SecProbe.io

<DOCUMENT>
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 March 20, 2026

Kersten Zupfer
Executive Vice President and Chief Financial Officer
Regis Corporation
3701 Wayzata Boulevard
Minnesota MN 55416

 Re: Regis Corporation
 Form 10-K for Fiscal Year Ended June 30, 2025
 File No. 001-12725
Dear Kersten Zupfer:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 Document March 11, 2026 Via EDGAR Mr. Patrick Kuhn and Ms. Lyn Shenk Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Regis Corporation Form 10-K for Fiscal Year Ended June 30, 2025 File No. 001-12725 Dear Mr. Kuhn and Ms. Shenk, We are submitting this letter in response to the comment from the Staff of the Securities and Exchange Commission (the "Commission") received by electronic mail dated February 27, 2026, relating to the Company's Form 10-K filed with the Commission on September 3, 2025. The comment received from the Commission has been reproduced here in italics and the response from Regis Corporation (the "Company") can be found below the comment. Comment received from the Commission: Please disclose the significant terms of the preferred share purchase rights under the Tax Benefits Preservation Plan and explain how you accounted for and presented this transaction in your financial statements. Company Response: We respectfully acknowledge the Staff’s comment related to our disclosure of the Tax Benefits Preservation Plan. Going forward, we plan to move the disclosure to the Shareholders’ Equity footnote included in our Form 10-Q for the nine months ended March 31, 2026, and Forms 10-K and will adjust the footnote disclosure to reflect the significant terms, accounting treatment and presentation of the Tax Benefits Preservation Plan as outlined below (for illustrative purposes, the disclosure in the last paragraph below assumes this disclosure was included in our Form 10-K for the year ended June 30, 2025, and the dates and time periods referenced will be updated for each applicable filing as appropriate). The Company adopted a Tax Benefits Preservation Plan (the “Plan”) intended to help protect the availability of certain tax attributes (including net operating loss carryforwards) by deterring acquisitions of the Company’s common stock above a specified ownership threshold. In connection with the adoption of the Plan, the Company declared a dividend distribution of one preferred stock purchase right (a “Right”) for each outstanding share of common stock to shareholders of record as of February 9, 2024. The dividend had a de minimis value. The Rights are set forth in the Plan, dated as of January 29, 2024, as the same may be amended from time to time between the Company and Equiniti Trust Company, LLC, as Rights Agent. On January 27, 2025, the Company entered into Amendment No. 1 to the Plan, extending the expiration date of the Plan from January 29, 2025, to January 29, 2028 (the Extension). Pursuant to the terms of the Plan, the Company submitted the Extension to its shareholders for ratification at the October 28, 2025 annual shareholders meeting, and the shareholders ratified the Plan. The material terms of the Rights include, among others: (i) the ownership threshold that generally triggers the Rights becoming exercisable (an “Acquiring Person”) is 4.95% beneficial ownership, subject to customary exemptions, grandfathering, and Board discretion as set forth in the Rights Agreement; (ii) prior to the Distribution Date (as defined in the Rights Agreement), the Rights trade together with the Company’s common stock and are not exercisable; (iii) upon the Distribution Date, the Rights detach and become exercisable to purchase from the Company one one-thousandth of a share of the Company’s Series A Junior Participating Preferred Stock at an initial purchase price of $73.00, subject to adjustment; (iv) if a person becomes an Acquiring Person, each Right (other than Rights held by the Acquiring Person, which become void) generally entitles its holder to purchase, for the exercise price, a number of shares of the Company’s common stock having a market value of two times the exercise price (a “flip-in” feature), subject to the terms and limitations in the Rights Agreement; (v) upon certain business combination transactions following the occurrence of an Acquiring Person, Rights holders may have the right to purchase common stock of the acquiring company at a discount (a “flip-over” feature), subject to the terms of the Rights Agreement; (vi) the Rights are redeemable by the Board at $0.0001 per Right prior to the time a person becomes an Acquiring Person, and the Board may exchange the Rights for shares of common stock (or other consideration) under specified circumstances; and (vii) the Rights expire on January 29, 2028, unless earlier redeemed or exchanged in accordance with the Rights Agreement. The Company evaluated the Rights under applicable U.S. GAAP, including the guidance for freestanding financial instruments indexed to, and potentially settled in, an entity’s own equity. The Company concluded that the declaration and distribution of the Rights did not result in recognition of an asset or liability and did not have an impact on the Company’s consolidated balance sheets as of June 30, 2025 or consolidated statements of operations or cash flows for the three years ended June 30, 2025 because (i) the Rights were issued to existing shareholders as a dividend with no proceeds received, (ii) the Rights were not exercised during the fiscal year ended June 30, 2025, and (iii) the Rights are contingently exercisable only upon the occurrence of specified events and, based on their terms, are intended to be classified in shareholders’ equity rather than as liabilities. Costs directly attributable to the adoption of the Plan (e.g., external legal, advisory, and filing fees) were recorded in general and administrative expense as incurred, consistent with the nature of the costs. ****** We hope that this letter responds adequately to the Staff’s comments. If you have any further comments or concerns, please do not hesitate to contact me at (612) 416-3663. Sincerely, /s/ Kersten D. Zupfer Kersten D. Zupfer Executive Vice President and Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<TEXT>
 February 27, 2026

Kersten Zupfer
Executive Vice President and Chief Financial Officer
Regis Corporation
3701 Wayzata Boulevard
Minnesota MN 55416

 Re: Regis Corporation
 Form 10-K for Fiscal Year Ended June 30, 2025
 File No. 001-12725
Dear Kersten Zupfer:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended June 30, 2025
Notes to Consolidated Financial Statements
Note 1. Business Description and Summary of Significant Accounting Policies
Tax Benefits Preservation Plan, page 60

1. Please disclose the significant terms of the preferred share purchase
rights under the Tax
 Benefits Preservation Plan and explain how you accounted for and
presented this
 transaction in your financial statements.

 In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
 February 27, 2026
Page 2

 Please contact Patrick Kuhn at 202-551-3308 or Lyn Shenk at 202-551-3380
with any
questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
February 1, 2023
Kersten Zupfer
Executive Vice President and Chief Financial Officer
Regis Corporation
3701 Wayzata Boulevard
Minneapolis, MN 55416
Re:Regis Corporation
Form 10-K for Fiscal Year Ended June 30, 2022
Filed August 23, 2022
File No. 001-12725
Dear Kersten Zupfer:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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secresponseletter

        January 17, 2023    Via EDGAR    Robert Shapiro  Staff Attorney  Division of Corporation Finance  AD 11 - Office of Telecommunications  United States Securities and Exchange Commission  100 F. Street, NE  Washington, D.C. 20549    Re: Regis Corporation   Form 10-K for the Year Ended June 30, 2022   Filed August 23, 2022   Earnings Release on Form 8-K  Furnihed  shed November 1, 2022   File No. 001-12725    Dear Mr. Shapiro,    We are submitting this letter in response to the comments from the Staff of the Securities and Exchange Commission (the  "Commission") received by electronic mail dated January 4, 2023 relating to our previous correspondence dated December 14, 2022.   The comments received from the Commission have been reproduced here in italics and the response from Regis Corporation (the  "Company") can be found below each comment.    Comment received from the Commission:    Earnings Release on Form 8-K Furnished on November 1, 2022  Exhibit 99.1   Reconciliation Of Reported Franchise EBITDA As A Percent Of U.S. GAAP Revenue To EBITDA As A Percent Of Adjusted Revenue    Comment received from the Commission:     1. Refer to your response to comment 5 regarding the non-margin revenue adjustments in presenting adjusted EBITDA as a  percent of adjusted revenue. Please consider adding disclosure consistent with your response that you remove non-margin revenue in  order to show a meaningful margin rate given the majority of your revenue is offset by an equal amount of expense such that there is  no contribution to your margin.    Company Response:    We respectfully acknowledge the Staff’s comment, and the Company will add disclosure consistent with our previous response  regarding our removal of non-margin revenue in order to show a meaningful margin rate going forward.    Comment received from the Commission:    2. Refer to your responses to comments 3 and 4. You state "adjusted EBITDA" is to be the sole segment measure going forward.  However, we note your reference to "adjusted Franchise EBITDA" in these responses, and we also note reference to "Franchise  adjusted EBITDA" in the earnings release. If these measures represent the same amount, please use one label for consistency. If they  represent different measures, explain to us how these measures differ and what each represents.

          Company Response:    We respectfully acknowledge the Staff’s comment related to “adjusted EBITDA and “adjusted Franchise EBITDA” above.  Going  forward we plan to use “adjusted EBITDA” when referencing consolidated results and “Franchise adjusted EBITDA” when discussing  the Franchise segment results.  We plan to use the term “Company-owned adjusted EBITDA” when discussing Company-owned  segment results.  Both of the segment measures (and the total, showing the consolidated measure) will be included in our segment  disclosure in accordance with Accounting Standards Codification (“ASC”) No. 280, Segment Reporting. We have used “Franchise  adjusted EBITDA” and “adjusted Franchise EBITDA” interchangeably in the past but will endeavor to only use “Franchise adjusted  EBITDA” going forward for consistency.      Comment received from the Commission:    3.  In your response to comment 3 you state you will no longer present "Franchise EBITDA." In comment 5 you refer to the use  of "Franchise EBITDA" in the reconciliation as if you still intend to present it. Please clarify for us whether or not "Franchise  EBITDA" is to be presented.    Company Response:    We respectfully acknowledge the Staff’s comments related our use of “Franchise EBITDA” as a measure or performance and confirm  that we no longer plan to use that term or measure going forward.      ******    We hope that this letter responds adequately to the Staff’s comments. If you have any further comments or concerns, please do not  hesitate to contact me at (612) 416-3663.     Sincerely,         /s/ Kersten D. Zupfer   Kersten D. Zupfer   Executive Vice President and Chief Financial Officer

United States securities and exchange commission logo
January 4, 2023
Kersten Zupfer
Executive Vice President and Chief Financial Officer
Regis Corporation
3701 Wayzata Boulevard
Minneapolis, MN 55416
Re:Regis Corporation
Form 10-K for Fiscal Year Ended June 30, 2022
Filed August 23, 2022
Earnings Release on Form 8-K
Furnished November 1, 2022
File No. 001-12725
Dear Kersten Zupfer:
            We have reviewed your December 14, 2022 response to our comment letter 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.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
November 22, 2022 letter.
Earnings Release on Form 8-K Furnished November 1, 2022
Exhibit 99.1
Non-GAAP Reconciliations
Reconciliation Of Reported Franchise EBITDA As A Percent Of U.S. GAAP Revenue To
EBITDA As A Percent Of Adjusted Revenue
1.Refer to your response to comment 5 regarding the non-margin revenue adjustments in
presenting adjusted EBITDA as a percent of adjusted revenue.  Please consider adding
disclosure consistent with your response that you remove non-margin revenue in order to
show a meaningful margin rate given the majority of your revenue is offset by an equal
amount of expense such that there is no contribution to your margin.

 FirstName LastNameKersten Zupfer
 Comapany NameRegis Corporation
 January 4, 2023 Page 2
 FirstName LastName
Kersten Zupfer
Regis Corporation
January 4, 2023
Page 2
2.Refer to your responses to comments 3 and 4.  You state "adjusted EBITDA" is to be the
sole segment measure going forward.  However, we note your reference to "adjusted
Franchise EBITDA" in these responses, and we also note reference to "Franchise adjusted
EBITDA" in the earnings release.  If these measures represent the same amount, please
use one label for consistency.  If they represent different measures, explain to us how
these measures differ and what each represents.
3.In your response to comment 3 you state you will no longer present "Franchise
EBITDA."  In comment 5 you refer to the use of "Franchise EBITDA" in the
reconciliation as if you still intend to present it.  Please clarify for us whether or not
"Franchise EBITDA" is to be presented.
            You may contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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commentletterresponse

        December 14, 2022    Via EDGAR    Robert Shapiro  Staff Attorney  Division of Corporation Finance  AD 11 - Office of Telecommunications  United States Securities and Exchange Commission  100 F. Street, NE  Washington, D.C. 20549    Re: Regis Corporation   Form 10-K for the Year Ended June 30, 2022   Filed August 23, 2022   Earnings Release on Form 8-K  Furnihed  shed November 1, 2022   Earnings Release on Form 8-K  Furnihed  shed August 23, 2022   File No. 001-12725    Dear Mr. Shapiro,    We are submitting this letter in response to the comments from the Staff of the Securities and Exchange Commission (the  "Commission") received by electronic mail dated November 22, 2022 relating to the Company's Form 10-K filed with the  Commission on August 23, 2022.  The comments received from the Commission have been reproduced here in italics and the response  from Regis Corporation (the "Company") can be found below each comment.    Comment received from the Commission:    Earnings Release on Form 8-K Furnished on August 23, 2022  Exhibit 99.1   Regis Corporation Reports Fourth Quarter and Full Year 2022 Results    Comment received from the Commission:     1. Please present the most directly comparable GAAP measure to the non-GAAP measures Adjusted EBITDA and EBITDA in  the highlights section and throughout your earnings release with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of  Regulation S-K.     Company Response:    We respectfully acknowledge the Staff’s comment, and the Company will present the most directly comparable GAAP measure with  equal or greater prominence to each non-GAAP measures in future disclosures. For example, in the Company’s earnings releases, we  will present GAAP net income before the non-GAAP measures EBITDA and Adjusted EBITDA.

        Comment received from the Commission:    2. Referencing 'Other Non-GAAP financial measures' in the "Non-GAAP Reconciliations" section, disclose the specific non- GAAP measures presented in your reconciliations and the reasons management believes these non-GAAP financial measures provide  useful information to investors.  Refer to Item 10(e)(1)(i)(C) of Regulation S-K.    Company Response:    We respectfully acknowledge the Staff’s comment, and the Company will separately identify each non-GAAP measure in future  filings and the reasons we believe each measure is useful to investors, recognizing that the same reasons often apply to multiple non- GAAP measures.  For example, in the Company’s future earnings releases, assuming the same use of non-GAAP measures as in the  earnings release furnished on Form 8-K on August 23, 2022, the paragraph under “Non-GAAP Reconciliations” will read as follows:    We believe our presentation of non-GAAP operating income (loss), non-GAAP net loss, non-GAAP net loss per  diluted share, adjusted net loss from continuing operations, EBITDA and EBITDA, as adjusted (or Adjusted  EBITDA) provides meaningful insight into our ongoing operating performance and a supplemental perspective of  our results of operations. Presentation of the non-GAAP measures allows investors to review our core ongoing  operating performance from the same perspective as management and the Board of Directors. These non-GAAP  financial measures provide investors an enhanced understanding of our operations, facilitate investors’ analyses and  comparisons of our current and past results of operations and provide insight into the prospects of our future  performance. We also believe the non-GAAP measures are useful to investors because they provide supplemental  information that research analysts frequently use to analyze financial performance    Earnings Release on Form 8-K Furnished on November 1, 2022  Exhibit 99.1  Regis Corporation Reports Operating Profit for the First Time in 16 Quarters  Financial Highlights, page 1    Comment received from the Commission:    3. Please present the most directly comparable GAAP measure to Franchise EBITDA and adjusted Franchise EBITDA with  equal or greater prominence in the Financial Highlights. Refer to Item 10(e)(1)(i)(A) of Regulation S-K.    Company Response:    We respectfully acknowledge the Staff’s comment related to Franchise EBITDA and adjusted Franchise EBITDA above.  During the  second quarter of fiscal year 2023, we will be changing our measure of segment profit or loss, in accordance with Accounting  Standards Codification (“ASC”) No. 280, Segment Reporting. This is a result of our evolving reporting since our CODM, our CEO,  was named in May 2022 which was supported by a new financial planning software implemented in the second quarter of fiscal year  2023.  The new software has enabled changes to the availability and type of information available to the CODM. Beginning in the  second quarter of fiscal year 2022, the information provided to the CODM no longer includes operating income (loss) by segment  which was our previous segment measure of profit or loss.  Previously, both operating income (loss) and adjusted EBITDA were used  to make resource allocation decisions by segment. In accordance with ASC 280-10-55-9, when multiple measures of segment profit or  loss are used by the CODM, the reported measure should be the one most consistent with GAAP, which historically was operating  income (loss). However, beginning in the second quarter of fiscal year 2023, the only measure provided to the CODM is adjusted  EBITDA. Going forward, we will adjust our segment footnote included in our Forms 10-Q and 10-K to reflect that Adjusted EBITDA  is the measure of profit or loss reviewed by the CODM in accordance with ASC 280.  Further, the Adjusted EBITDA measure will be  reconciled to net income within the segment footnote.  Accordingly, adjusted Franchise EBITDA will not be a non-GAAP measure  going forward, as reflected in Compliance & Disclosure Interpretation 104.01.  Furthermore, we do not intend to disclose Franchise  EBITDA going forward.

        Comment received from the Commission:    4. Please present a reconciliation of adjusted Franchise EBITDA to the comparable GAAP measure. Refer to Item  10(e)(1)(i)(B) of Regulation S-K.    Company Response:    We respectfully acknowledge the Staff’s comment related to adjusted Franchise EBITDA above.  As noted above, going forward we  will adjust our segment footnote included in our Forms 10-Q and 10-K to reflect that Adjusted EBITDA is the measure of profit or  loss reviewed by the CODM in accordance with ASC 280.  Further, the Adjusted EBITDA measure will be reconciled to net income  within the segment footnote.     Non-GAAP Reconciliations  Reconciliation Of Reported Franchise EBITDA As A Percent Of U.S. GAAP Revenue To EBITDA As A Percent Of Adjusted  Revenue, page 15     Comment received from the Commission:    5.  Please explain the purpose of the presentation of Franchise EBITDA and why this is not a tailored measure of revenue in  violation of Rule 100(b) of Regulation G in regard to the adjustments for franchise rental income and advertising fund contributions.  Refer to Question 100.04 of our Compliance and Disclosure Interpretations on Non-GAAP Financial Measures ("C&DI"). In  addition, please clearly identify Franchise EBITDA in your reconciliation as this measure is not described in the table.     Company Response:    We respectfully acknowledge the Staff’s comments related our presentation of As Adjusted EBITDA as a Percent of Adjusted Revenue.  The purpose of this disclosure is to remove non-margin revenue from total revenue to arrive at an adjusted margin.  We are not  adjusting the timing of revenue recognition noted in Question 100.04 of the Staff’s Compliance and Disclosure Interpretations on  Non-GAAP Financial Measures. Rather, we remove non-margin generating revenue completely.  EBITDA margin is a common metric  used by investors however, the majority of our revenue is offset by equal expense, so it does not contribute to our margin.  We remove  the non-margin revenue from this metric in order to show a meaningful margin rate.  Additionally, in regard to the use of Franchise  EBITDA in the reconciliation, this term is defined and reconciled to the closest GAAP measure in the proceeding table.  Going  forward we will include adjusted Franchise EBITDA as our measure when presenting our financial results and in our in our segment  footnote within Forms 10-Q and 10-K which will be reconciled to net income.    Comment received from the Commission:    6. Refer to your "Reconciliation of Selected U.S. GAAP To Non-GAAP Financial Measures" table. This presentation appears to  be prohibited by the first bullet under Question 102.10 of the C&DI. Please remove this presentation.    Company Response:    We respectfully acknowledge the Staff’s comment, and the Company will remove the Reconciliation of Selected U.S. GAAP To Non- GAAP Financial Measures table from future disclosures, ensuring that we retain separate reconciliation tables for any individual non- GAAP measures disclosed.    ******

        We hope that this letter responds adequately to the Staff’s comments. If you have any further comments or concerns, please do not  hesitate to contact me at (612) 416-3663.     Sincerely,         /s/ Kersten D. Zupfer   Kersten D. Zupfer   Executive Vice President and Chief Financial Officer

United States securities and exchange commission logo
November 22, 2022
Kersten Zupfer
Executive Vice President and Chief Financial Officer
Regis Corporation
3701 Wayzata Boulevard
Minneapolis, MN 55416
Re:Regis Corporation
Form 10-K for Fiscal Year Ended June 30, 2022
Filed August 23, 2022
Earnings Release on Form 8-K
Furnished November 1, 2022
Earnings Release on Form 8-K
Furnished August 23, 2022
File No. 001-12725
Dear Kersten Zupfer:
            We have limited our review of your filings to the financial statements and related
disclosures 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.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Earnings Release on Form 8-K Furnished on August 23, 2022
Exhibit 99.1
Regis Corporation Reports Fourth Quarter and Full Year 2022 Results
1.Please present the most directly comparable GAAP measure to the non-GAAP measures
Adjusted EBITDA and EBITDA in the highlights section and throughout your earnings
release with equal or greater prominence.  Refer to Item 10(e)(1)(i)(A) of Regulation S-K.
2.Referencing 'Other Non-GAAP financial measures' in the "Non-GAAP Reconciliations"
section, disclose the specific non-GAAP measures presented in your reconciliations and
the reasons management believes these non-GAAP financial measures provide useful

 FirstName LastNameKersten Zupfer
 Comapany NameRegis Corporation
 November 22, 2022 Page 2
 FirstName LastName
Kersten Zupfer
Regis Corporation
November 22, 2022
Page 2
information to investors.  Refer to Item 10(e)(1)(i)(C) of Regulation S-K.
Earnings Release on Form 8-K Furnished on November 1, 2022
Exhibit 99.1
Regis Corporation Reports Operating Profit for the First Time in 16 Quarters
Financial Highlights, page 1
3.Please present the most directly comparable GAAP measure to Franchise EBITDA and
adjusted Franchise EBITDA with equal or greater prominence in the Financial
Highlights.  Refer to Item 10(e)(1)(i)(A) of Regulation S-K.
4.Please present a reconciliation of adjusted Franchise EBITDA to the comparable GAAP
measure.  Refer to Item 10(e)(1)(i)(B) of Regulation S-K.
Non-GAAP Reconciliations
Reconciliation Of Reported Franchise EBITDA As A Percent Of U.S. GAAP Revenue To
EBITDA As A Percent Of Adjusted Revenue, page 15
5.Please explain the purpose of the presentation of Franchise EBITDA and why this is not a
tailored measure of revenue in violation of Rule 100(b) of Regulation G in regard to the
adjustments for franchise rental income and advertising fund contributions.  Refer to
Question 100.04 of our Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures ("C&DI").  In addition, please clearly identify Franchise EBITDA in
your reconciliation as this measure is not described in the table.
6.Refer to your "Reconciliation of Selected U.S. GAAP To Non-GAAP Financial
Measures" table.  This presentation appears to be prohibited by the first bullet under
Question 102.10 of the C&DI.  Please remove this presentation.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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regisaccelerationrequest

    REGIS CORPORATION  3701 Wayzata Boulevard  Minneapolis, MN 55416    February 8, 2021    VIA EDGAR    United States Securities and Exchange Commission  Division of Corporation Finance  100 F Street, N.E.  Washington, D.C. 20549    Re:  Regis Corporation  Registration Statement on Form S-3 (File No. 333-252700)  Request for Acceleration of Effectiveness    Ladies and Gentlemen:    Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended,  Regis Corporation (the “Registrant”) hereby requests that the above-referenced Registration Statement be  declared effective by the Securities and Exchange Commission on February 10, 2021, at 4:00 p.m., Eastern  Time, or as soon thereafter as practicable.    The Registrant hereby authorizes Jonathan Zimmerman, of Faegre Drinker Biddle & Reath LLP, to orally  modify or withdraw this request for acceleration.      [SIGNATURE PAGE FOLLOWS]

  [SIGNATURE PAGE TO REQUEST FOR ACCELERATION]  Very truly yours,  REGIS CORPORATION      By: /s/ Amanda P. Rusin    Name:  Amanda P. Rusin  Title:  Senior Vice President, General  Counsel and Corporate Secretary

United States securities and exchange commission logo
February 5, 2021
Amanda Rusin
EVP, General Counsel and Corporate Secretary
REGIS CORP
3701 Wayzata Boulevard
Minneapolis, MN 55416
Re:REGIS CORP
Registration Statement on Form S-3
Filed February 4, 2021
File No. 333-252700
Dear Ms. Rusin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Taylor Beech at 202-551-4515 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jonathan R. Zimmerman, Esq.

