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CORRESP
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CORRESP

 Ulta Salon, Cosmetics & Fragrance, Inc.

1000 Remington Blvd.

 Bolingbrook, IL
60440

 Tel: (630) 410-4800

 October 21, 2013

VIA EDGAR

 Ms. Mara L. Ransom

Assistant Director

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

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
Ms. Ransom:

 On behalf of Ulta Salon, Cosmetics & Fragrance, Inc., a Delaware corporation (the “Company”), I am
responding to the comment letter dated September 23, 2013 with respect to the above-referenced filings. The comments in your letter are duplicated below and are followed immediately by the Company’s responses.

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 amount 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.

 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.

 Division of Corporation Finance

Securities and Exchange Commission

 October 21, 2013

 Page
 2

 Response: Retail, salon and e-commerce sales for the last three fiscal years are as
follows:

Fiscal year ended

February 2, 2013

January 28, 2012

January 29, 2011

(In thousands)

$

%

$

%

$

%

 Retail Sales

2,043,813

92
%

1,636,339

92
%

1,338,359

92
%

 Salon Sales

121,357

6
%

98,479

6
%

86,484

6
%

 E-commerce Sales

55,086

2
%

41,333

2
%

29,995

2
%

 Net Sales

2,220,256

100
%

1,776,151

100
%

1,454,838

100
%

 Item 303 of Regulation S-K requires us to describe any event, transaction, trend or uncertainty that is
material to income from continuing operations or sales. As noted in the table above, e-commerce sales are 2% of total sales and therefore do not have a material impact on net income or sales and are not expected to be material in the near future.

 Item 303 of Regulation S-K also requires us to identify any known trends or any known demands, commitments, events or uncertainties
that will result in material changes to our liquidity or result in material commitments of, or changes to, capital expenditures. Our investments in e-commerce historically have not been material and are not expected to materially affect our
liquidity or significantly increase our capital expenditures in the future.

 We believe it is appropriate to include e-commerce sales in
our comparable store sales metric as the Company continues to evolve into a multi-channel retailer. E-commerce is an integrated part of our business and we view the online offering as an extension of our physical store.

We began including e-commerce sales in our comparable store sales metric in fiscal 2013. Additionally, we began disclosing our e-commerce sales
separately as well as the comparable store sales impact on a comparable basis effective with our Form 10-Q for the Fiscal Quarter Ended May 4, 2013 and intend to continue doing so in future periods.

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 addition 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 provide 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.

 Division of Corporation Finance

Securities and Exchange Commission

 October 21, 2013

 Page
 3

 Response: When preparing our MD&A, we consider Item 303 of Regulation S-K and
Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition Results of Operations Release 34-48960, which requires management to provide information necessary to form an understanding of our financial condition,
changes in financial condition and results of operations. After receiving your letter, we again reviewed our 2012 MD&A disclosures and continue to believe that the disclosures appropriately describe and analyze the most significant factors
impacting our results.

 Our sales disclosure includes retail and salon sales figures, which combined were approximately 98% of our total
sales. Sales increases are broken down further by comparable and non-comparable store sales. Comparable store sales reflect sales for stores beginning on the first day of the 14th month of
operation. The sales disclosure also includes comparable store sales growth, a key metric that is monitored closely within the retail industry. The change in comparable stores sales growth related to the increase in traffic to our stores and
increase in average ticket per customer, if material, is also disclosed. Additionally we included the sales impact related to the increase in store count. We believe these metrics are the key performance drivers and are the material indicators that
form a basis for understanding our sales.

 We believe our focus on delivering a compelling value proposition to our customers, as described
on page 3 in the 10-K, is fundamental to our customer loyalty and increasing overall comparable sales. For example, we run frequent promotions such as “11 days of hot buys” and offer coupons, gift with purchase offers and multi-product
gifts sets during the fiscal year. These marketing events are not individually material and we do not believe that adding this detail to the MD&A would promote a better understanding of our financial condition and results of operations.

Our sales, excluding the 53rd week, increased 23% for both the fourth quarter and full
fiscal year compared to actual fourth quarter and fiscal year sales increases of 30% and 25%, respectively. Therefore, the adjusted fourth quarter sales growth is in line with the adjusted full year sales growth. However, we do believe that
providing some additional information regarding the 53-week year would be helpful for investors and propose the following addition to “Net sales” in future filings, which language is subject to change based on changes in circumstances:

 “Net sales increased $444.1 million, or 25.0%, to $2,220.3 million in fiscal 2012 compared to $1,776.2 million in fiscal 2011. Salon
service sales increased $22.9 million, or 23.2% to $121.4 million compared to $98.5 million in fiscal 2011. The sales increases are due to the opening of 101 net new stores in 2012 and a 8.8% increase in comparable store sales which was primarily
due to a 6.5% increase in store traffic. Non-comparable stores, which include stores opened in fiscal 2012 as well as stores opened in fiscal 2011 which have not yet turned comparable, contributed $291.0 million of the net sales increase while
comparable stores contributed $153.1 million of the total net sales increase. We attribute the increase in comparable store sales to our successful marketing and merchandise strategies. The
53rd week contributed approximately $40.0 million in additional net sales, or $0.05 of earnings per dilutive share.”

