) 19" TV's, (1)
Deluxe Wall Bed and (1) TV Stand. Appliances include: (1) cooktop
stove, (1) refrigerator/freezer, (1) dishwasher and (1) microwave.

Type D-1 Unit - (2) Queen Headboard, (3) Nightstands, (1) TV
Armoire, (1) Dining Table, (2) End Tables, (1) Pillow Storage
Cocktail Table, (6) Dining Chairs, (3) Bar Stools, (3) Lounge
Chairs, (1) Sofa Sleeper, (2) Queen Bed Boxes and Mattresses,
(2) Queen Sets of Bedding, (3) Vertical Blinds, (2) Queen
Bedspreads, (3) Table Lamps, (3) 19" TV's and (1) TV Stand.
Appliances include: (1) cooktop stove, (1) refrigerator/freezer,
(1) dishwasher and (1) microwave.

Type D Unit - (2) Queen Headboards, (3) Nightstands, (1) TV
Armoire, (1) Dining Table, (2) End Tables, (1) Pillow Storage
Cocktail Table, (6) Dining Chairs, (3) Bar Stools, (3) Lounge
Chairs, (1) Sofa Sleeper, (2) Queen Bed Boxes and Mattresses, (2)
Queen Sets of Bedding, (3) Vertical Blinds, (2) Queen Bedspreads,
(3) Table Lamps, (3) 19" TV's and (1) TV Stand. Appliances include:
(1) cooktop stove, (1) refrigerator/freezer, (1) dishwasher and (1)
microwave.

Type E Unit - (1) King Headboard, (4) Nightstands, (1) TV Armoire,
(1) Dining Table, (2) End Tables, (2) Pillow Storage Cocktail
Tables, (6) Dining Chairs, (4) Bar Stools, (3) Lounge Chairs, (1)
Sofa Sleeper, (1) Queen Bed Box and Mattress, (1) Queen Set of
Bedding, (4) Vertical Blinds, (1) Queen Bedspread, (3) Table Lamps,
(1) Floor Lamp, (3) 19" TV's, (1) TV Stand, (1) Love Seat, (1) Queen
Headboard, (1) King Set Bedding, (1) King Bed Box and Mattress, and
(1) King Bedspread. Appliances include: (1) cooktop stove,
(1) refrigerator/freezer, (1) dishwasher and (1) microwave.

Type F Unit - (1) King Headboard, (6) Nightstands, (2) TV Armoire,
(1) Dining Table, (2) End Tables, (2) Pillow Storage Cocktail
Tables, (6) Dining Chairs, (4) Bar Stools, (3) Lounge Chairs, (1)
Sofa Sleeper, (2) Queen Bed Boxes and Mattresses, (2) Queen Sets of
Bedding, (4) Vertical Blinds (2) Queen Bedspreads, (8) Table Lamps,
(1) Floor Lamp, (4) 19" TV's, (1) Love Seat, (2) Queen Headboards,
(1) King Set Bedding, (1) King Bed Box and Mattress, and (1) King
Bedspread. Appliances include: (1) cooktop stove,
(1) refrigerator/freezer, (1) dishwasher and (1) microwave.

Type G Unit - (2) Queen Headboards, (3) Nightstands, (2) TV
Armoires, (1) Dining Table, (1) End Table, (1) Pillow Storage
Cocktail Table, (6) Dining Chairs, (6) Bar Stools, (1) Love Seat,
(1) Sofa Sleeper, (2) Queen Bed Boxes and Mattresses, (2) Queen Sets
of Bedding, (4) Vertical Blinds, (2) Queen Bedspreads, (4) Table
Lamps, (1) Long Table, (3) 19" TV's, (1) King Headboard, (1) King
Set Bedding, (1) King Bed Box and Mattress, and (1) King Bedspread.
Appliances include: (1) cooktop stove, (1) refrigerator/freezer,
(1) dishwasher and (1) microwave.

Type H Unit - (2) Queen Headboards, (3) Nightstands, (2) TV
Armoires, (1) Dining Table, (1) End Table, (1) Pillow Storage
Cocktail Table, (6) Dining Chairs, (6) Bar Stools, (1) Love Seat,
(1) Sofa Sleeper, (2) Queen Bed Boxes and Mattresses, (2) Queen Sets
of Bedding, (2) Vertical Blinds, (2) Queen Bedspreads, (4) Table
Lamps, (1) Long Table, (3) 19" TV's, (1) King Headboard, (1) King
Set Bedding, (1) King Bed Box and Mattress, and (1) King Bedspread.
Appliances include: (1) cooktop stove, (1) refrigerator/freezer,
(1) dishwasher and (1) microwave.

ORGANIZATION OF HOTEL-CONDOMINIUM

The Prospective Purchaser of each Unit will become a member of the
Wilderness Hotel Condominium Association, Inc. (the "Association"), a
nonprofit corporation to be organized by the Company under the laws of the
State of Wisconsin to, among other things, provide for the operation and
management of the common elements and common areas of the Units. The
Association will enter into a management agreement with the Company and/or
its affiliate(s) to operate and manage the common elements and common
areas of the Units.

Declaration, Articles and Bylaws.

The following is a brief summary of provisions of the Declaration of
Condominium Ownership of the Wilderness Hotel Condominium (the
"Declaration"), and the Articles of Incorporation and Bylaws of the
Wilderness Hotel Condominium Association, Inc. (the "Association"). It
does not purport to be a complete statement of the terms and conditions of
the Declaration, or the Articles of Incorporation and Bylaws, draft copies
of which are filed as Exhibits "10-A," "10-B" and "10-C" to this
Prospectus. Additional copies of such documents are available at the
Company's principal executive offices of the Company and will be delivered
to the Prospective Purchaser upon request and payment of 125% of the
Company's cost to produce such documents.

Board of Directors. The Board of Directors of the Association ("the
Board") consists of at least three members of the Association and is
charged with the responsibility for administering and supervising the
operations of the Association. Normally the members of the Board are
elected by the members of the Association on a rotating basis, each for
three year terms; however until 10 years from the filing of the
Declaration or until 75% of all the Units are sold, whichever occurs
sooner, the three directors will be designated by the Company. The Board
may adopt rules and regulations governing the operation and use of the
common elements of the Units, fix Association fees and impose special
assessments and negotiate and enter into agreements on behalf of the
Association for the day-to-day operation and maintenance of the common
elements and common areas. During the development stage of the Hotel, the
Company dominated Association will enter into contracts with the Company,
directly or indirectly through affiliates, for management, operation and
maintenance of the common elements and common areas (see "Association
Management Agreement" attached hereto as Exhibit "10-D"). The Board will
monitor the performance of the persons or entities hired to perform any
services for the Association. It will also take such actions as may be
necessary to ensure that the Association maintains insurance in the manner
and the amounts provided in the Declaration.

The Board will appoint officers, including a president, one or more
vice presidents, a secretary, a treasurer and such other officers as they
may consider necessary and advisable. The officers will be responsible
for carrying out the management of the Association pursuant to the
authority and direction of the Board.

Membership, Voting Rights and Meetings. Ownership of a Unit confers
automatic membership in the Association. Membership in the Association
continues until ownership of a Unit ceases. (For purposes of this
"ORGANIZATION OF HOTEL-CONDOMINIUM" section, Owners of Units shall
sometimes be referred to as "Members").

The Association shall have one basic class of membership. A
membership may have individual or organizational members. Each
organizational Member will designate from time to time one individual to
represent it at meetings and vote on behalf of such Member. The Company,
as declarant under the Declaration, shall be a Member of the Association
as long as it owns an interest in any Unit.

The total number of votes of all Members will be 133. Each Member
will be allowed to cast one vote for each Unit owned at all meetings of
Members. There shall be no cumulative voting. The Association may
suspend a Member's voting privileges if during any period the Member fails
to comply with all of the provisions of the Declaration, the Articles of
Incorporation and Bylaws of the Association and any rules and regulations
promulgated by the Board.

Annual meetings of the Members shall be held at a place and time
designated by the Board each year. Special meetings of the Members may be
called by the President or the Board, and shall be called by the President
at the request of Members entitled to vote one-third (1/3) or more of the
total votes of the Members.

Liability of Members. The draft Organizational Consent of the Board
provides that each Member shall be required to pay three months prorated
of the Association fees in advance at the time of the final closing of
his/her purchase or other acquisition of a Unit, as the case may be. The
amount of such advance payment shall be considered a capital contribution
to the Association and set aside for extraordinary repairs and capital
expenditures. Any unused portion of this advance payment shall be
refunded to a Member on the termination of his ownership of his/her unit).

Each Member will be charged a quarterly fee in advance for his/her
pro rata share of all budgeted costs and expenses for maintaining the
common elements (as defined in the Declaration). These costs and expenses
will be allocated among the Members generally in proportion to their
respective interests in the common elements; however, if such percentage
allocations would result in unfairness, certain costs and expenses will be
allocated among the Members on a more equitable basis as determined by the
Board. The Association will also collect from each Member as part of
his/her quarterly Association fees sums sufficient to pay the Members
share of insurance premiums (see "DESCRIPTION OF HOTEL- CONDOMINIUM -
Description of Wilderness Hotel & Resort" page 34).

