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CORRESP
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    corresp.htm

      May 11,
2009

      Mr. Lyn
Shenk

      Branch
Chief

      U.S.
Securities and Exchange Commission

      Division
of Corporation Finance

      100 F.
Street, N.E. Stop 3561

      Washington,
DC 20549

                RE:

                Vail
      Resorts, Inc. — Commission File No. 001-09614

                Form
      10-K: For the Fiscal Year Ended July 31, 2008

                Definitive
      Proxy Statement on Schedule 14A

      Dear Mr.
Shenk:

      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 April 27, 2009, regarding the Annual Report on Form 10-K filed by Vail
Resorts, Inc. (the “Company”) for the fiscal year ended July 31, 2008 (the “Form
10-K”) and Definitive Proxy Statement on Schedule 14A filed October 23, 2008
(the “2008 Proxy”).  To facilitate the Staff’s review, we have included in
this letter the captions and numbered comments in italic text and have provided
our responses immediately following each numbered comment.

      Form 10-K: For the fiscal
year ended July 31, 2008

      Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations

      Results of
Operations

      General

      Comment 1:
We believe
that your MD&A disclosure would be clearer and more user-friendly if you
discussed your results of operations for individually comparable periods on a
separate basis.  For example, please consider discussing your Mountain
segment’s operating results for the comparative periods ended July 31, 2008 and
July 31, 2007 separate from your discussion of the operating results for the
comparative periods ended July 31, 2007 and July 31, 2006 (e.g., in separate
subsections). Similarly, please consider revising the MD&A disclosure in
your reports on Form 10-Q to discuss your company’s operating results for the
comparable quarterly periods separate from your discussion of the operating
results for the comparable year-to-date interim periods.

      Response
1:   In our recent filings, MD&A discussions were combined
for our results of operations for the respective periods in order to eliminate
redundancies as similar factors and key operating metrics were present in
driving overall financial results for all periods presented.  However,
in future filings we will provide separate subsections for the respective
periods beginning with our Form 10-Q for the period ended April 30, 2009 and our
Form 10-K for the period ending July 31, 2009.  For our Form 10-Q for
the period ended April 30, 2009, we will categorize our MD&A discussion into
the following subsections for each segment “Three months ended April 30, 2009
compared to the Three months ended April 30, 2008” and “Nine Months Ended April
30, 2009 compared to the Nine Months Ended April 30, 2008.”  For our
Form 10-K for the year ending July 31, 2009, we will categorize our MD&A
discussion into the following subsections for each segment “Year Ended July 31,
2009 compared to the Year Ended July 31, 2008” and “Year Ended July 31, 2008
compared to the Year Ended July 31, 2007.”

      Comment
2: Refer to your MD&A disclosure regarding the operating expense recognized
by each of your segments.  We note that you analyze the changes in the
aggregate
operating expense incurred by each segment, but you do not provide a detailed
analysis of the individually material cost components that comprise each
segment’s total operating expense.  In this regard, it appears that
each of your segments incur various types of costs that (i) can fluctuate
independent of the other costs recognized by that segment and (ii) are driven by
different underlying factors and/or trends.  For example, your
mountain segment incurs U.S. Forest Service fees, ski school labor costs, dining
labor costs, dining costs of sales, retail/rental cost of sales, costs related
to snowmaking (e.g. water costs), credit card fees, other resort fees, and
allocated corporate overhead costs, and the period-to-period changes in several
of these identified costs are driven by different underlying
factors.  Given the aforementioned observations, please revise your
MD&A disclosure to quantify and analyze the material cost components that
comprise the aggregate operating expense recognized by each of your
segments.  In connection with your expanded disclosure, please (a)
consider utilizing tables to identify, quantify and present the material cost
components which have been included in each segment’s total operating expense
(i.e., the absolute amount of cost incurred and changes in the amounts incurred)
and (b) discuss the fluctuations in the amount of expense recognized for each
material cost component listed in your tables.  Please provide us with
a sample of your proposed disclosure.

