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    Sears Tower, Suite 5800

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

    www.lw.com

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    September 27, 2007

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    Washington, D.C.

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. 2

    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. 2 (the “Amendment”) to the Company’s Registration Statement on Form S-1 (the
“Registration Statement”), including certain exhibits. The Company supplementally advises
the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) that it plans to file an application for confidential treatment with respect
to a certain exhibit to the Registration Statement with the Secretary of the Commission
concurrently with the Amendment. Courtesy copies of this letter and
the Amendment (specifically marked to show changes thereto) are being
submitted to 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 September 14, 2007
(the “Comment Letter”). Where we have revised the disclosure in the Registration Statement
in response to the Staff’s comments, we have noted the applicable page number of the Amendment next
to the comment. In addition, certain marked copies of the Amendment provided to the Staff have
been marked with the number of the response next to the corresponding text of the Amendment.

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 amendment.

Securities and Exchange Commission

September 27, 2007

Page 2

    Response: In response to the Staff’s comment, we have provided a price range in the
Amendment.

Front Cover of Prospectus

    2.

    We note your response to comment 4 in our letter dated August 3, 2007. Please revise your
disclosure to remove 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.

    Response: We supplementally advise the Staff that J.P. Morgan Securities Inc. and
Wachovia Capital Markets, LLC, the two underwriters identified as joint book-running
managers in the response to prior comment 4, are managing underwriters of the offering, as
are Thomas Weisel Partners LLC, Cowen and Company, LLC and Piper Jaffray & Co. As such, we
respectfully submit that Item 501(b)(8)(i) of Regulation S-K requires that each of J.P.
Morgan Securities Inc., Wachovia Capital Markets, LLC, Thomas Weisel Partners LLC, Cowen and
Company, LLC and Piper Jaffray & Co. be listed on the outside front cover page.

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. We 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
United States” and 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.” In this regard, please provide us with copies of your source data cited in
footnote 1. In addition, please explain to us the meaning of footnote 2. Please also explain
by what measure you are referencing when you state that you are the largest.

    Response: In response to the Staff’s comment, we have updated the chart supporting
our assertion 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” and the
statement that the Company “offer[s] the widest selection of categories across prestige and
mass cosmetics, fragrances, haircare, skincare, bath and body products and salon styling
tools.” The updated chart and copies of the source data cited in footnotes to the chart are
provided in Annex B hereto.

    In response to the Staff’s request for an explanation of footnote 2 in the above-referenced
chart, we supplementally advise the Staff that Sally Beauty Holdings is comprised of two

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September 27, 2007

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    divisions — Sally Beauty Supply (a retailer) and Beauty System Group, or BSG (a
distributor). For comparison purposes, we have only included Sally Beauty Supply information
in the chart.

    We also supplementally advise the Staff that we believe we are the largest U.S. retailer to
offer products across all of the categories referenced above as measured by sales.

    We also note your revised disclosure concerning 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 that this is the case and include an explanation for the basis of such
belief. See also, “We provide affordable indulgence to our customers...” and “We provide our
customers with a timely escape...”

    Response: In response to the Staff’s comment, we have revised the disclosure.
Please see pages 1, 2, 33, 55 and 56.

    We further note your revised disclosure concerning the number salons in the United States.
Please provide us with 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.

    Response: In response to the Staff’s comment, we have deleted the references to
230,000 salons and to the study by Professional Consultants & Resources on pages 60 and 69,
because a copy of such study is not available on a cost-effective basis. In addition, we
supplementally provide in the bulleted language below the support describing the
“significant changes” that have occurred in the $75 billion beauty industry which is further
discussed in greater detail in the “Our Market” section of the Registration Statement on
pages 60 — 63.

    •

    Department stores, which have traditionally been the primary distribution channel
for prestige beauty products, have been meaningfully affected by changing consumer
preferences and industry consolidation over the past decade. From 2000 to 2006, these
changes have resulted in declines in the beauty retail market share of department
stores from 18% to 15% while the specialty retail channel has increased its share of
the beauty retail market from 7% to 9%, according to Kline & Company (a copy of its
study is included in the backup materials in Annex D hereto).