Special assessments may also be made by the Association and will be
charged to the Members on a pro rata basis. However, except for special
assessments required by or levied pursuant to certain terms of the
Declaration relating to damage, destruction or condemnation of the Units,
if the special assessment is to provide for additional capital expenses
and the proposed special assessment exceeds five percent of the full
replacement cost of the Units without deduction for depreciation (as
determined by the Board pursuant to the terms of the Declaration), then
approval of the special assessment by the Members holding at least 51% of
the votes will be necessary.

All quarterly fees and special assessments will be billed by
submitting to a Member an itemized statement setting forth in detail the
various projected expenses for which the fees and assessments are being
charged. Association fees will be due and payable quarterly in advance on
the first day of January, April, July and October of each year and special
assessments will be due and payable on the date specified in the
statement. Unpaid fees and assessments shall bear interest at a rate
determined by the Board and shall be secured by a lien on the Unit owned
by the defaulting Member which lien may be foreclosed by the Association
in accordance with the provisions of the Declaration.

The Company will be charged fully for all Association fees and
assessments chargeable against the constructed (i.e., ready for occupancy)
unsold Units whether participating in the Rental Pool or not.

Damage or Destruction and Repair. In the event of damage to or
destruction of the Units or any part thereof repair and reconstruction
will be undertaken by the Association as attorney-in-fact for each of the
Owners using the proceeds of any applicable insurance. If the insurance
proceeds are not sufficient to repair and reconstruct the Units and not
more than half of the 133 Units (or half of the Units then constructed)
are destroyed or substantially damaged, repair and reconstruction will
nonetheless be undertaken using the proceeds of insurance and the proceeds
of a special deficiency assessment levied against each of the Owners. If
however, more than half of the units in the Hotel Condominium are
destroyed or substantially damaged and insurance proceeds are insufficient
to repair and reconstruct the Units, Owners representing an aggregate
ownership interest of 51% or more of the Units' common elements, with the
consent of their first mortgagees, may elect not to repair or rebuild the
Units. In such event any insurance proceeds would be collected by the
Association and distributed among the Owners and their mortgagees
according to the extent of damage and ownership interest as finally
determined by the Board of Directors. If more than half of the Units are
destroyed or substantially damaged, if insurance proceeds are insufficient
to repair and rebuild such damage or destruction and if Owners
representing an aggregate ownership interest of 51% or more if the Units'
common elements adopt a plan for reconstruction, which plan has the
unanimous approval of all first mortgagees and the Company, then all
Owners will be bound by the terms of the plan and reconstruction will be
undertaken.

Rules and Regulations.

The Declaration and Bylaws of the Association provide that the
Association may make and enforce rules and regulations governing the use
and operation of the Units, limited common elements, the employee units
(if any), and the common elements. Copies of the rules and regulations
will be delivered to the purchaser not later than five (5) days prior to
final closing on a Unit. Any additions or other modifications to the
rules and regulations adopted by the Board will be promptly delivered to
the Members after adoption.

Association Management Agreement.

The Board, on behalf of the Association, will enter into an
Association Management Agreement with the Company or its affiliate(s),
under which the Company or its affiliate(s) is appointed agent for the
Association in the management, operation and maintenance of the common
areas and elements of the Units and of the Association's property.
Furthermore, the Company is directed under this agreement to perform
certain services for the Members that are required of the Association
under the Declaration, the Articles of Incorporation and the Bylaws, such
as organize the meetings of the Members; collect assessments; prepare
expense budgets and quarterly and annual reports; maintain adequate
insurance; respond to Member's requests and other reasonable and
appropriate services. The Company will be reimbursed for all
out-of-pocket expenses incurred in connection therewith. Unless sooner
terminated for cause, the term of the Management Agreement continues for a
period of twenty (20) years following completion of the Units, and
thereafter until terminated by either party upon 90 days prior written
notice to the other party.

THE COMPANY

The Company and Its Affiliates.

The Company is a Wisconsin corporation, incorporated on July 26,
1996, to engage in the promotion, development and operation of the Units.
The Company has many of the same shareholders as the Wilderness Hotel &
Resort, Inc. (owner and operator of the present facilities located at the
Wilderness Hotel & Resort); Wild Golf, Inc. (the owner and operator of
the golf facilities located at the Wilderness Hotel & Resort; and Wilbar,
Inc. (the operator of the food and beverage service at the Wilderness
Hotel & Resort).

Directors and Officer.

The initial directors and executive officers of the Company are:

Name Position

Thomas J. Lucke Director, President

Peter Helland, Jr. Director, Vice President, Secretary,
Treasurer

Biography of Initial Officers and Directors

Tom Lucke's ("Tom") and Peter Helland, Jr.'s ("Pete") family link to
the Wisconsin Dells can be traced back to the late 1800's and their
present development, the Wilderness Hotel & Resort, is deeply rooted in
the evolution of the Wisconsin Dells tourism industry. Their grandfather,
Oliver "O.P." Helland, was one of the first local rivermen to organize
sightseeing boat tours along the Wisconsin River by founding the Riverview
Boat Line in 1921. O.P. Helland help transform the local economy by
recognizing its tourism potential and elevating the sleepy town into what
is now one of the Mid-West's leading vacation destinations.

Shortly after its inception, Riverview Boat Line soon expanded its
holdings by acquiring land along the river and developing retail shops, a
restaurant, a tavern, a gas station and a hotel. Hotel Helland was built
across from the busy local train station and served tourists and
businessmen alike as they traveled through the area.

O.P.'s son, Peter Helland, Sr. took over the reins of the company in
the 1950's after Peter, Sr. completed a 10 year stint as a Captain in the
U.S. Marine Corps. Together with his sister Virginia Helland Lucke, they
picked-up where their father left-off, following O.P's legacy of hard
work, attention to detail, and concern for the community. Over the course
of the next four decades to the present day, the family's holdings have
included Pirate's Cove Mini-Golf, Riverview Park & Waterworld, Fort Dells,
and a partnership in the Upper & Lower Dells Boat Tours and the Original
Wisconsin Ducks. While Peter, Sr. (Pete's father) managed the company's
daily operations, Virginia (Tom's mother) operated and oversaw the firm's
retail division. Even now in their seventh decade of business, Peter, Sr.
and Virginia are still very involved in the everyday operations of the
family businesses.

Growing-up in the local tourist business, both Tom and Pete worked
for the family businesses. From scooping ice cream and selling boat
tickets to piloting boats and amphibious duck tours, the two learned the
value of hard work and customer satisfaction. With this experience in-
hand, Tom at age 28 bought his first motel, the Riviera, and subsequently
over the next ten years re-defined the hotel industry in the area.
Recognizing the popularity indoor and outdoor interactive pool centers
have in drawing families to his properties, Tom continued to capitalize on
this philosophy by improving his product property by property.

The Wilderness Hotel & Resort represents Lucke's fifth and most
extravagant theme hotel in the Dells area. Tom also created the
Polynesian Hotel (a 230-unit tropical theme resort), the Atlantis (79
units), the Caribbean Club (a 68-unit hotel/condominium resort) and Bahama
Bay (31 units).

Tom graduated from the University of Wisconsin-Madison in 1977 with
a bachelor's degree in Marketing, Pete graduated from Yale in 1988 as well
as attended UW-Madison where he received a Master's degree in Business
Administration. Pete is currently the general manager at the Wilderness
Resort.

Management Remuneration and Certain Transactions.

The officers and directors of the Company will receive compensation
for their services in such capacities as deemed fair and equitable by the
Board of Directors of the Company.

Security Ownership of Certain Beneficial Owners and Management.

None of the Units have been purchased by the officers and directors
of the Company and there is no intention by any of them to purchase a Unit
in the future. There is not, however, a restriction against any officer
and/or director of the Company purchasing or owning a Unit.

INCOME TAX INFORMATION

The income tax consequences of investing in a condominium unit
operated as part of a resort hotel are complex and not necessarily the
same for all Owners. THEREFORE EACH PROSPECTIVE OWNER SHOULD CONSULT
THEIR OWN TAX ADVISER CONCERNING FEDERAL STATE AND LOCAL INCOME AND OTHER
TAX LAWS THAT MAY APPLY TO HIS OWNERSHIP OF A UNIT.

The following discussion contains (1) a description of the opinion
of Sweeney & Sweeney, S.C., counsel to the Company, that, subject to the
fulfillment of certain factual conditions, the RPA Agreements, in the
aggregate, will not create an association taxable as a corporation for
federal income tax purposes, and (2) a summary of the federal income tax
consequences considered to be of material interest to a typical purchaser
of a Unit operated as part of the Units under the RPA Agreement. Other
than the opinion described in (1) above, counsel has not rendered any
opinion with respect to the tax consequences of owning a Unit under the
RPA Agreement, and no legal opinion has been rendered as to the specific
application of the provisions summarized below to a particular Owner or to
the actual operations under the RPA Agreement.

