SecProbe.io

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 April 22, 2026

Rene C sares
Chief Legal Officer
Ulta Beauty, Inc.
1000 Remington Blvd., Suite 120
Bolingbrook, IL

 Re: Ulta Beauty, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed April 3, 2026
Dear Rene C sares:

 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
cc: Garrett Bishop
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CORRESP
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 ​ ​ ​ , WI 53202-5306 TEL FAX ​ ​ ​ ​ EMAIL ​ ​ -0101 ​ ​ ATTORNEYS AT LAW 777 East Wisconsin Avenue Milwaukee, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX www.foley.com ​ WRITER’S DIRECT LINE 414.319.7024 gbishop@foley.com EMAIL ​ CLIENT/MATTER NUMBER 111989-0101 ​ April 10, 2026 ​ ​ ​ ​ ​ ​ ​ ​ Mr. Eddie Kim Office of Trade & Services Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street NE Washington, DC  20549 ​ ​ ​ ​ Re: Ulta Beauty, Inc. Preliminary Proxy Statement on Schedule 14A Filed on April 3, 2026 File No. 001-33764 ​ Dear Mr. Kim: On behalf of Ulta Beauty, Inc. (the “Company”), set forth below is the response of the Company to the comment of the Staff (the “Staff”) of the Securities and Exchange Commission set forth in the Staff’s letter, dated April 8, 2026, with respect to the above-referenced filing. The numbered item set forth below repeats (in bold italics) the comment of the Staff reflected in the comment letter, and following such comment is the response of the Company (in regular type). Concurrently herewith, the Company is filing Amendment No. 1 to Schedule 14A (the “Amended Proxy Statement”) that reflects the response to your comment. In addition, we are delivering to the Staff clean and marked courtesy copies of the Amended Proxy Statement. Capitalized terms used but not defined in this letter have the meanings given to such terms in the Amended Proxy Statement. References to page numbers in this letter are to page numbers in the Amended Proxy Statement. Preliminary Proxy Statement on Schedule 14A Proposal Three: Approval of the Proposed Amendment to our Certificate of Incorporation to . . ., page 21 1. Please revise to discuss the material risks to investors related to the proposed exclusive forum provision, including, but not limited to, increased costs to bring a claim and that the provision can discourage claims or limit investors’ ability to bring a claim in a judicial forum ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AUSTIN Boston CHICAGO dallas DENVER DETROIT houston JACKSONVILLE LOS ANGELES MADISON MEXICO CITY MIAMI MILWAUKEE NASHVILLE NEW YORK ORLANDO raleigh SACRAMENTO SALT LAKE CITY SAN DIEGO ​ SAN FRANCISCO SILICON VALLEY TALLAHASSEE TAMPA WASHINGTON, D.C. ​ BRUSSELS TOKYO ​ U.S. Securities and Exchange Commission April 10, 2026 Page 2 that they find favorable. Please also discuss whether there is uncertainty as to whether a court would enforce your exclusive forum provision. Response: The Company acknowledges the Staff’s comment and hereby confirms to the Staff that it has included revised disclosures on pages 22-23 of the Amended Proxy Statement. * * * ​ If the Staff has any questions with respect to any of the foregoing, please contact the undersigned at (414) 319-7024. Very truly yours, /s/ Garrett F. Bishop Garrett F. Bishop Foley & Lardner LLP ​ Cc: Jason Drory, U.S. Securities and Exchange Commission Edward Berk, Ulta Beauty, Inc.

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 April 8, 2026

Kecia L. Steelman
President and Chief Executive Officer
Ulta Beauty, Inc.
1000 Remington Blvd., Suite 120
Bolingbrook , Illinois

 Re: Ulta Beauty, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed April 3, 2026
 File No. 001-33764
Dear Kecia L. Steelman:

 We have reviewed your filing and have the following comment.

 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.

Preliminary Proxy Statement on Schedule 14A filed April 3, 2026
Proposal Three: Approval of the Proposed Amendment to our Certificate of
Incorporation to . . .,
page 21

1. Please revise to discuss the material risks to investors related to the
proposed exclusive
 forum provision, including, but not limited to, increased costs to bring
a claim and
 that the provision can discourage claims or limit investors ability
to bring a claim in
 a judicial forum that they find favorable. Please also discuss whether
there is uncertainty
 as to whether a court would enforce your exclusive forum provision.
 April 8, 2026
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.

 Please contact Eddie Kim at 202-551-8713 or Jason Drory at 202-551-8342
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Garrett Bishop
</TEXT>
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Mail Stop 3561

July 26, 2018

Scott M. Settersten
Chief Financial Officer, Treasurer and Assistant Secretary
Ulta Beauty, Inc.
1000 Remington Blvd., Suite  120
Bolingbrook, Illinois 60440

Re: Ulta Beauty, Inc.
 Form 10-K for the Fiscal Year Ended February 3, 2018
Filed April 3, 2018
File No. 001-33764

Dear Mr. Settersten :

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 the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

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			ulta_20170720_CORR

			ULTA BEAUTY, INC.