March 27, 2018
Andrew Lacko
Executive Vice President and Chief Financial Officer
Regis Corporation
7201 Metro Boulevard
Edina, MN 55439
Re:Regis Corporation
Form 10-K for Fiscal Year Ended June 30, 2017
Filed August 23, 2017
File No. 001-12725

Dear Mr. Lacko:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Division of Corporation Finance
Office of Telecommunications

CORRESP
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		Document

March 14, 2018

Via EDGAR

Paul Fischer

Staff Attorney

Division of Corporation Finance

AD 11 - Office of Telecommunications

United States Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

Re:

 Regis Corporation

 Form 10-K for the Year Ended June 30, 2017

 Filed August 23, 2017

 Form 10-Q for the Quarterly Period Ended December 31, 2017

 Filed February 1, 2018

 File No. 001-12725

Dear Mr. Fischer,

We are submitting this letter in response to the comment from the Staff of the Securities and Exchange Commission (the "Commission") received by electronic mail dated March 1, 2018 relating to the Company's Form 10-Q filed with the Commission on February 1, 2018.  The comment received from the Commission has been reproduced here in italics and the response from Regis Corporation (the "Company") can be found below.

Comment received from the Commission:

Form 10-Q for the Quarterly Period Ended December 31, 2017

Note 5. Income Taxes, page 11

1.

 We note your disclosure in the last paragraph on page 11 that the tax law change allows for the indefinite carryforward of NOLs arising in tax years ending after December 31, 2017.  Please explain to us how this tax law change enabled you to partially release your valuation allowance on deferred tax assets, as it appears that the deferred tax assets arose prior to December 31, 2017.  Also, tell us the amount of the tax benefit for the partial release the valuation allowance.  In addition, explain to us the reason why you recorded $7.6 million of tax benefit, exclusive of the $68.9 million benefit, due to the Tax Act and the resulting partial release of the Company's valuation allowance.

Company Response:

For the quarter ended December 31, 2017, the Company recorded a combined tax benefit of $76.5 million, comprised of a $37.9 million income tax benefit for the impact of the reduction in U.S. corporate tax rates, a $31.0 million income tax benefit due to the partial release of the U.S. valuation allowance, and a $7.6 million income tax benefit on the ordinary losses generated during the quarter ended December 31, 2017:

 For the Three Months

Ended December 31, 2017

 (Dollars in millions)

Reduction in U.S. corporate tax rates

 $

 37.9

 (1)

Partial release of U.S. valuation allowance release

 31.0

 (2)

Interim tax provision, exclusive of above items

 7.6

 (3)

Income tax benefit

 $

 76.5

(1)

 Reduction of U.S. federal corporate tax rate:  Due to the tax legislation enacted on December 22, 2017, commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act") the corporate tax rate was reduced to 21 percent, effective January 1, 2018.  As a result of the reduction in the tax rate, the Company recorded a provisional income tax benefit of $37.9 million associated with the re-valuation of its net deferred tax liability. In accordance with Accounting Standards Codification ("ASC") 740-10-25-47 through 25-48, ASC 740-10-45-15, and ASC 740-270-25-5 through 25-6, adjustments to deferred tax assets and liabilities as a result of a change in tax law or rates are accounted for discretely in continuing operations at the date of enactment.

(2)

 Partial release of U.S. valuation allowance:  The Company has recorded a provisional income tax benefit of $31.0 million for a partial release of a valuation allowance as a result of the Tax Act which allows for the indefinite carryforward of U.S. net operating losses (see technical analysis below). Pursuant to ASC 740-270-25-7, any change in judgment relating to the beginning of the year valuation allowance balance should be recognized discretely in continuing operations in the interim period in which the change occurs.

The combination of the reduction of the U.S. federal corporate tax rate and the partial release of the U.S. valuation allowance represent the $68.9 million discrete tax benefit disclosed separately in our footnote due to the Tax Act.

(3)

 Interim tax provision: Consistent with the Tax Act, which allows for the indefinite carryforward of U.S. net operating losses (see technical analysis below), the Company also recorded a $7.6 million income tax benefit on ordinary losses generated in the quarter ended December 31, 2017. This item was recorded consistent with the accounting for interim provisions under ASC 740-270.  It was called out separately to distinguish it from the other two items listed above.

Technical Analysis

The nature of evaluating the realizability of deferred tax assets (“DTAs”) requires a subjective and mechanical assessment to determine if it is more-likely-than-not that the DTAs will be realized. The existence of future taxable income is necessary to enable the utilization of DTAs in future tax periods. As stated in ASC 740-10-25-20, the general accounting premise is that the book value of a company’s assets and liabilities will be recovered over time, generating taxable or deductible reversals of temporary differences. ASC 740-10-30-18 states that future reversals of deferred tax liabilities (“DTLs”) will result in taxable income and can be considered as a source of income for valuation allowance considerations. However, indefinite-lived DTLs can only be used as a source of taxable income to support the realization of indefinite-lived DTAs.

The Company reported a valuation allowance against certain U.S. DTAs in its Form 10-K and Form 10-Q for the periods ended June 30, 2017 and September 30, 2017, respectively.  In calculating the valuation allowance, the Company was not permitted to use its existing DTLs related to its indefinite-lived intangible assets (i.e. “naked credit DTLs”) as a source of taxable income to support the realization of its existing finite-lived DTAs.

Due to the Tax Act, U.S. net operating losses ("NOLs") arising in tax years ending after December 31, 2017 will no longer be subject to the limited 20-year carryforward period.  Under the new law, these NOLs carry forward indefinitely, resulting in the creation of indefinite-lived DTAs for the Company’s fiscal years ending on and after June 30, 2018. Consequently, as the Company schedules its deferred taxes and considers the ability to realize its deferred tax assets in future periods, it needs to consider how existing DTAs, other than historical NOLs, will reverse. If the reversal is expected to generate an indefinite carryforward NOL under the new law, this may impact the valuation allowance assessment. The indefinite carryforward period for NOLs also means that its deferred tax liabilities related to indefinite-lived intangibles, commonly referred to as “naked credits,” can be considered as support for realization.

In performing its valuation allowance assessment for the period ended December 31, 2017, the Company concluded that certain DTAs that were historically subject to a valuation allowance would reverse in future periods and ultimately generate indefinite-lived NOLs as a result of the Tax Act beginning with the Company’s fiscal year ending June 30, 2018.  Consequently, the Company removed the valuation allowance associated with these DTAs because its existing indefinite-lived DTLs can now be used as a source of taxable income to support their realization. The Company continues to maintain a valuation allowance against its existing finite-lived DTAs. These finite-lived DTAs include U.S. NOLs generated in fiscal years ended before June 30, 2018, tax credit carryforwards, and various state DTAs.

******

We hope that this letter responds adequately to the Staff’s comments. If you have any further comments or concerns, please do not hesitate to contact me at (952) 947-7777.

 Sincerely,

 /s/ Andrew H. Lacko

 Andrew H. Lacko

 Executive Vice President and Chief Financial Officer

cc:

 Ms. Kathryn Jacobson, Senior Staff Accountant

Mr. Carlos Pacho, Senior Assistant Chief Accountant

Ms. Celeste Murphy, Legal Branch Chief

March 1, 2018
Andrew Lacko
Executive Vice President and Chief Financial Officer
Regis Corporation
7201 Metro Boulevard
Edina, MN 55439
Re:Regis Corporation
Form 10-K for Fiscal Year Ended June 30, 2017
Filed August 23, 2017
10-Q for the Quarterly Period Ended December 31, 2017
Filed February 1, 2018
File No. 001-12725
Dear Mr. Lacko:
            We have reviewed your filings and have the following comment.  In our comment, we
ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-Q for the Quarterly Period Ended December 31, 2017
Note 5. Income Taxes, page 11
1.We note your disclosure in the last paragraph on page 11 that the tax law change allows
for the indefinite carryforward of NOLs arising in tax years ending after December 31,
2017.  Please explain to us how this tax law change enabled you to partially release your
valuation allowance on deferred tax assets, as it appears that the deferred tax assets arose
prior to December 31, 2017.  Also, tell us the amount of the tax benefit for the partial
release the valuation allowance.  In addition, explain to us the reason why you recorded
$7.6 million of tax benefit, exclusive of the $68.9 million benefit, due to the Tax Act and
the resulting partial release of the Company's valuation allowance..

 FirstName LastNameAndrew Lacko
 Comapany NameRegis Corporation
 June 16, 2017 Page 2
 FirstName LastName
Andrew Lacko
Regis Corporation
March 1, 2018
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact  Kathryn Jacobson, Senior Staff Accountant at (202) 551-3365 or
Carlos Pacho, Senior Assistant Chief Accountant at (202) 551-3835 if you have questions
regarding comments on the financial statements and related matters.  Please contact Paul
Fischer, Staff Attorney at (202) 551-3415 or  Celeste Murphy, Legal Branch Chief  at (202)
551-3257 with any other questions.

Division of Corporation Finance
AD 11 -Office of
Telecommunications

T 952-947-7777 ! 7201 Metro Boulevard I Minneapolis, Minnesota 55439
March 17, 2014
Via Email: dcaoletters@sec.gov
T/Iark Kronforst
Chief Accountant
Office of Chief Accountant
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Regis Corporation -Request for Relief From the Requirement to Provide Separate Financial Statements
of Provalliance
Dear Mr. Kronforst:
In connection with Regis Corporation's ("Regis", the "Company" or "we") response to the Staff's comment
letter received February 20, 2014, the Company re-evaluated Rule 3-09 of Regulation S-X for each of its
unconsolidated subsidiaries. As a result of the re-evaluation, pursuant to the income test of Rule 1-02(w} o~
Regulation S-X, the Company determined its unconsolidated subsidiary, Provall once, yielded a result of
23.99%, which exceeded the 20% significance threshold as defined in Rule 3-09 for fiscal year 2013. This was
the only year in which any of the tests exceeded 20°Io.
Although Provalliance exceeded the significance threshold, the Company does not believe separate financial
statements of Provalliance are necessary to reasonably inform investors for reasons discussed below.
Accordingly, Regis hereby respectfully requests the staff of the Division of Corporation Finance ("the Staff')
grant the Company relief from the requirement to provide financial statements of Provalliance for the stub
period from January 1, 2012 through September 27, 2012 {"Stub Period"), the date we sold our interest in
Provalliance, and the years ended December 31, 2011 and 2010.
background
On Apri19, 2012, we entered into an agreement to sell the Company's 46.7% equity interest in Provalliance to
the Provost Family for a purchase price of €80 million. As a result of entering into the agreement, the Company
recorded a $37.4 million other than temporary impairment charge related to the difference between the expected
sale price and the carrying value of its investment in Provalliance during the fourth quarter of fiscal year 2012.
During the first quarter of fiscal year 2013, the Company continued to recard increases in its equity investment
balance far its proportionate share of earnings under the equity method. After recording the equity investment
income, the Company recorded additional investor level impairments offsetting the equity income recorded to
reduce the equity investment balance to the expected sale value. The transaction closed on September 27, 2012,
during the Company's first quarter of fiscal year 2013, for the agreed upon price of €80 million, or
$103.4 million. Provalliance had a calendar year-end reporting period.
On July 13, 2012, during the first quarter of fiscal year 2013, the Company entered into an agreement to sell its
Hair Club for Men and Women; business (Hair Club) for $163.5 million and determined Hair Club qualified as a

discontinued operation. As of and for the quarter ended September 30, 2012, the Company's first quarter of
fzscal year 2013, the Coz~apany classified the results of operations of Hair flub as a discontinued operation and
retrospectively revised the Company's historical financial statements for all periods presented. 4n April 9,
2013,. the Company completed its sale of Hair Club.
Facts and Circrimstances to be Considered
Regis is requesting relief froze floe requirement to file financial statements of P~ovalliance for the Stub Period
and the years ended December 31, 2x11 and 2010 for the following reasons:
the Company sold I'~ov~t~ ~a~a~e ova Sete der 2'7, 2fl12. Given the Company's sale of Provalliance
during the first quarter of fiscal year 2013, the Company does not believe separate financial statements
of Provalliance are necessary to reasonably inform investors of the Company's current and future
financial condition, results of operations and cash flows. Rather, both the non-financial statement
section and the financial statements in our annual report on Form 10-K for the year ended June 30, 2Q13
provided disclosure about the Company's sale of its investment in Provallance and the impact that
Provalliance had on the consolidated financial statements. We believe this disclosure provides investors
with sufficient information.
~ ~h~ ~arnin~s of I'rovalliance in the separate ~nanciai statements of the investee were offset by a~
~raeestor level recorded im~arrr~ent. In fiscal year 2013, the Company's share of investee pre-tax
earnings and recognition of basis differences of $3.4 million for Provallance was offset by an investor
level impairment of an equivalent amount to write its investment in Provalliance down to the contractual
sale value. The Company entered into a fixed purchase price to sell Provalliance on April 9, 2012 for
€$0 million. During the fiscal year 2012, the Company recorded an impairment charge to reduce the
carrying value of the investment to its expected sale value of €80 million. The Company expected to
realize €80 million for its investment upon sale, and thus when the equity investment was increased to
recognize equity income in fiscal year 2013 an equal and offsetting investor impairment was recognized
to reduce the carrying value of the investment to €80 million. Due to the planned sale of Provalliance
for a fixed purchase price, we believe investors were indifferent to the operating performance of this
equity investment since April 2012, but were instead focused on the recoverability of the investment in
connection with the planned sale. Pursuant to the Staff's guidance in Section 2410.3 of the Division of
Corporation Finance's Financial Reporting Manual, the investor level impairment was appropriately
excluded from the numerator of the income test. However, had the investor level impairment been
included in the numerator for purposes of the significance calculation, the income significance test
would have yielded 0.0%.
Tl~e Company had close to break-even results for fiscal year 2013. On a pretax from continuing
operations basis, the Company had a small loss of $4.4 million, including the results from equity
affiliates. Using the five-year average, our income was $i4.3 million. The five-year average number
was impacted by losses during the last three fiscal years that were mainly attributable to large
impairment charges. On an absolute basis, the fiscal year 2013 results were significantly lower than
prior years. Additionally, the results were very small in relation to the size of our Company, which has
revenue in excess of $2 billion. Accordingly, we do not believe separate financial statements of
Provall once are necessary to understand our financial statements.
~ 'T'he Company no loner has a business relatianshat~ with Frovalliance. The Company does not have
separate financial statements o~ Frovalliance for the investee's year ended December 31, 2012. The
Company did not reasonably expect the equity investment would be significant during the Company's

fiscal year 2013 and therefore, neither separate financial statements nor an audit of the separate financial
statements as of the date of the sale were required under its ownership ar sale agreements. Provalliance
has no contractual obligation to the Company to provide separate financial statements for the investee's
year ended December 31, 2012. The Company believes it will not be able to obtain separate audited oz
unaudited financial statements froze the current owners to comply with Rule 3-09 without significant
hardship and undue expense.
Calculation of the significance tests for fiscal years 2013, 2012 and 2011, both including and excluding the
presentation of Hair Club as a discontinued operation, as prescribed by Rule 1-02(w}, have been included as
Attachments.
In summary, the Company believes the determination of the significance of its investment in Provalliance was
impacted by the convergence of multiple unique events, including the sale of Provalliance on September 27,
2012, the reporting of Hair Club as a discontinued operations in the same quarter as the sale of Provalliance, the
unique accounting associated with the fixed sale price of Provalliance and our close to break-even results for
fiscal year 2013. The Company determined Provalliance was a significant unconsolidated subsidiary in fiscal
yeax 2013 in accordance with Rules 3-09 and 1-02(w) of Regulation S-X; however, for reasons discussed above,
we do not believe financial statements of Provalliance are necessary for investor protection. While we
recognize we should have submitted this Ietter prior to filing our annual report for the fiscal year ended June 30,
2013, we do not believe this oversight should result in the need to provide financial statements that would not
be meaningful to investors..
Based on the foregoing, the Company respectfully requests the Staff grant the Company relief from the
requirement to provide financial statements of Provailiance for the Stub Period and the years ended December
31, 2011 and 201Q in filings with the Commission. If you have any comments or questions, please do not
hesitate to contact me at (952) 947-7975.
Sincerely,
/s/ Steven M. Spiegel
Steven M. Spiegel
Executive Vice President and Chief Financial Officer
Attachments
CG: Ms. Jill Davis, Associate Chief Accountant, Office of Chief Accountant, Division of Corporation Finance
Mr. Robert Shapiro, Staff Accountant, Division of Corporation Finance

April 7 , 201 4

Via E -mail
Mr. Daniel J. Hanrahan
President and  Chief Executive Officer
Regis  Corporation
7201 Metro Boulevard
Edina , MN 55436

Re: Regis  Corporation
Form 10-K for the Year Ended  June 30 , 2013
Filed August 27, 201 3
  File No. 1 -12725

Dear Mr. Hanrahan :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Robert S. Littlepage, for

Larry Spir gel
Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4546

       DIVISION OF
CORPORATION FINANCE

      April 3, 2014

Mr. Steven M. Spiegel
Chief Financial Officer
Regis Corporation 7201 Metro Blvd
Minneapolis, MN 55439  Re: Regis Corporation
 File No. 001- 12725
 Dear Mr.  Spiegel ,

In your letter dated March 17, 2014, you request , on behalf of  Regis Corporation
(the Company), that the staff grant relief  of the requirement to include in the Company’s
2013 Form 10- K the separate financial statements that are required by Rule 3 -09 of
Regulation S -X for Provalliance.  We understand that your investment in Provalliance
was sold on September 27, 2012. We understand, based on the facts outlined in your letter , you have determined that audited financial  statements for Provalliance are required
to be included in the Company’s 2013 Form 10- K under Rule 3- 09 of R egulation S -X as
at and for the period ended September 27, 2012.

Based on the  Company’s  unique facts and circumstances , as outlined in your
letter , we will not object to its  omission of the separate audited financial statements of
Provalliance for the period ended September 27, 2012 and the unaudited financial
statements of Provalliance for the years ended December 31, 2011 and 2010 from the Company’s 2013 Form 10- K.

 The staff’s conclusion is based solely on the information included in your letter s.
Different or additional material information could lead to a different conclusion.  If you
have any questions regarding this letter, please call me at (202) 551- 3683

Sincerely,

       Jill Davis
     Associate Chief Accountant

CORRESP
1
filename1.htm

		Filename1

T 952-947-7777 | 7201 Metro Boulevard | Minneapolis, Minnesota 55439

March 6, 2014

Via EDGAR

Securities and Exchange Commission

Attention:  Larry Spirgel

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:

 Regis Corporation

 Form 10-K for the Year Ended June 30, 2013

 Filed August 27, 2013

 Form 10-Q for the Quarterly Period Ended December 31, 2013

 Filed February 3, 2014

File No. 1-12725

Dear Mr. Spirgel:

On behalf of Regis Corporation (“Regis” or the “Company”), we hereby respond to the Staff’s comment letter dated February 20, 2014.  This letter contains our responses to the Staff’s comments.  The Staff’s comments have been reproduced here in italics and the Company’s responses are detailed under those comments.

Form 10-K for the Fiscal Year Ended June 30, 2013

Item 8. Financial Statements and Supplementary Data

Financial Statements for the Fiscal Year Ended June 30, 2013

Statement of Operations for the Years Ended June 30, 2013, 2012 and 2011, pg. 47

Note 5, Investments in and Loans to Affiliates, Empire Education Group, pg. 69

1.

 In view of your 55.1% ownership, please disclose in future filings your basis for not consolidating your investment in EEG.

Response

In August 2007, the Company contributed 51 wholly-owned accredited cosmetology schools to Empire Education Group, Inc. (EEG) in exchange for a 49.0% equity interest in EEG. In January 2008, the Company's effective ownership interest increased to 55.1% related to the buyout of EEG's minority interest shareholder. Although the Company owns 55.1% of EEG’s common stock, the Company granted EEG’s other shareholder an irrevocable proxy to vote a certain number of the Company’s shares such that the other shareholder has voting control of 51.0% of the common stock of EEG, as well as the right to appoint four of the five members of EEG’s Board of Directors.

When assessing whether or not to consolidate the EEG investment, the Company first consulted guidance relating to the consolidation of variable interest entities to determine whether or not its investment was a variable interest entity (VIE), and if so, whether the Company was the primary beneficiary of the VIE.  The Company concluded EEG was not a VIE based on the fact EEG had sufficient equity at risk.

Secondly, the Company considered the voting interest model to determine whether consolidation of the investment in EEG was appropriate.  In accordance with the voting interest model, substantive voting control relates to the voting rights of the Board of Directors.  As the other shareholder of EEG has the right to appoint four of the five members of EEG’s Board of Directors as well as 51.0% of the voting control of EEG’s common stock, the Company does not consolidate EEG and accounts for its investment in EEG as an equity investment.

1

In future filings, the Company will include similar disclosures to those previously disclosed in the Company’s 2012 Form 10-K to expand on disclosure of EEG and the Company’s basis of accounting for its investment in EEG under the equity method, as follows [added text is underlined]:

The Company utilized consolidation of variable interest entities guidance to determine whether or not its investment in EEG was a variable interest entity (VIE), and if so, whether the Company was the primary beneficiary of the VIE. The Company concluded that EEG was not a VIE based on the fact that EEG had sufficient equity at risk. The Company accounts for EEG as an equity investment under the voting interest model, as the Company has granted the other shareholder of EEG an irrevocable proxy to vote a certain number of the Company’s shares such that the other shareholder of EEG has voting control of 51.0% of EEG’s common stock, as well as the right to appoint four of the five members of EEG’s Board of Directors.

2.

 It appears to us that your investment in EEG may be significant as defined by Rule 1-02(w) of Regulation S-X for 2013 and 2012.  Please tell us how you considered the provisions of Rule 3-09 of Regulation S-X in your determination not to include separate financial statements of EEG, for all periods presented.  In your response, please provide us with your calculations for all periods presented.