Both the opinion and the summary are based on existing law,
regulations, interpretive rulings and Judicial decisions as of April 1,
1996. Legislative, regulatory or interpretive changes or future court
decisions may significantly affect both the opinion and the summary. Any
such changes may or may not be retroactively applied to transactions
entered into or completed prior to the change. Moreover, there is
substantial uncertainty concerning the tax consequences of owning a Unit
under the RPA Agreement, and some of the deductions claimed by an Owner
may be challenged by the Internal Revenue Service ("IRS"). Final
disallowance of such deductions could adversely affect the economics of
owning a Unit.

Ownership of a Unit is not intended to be a so-called "tax shelter."
Accordingly, many of the tax aspects commonly associated with "tax
shelters" will not apply to, or will be minor aspects of, this Offering.

Overview of Income Tax Treatment.

This section is a brief overview of the expected federal income tax
consequences of owning a Unit under the RPA Agreement. This overview is
not intended to be a substitute for the more complete discussion that
follows.

1. Each Owner will acquire four interests:

(a) the cubical constituting the Unit as defined in the Declaration
and its furnishings;

(b) an undivided interest in the common areas and common elements
as described in the Declaration;

(c) an access and use right, to the recreational facilities and
other amenities associated with the Wilderness Hotel & Resort pursuant to
established rules and fees if applicable; and

(d) participation in the rental pool created for that type of Unit.

The Units will be owned by each Owner as such Owner's separate
property. Participation in the Rental Pool created by the RPA Agreements
may be characterized as a partnership interest for federal income tax
purposes. It is expected that only an Owner's share of Rental Pool income
and expenses will likely be governed by the tax principles applicable to
partnerships. (See "The Rental Pooling and Agency Agreement" below).
Except for those expenses connected with the Rental Pool, expenses
incurred by an Owner (e.g., mortgage interest, property taxes and
depreciation) will likely be governed by the tax principles generally
applicable to a condominium Owner who rents the condominium Unit.

2. Deductions for certain expenses incurred by an Owner (referred
to in this Prospectus as "Additional Expenses Applicable to the Activity")
may be available to an Owner. (e.g. depreciation, real estate taxes,
personal property tax and any interest paid on a mortgage) (See "Tax
Treatment of Expenses of Unit Ownership" below).

3. Deductions for certain other expenses incurred by an Owner
(referred to in this Prospectus as either "Rental Pool Expenses" and/or
"Condominium Association Expenses and sometimes collectively referred to
as "Room Operating Expenses" or "Operating Expenses") may, under certain
circumstances, be limited to the income realized by the Owner from his/her
Unit. (See "Limitations on Deductions Limited by Basis, Personal Use and
Passive Activity" page 47).

4. Except for certain depreciation deductions "recaptured" as
ordinary income, the amount of an Owner's net gain, if any, realized on
the sale of a Unit will be taxed as long-term capital gain, provided the
Unit has been held as an investment for more than one year. (See "Tax
Treatment of Expenses of Unit Ownership - Depreciation" and "Sale of a
Unit" below).

Tax Treatment of Owner's Acquisition Costs.

Allocation. In general, for federal income tax purposes, an Owner
will be required to allocate the Unit purchase price and other costs
incurred in connection with purchasing a Unit (see "THE OFFERING -
Purchase Prices," page 20); among (1) the Unit, (2) its furnishings; and
(3) rights of access and use of recreational amenities at the Wilderness
Hotel & Resort.

The portion of the acquisition costs allocated to the Unit and its
furnishings cannot be deducted and must be capitalized. The cost of a
Unit and its furnishings will constitute an Owner's tax basis in such
property and will be recoverable either through the annual depreciation
allowance (see "Tax Treatment of Expenses of Unit Ownership -
Depreciations" below) or as an offset against the selling price in the
computation of gain or loss on sale or disposition of such property. (See
"Sale of Unit" below.)

Other Acquisition Costs. Other acquisition costs, in addition to
the Unit purchase price, will be incurred by an Owner and are described on
page 22 of this Prospectus. The recording fees, transfer fee if paid by
Purchaser and cost of title insurance will not be immediately deductible
and must be capitalized and added to the Owner's tax basis in the Unit.

Loan fees and other loan costs will not be immediately deductible
and will not be considered part of the cost of the mortgaged property.
Such costs must be capitalized and may be deducted by amortizing them over
the life of the loan.

Tax Treatment of Expenses of Unit Ownership.

In general, the deductible expenses incurred by Owners will fall
into three categories:
(1) Additional Deductions Applicable to the Activity; (2) Condominium
Association Expenses; and (3) Rental Pool Expenses.

1. Additional Expenses Applicable to the Activity.

Interest. Interest paid on any indebtedness incurred to purchase or
carry a Unit will be deductible by an Owner, subject to Personal Use and
Passive Activity.

Property Taxes. Property taxes will be deductible, subject to
Personal Use and Passive Activity Rules, for federal income tax purposes.

Depreciation. Because the real estate improvements are for
transient occupancy, appropriate tax law provides that the cost of
improvements to real property, such as the cost of a Unit (less the
assigned basis for the land), may be depreciated over a 39-1/2 year
recovery period, subject to Personal Use and Passive Activity Rules.
The cost of a Unit must be depreciated pursuant to the statutory rate.

When improvements to real property subject to depreciation are
disposed of by sale, foreclosure or otherwise, any gain, up to the amount
of all depreciation deductions previously taken will be "recaptured".

An Owner's furniture will be assigned a statutory recovery period of
seven years and may be depreciated over such period pursuant to statutory
rates. As an alternative an Owner may elect to use the straight-line
method of depreciation over the assigned seven-year recovery period (or
other longer recovery periods provided in the statute).

When furniture subject to depreciation is disposed of by sale,
foreclosure of otherwise, any gain, up to the amount of depreciation
deductions previously taken, will be "recaptured" and subject to tax as
ordinary income rather than capital gain.

2. Condominium Association Expenses.

Maintenance and Repair Expenses. The cost of maintenance and
repairs in the Common Areas and Common Elements of the Condominium which
neither materially add to the value of property nor appreciably prolong
its useful life, will be deductible, subject to the Personal Use and
Passive Activity Rules. However, if repairs are in the nature of
replacements and arrest the deterioration or appreciably prolong the life
of property, they generally must be capitalized and may be recovered
through depreciation allowances.

Insurance Premiums. Deductions, subject to the Personal Use and
Passive Activity Rules, are permitted for the cost of insurance against
fire, storm, theft, accident and similar losses related to the Common
Areas and Common Elements of the Condominium. Premiums which provide
insurance coverage for more than one year may have to be amortized over
the coverage period.

Assessments. Assessments or fees paid to the Association during the
Owner's taxable year (including reserve amounts) may be immediately
deductible by the Owner. In addition, any assessments that are considered
a capital contribution are not deductible (see page 51).

3. Rental Pool Expenses.

Maintenance and Repair Expenses. The cost of maintenance and
repairs which neither materially add to the value of property nor
appreciably prolong its useful life, will be deductible. However, if
repairs are in the nature of replacements and arrest the deterioration or
appreciably prolong the life of property, they generally must be
capitalized and may be recovered through depreciation allowances.

Insurance Premiums. Deductions are permitted for the cost of
insurance against fire, storm, theft, accident and similar losses.
Premiums which provide insurance coverage for more than one year may have
to be amortized over the coverage period.

Status. Each Owner who rents their Unit will be required to enter
into an RPA Agreement with the Company (see "DESCRIPTION OF THE RENTAL
POOL," page 26). It is the opinion of counsel for the Company that the
RPA Agreements, in the aggregate, will not create an association taxable
as a corporation. Counsel's opinion is subject to the condition that the
pooling arrangement will be operated in accordance with the form of RPA
Agreement attached as Exhibit 4-A to this Prospectus. Counsel's opinion
is based on the present provisions of the Code, Treasury regulations and
the present interpretations of those provisions by the IRS (all of which
are subject to change at any time with or without retroactive
application). There is no assurance that the IRS will agree that the
Rental Pool should not be classified as a corporation for tax purposes.
If the conditions to counsel's opinion are not satisfied, or if there is a
change in the applicable statute or regulations (or the interpretation
thereof) counsel's opinion that the Rental Pool will not be classified as
a corporation may change.

If the RPA Agreements were to be treated for federal income tax
purposes as creating an association taxable as a corporation, net amount
of the income and expenses of the Rental Pool would be reflected on a
corporate tax return rather than passed through to each Owner. The
organization created by the RPA Agreements would be considered a taxable
entity responsible for the payment of taxes at corporate rates, and
distributions of income to the Owners would under most circumstances be
treated as taxable dividend income to them. As a result, an Owner's share
of income from the Rental Pool would be subject to "double taxation," once
at corporate rates and once as dividend income to the Owner.

The Company has been advised by its counsel that the RPA Agreements
will probably be treated as creating a partnership for federal income tax
purposes. Until advised otherwise, the Company intends to treat the RPA
Agreements as creating a partnership and will file partnership tax returns
with respect to Rental Pool income and expenses. It is expected that only
an Owner's share of Rental Pool income and expenses will be governed by
partnership tax principles and that all other tax consequences relating to
the ownership of a Unit will be governed by the tax principles generally
applicable to a condominium owner who is not part of a rental pool.

