Gaith Pharaon, the Saudi Arabian businessman who bought Bert Lance's interest in the National Bank of Georgia, yesterday offered to buy Hyatt International Corp. for $24 million.

Hyatt International operates 23 Hyatt Hotels outside the United States under an agreement with Hyatt Corp.

Pharaon's offer was made in a letter to Jay N. Pritzker, who is chairman of both Hyatt Corp. and Hyatt International. The Pritzker family of Chicago owns 56 pecent of Hyatt International and about 35 percent of Hyatt Corp.

Offering $11 per share for Hyatt International stock, Pharaon made two proposals, essentially offering either to buy all the shares, or all the shares not controlled by the Pritzker family.

The offer came from Saudi Research and Development Corp. Ltd. (REDEC) the construction and development company formed by Pharaon after he graduated from Harvard business school in 1965.

In making Pharaon's offer public, as required by federal securities law, a spokesman for the Pritzker family said the family is withdrawing its earlier offer to buy all the public shares of Hyatt International for $9.50.

The Pritzkers "were considering the REDEC proposals," said spokesman Allen M. Turner. Neither Jay Pritzker nor Frank Van Court, the Houston attorney who represents Pharaon could be reached for comment.

Turner said Pharaon's offer was "unsolicited" and provided that Hyatt International to merge with a wholly-owned subsidiary of REDEC.

Pharaon and the Pritzkers previously held discussions about Hyatt International managing hotels that Pharaon plans to build in the Middle East, Turner said. No agreement has been reached on that matter, he added.

Hyatt International has three hotels under construction in the Middle East - in Egypt, Kuwait and Saudi Arabia. (The Hyatt Regency Hotel in Kuwait will be managed by Hyatt and owned by the wife of Sheik Jaber al-Ali as-Sabah, deputy prime minister, according to a report this week by Mideast Report, an Arab world business newsletter).

Perhaps the best known Saudi businessman in the United States, Pharaon has been involved in several acquisitions of American firms by Middle Eastern investors.

In May he completed purchase of 60 percent of the stock of National Bank of Georgia. Pharaon made a public tender offer for the stock after he first acquired shares owned by Bert Lance, who headed NBG before he became director of the office of management and budget.

Pharaon once owned 32 percent of the stock of Commonwealth Bank of Detroit, but disposed of the shares more than a year ago.

More recently Pharaon headed a group which took over te struggling Main Bank of Houston. His partners on that purchase included John Connally, the former Treasury Secretary.

Earlier this month, Pharaon made a tender offer for between 500,000 and 950,000 of the 3.9 million shares of OKC Corp. of Dallas. OKC owns a crude oil pipeline, manufactures cement and asphalt, does oil exploration and runs a dredging business.

In his latest bid for Hyatt, Pharaon suggested, as one alternative, a cash bid of $11 per share for the 1,068,000 shares of class A stock and the 1,137,046 shares of class B stock. The Pritzker family owns all the class B shares and a small portion of the class A shares.

As an alternative, he offered $11 for all the class A shares and said the class B stock would be converted into an equal number of shares of the surviving company. That would make the Pritzkers partners with Pharoan in the international hotel business.