SecProbe.io

February 20 , 2013

Via E -mail
Robert A. Katz
Chairman and Chief Executive Officer
Vail Resorts, Inc.
390 Interlocken Cresent
Broomfield, CO  80021

Re: Vail Resorts, Inc.
 Form 10-K for  the Fiscal Year Ended  July 31, 2012
Filed September 25, 2012
Definitive Proxy Statement on Schedule 14A
Filed October 19, 2012
File No. 001-09614

Dear Mr. Katz :

We have reviewed your filing an d 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 ten business days by amending your filing, by
providing the requested information, or by advising us when you will p rovide the req uested
response.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please  tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended July 31, 2012

Signatures, page 59

1. Please confirm that in future filings you will revise the second half of your signature page
to include the signature of y our controller or principal accounting officer.  Refer to Form
10-K, General Instructions D.(2).  In this regard, we note that Mark L. Schoppet, your
controller and principal accounting officer, signed the first half of your signature page on
behalf of the  registrant but did not sign the second half of your signature page in his
individual capacity.

Robert A. Katz
Vail Resorts, Inc.
February 20 , 2013
Page 2

 Definitive Proxy Statement on Schedule 14A

2. Please refer to item number 3 on your proxy card for your 2012 annual meeting of
stockholders.  Please confirm that in future filings you will include an advisory vote
description that is consistent with the requirement for shareholders to be given an
advisory vote to approve the compensation paid to a company’s named executive
officers, as disclosed pursuant to Item 402 of Regulation S -K.  Such description should
make clear that the company is asking shareholders to actually approve, on an advisory
basis, the compensation paid to the company’s named executive officers.  Refer to Rule
14a-21 of Securities Exchange Act of 1934 and, for additional guidance, to Question
169.07 of the Exchange Act Rules Compliance and Disclosure Interpretations.

We urge all per sons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applica ble Exchange Act rules require.  Since the company and its mana gement are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

In responding to our comments, please provide  a written statement from the company
acknowledgin g that:

 the company is responsible for the adequacy 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 company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Donald E. Field at (202) 551-3680 or me at (202) 551 -3210  with any
questions.

Sincerely,

 /s/ Susan Block

Susan Block
Attorney -Advisor

cc: Via E -mail
 Adam D. Averbach
 Corporate Counsel – Securities & Governance