SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
       DIVISION OF
CORPORATION FINANCE
September 20, 2011
Amy Seidel, Esq.Via Facsimile
Faegre & Benson LLP
2200 Wells Fargo Center90 South Seventh StreetMinneapolis, MN 55402-3901
Re:  Regis Corp.
Preliminary Proxy Statement on Schedule 14A
Amendment No. 1 to Pre liminary Proxy Statement
Filed September 14, 2011File No. 1-12725
Dear Ms. Seidel:We have reviewed your filings and have the following comments. In
some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amendi ng your filing, by providing the
requested information, or by advising us when you will provide the requested
response.  If you do not believe our  comments apply to your facts and
circumstances or do not believe an ame ndment is appropriate, please tell us why
in your response.
After reviewing any amendment to your filing and the information you
provide in response to these comment s, we may have additional comments.
Solicitation of Pr oxies, page 1
1. Please include information as of the most  reasonable practicable date.  In this
regard, please fill in all blanks and missi ng information.  For example, please
provide the information required by  Item 4(b)(4) of Schedule 14A.
2. It appears that you intend to solicit proxies by mail, tele phone, facsimile, email or
other electronic means or ot her methods of communication.  Consistent with Item
4(b)(1) of Schedule 14A, please clarify all other means, inclusive of the Internet

Ms. Amy Seidel
Faegre & Benson LLPSeptember 20, 2011Page 2
that will be used to solicit proxies.  See our comments below.
3. Please be advised that all
written soliciting materials, including any e-mails,
scripts, or written public stat ements to be used in solic iting 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 conf irm your understanding.
4. Please inform us of whether you also pl an to solicit proxies via internet chat
rooms and tell us which websites you plan to utilize. Please advise us of your plans, if any, to comply with Rules 14a-6, 14a-9 and 14a-12 for any such online
communications.
Vote Required, page 4
5. You indicate that brokers will have discretionary authority to vote the
shareholder’s shares of common stock for proposal No. 2, ratification of the
appointment of the auditors.  It is our und erstanding that in a contested election, a
broker does not have discretiona ry authority to vote on any proposals to be voted
on at the meeting, whether routine or  not. Please revise your disclosure
accordingly.
Election of Directors, page 5
6. Please provide support for the assertion that during Mr. Finkelstein’s tenure,
Regis has “solidified its status as the hair care industry’s global leader…”
7. You disclose that “[d]uring Ms. Hoyt’s tenure at Staples, Staples experienced
significant international growth, both organically and through acquisition…”
Your disclosure implies a link between Ms. Hoyt’s tenure and actions while at
Staples and the company’s success during that  period.  The basis for this assertion
is not apparent.  Please revise to pr ovide support for the implied assertion or
advise.
***
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 information required under
the Securities Exchange Act of 1934 and that they have  provided all information
investors require for an informed investme nt decision.  Since the participants are in
information investors require for an informed investment decision.  Since the participants
are in possession of all facts relating to thei r disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Ms. Amy Seidel
Faegre & Benson LLPSeptember 20, 2011Page 3
In connection with responding to our comment, please provide, in writing, a
statement from the participants acknowledging that:
/g130the participants are responsible for the adequacy and accuracy of the
disclosure in the filing;
/g130staff 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;
/g130the participants may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Di vision of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in  response to our comments on your filing.
You may contact me at (202) 551-3757 if you have any questions regarding our
comments.
Sincerely,
/s/ Mellissa Campbell Duru
Mellissa Campbell Duru
Special CounselOffice of Mergers and Acquisitions