4. Deduction Limited by Basis/Personal Use and Passive Activity
Rules.

Personal Use of Interest

If the Owner makes personal use of his or her Unit, any expenses
incurred in connection with the personal use will not be deductible for
federal income tax purposes. Further, if the Owner makes personal use of
his/her Unit in excess of 14 days per year, then it is possible that no
expenses would be deductible except for those deductible as a vacation
home.

Passive Activity Income and Loss

The Code further limits the deductibility of losses in certain
circumstances by providing that passive activity losses incurred by an
individual, estate, trust, or personal service corporation or, with
modifications, certain closely held corporations may not be used to offset
non-passive activity income. In general, passive activity losses can be
used only to offset passive activity income, not wages or portfolio income
(such as dividends, interest, annuities and royalties). Any passive
activity losses in excess of passive activity income in one year may be
used to offset passive activity, all suspended losses from such activity
are specially allowable by reason of the disposition.

In general, a passive activity is one which: (1) is a trade or
business activity in which the taxpayer does not materially participate;
or (2) is a rental activity (this investment is not anticipated to be
considered a rental activity due to the nature of the transient hotel
rental activity).

For purposes of the passive loss rules, a taxpayer may have a trade
or business activity even if the taxpayer does not meet the general
standard under Section 162. Under Section 1.469-1T(e)(2)(ii) of the
Regulations, a trade or business activity includes an activity that is
engaged in for the production of income. Thus, expenses that are
otherwise deductible under Section 212 of the Code may be subject to
disallowance under the passive activity loss rules.

Trade or business activities are treated as passive unless the
taxpayer materially participates in the activity. Under Section 469 of
the Code, a taxpayer is not treated as materially participating in an
activity unless his or her involvement in the operation of the activity is
regular, continuous, and substantial. The Regulations interpret this
standard by providing that a taxpayer materially participates in an
activity if an only if the taxpayer meets any one of seven tests. The
first six tests are quantitative, whereas the seventh test involves a
consideration of the facts and circumstances of a taxpayer's involvement
in an activity.

Tax counsel believes that it is very unlikely that an Owner will be
treated as materially participating under any of these seven tests in any
activity associated with a business use of his or her Unit because, under
the terms of the RPA Agreement, sole authority for the management and
operation of the Units resides in the Company. Therefore, income or loss
generated by an Owner's use of his or her Unit will probably be passive
income or loss.

Basis

In addition to the above limitations imposed upon the deductibility
of losses Section 465 of the Code further limits the deductibility of
losses by individual taxpayers from a given activity to the amount which
the taxpayer is "at risk" in the activity. Losses which cannot be
deducted by a taxpayer because of the "at risk" rules may be carried over
to subsequent years until such time as they are allowable. In determining
the amount of loss, if any, disallowed under Section 465, Sections 183 and
280A are applied prior to the application of Section 465 and Section 469
is applied after any limitation under Section 465 is determined.

A taxpayer will initially be considered to be "at risk" in an
activity to the extent of (1) the amount of money and the adjusted basis
of other property contributed to the activity by the taxpayer; (2) amounts
borrowed by the taxpayer for use in the activity, except as described
below, provided the taxpayer is personally liable for the repayment of
such borrowed amounts or has pledged property (other than property used in
the activity) as security for the repayment of such borrowed amounts; and
(3) the taxpayer's share of any "qualified nonrecourse financing" which is
secured by real property used in the activity. A taxpayer is not
considered to be "at risk" to the extent he or she is protected against
loss through nonrecourse financing, guarantees, stop loss agreements, or
similar agreements.

Taxation of Partnerships and Partners. A partnership is not a
separate taxable entity for federal income tax purposes. However, a
partnership is required to file an informational tax return which reflects
the computation of the partnership's income and loss and each partner's
share of such income or loss. In computing his income tax lability each
partner is required to take into account his share of the partnership's
taxable income whether or not it is distributed to him, and may take into
account his share of partnership losses, subject to certain limitations on
deduction of partnership losses.

A partner's share of a partnership's taxable income or loss is
determined in accordance with the allocations in the partnership agreement
(which in the case of Unit Owners would be the RPA Agreements); provided,
such allocations have "substantial economic effect" as determined for tax
purposes. If the IRS challenges the allocations in the RPA Agreements,
such allocations will be determined in accordance with each Owner's
"interest" in the partnership created by the RPA Agreements, which is to
be determined "by taking into account all of the facts and circumstances."
In the event the allocations in the RPA Agreements are set aside, it is
expected that any resulting allocations will not be significantly less
favorable to the Owners than those in the form of RPA Agreement attached
hereto as Exhibit 4-B.

Each owner's share of the Rental Pool income, gain, loss, deduction,
tax credit, or tax preference items for any year will be reflected on the
Owner's tax return for his taxable year in which or with which the
partnership's taxable year ends. Each Unit Owner's share of such items
will be determined in accordance with the allocation of such items share
of Rental Pool in the RPA Agreement, if such allocation has "substantial
economic effect."

In general, an Owner's partnership capital account will be increased
by his/her share of the net Rental Pool taxable income allocated to
him/her and any cash contributions, if any; and will be decreased by
his/her share of the net Rental Pool tax losses allocated to him/her.
Because a partner's capital account is increased by his share of
partnership income, a subsequent cash distribution of such income to him
is usually not a taxable event but results in a reduction in his capital
account.

Although a partnership is not subject to federal income tax on its
income, it is required to file with the IRS annual information returns
reporting its income and expenses and listing the names and addresses of
each partner. If the partnership fails to file the return, it is subject
to both civil and criminal penalties. The civil penalty is $50 per month
per partner for the number of months (up to five months) that the return
is delinquent unless the partnership establishes reasonable causes for the
failure to file. The amount of the penalty is a partnership liability,
and individual partners are liable for the penalty to the extent of their
liability for partnership debts in general. The Owners will be, jointly
and severally, liable for all partnership debts.

Rental Pool Income. In general, all of an Owner's share of Net
Revenues (See Definitions) as reported on the Owner's K-1 form, will be
taxed as ordinary income. Because of payments for debt service, capital
acquisitions, or money retained for working capital and because of
depreciation the taxable income as reported on the K-1 will not be equal
to the amount of cash actually distributed to the owner income. As a
result Owners may have to report and pay tax on such income not
distributed to them. (See "Tax Treatment of Expenses of Unit Ownership -
Condominium Association Expenses and Rental Pool Expenses" above.)

Tax Treatment Of The Condominium Association.

The Condominium Association will be charged with operation,
management, repair, maintenance and improvement of the common elements of
the Units. The Association will contract with the Company to perform its
management functions.

Because the Units will be occupied by transient guests, it is
expected that the Units will not be deemed "used as a residence" within
the meaning of section 528 of the Code. As a result, although the
Association will be formed as a not-for-profit corporation under Wisconsin
law, it will be a taxable corporation for federal income tax purposes.
Moreover, if the Association deposits any funds in a savings account or
invests surplus funds in treasury bills or the like, such interest will
also constitute taxable income to the Association.

In general, when section 528 does not apply, it is the position of
the IRS that dues, fees and assessments for operation and maintenance
received from Owners and other Association members (sometimes collectively
referred to in this "Tax Treatment of the Association" section as
"members") will constitute income to the Association. However, the
Association should be allowed a deduction for amounts expended for
management, operation and maintenance of the common elements, but not for
amounts placed in a reserve or expended on capital items.

If the fees paid by members to the Association are special
assessments for future capital improvements or replacements, such special
assessments will constitute taxable income to the Association. However,
if the members vote in favor of specific special assessments for
particular future capital expenditures, such assessments may be considered
capital contributions to the Association, rather than taxable income. The
special assessments will not be considered a capital contribution unless
they are clearly labeled as such, the funds received are physically
separated from the other Association funds and such assessments are paid
voluntarily. In addition, the Association must pass a resolution
requiring that such funds be held for the particular future capital
improvement or replacement approved by the members and no other use may be
made of such funds. An Owner's share of such special assessments will not
be deductible by the Owner (see page 49).

Section 277 of the Code concerns deduction of expenses incurred by
some membership organizations which are not exempt from taxation. It is
not entirely clear whether section 277 of the Code will apply to the
Association. If it does apply, the Association will be allowed deductions
for expenses incurred in maintaining the common elements or the members
only to the extent of its income received from the members.

Sale Of A Unit.

In general, the amount realized on the sale of a Unit must be
allocated among (1) the Unit, (2) its furnishings; and (3) use right and
access rights to the recreational facilities and other amenities of the
Wilderness Hotel & Resort.

If the Unit is deemed used in a trade or business and has been held
for more than one year, the Unit and its furnishings will be classified
for income tax purposes as property described in section 1231 of the Code,
except in the case of a dealer of such property. The aggregate net gain
or loss recognized on all transactions in any taxable year on the
disposition of property described in section 1231 is taxed as long-term
capital gain or as ordinary loss, as the case may be. However, this
treatment will only apply to the portion of any gain which is not taxed as
ordinary income under the depreciation "recapture" provisions described
above. (See "Tax Treatment of Expenses of Unit Ownership - Depreciation"
above.)