			1000 REMINGTON BLVD., SUITE 120

			BOLINGBROOK, ILLINOIS 60440

			July 20, 2018

			FOIA CONFIDENTIAL TREATMENT REQUESTED

			BY ULTA BEAUTY, INC.

			PURSUANT TO 17 C.F.R. § 200.83

			Via EDGAR and Email

						Ms. Jennifer Thompson

						Accounting Branch Chief

						Officer of Consumer Products

						Division of Corporation Finance

						United States Securities and Exchange Commission

						100 F Street, N.E.

						Washington, D.C. 20549

			Re:       Ulta Beauty, Inc.

			Form 10‑K for the Fiscal Year Ended February 3, 2018

			Filed April 3, 2018

			Form 10‑Q for the Quarterly Period Ended May 5, 2018

			Filed June 1, 2018

			Form 8‑K filed on March 15, 2018

			File No. 001‑33764

			Dear Ms. Thompson:

			Set forth below is the response of Ulta Beauty, Inc., a Delaware corporation  (the “Company,” “we,” “us” or “our”), to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated June 26, 2018, with respect to the above-referenced filings.  The numbered items set forth below repeat (in bold italics) the comments of the Staff reflected in the comment letter, and following such comments are the responses  of the Company (in regular type, except where otherwise noted).

			We request that this response be afforded confidential treatment pursuant to 17 C.F.R. § 200.83 and the Freedom of Information Act (“FOIA”), 5 U.S.C. § 552. Should the Commission receive any request that would encompass this response, pursuant to FOIA or otherwise, please contact Russell E. Ryba of Foley & Lardner LLP at (414) 297‑5668, and we will provide additional information in support of this request for confidential treatment. See “Confidential Treatment Request” below.

			FOIA CONFIDENTIAL TREATMENT REQUESTED

			BY ULTA BEAUTY, INC.

			PURSUANT TO 17 C.F.R. § 200.83

			Ms. Jennifer Thompson

			Page 2

			Form 10‑K for the Fiscal Year Ended February 3, 2018

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

			Results of Operations

			Gross Profit, page 32

			1.    To the extent material, please separately discuss and quantify the effect e-commerce sales have on your gross profit.

			Response:

			E-commerce sales represented 9.7% of our consolidated net sales in fiscal 2017. Consolidated gross profit was 35.6%  in fiscal 2017.  The average impact of e-commerce sales on the consolidated gross profit over the past three years was approximately [***]  basis points, as shown in the following table:

						Fiscal Year Ended

						2017

						2016

						2015

						Retail & Salon

						[***%]

						[***%]

						[***%]

						Total Company (1)

35.6%

36.0%

35.3%

			(1)Includes retail, salon, and e-commerce.

			The variance between consolidated gross profit excluding e-commerce and consolidated gross profit including e-commerce is not significantly different. The small impact e-commerce has on total Company gross profit is not attributed to any underlying business conditions. Short-term trends in merchandising, new brands, channel sales mix, promotions, markdowns, supply chain investments, or other factors can cause differences that are greater or smaller than the average in any given year.  Accordingly, we do not consider the effect of e-commerce sales on consolidated gross profit to be material.

			Form 10‑Q for the Quarterly Period ended May 5, 2018

			Item 1 Financial Statements

			Notes to Consolidated Financial Statements

			1. Business and basis of presentation, page 7

			2.    We note from your disclosure on page 16 that you aggregate your retail stores, salon services, and e-commerce operating segments into one reportable segment. It appears from your disclosure on page 12 and from your fourth quarter 2017 earnings call transcript that e-commerce net sales were 10% and “nearly 30%” of total net sales for the first quarter of 2018 and fourth quarter of 2017, respectively. Explain to us how you evaluated the aggregation criteria in ASC 280‑10‑50‑11 in

			FOIA CONFIDENTIAL TREATMENT REQUESTED

			BY ULTA BEAUTY, INC.

			PURSUANT TO 17 C.F.R. § 200.83

			Ms. Jennifer Thompson

			Page 3

determining you have only one reportable segment. In doing so, explain in sufficient detail how you determined your operating segments have similar economic characteristics. We note from your most recent Forms 10‑K and 10‑Q that retail store and e-commerce comparable sales increases were materially different for all periods presented. We further note management’s statements during your fourth quarter 2017 earnings call that e-commerce sales have margins below that of your brick and mortar business.

