SecProbe.io

Mail Stop 3561
 April 27, 2009
 Jeffrey W. Jones
Chief Financial Officer
Vail Resorts, Inc.  390 Interlocken Crescent, Suite 1000
Broomfield, CO 80021

Re: Vail Resorts, Inc.
File No. 001-09614
Form 10-K: For the Fiscal Year Ended July 31, 2008
                        Definitive Proxy Statement on Schedule 14A

Dear Mr. Jones:

       We have reviewed the above referenced filing and have the following comments.
Unless otherwise indicated, we believe you should revise future filings in response to these comments. If you disagree, we will consider your explanation as to why a revision is
unnecessary. Please be as detailed as necessary in your explanation. We have also asked you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.

The purpose of our review process is to assist you in your compliance with the
applicable disclosure requirements and to enhance the overall disclosure in your filings. We
look forward to working with you in these respects and welcome any questions. Feel free to call us at the telephone numbers listed at the end of this letter.

Please file your response to our comments via EDGAR, under the label “corresp,”
within ten business days from the date of this letter.

Form 10-K:  For the fiscal year ended July 31, 2008

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations

Results of Operations
 General

1. We believe that your MD&A disclosure would be clearer and more user-friendly
if you discussed your results of operations for individually comparable periods on

Vail Resorts, Inc.
April 27, 2009
Page 2 of 9
a separate basis.  For example, pl ease consider discussing your Mountain
segment’s operating results for the comp arative periods ended July 31, 2008 and
July 31, 2007 separate from your discussion of the operati ng results for the
comparative periods ended July 31, 2007 and July 31, 2006 (e.g., in separate sub-sections).  Similarly, please consider revising the MD&A disclosure in your
reports on Form 10-Q to discuss your company’s operating results for the comparable quarterly periods separate from your discussion of the operating results for the comparable year-to-date interim periods.

2. Refer to your MD&A disclosure regardi ng the operating expe nse recognized by
each of your segments.  We note that you analyze the changes in the aggregate

operating expense incurred by each segment, but you do not provide a detailed analysis of the individually material  cost components that comprise each
segment’s total operating expe nse.  In this regard, it appears that ea ch of your
segments incur various types of costs th at (i) can fluctuate independent of the
other costs recognized by that segment a nd (ii) are driven by different underlying
factors and/or trends.  For example, your mountain segment incurs U.S. Forest Service fees, ski school labor costs, dini ng labor costs, dining costs of sales,
retail/rental cost of sales,  costs related snowmaking (e.g. water costs), credit card
fees, other resort fees, and allocated cor porate overhead costs, and the period-to-
period changes in several of these identified costs are driven by different
underlying factors.  Given the aforementi oned observations, please revise your
MD&A disclosure to quan tify and analyze the materi al cost components that
comprise the aggregate operating expense recognized by each of your segments.
In connection with your expanded disclosure , please (a) consider utilizing tables
to identify, quantify and pres ent the material cost components which have been
included in each segment’s total operati ng expense (i.e., the absolute amount of
cost incurred and changes in the amounts incurred) a nd (b) discuss the
fluctuations in the amount of expens e recognized for each material cost
component listed in your tables.  Please provide us with a sample of your proposed disclosure.
 Summary

3. Per your disclosure in footnote 14 to the financial statements, you measure
segment profitability based upon the non-GAAP measure “reported EBITDA.”
We acknowledge that it is acceptable for your MD&A disclosure to discuss your
segments’ results of operations based upon your measure of segment profit or loss.  However, we note that you also di sclose “Total Reported EBITDA” in your
MD&A summary of your company’s results of operations.  In this regard, we do
not believe that it is appropriate to present “Total Reported EBITDA” in any
context other than the reconciliation requi red to be disclosed in accordance with
paragraph 32 of SFAS No. 131.  As such, please discontinue th e presentation of
“Total Reported EBITDA” in any context other than the SFAS No. 131 required reconciliation.  For further guidance, refer to Question #21 of the Staff release

Vail Resorts, Inc.
April 27, 2009
Page 3 of 9
“Frequently Asked Questions Regardi ng the Use of Non-GAAP Financial
Measures.”
Lodging Segment