If an Owner is deemed to hold the Unit and its furnishings for
investment purpose, then the Unit and its furnishings will be classified
as capital assets and the aggregate net gain or loss recognized on the
transaction will be taxed as long-term capital gain or capital loss, as
the case may be, if the property has been held for more than one year, and
as short-term capital gain or short-term capital loss, as the case may be,
if the property has been held for one year or less. This treatment will
only apply to the portion of any gain which is not taxed a" ordinary
income under the depreciation recapture" described above. (See "Tax
Treatment of Annual Expenses of Unit Ownership - Depreciation" above.)

If an Owner's Unit is foreclosed or if the sale results in net cash
proceeds significantly less than the taxable gain from the sale, an
Owner's cash proceeds from the sale of the property may not be sufficient
to pay his tax liabilities resulting from the transfer.

The amount realized from the sale or other disposition of property
includes any money received, the fair market value of any property
received other than money, any liabilities which the purchaser assumes (or
takes subject to) encumbering the transferred properties, and the amount
of any debt encumbering the transferred properties which is cancelled or
forgiven.

State And Local Taxes. Owners will also be subject to income taxes
in Wisconsin where the Unit is located and the Rental Pool activity is
conducted.

PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR OWN TAX ADVISERS
CONCERNING THESE MATTERS.

REPORTS TO OWNERS

The Company, or any entity performing the Company's duties as agent
under the RPA Agreement, will maintain books and records relating to the
Rental Pools, and an ownership register at the Wilderness Hotel & Resort
or at the Company's corporate headquarters. The Company will adopt, on
behalf of the Rental Pools, a calendar year for accounting and reporting
purposes and will cause the books and records to be kept in accordance
with accounting principles customary to the hotel industry, and will
furnish to each Owner promptly after the end of each calendar year a
financial statement (which report will have been reviewed by a certified
public accountant chosen by the Company). The annual financial statement
will include a statement showing financial position, results of operations
and cash flows for this fiscal year. In addition, the Company will
provide a statement of account showing the amounts allocated to or against
the Owner's Individual Rental Pool Account during the year. The Company
will also furnish each Owner a copy of the Owner's K-1 covering the
Owner's share of the Rental Pool income and expenses. The Company will
also deliver to any Owner upon written demand, a rental operations budget
prepared annually by the Company, and will permit each Owner reasonable
access to the books and records relating to the Rental Pool.

Each Owner will also receive annually financial statements from the
Association, showing financial position, results of operations and cash
flows for this fiscal year of the Association. An Owner may also obtain
from the Association a statement of the Owner's account setting forth the
amount of any unpaid fees and assessments or other charges due and owing
from the Owner, by providing the Association's board of directors and
managing agent 10 days' notice and upon payment of a reasonable fee not to
exceed $25. The Association will adopt a calendar year for accounting
purposes, will maintain its books and records at the Hotel, and will
permit each Owner, mortgagee, beneficiary of a deed of trust reasonable
access to the books and records.

PLAN OF DISTRIBUTION

Initially the Company intends that the Units being registered will
be offered to the public by the shareholders, directors, employees and/or
officers of the Company without any compensation. If this selling
arrangement proves unsuccessful, the Company, at a later date, may employ
real estate brokers with appropriate security licenses. At such time the
Company will file an appropriate amendment to the Registration Statement
of which this Prospectus is a part, identifying the plan of distribution
and selling arrangements made with such other broker-dealers.

SUMMARY OF PROMOTIONAL AND SALES MATERIAL

Together with this Prospectus, the Company intends to furnish
prospective Purchasers with preliminary floor plans of the Units and with
a sales brochure highlighting certain features of the Units. This
brochure will include pictures of the Wilderness Hotel & Resort, a
simulated picture of Phases I and II as located within the Wilderness
Hotel & Resort and selected drawings of the Units and other amenities.
The Company will also furnish prospective purchasers with various
Wilderness Hotel & Resort promotional materials, including but not limited
to the Wilderness Promotional Brochure. All of these sales materials have
been filed as Exhibits to the Registration Statement to which this
Prospectus is a part.

At this time the Company does not intend to hold sales meetings or
seminars to promote sales of the Units, and it has no current plans to use
media advertising in connection with this Offering.

LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a
party or to which the Hotel project or underlying property is subject.

EXPERTS

Accountants

The balance sheet the Company as of September 1, 1996 included in
this Prospectus has been audited by Clifton Gunderson L.L.C., certified
public accountants, as indicated in their report with respect thereto, and
is included herein in reliance upon the authority of said firm, as experts
in accounting and auditing, in giving said reports.

Legal Counsel

Sweeney & Sweeney, S.C., 440 Science Drive, 4th Floor, Madison,
Wisconsin 53711, are acting as counsel to the Company with respect to this
Offering, and the statement that the RPA Agreements, in the aggregate,
will not be taxable as a corporation for federal income tax purposes are
included herein on the authority of such firm as experts.

<PAGE>

WILDERNESS DEVELOPMENT CORPORATION
(A Development Stage Corporation)

Wisconsin Dells, Wisconsin

FINANCIAL STATEMENT

February 28, 1997

TABLE OF CONTENTS

PAGE

INDEPENDENT AUDITOR'S REPORT . . . . . . . . . . . . . . . 1

FINANCIAL STATEMENT

Balance Sheet . . . . . . . . . . . . . . . . . . . . . . 2
Summary of Significant Accounting Policies . . . . . . . 3
Notes to Financial Statement . . . . . . . . . . . . . . 4

<PAGE>
Clifton Gunderson L.L.C.
Certified Public Accounting & Consultants

Independent Auditor's Report

The Stockholders
Wilderness Development Corporation
(A Development Stage Corporation)
Wisconsin Dells, Wisconsin

We have audited the accompanying balance sheet of Wilderness Development
Corporation, as of February 28, 1997. This financial statement is the
responsibility of the corporation's management. Our responsibility is to
express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the balance sheet is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the balance sheet. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall balance sheet presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in
all material respects, the financial position of Wilderness Development
Corporation as of February 28, 1997, in conformity with generally accepted
accounting principles.

CLIFTON GUNDERSON L.L.C.

Madison, Wisconsin
March 11, 1997

<PAGE>

WILDERNESS DEVELOPMENT CORPORATION
(A Development Stage Corporation)
BALANCE SHEET
February 28, 1997

ASSETS

Cash $874

Development costs in process - design and
feasibility 108,826

Development costs in process -
offering costs 116,450
Organization costs, less accumulated
amorization of $333 3,667
--------
TOTAL ASSETS $229,817
========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Notes payable $212,744

Accounts payable 30,357

Accrued interest 8,037
--------

Total liabilities 251,138
--------

STOCKHOLDERS' EQUITY
Common stock, 9,000 shares of $.10 par value
authorized; 562.50 shares issued and
outstanding 56

Additional paid-in capital 507

Deficit accumulated during the
development stage (21,884)
--------

Total stockholders' equity (21,321)
--------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $229,817
========

These financial statements should be read only in connection with
the summary of significant accounting policies and notes to
financial statement.

<PAGE>
WILDERNESS DEVELOPMENT CORPORATION
(A Development Stage Corporation)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
February 28, 1997

Wilderness Development Corporation (A Wisconsin Corporation), was formed
in July, 1996. The corporation is developing condominiums in Wisconsin
Dells, WI. Significant accounting policies followed by the corporation
are presented below:

USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements. Actual amounts could differ from those estimates.

ORGANIZATION COSTS

Costs incurred in organizing the corporation are amortized over five
years.

INCOME TAXES

The corporation has elected S corporation status under the provisions of
the tax code for both federal and state income taxation. As a result, the
taxable income and income tax credits are passed through to its
stockholders.

This information is an integral part of the accompanying financial
statement.

<PAGE>
WILDERNESS DEVELOPMENT CORPORATION
(A Development Stage Corporation)
NOTES TO FINANCIAL STATEMENT
February 28, 1997

NOTE 1 - DEVELOPMENT STAGE OPERATIONS

The corporation was formed July 25, 1996. Operations since that time have
consisted primarily of preparing documents for a security offering,
obtaining financing, land surveying, and architectural designing.

NOTE 2 - NOTE PAYABLE

The note is payable September 15, 1997 and bears interest at 9.75%. The
maximum credit available is $400,000. The note is secured by real estate
of a related entity.

This information is an integral part of the accompanying financial
statement.

<PAGE>

WILDERNESS HOTEL & RESORT, INC.