			Response:

			Since receiving the comment letter, we discovered one instance of the earnings call transcript online that states our e-commerce net sales were “nearly 30%” of total net sales for the fourth quarter of 2017, which we believe was the transcript the Staff reviewed. However, we stated in our fourth quarter 2017 earnings call on March 15, 2018 that our e-commerce net sales were “nearly 13%” of total net sales in the quarter (not 30%). We  contacted the third-party vendor and the inaccuracy was subsequently corrected.

			In response to the Staff’s comment letter dated December 3, 2010 on our Form 10‑K for fiscal 2009,  the Company noted that the salon services and e-commerce operating segments did not meet the quantitative threshold prescribed by ASC 280‑10‑50‑12 for separate disclosure. Further, the Company stated the aggregation criteria was satisfied and concluded that those operating segments should be combined with retail stores into one reportable segment pursuant to ASC 280‑10‑50‑13. As the Staff noted in the current comment letter dated June 26, 2018, the Company disclosed in its Form 10‑K for fiscal 2017 that we continue to aggregate three operating segments into one reportable segment.

			After considering the evolution of our business and changes in the retail environment as described more fully below and upon further analysis,  we have determined that the application of the relevant guidance in ASC 280 results in the identification of a single operating segment. The following analysis provides the basis for our conclusion.

			Relevant Guidance

			ASC 280‑10‑10‑1 describes the objective of segment reporting requirements, as follows:

			The objective of requiring disclosures about segments of a public entity and related information is to provide information about the different types of business activities in which a public entity engages and the different economic environments in which it operates to help users of financial statements do all of the following:

				 §

			Better understand the public entity’s performance;

				 §

			Better assess its prospects for future net cash flows; and

				 §

			Make more informed judgments about the public entity as a whole.

			FOIA CONFIDENTIAL TREATMENT REQUESTED

			BY ULTA BEAUTY, INC.

			PURSUANT TO 17 C.F.R. § 200.83

			Ms. Jennifer Thompson

			Page 4

			ASC 280‑10‑50‑1  states that  an  operating segment is a component of a public entity that has all of the following characteristics:

				 §

			It engages in business activities from which it may recognize revenues and incur expenses.

				 §

			Its operating results are regularly reviewed by the public entity’s chief operating decision maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance.

				 §

			Its discrete financial information is available.

			Management’s Analysis

			As a result of previous correspondence with the Staff regarding the Staff’s comment letter dated December 3, 2010 on the Company’s  Form 10‑K for fiscal 2009, we began to disclose that we had three operating segments: retail stores, salon services, and e-commerce. Over the last eight years, our e-commerce sales as a percentage of consolidated net sales has increased gradually from low single digits in fiscal 2009 to 9.7% in fiscal 2017. Our salon service revenue as a percentage of consolidated net sales has been approximately 5.0% since 2009.

			Business Overview

			The Company operates under the strategy of All Things Beauty. All in One Place.™,  a compelling value proposition, and a convenient and welcoming shopping environment. The stores and website provide guests with an integrated shopping experience and increased flexibility for their beauty buying needs. Regardless of whether in-store or online, we offer similar merchandise (which we purchase from the same suppliers) to similar customers, targeting the same class of customer – the “Beauty Enthusiast” through print, email marketing, digital marketing, and national TV and radio advertising.

			Our stores and website offer similar products to provide one-stop shopping for prestige, mass, and salon products, including more than 20,000 products from over 500 well-established and emerging beauty brands across all categories and prices points. Our current store format also includes an open and modern salon area with approximately eight to ten stations, which carry approximately 3,000 professional haircare and 125 professional styling products within our total assortment. Our salon services help drive product sales. Conversely, retail product customers can purchase hair services in the salon as well as skin, brow, or make-up services in the store.

			We utilize the same distribution centers and channels to distribute products and services to all customers. Our merchandise is delivered to our distribution centers, transported to our stores (or end customer for e-commerce orders) utilizing trucks, then sold to customers utilizing the same point of sale, inventory management and distribution systems and processes.

			Our merchandising team works with our centralized merchandise planning and forecasting group to ensure a consistent execution of pricing strategy and product replenishment from the same vendors across our store base, including salon, and e-commerce platform.

			FOIA CONFIDENTIAL TREATMENT REQUESTED

			BY ULTA BEAUTY, INC.

			PURSUANT TO 17 C.F.R. § 200.83

			Ms. Jennifer Thompson

			Page 5

			Consumer Evolution

			Consumer shopping patterns are and have been shifting and as a company we have been and are in the process of adjusting the way we communicate, market, and offer our products in response to this change in the retail environment. We continue to see a shift in how the guest shops both in-store and online. Most recently, approximately 80% of the Company’s online traffic was from a mobile device.

