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T 952-947-7777 | 7201 Metro Boulevard | Minneapolis, Minnesota 55439

March 23, 2010

Via EDGAR

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO RULE 83 BY REGIS CORPORATION

Securities
and Exchange Commission

Attention:  Larry Spirgel

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

  Re:

  Regis
  Corporation

  Form 10-K
  for Fiscal Year Ended June 30, 2009

  Filed
  August 28, 2009

  Form 10-K/A
  for Fiscal Year Ended June 30, 2009

  Filed
  November 25, 2009

  Form 10-Q
  for Fiscal Quarter Ended December 31, 2009

  Filed
  November 9, 2010

  File
  No. 1-12725

Dear
Mr. Spirgel:

On
behalf of Regis Corporation (“Regis” or the “Company”), we hereby respond to
the Staff’s comment letter dated March 9, 2010.  This letter contains the responses to the
Staff’s comments.  The Staff’s comments
have been reproduced here in italics and the Company’s responses are detailed
under those comments.

Form 10-Q
for Fiscal Quarter Ended December 31, 2009

Note
2.  Discontinued Operations, page 10

1.     We note here and at page 26
that you recorded out-of-period error corrections relating to income taxes
during the quarter ended September 30, 2009.  In addition, we note at page 122 of your
Form 10-K/A that you recorded a correction of error relating to income
taxes during the fiscal year ended June 30, 2009.  Please provide us with a detailed analysis
showing the quantitative and qualitative effects of these errors on each period
presented and how you determined that they are immaterial under the guidance of
SAB 99 and SAB 108.  Also, in light of
the corrections in consecutive periods, explain how you considered the errors
in your assessment of controls under Items 3-07 and 3-08 of Regulation S–K.

Response

SAB 99
and SAB 108-Quantitative and Qualitative Analysis

The
Company, including senior management and the Company’s audit committee,
concluded that the out-of-period error corrections and uncorrected errors were
not material to the financial statements as a whole both individually and in
the aggregate.  The Company considered
both the relevant qualitative and quantitative factors related to both the
continuing operations and discontinued operations assessments in reaching its
conclusions.  The misstatements were
discussed thoroughly at the Company’s audit committee meetings on August 18,
2009 and October 28, 2009, among the Company’s management, audit committee
and auditors.

The
Company contemporaneously evaluated the financial statement misstatements and
documented its evaluation and conclusions in accordance with Staff Accounting
Bulletin No. 99 (SAB No. 99) and Staff Accounting Bulletin No. 108
(SAB No. 108) prior to filing the Form 10-K for the year ended June 30,
2009 and the Form 10-Q for the quarter ended September 30, 2009.

RGS-001

A
description of the Company’s evaluation and conclusions are documented below.  The out-of-period error corrections that were
disclosed in the Company’s Form 10-K for the year ended June 30, 2009
and the Form 10-Q for the quarter ended September 30, 2009 were
related to deferred income tax balances.
In addition, there were other out-of-period error corrections and
certain uncorrected errors that were considered in the Company’s SAB No. 99
and SAB No. 108 evaluations.

Prior
to the analysis documented below, it is important to understand that the
Company’s net income from continuing operations as reported for fiscal year
2009 (FY 2009) was impacted significantly from special items.  The impact of the special items is best
illustrated by a rollforward of net income from continuing operations
(reported) to net income from continuing operations (operational).  Operational results are described in more
detail under the qualitative considerations.
The amounts below are in thousands and are net of tax.

  FY 2009

  Net Income—Continuing Operations (Reported)

  $

  6,970

  Impairment of equity method
  investment-Provalliance

  27,818

  Impairment of equity method investment-Intelligent
  Nutrients

  4,798

  International goodwill impairment

  40,323

  Lease termination costs

  5,642

  Workers’ compensation reserve adjustment

  (6,260

  )

  Net Income—Continuing Operations (Operational)

  $

  79,291

As
a result of the impact of the special items, the impact of the errors as a
percentage of income amounts  on an “as
reported” basis are unusually high and the Company believes the qualitative
factors are significant to determining if the items caused the financial
statements as a whole to be misstated. To illustrate this point, the summary
below provides earning trends between FY 2008, FY 2009 and budgeted FY 2010.

  FY 2008

  FY 2009

  FY 2010(2)

  Net Income—Continuing Operations (Reported)

  $

  83,901

  $

  6,970

  $

  [*]

  Net Income—Continuing Operations (Reported) –as
  adjusted for all out-of-period adjustments

  $

  84,801

  $

  9,470

  $

  [*]

  Net Income—Continuing Operations (Operational(1))

  $

  83,526

  $

  79,291

  $

  [*]

  Net Income—Continuing Operations
  (Operational(1))-as adjusted for all out-of period adjustments

  $

  84,426

  $

  81,791

  $

  [*]

Note

(1)   Operational income from continuing operations is a focus of
investors and represents (loss) income from continuing operations adjusted for
special items as addressed in more detail later.

