SecProbe.io

Mail Stop 3561
February 24, 2016

Michael Z. Barkin
Executive Vice President and 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, 2015
Filed September 28, 2015
File No. 001 -09614

Dear Mr. Barkin :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some o f our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respon d.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended July 31, 2015

Note 5.  Acquisitions
Park City, page F -17

1. We note from your disclosure on page F -18 that the estimated fair value of the Park City
Litigation of $26.5 million was not received in cash, but was reflected as part of the cash
price negotiated for the Park City acquisition and included in the total cons ideration for the
acquisition of Park City.  We note the fair value of the settlement of $26.5 million was
determined by applying market capitalization rates to the estimated fair market value of the
land and improvements plus an estimate of statutory dama ges and interest.  Please provide us
your fair value calculation and as part of your response, discuss the significant assumptions
and/or estimates made by management, including why you believe such assumptions or
estimates are appropriate in light of the circumstances.  Please also provide us with your
analysis which shows your calculation for determining fair market value of rents due the
company and the estimate of fair value for the settlement that applied to the period prior to
the Canyons transaction.

Michael Z. Barkin
Vail Resorts, Inc.
February 24, 2016
Page 2

2. Further, in light of your preexisting relationship with Park City, please tell us how you
considered the guidance prescribed in ASC 805 -10-25-20 in determining the appropriate
accounting treatment of the Park City Litigation settlement for which the en tire amount was
included as part of the purchase price for Park City.  It appears that the amounts involved in
the settlement should not be part of the exchange for Park City, but rather accounted for as a
separate transaction pursuant to ASC 805 -10-25-21a.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 provide  a written statement from t he company
acknowledging 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.

You may contact  Amy Geddes at 202 -551-3304 or Jean Yu  at 202-551-3305  if you have
questions regarding comments on the financial statements and rel ated matters.

Sincerely,

 /s/ Lyn Shenk

Branch Chief
Office of Transportation and Leisure