			The ability for our guests to shop multiple channels has a significant impact on sales. Compared to a guest who shops in-store (retail products) only, a guest who also shops:

				 §

			Salon services  spends 2.5x more;

				 §

			Online  spends 3x more; and

				 §

			Salon services and online  spends 5x more.

			Therefore, the Company has increased its focus on guest centric initiatives and being an omni-channel based retailer, continuing to make significant investments in omni-channel capabilities by integrating operations, merchandising, marketing, supply chain, and technology across retail stores and online. This investment substantially enhances the Company’s ability to compete effectively and will allow guests to buy anywhere and fill anywhere, which results in sales that are generated and fulfilled across multiple channels, as continued focus is placed on providing a seamless experience for guests in-store (retail and salon) and online and via mobile devices.

			When we began tracking the data in 2010, less than 3% of our loyalty members were omni-channel guests. Currently, 10% of our loyalty members shop both in-store (retail and salon) and online, but that number continues to grow.

			We view brick-and-mortar, which includes the salon located in the brick-and-mortar store, and e-commerce as being integral and fundamentally inseparable components of the Company’s business of selling similar merchandise to similar customers. As the Company continues its journey to become an omni-channel retailer, the distinction between brick-and-mortar and e-commerce sales becomes increasingly irrelevant due to our initiatives to become more guest-centric in this changing retail environment. As a result, the operating segments that were identified in prior years have become progressively more integrated.

			Examples of this integration include the use of the same:

				 §

			Sourcing and logistics functions to procure the same merchandise from the same vendors;

				 §

			Inventory in our distribution centers to fill orders from both online and stores;

				 §

			Advertising, promotional offers, customer loyalty reward program and other marketing methods in offering merchandise for sale to the same base of customers;

				 §

			Credit card opportunities (private label and co-branded) to customers; and

				 §

			Customer service center.

			FOIA CONFIDENTIAL TREATMENT REQUESTED

			BY ULTA BEAUTY, INC.

			PURSUANT TO 17 C.F.R. § 200.83

			Ms. Jennifer Thompson

			Page 6

			This integration is demonstrated in a variety of ways, including existing capabilities such as:

				 §

			Recently implemented capability for customers to order products online while shopping in our stores and have them shipped to their homes;

				 §

			Availability of store and salon inventory for sale online;

				 §

			Online access to store location information, brands by store, product and service information, and loyalty point and gift card balances;

				 §

			Improved inventory productivity;

				 §

			Online booking for salon service appointments;

				 §

			Availability of salon products used during services for sale in-store; and

				 §

			Ability for customers to return merchandise purchased online to store locations.

			This integration will be further revealed in planned future capabilities such as:

				 §

			Buy online, pick up in store capabilities;

				 §

			Distributed order management capabilities to improve inventory accuracy and productivity across all channels;

				 §

			Ship-from-store capabilities; and

				 §

			New technology that leverages intelligence to enhance guest engagement and interaction across all channels, offering more personalized and targeted communications.

			As explained above, we manage all aspects of the business including go-to-market strategy, procurement, advertising, and financial management on an integrated basis.

			CODM / Discrete Financial Information

			Our Chief Executive Officer operates as our CODM. The metrics received by the CODM include sales trends, gross profit, selling general & administrative expenses, operating income, and earnings before tax (EBT). While the CODM receives multiple metrics, the CODM uses the financial measure of consolidated EBT to assess performance. For purposes of making operational decisions and assessing financial performance, our CODM regularly reviews our financial information prepared at the consolidated financial statement level,  with further disaggregated information reviewed for revenues and a  measure of gross profit. This is consistent with how information is presented to the Board of Directors.

			The Company’s internal financial reporting package includes sales and, in more limited manner, gross profit comparisons for retail stores, salon services, and e-commerce, however, it does not further segregate results of the Company’s overall operations in this manner (nor are there separate balance sheets).  Although sales and a measure of gross profit by channel is available, a measure of net income or loss is not. This measure of gross profit information is not consistent with our financial measure of gross profit disclosed and evaluated on a consolidated basis in our filings as

Mail Stop 3561

June 2 6, 2018

Scott M. Settersten
Chief Financial Officer, Treasurer and Assistant Secretary
Ulta Beauty, Inc.
1000 Remington Blvd., Suite  120
Bolingbrook, Illinois 60440

Re: Ulta Beauty, Inc.
 Form 10-K for the Fiscal Year Ended February 3, 2018
Filed April 3, 2018
Form 10 -Q for the Quarterly Period Ended May 5, 2018
Filed June 1, 2018
Form 8 -K filed on March 15 , 2018
File No. 001-33764

Dear Mr. Settersten :

We have reviewed your filing an d 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 busine ss days by providing the requested
information or advis e us as soon as possible when you w ill 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.