4. It appears that your lodging segment ge nerates revenue from owned hotels and
resorts, managed hotels and condominiums, properties operated under concessionaire contracts, golf operations, resort ground transpor tation services (as
of November 1, 2008), dining services offered by GTLC, as well as other
recreational activities (e. g., cruises on Jackson Lake, boat rentals, horseback
riding, guided fishing, guided park tours,  etc.) offered by GTLC.  Furthermore,
given that your lodging segment generate d higher revenues during the non-peak
seasons of fiscal year 2008 and 2007 (i.e ., the quarterly periods ended October 31
and July 31) than during the peak seasons , it appears that the revenue generated
from some of the ancillary services th at the lodging segment offers may be
material to the total revenue generated by the segment.  Given the aforementioned
observations, we believe that you shou ld expand your MD&A disclosure to
separately discuss the revenue generate d by each material product or service
offering of your lodging segment.  In addition, consider whether the revenue
generated by each of the Lodging segm ent’s material product and service
offerings should be separately disclose d in the footnotes to your financial
statements pursuant to paragraph 37 of  SFAS No. 131.  Please provide a sample
of your proposed disclosure as part of your response.

5. We note that your Lodging segment has produced lower “Reported EBITDA” during the quarterly periods aligned w ith your company’s non-peak season (i.e.,
the quarterly periods ended October 31 and July 31), despite generating higher
revenue during such periods.  In this re gard, consider whether a portion of your
MD&A discussion should be dedicated to explaining why your lodging segment
incurs significantly higher operating e xpenses during the non -peak season.

6. Refer to your disclosure regarding the revenue generated by your lodging
segment.  We note that a significant por tion of your disclosure focuses on (i)
explaining the changes in the revenue gene rated for comparable  reporting periods
in the context of average daily rates (“ADR”) and revenue per available room
(“RevPAR”) and (ii) discussing the change s in ADR and RevPAR.  In this regard,
we note that while you discuss the impact  of certain busin ess factors on ADR
and/or RevPAR, you have not quantified the impact that such factors have had on
the absolute
 amount of revenue recognized by the Lodging segment.  For
example, you state that the addition of The Arrabelle Hotel contributed to the
increase in the ADR realized in fiscal year 2008, as compared to fiscal year 2007;
however, you have not quantified the impact  that the addition of The Arrabelle
Hotel has had on the absolute amount of revenue recognized by the Lodging
segment.  While we believe that you s hould continue to disclose and discuss
relevant operating measures that are used by management to evaluate the
performance of your segment, we also be lieve that your MD&A disclosure should

Vail Resorts, Inc.
April 27, 2009
Page 4 of 9
be expanded to provide gr eater insight into the absolute
 impact of business factors
and/or trends that have affected the amount  of revenue recognized.  Please revise
your MD&A disclosure accordingly.

7. We note from the “Business” section of your Form 10-K that your lodging
segment generates revenue from both ow ned and managed properties – including
approximately 1,500 managed condominium rooms.  As such, it would appear
that fluctuations in the average daily ra te (“ADR”) charged for rooms located in
your company’s owned hotels may have a different impact on the absolute
amount of revenue recognized than cha nges in the ADR charged for rooms in
your company’s managed properties.  However, it appears that your ADR measure, as well as RevPAR, may be based upon blended data related to your owned and managed properties.  In this regard, please tell us (i) the basis upon
which your company is compensated for managed rooms (e.g., a fixed management fee, percentage of revenu e generated, etc.) and (ii) whether
information related to managed rooms (i.e., revenues from managed rooms, number of occupied managed rooms, a nd number of available managed rooms)
was used in your computations of ADR  and RevPAR.  If applicable, your
response should specifically  explain why you believe that operating information
related to your owned properties and managed properties should be aggregated
 for
purposes of (a) computing ADR and RevP AR and (b) discussing the changes in
revenue recognized by your lodging segment.  Alternatively, please revise future
filings to discuss revenue generate d from owned properties and managed
properties on a separate basis.

8. Per your MD&A disclosure, your lodgi ng segment realized an ADR of
approximately $230.17 during fiscal year  2008.  However, you state in the
“Business” section of your Form 10-K that your company’s owned  hotels realized
an ADR of approximately $184.42 during fi scal year 2008.  Pl ease explain why
you have disclosed a higher fiscal year 2008 ADR in MD&A than in the
“Business” section of your  filing.  In addition, if th e ADR disclosed in MD&A
incorporates operating information relate d to managed properties, explain why
you believe that such measure is a ppropriate for your MD&A discussion.