Response

In order to determine whether or not the Company should file separate audited financial statements for EEG, in accordance with Rule 3-09 of Regulation S-X, the Company performed the income and investment tests described in Rule 1-02(w), substituting the 10% threshold with a 20% threshold, as mentioned in Rule 3-09(a).  The asset test in Rule 1-02(w) of Regulation S-X does not apply to Rule 3-09 in accordance with the SEC Financial Reporting Manual 2410.1.

Based on the calculations, the Company concluded its investment in EEG was not significant for all years presented and separate financial statements of EEG were not required to be included, as the Company’s interest in the pretax earnings of EEG was less than 20% of the Company’s income from continuing operations before income taxes and subsidiaries consolidated and the Company’s total investment in EEG was less than 20% of the Company’s total assets. A summary of the calculations is presented below:

Rule 3-09

 Fiscal Years

 2013

 2012

 2011

 (Dollars in thousands)

Income test

Regis’ 55.1% interest in the pretax earnings of EEG (1)

 $

 2,770

 $

 (1,017

 )

 $

 10,050

Income from continuing operations before income taxes and subsidiaries consolidated exclusive of noncontrolling interests  (2)(3)

 14,330

 50,390

 52,139

Income test result

 19.33

 %

 2.02

 %

 19.28

 %

Investment test

Total investment in EEG (4)

 $

 43,098

 $

 86,095

 $

 104,540

Total assets

 1,390,492

 1,571,846

 1,805,753

Investment test result

 3.10

 %

 5.48

 %

 5.79

 %

(1)

 Section 2410.3 of the SEC Financial Reporting Manual states, the numerator for the income test is calculated based on the registrant’s proportionate share of the pre-tax income from continuing operations reflected in the separate financial statements of the investee prepared in accordance with U.S. GAAP for the period in which the registrant recognizes income or loss from the investee under the equity method adjusted for any basis differences. During fiscal years 2013 and 2012, the Company recorded other than temporary impairment charges on its investment in EEG of $17.9 and $19.4 million, respectively, to reflect the negative business impacts associated with regulatory changes in the for-profit secondary educational market, including declines in enrollment, revenue and profitability. Section 2410.3 also states the numerator would exclude such impairment charges recorded at the investor level.

2

(2)

 As required in paragraph 2 in the computational note included in Rule 1-02(w), if income from continuing operations before income taxes, net of non-controlling interests for the registrant and its subsidiaries consolidated for the most recent fiscal year is at least 10% lower than the average of the income for the last five fiscal years, such average income should be substituted for purposes of the computation.  Any loss years should be omitted for purposes of computing average income. Below is the computation of the five-year average:

Income Test Averaging

 Fiscal Years

 2013

 2012

 2011

 (Dollars in thousands)

Year N (most recent fiscal year) (3)

 $

 —

 $

 —

 $

 —

Year N-1 (3)

 —

 —

 48,472

Year N-2 (3)

 —

 48,472

 23,179

Year N-3

 48,472

 23,179

 109,931

Year N-4

 23,179

 109,931

 79,111

Five year average

 $

 14,330

 $

 36,316

 $

 52,139

Absolute value of most recent fiscal year

 4,401

 50,390

 32,912

(Decrease) increase in current year pretax income (loss) over the average of the last five years

 (69.29

 )%

 38.75

 %

 (36.88

 )%

(3)

 Loss years omitted under Rule 1-02(w).

(4)

 These amounts include the investment in and loans to EEG which are included in the investment in and loans to affiliates and if applicable, any notes receivable within one year in other current assets on the Consolidated Balance Sheet.

Item 9A. Controls and Procedures

Management’s Report on Internal Control over Financial Reporting, pg. 90

3.

 In light of the error corrections related to interest expense and certain uncertain tax positions noted in Note 15 on page 89, please tell us how you determined internal controls over financial reporting were effective at June 30, 2013, pursuant to Item 308 of Regulation S-X. Please tell us in your response how the errors were detected, the determination of materiality relative to the errors, and any corrective actions required in your internal controls.

Response

Detection

During the fourth quarter of fiscal year 2013, the Company reevaluated the recognition of interest expense related to a note with a related party and determined the Company should have recognized interest expense on the note since its inception in fiscal year 2006.  The cumulative pre-tax and post-tax interest expense adjustment was $0.7 million and $0.4 million, respectively.

In connection with an IRS examination of the Company’s fiscal years 2010 and 2011 income tax returns, the Company recorded $0.3 million during the fourth quarter of fiscal year 2013 related to uncertain tax positions, interest and penalties.

Materiality Assessment

We analyzed the materiality of these errors in accordance with the guidance in ASC 250, including ASC 250-10-S99.  We considered all relevant circumstances, both quantitative impacts and qualitative factors.  We concluded that the errors individually and in the aggregate did not materially misstate our consolidated annual or interim financial statements taken as a whole as they did not significantly alter the total mix of information available.  Prior to the filing of our Form 10-K, we consulted with our internal and external counsel, and reviewed and discussed our analysis and conclusion with the Audit Committee of the Board of Directors, as well as our external auditors.

•

 While the absolute value of the errors was not significant to our financial position taken as a whole, their impact as a percentage of net income from continuing operations was 4.5% and 16.9% for the fourth quarter of fiscal year 2013 and fiscal year 2013, respectively.  These percentages were driven by significant one-time strategic investments made during the fourth quarter of fiscal year 2013 that negatively impacted the business and resulted in near break-even financial results.

3

•

 The pre-tax interest adjustment of $0.7 million recorded in fiscal year 2013 was an accumulation of interest since fiscal year 2006.  The interest expense omitted by the Company was immaterial in each of the fiscal years 2006 through 2012 as shown below on a pre-tax basis (dollars in thousands):

2006

 $

 105

2007

 172

2008

 146

2009

 130

2010

 31

2011

 31

2012

 35

2013 (Q1-Q3)

 24

Total

 $

 674

•

 The tax adjustment recorded in fiscal year 2013 related to fiscal years 2010 through 2012.  The tax expense omitted by the Company in each of the fiscal years 2010, 2011 and 2012 was insignificant and amounted to $36,000, $98,000 and $151,000, respectively.

•

 The adjustments had minimal impact on analysts’ and investors’ expectations and assessments of the Company’s performance. The Company’s analysts predominantly focus on the Company’s adjusted EPS.  Adjusted EPS of $0.06 for fourth quarter of fiscal year 2013 was approximately one-half of the $0.12 average street expectation prior to the fourth quarter earnings release on August 27, 2013.  Excluding the impact of the adjustments, the Company would have reported adjusted EPS of $0.07, which was still well below the average street expectation of $0.12.

•

 The Company, its analysts and its investors place emphasis on other financial measures in addition to income from continuing operations, including same-store sales and cost of service and product as a percent of revenues, for which the out-of-period adjustments had no impact.  The errors did not impact operating (loss) income.

•

 The impact of the errors did not affect incentive compensation payouts.

•

 The errors were not intentional, representative of fraud or an unlawful transaction. No one person benefited from these adjustments.

Controls Assessment

Based upon our review of the facts and circumstances of the accounting errors and consideration of relevant quantitative and qualitative factors, we concluded the errors were indicative of control deficiencies within our internal control over financial reporting. The errors resulted from an inappropriate application of U.S. GAAP, which resulted in incorrect conclusions in previous periods with respect to the recognition of interest expense and uncertain tax positions recorded.

As part of the Company’s evaluation of the severity of the internal control deficiencies, the Company considered the magnitude of the potential misstatement and whether there was a reasonable possibility the Company’s controls would fail to prevent, or detect and correct a misstatement of an account balance or disclosure.  The Company was careful to consider “what could go wrong” when assessing the severity of the internal control deficiencies.

In determining whether the deficiencies should be considered a significant deficiency or a material weakness, the Company considered the following indicators:

•

 The deficiencies were not indications of fraud on the part of senior management;

•

 The deficiencies did not result in a restatement of previously issued financial statements to reflect the correction of a material misstatement due to error or fraud;

•

 The deficiencies were not identified by the auditor under circumstances that indicate the misstatement would not otherwise have been detected by the entity’s internal control; and

•

 The deficiencies were not the result of ineffective oversight of the Company’s financial reporting and internal control by those charged with governance.

4

 The evaluation of the internal control deficiencies also considered the following factors related to the errors:

•

 The adjustments were identified by the Company’s compensating controls. The Company’s compensating controls do operate effectively at a level of precision sufficient to prevent or detect a material misstatement. The primary compensating controls are the Company’s monthly and quarterly account reconciliations and monthly detailed income statement and balance sheet reviews designed to identify material misstatements; and

•

 The Company concluded the errors were not significant to the Company’s annual or interim financial statements for the reasons noted above.

Based on the considerations discussed above, the Company did not believe the internal control deficiencies resulted in a reasonable possibility that a material misstatement would not be prevented, or detected and corrected on a timely basis.  As such, the Company, including senior management and the Company’s Audit Committee, concluded the internal control deficiencies did not represent a significant deficiency or a material weakness. The interest and income tax adjustments were reported to the Audit Committee on August 19, 2013 only due to our professional obligation to report all adjustments proposed and recorded by management over our de minimis threshold, and we do not believe the control deficiencies on their own merit attention by the Audit Committee.  For these reasons, management concluded these matters did not rise above the control deficiency level.

Corrective Actions

The Company redesigned and enhanced controls over new related party note agreements.  Since the fourth quarter of fiscal year 2013, the Company has not entered into any new related party note agreements.  In lieu of detailed testing of the control, the Company’s internal audit department assessed the process

February 20, 201 4

Via E -mail
Mr. Daniel J. Hanrahan
President and  Chief Executive Officer
Regis  Corporation
7201 Metro Boulevard
Edina , MN 55436

Re: Regis  Corporation
Form 10-K for the Year Ended  June 30 , 2013
Filed August 27, 201 3
  Form 10 -Q for the Quarterly Period Ended Dec ember  31, 2013
  Filed  February 3, 2014
  File No. 1 -12725

Dear Mr. Hanrahan :

We have reviewed your filing and have the following comments.  Please  provide us with
the requested  information so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you d o not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments , we may
have  additional comments.

Form 10 -K for the Fiscal Year Ended June 30, 2013

Item 8. Financial Statements and Supplementary Data

Financial Statements for the Fiscal Year Ended June 30, 2013

Statement of Operations for Years Ended June 30, 2013, 2012 and 2011 , pg. 47
Note 5, Investments in and Loans to Affiliates, Empire  Education Group, p g. 69

1. In view of your 55.1% ownership , please disclose in future filings your basis for not
consolidating your investment in EEG.

2. It appears to us that your investment in EEG may be significant as defined by Rule 1 -
02(w) of Regulation S -X for 2013  and 2012.  Please tell us how you considered the

Mr. Daniel J. Hanrahan
Regis Corporation
February 20, 201 4
Page 2

 provisions of Rule 3 -09 of Regulation S -X in your determination not to include se parate
financial statements of EEG , for all periods p resented. In your response, please pr ovide
us with your calculations for all periods presented.

Item 9A. Controls and Procedures

Management’s Report on Internal Control over Financial Reporting, pg . 90

3. In light of the error corrections related to interest expense and certain uncertain tax
positions noted in Note 15 on page 89, please tell us how you determined internal
controls over financial reporting were effective at June 30, 2013 pursuant to Item 308 of
Regulation S -X.  Please tell us in your r esponse how the errors were detected, the
determination of materiality relative to the errors, and any corrective actions required in
your internal controls.

Form 10 -Q for the Quarterly Period Ended  December 31, 201 3

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Service Revenues  and Product Revenues , pg. 21

4. Please tell us and disclose the number of new ly constructed salons during the six and
twelve months ended December 31, 2013.  You disclose the closure of 319 c ompany -
owned salons during the twelve months ended December 31, 2013 partially offset by
newly constructed salons as part of the reason for the decline in sales services  and
product revenues  for both the three and six months ended December 31, 2013.

We ur ge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing 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 an d 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 disclosure 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 initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Daniel J. Hanrahan
Regis Corporation
February 20, 201 4
Page 3

 You may contact Robert Shapiro, Staff Accountant , at 202-551-3273  or Ivette Leon,
Assistant Chief Accountant, a t 202-551-3351  if you have questions regarding comments on the
financial statements and related matters.  Please contact Ajay Koduri , Attorney -Advisor, at 202-
551-3310 or me at  202-551-3810  with any other questions.

Sincerely,

/s/ Larry Spirgel

Larry Spir gel
Assistant Director

March 1, 2013

Via E -mail
Mr. Daniel J. Hanrahan
President and  Chief Executive Officer
Regis Corporation
7201 Metro Boulevard
Edina, MN 55436

Re: Regis Corporation
Form 10-K for the Year Ended June 30, 2012
Filed August 29, 2012
  File No. 1 -12725

Dear Mr. Hanrahan :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from  taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons  who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Robert S. Littlepage  for

Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

T 952-947-7777 | 7201 Metro Boulevard | Minneapolis, Minnesota 55439

February 28, 2013

Via EDGAR

Securities and Exchange Commission

Attention:  Larry Spirgel

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:

Regis   Corporation

Form 10-K   for the Year Ended June 30, 2012

Filed   August 29, 2012

File   No. 1-12725

Form 10-Q   for the Quarterly Period Ended December 31, 2012

Filed   February 4, 2013

File   No. 1-12725

Dear Mr. Spirgel:

On behalf of Regis Corporation (“Regis” or the “Company”), we hereby respond to the Staff’s comment letter dated February 14, 2013.  This letter contains our responses to the Staff’s comments.  The Staff’s comments have been reproduced here in italics and the Company’s responses are detailed under those comments.

Form 10-K for the Fiscal Year Ended June 30, 2012

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Gross Margin (Excluding Depreciation), Service Margin (Excluding Depreciation) and Product Margin (Excluding Depreciation), pages 47 and 48

1.              Since you exclude depreciation from gross, service and product margins, these measures are non-GAAP.  To avoid placing undue prominence to such non-GAAP measures, please present them after your discussion of GAAP operating results.  Additionally, reconcile each non-GAAP measure to the most comparable GAAP measure, “gross margin” that includes the allocation of applicable depreciation and amortization in cost of revenue.  Please revise or advise.

Response

In future filings, the Company will no longer discuss gross margin (excluding depreciation), service margin (excluding depreciation) and product margin (excluding depreciation) within Management’s Discussion and Analysis of Financial Condition and Results of Operations or elsewhere in our filed periodic reports.

Instead, the Company will discuss in Management’s Discussion and Analysis of Financial Condition and Results of Operations the changes in the cost of service and cost of product lines within the Statement of Operations.

Form 10-Q for the Quarterly Period Ended December 31, 2012

Management’s Overview, page 26

2.              We note your reference to the review of your non-core assets.  Please tell us and discuss in more detail the nature of your review and any impact such review may have on your future operations.  We note that the Company has disposed of its Hair Restoration Business and its equity interest in Provalliance, a substantial component of its European operations, during the first half of fiscal year 2013.

1

Response

In future filings, the Company will expand the disclosure on the nature of the Company’s strategic review of non-core assets and the impact the review may have on our future operations. In particular, we will note that the purpose of our review is to determine whether certain of our assets and businesses that are outside our core business of operating beauty salons should be retained by the Company or whether there are beneficial opportunities to dispose of those assets, with a view toward improving our long-term profitability and monetizing certain of our investments.  We will note that executing on the sale of non-core assets may impact our operations by decreasing our total revenues, operating expenses and income or loss from equity method investments. For any particular transaction that is announced, we will disclose the impact those assets and businesses had on our operations.  In regards to the previously disclosed Hair Restoration and Provalliance transactions, Hair Restoration operates as a stand-alone business with a home office support function, located in Florida that is separate from Regis’ cost structure and Provalliance was operated independently from Regis with no cost allocations from Regis.

******

As specifically requested by the Commission, we acknowledge that:

·                  We are responsible for the adequacy and accuracy of the disclosure in the filings;

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

·                  We may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that this letter responds adequately to the Staff’s concerns. If you have any further comments or concerns, please do not hesitate to contact me at (952) 947-7777.

Sincerely,

/s/   Steven M. Spiegel

Steven   M. Spiegel

Executive   Vice President and Chief Financial Officer

cc:

Dean   Suehiro, Senior Staff Accountant

Robert   Shapiro, Staff Accountant

2

February 14, 2013

Via E -mail
Mr. Daniel J. Hanrahan
President and  Chief Executive Officer
Regis  Corporation
7201 Metro Boulevard
Edina , MN 55436

Re: Regis  Corporation
Form 10-K for the Year Ended  June 30 , 2012
Filed August 29 , 201 2
  File No. 1-12725
  Form 10 -Q for the Quarterly Period Ended Dec ember  31, 2012
  Filed  February 4, 2013
  File No. 1 -12725

Dear Mr. Hanrahan :

 We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not intend to
expand our review to other portions of your documents.   Please comply with the following
comments in future filings.  Confirm in writing that you will do so and explain to us how you
intend to comply.   In some of our comments, we may ask you to provide us with information so
we may better understand your disclosure.

Please respond to this letter within ten business days by providin g 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 , please tell us why in your response.

After reviewing the information  you provide in re sponse to these comments, we may
have additional comments.

Form 10 -K for the Fiscal Year Ended June 30 , 2012

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Gross Margin (Excluding Depreciation), Service Margin (E xcluding Depreciation) and Product
Margin (Excluding Depreciation), pages 47 and 48

1. Since you exclude depreciation from gross, service and product margins, these measures
are non -GAAP.   To avoid placing undue prominence to such non -GAAP measures,

Mr. Daniel J. Hanrahan
Regis Corporation
February 14, 2013
Page 2

 please present them after your discussion of GAAP operating results.  Additionally,
reconcile each non -GAAP measure to the most comparable GAAP measure, “gross
margin” that includes the allocation of applicable depreciation and amortization in cost of
revenue.  P lease revise or advise.

Form 10 -Q for the Quarterly Period Ended  December 31, 2012

Management’s Overview, page 28

2. We note your reference to the review of your non -core assets.  Please tell us and discuss
in more detail the nature of your review and any impact such review may have on your
future operations.   We note that the Company has disposed of its Hair Restoration
Business and its equity interest in Provaillance, a substantial component of its European
operations, during the first half of fiscal year 2013.

Please file all correspondence over EDGAR.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing 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 compa ny
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Robert Shapiro , Staff Accountant, at (202) 551 -3273 or Dean Suehiro ,
Senior Staff Accountant , at (202) 551 -3384 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at (202) 551 -3810 with any other
questions.

Sincerely,

/s/ Carlos Pacho for

Larry Spir gel
Assistant Director

March 29, 2012
 Via E-mail

Brent A. Moen Senior Vice President and Chief Financial Officer Regis Corporation 7201 Metro Boulevard Edina, Minnesota 55439
Re: Regis Corporation
Form 10-K for the Fiscal Year Ended June 30, 2011  Filed August 26, 2011
 File No. 1-12725
Dear Mr. Moen:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking any action with respect to the company or the filing and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

        S i n c e r e l y ,           / s /  K a t h l e e n  K r e b s ,  f o r           L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

T 952-947-7777 | 7201 Metro Boulevard | Minneapolis, Minnesota 55439

March 21, 2012

Via EDGAR

Securities and Exchange Commission

Attention:  Larry Spirgel

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:

Regis   Corporation

Form 10-K   for Fiscal Year Ended June 30, 2011

Filed   August 26, 2011

File   No. 1-12725

Dear Mr. Spirgel:

On behalf of Regis Corporation (“Regis” or the “Company”), we hereby respond to the Staff’s comment letter dated March 7, 2012.  This letter contains our responses to the Staff’s comments.  The Staff’s comments have been reproduced here in italics and the Company’s responses are detailed under those comments.

Signature Page

1.               Please identify who is signing as your principal executive officer(s).

Response

Randy Pearce, who held the title of President at the time of the filing of our Annual Report on Form 10-K for the year ended June 30, 2011, signed as our principal executive officer.  We acknowledge that we inadvertently omitted a parenthetical under his title stating “(Principal Executive Officer)” on the Signature Page and the certifications he signed that would have clarified his role.  In future filings, we will include such a parenthetical to clarify who is signing in the capacity of principal executive officer.

Please note that during the last year, we have experienced several management transitions at the most senior levels in our Company.  For many years prior to February 2011, Paul Finkelstein served as our President and Chief Executive Officer.  In February 2011, Mr. Pearce became our President, and we transitioned certain principal executive functions to him in connection with his new position, including executive level oversight of financial reporting and assessment of our control environment.  Accordingly, Mr. Pearce was serving these aspects of the principal executive officer role (although not all aspects of the principal executive officer role) at the time we filed our Quarterly Report on Form 10-Q for the quarter ended December 31, 2010 on February 9, 2011, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 on May 10, 2011, our Annual Report on Form 10-K for the year ended June 30, 2011 on August 26, 2011, and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 on November 9, 2011.  Our disclosure about our control review process in Item 9A of the Form 10-K and Item 4 of the Form 10-Qs is consistent in that we explained that our president and chief financial officer were the two officers conducting the applicable reviews of our controls.  We are aware of Question 14 in the Sarbanes-Oxley Act of 2002 — Frequently Asked Questions published by the Division of Corporation Finance, which notes that the person performing the chief executive functions should sign as the principal executive office, regardless of title.  Accordingly, our determination as to who would sign the report and certifications as principal executive officer was informed by this interpretation (we acknowledge that the interpretation specifically applies to certifications, but it seems that the same logic applies to the Signature Page).  As indicated above, we believe that our disclosure under Item 9A and Item 4 of the President’s role in evaluating controls explained that he was serving the principal executive function in this regard.

On January 24, 2012, Mr. Pearce announced his intention to retire from the Company at the end of the Company’s fiscal year ending June 30, 2012.  At that time, Mr. Finkelstein resumed principal executive responsibility for financial reporting and controls and thus signed as principal executive officer for our Quarterly Report on Form 10-Q for the quarter ended December 31, 2011 that was filed on February 6, 2012.  Mr. Finkelstein then retired from the Company on February 8, 2012.  At that time, the Company announced the formation of a search committee of independent directors to begin a search for a new Chief Executive Officer and that

1

Mr. Pearce would perform the functions of principal executive officer in his role as President.  Accordingly, from now until the date that a chief executive officer is appointed, Mr. Pearce will sign as principal executive officer and we will add a parenthetical clarifying that he is signing as principal executive officer.

Definitive Proxy Statement Incorporated by Reference Into Part III

Compensation Discussion and Analysis, page 17

2.               You disclose at the top of page 19 that “[t]he Committee has established an executive pay philosophy that targets total remuneration (i.e., base salary + annual and long-term incentives + benefits) around the market median…”  You make other references in your compensation discussion and analysis to considering market information when setting various elements of compensation.  Please provide more detailed disclosure about how the individual elements of compensation and total compensation of your named executive officers compare with market information and, in particular, the market medians.