Form 10 -K for the Fiscal Year En ded February 3, 2018

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

Results of Operations

Gross Profit, page 32

1. To the extent material, p lease separately discuss  and quantify the effect e -commerce sales
have on your gross profit .

Scott M. Settersten
Ulta Beauty, Inc.
June 26 , 2018
Page 2

 Form 10 -Q for the Quarterly Period ended May 5, 2018

Item 1 Financial Statements

Notes to Consolidated Financial Statements

1. Business and basis of presentation, page 7

2. We note from your disclosure on page 16 that you aggregate your retail stores, salon
services, and e -commerce operating segments into one reportable segment.  It appears
from your disclosure on page 12 and from your fourth quarter 2017 earnings call
transcript that e -commerce net sales were 10% and “near ly 30%” of total net sales for the
first quarter of 2018 and fourth quarter of 2017, respectively.  Explain to us how you
evaluated the aggregation criteria in ASC 280 -10-50-11 in determining you have only
one reportable segment.  In doing so, explain in s ufficient detail how you determined
your operating segments have similar economic characteristics.  We note from your most
recent Forms 10 -K and 10 -Q that retail store and e -commerce comparable sales increases
were materially different for all periods pres ented.  We further note management’s
statements during your fourth quarter 2017 earnings call that e -commerce sales have
margins below that of your brick and mortar business.

Form 8 -K filed March 15, 2018

3. We note that you adjust diluted EPS for the one -time hourly associates bonus on an after -
tax basis.  In future filings, p lease present such adjustments on a pre -tax basis  with
separate disclosure of the  related income tax impact to comply with Non -GAAP
Financial Measures C&DI 102.11.

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 Babula, Staff Accountant at  (202) 551 -3339, or Andr ew Blume,
Staff Accountant  at (202) 551 -3254,  if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551 -3737 with any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Con sumer Products

Mail Stop 3561
June 30 , 2017

Mr. Scott M. Settersten
Chief Financial Officer, Treasurer and Assistant Secretary
Ulta Beauty, Inc.
1000 Remington Blvd., Suite 120
Bolingbrook, IL 60440

Re: Ulta Beauty, Inc.
 Form 10 -K for the Fiscal Year Ended January 28, 2017
Filed March 28, 2017
File No. 1-33764

Dear Mr. Settersten :

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 the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Officer of Consumer Products

CORRESP
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CORRESP

 ULTA BEAUTY, INC.

1000 REMINGTON BLVD., SUITE 120

BOLINGBROOK, ILLINOIS 60440

June 29, 2017

 Via EDGAR and Email

 Ms. Jennifer Thompson

 Accounting Branch Chief

 Officer of Consumer Products

 Division of Corporation
Finance

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
Ulta Beauty, Inc.

Form 10-K for the Fiscal Year Ended January 28, 2017

Filed March 28, 2017

File No. 1-33764

 Dear Ms. Thompson:

Set forth below is the response of Ulta Beauty, Inc., a Delaware corporation (the “Company,” “we,” “us” or
“our”), to the comment of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated June 27, 2017, with respect to the above-referenced filing.
The numbered item set forth below repeats (in bold italics) the comment of the Staff reflected in the comment letter, and following such comment is the response of the Company (in regular type, except where otherwise noted).

Item 15. Exhibits and Financial Statement Schedules

Report of Independent Registered Public Accounting Firm, page 46

1.
We note that the audit performed by your independent registered public accounting firm includes the financial statement schedule listed in the Index at Item 15; however, no opinion was provided on the
financial statement schedule. Please confirm to us that your independent registered public accounting firm audited the financial statement schedule. Also, in future filings, please ensure that the audit opinion included in your filing opines on both
the financial statements and any financial statement schedule. Refer to Rule 5-04(c) of Regulation S-X.

 Ms. Jennifer Thompson

 Page
 2

 Response:

We hereby confirm that our independent registered accounting firm audited the financial statement schedule in compliance with
Rule 5-04(c) of Regulation S-X. The omission of opinion over this financial statement schedule was due to an administrative oversight. Future annual filings will include a Report of Independent Registered Public Accounting firm similar to the
following, which is a markup of Ulta Beauty, Inc.’s Form 10-K for the fiscal year ended January 28, 2017, with the new information highlighted in italics:

The Board of Directors and Stockholders

Ulta Beauty, Inc.

 We have
audited the consolidated balance sheets of Ulta Beauty, Inc. (the Company) as of January 28, 2017 and January 30, 2016, and the related consolidated statements of income, cash flows, and stockholders’ equity for each of the three
years in the period ended January 28, 2017. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and schedules are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements and schedule based on our audits.