      Response
2:   Our Mountain segment MD&A disclosure has historically
quantified, in terms of percentages, the increases in operating costs, excluding
retail/rental (which has high variable costs driven by revenue) and the impact
of disposed operations, and discussed these changes by cost component which
generally have experienced similar changes; however, we will expand our MD&A
disclosure in future filings to quantify the changes in the underlying cost
components (generally these include labor and labor related benefits, resort
fees driven by revenue (including Forest Service fees, other resort fees and
credit card fees), retail/rental expenses, SG&A expenses, and other
operating expenses) that comprise the aggregate operating expense for our
Mountain segment. For each of these cost components we will disclose in future
filings the dollar and percentage change from the previous period reported
beginning with our Form 10-Q for the period ended April 30, 2009 and our Form
10-K for the period ending July 31, 2009.  Following is our proposed
disclosure using the three months ended January 31, 2009 (which changes are
noted in bold) as an example:

      “Segment
operating expenses
decreased $7.0 million, or 4.3%, for the three months ended January 31, 2009
compared to the same period in the prior year.  Excluding retail/rental expense
(which has a high variable cost component and therefore decreased in relation to
the retail/rental revenue, with retail/rental revenue down 11.3% and
retail/rental expense down 8.0%), operating expense decreased $3.2 million or
2.8% for the three months ended January 31, 2009 compared to the three months
ended January 31, 2008, which was primarily attributable to lower variable costs
related to lower revenue, including Forest Service fees, other resort related
fees and credit card fees (decreased $0.8 million or 5.6%); lower labor and
labor related benefit costs including lower ski school labor expense due to
lower ski school revenue (decreased $1.5 million or 3.5%) and other operating
expenses including SG&A (decreased $0.9 million or 1.6%). The
decreases in operating expenses were not enough to offset the declines in
segment revenues resulting in lower flow through of revenue to Mountain Reported
EBITDA of approximately 2 percentage points for the three months ended January
31, 2009 compared to the same period in the prior year.”

      Operating
expenses associated with our Lodging segment are generally more variable and
therefore move more in correlation with revenue, except for infrequent expenses
and/or unusual items which we disclose (i.e. the start-up and pre-opening costs
of The Arrabelle hotel).  As such, we believe with regards to
operating expense, we have disclosed and discussed the most important
information to the reader.  Our disclosures have included, among
others, operating expenses associated with new or disposed lodging properties
(i.e. the addition of The Arrabelle hotel) or services (i.e. the addition of
Colorado Mountain Express) and other changes in cost components (i.e. additional
National Park service fees incurred by GTLC resulting from a new concession
contract).  Additionally, the Lodging segment is a relatively small
contributor to our Resort EBITDA (combination of Mountain and Lodging segments),
with Lodging EBITDA representing approximately 4% of Resort EBITDA for the year
ended July 31, 2008.  As such, we believe that we have adequately
disclosed and analyzed the cost components of our Lodging segment.

      We have
disclosed and quantified the cost components related to our Real Estate segment,
which primarily includes cost of sales commensurate with revenue recognized on
closed units and general and administrative costs.  We believe that a
further detailed breakdown and disclosure of these cost components does not
further promote an understanding of the results of operations of our Real Estate
segment.  As such, we believe that we have adequately disclosed and
analyzed the cost components of our Real Estate segment.

      Summary

      Comment
3:  Per your disclosure in footnote 14 to the financial statements,
you measure segment profitability based upon the non-GAAP measure “reported
EBITDA.”  We acknowledge that it is acceptable for your MD&A
disclosure to discuss your segments’ results of operations based upon your
measure of segment profit or loss.  However, we note that you also
disclose “Total Reported EBITDA” in your MD&A summary of your company’s
results of operations.  In this regard, we do not believe that it is
appropriate to present “Total Reported EBITDA” in any context other than the
reconciliation required to be disclosed in accordance with paragraph 32 of SFAS
No. 131.  As such, please discontinue the presentation of “Total
Reported EBITDA” in any context other than SFAS No. 131 required
reconciliation.  For further guidance, refer to Question #21 of the
Staff release “Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures.”

      Response
3:  In future filings beginning with our Form 10-Q for the period
ended April 30, 2009 and Form 10-K for the period ending July 31, 2009, we will
remove Total Reported EBITDA from the summary section of the results of
operations in MD&A.