Response

In future filings, we will further articulate how the individual elements of compensation and total compensation of our named executive officers compare with market information, to the extent that it remains part of the Committee’s philosophy and factors into setting compensation levels.

3.               You disclose on page 21 and elsewhere that you use EBITDA as a performance objective under your annual non-equity incentive plan.  We note, however, that your performance metric is a measure that is adjusted from EBITDA.  Therefore, please refer to the performance metric by another term, such as Adjusted EBITDA.

Response

To the extent that we use performance metrics that are adjusted from GAAP (or from standard defined terms such as EBITDA) for our incentive plans in future years, we will refer to those performance metrics by another term to denote that they are adjusted metrics (such as by using the word “adjusted”).

Long-term Incentive Compensation, page 26

4.               Please discuss why the company has a policy of awarding restricted stock that entitles the holder to vote and receive accumulated dividends on the shares prior to vesting.  Explain how these features support the goals of your long-term incentive compensation program.  Provide a similar discussion regarding awards of restricted stock units that accrue dividends.

Response

In future filings, we will further articulate how the features of our restricted stock and restricted stock units support the goals of our long-term incentive compensation program.  For example, one of the goals of our long-term incentive compensation program is to align the interests of our management with those of our shareholders.  As a result, we generally provide the holders of restricted stock and restricted stock units an opportunity to receive dividends to the extent that, and on the same basis as, our shareholders receive dividends, which positions them to think and act like shareholders.  The dividend features allow the holders of the equity awards to participate to the extent we are returning capital to shareholders, which incentivizes them to operate the business in a manner that seeks to optimize those types of shareholder return methods that maximize value for all our shareholders.  With respect to restricted stock awards, the dividends accrue and are paid only when and as the underlying restricted stock vests, and thus create a further retention incentive and opportunity for increased value that aligns with return to our shareholders.  With respect to restricted stock units, the dividends are paid in cash as they are earned, when and to the extent we pay dividends on our common stock (note that the dividends are paid as they are declared and paid on our common stock — the disclosure about restricted stock units in our proxy statement does not suggest that dividends on restricted stock units accrue).  With respect to the restricted stock awards, since the restricted stock is outstanding, it has the right to vote like all other outstanding shares of our stock, which we again believe incentivizes the restricted stock holder to think and act like a shareholder.

******

As specifically requested by the Commission, we acknowledge that:

·We are responsible for the adequacy and accuracy of the disclosure in the filings;

2

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

·We may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that this letter responds adequately to the Staff’s concerns. If you have any further comments or concerns, please do not hesitate to contact me at (952) 947-7777.

Sincerely,

/s/   Brent A. Moen

Brent   A. Moen

Senior   Vice President and Chief Financial Officer

cc:

Gregory   Dundas, Attorney-Advisor

Kathleen   Krebs, Special Counsel

3

March 7, 2012
 Via E-mail

Brent A. Moen Senior Vice President and Chief Financial Officer Regis Corporation 7201 Metro Boulevard Edina, Minnesota 55439
Re: Regis Corporation
Form 10-K for the Fiscal Year Ended June 30, 2011  Filed August 26, 2011
 File No. 1-12725
Dear Mr. Moen:

We have reviewed your filing 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.
 Please respond to this letter within ten business days and indicate that you will comply
with our comments in future filings.  Confirm in  writing that you will do so and also explain to
us how you intend to comply.  If you do not believe our comments apply to your facts and circumstances or do not believe compliance in future disclosure is appropriate, please tell us why in your response.
   After reviewing the information you provide in response to these comments, we may
have additional comments.  Signature Page

 1. Please identify who is signing as your principle executive officer(s).
 Definitive Proxy Statement Incorporated by Reference Into Part III

 Compensation Discussion and Analysis, page 17

 2. You disclose at the top of page 19 that “[t]he Committee has established an executive pay
philosophy that targets total remuneration (i.e., base salary + annual and long-term incentives + benefits) around the market median…”  You make other references in your compensation discussion and analysis to considering market information when setting various elements of compensation.  Please provide more detailed disclosure about how

Brent A. Moen Regis Corporation March 7, 2012 Page 2

 the individual elements of compensation and total compensation of your named executive
officers compare with market information and, in particular, the market medians.
 3. You disclose on page 21 and elsewhere that you use EBITDA as a performance objective
under your annual non-equity incentive plan.  We note, however, that your performance metric is a measure that is adjusted from EBITDA.  Therefore, please refer to the performance metric by another term, such as Adjusted EBITDA.
 Long-term Incentive Compensation, page 26

 4. Please discuss why the company has a policy of awarding restricted stock that entitles the
holder to vote and receive accumulated dividends on the shares prior to vesting.  Explain how these features support the goals of your long-term incentive compensation program.  Provide a similar discussion regarding awards of restricted stock units that accrue dividends.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing 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 disclosure 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;
 the company may not asset staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.  You may contact Gregory Dundas, Attorney-Advisor, at (202) 551-3436, Kathleen
Krebs, Special Counsel, at (202) 551-3350, or  me at (202) 551-3810 with any questions.
         S i n c e r e l y ,           / s /  K a t h l e e n  K r e b s ,  f o r           L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

AMY C. SEIDEL

ASeidel@faegre.com

(612) 766-7769

November 2, 2011

Ms. Mellissa Campbell Duru

Special Counsel

Office of Mergers and Acquisitions

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re:                             Regis Corporation

Soliciting Materials filed on Schedule 14A

Filed October 5, 12 & 20, 2011

File No. 001-12725

Dear Ms. Campbell:

We are counsel to Regis Corporation (“Regis”) and are writing in response to your letter dated October 21, 2011, regarding the proxy materials identified above.

As we discussed, we received your letter dated October 21, 2011 and promptly circulated to it to Regis and Regis’ other legal advisors.  Upon reviewing the letter, we concluded that the comments were forward-looking in that they required or permitted Regis to address them in future filings.  Regis and its advisors understood that it would need to comply with and respond to the comments in the event of any future filings; however, Regis determined during the time period between receipt of the letter and the annual shareholders meeting, which was held on October 27, 2011, not to issue any further shareholder communications.  Regis acknowledges the comments and will comply with the spirit of the comments in any future communications on similar topics.

***

Attached is a written acknowledgement by Regis of certain matters as requested in your comment letter.

Should you have further questions or comments or need any further information or clarification, please contact me or any of the persons on the distribution list attached as Schedule I.

Sincerely,

/s/   Amy C. Seidel

Amy   C. Seidel

Partner

Enclosure

cc:                                 Eric A. Bakken, General Counsel, Regis Corporation

Attached Distribution List

2

SCHEDULE I

DISTRIBUTION LIST

David A. Katz

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Phone: (212) 403-2309

Fax: (212) 403-2000

E-mail: DAKatz@WLRK.com

Steven A. Rosenblum

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Phone: (212) 403-1221

Fax: (212) 403-2221

E-mail: SARosenblum@WLRK.com

Gordon S. Moodie

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Phone: (212) 403-1180

Fax: (212) 403-2180

E-mail: GSMoodie@WLRK.com

Philip S. Garon

Faegre & Benson LLP

2200 Wells Fargo Center

90 South Seventh Street

Minneapolis, MN 55402-3901

Phone: (612) 766-8801

Fax: (612) 766-1600

E-mail: PGaron@Faegre.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  October 21, 2011

Via Email
Mr. Steven Wolosky
Olshan Grundman Frome Rosenzweig & Wolosky Park Avenue Tower
65 East 55th Street
New York, NY 10022
 Re: Regis Corporation
  Soliciting Materials filed on Schedule 14A
Filed October 12 and 20, 2011 by Starboard Value & Opportunity Master Fund Ltd., et al.  File No. 1-12725
Dear Mr. Wolosky:
 We have conducted a limited review of the filings listed above and have the
following comments.   General

1. In future filings, please be consistent in  how you reference the recommendations of
the proxy advisory firms.  For example, pl ease consistently refe rence the distinction
in the recommendations provided by ISS as opposed to Glass Lewis to inform
shareholders that Glass Lewis recommended only one of the three Starboard nominees.
 Soliciting Materials filed October 12, 2011

2. Please supplementally provide support for the assertion regardi ng Starboard’s ten-
year track record, which is referenc ed on page 2 of the presentation.

3. Refer to prior comment 13 of our ini tial letter to you dated September 13, 2011.
Throughout the presentation, many of your opi nions appear to be presented as
factual. We remind you that each statement or assertion of opinion or belief should
be characterized as such and a reasonable basis for each opinion or belief must exist.  The following is a non-exclusive list of examples of statements or assertions
in your materials that should be characte rized as your opinion in future filings:

Mr. Steven Wolosky
Olshan Grundman Frome Rosenzweig & Wolosky October 21, 2011 Page 2

 “[h]istorical cost cuts are illusory…,”;
 “significant capital expenditures and acquisitions have destroyed shareholder
value…”;
 “[o]ur nominees are better…,” and;
 assertions implying that Regis’ corpor ate governance initiatives are solely
reactionary and in response to  pressure exerted by Starboard.

Closing Comments

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed investment  decision.  Since the participants are in
possession of all facts relating to the participan ts’ disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
 In connection with responding to our comments, please provide, in writing, a
statement from the participants acknowledging that:
 the participants are responsible for the ad equacy and accuracy of the disclosure 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 participants may not assert staff co mments as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

 In addition, please be advised that the Division of Enforcement has access
to all information you provide to the staff of the Division of Corporation Finance in
our review of your filing or in response to our comments on your filing.
   Please direct any questions to me  at (202) 551-3757.  You may also
contact me via facsimile at (202) 772-9203.  Please send all correspondence to us at
the following ZIP code: 20549-3628.

Mr. Steven Wolosky
Olshan Grundman Frome Rosenzweig & Wolosky October 21, 2011 Page 3

        S i n c e r e l y ,         /s/ Mellissa Campbell Duru        M e l l i s s a  C a m p b e l l  D u r u        S p e c i a l  C o u n s e l        Office of Mergers and Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  September 23, 2011

Via Email
Mr. Steven Wolosky
Olshan Grundman Frome Rosenzweig & Wolosky Park Avenue Tower
65 East 55th Street
New York, NY 10022
 Re: Regis Corporation
  Amendment No. 1 to Preliminar y Proxy Statement on Schedule 14A
Filed September 16, 2011 by Starboard Value & Opportunity Master Fund Ltd., et al.  File No. 1-12725
We have conducted a limited review of  the filing listed above and have the
following comments.    PRRN 14A

 General

 1. Please be mindful of prior comment 1 and continue to update the information
included in the proxy statement as of th e most reasonable practicable date.

2. We note your response to prior comment 3.  As done in your response, please revise
to clarify how you are de fining “significant” each
 time reference is made to the
participants being “significant” share holders.  Please explain why you believe
ownership of 5.1% of shares constitutes signific ant shareownership.   Otherwise,
please remove the assertion.
 We believe the company shoul d fully explore …, page 7

3. The basis for your assertion that potential ac quirers “would be better able to realize
the value of the asset”  is not apparent.  Please revise or  advise.  Further, provide
context to your statement re garding the interest  of potential acquire rs by specifying
whether the participants are aware of any interest expressed by third parties for the
non-core assets referenced.

Mr. Steven Wolosky
Olshan Grundman Frome Rosenzweig & Wolosky September 23, 2011 Page 2
 4. Refer to disclosure on pages 8-9.  Please s upplement the disclosure to further clarify
whether the nominees’ cost reduction plans include plan s to reduce the company’s
current workforce and if so, by what percentage.
 Proposal No. 1, page 10

 Election of Directors, page 10

 The Nominees, page 10

5. Please provide supplemental support for the statement regarding Mr. Fogarty’s
involvement with the “successful turnaround”  of American Italian Pasta Company.
 Proposal No. 2, page 13

 6. Revise to specify the recommendation you ar e making with respect to Proposal No. 2
 Quorum; Discretionary Voting, page 16

7. Revise to clarify further that due to the c ontested nature of the election, none of the
matters are considered routine.  Accordingl y, brokers will not be  able to exercise
discretionary voting authority with re spect to any of the proposals.

Closing Comments
 As appropriate, please amend your filing and promptly respond to these
comments.  You may wish to provide us w ith 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 amendment and responses to our comments.
 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed investment  decision.  Since the participants are in
possession of all facts relating to the participan ts’ disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a
statement from the participants acknowledging that:
 the participants are responsible for the ad equacy and accuracy of the disclosure in
the filing;
 staff comments or changes to disclosure  in response to staff comments do not

Mr. Steven Wolosky
Olshan Grundman Frome Rosenzweig & Wolosky September 23, 2011 Page 3
 foreclose the Commission from taking any action with respect to the filing; and

 the participants may not assert staff co mments as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

 In addition, please be advised that the Division of Enforcement has access
to all information you provide to the staff of the Division of Corporation Finance in
our review of your filing or in response to our comments on your filing.
   Please direct any questions to me  at (202) 551-3757.  You may also
contact me via facsimile at (202) 772-9203.  Please send all correspondence to us at
the following ZIP code: 20549-3628.
         S i n c e r e l y ,         /s/ Mellissa Campbell Duru        M e l l i s s a  C a m p b e l l  D u r u        S p e c i a l  C o u n s e l
      Office of Mergers and Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
       DIVISION OF
CORPORATION FINANCE
September 20, 2011
Amy Seidel, Esq.Via Facsimile
Faegre & Benson LLP
2200 Wells Fargo Center90 South Seventh StreetMinneapolis, MN 55402-3901
Re:  Regis Corp.
Preliminary Proxy Statement on Schedule 14A
Amendment No. 1 to Pre liminary Proxy Statement
Filed September 14, 2011File No. 1-12725
Dear Ms. Seidel:We have reviewed your filings 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.
Please respond to this letter by amendi ng your filing, 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 ame ndment is appropriate, please tell us why
in your response.
After reviewing any amendment to your filing and the information you
provide in response to these comment s, we may have additional comments.
Solicitation of Pr oxies, page 1
1. Please include information as of the most  reasonable practicable date.  In this
regard, please fill in all blanks and missi ng information.  For example, please
provide the information required by  Item 4(b)(4) of Schedule 14A.
2. It appears that you intend to solicit proxies by mail, tele phone, facsimile, email or
other electronic means or ot her methods of communication.  Consistent with Item
4(b)(1) of Schedule 14A, please clarify all other means, inclusive of the Internet

Ms. Amy Seidel
Faegre & Benson LLPSeptember 20, 2011Page 2
that will be used to solicit proxies.  See our comments below.
3. Please be advised that all
written soliciting materials, including any e-mails,
scripts, or written public stat ements to be used in solic iting proxies must be filed
under the cover of Schedule 14A on the date of first use.  Refer to Rule 14a-6(b)
and (c).  Please conf irm your understanding.
4. Please inform us of whether you also pl an to solicit proxies via internet chat
rooms and tell us which websites you plan to utilize. Please advise us of your plans, if any, to comply with Rules 14a-6, 14a-9 and 14a-12 for any such online
communications.
Vote Required, page 4
5. You indicate that brokers will have discretionary authority to vote the
shareholder’s shares of common stock for proposal No. 2, ratification of the
appointment of the auditors.  It is our und erstanding that in a contested election, a
broker does not have discretiona ry authority to vote on any proposals to be voted
on at the meeting, whether routine or  not. Please revise your disclosure
accordingly.
Election of Directors, page 5
6. Please provide support for the assertion that during Mr. Finkelstein’s tenure,
Regis has “solidified its status as the hair care industry’s global leader…”
7. You disclose that “[d]uring Ms. Hoyt’s tenure at Staples, Staples experienced
significant international growth, both organically and through acquisition…”
Your disclosure implies a link between Ms. Hoyt’s tenure and actions while at
Staples and the company’s success during that  period.  The basis for this assertion
is not apparent.  Please revise to pr ovide support for the implied assertion or
advise.
***
We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all information required under
the Securities Exchange Act of 1934 and that they have  provided all information
investors require for an informed investme nt decision.  Since the participants are in
information investors require for an informed investment decision.  Since the participants
are in possession of all facts relating to thei r disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Ms. Amy Seidel
Faegre & Benson LLPSeptember 20, 2011Page 3
In connection with responding to our comment, please provide, in writing, a
statement from the participants acknowledging that:
/g130the participants are responsible for the adequacy and accuracy of the
disclosure in the filing;
/g130staff 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;
/g130the participants may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Di vision of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in  response to our comments on your filing.
You may contact me at (202) 551-3757 if you have any questions regarding our
comments.
Sincerely,
/s/ Mellissa Campbell Duru
Mellissa Campbell Duru
Special CounselOffice of Mergers and Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  September 13, 2011

Via Email
Steven Wolosky, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky Park Avenue Tower 65 East 55th Street
New York, NY 10022

  Re: Regis Corporation
  Preliminary Proxy Statement on Schedule 14A
Filed September 2, 2011 by Starboard Value & Opportunity Master Fund Ltd., Starboard Value LP, St arboard Value and Opportunity’s
LLC, Starboard Value GP LLC, Starboard Principal CO LP,
Starboard Principal CO GP LLC, James P. Fogarty, Jeffery C. Smith, David P. Williams, Peter A. Feld , and Mark Mitchell (“Starboard”)
File No. 1-12725

We have conducted a limited review of  the filing listed above and have the
following comments.  The scope of our review is limited to the matters identified in our
comments below.  Where indicated, we th ink you should revise your document in
response to these comments.  If you disagree , we will consider your explanation as to
why a comment is inapplicable or a revisi on is unnecessary.  Pleas e be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or  may not raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone number listed at  the end of this letter.

Mr. Steven Wolosky
Olshan Grundman Frome Rosenzweig & Wolosky September 13, 2011 Page 2
 PREC 14A

 General

 1. Please include information as of the most reas onable practicable date.  In this regard,
please fill in all blanks and missing inform ation and update the information you have
already provided or bracketed.
2. Please refer to our prior comment.  Please update the total amount and percentage of
shares beneficially owned by the Star board group as of the most reasonable
practicable date n accordance with  Item 5(b)(iv) of Schedule 14A.
 3. Refer to disclosure on page 1 in which th e participants describe themselves as
“significant” shareholders.  Based on the total amount of securities held by the
participants and even assuming conversion of  the 5% convertible senior notes, the
basis for this statement is not a pparent.  Please revise or advise.
 Background to the Solicitation, page 4

4. Please supplement your disclosu re in the background secti on to further describe the
relationships between the part icipants, if any.  For exampl e, succinctly disclose all
prior relationships between or amongst each of the participants that led to the current
solicitation.
5. Clarify the material topics addressed in the August 16, 2011 letter Starboard delivered
to the board of directors of the company.  For example, if not already included in the
current proxy statement, describe the data presented to the board that supported the
Starboard participants’ belief that the co mpany is undervalued and is trading “far
below its specialty retail peers as a resu lt of deteriorating op erating results.”
 6. Please supplement the disclosure to descri be the potential alternatives suggested by
Starboard in its August 16, 2011 letter.
 Reasons for the Solicitation, page 5

 7. We note the concerns the participants ha ve with regard to the company and its
management.  Please describe in greater de tail the specific plans the nominees have,
if any, that would “significantly  reduce the company’s operating expenses, re-focus
the company on its core North American salon business,” and address the other
concerns outlined.  For example, describe any plans involving the restructuring of the
North American salon business field orga nization and how other cost reductions
described could be achieved.  If there are no sp ecific plans, revise to state this fact.

Mr. Steven Wolosky
Olshan Grundman Frome Rosenzweig & Wolosky September 13, 2011 Page 3
 “We believe the Company should fully expl ore strategic alternatives…,”  page 7.

 8. Please supplement the disclosure to provide an  inclusive list of all of the assets the
participants are identifyi ng as “non-core” assets.

9. Please see our comment above.  Clarify how  the nominees would “monetize” the non-
core assets.  Further, if the nominees inte nd to lobby for a sale of a particular non-
core business versus another, revise to st ate this fact.  Please  provide quantitative
data, if any, to provide context to disclo sure regarding the pa rticipants’ beliefs
regarding the impact of  such a transaction.  If there are no plans, revise to state this
fact.
 We are concerned that executive compensation… page 7

 10. Supplementally provide us with the releva nt excerpts of the Glass Lewis & Co.
reports referenced.
11. Please update, to the extent possible, the disclosure regarding ISS Proxy Advisory
Service’s review of the Company’s compensation practices for 2011.
 We are concerned with the Board’s lack  of sufficient stock ownership, page 8

12. Refer to disclosure contrasting the board’s ownership of shares held “outright” versus
shares granted by the company.  Please clarif y further the relevan ce of the distinction
you are making and how this supports the part icipants’ belief that the board lacks
sufficient stock ownership.  We may have further comment.
 13. Please characterize each statement or asse rtion of opinion or belief as such, and
ensure that a reasonable basis for each opi nion or belief exists.  In addition, support
for opinions or beliefs should be self-evide nt, disclosed in your materials or provided
to the staff on a supplemental basis with a view toward disclosure.  We cite the
following non-exhaustive examples of statem ents or assertions in your materials
which require supplemental support and whic h may need to be recharacterized as
statements of belief or opinion:

 “[w]e believe the company has a high er portion of its cost structure
dedicated to corporate overh ead than virtually any other U.S. retailer of a similar
size…”;
 “[w]e believe the Company cu rrently trades at a steep
 discount to the
value of the sum of its parts and at an EB ITDA multiple that is far below its specialty
retail peers…”; (emphasis added) and,
 “[o]ur nominees have the experience and qualifications necessary to
maximize  value for shareholders…” (emphasis added).

Mr. Steven Wolosky
Olshan Grundman Frome Rosenzweig & Wolosky September 13, 2011 Page 4
 Where the basis of support is other docume nts such as reports, articles, internal
estimates, or opinions, if any, provide either  complete copies of the documents or
sufficient pages of information so th at we can assess the context of the
information upon which you rely.  Mark any supporting documents provided to identify the specific information relied upon, such as quoted statements, financial
statement line items, press releases, and mathematical computations, and identify the sources of all data utilized.

Proposal No. 1, page 10

14. Please disclose the provisions of the company’s governing instruments which you
believe permitted you to nominate the current slate of candidates.  Further, please revise to state whether or not the nominat ions were made timely and whether the
Starboard group is in compliance with the pr ovisions of such governing instruments.
 15. We note reference to Mr. Smith’s involveme nt in transactions at The Fresh Juice
Company in which sales were “quadrupl[e d]” and market value was “doubl[ed].”
Clarify further how Mr. Smith helped to or chestrate the transactions referenced and
provide context to the statement by clarif ying the degree of his involvement.  Also,
please provide support for the statements  made regarding the success of the
transactions referenced.

