SecProbe.io

March 23, 2011
 Jeffrey W. Jones Chief Financial Officer Vail Resorts, Inc. 390 Interlocken Crescent Broomfield, Colorado 80021
Re: Vail Resorts, Inc.
 Form 10-K for Fiscal Year Ended July 31, 2010
Filed September 23, 2010 Form 10-Q for Fiscal Quarter Ended January 31, 2011 Filed March 10, 2011 File No. 001-09614

Dear Mr. Jones:
 We have reviewed your filing 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 within 10 bus iness days by confirming that you will revise
your document in future filings and providing an y requested information.  If you do not believe
our comments apply to your facts and circumst ances, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
            Form 10-K for Fiscal Year Ended July 31, 2010

 Item 1A.  Risk Factors

1. We note the statement that “[t]he risks descri bed below are not the only risks facing us.
Additional risks and uncertainties  not currently known to us or  that we currently deem to
be immaterial may also materially affect our  business, financial condition and results of
operations.”  All material risk s should be discussed in this  section.  If risks are not
deemed material then they should not be men tioned.  Please confirm that in future filings
you will remove this language.

Jeffrey W. Jones Vail Resorts, Inc. March 23, 2011 Page 2
 Form 10-Q for Fiscal Quarter Ended January 31, 2011

 Item 1. Financial Statements – Unaudited

 Notes to Consolidated Condensed Financial Statements

 Note 5. Acquisition, page F-10

2. Please refer to your preliminary allocation of the purchase price of “Northstar-at-Tahoe”
to the estimated fair values of identifiable assets acquired and liab ilities assumed at the
acquisition date.  Please tell us whether you expect additional purchase price to be
allocated to identifiable intangible assets, wh ich are currently estimated to have a fair
value of $1.2 million, or two percen t of the total purchase price.
 Item 2. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Recent Trends, Risks and Uncertainties, page 2

3. We note that you expect that it will take multiple  years to sell the to tal of 104 units that
are available for sale at The Ritz-Carlton Residences, Vail, One Ski Hill Place in Breckenridge, and Crystal Peak Lodge at Breck enridge.  Therefore, please tell us and
expand your disclosure, where appropriate, to discuss:

• the method you plan to use to determine the fair value of these properties for purposes
of assessing their carrying valu es for potential impairment;
• the effect of defaults on cost recognition (including timing) and expected margins –
particularly, in instances in which specific  identification of cost s cannot be reasonably
determined;
• whether current economic conditions, as well as your current inventory of available
units, has resulted in a reduction to margins recognized on current sales – that is, in
anticipation of potentia l price reductions that may be required to sell your remaining
units.
 Please also address how your policy of allocating costs ba sed upon relative sales values
has been applied under the current market conditions.
 Significant Uses of Cash, page 14

4. You state that you do not expe ct to make any significant income tax payments through
the year ending July 31, 2011 due to accelerated ta x deductions, subject to a settlement of
your dispute with the IRS over the utilization of NOLs.  Howe ver, we also note that you
reported a current income tax payable balan ce of approximately $23 million as of January
31, 2011, which decreased from approximately $32 million at October 31, 2010.  In this regard, please explain how your disclosure is  consistent with the income tax payable
amount reported on your balance sheet.

Jeffrey W. Jones Vail Resorts, Inc. March 23, 2011 Page 3

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure 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 company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Jeffrey S ears at 202-551-3302 if you ha ve questions regarding
comments on the financial statements and relate d matters.  Please contact Dana Brown at
202-551-3859 or me at 202-551-3380 with any other questions.

Sincerely,

 Lyn Shenk
Branch Chief