 We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of
Ulta Beauty, Inc. at January 28, 2017 and January 30, 2016, and the results of its operations and its cash flows for each of the three years in the period ended January 28, 2017, in conformity with U.S. generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

 We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Ulta Beauty,
Inc.’s internal control over financial reporting as of January 28, 2017, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework) and our report dated March 28, 2017, expressed an unqualified opinion thereon.

 (Firm signature)

Chicago, Illinois

 March XX,
201X

 * * *

 Ms. Jennifer Thompson

 Page
 3

 If the Staff has any questions with respect to the foregoing, please contact the undersigned
at (630) 410-4807 or Russell E. Ryba of Foley & Lardner LLP at (414) 297-5668.

Very truly yours,

/s/ Scott M. Settersten

Scott M. Settersten

Chief Financial Officer, Treasurer and Assistant Secretary

cc:
Yong Kim

 United States Securities and Exchange Commission

Russell E. Ryba

 Foley & Lardner LLP

Jodi J. Caro

 Ulta Beauty, Inc.

Mail Stop 3561
June 27 , 2017

Mr. Scott M. Settersten
Chief Financial Officer, Treasurer and Assistant Secretary
Ulta Beauty, Inc.
1000 Remington Blvd., Suite 120
Bolingbrook, IL 60440

Re: Ulta Beauty, Inc.
 Form 10 -K for the Fiscal Year Ended January 28, 2017
Filed March 28, 2017
File No. 1-33764

Dear Mr. Settersten :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment , we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e 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.

Item 15.  Exhibits and Financial Statement Schedules

Report of Independent Registered Public Accounting Firm, page 46

1. We note that the audit performed by your independent registered public accounting firm
includes the financial statement schedule listed in the Index at Item 15; however, no
opinion was provided on the financial statement schedule.  Please  confirm to us that your
independent registered public accounting firm audited the financial statement schedule.
Also, in future filings, please ensure that  the audit opinion included in your filing opines
on both the financial statement s and any financial statement schedule .  Refer to Rule 5 -
04(c) of Regulation S -X.

Mr. Scott M. Settersten
Ulta Beauty, Inc.
June 27 , 2017
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 Yong Kim, Staff Accountant, at (202) 55 1-3323  or me at (202) 551 -
3737 with any questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Officer of Consumer Products

Mail Stop 3561
September 6, 2016

Mr. Scott M. Settersten
Chief Financial Officer, Treasurer and Assistant Secretary
Ulta Salon, Cosmetics & Fragrance, Inc.
1000 Remington Blvd., Suite 120
Bolingbrook, IL  60440

Re: Ulta Salon, Cosmetics & Fragrance, Inc.
 Form 10-K for the Fiscal Year Ended January 30, 2016
Filed March 30 , 2016
File No. 1 -33764

Dear Mr. Settersten :

We have completed our review of your filings.  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 s 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 s to be certain that the filing s include  the
information the Secur ities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Officer of Consumer Products

CORRESP
1
filename1.htm

CORRESP

 ULTA SALON, COSMETICS & FRAGRANCE,
INC.

 1000 REMINGTON BLVD., SUITE 120

BOLINGBROOK, ILLINOIS 60440

August 15, 2016

 Via EDGAR and Email

 Ms. Jennifer Thompson

 Accounting Branch Chief

Office of Consumer Products

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
Ulta Salon, Cosmetics & Fragrance, Inc.

Form 10-K for the Fiscal Year Ended January 30, 2016

Filed March 30, 2016

Form 10-Q for the Quarter Ended April 30, 2016

Filed June 2, 2016

File No. 1-33764

 Dear Ms. Thompson:

Set forth below are the responses of Ulta Salon, Cosmetics & Fragrance, Inc., a Delaware corporation (the “Company,”
“Ulta Beauty,” “we,” “us” or “our”), to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated
July 28, 2016, with respect to the above-referenced filings. The numbered items set forth below repeat (in bold italics) the comments of the Staff reflected in the comment letter, and following such comments are the responses of the Company (in
regular type, except where otherwise noted).

 Form 10-K for the Fiscal Year Ended January 30, 2016

Overview, page 1

1.
You use the term “boutiques” in several places in your filing as well as your Form 8-K filed on March 10, 2016 and your fourth quarter 2015 earnings conference call. Please define and explain what
is meant by boutiques, including “full-service boutiques,” “prestige boutiques” and “Clinique, Lancome, and Benefit boutiques.” If boutique is meant to be a subset of your Ulta Beauty stores for your prestige brands,
please clarify this in your filing. Please also clarify whether prestige consultants work solely in the prestige boutique and whether customers can purchase prestige products only in the prestige boutique.