Real Estate Segment

9. You state that different type s of real estate projects have different revenue and
expense volumes, as well as different margins.  In this regard, we note that
changes in real estate inventory mix and/ or sales mix can greatly impact the net
revenue, operating expense, and “Reported EBITDA” recognized by your Real Estate segment.  We note further that th e operating margins real ized on your real
estate sales have fluctuated signif icantly over fiscal years 2006, 2007, and 2008,
as well the quarterly periods ended Oc tober 31, 2008 and January 1, 2009.  Given
the aforementioned observations, we be lieve that you should expand your MD&A
discussion to provide a detailed analysis of the factors and/or underlying trends

Vail Resorts, Inc.
April 27, 2009
Page 5 of 9
impacting the margins realized on your real  estate sales.  We would expect your
analysis to discuss factors including, but not limited to:

• the impact that changes in sales mi x have had on the segment’s realized
operating margins,
• trends in the prices at which your real estate has been sold, as well as the
impact of such trends on the segment’s realized operating margins,
• contingent gains realized in the current period, which relate to development parcel sales that closed in prior peri ods, and their impact on the segment’s
realized operating margins,
• changes in your estimates of the relati ve sales values of the components of a
project, and the impact of such cha nges on the segment’s realized operating
margins, and
• changes in your estimates of the remain ing costs to be in curred for projects
utilizing the relative sale s value method, and the impact of such changes on
the segment’s realized operating margins.

In addition, consider disclosing how the operating margins anticipated for
contracted, but unrecognized sales are expected to compare to the operating
margins realized in your historical re porting periods.  Please revise your MD&A
disclosure accordingly, or advise.  In addition, please provide an example of your
proposed disclosure as part of your response.

Liquidity and Capital Resources

Significant Sources of Cash

10. We note the significant increase in the net cash provided by your company’s
operations.   As such, please discuss, in terms of cash receipts and cash payments,
the factors and associated underlying drivers contributing to the material
variances in the net cash provided by your  company’s operating activities.  For
example, with regard to the cash genera ted by your real estate segment, please
discuss items such as, (i) cash received from  real estate closings, real estate
deposits, private club initiation fees a nd deposits, and other significant sources,
(ii) cash used for  real estate capital expenditure s, investment, and construction
activities, and (iii) factors or trends resulting in the changes in the amounts of
cash received and/or cash used.  In this re gard, references to changes in line items
in the statements of cash flows do not pr ovide a sufficient basis for a reader to
analyze the change in the amount of cash provided by or used in operations.  For
further guidance, please refer to Secti on IV.B.1 of “Interpretation: Commission
Guidance Regarding Management's Disc ussion and Analysis of Financial
Condition and Results of Operations,” which is available on our website at
http://www.sec.gov/rule s/interp/33-8350.htm  .

Vail Resorts, Inc.
April 27, 2009
Page 6 of 9  Item 8. Financial Statements and Supplemental Data

 Consolidated Statements of Operations

11. We note that you do not allocate depr eciation expense to segment operating
expense.  As such, we believe that you should emphasize the fact that segment operating expense is not burdened by de preciation expense by revising the
description of the applicable line item  in your statement of operations to
“Segment operating expense (exclusive of depreciation shown separately below).”
Please revise future filings accordingly, or advise.  Refer to SAB Topic 11.B for further guidance.
 Notes to Consolidated Financial Statements

 2. Summary of Significant Accounting Policies

 Inventories

12. We note that a significant portion of  your Mountain segment’s revenue is
generated from retail/rental operations.  In this regard, please expand your
disclosure to state how and when inventor y costs related to the equipment rented
to your customers is recognized.  Furtherm ore, please clarify whether such costs
are included in the operating expenses disclosed for the Mountain segment.
 Revenue Recognition

13. You state that revenue fro m private club initiation f ees is recognized over the
estimated life of the club facilities.  Gi ven the significance of the related deferred
revenue balances at July 31, 2008 and Ja nuary 31, 2009, as well as the recent
introduction of the Arrabelle Club, please tell us and e xpand your disclosure in
both this footnote and MD&A to state the specific period(s) (e.g., fiscal year(s)
and/or amortization period(s)) over wh ich you expect to recognize the private
club initiation fees.  Your expanded disclosure should also state the manner in
which such revenue is being recognized (e.g., straight- line amortization, a
measure of club usage, etc.).  Furthermore, please tell us the difference between the “Private club deferred initiation fee revenue” and the “Pri vate club initiation
deposits” disclosed in Note 5 to  your financial statements.

14. Per your revenue recognition policy, it appears that revenue is generally recognized using the full accrual method.  However, you also state that if your
company has an obligation to complete improvements or to co