SecProbe.io

Mail Stop 3561

August 3, 2007

Lynelle P. Kirby, President
Ulta Salon, Cosmetics & Fragrance, Inc.
1135 Arbor Drive
Romeoville, IL 60446

Re: Ulta Salon, Cosmetics & Fragrances, Inc.
Registration Statement on Form S-1
Filed July 6, 2007
  File No. 333-144405

Dear Mr. Kirby:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessary  in your explanation.  In some of our comments, we may ask you
to provide us with information so we may bette r understand your disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.

General
1. We note a number of blank spaces throughout yo ur registration statement for information
that you are not entitled to omit under Rule 430A .  Please allow us sufficient time to review
your complete disclosure prior to any di stribution of preliminary prospectuses.

Lynelle P. Kirby
Ulta Salon, Cosmetics & Fragrance, Inc.
August 3, 2007 Page 2
2. Please provide us with any gatefold information such as pictures, gra phics or artwork that
will be used in the prospectus.
3. Please file all required exhi bits, such as your underwriting agreement and the legal opinion,
in a timely manner so that we may have time to review them before you request that your
registration statement become effective.

Front Cover of Prospectus
4. We note that you have listed six underwriters on the cover page.  Please revise to identify
only the lead or managing underwriters.  Refer to Item 501(b)(8)(i) of Regulation S-K.

Prospectus Summary, page 1
5. We note your statement that the prospectus summary highlights information and that it
might not contain all the information that is  important to an investor.  However, the
prospectus summary should highlight all material information for an investor.  Please revise your disclosure language accordingly.
6. Please provide support for the qualitative and co mparative statements contained in your
prospectus.  For example, disclose the basis for your assertion that  you are “the largest
beauty retailer that provides one-stop s hopping for prestige, mass and salon products and
services in the United States.”  In this rega rd, disclose whether this information is based
upon management’s belief, industry data, reports /articles or any other source.  If the
statement is based upon management’s belief, pl ease indicate that this is the case and
include an explanation for the basis of such belief.  Alternativ ely, if the information is based
upon reports or articles, please provide these documents to us, appropriately marked and
dated.   See the following additional examples:

• Your statement that you “pioneered this unique combination of beauty superstore
and specialty store attributes that focuse s on all aspects of how women prefer to
shop for beauty,” on pages 2 and 53, followed by the CEW and ICSC recognitions;
• Your reference to the $75 million beauty products and salon services industry and
your indication that you are the “only retailer to offer an off-mall, service-oriented
specialty retail concept…” on page 3;
• Your statement that you “offer the widest se lection of categories across prestige and
mass cosmetics, fragrances, haircare, skincare, bath and body products and salon
styling tools,” on page 52;
• Your statement that you offer a “compelli ng value proposition to [y]our customers
across all of [y]our product categories,” on page 61; and
• Your indication that the “market for salon services and products is highly
fragmented, with over 350,000 salons in th e United States, approximately 75% of
which have less than four employees,” on page 66.

Lynelle P. Kirby
Ulta Salon, Cosmetics & Fragrance, Inc.
August 3, 2007 Page 3
7. In an appropriate place in the prospectus, pl ease revise your discussi on to explain some of
the terminology you use to describe your business.  For example, you describe your retail locations as being located in “power centers” and “lifestyle centers” but you do not explain
what you mean by these terms.  See also, your reference to “planograms” and “POS data.”
8. We note that you have provided repetitive disclo sure.  For example, your disclosure “Our
Value Proposition” on page 1 is identical to your  disclosure on page 52 and your disclosure
“An Off-Mall Location” on page 1 is identical to your disclo sure on page 52.  The note to
Rule 421(b) in Regulation C states that you should avoid repetitive disclosure that increases the size of the prospectus but does not enha nce the quality of the information.  Mere
repetition of the same language or ideas does not  enhance the quality of the disclosure in
your prospectus.  Accordingly, revise th e summary to highlight each item of key
information one time, and include a more comp lete description of each item only once in
the body of your prospectus.
9. In your discussion of your competitive strengths, you refer to the “emotional connection” that your unique retail shopping experience rein forces.  In an appropriate place in this
prospectus, please explain what you mean by this.