(2)   The FY 2010 impact was based on the Company’s estimate of the
respective reported and operational budgeted net income from continuing
operations for the full fiscal year.

Because
there are a number of reporting periods impacted and the errors have differing
impacts on the Company’s income from continuing operations and income/(loss)
from discontinued operations, the following discussion first addresses the
impact on continuing operations followed by a discussion related to the impact
on discontinued operations.

June 30,
2009 — Impact on Continuing Operations

Within
the Company’s FY 2009, the Company became aware of and recorded two
out-of-period adjustments that should have been recorded in financial
statements of prior years.  In addition,
in connection with the FY 2009 audit, two items were identified but were not
recorded by the Company.   These
adjustments are each described below.

The
tables below reconcile the Company's pretax and after tax income from
continuing operations for FY 2009 “as reported” in the Company's previous
filings to an “adjusted basis” (i.e., rollover basis) as if all of the
adjustments had been recorded in the appropriate period (Dollars in thousands):

  FY 2009

  Income from continuing operations before income
  taxes and equity in (loss) income of affiliated companies-as reported

  $

  78,766

  Out-of-period adjustment recorded- Health
  insurance IBNR

  (1,500

  )

  Adjustment not recorded- long-lived asset
  impairment

  (700

  )

  Income from continuing operations before income
  taxes and equity in (loss) income of affiliated companies-as adjusted for all
  adjustments

  $

  76,566

  Impact of errors on as reported amounts

  2.8

  %

  FY 2009

  Income from continuing operations -as reported

  $

  6,970

  Out-of-period adjustments recorded:

  Health insurance IBNR (tax affected)

  (900

  )

  Deferred income taxes

  3,800

  Adjustment not recorded -long-lived asset
  impairment (tax affected)

  (400

  )

  Income from continuing operations -as adjusted for
  all adjustments

  $

  9,470

  Impact of errors on as reported amounts

  35.9

  %

Note
that the unrecorded adjustment of $0.4 million related to deferred income taxes
below does not impact the analysis above and is addressed as part of the iron
curtain that follows.

The
prior years financial statement items corrected in the FY 2009 financial
statements were:

1. Deferred income taxes — During Q4 of FY 2009, the
Company recorded an adjustment to correct its deferred income tax balances as a
result of errors detected by the Company during its FY 2009 process to redesign
and enhance internal controls related to the validation of deferred income tax
balances.  The adjustment increased the
Company’s FY 2009 income tax provision by $3.8 million. The adjustment
represents a correction of accumulated errors from numerous prior fiscal years.  The Company determined the impact to any
prior period financial statements was immaterial.

2. Health insurance IBNR — In Q1of FY 2009, the
Company recorded an adjustment for a change in estimate to its health insurance
IBNR accrual of $1.5 million ($0.9 million net of tax) that related to FY 2008.  During FY 2008, the Company identified that a
modification to the actuarial assumptions may have been warranted.  The impact of such modification was
judgmental at June 30, 2008 and was not recorded within the Company’s
financial statements as the potential impact was not considered material.  The Company performed an in-depth analysis
during the first quarter of FY 2009 and adjusted the health insurance accrual
accordingly. The Company determined the quantitative impact of the Q1 FY 2009
IBNR adjustment was immaterial to the September 30, 2008 net income from
continuing operations.

Additionally,
the Company considered the following items which were not corrected by the
Company:

* Portions omitted pursuant to a
request for confidential treatment and filed separately with the Securities and
Exchange Commission.

RGS-002

1.  Long-lived asset impairment- The long-lived
asset adjustment estimated to be $0.7 million ($0.4 million net of tax) related
to one salon (of nearly 8,000 company-owned) identified as impaired, but the
Company had not reserved for the excess of carrying value over the fair value
of the long lived assets. The amount of the estimated item was not the result
of a known error, but was calculated by extrapolating the recorded carrying
value to the entire population. The estimate was not recorded by the Company in
Q4 of FY 2009 because the amount of the potential error was based on
extrapolation and was considered to be immaterial.  The matter was fully investigated in Q1 of FY
2010 and the actual amount of impairment was negligible.

2. Deferred income taxes — During Q4 of FY 2009, the
Company determined that the $3.8 million increase to income taxes (discussed
above) should have been approximately $4.2 million.  The Company did not record the additional
$0.4 million as tax expense in FY 2009 as the amount was estimated and subject
to further analysis, but not considered material.  The Company recorded the additional $0.4
million as tax expense in Q1 FY 2010 as discussed below.  This item only impacts the iron curtain
analysis below.

