SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

  September 23, 2011

Via Email
Mr. Steven Wolosky
Olshan Grundman Frome Rosenzweig & Wolosky Park Avenue Tower
65 East 55th Street
New York, NY 10022
 Re: Regis Corporation
  Amendment No. 1 to Preliminar y Proxy Statement on Schedule 14A
Filed September 16, 2011 by Starboard Value & Opportunity Master Fund Ltd., et al.  File No. 1-12725
We have conducted a limited review of  the filing listed above and have the
following comments.    PRRN 14A

 General

 1. Please be mindful of prior comment 1 and continue to update the information
included in the proxy statement as of th e most reasonable practicable date.

2. We note your response to prior comment 3.  As done in your response, please revise
to clarify how you are de fining “significant” each
 time reference is made to the
participants being “significant” share holders.  Please explain why you believe
ownership of 5.1% of shares constitutes signific ant shareownership.   Otherwise,
please remove the assertion.
 We believe the company shoul d fully explore …, page 7

3. The basis for your assertion that potential ac quirers “would be better able to realize
the value of the asset”  is not apparent.  Please revise or  advise.  Further, provide
context to your statement re garding the interest  of potential acquire rs by specifying
whether the participants are aware of any interest expressed by third parties for the
non-core assets referenced.

Mr. Steven Wolosky
Olshan Grundman Frome Rosenzweig & Wolosky September 23, 2011 Page 2
 4. Refer to disclosure on pages 8-9.  Please s upplement the disclosure to further clarify
whether the nominees’ cost reduction plans include plan s to reduce the company’s
current workforce and if so, by what percentage.
 Proposal No. 1, page 10

 Election of Directors, page 10

 The Nominees, page 10

5. Please provide supplemental support for the statement regarding Mr. Fogarty’s
involvement with the “successful turnaround”  of American Italian Pasta Company.
 Proposal No. 2, page 13

 6. Revise to specify the recommendation you ar e making with respect to Proposal No. 2
 Quorum; Discretionary Voting, page 16

7. Revise to clarify further that due to the c ontested nature of the election, none of the
matters are considered routine.  Accordingl y, brokers will not be  able to exercise
discretionary voting authority with re spect to any of the proposals.

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
the filing;
 staff comments or changes to disclosure  in response to staff comments do not

Mr. Steven Wolosky
Olshan Grundman Frome Rosenzweig & Wolosky September 23, 2011 Page 3
 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