SecProbe.io

Mail Stop 3561
 October 10, 2007
 Lynelle P. Kirby, President Ulta Salon, Cosmetics & Fragrance, Inc. 1135 Arbor Drive Romeoville, IL 60446
Re: Ulta Salon, Cosmetics & Fragrances, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed September 28, 2007
  File No. 333-144405

Dear Ms. 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.
 Front Cover of the Prospectus

1. We note your response to comment 2 in  our letter dated September 14, 2007.
Please confirm
 that all the listed underwrit ers are lead or managing underwriters.
We also remind you to file your underwri ting agreement in a timely manner so
that we may have time to review it be fore you request that your registration
statement become effective.   We may have additional comments after reviewing
it.
Prospectus Summary, page 1
2. We note your response to comments 3 a nd 10 in our letter dated Septem ber 14,
2007.  We further note the revision to your disclosure and the materials you have provided in support of your disclosure.  Howe ver, we are unable to read the data
from the Kline & Co. report concerning 2000 data.  Please resubmit a legible copy

Lynelle P. Kirby
Ulta Salon, Cosmetics & Fragrance, Inc. October 10, 2007 Page 2
of this report.  In addition, we did not find support in your materials for your statement on page 62 that “Generatio n X has grown up shopping in specialty
stores and seeks a retail environment that combines a compelling experience,
functionality, variety and location.”  Pl ease revise or provide support for this
statement.  Please also characterize your statement on page 1 as your belief where
you refer to “intimidating, commission- oriented and bra nd-dedicated sales
approach” and “level of service typica lly unavailable in drug stores and mass
merchandisers.”
 Risk Factors, page 9

 We, as well as our vendors, are subject to laws and regulations  that could require us to
modify our current business practices…, page 15
3. We note your response to comment 6 in  our letter dated September 14, 2007.
Currently, it appears that you are including m
ore than one risk factor under this
subheading.  Avoid bundling risks and if a risk  is material, provide it with its own
descriptive subheading.
 Compensation, page 77

 Compensation discussion and analysis, page 77

4. Clarify in this discussion , as you indicated in your re sponse to comment 43 to our
letter dated August 3, 2007, that the prio r em
ployment packages of Messrs.
Bodnar and Barkus were instrumental in  developing their compensation packages
at the time they were hired.
5. We note your response to prior comment 10 in our letter dated Septem ber 14,
2007.  We note your revised disclosure indicating that the company reviewed
general and retail industry su rveys to determine the “mar ket level raises” for other
executives.  Please revise your disclosu re to clarify what components of the
general and retail industry su rveys assisted you in determining the “market level
raises” and clarify whether you are referri ng to salary, bonus or all aspects of
compensation.  In this regard, explain how  the surveys were used and generally
indicate what companies comprised the “general” and “retail” categories of the surveys.
6. In your discussion of Annual Bonuses, please define your “internally defined operating earnings target” in your disclosure.  P
lease also further explain the
likelihood of meeting the “ch allenging” performance targ ets you discuss here for
2007.

Lynelle P. Kirby
Ulta Salon, Cosmetics & Fragrance, Inc. October 10, 2007 Page 3  Report of independent registered public accounting firm, page F-1

7. Prior to requesting effectiveness, please file an am endment which deletes the “to
be issued” language included in the a uditor’s report.  Also, the dual dating
information in the accountant’s report n eeds to be completed.  Similar revisions
need to be made in an updated acc ountants consent filed as Exhibit 23.

Financial Statements

Note 1 – Business and basis of presentation, page F-11
8. The second bullet point in the unaudited pr o forma consolidated financial data
section on p
age F-12 includes the proceeds received in the pending initial public
offering.  We believe the purpose of this pro forma information is to show the company prior to the new investment; ther efore, it is inappropriate to include
offering proceeds.  Please revise the pr o forma presentation to exclude offering
proceeds.
9. The pro forma presentation in the histor ical financial statements in
 cludes an
adjustment of notes payable.  Please expand the disclosure to  explain why this
adjustment is appropriate and how the amount was determined.
10. Please consider expanding the pro forma disclos ure in the financial statement
footnote to explain the difference in th e actual expected pa yout of preferred
dividends at a future date, and the amount that has been earned as of the financial
statement date.  It appears this would be useful information to a reader and would
make the disclosure consistent with that  included in the text of the document.
Please revise or advise.

 Note 12- Net income per common share, page F-29
11. Please expand your disclosure of the pro fo rm a earnings per share calculation to
clarify what adjustments you made to bot h the numerator and denominator of the
earnings per share calculation.  The expa nded disclosure should clarify why the
adjustment is appropriate as well as how the amount was calculated.

Exhibit 5.1
12. We note that the legal opinion refers to the “General Corporation Law of t he State
of Delaware.”  Please have counsel confir m for us in writing that the legality
opinion concurs with our understanding th at the reference and limitation to the
Delaware General Corporation Law includes the statutory provisions and also all
applicable provisions of the Delaware C onstitution and the reported judicial cases

Lynelle P. Kirby
Ulta Salon, Cosmetics & Fragrance, Inc. October 10, 2007 Page 4
interpreting those laws currently in effect.  Please file this confirmation as correspondence on the EDGAR system.
***
 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