SecProbe.io

Mail Stop 3561
 September 14, 2007
 Lynelle P. Kirby, President Ulta Salon, Cosmetics & Fragrance, Inc. 1135 Arbor Drive Romeoville, IL 60446
Re: Ulta Salon, Cosmetics & Fragrances, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed August 17, 2007
  File No. 333-144405

Dear Mr. Kirby:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
 General

1. We note your response to comment 1 in  our letter dated August 3, 2007.  As
discussed with counsel, please ensure that  you provide a price range in your next
am
endment.
 Front Cover of Prospectus

2. We note your response to comment 4 in our letter dated August 3, 2007.  Please
revise your disclosure to  rem
ove the names of the joint book-running managers
from the front cover page.  You may include  this information on the back cover of
the prospectus.

Prospectus Summary, page 1
3. We note your response to comment 6 in our letter dated August 3, 2007 and we
re-issue it in part.  W
e note your chart supporting your assertion that you are “the
largest beauty retailer that provides one-stop shopping for prestige, mass and
salon products and services in the Un ited States” and your statement that you
“offer the widest selection of categor ies across prestige and mass cosmetics,
fragrances, haircare, skincare, bath and body products and salon styling tools.”  In
this regard, please provide us with copies  of your source data cited in footnote 1.
In addition, please explain to us the mean ing of footnote 2.  Please also explain by
what measure you are referencing when you state that you are the largest.

We also note your revised disclosure con cerning the assertion that you “pioneered
our unique combination of beauty superstore  and specialty store attributes.”   In
this regard, please 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, please indicate th at this is the case and include an
explanation for the basis of such beli ef.  See also, “We provide affordable
indulgence to our customers…” and “We provide our customers with a timely
escape…”
 We further note your revised disclosure concerning the number salons in the
United States.  Please provide us wi th a copy of the report or study by
Professional Consultants & Resources.  Please also provide us support for your
references to the “significant changes” that have occurred to the $75 billion
beauty industry.
4. We note your response to comment 8 in  our letter dated August 3, 2007.  We
further note the revision that you have m
ade to the prospectus summary.
However, your disclosure continues to contain repetitive disclosures.  For example, we note that your disclosure  “Our competitive strengths” on page 2
contains disclosures that are identical to  your disclosure on page 54.  Accordingly,
revise the summary to highlight each item of key information one time, and include a more complete description of each item only once in the body of your prospectus.
 Risk Factors, page 9

 Any significant interruption in the operations of our distribution and order fulfillment
infrastructure could disrupt our ability  to deliver our merchandise…, page 11
5. We note your response to comment 11 in our letter dated August 3, 2007.  Your
subheading does not fully describe the risk  disclosed in the text.  The risk you
describe appears to be that you are depe ndent on only one dist ribution center and
if that one distribution ce nter exp
eriences any signif icant interruption it would
significantly reduce your ability  to supply your stores with  your products which in

turn would likely reduce your revenues.  Please revise your risk  factor subheading
to reflect this risk.

We, as well as our vendors, are subject to laws and regulations  that could require us to
modify our current business practices…, page 15
6. We note your response to comment 14 in our letter dated August 3, 2007.  Please
revise to tailor this risk to your com
pany.  As drafted you have included risk that
could apply to nearly any issu er in your industry and even  to other industries, like
local zoning and land use re strictions and risk that are more specific to your
operations, like California’s “Propositi on 65” and FDA and FTC regulations.
This comment also refers to the risk enti tled “If we fail to maintain the value of
our brand…”
 Management’s discussion and analysis of financial condition and results of operations,
page 32
7. We note your response to comment 20 in our letter dated August 3, 2007.  W e
note your discussion of trends in your i ndustry and your plans to take advantage
of those trends.  Please expand your di scussion to also include known risks,
challenges or uncertainties that will have , or are reasonably likely to have, a
material impact on your revenue s, income, or your liquidity.
 Growth Strategy, page 55

8. We note your response to comment 37 in our letter dated August 3, 2007.  W e
continue to believe that, without additio nal support, your indication that you will
be able to expand to 1,000 retail stores over the next 10 years is inappropriate.  The support you have provided for this statement would appear to provide support
for your ability to identify new locati ons, however, you do not speak to any other
aspect of this goal, such as the ability to  finance such expansions.  Please revise to
provide additional support.

Our Market, page 57

9. We note your response to comment 38 in our letter dated August 3, 2007.  W e
reissue our prior comment in part.  We  note your submission of the referenced
studies published by Kline & Compan y, and IBISWorld Inc., a survey by
American Express, and articles ci ting studies by NPD and Professional
Consultants & Resources.  We were unabl e to verify some of the statements
attributable to these materials.  We coul d not verify all the statements because you
did not provide us a means to cross reference statements in the prospectus with the studies.  Please provide copies of thes e studies to us, appropriately marked in
a manner that cross references the support materials with your statements in your
prospectus.

Compensation discussion and analysis, page 73
10. We note your response to comment 43 in our letter dated August 3, 2007.  Please
expand your discussion to explain the co m
ponents of the benchmark that was
utilized, such as the items of compensation you have benchmarked.  Please also
discuss the generally and retail industry surveys that you utilized.  Please also
explain in terms that an average inve stor could understand what a binominal
option valuation model is and its role in awarding compensation.
11. We note your response to comment 44 in our letter dated August 3, 2007.  Please
elaborate upon how the annual report of  individual executive perform
ance
prepared by Ms. Kirby assists the Co mpensation Committee in determining
appropriate individual compen sation.  Summarize the data that is provided in the
annual report.
 Summary Compensation Table, page 77

12. We note your response to comment 47 in our letter dated August 3, 2007.  You
include a “$
” at the top in the year column.  Please delete the “$” in this column.

Review and approval of related party transactions, page 87
13. We note your response to comment 49 in our letter dated August 3, 2007.  W e
reissue our prior comment in part.  Pleas e revise yours discussi on to indicate how
you will determine whether a board member is  “interested” in the transaction and
what constitutes a “material economic intere st.”  Similarly, indicate what types of
transactions, if not all, will be subject to this approval process.

Financial Statements
14. Please revise to update the unaudited interi m  financial statements to include the
26 weeks ended August 4, 2007 in accordance with Rule 3-12 of Regulation S-X.
15. We note your responses to comments 51 and 57 in our letter dated August 3,
2007.  Both of these comm
ents require a dditional disclosure and or supplemental
information related to the initial offering price of the common shares.  We may have additional comment when the IPO pr ice is available.  Please update the
information in Annex C to include grants subsequent to our initial comment letter.
***
 As appropriate, please am
end your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional

comments after reviewing your amendmen t and responses to our comments.

You may contact Robert Bu rnett, Accountant, at (202) 551-3330 or Michael
Moran, Accounting Branch Chief, at (202)  551-3841 if you have questions regarding
comments on the financial statements and related matters.  Please contact Scott
Anderegg, Staff Attorney, at (202) 551-3342 or Mara L. Ransom, Legal Branch Chief, at
(202) 551-3264 or me at (202) 551- 3720 with any other questions.

     S i n c e r e l y ,          H. Christopher Owings
Assistant Director

cc:  Christopher D. Lueking, Esq.
 Latham & Watkins LLP