SecProbe.io

CORRESP
1
filename1.htm

    corresp.htm

    August
      24, 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:

    Pursuant
      to your letter dated May 11, 2007 and follow-up telephone conversations
      conducted between the Securities and Exchange Commission (the “Commission”)
      staff (the “Staff”) and Vail Resorts, Inc. (the “Company”) this letter provides
      notice herewith that the Company has filed amendments to its Annual Report
      on
      Form 10-K for the year ended July 31, 2006 and its Quarterly Reports on Form
      10-Q for the quarters ended October 31, 2006, January 31, 2007 and April 30,
      2007.  These amendments restate the Company’s Consolidated Statements
      of Cash Flows by reclassifying cash outflows related to its investments in
      real
      estate, disclosed as a separate line item, from investing activities to
      operating activities.  Additionally, the Company filed a Form 8-K
      indicating that its previously filed Annual Report on Form 10-K for the year
      ended July 31, 2006 and its Quarterly Reports on Form 10-Q for the quarters
      ended October 31, 2006, January 31, 2007 and April 30, 2007 should no longer
      be
      relied upon.

    As
      requested by the Staff, we are providing the following
      acknowledgements:

              ·

              the
                Company is responsible for the adequacy and accuracy of the disclosures
                in
                its filings; and

              ·

              Staff
                comments or changes to disclosures 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.

    If
      you
      have any further questions or require additional information, please do not
      hesitate to contact me at 303-404-1802.

    Sincerely,

    /s/
      Jeffrey W. Jones

    Jeffrey
      W. Jones

    Senior
      Executive Vice President and

    Chief
      Financial Officer