16. Please supplement your disclosure to s upport and explain the statement that the
nominees possess “relevant” experience and “operational expertise”, given their backgrounds as compared to the industry  within which the company operates.
 Voting and Proxy Procedures, page 14

 17. Consistent with the requirements set forth in Item 21(b) of Schedule 14A, revise to
disclose the effect of abstentions and br oker non-votes with regard to the advisory
votes once proposals 3 and 4 are in cluded in the proxy statement.
 Discretionary Voting, page 15

18. You state that the ratificati on of auditors is a “routine matter” for which brokers do
not need voting instruction in order to vote sh ares held by their customers.  It is our
understanding that in a cont ested election, a broker does not have discretionary
authority to vote on any  proposals to be voted on at th e meeting, whether routine or
not.  Please revise your di sclosure accordingly.
 Solicitation of Proxies, page 16

19. It appears that you intend to  solicit proxies via mail, facsimile, telephone, telegraph,

Mr. Steven Wolosky
Olshan Grundman Frome Rosenzweig & Wolosky September 13, 2011 Page 5
 Internet, in person and by advertisements.  Please be advised that all written soliciting
materials, including any e-mails or scripts to  be used in solici ting proxies must be
filed under the cover of Schedule 14A on the date  of first use.  Refer to Rule 14a-6(b)
and (c).  Please confirm your understanding.
20. Given that you may solicit prox ies via the Internet, please tell us whether you plan to
solicit via internet chat rooms, and if so, te ll us which websites you plan to utilize.

Incorporation by Reference, page 19

21. You refer security holders to information that you are requi red to provide that will be
contained in the company’s proxy statement for the annual meeting.  We presume that you are relying upon Rule 14a-5(c) to refer to this information.  If so, please note that
we believe that reliance upon Rule 14a-5(c ) before the company distributes the
information to security holders would be  inappropriate.  Alternatively, if you
determine to disseminate your proxy statem ent prior to the distribution of the
company’s proxy statement, you must undert ake to provide the omitted information
to security holders.  Please advise  as to your intent  in this regard.
 Form of Proxy Card

 22. Please file a revised form of proxy card that sets forth all of the proposals to be voted
upon at the annual meeting.

Closing Comments

 As appropriate, please amend your filing and promptly respond to these
comments.  You may wish to provide us w ith 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 amendment and responses to our comments.
 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed investment  decision.  Since the participants are in
possession of all facts relating to the participan ts’ disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a
statement from the participants acknowledging that:
 the participants are responsible for the ad equacy and accuracy of the disclosure in

Mr. Steven Wolosky
Olshan Grundman Frome Rosenzweig & Wolosky September 13, 2011 Page 6
 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 participants may not assert staff co mments as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

 In addition, please be advised that the Division of Enforcement has access
to all information you provide to the staff of the Division of Corporation Finance in
our review of your filing or in response to our comments on your filing.
   Please direct any questions to me  at (202) 551-3757.  You may also
contact me via facsimile at (202) 772-9203.  Please send all correspondence to us at
the following ZIP code: 20549-3628.
         S i n c e r e l y ,
      /s/ Mellissa Campbell Duru
       M e l l i s s a  C a m p b e l l  D u r u        S p e c i a l  C o u n s e l        Office of Mergers and Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 3720
April 13, 2010

Mr. Randy L. Pearce Chief Financial Officer Regis Corporation 7201 Metro Boulevard Edina, Minnesota 55439
 RE: Regis Corporation
Form 10-K for Fiscal Year  Ended June 30, 2009
  Filed August 28, 2009
File No. 1-12725

Dear Mr. Pearce:   We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.             S i n c e r e l y ,             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

T 952-947-7777 | 7201 Metro Boulevard | Minneapolis, Minnesota 55439

March 23, 2010

Via EDGAR

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO RULE 83 BY REGIS CORPORATION

Securities
and Exchange Commission

Attention:  Larry Spirgel

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

  Re:

  Regis
  Corporation

  Form 10-K
  for Fiscal Year Ended June 30, 2009

  Filed
  August 28, 2009

  Form 10-K/A
  for Fiscal Year Ended June 30, 2009

  Filed
  November 25, 2009

  Form 10-Q
  for Fiscal Quarter Ended December 31, 2009

  Filed
  November 9, 2010

  File
  No. 1-12725

Dear
Mr. Spirgel:

On
behalf of Regis Corporation (“Regis” or the “Company”), we hereby respond to
the Staff’s comment letter dated March 9, 2010.  This letter contains the responses to the
Staff’s comments.  The Staff’s comments
have been reproduced here in italics and the Company’s responses are detailed
under those comments.

Form 10-Q
for Fiscal Quarter Ended December 31, 2009

Note
2.  Discontinued Operations, page 10

1.     We note here and at page 26
that you recorded out-of-period error corrections relating to income taxes
during the quarter ended September 30, 2009.  In addition, we note at page 122 of your
Form 10-K/A that you recorded a correction of error relating to income
taxes during the fiscal year ended June 30, 2009.  Please provide us with a detailed analysis
showing the quantitative and qualitative effects of these errors on each period
presented and how you determined that they are immaterial under the guidance of
SAB 99 and SAB 108.  Also, in light of
the corrections in consecutive periods, explain how you considered the errors
in your assessment of controls under Items 3-07 and 3-08 of Regulation S–K.

Response

SAB 99
and SAB 108-Quantitative and Qualitative Analysis

The
Company, including senior management and the Company’s audit committee,
concluded that the out-of-period error corrections and uncorrected errors were
not material to the financial statements as a whole both individually and in
the aggregate.  The Company considered
both the relevant qualitative and quantitative factors related to both the
continuing operations and discontinued operations assessments in reaching its
conclusions.  The misstatements were
discussed thoroughly at the Company’s audit committee meetings on August 18,
2009 and October 28, 2009, among the Company’s management, audit committee
and auditors.

The
Company contemporaneously evaluated the financial statement misstatements and
documented its evaluation and conclusions in accordance with Staff Accounting
Bulletin No. 99 (SAB No. 99) and Staff Accounting Bulletin No. 108
(SAB No. 108) prior to filing the Form 10-K for the year ended June 30,
2009 and the Form 10-Q for the quarter ended September 30, 2009.

RGS-001

A
description of the Company’s evaluation and conclusions are documented below.  The out-of-period error corrections that were
disclosed in the Company’s Form 10-K for the year ended June 30, 2009
and the Form 10-Q for the quarter ended September 30, 2009 were
related to deferred income tax balances.
In addition, there were other out-of-period error corrections and
certain uncorrected errors that were considered in the Company’s SAB No. 99
and SAB No. 108 evaluations.

Prior
to the analysis documented below, it is important to understand that the
Company’s net income from continuing operations as reported for fiscal year
2009 (FY 2009) was impacted significantly from special items.  The impact of the special items is best
illustrated by a rollforward of net income from continuing operations
(reported) to net income from continuing operations (operational).  Operational results are described in more
detail under the qualitative considerations.
The amounts below are in thousands and are net of tax.

  FY 2009

  Net Income—Continuing Operations (Reported)

  $

  6,970

  Impairment of equity method
  investment-Provalliance

  27,818

  Impairment of equity method investment-Intelligent
  Nutrients

  4,798

  International goodwill impairment

  40,323

  Lease termination costs

  5,642

  Workers’ compensation reserve adjustment

  (6,260

  )

  Net Income—Continuing Operations (Operational)

  $

  79,291

As
a result of the impact of the special items, the impact of the errors as a
percentage of income amounts  on an “as
reported” basis are unusually high and the Company believes the qualitative
factors are significant to determining if the items caused the financial
statements as a whole to be misstated. To illustrate this point, the summary
below provides earning trends between FY 2008, FY 2009 and budgeted FY 2010.

  FY 2008

  FY 2009

  FY 2010(2)

  Net Income—Continuing Operations (Reported)

  $

  83,901

  $

  6,970

  $

  [*]

  Net Income—Continuing Operations (Reported) –as
  adjusted for all out-of-period adjustments

  $

  84,801

  $

  9,470

  $

  [*]

  Net Income—Continuing Operations (Operational(1))

  $

  83,526

  $

  79,291

  $

  [*]

  Net Income—Continuing Operations
  (Operational(1))-as adjusted for all out-of period adjustments

  $

  84,426

  $

  81,791

  $

  [*]

Note

(1)   Operational income from continuing operations is a focus of
investors and represents (loss) income from continuing operations adjusted for
special items as addressed in more detail later.

(2)   The FY 2010 impact was based on the Company’s estimate of the
respective reported and operational budgeted net income from continuing
operations for the full fiscal year.

Because
there are a number of reporting periods impacted and the errors have differing
impacts on the Company’s income from continuing operations and income/(loss)
from discontinued operations, the following discussion first addresses the
impact on continuing operations followed by a discussion related to the impact
on discontinued operations.

June 30,
2009 — Impact on Continuing Operations

Within
the Company’s FY 2009, the Company became aware of and recorded two
out-of-period adjustments that should have been recorded in financial
statements of prior years.  In addition,
in connection with the FY 2009 audit, two items were identified but were not
recorded by the Company.   These
adjustments are each described below.

The
tables below reconcile the Company's pretax and after tax income from
continuing operations for FY 2009 “as reported” in the Company's previous
filings to an “adjusted basis” (i.e., rollover basis) as if all of the
adjustments had been recorded in the appropriate period (Dollars in thousands):

  FY 2009

  Income from continuing operations before income
  taxes and equity in (loss) income of affiliated companies-as reported

  $

  78,766

  Out-of-period adjustment recorded- Health
  insurance IBNR

  (1,500

  )

  Adjustment not recorded- long-lived asset
  impairment

  (700

  )

  Income from continuing operations before income
  taxes and equity in (loss) income of affiliated companies-as adjusted for all
  adjustments

  $

  76,566

  Impact of errors on as reported amounts

  2.8

  %

  FY 2009

  Income from continuing operations -as reported

  $

  6,970

  Out-of-period adjustments recorded:

  Health insurance IBNR (tax affected)

  (900

  )

  Deferred income taxes

  3,800

  Adjustment not recorded -long-lived asset
  impairment (tax affected)

  (400

  )

  Income from continuing operations -as adjusted for
  all adjustments

  $

  9,470

  Impact of errors on as reported amounts

  35.9

  %

Note
that the unrecorded adjustment of $0.4 million related to deferred income taxes
below does not impact the analysis above and is addressed as part of the iron
curtain that follows.

The
prior years financial statement items corrected in the FY 2009 financial
statements were:

1. Deferred income taxes — During Q4 of FY 2009, the
Company recorded an adjustment to correct its deferred income tax balances as a
result of errors detected by the Company during its FY 2009 process to redesign
and enhance internal controls related to the validation of deferred income tax
balances.  The adjustment increased the
Company’s FY 2009 income tax provision by $3.8 million. The adjustment
represents a correction of accumulated errors from numerous prior fiscal years.  The Company determined the impact to any
prior period financial statements was immaterial.

2. Health insurance IBNR — In Q1of FY 2009, the
Company recorded an adjustment for a change in estimate to its health insurance
IBNR accrual of $1.5 million ($0.9 million net of tax) that related to FY 2008.  During FY 2008, the Company identified that a
modification to the actuarial assumptions may have been warranted.  The impact of such modification was
judgmental at June 30, 2008 and was not recorded within the Company’s
financial statements as the potential impact was not considered material.  The Company performed an in-depth analysis
during the first quarter of FY 2009 and adjusted the health insurance accrual
accordingly. The Company determined the quantitative impact of the Q1 FY 2009
IBNR adjustment was immaterial to the September 30, 2008 net income from
continuing operations.

Additionally,
the Company considered the following items which were not corrected by the
Company:

* Portions omitted pursuant to a
request for confidential treatment and filed separately with the Securities and
Exchange Commission.

RGS-002

1.  Long-lived asset impairment- The long-lived
asset adjustment estimated to be $0.7 million ($0.4 million net of tax) related
to one salon (of nearly 8,000 company-owned) identified as impaired, but the
Company had not reserved for the excess of carrying value over the fair value
of the long lived assets. The amount of the estimated item was not the result
of a known error, but was calculated by extrapolating the recorded carrying
value to the entire population. The estimate was not recorded by the Company in
Q4 of FY 2009 because the amount of the potential error was based on
extrapolation and was considered to be immaterial.  The matter was fully investigated in Q1 of FY
2010 and the actual amount of impairment was negligible.

2. Deferred income taxes — During Q4 of FY 2009, the
Company determined that the $3.8 million increase to income taxes (discussed
above) should have been approximately $4.2 million.  The Company did not record the additional
$0.4 million as tax expense in FY 2009 as the amount was estimated and subject
to further analysis, but not considered material.  The Company recorded the additional $0.4
million as tax expense in Q1 FY 2010 as discussed below.  This item only impacts the iron curtain
analysis below.

September 30,
2009 — Impact on Continuing Operations

Within
Q1 of fiscal year 2010 (FY 2010), the Company assessed the materiality of a
financial statement item which should have been recorded in prior years
financial statements and was recorded within the Q1 FY 2010 financial
statements.

The
prior years financial statement item corrected in the Q1 FY 2010 financial
statements was:

1. Deferred income taxes — During Q1 of FY 2010, the
Company recorded the adjustment (discussed above) to correct its prior year
deferred income tax balances.  The
adjustment increased the Company’s Q1 FY 2010 income tax provision by $0.4
million.

Quantitative
Analysis — Continuing Operations

Rollover
Approach

Net
income from continuing operations (reported and operational(1)) were impacted
by the out-of-period error corrections and certain unrecorded errors as
follows:

  FY 2009(2)

  Q1 FY2010

  FY 2010(3)

  Net Income – Continuing Operations (Reported)

  35.9

  %

  8.8

  %

  [*

  ]%

  Net Income – Continuing Operations
  (Operational(1))

  3.2

  %

  2.3

  %

  [*

  ]%

Note

(1)   Operational income from continuing operations
represents (loss) income from continuing operations adjusted for special items (see
above for rollforward).

(2)   The impact of the errors was
significant as a percentage because FY 2009 income from continuing operations
(reported) was significantly less than the prior year due to the items
specified in the rollforward above and the expected amount for FY 2010.  See table below in qualitative analysis which
addresses trend in reported earnings.

(3)   The FY 2010 impact was based
on the Company’s estimate of the respective reported and operational budgeted
net income from continuing operations for the full fiscal year.

Iron
Curtain Approach

Net
income from continuing operations (reported and operational(1)) were impacted
by the adjustments as follows:

  FY2009(2)

  Q1 FY2010(3)

  FY 2010(3)

  Net Income – Continuing Operations (Reported)

  (11.8

  )%

  0.0

  %

  [*

  ]%

  Net Income – Continuing Operations
  (Operational(1))

  (1.0

  )%

  0.0

  %

  [*

  ]%

Note

(1)   Operational income from
continuing operations represents (loss) income from continuing operations
adjusted for special items (see above for rollfarward).

(2)   Errors had opposite impact
under iron curtain approach as the iron curtain approach only considered
unrecorded items. The errors in aggregate amounted to $0.8 million comprised of
the $0.4 million deferred tax adjustment and the $0.4 million (net of tax)
long-lived asset impairment adjustment.

(3)   Q1 FY10 and budgeted FY10
net income from continuing operations was not impacted by the adjustment under
the iron curtain approach as there is no misstatement existing in the balance
sheet as of September 30, 2009 and June 30, 2010.

*
Portions omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.

RGS-003

Qualitative
Considerations - Continuing Operations

The
Company believes the qualitative aspects are equally significant to determining
if the items caused the financial statements as a whole to be misstated.

· The impact of
the items did not affect incentive compensation payouts under the Company’s
Short Term Incentive Compensation plan as the Company did not achieve its
earnings per share (EPS) target for FY 2009.
Note, the Company did achieve the performance objectives established
under a supplemental award program.  The
supplemental award program was based on reducing debt, reducing inventory,
reducing capital expenditures, reducing investments in and expenses related to
acquisitions and reducing budgeted operating expenses.  The items did not impact the achievement of
the supplemental award program in FY 2009.
The impact of the items are not expected to affect the incentive
compensation payouts in FY 2010.

· The impact of
the items in FY 2009 and FY 2010 did not affect compliance with loan covenants,
contractual requirements or regulatory compliance.

· The impact of
the items in FY 2009 and FY 2010 did not have a material impact on any
individual income statement line item, balance sheet line item or cash flow
line item.  In addition, the tax items do
not impact the Company’s segment reporting and the pre-tax items did not have a
material impact on segment reporting.

· The items were
not intentional.  Because targets for
executive compensation are adjusted for non-operational items there would not
be any incentive to record the items in one particular period.

· The impact of
the items did not distort historical earning trends between FY 2008, FY 2009
and budgeted FY 2010 or within interim periods in FY 2009 and FY 2010.

  FY 2008

  FY 2009

  FY 2010(2)

  Net Income – Continuing Operations (Reported)

  $

  83,901

  $

  6,970

  $

  [*

  ]

  Net Income – Continuing Operations
  (Operational(1))

  $

  83,526

  $

  79,291

  $

  [*

  ]

Note

(1)   Operational income from
continuing operations represents (loss) income from continuing operations
adjusted for any special items (see above for rollforward).

(2)   The FY 2010 impact was based
on the Company’s estimate of the respective reported and operational budgeted
net income from continuin

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
March 9, 2010
   Mr. Randy L. Pearce Chief Financial Officer Regis Corporation 7201 Metro Boulevard Edina, Minnesota 55439
 RE: Regis Corporation
Form 10-K for Fiscal Year Ended June 30, 2009
  Filed August 28, 2009
   Form 10-K/A for Fiscal Year Ended June 30, 2009   Filed November 25, 2009    Form 10-Q for Fiscal Quarter Ended December 31, 2009   Filed February 9, 2010   File No. 1-12725

Dear Mr. Pearce:
We have reviewed your filings and have the following comment.  Please address the
following comment in future filings.  Confirm in writing that you will do so and explain to us how you intend to comply.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a future revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Randy L. Pearce
Regis Corporation
March 9, 2010 Page 2  Form 10-Q for Fiscal Quarter Ended December 31, 2009

 Note 2.  Discontinued Operations, page 10

 1. We note here and at page 26 that you recorded out-of-period error corrections relating to income taxes during the quarter ended September 31, 2009.  In addition, we note at page 122 of your Form 10-K/A that you recorded a correction of an error relating to income taxes during the fiscal year ended June 30, 2009.  Please provide us with a detailed analysis showing the quantitative and qualitative effects of these errors on each period presented and how you determined that they are immaterial under the guidance in SAB 99 and SAB 108.  Also, in light of the corrections in consecutive periods, explain how you considered the errors in your assessment of controls under Items 3-07 and 3-08 of Regulation S-K.

*    *    *    *

Please respond to this comment through correspondence over EDGAR within 10 business
days or tell us when you will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.     We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors
require for an informed decision.  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 connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

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

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  In addition, please be advised that the Division of Enforcement has access to all

Mr. Randy L. Pearce
Regis Corporation March 9, 2010 Page 3  information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
You may contact Melissa Hauber, Senior St aff Accountant, at (202) 551-3368 or Robert
S. Littlepage, Jr., Accounting Branch Chief, at  (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please me at (202) 551-3810 with any other questions.            S i n c e r e l y ,               L a r r y  S p i r g e l            A s s i s t a n t  D i r e c t o r

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 3720

       June 30, 2009
 Mr. Randy L. Pearce
Chief Financial Officer
Regis Corporation 7201 Metro Boulevard Edina, Minnesota 55439
 Re: Regis Corporation
Form 10-K for Fiscal Year  Ended June 30, 2008
  Filed August 29, 2008
  File No. 1-12725
 Dear Mr. Pearce:   We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.             S i n c e r e l y ,             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

   Mail Stop 3720

       March 3, 2009
 Mr. Randy L. Pearce Chief Financial Officer Regis Corporation 7201 Metro Boulevard Edina, Minnesota 55439
 Re: Regis Corporation
Form 10-K for Fiscal Year Ended June 30, 2008
  Filed August 29, 2008
   Form 10-Q for Fiscal Quarter Ended December 31, 2008    File No. 1-12725

Dear Mr. Pearce:
 We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Please address the following comments in future filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a future revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Randy L. Pearce
Regis Corporation
March 3, 2009 Page 2  Form 10-K for Fiscal Year Ended June 30, 2008

Note 1.  Business Description and Summary of Significant Accounting Policies, page 73

Inventories, page 74
  1. Tell us why you identify the cost of product used in salon services by applying estimated gross profit margins to service revenues.  Describe your methodology to us in more detail and explain your basis for concluding it is an acceptable method for determining the cost of inventory.  In this regard, we note your disclosure at page 40, which states that  you made refinements to your inventory
tracking systems which resulted in better tracking and accounting for retail products that your stylists transfer from retail shelves to the back bar for use in servicing customers.

Long-Lived Asset Impairment Assessments, Excluding Goodwill, page 76

2. Tell us the nature of the assets that were included in your impairment charge of $10.5 million as of June 30, 2008 and clarify how this impairment charge was related to the plan to close certain stores in fiscal 2009.  In this regard, we note that none of the impaired salon assets were held for sale.

3. We note that you evaluated the appropriateness of the remaining useful lives of
your property and equipment affected by your impairment charges.  Tell us why you concluded that a change in the useful life was not warranted as of June 30, 2008, in light of your decision in July 2008 to close up to 160 underperforming Company owned salons in fiscal 2009.

Advertising Funds, page 78

4. Tell us your basis in the accounting literature for not reflecting the activities of the advertising funds in your financial statements, in light of the fact that certain of your company-owned salons are required to contribute to these funds.  Clarify how you recognize advertising expense for these company-owned salons.
 Self Insurance

 5. In future filings, disclose your self-insurance accounting policies and advise us.  Please quantify in your disclosure your accruals for IBNR losses and provide a roll forward schedule of the activity within your workers’ compensation accrual.  Also, clarify for readers where your self insurance accruals are reported within your balance sheet.  In this regard, we note on page 83 the amount accrued for

Mr. Randy L. Pearce
Regis Corporation
March 3, 2009 Page 3
insurance.  However, it is unclear how much you have recorded on a noncurrent basis.
 6. Please provide us a detailed explanation of why it was necessary and appropriate for you to reverse your workers’ compensation loss accruals in fiscal 2007, 2008, and 2009.  With respect to each reversal, tell us what information became known to management that triggered the reversal and why at that time you believed the remaining loss accrual was your best estimate of your probable loss consistent with the guidance in SFAS No. 5.
 Note 3.  Acquisitions, Investments in Affiliates and Loans, page 85

 Investment in Empire Education Group, Inc., page 90

 7. You state that your effective ownership interest in Empire Education Group, Inc. (EEG) was 55.1 percent, while Empire Beauty School retained majority voting interest and responsibility for managing EEG.  Describe for us in more detail the ownership structure of EEG and the nature of each investor’s equity interests and rights.
 Investment in MY Style, page 91

 8. Explain for us and disclose, in future filings, the terms of the exchangeable notes issued by Yamano Holding Corporation and its subsidiary.  We note that as of June 30, 2008, you recorded a portion of the notes as a cost method investment.  In addition, you also state at page 18 of your Form 10-Q for the quarter ended December 31, 2008 that you began recording a portion of the notes as an equity method investment.  Tell us your basis in the accounting literature for your accounting treatment of this investment during the periods ended June 30, 2008 and December 31, 2008, including how you determined the value of the “exchangeable portion” of the notes.

