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      Corresponondence

    Vail
      Resorts, Inc.

    390
      Interlocken Crescent,

    Suite
      1000

    Broomfield,
      CO 80021

    April
      4,
      2007

    Mr.
      Michael Fay

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    Mail
      Stop
      3561

    Washington,
      DC 20549

    Re:    Vail
      Resorts, Inc.

    File
      No. 001-09614

    Form
      10-K: For the Fiscal Year Ended July 31, 2006

    Dear
      Mr.
      Fay:

    We
      have
      set forth below our responses to the comments of the Securities and Exchange
      Commission (the “Commission”) staff (the “Staff”) in the letter from the Staff
      dated March 22, 2007, regarding the Annual Report on Form 10-K filed by Vail
      Resorts, Inc. (the “Company”) for the fiscal year ended July 31, 2006 (the “Form
      10-K”). For your convenience, we have listed our responses in the same order as
      the comments were presented and have repeated each comment prior to the
      response.

    Form
      10-K: For the Fiscal Year Ended July 31, 2006

    Item
      8. Financial Statements and Supplementary Data

    Consolidated
      Statements of Operations

    Comment
      1: We note that you have reported the aggregate gains and losses associated
      with
      the sale of certain resort properties as non-operating gains and losses in
      your
      consolidated statements of operations for the periods ended July 31, 2006 and
      July 31, 2005. However, it would appear that the gains or losses attributed
      to
      the property disposals should be treated analogous to gains or losses incurred
      upon the disposal of an asset group. As such, please tell us why you believe
      it
      is appropriate to include the gains and losses recognized upon the disposal
      of
      your resort properties in the non-operating income/expense section of your
      statement of operations, rather than in “Income from operations.” Alternatively,
      please reflect the gains and losses from the sale of your resort properties
      in
“Income from operations.” Refer to paragraph 45 of SFAS No. 144 for further
      guidance.

    Response
      1: In arriving at our conclusions regarding the classification of gains and
      losses associated with the sale of certain resort properties, which conclusions
      were formed concurrent with each of the respective transactions, the Company
      considered the guidance within SFAS 144, including paragraph 45, and believes
      the classification of gains and losses associated with its sale of certain
      resort properties as non-operating is appropriate. The gains and losses
      associated with the sale of certain resort properties related to the sale of
      the
      Vail Marriott Mountain Resort & Spa (“Marriott”) and The Lodge at Rancho
      Mirage (“Rancho Mirage”), as well as the Company’s sale of its minority equity
      interest in Bachelor Gulch Resort, LLC (“BG Resort”), the entity that owns The
      Ritz-Carlton Bachelor Gulch, in the year ended July 31, 2005, and the sale
      of
      the Snake River Lodge & Spa (“SRL&S”) in the year ended July 31, 2006.
      The Company believes paragraph 45 of SFAS No. 144 dictates presentation
      requirements if a disposal group is not considered a component of an entity
      and
      therefore does not address the presentation requirements of a disposal group
      if
      the disposal group is considered a component of an entity, unless the component
      of an entity qualifies for discontinued operations. The disposition of the
      Marriott, Rancho Mirage and SRL&S were considered components of an entity
      due to their clearly distinguishable operations and cash flows both from an
      operational and financial reporting perspective (discrete financial information
      was available for each entity); additionally, these resort properties did not
      qualify for discontinued operations treatment due to the Company’s continuing
      involvement associated with ongoing management contracts, which were
      contemplated in conjunction with the sale of businesses and commenced with
      the
      closing of each sale. With regards to the BG Resort ownership interest, it
      was
      accounted for under the equity method, and therefore did not qualify for
      discontinued operations treatment. Consequently, paragraph 45 of SFAS 144 does
      not address the presentation requirements for any of the above mentioned
      transactions.