Wisconsin Dells, Wisconsin

FINANCIAL STATEMENTS

December 31, 1996

<PAGE>
TABLE OF CONTENTS

PAGE

ACCOUNTANT'S REPORT . . . . . . . . . . . . . . . . . . . . 1

FINANCIAL STATEMENTS (Unaudited)

Balance Sheet . . . . . . . . . . . . . . . . . . . . . . 2
Statement of Income . . . . . . . . . . . . . . . . . . . 3
Statement of Stockholders' Equity . . . . . . . . . . . . 4
Statement of Cash Flows . . . . . . . . . . . . . . . . . 5
Summary of Significant Accounting Policies . . . . . . . 7
Notes to Financial Statements . . . . . . . . . . . . . . 9

SUPPLEMENTAL INFORMATION (Unaudited) . . . . . . . . . . . 13
Direct Costs . . . . . . . . . . . . . . . . . . . . . . 14
Operating Expenses . . . . . . . . . . . . . . . . . . . 15

<PAGE>

Clifton Gunderson L.L.C.
Certified Public Accountants & Consultants

Accountant's Report

The Stockholders and
Board of Directors
Wilderness Hotel & Resort, Inc.
Wisconsin Dells, Wisconsin

We have compiled the accompanying unaudited balance sheet of Wilderness
Hotel & Resort, Inc., as of December 31, 1996, and the related statements
of income, stockholders' equity, and cash flow for the year then ended in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.

A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited
or reviewed the accompanying financial statements and, accordingly, do not
express an opinion or any other form of assurance on them.

The supplemental information accompanying the financial statements is
presented only for additional analysis purposes. We have not audited or
reviewed the accompanying supplemental information and, accordingly, do
not express an opinion or any other form of assurance on such information.

CLIFTON GUNDERSON L.L.C.

Madison, Wisconsin
April 22, 1997

<PAGE>

WILDERNESS HOTEL & RESORT, INC.
BALANCE SHEET

December 31, 1996

(Unaudited)

ASSETS

CURRENT ASSETS
Cash $143,906
Accounts receivable 7,296
Prepaid expenses 23,835
Inventory 20,539
---------
Total current assets 195,576
---------
PROPERTY AND EQUIPMENT

Land 9,380
Land improvements 440,336
Buildings 5,521,229
Equipment and furnishings 1,139,368
Vehicles 25,894
Construction in process 39,200
---------
Total, at cost 7,175,407

Less accumulated depreciation (657,658)
---------
Net property and equipment 6,517,749
---------

OTHER ASSETS
Due from related parties 2,079,950

Loan costs, less amortization of $26,801 41,453

Goodwill, less accumulated amortization of
$13,333 86,667
Organization costs, less accumulated
amortization of $4,368 6,552
---------
Total other assets 2,214,622

TOTAL ASSETS $8,927,947
=========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Current portion of long-term debt $6,166,944
Accounts payable 44,013
Due to related party 60,000
Room deposits 113,875
Special assessments 6,454
Accrued expenses 0
Wages and related taxes 14,573
Sales and room taxes 21,847
Property taxes 105,227
Interest 189,132
---------
Total current liabilities 6,722,065

LONG-TERM DEBT less
current maturities 936,473
---------
Total liabilities 7,658,538
---------
STOCKHOLDERS' EQUITY

Common stock, 9,000 shares of $.10 par value
authorized; 1,076.93 shares issued and
outstanding 108
Less notes receivable for the purchase of
common stock (2,038,840)
Additional paid-in capital 3,549,892
Retained earnings (deficit) (241,751)
---------
Total stockholders' equity 1,269,409
---------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $8,927,947
=========

These financial statements should be read only in connection with
the accompanying accountant's report, summary of significant
accounting policies, and notes to financial statements.

<PAGE>

WILDERNESS HOTEL & RESORT, INC.
STATEMENT OF INCOME
Year Ended December 31, 1996
(Unaudited)

REVENUE

Room $2,657,592
Telephone 16,362
Gift shop sales 117,705
Retreat sales 73,709
Pool bar sales 93,454
Vending sales 41,127
Miscellaneous 11,173
---------
Total revenue 3,011,122

DIRECT COSTS 1,075,050
---------
Gross profit 1,936,072

OPERATING EXPENSES 1,348,093
---------
Income from operations 587,979

OTHER INCOME (EXPENSE)

Interest income 91,514
Interest expense (672,445)
Other income 3,300
Gain on sale of property and equipment 20,538
---------
NET INCOME $30,886
=========

These financial statements should be read only in connection
with the accompanying accountant's report, summary of
significant accounting policies, and notes to financial
statements.

<PAGE>
<TABLE>
WILDERNESS HOTEL & RESORT, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
Year Ended December 31, 1996
(Unaudited)
<CAPTION>
Notes Receivable
Number for the Retained
of Common Purchase of Paid-In Earnings
Shares Stock Common Stock Capital (Deficit) Total

<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1996 1,000.00 $100 ($2,202,020) $3,399,900 $67,363 $1,265,343

Sale of common stock 76.93 8 0 149,992 0 150,000

Reduction in subscription
note receivable 0 0 163,180 0 0 163,180

Net income 0 0 0 0 30,886 30,886

Dividends 0 0 0 0 (340,000) (340,000)
--------- ------ ----------- ---------- --------- ----------

BALANCE, DECEMBER 31, 1996 1,076.93 $108 ($2,038,840) $3,549,892 ($241,751) $1,269,409
========= ====== =========== ========== ========= ==========
</TABLE>

These financial statements should be read only in connection with
the accompanying accountant's report, summary of significant accounting
policies, and notes to financial statements.

<PAGE>

WILDERNESS HOTEL & RESORT, INC.
STATEMENT OF CASH FLOWS

Year Ended December 31, 1996

(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES

Cash received from customers $3,080,195
Cash paid to suppliers and employees (1,795,920)
Interest paid (483,314)
Interest received 91,514
--------
Net cash provided by operating activities 892,475
---------

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of property and equipment (2,812,562)
---------
Net cash used in investing activities (2,812,562)
---------

CASH FLOWS FROM FINANCING ACTIVITIES
Loan proceeds 2,685,000
Loan costs (32,493)
Dividends paid (340,000)
Debt repayments (636,317)
Proceeds of related party receivables 210,500
Proceeds from sale of common stock 150,000
---------
Net cash provided by financing activities 2,036,690
---------
NET INCREASE IN CASH 116,603

CASH, BEGINNING OF YEAR 27,303
--------
CASH, END OF YEAR $143,906
========

NONCASH INVESTING AND FINANCING ACTIVITIES
The corporation transferred $2,338,062 in assets
and $316,600 in liabilities to a related
corporation in exchange for a note receivable of
$2,042,000.

The corporation combined $4,015,000 of an existing
mortgage into the new $6.3 million mortgage.

Payments of $163,180 on the stock subscription
receivable were applied as direct reductions to
the note payable to Dellview Resorts, Inc.

(Continued)

<PAGE>

WILDERNESS HOTEL & RESORT, INC.
STATEMENT OF CASH FLOWS

Year Ended December 31, 1996

(Unaudited)

RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES

Net income $30,886

Adjustment to reconcile net income to
net cash provided by operating activities:
Depreciation 456,151
Amortization 29,791
Gain on sale of property (20,538)
Net operating changes in:
Accounts receivable (4,122)
Prepaid expenses (9,825)
Accounts payable 50,133
Accrued expenses 297,430
Inventory (6,049)
Room deposits held 69,895
Special assessments (1,277)

NET CASH PROVIDED BY OPERATING
ACTIVITES $892,475
========

These financial statements should be read only in connection with the
accompanying accountant's report, summary of significant accounting
policies, and notes to financial statements.

<PAGE>
WILDERNESS HOTEL & RESORT, INC.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
December 31, 1996

(Unaudited)

Wilderness Hotel & Resort, Inc. (a Wisconsin Corporation), was formed in
November, 1994. The corporation owns and manages a hotel operation in
Wisconsin Dells. Since the whole operation is one property, this
represents a concentration of risk. Significant accounting policies
followed by the corporation are presented below:

USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The corporation considers accounts receivable to be fully collectible;
accordingly, no allowance for doubtful accounts is required.

INVENTORY

Inventory consists of resale items available for purchase by guests. The
inventory is reported at cost using the first in-first out method.

PROPERTY, DEPRECIATION, MAINTENANCE AND REPAIRS

Property and equipment are carried at cost. Depreciation is calculated
based on the estimated useful lives of the various assets in amounts
sufficient to relate the costs to the accounting periods benefited. The
property and equipment items are depreciated using accelerated methods.

Major additions, improvements and interest during construction periods are
charged to the property accounts while maintenance and repairs which do
not improve or extend the life of the respective assets are expensed
currently. When property is retired or otherwise disposed, the asset and
related accumulated depreciation is removed from the accounts. Any
recognized gain or loss is included in income.

LOAN COSTS

Costs incurred in obtaining financing are amortized over the term of the
loan.

GOODWILL

Goodwill, representing the excess of the cost over the fair market value
of the Dellview property at the date of acquisition, is amortized over a
period of 15 years.

INCORPORATION COSTS

The corporation incurred legal and accounting fees in its organization and
formation. These costs are amortized over a period of five years.

INCOME TAXES

This information should be read only in connection
with the accompanying accountant's report.