Form 10-Q for Fiscal Quarter Ended December 31, 2008

Note 6.  Acquisitions, Investment in and Loans to Affiliates, page 16
 Provalliance, page 17

 9. We note your disclosure that you have concluded that Provalliance is a variable interest entity for which you are not the primary beneficiary.  Describe for us in more detail how you made these determinations under the guidance in FIN 46R.

Mr. Randy L. Pearce
Regis Corporation
March 3, 2009 Page 4  Item 2.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 28
 Critical Accounting Policies, page 30

 Goodwill, page 30

10. We note that you recorded impairment charges for the goodwill associated with
Trade Secret and the salon concepts in the United Kingdom.  In light of the significance of your remaining goodwill balance, we expect robust and comprehensive disclosure in your critical accounting policies regarding your impairment testing policy. This disclosure should provide investors with sufficient information about management’s insights and assumptions with regard to the recoverability of the remaining balance of goodwill.  Specifically, we believe you should provide the following information regarding your goodwill impairment test:

• Provide a more detailed description of the steps that you perform to review goodwill for recoverability.

• Disclose a breakdown of your goodwill balance as of December 31, 2008 by reporting unit.

• Describe the nature of the valuation techniques you employed in performing the impairment tests.  Qualitatively and quantitatively describe the significant estimates and assumptions used in your discounted cash flow model to determine the fair value of your reporting units in your impairment analysis.

• Describe changes to the assumptions and methodologies, if any, since your annual impairment test.  In addition, tell us how the assumptions in your most recent test were impacted by the current economic environment.

For further guidance, refer to Release No. 33-8350 “Interpretation:  Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Please provide us with the above information and revise your disclosures accordingly, in future filings.
 11. You state that the estimated fair value of Hair Restoration Centers exceeded its carrying value by approximately five percent at December 31, 2008.  In future filings, provide a sensitivity analysis of your most recent impairment test assumptions for this reporting unit based upon reasonably likely changes.

Mr. Randy L. Pearce
Regis Corporation March 3, 2009 Page 5
*    *    *    *

Please respond to these comments through correspondence over EDGAR within
10 business days or tell us when you will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision.  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 connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

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

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

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filings or in response to our comments on your filings.
 You may contact Melissa Hauber, Senior  Staff Accountant, at (202) 551-3368 or
Robert S. Littlepage, Jr., Accountant Branch Chief, at (202) 551-3361 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.          S i n c e r e l y ,                     L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

T 952-947-7777 | 7201 Metro Boulevard | Minneapolis, Minnesota 55439

June 19, 2009

Via EDGAR

Securities
and Exchange Commission

Attention:  Larry Spirgel

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

  Re:

  Regis
  Corporation

  Form 10-K
  for Fiscal Year Ended June 30, 2008

  Filed
  August 29, 2008

  Form 10-Q
  for Fiscal Quarter Ended March 31, 2009

  File
  No. 1-12725

Dear
Mr. Spirgel:

On
behalf of Regis Corporation (“Regis” or the “Company”), we hereby respond to
the Staff’s comment letter dated June 9, 2009.  This letter contains the responses to the
Staff’s comments.  The Staff’s comments
have been reproduced here in italics and the Company’s responses are detailed
under those comments.

Form 10-K
for Fiscal Year Ended June 30, 2008

Note
3.  Acquisitions, Investments in
Affiliates and Loans, page 85

Investment
in MY Style, page 91

1.               We note
your response to the first part of prior comment 1.  You state that the Original Exchangeable
Notes contained an exchange feature akin to a deep-in-the-money option
permitting you to purchase certain shares of common stock of MY Style.  Clarify whether the conversion option in the
New Exchangeable Notes was also considered deep-in-the-money.  If so, it is unclear to us how you have determined
that the characteristics of in-substance common stock have not been met for
this instrument.  In this regard, the
guidance in paragraph 6.b. of EITF 02-14 indicates that the existence of a
deep-in-the-money conversion feature enables an investor to participate in the
investee’s earnings and capital appreciation on a substantially similar basis
to common stock.  Tell us how you
evaluated each of the characteristics discussed in EITF 02-14 in determining
that your investment does not represent in-substance common stock.

Response

A
portion of the New Exchangeable Notes (as defined in the Company’s prior
response) contains an exchange feature akin to a deep-in-the-money option
permitting the Company to purchase 27.1% of the outstanding common shares of MY
Style.  The option is embedded in the
notes and does not meet the criteria for separate accounting under SFAS No. 133,
Accounting for Derivative Instruments and Hedging
Activities.

In
response to your prior comment, the Company reevaluated EITF No. 02-14, Whether an Investor Should Apply the Equity Method of Accounting to
Investments Other Than Common Stock (EITF 02-14), to determine
whether the exchangeable portion of the New Exchangeable Notes is in-substance
common stock.  In accordance with EITF 02-14,
if the Company has any characteristic that indicates the investment in MY Style
is not substantially similar to an investment in MY Style’s common stock, the
investment in MY Style is not in-substance common stock.  The Company has determined the New
Exchangeable Notes have substantive liquidation preference over common stock as
the Company has creditor rights ahead of common stock. Therefore, the Company’s
investment in MY Style is not considered in-substance common stock in
accordance with the criteria outlined in EITF 02-14.

2.               We note
your response to the second part of prior comment 1.  Please explain for us in more detail the
nature of the foreign currency transaction gains and losses that were not
recognized during the first, second, and third quarters of fiscal 2009.  Clarify whether these errors were related to
your application of the equity method to this investment during these three
quarters.  If so, tell us how you
previously accounted for the foreign currency effects of this investment during
these three quarters.

In addition, tell us whether there were any effects of these errors on
periods prior to the quarter ended September 30, 2008.  In this regard, we note that you
retroactively applied the equity method.

Response

The
Company accounted for its investment in MY Style as a bifurcation of debt and
equity instruments.  The Original
Exchangeable Notes (as defined in the Company’s prior response) and the New
Exchangeable Notes (as defined in the Company’s prior response), collectively,
the Notes, included a conversion feature whereby a portion of the notes could
be converted to equity of MY Style.  In
addition, Regis paid a premium attributed to the value of the equity ownership
in MY Style to be obtained through its ability to convert a portion of the Notes.  If Regis did not utilize the conversion
feature, the premium paid would be lost and it would not recover its full
investment.  Accordingly, Regis initially
concluded that the portion of the Notes that could be converted to equity of MY
Style was, in substance, equity and should be accounted for as an investment
rather than debt.  Accordingly, the
Company accounted for the foreign currency translation impact of its investment
in MY Style in accumulated other comprehensive income within shareholders’
equity.

In
response to your prior comment, the Company reevaluated the accounting
treatment of the Notes and determined the entire amount of the Notes should be
accounted for as a debt instrument.  Accordingly,
the Company should have recorded foreign currency transaction gains and losses
through the Statement of Operations.

The
following table summarizes the pretax impact of the foreign currency
translation adjustments by quarter since the Company’s initial investment in April 2007
that were accounted for in accumulated other comprehensive income that should
have been recorded in the Statement of Operations:

  Quarter Ended

  Foreign Currency (Loss)/Gain

  June 30, 2007

  $

  (203,000

  )

  September 30, 2007

  74,000

  December 31, 2007

  (50,000

  )

  March 31, 2008

  295,000

  June 30, 2008

  (374,000

  )

  September 30, 2008

  529,000

  December 31, 2008

  856,000

  March 31, 2009

  (115,000

  )

Management
does not believe the impact of these errors was material to any fiscal year
2007 or fiscal year 2008 interim or annual period.  As previously communicated in the Company’s
response dated May 22, 2009, the impact of the errors on interim periods
and the year-to-date period for fiscal year 2009 was not material.

The
application of the equity method of accounting had no impact on the foreign
currency translation adjustment amounts noted in the table above.

As
specifically requested by the Commission, we acknowledge that:

·                  We are responsible for the adequacy and
accuracy of the disclosure in the filings;

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

·                  We may not assert staff comments as a defense
in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

We
hope that this letter responds adequately to the Staff’s concerns. If you have
any further comments or concerns, please do not hesitate to contact me at (952)
947-7777.

  Sincerely,

  /s/
  Randy L. Pearce

  Randy
  L. Pearce

  Senior
  Executive Vice President,

  Chief
  Financial and Administrative Officer

  cc:

  Robert
  S. Littlepage, Jr., Accountant Branch Chief

  Melissa
  Hauber, Senior Staff Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       June 9, 2009
 Mr. Randy L. Pearce Chief Financial Officer Regis Corporation 7201 Metro Boulevard Edina, Minnesota 55439
 Re: Regis Corporation
Form 10-K for Fiscal Year Ended June 30, 2008
  Filed August 29, 2008
   Form 10-Q for Fiscal Quarter Ended March 31, 2009     File No. 1-12725

Dear Mr. Pearce:
We have reviewed your supplemental response letter dated May 22, 2009 as well
as your filing and have the following comments.  As noted in our comment letter dated March 3, 2009, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.    Form 10-K for Fiscal Year Ended June 30, 2008

Note 3.  Acquisition, Investments in Affiliates and Loans, page 85

Investment in MY Style, page 91
 1. We note your response to the first part of prior comment 1.  You state that the Original Exchangeable Notes contained an exchange feature akin to a deep-in-the-money option permitting you to purchase certain shares of common stock of MY Style.  Clarify whether the conversion option in the New Exchangeable Notes was also considered deep-in-the-money.  If so, it is unclear to us how you have determined that that the characteristics of in-substance common stock have not been met for this instrument.  In this regard, the guidance in paragraph 6.b. of EITF 02-14 indicates that the existence of a deep-in-the-money conversion feature enables an investor to participate in the investee’s earnings and capital appreciation on a substantially similar basis to common stock.  Tell us how you evaluated each of the

Mr. Randy L. Pearce
Regis Corporation June 9, 2009 Page 2
characteristics discussed in EITF 02-14 in determining that your investment does not represent in-substance common stock.
 2. We note your response to the second part of prior comment 1.  Please explain for us in more detail the nature of the foreign currency transaction gains and losses that were not recognized during the first, s econd, and third quarters of fiscal 2009.
Clarify whether these errors were related to your application of the equity method to this investment during these three quarters.  If so, tell us how you previously accounted for the foreign currency effects of this investment during these three quarters.

In addition, tell us whether there were any effects of these errors on periods prior to the quarter ended September 30, 2008.  In this regard, we note that you retroactively applied the equity method.

*    *    *    *
  Please respond to these comments through correspondence over EDGAR within
10 business days or tell us when you will provide us with a response.  You may contact Melissa Hauber, Senior Staff Accountant, at  (202) 551-3368 or Robert S. Littlepage, Jr.,
Accountant Branch Chief, at (202) 551-3361 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.

         S i n c e r e l y ,           /s/ Robert S. Littlepage, Jr.          / f o r /  L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

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T 952-947-7777 | 7201 Metro Boulevard |
Minneapolis, Minnesota 55439

May 22, 2009

Via EDGAR

Securities and Exchange Commission

Attention:  Larry Spirgel

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

  Re:

  Regis Corporation

  Form 10-K for Fiscal Year Ended June 30, 2008

  Filed August 29, 2008

  Form 10-Q for Fiscal Quarter Ended December 31, 2008

  File No. 1-12725

Dear Mr. Spirgel:

On behalf of Regis Corporation (“Regis” or the “Company”), we hereby
respond to the Staff’s comment letter dated April 27, 2009.  This letter contains the responses to the
Staff’s comments.  The Staff’s comments
have been reproduced here in italics and the Company’s responses are detailed
under those comments.

Form 10-K for Fiscal Year Ended June 30, 2008

Note 3.  Acquisitions,
Investments in Affiliates and Loans, page 85

Investment in MY Style, page 91

1.               We note your response to prior comment 8.  Please address the following items:

·                  Tell us your consideration of EITF 02-14 in determining that the
application of the equity method based on the conversion feature associated
with the notes was appropriate.

·                  Tell us your consideration of EITF 96-19 in determining your accounting
treatment of the New Exchangeable Notes which replaced the Original
Exchangeable Notes on September 24, 2008.
Explain for us why a reduced principal amount is now exchangeable for a
greater equity ownership interest in MY Style Co., Ltd.

Response

As noted in our earlier response, the Company’s total investment in MY
Style was $11.6 million and $17.9 million as of June 30, 2008 and December 31,
2008, respectively. A portion of the Original Exchangeable Notes (as defined in
the Company’s prior response) contains an exchange feature akin to a
deep-in-the-money option permitting the Company to purchase 14.7% of the
outstanding common shares of MY Style. The option is embedded in the notes and
does not meet the criteria for separate accounting under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities.

In response to your comment, the Company reevaluated EITF No. 02-14,
Whether an Investor Should Apply the Equity Method
of Accounting to Investments Other Than Common Stock (EITF 02-14),
to determine whether the exchangeable portion of the exchangeable notes is
in-substance common stock.  Based on the
criteria in EITF 02-14, the Company revisited its accounting treatment and
believes that the characteristics of in-substance common stock have not been
met and therefore had incorrectly accounted for the New Exchangeable Notes (as
defined in the Company’s prior response) under the equity method of accounting
since September 2008.  The impact to
the Company’s Statement of Operations for the quarters ended September 30,
2008, December 31, 2008 and March 31, 2009 was $0, a $50,000 loss and
$0, respectively.  Beginning in the
fourth quarter of the current fiscal year, the Company will begin accounting
for the New Exchangeable Notes as a loan pursuant to its terms under SFAS No. 114,
Accounting by Creditors for Impairment of a Loan.  The Company will reverse the immaterial
equity method loss recorded to date in the fourth quarter of the current fiscal
year.

On September 24, 2008, the Company reached an agreement with MY
Style to modify the Original Exchangeable Notes to provide for an increase in
the Company’s option to purchase 14.7% of the outstanding common shares to an
option to purchase 27.1% of the outstanding common shares and to reduce the
Company’s strike price paid upon election to exercise.  The Company also agreed to lend an additional
$2.9 million and extend the due date on the majority of the principal to 2011.
The expiration date of the Company’s option was likewise extended to 2011. In
response to your comment, the Company considered EITF No. 96-19, Debtor’s Accounting for a Modification or Exchange of Debt Instruments (EITF
96-19), when determining the accounting treatment of the modification to the exchangeable
notes as well as guidance under SFAS No. 91, Accounting
for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans
and Initial Direct Costs of Leases (an Amendment of FASB Statements No. 13,
60, and 65 and a Rescission of FASB Statement No. 17) (SFAS 91)
and  EITF No. 01-7, Creditor’s Accounting for a Modification or Exchange of Debt
Instruments (EITF 01-7) to determine the accounting treatment of the
modification of the exchangeable notes.

The Company determined that the modifications to the Original
Exchangeable Notes on September 24, 2008 were more than minor and the
Company should have accounted for the loan modification as an extinguishment
pursuant to SFAS 91 par. 12 and EITF 01-7 par. 6. The Company believes that
there was a significant change in cash flows when employing EITF 96-19 by
analogy to a creditor’s position.  The
increase in fair value of the conversion feature related to the exchangeable
notes immediately before and after the modification was determined by the
Company to be $1.9 million.  However,
based upon the overall fair value of the New Exchangeable Notes on the date of
modification, the Company should have recorded a loss of $1.487 million during
the three months ended September 30, 2008.
In addition, as portions of the New Exchangeable Notes were previously
accounted for under the equity method, the Company should also have recognized
foreign currency transaction gains during the three months ended September 30,
2008 of $529,000.  The reconsideration of
the accounting for the modification of the Original Exchangeable Notes and the
resulting loss of $1.487 million and the related foreign currency transaction
gain of $529,000 on the exchangeable notes resulted in a net reduction of the
Company’s net income for the three months ended September 30, 2008 of
$958,000.

The Company performed an analysis of the misstatements based on the
guidance provided in SEC Staff Accounting Bulletin: No. 99, Assessing Materiality (SAB No. 99).  The summary of the quantitative factors
considered in the Company’s SAB No. 99 analysis outlined below take into
consideration the misstatement discussed above in the first quarter, the
reversal of the equity method loss of $50,000 and the impact of foreign
currency transaction gains of $856,000 in the second quarter and the impact of
$115,000 of foreign currency transaction losses in the third quarter.

Quantitative Considerations:

·                   The net impact of the errors on the
Company’s income from continuing operations for the three months ended September 30,
2008 is a reduction of $958,000 or 6.0%.

·                   The net impact of the errors on the Company’s loss from continuing
operations for the three and six months ended December 31, 2008 is a reduction
of $906,000 or 3.5% and an increase of $52,000 or 0.5%, respectively.

·                   The net impact of the errors on the Company’s income from continuing
operations for the three and nine months ended March 31, 2009 is a
reduction of $115,000 or 0.5% and $167,000 or 1.5%, respectively.

·                   Based on our latest projections, we believe the net impact of correcting the
cumulative errors of $167,000 to income from continuing operations for the
three months and the fiscal year ended June 30, 2009 will be reductions of
0.8% and 0.5%, respectively.

In addition to evaluating the errors from a quantitative standpoint,
the Company also evaluated the errors qualitatively and did not note any
qualitative factors that would cause the above errors to be material to any of
the periods referenced above.

Based on the assessment of both quantitative and qualitative factors,
the Company does not believe that the misstatements were material to the
financial statements for the periods referenced above.  The Company will record the correcting
entries in the fourth quarter of fiscal year 2009.  In addition, the Company will provide
transparent disclosure of the impact of these errors in the footnotes to the
consolidated financial statements and management’s discussion and analysis.

Form 10-Q for Fiscal Quarter Ended December 31, 2008

Note 6.  Acquisitions, Investment
In and Loans to Affiliates, page 16

2.               Please explain why the carrying value of several of your investments as
of June 30, 2008, as listed on page 17, differs from the carrying
value disclosed at page 89 in your Form 10-K for the year ended June 30,
2008.

Response

The table on page 89 of the Company’s Form 10-K presents the
carrying value of its investments in affiliates as of June 30, 2008.  Beginning with the fiscal quarter ended September 30,
2008 the Company began presenting the carrying amount of its investments and
loans to affiliates together to increase transparency. The amount of any loan
outstanding is separately disclosed in the narrative of each investment.   The
table on page 17 of the Company’s Form 10Q for the fiscal quarter
ended December 31, 2008 includes both the carrying amount of the Company’s
investments and the carrying amount of the Company’s loans to affiliates.  The Company’s loans to affiliates were
included in other assets in the Company’s Form 10-K.

As specifically requested by the Commission, we acknowledge that:

·                  We are
responsible for the adequacy and accuracy of the disclosure in the filings;

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

·                  We may not
assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United
States.

We hope that this letter responds adequately to the Staff’s concerns.
If you have any further comments or concerns, please do not hesitate to contact
me at (952) 947-7777.

  Sincerely,

  /s/ Randy L. Pearce

  Randy L. Pearce

  Senior Executive Vice President,

  Chief Financial and Administrative Officer

  cc:

  Robert S. Littlepage, Jr., Accountant Branch Chief

  Melissa Hauber, Senior Staff Accountant

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May 18, 2009

Via EDGAR

Securities and Exchange Commission

Attention:  Larry Spirgel

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:          Regis
Corporation

Form 10-K for Fiscal Year Ended June 30, 2008

Filed August 29, 2008

Form 10-Q for Fiscal Quarter Ended December 31, 2008

File No. 1-12725

Dear Mr. Spirgel:

I am writing this letter to confirm our
recent conversation with Melissa Hauber, Senior Staff Accountant, regarding the
deadline for Regis Corporation’s response to the supplemental SEC staff’s
comment letter dated April 27, 2009 regarding the above-referenced
filings.  As I discussed with Ms. Hauber,
the SEC has agreed that the Company’s response will be filed by May 22,
2009.

We appreciate the staff’s courtesy in responding
to this request.

  Very truly yours,

  Brent Moen

  Vice President, Corporate Controller

cc:                                 Robert S.
Littlepage, Jr., Accountant Branch Chief

Melissa Hauber, Senior Staff Accountant

Randy L. Pearce, Sr. Executive Vice President, Chief Financial
Officer

CORRESP
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  T 952-947-7777 7201 Metro Boulevard Minneapolis,
  Minnesota 55439

May 1, 2009

Via EDGAR

Securities and Exchange Commission

Attention:  Larry Spirgel

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

  Re:

  Regis Corporation

  Form 10-K for Fiscal Year Ended June 30,
  2008

  Filed August 29, 2008

  Form 10-Q for Fiscal Quarter Ended
  December 31, 2008

  File No. 1-12725

Dear Mr. Spirgel:

I am writing this letter to confirm our
recent conversation with Melissa Hauber, Senior Staff Accountant, regarding the
deadline for Regis Corporation’s response to the supplemental SEC staff’s
comment letter dated April 27, 2009 regarding the above-referenced
filings.  As I discussed with Ms. Hauber,
the SEC has agreed that the Company’s response will be filed by May 18,
2009.

We appreciate the staff’s courtesy in
responding to this request.

  Very truly yours,

  Brent Moen

  Vice President, Corporate Controller

  cc:

  Robert S. Littlepage, Jr., Accountant Branch
  Chief

  Melissa Hauber, Senior Staff Accountant

  Randy L. Pearce, Sr. Executive Vice
  President, Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       April 27, 2009
 Mr. Randy L. Pearce Chief Financial Officer Regis Corporation 7201 Metro Boulevard Edina, Minnesota 55439
 Re: Regis Corporation
Form 10-K for Fiscal Year Ended June 30, 2008
  Filed August 29, 2008
   Form 10-Q for Fiscal Quarter Ended December 31, 2008     File No. 1-12725

Dear Mr. Pearce:
We have reviewed your supplemental response letter dated March 31, 2009 as
well as your filing and have the following comments.  As noted in our comment letter dated March 3, 2009, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.    Form 10-K for Fiscal Year Ended June 30, 2008

Note 3.  Acquisitions, Investments in Affiliates and Loans, page 85

Investment in MY Style, page 91
 1. We note your response to prior comment 8.  Please address the following items:
• Tell us your consideration of EITF 02-14 in determining that the application
of the equity method based on the conversion feature associated with the notes was appropriate.
• Tell us your consideration of EITF 96-19 in determining your accounting treatment of the New Exchangeable Notes which replaced the Original Exchangeable Notes on September 24, 2008.  Explain for us why a reduced principal amount is now exchangeable for a greater equity ownership interest in MY Style Co., Ltd.

Mr. Randy L. Pearce
Regis Corporation April 27, 2009 Page 2  Form 10-Q for Fiscal Quarter Ended December 31, 2008

Note 6.  Acquisitions, Investment in and Losses to Affiliates, page 16
 2. Please explain why the carrying value of several of your investments as of June
30, 2008, as listed at page 17, differs from the carrying value disclosed at page 89 in your Form 10-K for the year ended June 30, 2008.

*    *    *    *
  Please respond to these comments through correspondence over EDGAR within
10 business days or tell us when you will provide us with a response.  You may contact Melissa Hauber, Senior Staff Accountant, at  (202) 551-3368 or Robert S. Littlepage, Jr.,
Accountant Branch Chief, at (202) 551-3361 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.