    Additionally,
      in evaluating the appropriate classification within the Consolidated Statement
      of Operations for the sale of these businesses, the Company believes there
      is a
      distinction between a sale of a business and the disposal of assets. The Company
      considers the sale of a business to be a non-operating activity as the Company
      is not in the business of buying and selling businesses, as opposed to asset
      disposals which are of a recurring nature and as such are recorded as a
      component of “Income from Operations.” Consequently, the Company believes that
      its classification of “gain (loss) on sale of businesses, net” as non-operating
      and its disclosure within its Consolidated Statements of Operations and in
      its
      notes to consolidated financial statements in its Form 10-K is in conformance
      with Rule S-X 5-03.6.

    Absent
      clear authoritative guidance on the issue of presentation, as well as the
      Company’s belief that there is a clear distinction between asset disposals and
      the sale of these businesses, and given that the Company has separately
      disclosed these transactions in the Consolidated Statements of Operations in
      its
      Form 10-K under the caption “gain (loss) on sale of businesses, net,” the
      Company believes that the presentation and disclosures in its Form 10-K are
      appropriate and fully transparent to a user (or reader) of its consolidated
      financial statements. Additionally, the footnotes to the consolidated financial
      statements included in the Form 10-K clearly state the amount of each gain
      or loss and that such gain or loss was included as a component of “gain
      (loss) on sale of businesses, net” in the Consolidated Statements of
      Operations.

    Consolidated
      Statements of Cash Flows

    Comment
      2: We note that you report cash used for “Investments in real estate” as an
      investing activity in your statement of cash flows. However, the basis for
      your
      classification of the cash used for real estate development is not clear. In
      this regard, we note that your company actively participates in real estate
      development as a part of its operations, as evidenced by your real estate
      segment. Furthermore, it appears that you may report certain cash inflows
      associated with your real estate development activities, such as cash payments
      received and accounted for under the “deposit method” (i.e., deferred real
      estate credits) and “non-cash cost of real estate sales,” in the operating
      activities section of your cash flow statement. Given the aforementioned
      factors, please tell us why you believe it is appropriate to classify cash
      outflows related to investments in real estate as investing activities. As
      a
      part of your response, tell us what consideration you have given to the guidance
      outlined in paragraph 25 of SFAS No. 102.

    Response
      2: In the preparation of the Company’s consolidated financial statements
      management did consider paragraph 25 of SFAS 102 and the nature of its
“Investments in real estate” and whether to disclose the investments as
      inventory (an operating activity) versus a productive asset (an investing
      activity). For “Investments in real estate” reflected in the Company’s
      Consolidated Statements of Cash Flows disclosed in its Form 10-K, management
      concluded that the more predominant source of future cash flows from these
      investments will be derived from its mountain and lodging operations (combined
      referred to as “resort”). This conclusion is supported by (1) the Company’s real
      estate investments are all proximate to its resort operations, (2) all real
      estate investment decisions are made with significant consideration given to
      the
      long-term benefits to be realized by its resort operations including the
      construction of significant resort depreciable assets (i.e. hotels, private
      clubs, commercial space and skier services facilities), (3) all real estate
      investment decisions are made to create growth in our destination guest
      visitation and the creation of significant cash flows through additional
      visitation to our resorts resulting in higher lift revenues, ski school
      revenues, lodging revenues, private club initiation fees and recurring revenues,
      golf green fees and other ancillary revenues such as retail/rental and food
      and
      beverage. Therefore, the Company’s investments in real estate are not solely for
      the purpose of acquiring, subdividing, improving and actively marketing for
      sale
      its investments similar to the primary activities of a traditional real estate
      developer. This is evidenced by the fact that the vast majority of the Company’s
      real estate land acquisitions currently held were acquired ten or more years
      ago
      and all are within or proximate to its resorts (therefore the Company is not
      in
      the business of acquiring, developing and selling real estate over a relatively
      short time period which is the typical real estate development model).
      Additionally, as stated in the “Business” section of the Company’s Form 10-K,
      these holdings and development activities benefit the Company’s resort
      operations through (1) the creation of additional resort lodging which is
      available to guests, (2) the ability to control the architectural themes of
      the
      Company’s resorts, (3) the creation of unique facilities and venues (primarily
      restaurant, retail and private club operations) which provide the Company with
      the opportunity to create new sources of recurring revenue, and (4) the
      expansion of the Company’s property management and commercial leasing
      operations.