The Offering, page 5
10. We note your indication here that shares of  your preferred stock will convert and be
redeemed into common stock upon consummation of  this offering.  In an appropriate place
in this prospectus, please provide additional details regarding the terms of conversion and
redemption, including the price and number of shares that will be issued upon redemption
and how the redemption will be financed.

Risk Factors, page 8

Any significant interruption in the operations of our distribution and order fulfillment infrastructure
could disrupt our ability to de liver our merchandise…, page 10
11. We note your indication that you maintain bus iness interruption and property insurance
which mitigates the risk that you de scribe.  If the real risk you are trying to describe is that
you may have insufficient insurance coverage for this risk, please revise the heading and text of this risk factor accord ingly.  Otherwise, it appears that  the risk you describe is not a
material risk and should be dele ted.  This comment also applies to aspects of the risk factors
entitled “If we are unable to protect our intellectual property rights, ou r ability to compete
could be harmed…” and “If our manufactur ers are unable to produ ce our ULTA branded
products on time…”

Lynelle P. Kirby
Ulta Salon, Cosmetics & Fragrance, Inc.
August 3, 2007 Page 4
Any significant interruption in  the operations of our distribution and order…, page 10
12. In general, descriptions of risks that descri be circumstances that could apply equally to
other businesses that are similarly situated are generic risks that should not be included in
your risk factor section.  Please either eliminate these generic risks, or revise them to state
specific material risks to your company or to the purchasers in this offering.  For example,
we note that the following risk factors appear to contain ge neric disclosures:

• Any material disruption of our info rmation technology systems …, page 10
• A decline in general eco nomic conditions…, page 11
• A reduction in traffic to anchor stores…, page 12
• If we fail to maintain the value of our br and, our sales are likely to decline…, page
13
• Increases in the demand for, or the price of, raw materials …, page 16
• We may need to raise additional funds to pursue our growth strategy…, page 17

Please note these are examples only.  Review your  entire risk factor section and revise as
necessary.

Union activity at third-party tr ansportation companies…, page 11
13. Please ensure that your risk f actors provide the information in vestors need to assess the
magnitude of the risk.  For example, in  this risk factor, you indicate that “ some  of these
third parties” and that “ [a]ttempted  labor organizing activities” c ould result in lost sales or
reduced demand (emphases added).  Explain wh y these situations would have a material
adverse effect on the company ot herwise it would appear that th ese risks are speculative and
do not constitute material risks of whic h investors should be made aware.

We as well as our vendors, are subj ect to laws and regulations that could require us to modify our
current business practices…, page 15
14. Please revise to present this ri sk in more concrete and specific terms.  For example, you say
that you are subject “to numerous laws and regulations, including labor and employment
and taxation laws to which most retailers are t ypically subject.”  This does not explain what
risk is involved in being subject to such laws and regulations nor does it  describe the risk as
it specifically relates to your business.  So investors can bette r understand this risk, clearly
explain the risk and how the risk relates to you.

Lynelle P. Kirby
Ulta Salon, Cosmetics & Fragrance, Inc.
August 3, 2007 Page 5

Our secured revolving credit facility could limit our operational flexibility, page 17
15. Some of your subheadings do not fu lly describe the risk disclose d in the text.  For example,
this subheading does not clearly de scribe the risk you are trying to  disclose or, in this case,
that your credit facility contains covenants that restrict your ability to take certain actions.
Please revise.

We do not anticipate paying dividends on our cap ital stock in the foreseeable future, page 21
16. Ensure that the disclosure in each risk factor you include actually descri bes a real risk.  For
example, in this risk factor, you appear to be  merely stating a fact about the company, as
opposed to describing a risk associated with an investment in your securities.  Please revise
or remove this risk.

We did not register our stock options unde r the Securities Exchange Act…, page 21
17. Please revise the title and the body of this risk  factor to reflect th at you were required to
register the stock options not th at you “may” have been required  to do so.  In this regard,
refer to SEC Release No. 34-56010, where the staff indicates that an issuer meeting the conditions of Exchange Act Secti on 12(g) is required to regist er the class of options, unless
an exemption is available.