         S i n c e r e l y ,             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

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T 952-947-7777 | 7201
Metro Boulevard | Minneapolis, Minnesota 55439

March 31,
2009

Via EDGAR

Securities and Exchange
Commission

Attention:  Larry Spirgel

Division of Corporation
Finance

100 F Street, NE

Washington, D.C. 20549

  Re:

  Regis Corporation

  Form 10-K for
  Fiscal Year Ended June 30, 2008

  Filed August 29,
  2008

  Form 10-Q for
  Fiscal Quarter Ended December 31, 2008

  File No. 1-12725

Dear Mr. Spirgel:

On behalf of Regis
Corporation (“Regis” or the “Company”), we hereby respond to the Staff’s
comment letter dated March 3, 2009.
This letter contains the responses to the Staff’s comments.  The Staff’s comments have been reproduced
here in italics and the Company’s responses are detailed under those comments.

Form 10-K for Fiscal Year
Ended June 30, 2008

Note 1. Business Description and
Summary of Significant Accounting Policies, page 73

Inventories, page 74

1.               Tell us why you identify the cost of product used in salon services by
applying estimated gross profit margins to service revenues. Describe your
methodology to us in more detail and explain your basis for concluding it is an
acceptable method for determining the cost of inventory. In this regard, we
note your disclosure at page 40, which states you made refinements to your
inventory tracking systems which resulted in better tracking and accounting for
retail products that your stylists transfer from retail shelves to the back bar
for use in servicing customers.

Response

Total consolidated cost
of service revenues was 57.6 percent, 56.6 percent and 56.8 percent of service
revenues for the three years ended June 30, 2008, 2007 and 2006,
respectively.  The cost of product used
in salon services represents only 3.3 percent, 3.0 percent and 3.0 percent
($63.1 million, $53.7 million and $49.2 million) of service revenues for the
three years ended June 30, 2008, 2007 and 2006, respectively.  The remaining component of cost of service
sales primarily represents payroll and related costs.  Complete physical inventory counts, which are
performed semi-annually (one in the fall and the other near year-end) at each
of the company-owned salons, are the Company’s primary means of control for
determining inventory quantities on hand and the cost of product used in salon
service sales.  Cost of product used in
salon services primarily consists of the use of “back bar” products.  Back bar products include hair color,
shampoo,

conditioner and hair care
treatments including permanents, neutralizers and relaxers used in servicing
customers.  Back bar inventory represents
approximately 15% of our total inventory balance.

During the interim
periods between physical inventory counts, the Company determines the cost of
product used in salon services by applying estimated gross profit margins to
service revenues.  The Company utilizes
this approach because the cost of product used in servicing customers is only a
small component of our overall cost of service sales and it is consistent year
over year.  In addition, it is not
practical to perform an extensive analysis of these back bar items or physical
inventory counts at our distribution centers and over 8,000 company-owned
salons on a quarterly basis.  The
estimated gross profit margin is updated semi-annually based on the results of the
physical inventory counts.  The Company also
monitors other business factors on a monthly basis that could impact our gross
profit margin estimates.  These factors
include reviewing cost of service shipments as a percent of service revenues,
mix of service sales, discounting and special promotions.  Other than at the completion of the physical
inventory counts, the Company has not adjusted the estimated rates used to
calculate the cost of product used in service over the last three years as the
impact at these interim dates has been immaterial.

The majority of the back
bar products are hair color and gallon size containers of shampoo and
conditioner.  These items are shipped to
the salons and properly accounted for as cost of product used in service.  If a customer requests a specific brand for
use in service or if the salon runs out of its back bar product, the stylist
will transfer product from the retail shelves to the back bar.  Prior to fiscal year 2008, the cost of retail
products that the Company’s salon stylists transfer from retail shelves to the
back bar for the use of servicing clients was included as a component of the
Company’s product cost of sales in the Company’s Consolidated Statement of
Operations.  The Company made a revision
on July 1, 2007 to more appropriately classify these costs as a component
of cost of service sales.  This revision
was prompted as a result of researching our physical inventory results and an
improved and more accurate process of tracking these transfers.  The revision represents approximately 10
percent of total cost of products used in service and reduced service margins
by approximately 30 basis points and increased product margins by approximately
70 basis points for fiscal year 2008; however, the revision had no impact on
our consolidated gross margin rate. The Company determined the revision was not
material to the prior period financial statements and accounted for the
revision on a prospective basis with disclosure in the Company’s Management’s
Discussion and Analysis of Financial Condition and Results of Operations.

Book to physical
adjustments resulting from our semi-annual physical counts of inventory
represent less than 0.1 percent of service sales, less than 0.2 percent of
related cost of service sales and less than 1.0 percent of total inventory
balances during fiscal years 2008, 2007 and 2006, respectively.  Based on the results of the Company’s
physical inventory counts and the monthly review of gross margin rates, the
Company believes applying estimated gross profit margins to service revenues
for dates between the Company’s semi-annual physical inventory counts is an
acceptable method for determining the cost of service sales.

In future filings, the
Company will revise the inventory disclosure in Footnote 1 to the Consolidated
Financial Statements as follows:

Inventories

Inventories consist
principally of hair care products for retail product sales.  A portion of inventories are also used for
salon services consisting of hair color, hair care products including shampoo and
conditioner and

2

hair care treatments
including permanents, neutralizers and relaxers.  Inventories are stated at the lower of cost
or market, with cost determined on a weighted average cost basis.

Physical inventory counts
are performed semi-annually. Product and service inventories are adjusted based
on the results of the physical inventory counts.  Between the physical inventory counts, cost
of retail product sold to salon customers is determined based on the weighted
average cost of product sold, adjusted for an estimated shrinkage factor, and
the cost of product used in salon services is determined by applying estimated
gross profit margins to service revenues.
The estimated gross profit margins related to service inventories are
updated semi-annually based on the results of the physical inventory counts and
other factors that could impact the Company’s margin rate estimates such as mix
of service sales, discounting and special promotions. Actual results for the
estimated gross margin percentage as compared to the semi-annual estimates have
not historically resulted in material adjustments to our statement of
operations.

Long-Lived Asset
Impairment Assessments, Excluding Goodwill, page 76

2.               Tell us the nature of the assets that were included in your impairment
charge of $10.5 million as of June 30, 2008 and clarify how this
impairment charge was related to the plan to close certain stores in fiscal
2009. In this regard, we note that none of the impaired salon assets were held
for sale.

Response

The Company reviews
long-lived assets for impairment at the salon level annually or if events or
circumstances indicate that the carrying value of such assets may not be
recoverable.  During the fourth quarter
of fiscal year 2008, the Company performed a test for long-lived asset
impairment in accordance with Statement of Financial Accounting Standards No. 144,
Accounting for the Impairment or Disposal of
Long-Lived Assets (SFAS No. 144), and recognized an impairment
charge for the full carrying value of certain salons’ equipment and leasehold
improvements totaling $10.5 million.  All
of the salons included in the impairment charge had estimated negative
undiscounted future cash flows.  Salon equipment
and leasehold improvements consist of furniture and fixtures such as chairs,
shelves, sinks and real property such as lighting, cabinets, flooring,
wall-coverings and signs. The salon equipment had negligible salvage value. The
Company typically elects not to transfer movable assets, such as chairs and
shelves, to other salons as the cost of moving and storing such assets exceeds
the cost of purchasing similar assets.
Accordingly, the Company included the carrying value of movable assets
as part of its impairment testing.

The Company’s test for impairment is performed at a
salon level as this is the lowest level for which identifiable cash flows are
largely independent of the cash flows of other groups of assets and
liabilities.  In accordance with SFAS No. 144,
the Company initially identifies salons whose sum of undiscounted estimated
future cash flows expected to result from the use of the related salon assets
does not recover the carrying value of the salon assets.  When the sum of a salon’s undiscounted estimated
future cash flows is zero or negative, impairment is measured as the full
carrying value of the related salon’s equipment and leasehold
improvements.  When the sum of a salon’s
undiscounted estimated future cash flows is greater than zero but less than the
carrying value of the related salon’s equipment and leasehold improvements, a
discounted cash flow analysis is performed to estimate the fair value of the
salon assets and impairment is measured as the difference between the carrying
value of the salon assets and the estimated fair value.  The fair value estimate is based on the best
information available, including market data.

As a result of the weakening economy and resulting
decline in same-store sales across the Company’s various salon concepts, in the
fourth quarter of fiscal year 2008, the Company evaluated its salons and
identified 160

3

underperforming company-owned salons for potential
closure.  The Company’s decision was
announced in a release to the public on July 9, 2008.  Each of the 160 salons identified by the
Company for potential closure had estimated negative undiscounted future cash
flows.  Accordingly, the salon assets
related to these 160 salons, and approximately 20 additional salons with
estimated negative undiscounted future cash flows that were identified through
the Company’s SFAS No. 144 testing procedures, were impaired and the
carrying value aggregating $10.5 million was written off as of June 30,
2008.

Negotiations with landlords were commenced subsequent
to the Company’s fiscal year ended June 30, 2008 and related Form 10-K
filing.  In a number of cases, these
negotiations with landlords resulted in rent reductions instead of lease
terminations.  Subsequently, the Company
elected to operate such salons with rent reductions instead of closing them due
to the significant cost savings this afforded.
As of December 31, 2008, the Company had closed 35 stores and
negotiated rent reductions for four salons. The remaining 121 stores were open
and fully operational as of December 31, 2008.

No salon equipment and leasehold improvements were
classified as held for sale as all of the criteria in paragraph 30 of SFAS No. 144
were not met.  In accordance with SFAS No. 144,
all of the Company’s salon assets that were impaired as of June 30, 2008
were considered held and used as the Company intends to operate the identified
salons.

3.               We note that you evaluated the appropriateness of the remaining useful
lives of your property and equipment affected by your impairment charges. Tell
us why you concluded that a change in the useful life was not warranted as of June 30,
2008, in light of your decision in July 2008 to close up to 160
underperforming Company owned salons in fiscal 2009.

Response

In the fourth quarter of
fiscal year 2008, the Company performed a test for long-lived asset impairment
in accordance with SFAS No. 144 and recognized an impairment charge for
the full carrying value of certain salons’ equipment and leasehold improvements
of $10.5 million.  All of the salons
included in the impairment charge had estimated negative undiscounted future
cash flows.  Up to 160 of the salons
included in the impairment charge were also identified for potential closure.
The Company assessed the useful lives of its equipment and leasehold
improvements in connection with its long-lived asset impairment test.  The Company considered a change to the useful
lives of the unaffected salon assets and determined that no change was
warranted as the Company planned to continue operating the unaffected salons in
the normal course of business.  The
useful lives of the Company’s salon assets correspond to the lesser of the
lease term or useful life of the assets.

Advertising Funds, page 78

4.               Tell us your basis in the accounting literature for not reflecting the
activities of the advertising funds in your financial statements, in light of
the fact that certain of your company-owned salons are required to contribute
to these funds. Clarify how you recognize advertising expense for these
company-owned salons.

Response

The Company has various
franchising programs supporting its franchise salon concepts consisting of
Supercuts, Cost Cutters, First Choice Haircutters, Magicuts, and Pro Cuts.  Most of the concepts maintain advertising
funds that provide comprehensive advertising and sales promotion support.

4

The Supercuts advertising
fund is the Company’s largest advertising fund.
The Supercuts advertising fund is administered by a council consisting primarily
of franchisee representatives.  The
council has overall control of all of the fund’s expenditures and operates in
accordance with terms of the franchise operating and other agreements.

Each Supercuts store
contributes 5.0 percent of sales to the fund (contributions for other concepts
range between 1.5 percent and 5.0 percent).
The majority of the advertising funds are spent to support media
placement and local marketing activities. The remainder is allocated for the
creation of national advertising campaigns and system wide activities.  None of the advertising funds collected may
be used by the Company as reimbursement for the cost of administering the
advertising fund.  Advertising funds can
only be used as directed by the fund’s council and are considered to be
restricted.

The Company records all
advertising funds as assets and liabilities within the Company’s Consolidated
Balance Sheet. As of June 30, 2008 and 2007, approximately $16.3 million
and $14.4 million, respectively, of the advertising funds’ assets were recorded
within total assets in the Company’s Consolidated Balance Sheet. As of June 30,
2008 and 2007, approximately $16.3 million and $14.4 million, respectively, of
the advertising funds’ liabilities were recorded within total liabilities in
the Company’s Consolidated Balance Sheet. As the advertising fund balances were
approximately 1.5 percent of total assets and liabilities as of June 30,
2008 and 2007, respectively, the Company did not separately disclose these
balances in its Consolidated Balance Sheet.

The Company records
advertising expense in the period the company-owned salon makes contributions
to the respective adve

CORRESP
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filename1.htm

  T 952-947-7777

    7201 Metro
  Boulevard

    Minneapolis,
  Minnesota 55439

March 5, 2009

Via EDGAR

Securities
and Exchange Commission

Attention:  Larry Spirgel

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

  Re:

  Regis
  Corporation

  Form 10-K
  for Fiscal Year Ended June 30, 2008

  Filed
  August 29, 2008

  Form 10-Q
  for Fiscal Quarter Ended December 31, 2008

  File
  No. 1-12725

Dear
Mr. Spirgel:

I am writing this letter to
confirm our recent conversation with Melissa Hauber, Senior Staff Accountant,
regarding the deadline for Regis Corporation’s response to the SEC staff’s
comment letter dated March 3, 2009 regarding the above-referenced
filings.  As I discussed with Ms. Hauber,
the SEC has agreed that the Company’s response will be filed by March 31,
2009.

We appreciate the staff’s
courtesy in responding to this request.

  Very truly yours,

  Brent Moen

  Vice President, Corporate
  Controller

  cc:

  Robert
  S. Littlepage, Jr., Accountant Branch Chief

  Melissa
  Hauber, Senior Staff Accountant

  Randy
  L. Pearce, Sr. Executive Vice President, Chief Financial Officer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0407

      							March 8, 2005

Via U.S. Mail and Fax
Mr. Randy L. Pearce
Executive Vice President
Chief Financial and Administrative Officer
Regis Corporation
7201 Metro Boulevard
Edina, MN 55439

	RE:	Regis Corporation
      Form 10-K for the fiscal year ended June 30, 2004
		Filed September 17, 2004

Form 10-Q for the quarter ended September 30, 2004
File No. 0-11230

Dear Mr. Pearce:

	We have completed our review of your Form 10-K and related
filings and do not, at this time, have any further comments.

							Sincerely,

							Larry Spirgel
							Assistant Director

??

??

??

??

Mr. Valerio Cavallo
Telecom Argentina S.A.
January 12, 2005
Page 2

</TEXT>
</DOCUMENT>

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corresp

Mr. Robert S. Littlepage, Jr.

March, 2, 2005

Page 1

March 2, 2005

Mr. Robert S. Littlepage, Jr.

Accounting Branch Chief

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    Regis Corporation — Form 10-K for the year ended June 30, 2004

    File No. 0-11230

Dear Mr. Littlepage:

We have received and reviewed your letter dated February 3, 2005 and have responded to each of the
comments below. The main heading of each of your comments, as well as the comment itself, is
included below, followed by our response to each comment.

Note 3 — Acquisitions, page 60

    1.
    We refer to your response to comment 3. Paragraph B173 of SFAS 141 states that “a contract
may have value for reasons other than terms that are favorable relative to market prices”.
Your interpretation of this guidance seems to suggest that leases would have a value outside
of “favorable lease terms” only in cases where real estate is difficult to obtain. You explain
further that the type of real estate needed for your salons in quite abundant in strip malls
in all geographic areas in which you conduct business. As a result, you have not allocated
any of the purchase prices of your acquisitions to the acquired leases. However, in your
response you also indicate that you target your acquisitions to specific lease spaces that
have a proven strong walk in customer base. This acquisition strategy
suggests to us that a
lease space in one strip mall could have a higher value than a physically identical or similar
lease space in another strip mall in close proximity. Further, you indicate that the
principle reason to acquire a location is to give yourself the right to prime real estate that
has an established walk up customer base. Since you pay a premium for the value of these walk
up customer bases and the acquired lease represent the right to use the specific locations
that have the established walk up customer bases, explain to us why you do not consider the
value of these walk-in customer bases to equal the value of the acquired leases.

Mr. Robert S. Littlepage, Jr.

March, 2, 2005

Page 2

Response:

We evaluate, based on the facts and circumstances of each individual business combination, whether
any acquired intangible assets have been purchased to determine whether the separate recognition
criteria outlined in SFAS 141 have been met. Accordingly, we record, at fair value, acquired trade
names when regional, national or multinational trade names are acquired. We assign an estimated
fair value to capture the in-place assemblage value of the lease agreements. We also assess each
lease to determine whether “favorable” lease terms exist, which normally is not the case due to the
short-term, at-market nature of the lease agreements and the at-market renewal options. We believe
that other than the assemblage value of the in-place lease, generally no additional value is
attributable to the lease acquired in a salon acquisition.

Our prior response indicated that a key competitive factor is “proximity to consumer travel
patterns”. In this regard, we view a “prime” real estate location to be a concentrated
geographical area within a local shopping district that has proximity to customer traffic patterns,
not a specific lease location. Further, we relocate in excess of 30 salons each year, within the
same concentrated geographical location, and our sales volume does not materially fluctuate. Our
acquired salons are predominately located in generic strip mall locations that are abundantly
available; we do not require any extraordinary tenant improvements or
build outs as the site specific locations are at the lower end of the
retail commercial market. (Attachment I
provides a summary of the number of salons that operate within a similar concentrated geographical
location and demonstrates that many salons operate within the same concentrated geographical
location.)

Furthermore, there is no secondary market where “at the money” strip center leases are bought or
sold. In the past, we have recognized an intangible asset consistent with paragraph B173 of SFAS
141 when we acquired salons located within Wal*Mart stores due to the location and existing
relationship, as in that instance we believed that the acquired salons had value for reasons other than terms that are
favorable relative to market prices.

We specifically listed in our prior response the key factors considered by consumers of hair salon
services which include personal relationships with individual stylists (driven by word-of-mouth
referrals), service quality, price point competitiveness, and the proximity notion discussed above.
We believe that these attributes represent the “going concern” value of the salon which is what we
are acquiring in a generic strip mall based salon business acquisition. The acquired customer base
is neither known nor identifiable to us at the time of the acquisition. This is one of the reasons
we are able to acquire salons at a relatively low multiple of 3.0 to 4.0 times existing cash flows.
Paragraph B165 of SFAS 141 indicates that “the Board concluded that a customer base does not meet
the criteria for recognition apart from goodwill.” As such, we believe this portion of the
purchase price is captured within goodwill and should not be attributed to any other contractual
arrangement.

Mr. Robert S. Littlepage, Jr.

March, 2, 2005

Page 3

Furthermore, hair care services are personal in nature. As such, a customer will select a salon,
often after trying alternative salons within the same concentrated geographical location, based on
the quality and skill set of the stylist(s). Paragraph B168 of SFAS 141 indicates that the fair
value of an assembled workforce acquired should be included in goodwill. Because we are acquiring
the “going concern” value of the salon, driven primarily by the manner in which the salon has been
operated and the existing walk-in customer base’s relationship with the stylist(s), the value being
acquired is subsumed into goodwill in accordance with SFAS 141.

In summary, in executing our acquisition strategy, we do not target specific locations. Rather, as
we shared in our previous response, we acquire beauty salons that are widely available and have
cash flow history. The cash flow history primarily results from repeat walk-in customers driven by
the existing personal relationship between the customer and the stylist(s). Quality in the hair
care business is represented by the personal delivery of the stylists’ craft. These cash flows are
not a factor of the specific location or lease, they are a result of the “quality service” and
“proximity” competitive factors we outlined above and in our previous responses.

In future filings we will expand our discussion of what primarily constitutes residual goodwill to
include the inter-relationship between the local resident walk-in customer and the current existing
stylist(s) as of the acquisition date. We believe this discloses the key factors considered by
consumers of hair salon services that include personal relationships with individual stylist(s)
(driven by word-of-mouth referrals), service quality, and price point competitiveness.

Note 11 — Segment Information, page 72

    2.
    In your response to comment 4, you indicate that the two operating segments within your
international operations have been combined in an “all other” category and have been presented
as an “all other” reportable segment. As such, please explain to us why you disclose an
international reportable segment rather than an “all other” category within both your 10-K and
first quarter 10-Q.

Response:

Paragraphs 20 and 21 of FAS 131 allow operating segments which do not meet the quantitative
thresholds of a reportable segment to be aggregated into an “all other” category, provided that
reportable segments account for at least 75 percent of total consolidated revenues. Under the
quantitative guidelines of FAS 131, our North American operations, which represented 89 percent of
consolidated revenues for the year ended June 30, 2004, composed our only reportable segment as of
June 30, 2004.

Mr. Robert S. Littlepage, Jr.

March, 2, 2005

Page 4

Therefore, at a minimum, we had to disclose two segments in order to comply with FAS 131: (1) North
American operations and (2) “all other” operations.

As discussed in our previous letter, our international operations are comprised of two operating
segments: the United Kingdom and other European operations. Neither of these operating segments
met the quantitative thresholds outlined in paragraph 18 of SFAS 131. Since only international
operations remained in this “all other” segment, we believe labeling this segment “international”
increases the value and usefulness of the disclosure to the readers of the financial statements.
Furthermore, these two operating segments share similarities in that they relate solely to
operations associated with hair care salons.

In fiscal year 2004, beauty schools were included within their respective North American and
international segments based on the way in which we managed our business at that time (only ten
beauty schools were in operation as of June 30, 2004). During fiscal year 2005, management began
reviewing the operations of the beauty schools separately from the salon operations in anticipation
of further expansion into the beauty school business. Further, the acquisition of Hair Club for
Men and Women in December 2004 allowed us to expand into another new line of business (hair
restoration centers). Therefore, beauty schools and hair restoration centers each became new
operating segments during fiscal year 2005. Even with the addition of two new operating segments,
our North American salon operations continue to be our only reportable segment under the
quantitative guidelines of SFAS 131. Revenues from our North American salons represented just
under 90 percent of consolidated revenues for the three-months ended September 30, 2004 and
six-months ended December 31, 2004. Therefore, at a minimum, we must disclose two segments in
order to comply with SFAS 131: (1) North American salon operations and (2) “all other” operations.

In order to increase transparency and usefulness to the readers of our financial statements, we
decided to provide more detailed information in our filings. We believe that providing this lower
level of detail helps the readers to better understand our operations through the eyes of
management. We currently operate three different lines of business: salons, beauty schools and
hair restoration centers. In order to allow the readers of the financial statements to evaluate
the results achieved by each of our three lines of business and their effect on consolidated
operating results, the beauty schools and hair restorations centers were separated from the “all
other category” during the quarter ended December 31, 2004. After excluding the beauty schools and
hair restoration centers, the only operations remaining in the “all other” segment relate to
international salon operations. In order to increase usefulness to the readers of our financial
statements, we decided to continue labeling this segment in a more specific manner. Therefore, we
reported four segments in our December 31, 2004 Quarterly Report on Form 10-Q: (1) North American
salons, (2) international salons, (3) beauty schools and (4) hair restoration centers.

