UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
FORM 10-KSB FOR THE PERIOD ENDED JUNE 30, 1996
SEC File Number: 0-19852
CUSIP NUMBER: 390007409
PART I - REGISTRANT INFORMATION
GREAT AMERICAN HOTELS & RESORTS, INC.
(Full Name of Registrant)
120 Firestone Pointe, Suite 100
(Address of Principal Executive Office)(Street and Number)
Duluth, Georgia 30155
(City, State and Zip Code)
PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate) _X_ Yes; ___ No.
(a) The reasons described in reasonable detail in Part II of
this form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20, 11-K or Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calender day
following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-
F, 11-K, 10-Q, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
Independent accountants could not complete the annual audit in
time.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification: J. Gordon Lamb, (770)798-8500.
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed? If answer is no, identify report(s).
_X_ Yes; ___ No.
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in
the subject report or portion thereof? ___ Yes; _X_ No.
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
_______________________________________________________.
Great American Hotels & Resorts, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
\s\J. Gordon Lamb
By: J. Gordon Lamb, Chief Financial Officer
Date: September 30, 1996
