SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

  October 21, 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
  Soliciting Materials filed on Schedule 14A
Filed October 12 and 20, 2011 by Starboard Value & Opportunity Master Fund Ltd., et al.  File No. 1-12725
Dear Mr. Wolosky:
 We have conducted a limited review of the filings listed above and have the
following comments.   General

1. In future filings, please be consistent in  how you reference the recommendations of
the proxy advisory firms.  For example, pl ease consistently refe rence the distinction
in the recommendations provided by ISS as opposed to Glass Lewis to inform
shareholders that Glass Lewis recommended only one of the three Starboard nominees.
 Soliciting Materials filed October 12, 2011

2. Please supplementally provide support for the assertion regardi ng Starboard’s ten-
year track record, which is referenc ed on page 2 of the presentation.

3. Refer to prior comment 13 of our ini tial letter to you dated September 13, 2011.
Throughout the presentation, many of your opi nions appear to be presented as
factual. We remind you that each statement or assertion of opinion or belief should
be characterized as such and a reasonable basis for each opinion or belief must exist.  The following is a non-exclusive list of examples of statements or assertions
in your materials that should be characte rized as your opinion in future filings:

Mr. Steven Wolosky
Olshan Grundman Frome Rosenzweig & Wolosky October 21, 2011 Page 2

 “[h]istorical cost cuts are illusory…,”;
 “significant capital expenditures and acquisitions have destroyed shareholder
value…”;
 “[o]ur nominees are better…,” and;
 assertions implying that Regis’ corpor ate governance initiatives are solely
reactionary and in response to  pressure exerted by Starboard.

Closing 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
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.

Mr. Steven Wolosky
Olshan Grundman Frome Rosenzweig & Wolosky October 21, 2011 Page 3

        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