    Consequently,
      the Company’s investment decisions with regards to the acquisition and
      development of its real estate holdings are driven by the long-term benefits
      to
      be realized by its resort operations and, as such, are considered primarily
      an
      investment in productive assets. For example, the Company’s largest development
      project currently under construction is the Arrabelle at Vail Square and it
      is
      estimated that the cash flow to be generated from this project to its resort
      operations will exceed the cash flow from its real estate sales. The decision
      to
      treat real estate investments primarily as productive assets and thus
      classifying its investments within its Consolidated Balance Sheets as a
      long-term asset is consistent with the presentation within its Consolidated
      Statements of Cash Flows in its Form 10-K as an investing activity, as well
      as,
      its treatment of “non-cash cost of real estate sales” as a component of
      operating activities as this represents cash expenditures that primarily
      occurred in previous years similar to other investing activities that impact
      net
      cash provided by operating activities such as depreciation.

    The
      Company believes that its treatment of cash outflows related to its investments
      in real estate within its Consolidated Statements of Cash Flows as an investing
      activity is consistent with paragraph 25 of SFAS No. 102 as (1) the Company’s
      real estate investments are all within or proximate to its resort operations
      and
      those investment decisions are primarily driven by the potential benefits to
      be
      realized by its resort operations, (2) real estate is not acquired solely for
      resale and as such has not been classified as inventory but conversely
      classified as a long-term asset, (3) although the Company’s real estate
      development activity includes a component that is sold in the form of
      condominiums or town homes, a significant component of its development activity
      includes the development of productive assets including hotels, private clubs,
      commercial space (that the Company will lease or use internally), and amenities
      (i.e. parking, skier services facilities, ice rinks, etc.) that will be
      capitalized as a resort depreciable asset upon completion of the project, (4)
      since all of the Company’s real estate activity is proximate to its resorts, the
      cash flow generated by its resort operations as a result of its real estate
      investments is expected to exceed the cash flow generated from its real estate
      sales, and (5) as noted in paragraph 25 of SFAS 102, SFAS 95 does provide
      flexibility for the appropriate classification of cash outflows for assets
      that
      generally are productive assets but in certain cases may be inventory, thus
      significant judgment may be used in determining the classification.
      Additionally, SFAS 95 acknowledges that the three classifications of cash flows
      are not mutually exclusive and there will be items at the margin and that the
      nature of the activity that is likely to produce the predominant source of
      cash
      flow should be considered in determining classification.

    Notes
      to Consolidated Financial Statements

    2.
      Summary of Significant Accounting Policies

    General

    Comment
      3: You state in the “Business” section of your Form 10-K that you offer
      innovative frequent guest programs. Please tell us and revise your significant
      accounting policies to disclose your accounting policy for volume-based sales
      incentive programs.

    Response
      3: As part of our recurring evaluation of significant accounting policies,
      the
      Company considered the accounting for volume-based sales incentive programs
      and
      determined that our policy was not a significant accounting policy as it was
      deemed not to be material. Under Accounting Principles Board Opinion No. 22,
      “Disclosure of Accounting Policies,” disclosure of accounting policies should
      identify and describe the accounting principles followed by the reporting entity
      and the methods of applying those principles that materially effect the
      determination of financial position, cash flows, or results of operations.
      The
      expense recorded for volume-based sales incentive programs was approximately
      0.5% or less of income (loss) before income taxes for each of the three years
      ended July 31, 2006. As such, we believe these programs do not have a material
      effect on the financial position, cash flows, or results of operations and
      therefore did not require disclosure in significant accounting policies in
      the
      notes to the consolidated financial statements.

    The
      Company follows the guidance in EITF 00-22, “Accounting for ‘Points’ and Certain
      Other Time-Based or Volume-Based Sales Incentive Offers, and Offers for Free
      Products or Services to Be Delivered in the Future,” in accounting for its
      volume-based incentive programs. Specifically, the Company accrues the estimated
      cost, net of forfeitures, of providing future services as incentives are earned
      by its gues