SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  September 13, 2011

Via Email
Steven Wolosky, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky Park Avenue Tower 65 East 55th Street
New York, NY 10022

  Re: Regis Corporation
  Preliminary Proxy Statement on Schedule 14A
Filed September 2, 2011 by Starboard Value & Opportunity Master Fund Ltd., Starboard Value LP, St arboard Value and Opportunity’s
LLC, Starboard Value GP LLC, Starboard Principal CO LP,
Starboard Principal CO GP LLC, James P. Fogarty, Jeffery C. Smith, David P. Williams, Peter A. Feld , and Mark Mitchell (“Starboard”)
File No. 1-12725

We have conducted a limited review of  the filing listed above and have the
following comments.  The scope of our review is limited to the matters identified in our
comments below.  Where indicated, we th ink you should revise your document in
response to these comments.  If you disagree , we will consider your explanation as to
why a comment is inapplicable or a revisi on is unnecessary.  Pleas e be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or  may not raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone number listed at  the end of this letter.

Mr. Steven Wolosky
Olshan Grundman Frome Rosenzweig & Wolosky September 13, 2011 Page 2
 PREC 14A

 General

 1. Please include information as of the most reas onable practicable date.  In this regard,
please fill in all blanks and missing inform ation and update the information you have
already provided or bracketed.
2. Please refer to our prior comment.  Please update the total amount and percentage of
shares beneficially owned by the Star board group as of the most reasonable
practicable date n accordance with  Item 5(b)(iv) of Schedule 14A.
 3. Refer to disclosure on page 1 in which th e participants describe themselves as
“significant” shareholders.  Based on the total amount of securities held by the
participants and even assuming conversion of  the 5% convertible senior notes, the
basis for this statement is not a pparent.  Please revise or advise.
 Background to the Solicitation, page 4

4. Please supplement your disclosu re in the background secti on to further describe the
relationships between the part icipants, if any.  For exampl e, succinctly disclose all
prior relationships between or amongst each of the participants that led to the current
solicitation.
5. Clarify the material topics addressed in the August 16, 2011 letter Starboard delivered
to the board of directors of the company.  For example, if not already included in the
current proxy statement, describe the data presented to the board that supported the
Starboard participants’ belief that the co mpany is undervalued and is trading “far
below its specialty retail peers as a resu lt of deteriorating op erating results.”
 6. Please supplement the disclosure to descri be the potential alternatives suggested by
Starboard in its August 16, 2011 letter.
 Reasons for the Solicitation, page 5

 7. We note the concerns the participants ha ve with regard to the company and its
management.  Please describe in greater de tail the specific plans the nominees have,
if any, that would “significantly  reduce the company’s operating expenses, re-focus
the company on its core North American salon business,” and address the other
concerns outlined.  For example, describe any plans involving the restructuring of the
North American salon business field orga nization and how other cost reductions
described could be achieved.  If there are no sp ecific plans, revise to state this fact.

Mr. Steven Wolosky
Olshan Grundman Frome Rosenzweig & Wolosky September 13, 2011 Page 3
 “We believe the Company should fully expl ore strategic alternatives…,”  page 7.

 8. Please supplement the disclosure to provide an  inclusive list of all of the assets the
participants are identifyi ng as “non-core” assets.

9. Please see our comment above.  Clarify how  the nominees would “monetize” the non-
core assets.  Further, if the nominees inte nd to lobby for a sale of a particular non-
core business versus another, revise to st ate this fact.  Please  provide quantitative
data, if any, to provide context to disclo sure regarding the pa rticipants’ beliefs
regarding the impact of  such a transaction.  If there are no plans, revise to state this
fact.
 We are concerned that executive compensation… page 7

 10. Supplementally provide us with the releva nt excerpts of the Glass Lewis & Co.
reports referenced.
11. Please update, to the extent possible, the disclosure regarding ISS Proxy Advisory
Service’s review of the Company’s compensation practices for 2011.
 We are concerned with the Board’s lack  of sufficient stock ownership, page 8

12. Refer to disclosure contrasting the board’s ownership of shares held “outright” versus
shares granted by the company.  Please clarif y further the relevan ce of the distinction
you are making and how this supports the part icipants’ belief that the board lacks
sufficient stock ownership.  We may have further comment.
 13. Please characterize each statement or asse rtion of opinion or belief as such, and
ensure that a reasonable basis for each opi nion or belief exists.  In addition, support
for opinions or beliefs should be self-evide nt, disclosed in your materials or provided
to the staff on a supplemental basis with a view toward disclosure.  We cite the
following non-exhaustive examples of statem ents or assertions in your materials
which require supplemental support and whic h may need to be recharacterized as
statements of belief or opinion:

 “[w]e believe the company has a high er portion of its cost structure
dedicated to corporate overh ead than virtually any other U.S. retailer of a similar
size…”;
 “[w]e believe the Company cu rrently trades at a steep
 discount to the
value of the sum of its parts and at an EB ITDA multiple that is far below its specialty
retail peers…”; (emphasis added) and,
 “[o]ur nominees have the experience and qualifications necessary to
maximize  value for shareholders…” (emphasis added).