 Division of Corporation Finance

Securities and Exchange Commission

 October 21, 2013

 Page
 4

 Our “Results of operations” section of MD&A also includes a year-to-year
comparison of gross profit, selling and general administrative expenses, pre-opening expenses, interest expense, income tax expense and net income. We believe these are our material key performance indicators and are relevant to the assessment of
our financial condition and results of operations.

 As required, we disclose the material changes in our results of operations on a
year-to-year comparison. Within MD&A we disclose that we are comparing a 53 week period to a 52 week period (page 33) and we also discuss the seasonal nature of our business (page 37) by stating that a significant portion of our sales and
profits are realized in the fourth quarter due to the holiday selling season. Therefore, we focus on the key drivers that impacted fourth quarter results which were driven by this seasonality, new store growth and the 53rd week and do not believe that a further breakdown of the fourth quarter would be material to an understanding of our fiscal 2012 results of operations.

With the exception of adding further clarification of the effect of the 53rd week in
future filings, as applicable, we believe that our current disclosure addresses the Company’s fiscal 2012 growth. We will continue to meet the objectives of MD&A in future filings by discussing the key performance indicators that management
uses to manage our business and that would be material to investors.

 As stated on page 31, our long-term comparable store sales target is
4% to 6%, including the impact of e-commerce sales starting in 2013. As reflected on page 33, our comparable store sales increases have been very healthy over the past three fiscal years. However, we do not believe that the high single digit or low
double digit comparable store sales increases achieved in the last several years are sustainable over the long term because a portion of that growth was driven by the relative strength of the beauty category compared to other discretionary retail
categories and a more stable U.S. economy compared to the recent recessionary period. We also expect our rate of new store growth, as a percentage, to moderate as the Company matures.

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 in 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.

 Division of Corporation Finance

Securities and Exchange Commission

 October 21, 2013

 Page
 5

 Response: We propose the following addition to “Investing activities” in
future filings, which language is subject to change based on changes in circumstances:

 “We expect to spend approximately $225 million
for capital expenditures in fiscal 2013. Our future investments will depend primarily on the number of new, relocated and remodeled stores, supply chain investments and information technology systems that we undertake and the timing of these
expenditures. Based on past performance and current expectations, we expect to self-fund future capital expenditures. We plan to open approximately 125 net new stores and remodel approximately 7 stores in fiscal 2013. During fiscal 2012, the average
investment required to open a new Ulta store was approximately $1.0 million, which includes capital investment net of landlord contributions, pre-opening expenses and initial inventory net of payables. The average investment required to remodel an
Ulta store was approximately $0.9 million.”

 Notes to the Financial Statements

Note 4. Commitments 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.

 Response:
At this time, the Company’s potential liability for this matter is not probable and cannot be reasonably estimated based on currently available information and, therefore, we have not recognized a loss contingency related to this matter. This
matter is in the early stage of the litigation process. On August 8, 2013, the plaintiff asked the United States District Court for the Central District of California to certify the proposed class and we are currently opposing their
request. In our next periodic report and other future filings, as applicable, we will disclose an estimate of the amount of possible loss or range of reasonably possible loss or a statement that such an estimate cannot be made with respect to this
matter. Assuming that there has been no change in the status of this matter at the time of the filing of our next periodic report, the proposed disclosure relating to this litigation would read as follows:

“On March 2, 2012, a putative employment class action lawsuit was filed against us and certain unnamed defendants in state court in
Los Angeles County, California. On April 12, 2012, the Company removed the case to the United States District Court for the Central District of California. On August 8, 2013, the plaintiff asked the court to certify the proposed class
and the Company is opposing plaintiff’s request. The plaintiff and members of the proposed class are alleged to be (or to have been) non-exempt hourly employees. The suit alleges that Ulta violated various provisions of the California labor
laws and failed to provide plaintiff and members of the proposed class with full meal periods, paid rest breaks, certain wages, overtime compensation and premium pay. The suit seeks to recover damages and penalties as a result of these alleged
practices. The Company denies plaintiff’s allegations and is vigorously defending the matter.

 Division of Corporation Finance

Securities and Exchange Commission

 October 21, 2013

 Page
 6

 The Company has not recorded any accruals for this matter because the Company’s
potential liability for the matter is not probable and cannot be reasonably estimated based on currently available information. The Company cannot determine a reasonable estimate of the maximum possible loss or range of loss for this matter given
that it is in the early stage of the litigation process and is subject to the inherent uncertainties of litigation (such as the strength of the Company’s legal defenses and the availability of insurance recovery). Although the maximum amount of
liability that may ultimately result from this matter cannot be predicted with certainty, management expects that this matter, when ultimately resolved, will not have a material adverse effect on the Company’s consolidated financial position or
liquidity. It is possible, however, that the ultimate resolution of this matter could have a material adverse effect on the Company’s results of operations in a particular quarter or year if such resolution results in a significant liability
for the Company.”

 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