<PAGE>

WILDERNESS HOTEL & RESORT, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1996

(Unaudited)

NOTE 1 - PROPERTY AND EQUIPMENT

The estimated lives of property and equipment used for calculating
depreciation are as follows:

Life in Years

Buildings 39
Equipment and furnishings 5-7
Land improvements 15

NOTE 2 - LONG-TERM DEBT

Mortgage note payable to Bank of Wisconsin Dells with the
interest rate locked for two years at 9.75%. Thereafter,
the rate is locked for one year periods at 112.5 basis
points over New York prime. The payment terms are as
follows: a total annual payment of $823,280 consisting
of $225,000 and $275,000 of interest only due July 15 and
August 15, respectively and a principal and interest
payment of $323,280 due September 15. The loan is
renewable on an annual basis. The mortgage is secured by
all corporate property and equipment, assignment of lease
proceeds and rents, personal guaranty of the
stockholders, irrevocable unlimited guaranty from a
related entity, and a life insurance policy on a major
stockholder. The corporation is in violation of loan
covenants at December 31, 1996.
$6,100,000

Variable rate (10% at December 31, 1996) note payable
to Atlantis Hotel, Inc. (a related party), principal
is payable in $30,000 annual installments from 1997 to
1999, with any unpaid balance due September 10, 2000.
Interest payments are due quarterly. The note is
secured by all corporate property and equipment.
270,000

9.5.% note payable to GMAC, principal and interest are
payable monthly. The note is secured by a corporate
vehicle. 14,577

6% promissory notes payable to Dellview Resorts, Inc.
due December 31, 2004, secured by the personal guaranty
of the stockholders. 688,840

9.625%, $520,000 note payable to Bank of Wisconsin Dells,
principal of $52,000 and interest is payable annually
on September 10, with any unpaid balance due September 10,
2001. The note is secured by corporate real estate. As
of December 31, 1996, no money has been drawn on the note.

Unsecured promissory note payable to stockholder. $ 30,000
---------

Total notes payable 7,103,417
Less: Current maturities 6,166,944
---------
Long-term debt $ 936,473
=========

The following is a schedule by years of principal payments required under
the existing long-term debt.

Years ending December 31, 1997 $ 6,166,944
1998 37,633
1999 30,000
2000 180,000
2001 -
After 688,840
----------
Long-term debt $ 7,103,417
==========

The corporation's mortgage note with the Bank of Wisconsin Dells contains
various restrictive covenants including provision for insurance coverage,
indebtedness, capital investment, owner draws, and debt coverage.

NOTE 3 - RELATED PARTY TRANSACTIONS

Land Lease

The corporation leases land from a major stockholder. The lease requires
semi-annual payments of $39,000 due on June 30 and November 30. The lease
has an initial 9 year term expiring on November 30, 2003 with ten 9 year
renewal options.

Office Management and Consulting Services

The corporation pays Lucke Management, Inc. a fee for office and
administrative services. A stockholder of the corporation is the sole
owner of Lucke Management, Inc. The amount paid in 1996 for these
services was $33,000.

Due to Related Party

The corporation also entered into an agreement with Lucke Management, Inc.
to manage the operation for a one time fee of $100,000. The amount paid
in 1996 for these services was $40,000, with an additional amount due of
$60,000.

Notes Payable

The corporation owes $30,000 to a major shareholder at December 31, 1996.
The corporation owes $270,000 to Atlantis Hotel, Inc. (controlled by a
major shareholder) as of December 31, 1996.

Due from Related Parties

The amounts due the corporation from related parties at December 31, 1996
are as follows:

Wilbar, Inc. $ 202,050
Wild Golf, Inc. 1,876,900
Wilderness Development Corporation 437
Shareholders 563
---------

$ 2,079,950
=========

NOTE 4 - NOTES RECEIVABLE FOR THE PURCHASE OF COMMON STOCK

There are two notes receivable with the following terms:

A note receivable for the purchase of common stock bears
interest at 6%, is collateralized by 440 shares of the
corporation's common stock, and is due November 30, 1999. $ 1,350,000

A note receivable for the purchase of common stock bears
interest at 6%, collateralized by 225 shares of the
corporation's common stock, with 10% principal payments
annually and any unpaid balance due December 31, 2004. 688,840
---------
$ 2,038,840
=========

NOTE 5 - CAPITALIZED INTEREST

The total interest cost for 1996 is $708,328, of which $35,883 has been
capitalized as part of building costs. It represents the amount of
interest paid during the construction of an addition to the hotel.

This information should be read only in connection
with the accompanying accountant's report.

<PAGE>

SUPPLEMENTAL INFORMATION

WILDERNESS HOTEL & RESORT, INC.
DIRECT COSTS

Year Ended December 31, 1996

(Unaudited)

Cost of resale items $142,022
Laundry service 43,585
Housekeeping supplies 26,932
Telephone 36,230
Licenses and permits 1,500
Vending costs 1,745
Video/TV expense 2,460
Salaries/wages 542,766
Payroll taxes 65,026
Uniforms 4,094
Advertising 130,650
Postage 11,676
Charge card discounts 66,364
---------
$1,075,050
=========

This information should be read only in connection
with the accompanying accountant's report.

<PAGE>

WILDERNESS HOTEL & RESORT, INC.

OPERATING EXPENSES
Year Ended December 31, 1996

(Unaudited)

Salaries $37,420
Payroll taxes 3,233
Office expense 27,032
Office management 33,000
Land rent 78,000
Insurance 50,609
Professional fees 17,073
Entertainment 7,231
Bank service charges 39
Utilities 132,824
Property taxes 148,477
Repairs and maintenance 66,574
Travel 10,701
Vehicle expense 3,431
Supplies 133,004
Amortization 29,791
Depreciation 456,151
Wisconsin surcharge 466
Garbage removal 5,471
Consulting fees 100,000
Lease payments 7,480
Penalties 86
---------
$1,348,093
=========

This information should be read only in connection
with the accompanying accountant's report.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 21. Marketing Arrangements.

No arrangement is known to the Registrant or to any person named in
answer to Items 2 or 19(a) to have been made for any of the following
purposes:

(a) To limit or restrict the sale of other securities of the same
class as those to be offered for the period of distribution.

(b) To stabilize the market for any of the securities to be offered.

(c) For withholding commissions, or otherwise to hold each
underwriter or dealer responsible for the distribution of his
participation.

Item 22. Other Estimated Expenses of Issuance and Distribution.

Estimated expenses in connection with the Offering are as follows:

Registration Fee - Securities and

Exchange Commission . . . . . . . . . . . . . . . . . . . . $ 6,547.47
Cost of Printing . . . . . . . . . . . . . . . . . . . . . . . 10,000.00
Legal Fees . . . . . . . . . . . . . . . . . . . . . . . . . . 150,000.00
Accounting Fees . . . . . . . . . . . . . . . . . . . . . . . . 25,000.00
Blue Sky Fees . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000.00
Miscellaneous Expenses . . . . . . . . . . . . . . . . . . . . . 2,000.00

TOTAL $198,547.47

Item 23. Relationship with Registrant of Experts Named in Registration
Statement.

No expert named in the Registration Statement as having prepared or
certified any part thereof was employed for such purpose on a contingent
basis or at the time of such preparation or certification or at any time
thereafter had a substantial interest in the Registrant or any of its
affiliates or subsidiaries or was connected with the Registrant or any of
its affiliates or subsidiaries as a promoter, underwriter, voting trustee,
director, officer or employee.

Item 24. Sales to Special Parties.

No sales of securities being registered hereunder have been made to
any person by Registrant at a price varying from that at which securities
of the same class, i.e., the within described hotel-condominium units
coupled with rental pooling agreements, are to be offered to the public
pursuant to this registration. No securities are being offered hereunder
on behalf of anyone other than the Registrant.

Item 25. Recent Sales of Unregistered Securities.

Registrant has not made any sales of unregistered securities during
the past three years except the sale of the capital stock in the initial
organization of Registrant, which sale was exempt from registration under
both Section 4(2) and Section 3(a)(11) of the Securities Act of 1933, as
amended.

Item 26. Subsidiaries of Registrant.

Registrant has no subsidiary.

Item 27. Franchises and Concessions.

Registrant has no franchise or concession.

Item 28. Indemnification of Directors and Officers.

Provisions regarding indemnification of officers and directors of
registrant contained in Article IX of the Company's Bylaws (Exhibit 3-B to
this Registration Statement) are incorporated herein by this reference.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to the Company's
directors, officers and controlling persons pursuant to the
indemnification provisions incorporated by the above reference or
otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification may be against
public policy as expressed in the Act and may, therefore, be
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceedings) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate Jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.

Item 29. Treatment of Proceeds from Stock Being Registered.

Not applicable.

<PAGE>

Item 30. Financial Statements and Exhibits.

(a) Financial Statements:

(1) Included in Prospectus:

(i) Wilderness Development Corporation:

Report of Independent Public Accountants;
Balance Sheet as of December 31, 1996; and
Notes to Balance Sheet

(ii) Wilderness Hotel & Resort, Inc. (due to using
existing hotel numbers as a basis for future
projections in this offering):

Report of Independent Public Accountants;
Balance Sheet as of December 31, 1996; and
Notes to Balance Sheet

(2) Not included in the Prospectus or Registration Statement:

In accordance with the provisions of Regulation S-X for
Form S-1, the schedules for Form S-1 are omitted as being
inapplicable, not required or because the information is
included in the balance sheet or notes thereto.