      Lodging
Segment

      Comment
4: It appears that your lodging segment generates revenue from owned hotels and
resorts, managed hotels and condominiums, properties operated under
concessionaire contracts, golf operations, resort ground transportation services
(as of November 1, 2008), dining services offered by GTLC, as well as other
recreational activities (e.g., cruises on Jackson Lake, boat rentals, horseback
riding, guided fishing, guided park tours, etc.) offered by
GTLC.  Furthermore, given that your lodging segment generated higher
revenues during the non-peak seasons of fiscal year 2008 and 2007 (i.e., the
quarterly periods ended October 31 and July 31) than during the peak seasons, it
appears that the revenue generated from some of the ancillary services that the
lodging segment offers may be material to the total revenue generated by the
segment.  Given the aforementioned observations, we believe that you
should expand your MD&A disclosure to separately discuss the revenue
generated by each material product or service offering of your lodging
segment.  In addition, consider whether the revenue generated by each
of the lodging segment’s material product and service offerings should be
separately disclosed in the footnotes to your financial statements pursuant to
paragraph 37 of SFAS No. 131.  Please provide a sample of your
proposed disclosure as part or your response.

      Response
4:  Approximately 50% of revenue generated from our Lodging segment
comes from room revenues which represents approximately 7% of total Company
revenue for the year ended July 31, 2008.  Revenue generated from any
single ancillary service offered by the Lodging segment is not material (and is
generally driven by room revenue) to the total revenue generated by the Company,
as the largest lodging ancillary service generated is less than 20% of total
lodging revenue and only approximately 3% of total Company revenue for the year
ended July 31, 2008.  Lodging segment’s performance is analyzed and
evaluated by EBITDA contribution and based upon ADR, occupancy rate and RevPAR
metrics, not revenue by service type.  As discussed in the Business
section and in the overview of MD&A of our Form 10-K, our lodging business
is highly seasonal in nature, with peak seasons primarily in the winter months
(the quarterly periods ended January 31 and April 30) with the exception of
GTLC, whose peak season is in the summer months (the quarterly periods ended
October 31 and July 31).  GTLC represented approximately 38% of total
lodging revenue for the three months ended October 31, 2008 and July 31, 2008
and of which room revenue represented approximately 40% of total GTLC
revenue.  As such, even though GTLC provides many recreational
activities, its primary source of revenue comes from
rooms.  Additionally, even though our lodging properties in close
proximity to our ski resorts generate higher revenue (primarily from rooms) in
the quarters ended January 31 and April 30, they remain open for the quarters
ended October 31 and July 31, and generate room revenue, albeit at lower levels,
from group and conference business and transient summer
business.  Consequently, the higher revenue generated during the
quarterly periods ended October 31 and July 31 is primarily the result of the
combined operations of GTLC, and from the non-peak operations of lodging
properties in close proximity to our ski resorts and to a lesser extent golf
operations and other ancillary summer operations.  Thus, we do not
believe it is necessary or beneficial to disclose the amount of revenue from the
various products and service offerings of the Lodging segment in MD&A or in
our footnotes to the financial statements, but should any of our ancillary
services provided by our Lodging segment become material (in excess of 10% of
total Company revenues for that reporting period) in the future we will
appropriately disclose and discuss them separately within MD&A.

      Comment
5: We note that your Lodging segment has produced lower “Reported EBITDA” during
the quarterly periods aligned with your company’s non-peak season (i.e., the
quarterly periods ended October 31 and July 31), despite generating higher
revenue during such periods.  In this regard, consider whether a
portion of your MD&A discussion should be dedicated to explaining why your
lodging segment incurs significantly higher operating expenses during the
non-peak season.

      Response
5: Our Lodging segment incurs higher operating expenses during our first and
fourth fiscal quarters due to the summer operations of GTLC.  GTLC
ceases all operations during the winter months (the quarters ended January 31
and April 30) and as such incurs very little operating expenses, while all of
our other lodging properties operate year round.  Consequently, the
increase in operating expenses during the non-peak season is a direct result of
the increased lodging operations at GTLC which is in line with GTLC revenue
(GTLC expenses were approximately 30% of lodging expense during the three months
ended October 31, 2008 and July 31, 2008), combined with the non-peak operations
of our other properties.  We believe we have adequately disclosed the
seasonal nature of our lodging operations in the overview section of MD&A;
however, in future filings we will expand our discussion of GTLC’s cyclical
nature of generating revenue and incurring expense with regards to overall
lodging operations for our quarters ending October 31 and July 31 beginning with
our Form 10-K for the year ending July 31, 2009.

      Comment
6: Refer to your
disclosure regarding the revenue generated by your lodging
segment.  We note that a significant portion of your disclosure
focuses on (i) explaining the changes in revenue generated for comparable
reporting periods