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Sears Tower, Suite 5800

233 S. Wacker Dr.

Chicago, Illinois 60606

Tel: (312) 876-7700 Fax: (312) 993-9767

www.lw.com

    FIRM / AFFILIATE OFFICES

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    Washington, D.C.

Via EDGAR

August 17, 2007

Securities and Exchange Commission

100 F Street, N.E.

Mailstop 3561

Washington, D.C. 20549

    Attention:

    H. Christopher Owings

Scott Anderegg

                             Re:

    Ulta Salon, Cosmetics & Fragrance, Inc. — Amendment No. 1

Registration Statement on Form S-1

File No. 333-144405

Ladies and Gentlemen:

     On behalf of Ulta Salon, Cosmetics & Fragrance, Inc., a Delaware corporation (the
“Company”), we hereby transmit for filing under the Securities Act of 1933, as amended,
Amendment No. 1 (the “Amendment”) to the Company’s Registration Statement on Form S-1 (the
“Registration Statement”), including certain exhibits, marked to indicate changes from the
Registration Statement as originally filed with the Securities and Exchange Commission (the
“Commission”) on July 6, 2007. Courtesy copies
of this letter and the Amendment (specifically marked to show changes
thereto) are being submitted to the Staff of the Commission (the
“Staff”) by hand delivery.

     The Amendment reflects the responses of the Company to comments received from the Staff in a letter from H. Christopher Owings, dated August 3, 2007 (the
“Comment Letter”). The discussion below is presented in the order of the numbered comments
in the Comment Letter. For your convenience, references in the responses to page numbers are to the
marked version of the Amendment and to the prospectus therein.

     The Company’s responses to the Staff’s comments are as follows:

General

    1.

    We note a number of blank spaces throughout your 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 distribution of preliminary prospectuses.

Securities and Exchange Commission

August 17, 2007

Page 2

    Response: We supplementally advise the Staff that we will allow sufficient
time prior to any distribution of preliminary prospectuses for the Staff to review the
additional disclosure that will be included in the blank spaces noted by the Staff.

    2.

    Please provide us with any gatefold information such as pictures, graphics or artwork that
will be used in the prospectus.

    Response: We supplementally advise the Staff that gatefold information, including
each of the pictures, graphics and artwork that we intend to use in the prospectus, is
included in the Registration Statement and the Amendment.

    3.

    Please file all required exhibits, 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.

    Response: We have filed the majority of the exhibits with the Amendment. We
supplementally advise the Staff that we will file the remaining exhibits in a timely manner
so the Staff has time to review them before we request that our registration statement
becomes 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.

    Response: In response to the Staff’s comment, each of the underwriters listed on
the cover page of the Prospectus is a lead or managing underwriter. The following is a list
of the underwriters and their respective titles:

    •

    J.P. Morgan Securities Inc. — Joint book-running manager

    •

    Wachovia Capital Markets, LLC — Joint book-running manager

    •

    Thomas Weisel Partners LLC — Co-manager

    •

    Cowen and Company, LLC — Co-manager

    •

    Piper Jaffray & Co. — Co-manager

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Securities and Exchange Commission

August 17, 2007

Page 3

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.

     Response: We have revised the disclosure in response to the Staff’s comment. See
page 1.

    6.

    Please provide support for the qualitative and comparative statements contained in your
prospectus. For example, disclose the basis for your assertion that you are “the largest
beauty retailer that provides one-stop shopping for prestige, mass and salon products and
services in the United States.” In this regard, 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 that this is the case and include
an explanation for the basis of such belief. Alternatively, 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 focuses 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 billion beauty products and salon services industry and
your indication that you are the “only retailer to offer an off-mall, service-oriented
specialty retain concept...” on page 3.

    •

    Your statement that you “offer the widest selection 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 “compelling 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 the United States, approximately 75% of which
have less than four employees,” on page 66.

     Response: We have revised the disclosure in response to the Staff’s comment. See
pages 1, 2, 32, 52, 53, 54, 57 and 61.

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Securities and Exchange Commission

August 17, 2007

Page 4

    In addition, we supplementally provide in the table below a comparative analysis of various
beauty retailers which (i) illustrates the breadth of the Company’s product and service
offerings as support for the statement that we “offer the widest selection of categories
across prestige and mass cosmetics, fragrances, haircare, skincare, bath and body products
and salon styling tools” and (ii) shows the basis for the assertion in the prospectus that
the Company is “the largest beauty retailer that provides one-stop shopping for prestige,
mass and salon products and services in the United States.” As the table below indicates,
the Company is the only retailer to offer products across the beauty spectrum of mass,
prestige and salon products along with providing a full-service salon. In addition,
relative to its beauty retail competitors, the Company has the largest average store size,
which facilitates the beauty superstore format and provides customers with one-stop shopping
across these categories.

