SecProbe.io

September 23, 2013

Via E -mail
Scott M. Settersten
Chief Financial Officer and Assistant Secretary
Ulta Salon, Cosmetics & Fragrance , Inc.
1000 Remington Blvd., Suite 120
Bolingbrook, Illinois 60440

Re: Ulta Salon, Cosmetics & Fragrance, Inc.
 Form  10-K for the Fiscal Year Ended February 2, 2013
Filed  April 3, 2013
Definitive Proxy Statement on Schedule 14A
Filed April 24, 2013
Form  10-Q for the Fiscal Quarter  Ended August 3, 2013
Filed September 12, 2013
File No. 001 -33764

Dear Mr. Settersten :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Pleas e respond to this letter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do  not believe our comments apply to your facts and circumstances or  do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Year Ended February 2, 2013

Item 7. Management’s Discussion and Analysis  of Financial Condition and Results of
Operations, page 30

1. We note your indication on page 31 that “Net Sales” includes e -commerce merchandise
sales.  Please quantify the amou nt of internet sales for each year presented in dollars.
Given your disclosure on page 15 and elsewhere regarding the importance of e -commerce
to your operations, please also revise your MD&A  to discuss the role of your e -
commerce sales in the context of your business strategy and your liquidity, capital
resources and results of operations.  Please show us what this disclosure will look like.

Scott M. Settersten
Ulta Salon, Cosmetics & Fragrance, Inc.
September 23, 2013
Page 2

 As a related matter, please tell us why you believe it is appropriate for you to include the
impact of e -commerce sales in your comparable stores sales metric.

Results of Operations, page 33

2. We note that 2012 was a year of growth , which you state in your earnings call on March
15, 2013 was a result of various factors, including an extra week in your 53 week fiscal
year, increased square footage from opening 102 new stores, relocating 3 and remodeling
21 stores as well as the additi on of prestige brands and marketing such as “11 days of hot
buys” leading to Christmas.  We further note that your fourth quarter 2012 sales grew
30%, however your disclosure does not address the factors that lead to this significant
increase.  Please prov ide draft disclosure to be included in future filings that expands
MD&A to discuss all of the factors that contributed to the 2012 full year and fourth
quarter results.  Further explain your statement on page 31 that you do not expect your
8.8% fiscal 2012  comparable store sales increase to continue into the future.

Investing Activities, page 36

3. With a view to understanding your future needs for capital expenditures and considering
your plans for expansion discussed on page 5, in an appropriate place i n your disclosure
in future filings, please indicate your estimated material commitments for future capital
expenditures and the anticipated source of funds.  Refer to Item 303(a)(2)(ii) of
Regulation S -K.

Notes to the Financial Statements

Note 4. Commi tments and contingencies, page 53

4. We note the putative employment class action lawsuit filed on March 2, 2012. It is
unclear whether you have recognized a loss contingency related to this matter. Please
clarify and disclose the amount of possible loss or range of reasonably possible loss in
excess of accrual, if any. If you are unable to estimate the amount or range of this
reasonably possible loss, please disclose this fact and provide us with a comprehensive
explanation as to why.  Please include your  proposed disclosures to be included in your
next periodic report in your response.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 25

5. We note that  you disclosed the compensation for your current chief executive officer,
former and current acting chief financial officers, and general counsel and secretary.
Please explain why you did not include two other highly compensated executive officers
as requir ed by Item 402(a)(3)(iii) of Regulation S -K, or revise your disclosure

Scott M. Settersten
Ulta Salon, Cosmetics & Fragrance, Inc.
September 23, 2013
Page 3

 accordingly.  Please note that, pursuant to Compliance and Disclosure Interpretation
117.06, available at our website at http://www.sec.gov/divisions/corpfin/guidance/regs -
kinterp.htm , a company identifies its three most highly compensated executive officers
pursuant to Item 402(a)(3)(iii) from among individuals serving as executive officers at
the end of the last completed fiscal year who did not serve as its principal executive
officer or principal financial officer at any time during that year.

Section 16(a) Beneficial Ownership Reporting Complianc e, page 36

6. We note your statement that Mr. MacDonald untimely filed one report. Please
supplementally tell us the number of transactions that were not reported on a timely basis
due to the failure to file such report, and confirm that you will include such required
disclosure in future filings as applicable. Refer to Item 405(a)(2) of Regulation S -K.

Form 10 -Q for the Fiscal Quarter  Ended August  3, 2013

7. We note the number of days of sales in inventory at August 3, 2013 increased relative to
February 2, 2013.   We also note comments from a major fragrance producer that its
customers are de -stocking inventory.   Please explain whether such trend(s) is (are)
indicative of excessive and/or slow moving inventory and how you considered such trend
in your evaluation of lower cost or market.   In this regard, please also tell us how you
conveyed this trend in management’s discussion and analysis.   We note your discus sion
of anticipated inventory build -up for the forthcoming third quarter.   We also note your
reference to “inventory receipts flow timing” as impacting your merchandise margins.   It
is unclear to what this explanation is attempting to convey and whether it  is related to the
increase in inventories relative to sales.   Please explain with a view toward more detailed
disclosure about current inventory trends.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filin g to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosur e in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiat ed by
the Commission or any person under the federal securities laws of the United States.

Scott M. Settersten
Ulta Salon, Cosmetics & Fragrance, Inc.
September 23, 2013
Page 4

You may contact  Jenn Do , Staff Accountant , at (202) 551 -3743 , or Melissa Rocha,
Senior Assistant Chief Accountant , at (202) 551 -3854  if you have questions regarding comments
on the financial statements and related matters.  Please contact Liz Walsh, Staff Attorney , at
(202) 551 -3696  or me at (202) 551 -3720  with any other questions.

Sincerely,

 /s/ Mara L. R ansom

Mara L. Ransom
Assistant Director