SecProbe.io

Mail Stop 3561
 October 23, 2007
 Lynelle P. Kirby, President Ulta Salon, Cosmetics & Fragrance, Inc. 1135 Arbor Drive Romeoville, IL 60446
Re: Ulta Salon, Cosmetics & Fragrances, Inc.
Amendment No. 5 to Registrati on Statement on Form S-1
Filed October 22, 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.

1. We note your response to comment 2 in our letter dated October 19, 2007.  We
further note that your disclosure of th e name of the natural person(s), public
entities, majority-owned subsidiaries of public entities or registered investment
companies who have investment and/or vot ing control over the respective selling
stockholders is incomplete or unc lear as indicated below:
• You have provided no beneficial owne rship information as to Feigin
Trading Co.;
• Footnote (2) to the Selling Stockholder table appears to refer to the
beneficial ownership of one “entity,” however, this footnote has been
attributed to several se lling stockholders, and;
• With respect to Bank of America Vent ures (footnote 4), Bank of America
Capital Corporation (footnote 4), Jewi sh Communal Fund (footnote 13), JP
Morgan Chase Bank (footnote 14) an d Appomattox Foundation (footnote 16),
your disclosures are incomplete in that they do not identify the beneficial

Lynelle P. Kirby
Ulta Salon, Cosmetics & Fragrance, Inc. October 23, 2007 Page 2
owners of the respective shares.  We note your indication that “no one person
acting alone has investment  and voting power as to these shares,” however,
this fact does not avail you of the requirement that  you disclose the persons
with beneficial ownership of such shares.
Please revise your disclosure or advise.
2. We note that you have submitted a requested effectiveness for 4:00 p.m. on
October 24, 2007.  In connection with your  request you have provide certain
representations and we note that in the third representation you indicate that you
will not assert our declaring you effective as a defense.  Your third representation
should also represent that you may not assert  staff comments as a defense.  Please
revise your request accordingly.
***
 As appropriate, please amend 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