September 30,
2009 — Impact on Continuing Operations

Within
Q1 of fiscal year 2010 (FY 2010), the Company assessed the materiality of a
financial statement item which should have been recorded in prior years
financial statements and was recorded within the Q1 FY 2010 financial
statements.

The
prior years financial statement item corrected in the Q1 FY 2010 financial
statements was:

1. Deferred income taxes — During Q1 of FY 2010, the
Company recorded the adjustment (discussed above) to correct its prior year
deferred income tax balances.  The
adjustment increased the Company’s Q1 FY 2010 income tax provision by $0.4
million.

Quantitative
Analysis — Continuing Operations

Rollover
Approach

Net
income from continuing operations (reported and operational(1)) were impacted
by the out-of-period error corrections and certain unrecorded errors as
follows:

  FY 2009(2)

  Q1 FY2010

  FY 2010(3)

  Net Income – Continuing Operations (Reported)

  35.9

  %

  8.8

  %

  [*

  ]%

  Net Income – Continuing Operations
  (Operational(1))

  3.2

  %

  2.3

  %

  [*

  ]%

Note

(1)   Operational income from continuing operations
represents (loss) income from continuing operations adjusted for special items (see
above for rollforward).

(2)   The impact of the errors was
significant as a percentage because FY 2009 income from continuing operations
(reported) was significantly less than the prior year due to the items
specified in the rollforward above and the expected amount for FY 2010.  See table below in qualitative analysis which
addresses trend in reported earnings.

(3)   The FY 2010 impact was based
on the Company’s estimate of the respective reported and operational budgeted
net income from continuing operations for the full fiscal year.

Iron
Curtain Approach

Net
income from continuing operations (reported and operational(1)) were impacted
by the adjustments as follows:

  FY2009(2)

  Q1 FY2010(3)

  FY 2010(3)

  Net Income – Continuing Operations (Reported)

  (11.8

  )%

  0.0

  %

  [*

  ]%

  Net Income – Continuing Operations
  (Operational(1))

  (1.0

  )%

  0.0

  %

  [*

  ]%

Note

(1)   Operational income from
continuing operations represents (loss) income from continuing operations
adjusted for special items (see above for rollfarward).

(2)   Errors had opposite impact
under iron curtain approach as the iron curtain approach only considered
unrecorded items. The errors in aggregate amounted to $0.8 million comprised of
the $0.4 million deferred tax adjustment and the $0.4 million (net of tax)
long-lived asset impairment adjustment.

(3)   Q1 FY10 and budgeted FY10
net income from continuing operations was not impacted by the adjustment under
the iron curtain approach as there is no misstatement existing in the balance
sheet as of September 30, 2009 and June 30, 2010.

*
Portions omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.

RGS-003

Qualitative
Considerations - Continuing Operations

The
Company believes the qualitative aspects are equally significant to determining
if the items caused the financial statements as a whole to be misstated.

· The impact of
the items did not affect incentive compensation payouts under the Company’s
Short Term Incentive Compensation plan as the Company did not achieve its
earnings per share (EPS) target for FY 2009.
Note, the Company did achieve the performance objectives established
under a supplemental award program.  The
supplemental award program was based on reducing debt, reducing inventory,
reducing capital expenditures, reducing investments in and expenses related to
acquisitions and reducing budgeted operating expenses.  The items did not impact the achievement of
the supplemental award program in FY 2009.
The impact of the items are not expected to affect the incentive
compensation payouts in FY 2010.

· The impact of
the items in FY 2009 and FY 2010 did not affect compliance with loan covenants,
contractual requirements or regulatory compliance.

· The impact of
the items in FY 2009 and FY 2010 did not have a material impact on any
individual income statement line item, balance sheet line item or cash flow
line item.  In addition, the tax items do
not impact the Company’s segment reporting and the pre-tax items did not have a
material impact on segment reporting.

· The items were
not intentional.  Because targets for
executive compensation are adjusted for non-operational items there would not
be any incentive to record the items in one particular period.

· The impact of
the items did not distort historical earning trends between FY 2008, FY 2009
and budgeted FY 2010 or within interim periods in FY 2009 and FY 2010.

  FY 2008

  FY 2009

  FY 2010(2)

  Net Income – Continuing Operations (Reported)

  $

  83,901

  $

  6,970

  $

  [*

  ]

  Net Income – Continuing Operations
  (Operational(1))

  $

  83,526

  $

  79,291

  $

  [*

  ]

Note

(1)   Operational income from
continuing operations represents (loss) income from continuing operations
adjusted for any special items (see above for rollforward).

(2)   The FY 2010 impact was based
on the Company’s estimate of the respective reported and operational budgeted
net income from continuin