(b) Exhibits:

1 None.
2 None.
3-A Articles of Incorporation of Wilderness Development
Corporation.*
3-B Bylaws of Wilderness Development Corporation.*
3-C Organizational Consent of Directors and 1996
Consent of Directors.*
4-A A copy of the form of Wilderness Hotel Condominium
Construction and Sales Agreement.*
4-B A copy of the form of Rental Pooling and Agency Agreement.*
4-C Preliminary Price List.*
5 None.
6 None.
7 None.
8 Form of Opinion and consent of Sweeney & Sweeney, S.C. as
to United States income tax matters.*
9 None.
10-A Draft Condominium Declaration for Wilderness Hotel
Condominium Association, Inc.*
10-B Draft Articles of Incorporation of Wilderness Hotel
Condominium Association, Inc.*
10-C Draft Bylaws of Wilderness Hotel Condominium Association,
Inc.*
10-D Draft Management and Use Agreement between the Association
and Wilderness Hotel & Resort, Inc.*
10-E Use and Access Agreement between Unit Owners, Registrant,
Wilderness Hotel & Resort, Inc., Wild Golf, Inc. an Tom
and Terri Lucke*
11 None.
12 None.
13 None.
14 None.
15 None.
16 None.
17 Unit Descriptions*
18 Economic Models and Information*
_________________________
* - Previously filed with Amendment No. 1.

UNDERTAKINGS

Subject to the terms and conditions of Section 15(d) of the
Securities Exchange Act of 1934, the undersigned Registrant hereby
undertakes to file with the Securities and Exchange Commission such
supplementary and periodic information, documents and reports as may be
prescribed by any rule or regulation of the Commission heretofore or
hereafter duly adopted pursuant to authority conferred in that section.

Registrant will amend this Registration Statement within nine months
of its effective date to the extent necessary so that the information
contained in the Prospectus shall be as of a date not more than 16 months
prior to its use.

Registrant will de-register all unsold Units, if any, if and when
they terminate this Offering before all such Units are sold.

Registrant undertakes (a) to file any Prospectuses required by
Section 10(a)(3) as post-effective amendments to tho Registration
Statement, (b) to file amendments when prices are changed or other
material developments occur, (c) that for the purpose of determining any
liability under the Act each such post-effective amendment may be deemed
to be a new registration statement relating to the securities offered
therein and the offering of such securities at that time may be deemed to
be the initial bona fide Offering thereof, (d) that all post-effective
amendments will comply with the applicable forms, rules and regulations of
the Commission in effect at the time such post-effective amendments are
filed, (e) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the Offering and (f) to furnish the Division of
Corporation Finance a letter informing said Division when all the
securities registered have been sold.

If after filing this Registration Statement Registrant applies for a
ruling from the Internal Revenue Service as to the tax aspects of this
Offering, Registrant undertakes to promptly notify each Owner, in writing,
of the receipt of the ruling or of an adverse ruling or refusal to rule by
the Internal Revenue Service, and undertakes to file with the Commission a
Form 8-K describing such event.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, at the City of
Madison, State of Wisconsin on the 5th day of May, 1997.

WILDERNESS DEVELOPMENT CORPORATION

By: /s/ Thomas J. Lucke, President
Thomas J. Lucke, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

Signatures

/s/ Thomas J. Lucke President and May 5, 1997
Thomas J. Lucke Director

/s/ S. Peter Helland, Jr. Secretary/Treasurer May 5, 1997
S. Peter Helland, Jr. and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned officers and
directors of Wilderness Development Corporation (the "Corporation"),
hereby constitutes and appoints Thomas J. Lucke as his true and lawful
attorney and agent for him in his name, place and stead, in any capacity,
with respect to the execution, delivery and filing of a registration
statement with the Securities and Exchange Commission on Form S-1
registering 133 hotel-condominium units in the Wilderness Resort Hotel,
together with 133 rental pooling and agency agreements, to be sold by the
Corporation, and any amendment or amendments to the registration statement
(including post-effective amendments) and any and all instruments
necessary to or in connection therewith, to attest the seal of the
Corporation thereon, and to file the same with the Securities and Exchange
Commission, such attorney and agent to have power and authority to do and
perform in the name and on behalf of the undersigned every act whatsoever
necessary or as fully and to all intents and purposes as the undersigned
might or could do in person, and the undersigned hereby ratifies and
confirms all that such attorney and agent shall do or cause to be done by
virtue hereof.

EXECUTED this 5th day of May, 1997.

/s/ Thomas J. Lucke
Thomas J. Lucke

/s/ S. Peter Helland, Jr.
S. Peter Helland, Jr.

STATE OF WISCONSIN )
)ss.
COUNTY OF DANE )

Personally came before me this 5th day of May, 1997, the
above-named Thomas J. Lucke and S. Peter Helland, Jr., to me known to be
the persons who executed the foregoing instrument and acknowledge the
same.

* Cindy L. Wendorf
Notary, State of Wisconsin

<PAGE>

WILDERNESS DEVELOPMENT CORPORATION

Secretary's Certificate

The undersigned certifies that he is the secretary of
Wilderness Development Corporation, a Wisconsin corporation, (the
"Corporation") and that as such he is authorized to execute this
certificate on behalf of the Corporation, and further certifies that the
following resolution was adopted by Consent of Directors executed as of
May 5, 1997:

RESOLVED that each officer and director who may be
required to execute the registration statement [for the sale of
133 hotel-condominium units in the Wilderness Resort, together
with 133 mandatory rental pooling and agency agreements] or any
amendment thereto (whether on behalf of the Corporation or as
officer or director thereof or by attesting the seal of the
Corporation or otherwise) is authorized to execute a power of
attorney appointing Thomas J. Lucke as true and lawful attorney
and agent to execute in his name, place and stead, in any
capacity, such registration statement and any and all
instruments necessary to or in connection therewith, to attest
the seal of the Corporation thereon, and to file the same with
the securities and Exchange Commission, such attorney and agent
to have power to act and perform in the name and on behalf of
each of said officers and directors, or both, as the case may
be, every act whatsoever necessary or advisable to be done as
fully and to all intents and purposes as any such officer,or
director might or could do in person.

IN WITNESS WHEREOF, the undersigned has executed this
certificate this 5th day of May, 1997.

/s/ S. Peter Helland, Jr.
S. Peter Helland, Jr.
Secretary

<PAGE>

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT

As independent public accountants, we hereby consent to the use of our
report and to all references to our Firm included in or made a part of
this Registration Statement.

CLIFTON GUNDERSON L.L.C.

Madison, Wisconsin
May 5, 1997

________________________

CONSENT OF COUNSEL TO THE COMPANY

The consent of Sweeney & Sweeney, S.C. to all references made
to them in the Prospectus included as a part of the Registration Statement
of Wilderness Development Corporation, and all amendments thereto, is
included in their opinion filed as Exhibit 8 to the Registration
Statement.

(The balance of this page is intentionally left blank)
<PAGE>

133 HOTEL-CONDOMINIUM UNITS

WILDERNESS RESORT HOTEL

TOGETHER WITH

133 OPTIONAL EXCLUSIVE RENTAL POOLING

AND AGENCY AGREEMENTS

EXHIBITS

filed with

REGISTRATION STATEMENT

FORM S-1

VOLUME I OF III

<PAGE>

INDEX TO EXHIBITS

REGISTRATION STATEMENT

OF WILDERNESS DEVELOPMENT CORPORATION

Page Number In
Sequentially
Numbered
Exhibit Title Document

The Security

*4-A Draft Wilderness Hotel Condominium Construction and
Sales Agreement . . . . . . . . . . . . . . . . . . . . . . . . . .

*4-B Rental Pooling and Agency Agreement . . . . . . . . . . . . . . . . .

*4-C Preliminary Price List . . . . . . . . . . . . . . . . . . . . . . .

The Condominium Documents

*10-A Draft Condominium Declaration for Wilderness
Hotel Condominium Association, Inc. . . . . . . . . . . . . . . . .

*10-B Draft Articles of Incorporation of Wilderness
Hotel Condominium Association, Inc. . . . . . . . . . . . . . . . .

*10-C Draft Bylaws of Wilderness Hotel Condominium
Association, Inc. . . . . . . . . . . . . . . . . . . . . . . . . .

The Registrant

*3-A Articles of Incorporation of Wilderness
Development Corporation . . . . . . . . . . . . . . . . . . . . . .

*3-B Bylaws of Wilderness Development Corporation . . . . . . . . . . . .

*3-C Organizational Consent of Directors and
August 1, 1996 Consent of Directors . . . . . . . . . . . . . . . .

Material Contracts and Agreements

*10-D Draft Management and Use Agreement between
the Association and
Wilderness Hotel & Resort, Inc. . . . . . . . . . . . . . . . . . .

*10-E Use and Access Agreement between Owners,
Registrant, Wilderness Resort & Hotel, Inc.,
Wild Golf, Inc. and Tom and Terri Lucke . . . . . . . . . . . . . .

Opinions

*8 Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Sales Materials

*17 Unit Description . . . . . . . . . . . . . . . . . . . . . . . . . . .

*18 Economic Model and Information . . . . . . . . . . . . . . . . . . . .
___________________________
* - Previously filed with Amendment No. 1