February 5, 2020

James J. Dolan
Chief Executive Officer
Gordon Pointe Acquisition Corp.
780 Fifth Avenue South
Naples, FL 34102

       Re: Gordon Pointe Acquisition Corp.
           Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
           Filed January 23, 2020
           File No. 001-38363

Dear Mr. Dolan:

       We have reviewed your amended proxy statement and have the following
comment. In
our comment, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to this letter by amending your proxy statement and
providing the
requested information. If you do not believe our comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

        After reviewing any amendment to your proxy statement and the
information you provide
in response to this comment, we may have additional comments. Unless we note
otherwise, our
references to prior comments are to comments in our December 9, 2019 letter.

Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A filed January
23, 2020

General

1.    We note your response to comment 2, and your amended disclosure on page
101 where
      you state that approval of the Charter Amendments Proposal will require
holders of a
      majority of the issued and outstanding shares of GPAQ common stock to
vote for "each
      of" the Charter Amendments. However, it does not appear that you have
      "identif[ied] clearly and impartially each separate matter intended to be
acted upon,
      whether or not related to or conditioned on the approval of other
matters, and whether
      proposed by the registrant or by security holders." Each of the
amendments in the Charter
      Amendments Proposal are still included in one proposal. Further, it is
unclear from your
      filing whether the Charter Amendments Proposal would be approved if
certain charter
 James J. Dolan
Gordon Pointe Acquisition Corp.
February 5, 2020
Page 2
      amendments are approved and others are not, and if charter amendments can
be approved
      or disapproved individually. Therefore, please unbundle the Charter
Amendments
      Proposal into separate proposals so as to allow shareholders to vote
separately on material
      matters, or provide your analysis as to why you believe you are not
required to do so.
      Please refer to Rule 14a-4(a)(3) of Regulation 14A, as well as Question
201.01 of the
      Division's Exchange Act Rule 14a-4(a)(3) Compliance and Disclosure
Interpretations.
      Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at
(202) 551-
3222 with any questions.



                                                           Sincerely,
FirstName LastNameJames J. Dolan
                                                           Division of
Corporation Finance
Comapany NameGordon Pointe Acquisition Corp.
                                                           Office of Trade &
Services
February 5, 2020 Page 2
cc:        Stephen Cohen
FirstName LastName