Mr. Steven Wolosky
Olshan Grundman Frome Rosenzweig & Wolosky September 13, 2011 Page 4
 Where the basis of support is other docume nts such as reports, articles, internal
estimates, or opinions, if any, provide either  complete copies of the documents or
sufficient pages of information so th at we can assess the context of the
information upon which you rely.  Mark any supporting documents provided to identify the specific information relied upon, such as quoted statements, financial
statement line items, press releases, and mathematical computations, and identify the sources of all data utilized.

Proposal No. 1, page 10

14. Please disclose the provisions of the company’s governing instruments which you
believe permitted you to nominate the current slate of candidates.  Further, please revise to state whether or not the nominat ions were made timely and whether the
Starboard group is in compliance with the pr ovisions of such governing instruments.
 15. We note reference to Mr. Smith’s involveme nt in transactions at The Fresh Juice
Company in which sales were “quadrupl[e d]” and market value was “doubl[ed].”
Clarify further how Mr. Smith helped to or chestrate the transactions referenced and
provide context to the statement by clarif ying the degree of his involvement.  Also,
please provide support for the statements  made regarding the success of the
transactions referenced.

16. Please supplement your disclosure to s upport and explain the statement that the
nominees possess “relevant” experience and “operational expertise”, given their backgrounds as compared to the industry  within which the company operates.
 Voting and Proxy Procedures, page 14

 17. Consistent with the requirements set forth in Item 21(b) of Schedule 14A, revise to
disclose the effect of abstentions and br oker non-votes with regard to the advisory
votes once proposals 3 and 4 are in cluded in the proxy statement.
 Discretionary Voting, page 15

18. You state that the ratificati on of auditors is a “routine matter” for which brokers do
not need voting instruction in order to vote sh ares held by their customers.  It is our
understanding that in a cont ested election, a broker does not have discretionary
authority to vote on any  proposals to be voted on at th e meeting, whether routine or
not.  Please revise your di sclosure accordingly.
 Solicitation of Proxies, page 16

19. It appears that you intend to  solicit proxies via mail, facsimile, telephone, telegraph,

Mr. Steven Wolosky
Olshan Grundman Frome Rosenzweig & Wolosky September 13, 2011 Page 5
 Internet, in person and by advertisements.  Please be advised that all written soliciting
materials, including any e-mails or scripts to  be used in solici ting proxies must be
filed under the cover of Schedule 14A on the date  of first use.  Refer to Rule 14a-6(b)
and (c).  Please confirm your understanding.
20. Given that you may solicit prox ies via the Internet, please tell us whether you plan to
solicit via internet chat rooms, and if so, te ll us which websites you plan to utilize.

Incorporation by Reference, page 19

21. You refer security holders to information that you are requi red to provide that will be
contained in the company’s proxy statement for the annual meeting.  We presume that you are relying upon Rule 14a-5(c) to refer to this information.  If so, please note that
we believe that reliance upon Rule 14a-5(c ) before the company distributes the
information to security holders would be  inappropriate.  Alternatively, if you
determine to disseminate your proxy statem ent prior to the distribution of the
company’s proxy statement, you must undert ake to provide the omitted information
to security holders.  Please advise  as to your intent  in this regard.
 Form of Proxy Card

 22. Please file a revised form of proxy card that sets forth all of the proposals to be voted
upon at the annual meeting.

Closing Comments

 As appropriate, please amend your filing and promptly respond to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed investment  decision.  Since the participants are in
possession of all facts relating to the participan ts’ disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a
statement from the participants acknowledging that:
 the participants are responsible for the ad equacy and accuracy of the disclosure in

Mr. Steven Wolosky
Olshan Grundman Frome Rosenzweig & Wolosky September 13, 2011 Page 6
 the filing;

 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the participants may not assert staff co mments as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

 In addition, please be advised that the Division of Enforcement has access
to all information you provide to the staff of the Division of Corporation Finance in
our review of your filing or in response to our comments on your filing.
   Please direct any questions to me  at (202) 551-3757.  You may also
contact me via facsimile at (202) 772-9203.  Please send all correspondence to us at
the following ZIP code: 20549-3628.
         S i n c e r e l y ,
      /s/ Mellissa Campbell Duru
       M e l l i s s a  C a m p b e l l  D u r u        S p e c i a l  C o u n s e l        Office of Mergers and Acquisitions