    •

    Women, and particularly women in younger generations, tend to find department stores
intimidating, high-pressured and a hindrance to a multi-brand shopping experience and,
as such, are choosing to shop elsewhere for their beauty care needs. According to NPD,
55% of women aged 18 to 24 and 40% of women aged 18 to 64 shop in specialty stores. In
addition, a recent NPD study (a copy of which is included in the backup materials in
Annex D hereto) found that nine out of ten women who

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Page 4

    shop at specialty retailers for beauty products do so because they can touch, feel and
smell the products.

    •

    There has been an increase in the number of manufacturers of prestige beauty brands
pursuing new distribution channels outside of the department store channel. Examples
of these alternative distribution channels include specialty retail stores, spas and
salons, direct response television (i.e., home shopping and infomercials) and the
Internet. In addition, many manufacturers of smaller prestige brands are selling their
products through these non-traditional channels due to the high fixed costs associated
with marketing through most department stores and to capitalize on consumers’ growing
propensity to shop elsewhere.

    •

    Historically, beauty manufacturers have distributed their products through distinct
channels—department stores for prestige products, drug stores and mass merchandisers
for mass products, and salons and authorized retail outlets for professional hair care
products. Women are increasingly shopping across retail channels for their beauty
products (as opposed to shopping in just one channel), and they tend to purchase both
prestige and mass beauty products. We attribute this trend to a number of factors,
including the growing availability of prestige brands outside of department stores and
increased innovation in mass products.

    4.

    We note your response to comment 8 in our letter dated August 3, 2007. We further note the
revision that you have made 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.

    Response: In response to the Staff’s comment, we have revised the disclosure.
Please see page 2.

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 dependent on only one distribution center and if that one distribution center
experiences any significant interruption it would significantly reduce your ability to supply
your stores with your products which in

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

    Response: In response to the Staff’s comment, we have revised the disclosure.
Please see page 11.

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 company. As drafted you have included risk that could apply to nearly
any issuer in your industry and even to other industries, like local zoning and land use
restrictions and risk that are more specific to your operations, like California’s
“Proposition 65” and FDA and FTC regulations. This comment also refers to the risk entitled
“If we fail to maintain the value of our brand...”

    Response: In response to the Staff’s comment, we have revised the disclosure.
Please see pages 15 - 16. In addition, in response to the Staff’s comment, we have deleted
the risk entitled “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. We note your
discussion of trends in your industry and your plans to take advantage of those trends. Please
expand your discussion to also include known risks, challenges or uncertainties that will
have, or are reasonably likely to have, a material impact on your revenues, income, or your
liquidity.

    Response: In response to the Staff’s comment, we have revised the disclosure.
Please see pages 34 - 35.

Growth Strategy, page 55

    8.

    We note your response to comment 37 in our letter dated August 3, 2007. We continue to
believe that, without additional 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 locations,
however, you do not speak to any other aspect

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of this goal, such as the ability to finance such expansions. Please revise to provide
additional support.

Response: In response to the Staff’s comment, we have revised the disclosure.
Please see pages 58 - 59.

Our Market, page 57

    9.

    We note your response to comment 38 in our letter dated August 3, 2007. We reissue our prior
comment in part. We note your submission of the referenced studies published by Kline &
Company, and IBIS World Inc., a survey by American Express, and articles citing studies by NPD
and Professional Consultants & Resources. We were unable to verify some of the statements
attributable to these materials. We could 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 these studies to us, appropriately marked in a manner that cross references
the support materials with your statements in your prospectus.

    Response: In response to the Staff’s comment, we have marked the prospectus and
copies of the studies published by Kline & Company, and IBIS World Inc., the survey by
American Express, and articles citing studies by NPD to cross reference certain statements
attributable to these materials. Marked copies of the source data together
with an index are provided in Annex D hereto.

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 components 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 investor could
understand what a binominal option valuation model is and its role in awarding compensation.

    Response: In response to the Staff’s comment, we have revised the Philosophy and
overview of compensation section to more specifically address the issues raised.
Specifically, we have revised our discussion of the Compensation Committee’s use of
compensation consultant services to benchmark total cash compensation
(salary and bonus) to the marketplace. The
Compensation Committee did not consider separate components or compensation items in their
review. Instead, as noted in the discussion, the Compensation Committee looked

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    at overall compensation levels in the marketplace and increased the compensation of our
executives in a commensurate manner. Please see pages 77 - 78.

    We also have revised our description of the general and retail industry surveys to
specifically identify the surveys used. We have deleted the reference to the binomial
option valuation model, as such model has not in fact been used for making any grants to
date. Please see page 78.

    11.

    We