In summary, the segment disclosures included in our filings are more detailed than is required
under the provisions of SFAS 131 in order to increase the transparency and usefulness of our
financial statements. The only operations included in our “all other”

Mr. Robert S. Littlepage, Jr.

March, 2, 2005

Page 5

category relate to our international salon operations, therefore we believe our disclosure as
“international” is more descriptive than “all other” and not misleading to the users of the
financial statements.

Note 11 — Segment Information, page 72

    3.
    We refer to your response to comment 4. Paragraph 10b. of SFAS 131 states than “an operating
segment is a component of an enterprise whose operating results are regularly reviewed by the
enterprise’s chief operating decision maker to make decisions about resources to be allocated
to the segment and assess its performance.” Given your focus on continued growth and your
policy of franchise buybacks, it would seem necessary for the chief operating decision maker
to regularly assess the performance of company-owned salons and franchise salons separately in
order to determine the optimal growth and franchise buyback opportunities. If the chief
operating decision maker does not regularly assess performance of the North American company
owned salons and franchise salons separately, please explain to us how you determine which
growth and franchise opportunities to pursue.

Response:

Our chief operating decision maker (CODM) evaluates our revenue and salon growth on a system-wide
basis (revenues and salon counts), meaning that no distinction is made between company-owned and
franchise salons. Our CODM does not review the operating results of company-owned and franchise
salons separately as separate franchise operating results, other than sales information, is not
available to us. As indicated in our prior response, our internal organizational structure is
designed in North America to support both company-owned and franchised salons. That is, the
centralized real estate department, distribution centers, corporate development department,
training department and other corporate headquarter functions support both company-owned salons and
franchising operations. As such, these departmental costs are not separable between those costs
relating to company-owned salons and those relating to franchised salons. Therefore, discrete
financial information is not available for separate company-owned operations or franchise
operations due to the shared support structure

Our determination of acquisition growth and franchise buyback opportunities is based on an annual
capital budget. This budget does not differentiate between franchise or independent operators, but
allocates a pool of dollars to use during the year for acquisitions. Additionally, our
determination of organic growth is also based on an annual corporate budget concentrated on total
new unit openings, as the CODM is indifferent whether the new units opened are franchised units or
company-owned units.

While we have a history of repurchasing franchisees, we don’t target certain franchisees in our
annual budget or otherwise. In all cases, franchise owners contact us as an exit strategy.
Rather than lose the revenue stream associated with that franchise salon, we often choose to
purchase these salons. However, we also choose not to buy back some franchisee salons.

Mr. Robert S. Littlepage, Jr.

March, 2, 2005

Page 6

When an acquisition opportunity presents itself, we examine the salon’s cash flows in order to
determine whether or not to pursue the opportunity and determine purchase price. When we purchase
a salon, whether it is a franchise or independent operator, the purchase price is determined using
a multiple of that salon’s cash flow. The multiple or purchase price does not vary based on
whether or not that salon’s owner was a franchisee.

In summary, our CODM evaluates growth based on system-wide operations. For this reason,
company-owned salons and franchise salons are not evaluated separately. In all cases, acquisitions
are made when attractive opportunities present themselves.

We would like to thank you again for your timely suggestions. As we previously expressed, our goal
is to create financial statements which are as informative and transparent as possible to our
current and potential shareholders. As such, we appreciate any opportunity to enhance our current
disclosures. Please c

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
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<TEXT>

Mail Stop 0407

      							February 3, 2005

Via U.S. Mail and Fax
Mr. Randy L. Pearce
Executive Vice President
Chief Financial and Administrative Officer
Regis Corporation
7201 Metro Boulevard
Edina, MN 55439

	RE:	Regis Corporation
      Form 10-K for the fiscal year ended June 30, 2004
		Filed September 17, 2004

Form 10-Q for the quarter ended September 30, 2004
		File No. 0-11230

Dear Mr. Pearce:
      We have reviewed your supplemental response letter dated
December 23, 2004 as well as the above referenced filings and have
the following comments.  As noted in our comment letter dated
December 13, 2004, we have limited our review to your financial
statements and related disclosures and will make no further review
of
your documents.  As such, all persons who are responsible for the
adequacy and accuracy of the disclosure are urged to be certain
that
they have included all information required pursuant to the
Securities Exchange Act of 1934.

Form 10-KSB for the year ended June 30, 2004

Note 3 - Acquisitions, page 60

1. We refer to your response to comment 3.  Paragraph B173 of SFAS
141 states that "a contract may have value for reasons other than
terms that are favorable relative to market prices".  Your
interpretation of this guidance seems to suggest that leases would
have value outside of "favorable lease terms" only in cases where
the
real estate is difficult to obtain.  You explain further that the
type of real estate needed for your salons is quite abundant in
strip
malls in all geographic areas in which you conduct business.  As a
result, you have not allocated any of the purchase prices of your
acquisitions to the acquired leases.  However, in your response
you
also indicate that you target your acquisitions to specific lease
spaces that have a proven strong walk in customer base.  This
acquisition strategy suggests to us that a lease space in one
strip
mall could have a higher value than a physically identical or
similar
lease space in another strip mall in close proximity.  Further,
you
indicate that the principle reason to acquire a location is to
give
yourself the right to prime real estate that has an established
walk
up customer base.  Since you pay a premium for the value of these
walkup customer bases and the acquired leases represent the right
to
use the specific locations that have the established walkup
customer
bases, explain to us why you do not consider the value of these
walk-
in customer bases to equal the value of the acquired leases.

Note 11- Segment Information, page 72

2. In your response to comment 4, you indicate that the two
operating
segments within your international operations have been combined
in
an "all other" category and have been presented as an "all other"
reportable operating segment.  As such, please explain to us why
you
disclose an international reportable segment rather than an "all
other" category within both your 10-K and first quarter 10-Q.

3. We refer to your response to comment 4.  Paragraph 10b. of SFAS
131 states that "an operating segment is a component of an
enterprise
whose operating results are regularly reviewed by the enterprise`s
chief operating decision maker to make decisions about resources
to
be allocated to the segment and assess its performance".  Given
your
focus on continued growth and your policy of franchise buybacks,
it
would seem necessary for the chief operating decision maker to
regularly assess the performance of the company owned salons and
franchise salons separately in order to determine the optimal
growth
and franchise buyback opportunities.  If the chief operating
decision
maker does not regularly assess performance of the North American
company owned salons and franchise salons separately, please
explain
to how you determine which growth and franchise buyback
opportunities
to pursue.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  You may contact
Adam Washecka, Staff Accountant, at (202) 824-5569 or Robert
Littlepage, Jr., Accounting Branch Chief, at (202) 942-1947 if you
have questions regarding comments on the financial statements and
related matters.  Please contact me at (202) 942-1990 if you have
any
other questions.

							Sincerely,

							Larry Spirgel
							Assistant Director

??

??

??

??

Mr. Randy L. Pearce
Regis Corporation
February 3, 2005
Page 3

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December 23, 2004

Mr. Robert S. Littlepage, Jr.

Accounting Branch Chief

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re: Regis Corporation

Form 10-K for the year ended June 30, 2004

File No. 0-11230

Dear Mr. Littlepage:

     We have received and reviewed your comment letter dated December 13, 2004 and
plan to address each of the comments in the manner discussed below. The main
heading of each of your comments, as well as the comment itself, is included
below, followed by Regis Corporation’s (Regis or the “Company”) response to
each comment.

Form 10-K for the fiscal year ended June 30, 2004

Income Statement, page 49

    1.

    In accordance with Rule 5-03 of Regulation S-X, revise your consolidated
statement of operations so that product sales related to company-owned
salons and product sales related to franchise revenues are combined into
one line item.

Response

Beginning with our interim period ending December 31, 2004, we will revise our
consolidated statement of operations so that product sales related to
company-owned salons and product sales related to franchise revenues are
combined into one line item.

Note 1 — Business Description and Summary of Significant Accounting Policies
Recent Accounting Pronouncements, page 56

    2.

    You indicate that franchise entities are not within the scope of this
interpretation because they are businesses as defined by FIN 46(R).
However, paragraph 4h of FIN 46(R) states four conditions that may exist
which would disallow an entity from being excluded from the provisions of
FIN 46(R) because the entity is a business. For the cases in which you
had a financing agreement with the franchisee, explain to us in detail how
you determined that none of the four conditions in paragraph 4h existed
and provide us with the evaluation that you

    prepared (as disclosed on page 56). When preparing your response, please
address how you considered within your evaluation the following franchisee
relationships:

    •

    On page 66, you indicate within your Future Minimum Lease Payments
table that you have reimbursable franchisee leases

    •

    On page 66, you disclose that the Company is the guarantor on
certain equipment lease agreements between the franchisee and the
leasing companies.

    •

    On page 68, you indicate that the Company has a franchise stock
purchase plan available to substantially all franchisee employees.

Response

Summary Conclusion

The Company believes that its franchising activities are not within the scope
of FIN 46(R), except in a few limited cases, based on the fact that its
franchising agreements are best described as “plain vanilla” and contain normal
ongoing royalties and “at market” sublease rentals. The Company requires new
franchisees to evidence and guarantee enough net worth that results in the
franchisee having enough subordinated financial support that the Company
clearly would not be the primary beneficiary should the provisions be applied
to its franchise agreements. The rationale for this conclusion, along with the
few exceptions identified by the Company, is outlined below.

Supporting Background

FIN 46(R) defines financial support as variable interests that will absorb some
or all of an entity’s expected losses. The Company has determined that the
following variable interests may exist in its franchising arrangements:

    •

    Ongoing royalty arrangements.

    •

    Sublease rental arrangements (i.e., reimbursable franchise leases).

    •

    Note receivable arrangements.

    •

    Guarantee arrangements.

The Company’s franchising agreement will normally only include ongoing
royalties and sublease rentals (i.e., reimbursable franchise leases). In very
limited cases, Regis will extend a financing offer to a franchisee in the form
of a note receivable. In a few select cases, Regis has guaranteed the
franchise entities’ equipment lease payments. However, the practice of
entering into guarantees of equipment lease payments was ceased by the Company
over two years ago.

Regis’ limited number of guarantees and note receivable arrangements are
generally with large franchisees with significant financial resources who
already own multiple salons. The arrangements are entered into to stimulate
growth, not to sustain current operations.

Paragraph 4h of FIN 46(R) states that an entity that is deemed to be a
business, as defined, is not within the scope of FIN 46(R) unless one or more
of four conditions are met. Conditions 4h(1) and 4h(4) do not merit
consideration in the Company’s analysis due to the nature of the relationships
being considered. Conditions 4h(2) and 4h(3) were considered by the Company,
as they impact whether a franchise entity is subject to the provisions of FIN
46(R). Conditions 4h(2) and 4h(3) are as follows:

    4h(2)

    Substantially all of the activities of the entity involve or
are conducted on behalf of the reporting enterprise and its related
parties.

    4h(3)

    The reporting enterprise and its related parties provide
more than half of the equity, subordinated debt or other forms of
subordinated financial support to the entity based on an analysis of
the fair values of the interests in the entity.

These conditions attempt to address (i) those entities that have narrow
business purposes because they were designed to complement the reporting
enterprise’s operating or financing activities or (ii) those situations where a
party has significant financial support with an entity that would imply the
party has effective control, rather than voting control, over an entity and
holds the residual risks and rewards of ownership. When assessing these
criteria, the Company first considered whether any related parties exist that
need to be considered. The Company then (i) qualitatively considered the
nature of a franchise entity’s activities and its decision making abilities and
(ii) assessed the nature of the Company’s variable interests with a franchise
entity in comparison to a franchisee’s variable interests to assess the
significance of the financial support provided by the Company and therefore the
risks and rewards of ownership held by Regis.

Related Parties and De Facto Agents

Paragraph 16 of FIN 46(R) addresses the concept of related parties and de facto
agents. The Company concluded that its franchisees do not meet the definition
of related parties as defined in SFAS 57, “Related Party Disclosures.” This
assessment was straightforward, as the Company does not franchise locations to
members of management or their immediate family members. Further, “de facto
agent” relationships do not exist based on the following assessments.

    •

    Franchisees are able to, and nearly always, obtain third party “build
out” financing from lending institutions. If Regis extends a
financing offer, which is rare, it is done not because the franchisee
is unable to finance the operations of the franchise entity without
the financial support of Regis, but because of the ease of a
franchisee entering into such a financial arrangement with its
franchisor. The Company understands, based on its general knowledge
of the franchisees’ net worth and the historical sales volumes
generated by the franchisee at his or her existing salons, that a
franchise entity has other avenues for obtaining financing and is not
dependant on offers extended by Regis.

    •

    Regis requires all franchisees to evidence a minimum net worth at
inception of a new franchise arrangement adequate to sustain the
upfront costs associated with establishing a salon, which history
demonstrates begins to positively cash flow within twelve months after
opening. The Company does not loan amounts to a franchisee to acquire
its interest in the franchised entity except for very rare cases.

    •

    Regis’ franchisees are not officers, employees or members of governing
boards of the Company nor are company personnel managers, officers or
members of the governing boards of the franchise entities.

    •

    The franchising of a location does not involve any arrangement where
the Company’s variable interest(s) are transferred to a service
provider or the like.

In conclusion, Regis’ franchisees and franchising activities do not involve
related parties or “de facto agents” of Regis, as defined by FIN 46 (R). The
“rare cases” noted above are further considered under the discussion below of
the variable interests associated with note receivable arrangements.

Franchise Entity Activities and Decision Making Abilities

The Company believes that its franchise entities are independent businesses
whose principle purpose is to provide a return to the franchisees. In return,
Regis earns an initial franchisee fee, ongoing product sales revenue and an
ongoing royalty. Regis also receives sublease income, but the amounts received
generally do not generate a profit for the Company, as the sublease rentals
normally equal the primary lease rentals (a few acquired subleases contain a 10
percent markup). Further, the franchise agreement clearly states that Regis
provides no guarantee, express or implied, as to the revenues, profits or
success of the franchise salon and that the business risks are largely
dependent upon the business abilities and participation of the franchisee.

Further, the Company considered whether it has the direct or indirect ability
to make decisions about a franchise entity’s activities through voting or
similar rights. The Company’s consideration took into account the guidance
provided by FSP FIN 46(R)-3, “Evaluating Whether as a Group the Holders of the
Equity Investment at Risk Lack the Direct or Indirect Ability to Make Decisions
about an Entity’s Activities through Voting Rights or Similar Rights under FASB
Interpretation No. 46 (revised December 2003), Consolidation of Variable
Interest Entities,” in order to determine whether the decision-making,
permitted by the Company in its franchise arrangements, could result in one
concluding that the activities of the franchise entity involve or are conducted
on behalf of Regis. Because Regis’ standard franchising arrangement only
provides it the typical rights to protect its brands and not the right to “run”
the franchisee’s business, it is reasonable to conclude that the activities of
the franchisees are not conducted on behalf of the Company.

Specifically, Regis does not control the day-to-day operations of its
franchisees, including hiring and firing, establishing prices to charge for
products and services, business hours and capital expenditure decisions.
Regis’ standard franchise agreement does provide Regis the right to approve
location, suppliers and the sale of a franchise. However, the FSP permits
these and other rights in a franchising arrangement without it being considered
to provide the franchisor a controlling financial interest.

The Company also considered whether it maintains the obligation to absorb the
expected losses of the franchise entity or holds the right to receive the
expected residual returns. Through the franchise agreement, Regis is not
required to provide any additional capital contributions that may be necessary
to cover operating short falls. Further, Regis is only entitled to future
sublease income and royalty income from a standard franchisee arrangement.
Regis may also receive revenue from selling hair care products to the
franchisees although the franchisees can purchase approved products from other
sources. The franchisee holds the residual rights to the increase in the fair
value of the franchise entity through his or her residual interest in the
entity. No put or call arrangements exist. However, upon default by the
franchisee, Regis can commence operating a salon on that site, but is not
obligated to assume the franchise entity’s existing financial obligations.

In summary, the Company believes that substantially all of the inputs,
processes and output activities of a franchise entity are not conducted on its
behalf. As such, the Company concluded that it does not have arrangements with
its franchisees that would imply that the franchise entities’ activities are
performed substantially on Regis’ behalf.

Financial Support and Variable Interests

As indicated above, the nature of Regis’ financial support provided to a
franchise entity may consist of (i) ongoing royalty payments, (ii) at market
sublease rentals, associated with plentiful lease space availability, (iii)
note receivable arrangements (limited) and (iii) equipment lease guarantees
(limited). Each of these variable interests was considered in determining
whether a franchise entity was subject to the provisions of FIN 46(R).

Notes Receivable

Any variable interest entity’s liabilities may be variable interests because a
decrease in the fair value of an entity’s assets could be so great that all of
the liabilities would absorb that decrease. However, senior beneficial
interests and senior debt instruments with fixed interest rates or other fixed
returns normally would absorb little of the entity’s expected variability, and
therefore, a holder of only the most senior interests of a variable interest
entity likely would not be the primary beneficiary of that entity, unless the
subordinated interests of the variable interest entity are not large enough to
absorb the entity’s expected losses.

Regis’ very limited number of note receivable arrangements with its franchisees
are generally with large franchisees who already own multiple salons. The
arrangements are entered into to stimulate growth, not to sustain current
operations. Regis rarely, if ever, funds current operating losses and the
notes carry normal terms such that they do not provide Regis additional rights
to “run” the franchisee’s business. The notes carry only a fixed rate of
return and are collateralized by the franchisee’s business. The Company also
obtains a personal guarantee from the franchisee on the outstanding note
balance. As such, the Company does not believe its notes could result in it
being deemed the primarily beneficiary.

During the course of the FIN 46(R) implementation and associated analysis, the
Company identified certain arrangements with franchisees whereby the
outstanding note receivable balance warranted further consideration given the
significance of the note receivable balance. These limited cases are further
discussed below under the “Nonstandard Arrangements” caption.

Royalties and Sublease Rentals

The royalty arrangement with the Company’s franchise entities is variable based
on the actual sales of the franchisees. Further, Regis subleases the salons to
the majority of its franchisees to discourage franchisees from simply leaving
the system once they have established their walk-in customer base to their
businesses. That is, the sublease arrangement exists only to create an
economic disincentive to the franchisee from leaving the system by forcing them
to “walk-away” from their existing leasehold improvements and walk-in customer
base, if they were to leave the system. The sublease should be treated in a
manner similar to how a debt instrument is treated

since these are, in essence, financing arrangements. Because the actual
activities and the resulting fair value of an entity may affect the
collectability of both the royalty and sublease income, these arrangements were
considered by the Company when determining whether the franchise entities were
within the scope of FIN 46(R).

The Company believes its royalty and sublease arrangements are significantly
senior to interests that contain residual return rights. The residual rights
of return are held by the franchisees, as put and call arrangements do not
exist. Furthermore, Regis requires its franchisees to have a certain amount of
net worth to qualify to be a franchisee and that the franchisee must sign a
guarantee committing his or her net worth t

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0407

      							December 13, 2004

Via U.S. Mail and Fax
Mr. Randy L. Pearce
Executive Vice President
Chief Financial and Administrative Officer
Regis Corporation
7201 Metro Boulevard
Edina, MN 55439

	RE:	Regis Corporation
      Form 10-K for the fiscal year ended June 30, 2004
		Filed September 17, 2004

Form 10-Q for the quarter ended September 30, 2004
		File No. 0-11230

Dear Mr. Pearce:

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only the issues
addressed below and will make no further review of your documents.
As such, all persons who are responsible for the adequacy and
accuracy of the disclosure are urged to be certain that they have
included all information required pursuant to the Securities
Exchange
Act of 1934.  Where indicated, we think you should revise your
documents 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 detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the fiscal year ended June 30, 2004

Income Statement, page 49

1. In accordance with Rule 5-03 of Regulation S-X, revise your
consolidated statement of operations so that product sales related
to
Company-owned salons and product sales related to Franchise
revenues
are combined into one line item.

Note 1 - Business Description and Summary of Significant
Accounting
Policies

   Recent Accounting Pronouncements, page 56

2. You indicate that franchise entities are not within the scope
of
this interpretation because they are businesses as defined by FIN
46(R).  However, paragraph 4h of FIN 46(R) states four conditions
that may exist which would disallow an entity from being excluded
from the provisions of FIN 46(R) because the entity is a business.
For the cases in which you had a financing agreement with the
franchisee, explain to us in detail how you determined that none
of
the four conditions of paragraph 4h existed and provide us with
the
evaluation that you prepared (as disclosed on page 56).  When
preparing your response, please address how you considered within
your evaluation the following franchisee relationships:
* On page 66, you indicate within your Future Minimum Lease
Payments
table that you have reimbursable franchisee leases
* On page 66, you disclose that the Company is the guarantor on
certain equipment lease agreements between the franchisee and
leasing
companies.
* On page 68, you indicate that the Company has a franchise stock
purchase plan available to substantially all franchisee employees.

Note 3 - Acquisitions, page 60

3. You indicate that the majority of the purchase price of your
acquisitions is accounted for as goodwill rather than identifiable
intangible assets, which stems from the value associated with the
walk-in customer base of the acquired hair salon brand.  Explain
to
us how you determined that the value of the walk-in customer base
should be allocated to goodwill rather than either the hair salon
brand or the lease agreements that allow the salons to operate in
the
particular locations.  Refer to SFAS 141, which states that an
intangible asset shall be recognized as an asset apart from
goodwill
if it arises from contractual or other legal rights.  Paragraph
A14
of SFAS 141 lists tradenames (brand names) and lease agreements as
intangible assets that meet the contractual-legal criterion which
require that they be recognized apart from goodwill. Also note the
observations of the FASB Board in paragraphs B172 and B173.

Note 11- Segment Information, page 72

4. Explain to us how you determined that your franchise business
and
your company-owned salons business are not separate operating
segments.  Refer to paragraph 10 of SFAS 131 for guidance.  If you
have determined that they are separate operating segments and have
aggregated them into one reportable segment, tell us how you
determined that you met the criteria for aggregation in paragraph
17
of SFAS 131, including the requirement that the segments have
similar
economic characteristics.

Form 10-Q for the period ended September 30, 2004

5. Please comply with all of the above comments as applicable.

*    *    *    *

      As appropriate, please amend your Forms 10-K and 10-Q and
respond to these comments within 10 business days or tell us when
you
will provide us with a response.  You may wish to provide us with
marked copies of the amendment to expedite our review.  Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      You may contact Adam Washecka, Staff Accountant, at (202)
824-
5569 or Robert S. Littlepage, Jr., Accounting Branch Chief, at
(202)
942-1947 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 942-
1990
with any other questions.

							Sincerely,

							Larry Spirgel
							Assistant Director

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Mr. Randy L. Pearce
Regis Corporation
December 13, 2004
Page 3

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