Use of proceeds, page 24
18. We note your indication here that the net proc eeds from the offering will be used to pay
accumulated dividends in arrears on your preferre d stock.  Please revise to discuss what the
total amount of accumulated dividends in arrears amounts to and whether or not the net proceeds from this offering will satisfy all amounts due.  If not, disclose whether or not this will impact the terms of the conversion and redemption of such preferred stock, as is
contemplated at the consummation of this offering.

Selected consolidated financial data, page 29
19. In footnote 7 on page 31 you disclose that the Se ries III preferred stock is presented in the
mezzanine section of your balance sheet.  Plea se consider adding a brief explanation of
what that means since all readers may not be familiar with the term mezzanine.

Lynelle P. Kirby
Ulta Salon, Cosmetics & Fragrance, Inc.
August 3, 2007 Page 6
Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page 32
20. We note your discussion of “Key Trends” on page 57.  Please expand your MD&A to discuss known material trends and uncertainties that will have, or are reasonably likely to have, a material impact on your revenues or in come or result in your liquidity decreasing or
increasing in any material way.  In this rega rd, we note your disclosu re that from 1999 to
2006 you have delivered increase s in net income at a com pounded annual growth rate of
51.6 %.  Discuss whether you expect that tre nd to continue.  Please provide additional
analysis concerning the quality  and variability of your earni ngs and cash flows so that
investors can ascertain the likelihood or the exte nt past performance is indicative of future
performance.  Please discuss whether you expect le vels to remain at this  level or to increase
or decrease.  Also, you should consider disc ussing the impact of any changes on your
earnings.  Further, please di scuss in reasonable detail:
• economic or industry-wide factors relevant to your company, and
• material opportunities,  challenges, and
• risks in short and long term and the actions you are taking to address them.
     See Item 303 of Regulation S-K and SEC Release No. 33-8350.
21. The basis of presentation section of manageme nt’s discussion and analysis discusses the
types of items included in pre-opening e xpenses; however, it appears that remodeling
expenses are also included in the pre-opening li ne item.  Please revise the disclosure on
page 35 or advise.
22.  In discussing quarterly results of opera tions we understand some three month periods
contain 13 weeks and some 14 weeks.  Pleas e revise the column headings, or other
disclosure, to clarify for a reader the actual length of each period.
23. With respect to the discussion of gross profit for the first quarter in fiscal 2007 you indicate that the primary cause was planne d accelerated depreciation.  Pleas e revise to indicate if this
accelerated depreciation will ha ve a known continuing impact, or if it is a temporary
condition.
24. Please revise the last sentence of the firs t quarter fiscal 2007 selling, general, and
administrative discussion to indi cate that the decrease relates to the percentage of sales, not
to an overall decrease.  Also, please explain to us in greater detail what operational change
took place, or if no such change, how the amount of advertising expensed is in accordance with generally accepted accounting principles.

Lynelle P. Kirby
Ulta Salon, Cosmetics & Fragrance, Inc.
August 3, 2007 Page 7
Liquidity and capital resources, page 43
25. Please revise your discussion to elaborate upon how you plan to finance your capital
expenditures for new stores, particularly in light of your disclosure elsewhere that your
growth strategy involves increasi ng your store base.  In this regard, explain whether you
plan to grow at the same rate  as you have historically.
26. You mention here that you typically have payment terms with  your vendors.  Revise to
elaborate upon those payment terms and how they contribute to your liquidity.

Critical accounting policies and estimates, page 48
27. We note your discussion of i nventory valuation.  Please s upplement your discussion by
providing quantitative analysis.  Disclose the amount of valuation adjustments you have
made each year and discuss the reasons for any significant changes.
28. We note your discussion of vendor  allowances.  The critical accounting policy section is
intended to highlight those areas that requ ire significant estimates and management
judgment as well as those areas that involve a choice of accounting policy where different policies could produce materially different results.  Expand your disclosure to more specifically discuss either the significant estimates involve d in your accounting for vendor
allowances or the alterna tive accounting treatment that  was permitted under GAAP.
Provide a quantitative analysis by disclosing th e amount of allowances received each year
and the reasons for significant changes from year to year.
29. We note your discussion of opera ting leases.  The critical accounting policy section is
intended to highlight those areas tha