 Ms. Jennifer Thompson

 Page
 2

 Response:

A typical Ulta Beauty store carries more than 20,000 prestige, mass and professional beauty products. We present these
products in a self-service environment using centrally produced planograms, which are detailed schematics showing product placement in the store. Products are displayed on a variety of custom designed fixtures. Examples of these fixtures include
boutiques, lighted arches, gondolas, étagères, tables and endcaps. A “boutique” or “prestige boutique” is a set of custom designed fixtures configured to prominently display certain prestige brands such as Clinique,
Lancôme and Benefit within our stores.

 Our prestige beauty consultants or advisors are trained to assist customers
with all prestige brands throughout the store. Our customers can shop for prestige products in a variety of locations in the store, whether merchandised in prestige boutiques or displayed on other product fixtures elsewhere in the store.

In the Company’s future public filings, we will define “boutiques” as described above (namely, as a set of
custom designed fixtures configured to prominently display certain prestige brands within our stores).

 Financial Statements

Notes to Consolidated Financial Statements, page 50

2.
Please disclose revenues from external customers for each type of product and service sold such as cosmetics, haircare, salon styling tools, skincare and bath and body, fragrance, nail polish and nail care
products, men’s products, Ulta Beauty Collection, and other health and beauty products. Alternatively, you may provide such disclosure in a manner in which you group similar products and services. Refer to ASC 280-10-50-40.

 Response:

In response to the Staff’s comment, in future annual filings the Company will provide further detail on revenues from
external customers by type of product and services sold in Note 1, Business and Basis of Presentation, of the Notes to Consolidated Financial Statements, including the percentage of net sales for each significant type of product and service for all
periods presented. Future annual filings will generally include disclosure similar to the following, which is a markup of Note 1 in Ulta Beauty’s Form 10-K for the fiscal year ended January 30, 2016, with the new information highlighted in
italics:

 1. Business and basis of presentation

Ulta Salon, Cosmetics & Fragrance, Inc. was incorporated in the state of Delaware on January 9, 1990, to operate
specialty retail stores selling cosmetics, fragrance, haircare and skincare products, and related accessories and services. The stores also feature full-service salons. As of January 30, 2016, the Company operated 874 stores in 48 states. As
used in these notes and throughout this Annual Report on Form 10-K, all references to “we,” “us,” “our,” “Ulta,” “Ulta Beauty” or the “Company,” refer to Ulta Salon, Cosmetics &
Fragrance, Inc. and its consolidated subsidiary, Ulta Inc. All amounts are stated in thousands, with the exception of per share amounts and number of stores.

 Ms. Jennifer Thompson

 Page
 3

 The Company has determined its operating segments on the same basis that it
uses to internally evaluate performance. The Company has combined its three operating segments, retail stores, salon services and e-commerce, into one reportable segment because they have a similar class of consumer, economic characteristics, nature
of products and distribution methods.

 The Company separates its merchandise and services revenue into five primary
categories: (1) cosmetics; (2) skincare, bath and fragrance; (3) haircare products and styling tools; (4) salon services; and (5) other, which includes nail products and accessories. The following table sets forth the
approximate percentage of net sales attributed to each merchandise category for the fiscal years set forth below:

Fiscal year ended

January 30,
2016

January 31,
2015

February 1,
2014

 Cosmetics

x
%

x
%

x
%

 Skincare, Bath & Fragrance

x
%

x
%

x
%

 Haircare Products & Styling Tools

x
%

x
%

x
%

 Salon Services

x
%

x
%

x
%

 Other

x
%

x
%

x
%

100
%

100
%

100
%

 Form 10-Q for the Quarter Ended April 30, 2016

Financial Statements

 8. Share
Repurchase Program, page 12

3.
We note that you entered into an accelerated share repurchase (ASR) agreement with Goldman, Sachs & Co. to repurchase $200 million in shares of your common stock. We also note that you paid the $200
million and received an initial delivery of 852,000 shares of common stock which represents 80% of the total shares you expect to receive. We further note that you accounted for this as an equity transaction and recorded the excess over par value as
reduction to additional paid-in capital and retained earnings. Please tell us how you accounted for the ASR at inception and how you accounted for it at settlement, as you stated in your first quarter 2016 earnings call on May 26, 2016 that the
ASR has been settled. In doing so, please refer to ASC 505-30-25-5 and 25-6 and specifically tell us how you considered the forward contract and ASC 815-40. You may want to provide journal entries to illustrate your accounting. Furthermore, please
provide us with the calculation of your weighted average shares outstanding that shows the immediate reduction for the shares received from Goldman, Sachs & Co.

Response:

 Accounting
Considerations

 The following outlines the accounting considerations related to the Company’s ASR agreement.

 Ms. Jennifer Thompson

 Page
 4

 Per ASC 505-30-25-5 and 25-6, an entity shall account for an accelerated
share repurchase program as two separate transactions: (1) as shares of common stock acquired in a treasury stock transaction recorded on the acquisition date; and (2) as a forward contract indexed to its own common stock. As such, the
Company viewed the ASR agreement as two separate transactions.