    Category

    Average

    Estimated

    # of U.S.

    U.S.

    # of

    store size

    Mass

    Prestige

    Salon

    Salon

    Specialty Retailer

    sales

    stores

    Debut

    states

    (square feet)

    Products

    products

    products

    services

    ULTA

    $
    7551

    207

    1990

    26

    10,000

    ü

    ü

    ü

    ü

    Sally Beauty Supply

    2,4171

    2,1962

    1964

    48

    1,700

    ü

    ü

    Bath & Body Works

    1,304

    1,540

    1990

    48

    2,300

    ü

    ü

    The Body Shop

    9571

    322

    1989

    N/A

    850

    ü

    ü

    Sephora

    850

    183

    1998

    36

    4,500

    ü

    Trade Secret

    253

    633

    1982

    49

    1,200

    ü

    ü

    ü

    L’Occitane

    199

    148

    1996

    29

    350

    ü

    Beautyfirst

    N/A

    77

    1983

    18

    2,000

    ü

    ü

    ü

    Beauty Brands

    65

    50

    1995

    11

    6,500

    ü

    ü

    ü

    Harmon

    46

    39

    ~1980

    3

    6,850

    ü

    Ricky’s

    30

    20

    1988

    2

    N/A

    ü

    H2O

    29

    11

    1989

    5

    1,100

    ü

    Fresh

    13

    11

    1991

    4

    625

    ü

    Source: company filings, company websites, Capital IQ, Factiva, Lexis/Nexis

    1

    Latest actual annual sales figure

    2

    Does not include BSG division

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Securities and Exchange Commission

August 17, 2007

Page 5

    Furthermore, we have supplementally provided in Annex B to this letter studies
by Kline & Company, and IBISWorld Inc., a survey by American Express, and articles citing
studies by NPD and Professional Consultants & Resources, each of which is referred to in the
prospectus and contains information supporting statements in the prospectus. These
documents are appropriately dated and marked to cross-reference the corresponding
statements. All of the documents are publicly available and none was prepared specifically
for this filing or commissioned by the Company.

    7.

    In an appropriate place in the prospectus, please revise your discussion 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.”

    Response: We have revised the disclosure in response to the Staff’s comment. See
pages 13, 61 and 62.

    8.

    We note that you have provided repetitive disclosure. 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 disclosure 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 enhance 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 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.

    Response: We have revised the disclosure in the prospectus summary in response to
the Staff’s comment. See pages 1 through 4.

    9.

    In your discussion of your competitive strengths, you refer to the “emotional connection”
that your unique retail shopping experiences reinforces. In an appropriate place in this
prospectus, please explain what you mean by this.

    Response: We have deleted the discussion of the “emotional connection” in the
prospectus summary in response to the Staff’s comment.

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Securities and Exchange Commission

August 17, 2007

Page 6

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.

    Response: We have revised the disclosure in response to the Staff’s comment. See
pages 6, 24 and 97.

Risk Factors, page 8

Any significant interruption in the operations of our distribution and order fulfillment infrastructure could disrupt our ability to deliver our merchandise..., page 10

    11.

    We note your indication that you maintain business interruption and property insurance which
mitigates the risk that you describe. 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 accordingly. Otherwise, it appears that the risk you describe is not a
material risk and should be deleted. This comment also applies to aspects of the risk factors
entitled “If we are unable to protect our intellectual property rights, our ability to compete
could be harmed ...” and “If our manufacturers are unable to produce our ULTA branded
products on time ...”

    Response: We have revised the disclosure in response to the Staff’s comment. See
pages 11, 14 and 15.

Any significant interruption in the operations of our distribution and order ... page 10

    12.

    In general, descriptions of risks that describe 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 generic
disclosures:

    •

    Any material disruption of our information technology systems..., page 10

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Securities and Exchange Commission

August 17, 2007

Page 7

    •

    A decline in general economic conditions..., page 11

    •

    A reduction in traffic to anchor stores..., page 12

    •

    If we fail to maintain the value of our brand, 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.

    Response: We have reviewed the risk factor section and revised several risk factors
in response to the Staff’s comment. See pages 11, 12, 13, 14, 17 and 18.

Union activity at third-party transportation companies ..., page 11

    13.

    Please ensure that your risk factors provide the information investors 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” could result in lost sales
or reduced demand (emphases added). Explain why these situations would have a material
adverse effect on the company otherwise it would appear that these risks are speculative and
do not constitute material risks of which investors should be made aware.

    Response: We have removed this risk factor in response to the Staff’s comment.

We as well as our vendors, are subject to laws, and regulations that could require us to modify our current business practices..., page 15

    14.

    Please revise to present this risk 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 typically 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 better
understand this risk, clearly explain the risk and how the risk relates to you.

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Securities and Exchange Commission

August 17, 2007

Page 8

    Response: We have revised the