 Transaction #1 – Treasury Stock Acquisition:

 On March 15, 2016, during Ulta Beauty’s first quarter, the Company paid $200 million and received initial
delivery of 851,653 shares of its common stock.

 During the first quarter of 2016, the Company recorded (1) the par
value of the common shares received (851,653 x $0.01), (2) the fair value of the ASR agreement in additional paid-in capital, (3) retained earnings equal to the shares repurchased multiplied by the March 15, 2016 stock price of
$187.87, less par value, and (4) the cash payment made. The ASR agreement was not settled until Ulta Beauty’s second quarter.

 Trade Date Entry:

 Initial delivery of 851,653 shares, or 80% of total:

 Common Stock (Par Value)

$
8,516.53

 Additional Paid-In Capital

$
40,000,000.00

 Retained Earnings*

$
159,991,483.47

 Cash

$
200,000,000.00

*
The Company elected to retire the shares repurchased as part of the ASR agreement; therefore, in accordance with ASC 505-30-30-8, the Company recorded the excess over par value and additional paid-in capital to retained
earnings as opposed to treasury stock.

 Transaction #2 – Forward Contract:

On May 16, 2016, during the Company’s second quarter, the ASR settled and the Company received an additional 153,418
shares of common stock.

 The first consideration for the second transaction was to determine whether the forward contract
indexed to our own stock should be considered a liability contract per ASC 480-10-25-14. An instrument requiring delivery of a variable number of shares is classified as a liability if, at inception, the monetary value of the obligation is based
solely or predominantly on (1) a fixed monetary amount known at inception, (2) variations in something other than the fair value of the issuer’s equity shares or (3) variations inversely related to changes in the fair value of
the issuer’s equity shares.

 Under the Company’s ASR agreement, a variable number of shares were to be delivered
at settlement or maturity. The monetary value delivered at settlement was equal to the volume-weighted average daily market price (VWAP) over the term of the agreement and the spot (closing) share price, multiplied by the number of shares. Since the
monetary value changed as the VWAP changed, it was not predominantly based on a fixed monetary amount. As stated above, the obligation is based on the VWAP of the Company’s shares (which is not something other than the fair value of the
Company’s equity shares). Additionally, the Company could have been required to deliver value as the VWAP increased and could have received value as the VWAP decreased; therefore the monetary value was not based on variations inversely related
to changes in the fair value of the reporting entity’s equity shares. As a result, we believe that the ASR agreement is not within the scope of ASC 480-10-25.

 Ms. Jennifer Thompson

 Page
 5

 Forward contracts to repurchase a variable number of our equity shares that
require physical settlement are accounted for in conformity with guidance in ASC 815-10-15. Under ASC 815-10-15-74, contracts issued or held by a company that are both (1) indexed to its own stock and (2) classified in stockholders’
equity in its Statement of Financial Position shall not be considered to be derivative instruments. These two items are evaluated below:

1. Indexed to Its Own Stock – Per the two-step approach outlined in ASC 815-40-15-7, the Company determined that the ASR
agreement entered into on March 8, 2016 was indexed to its own stock:

ASC 815-40-15-7

Applicability to the Company’s ASR

Step 1 – Evaluate the instrument’s contingent exercise provisions, if any.

Any contingent exercise provision must be evaluated to determine if there are factors that would preclude the financial instrument from being considered indexed to a
company’s own stock. The Company’s instruments do not contain an exercise contingency; therefore, no further evaluation is needed. Proceed to Step 2.

Step 2 – Evaluate the instrument’s settlement provisions.

If the number of shares used to calculate the settlement amount of the forward contract is not fixed, the instrument would still be
considered indexed to a company’s own stock if the only variables that could affect the settlement would be inputs to the fair value of a fixed-for-fixed forward or option on equity shares. Under the Company’s ASR agreement, the only
variable that can affect the settlement amount of the contract is the VWAP of the Company’s stock, which is an input to the fair value of a fixed-for-fixed forward contract on equity shares. Therefore, the ASR forward contracts are considered
indexed to the Company’s own stock.

 2. Equity Classification – ASC 815-40-25 provides guidance on the balance sheet
classification of freestanding derivative financial instruments that a company enters into that are indexed to, and sometimes settled in, its own stock. Contracts that include any provision that could require net cash settlement cannot be accounted
for as equity, except in limited circumstances. ASC 815-40-25 sets forth a number of additional criteria, intended to identify situations in which net cash settlement could be forced, that must be met for a contract to be classified as equity:

ASC 815-40-25 Criteria

Applicability to the Company’s ASR

The contract permits the entity to settle in unregistered shares.

True. The ASR agreement states that net share settlement shall be made by delivery of registered or unregistered shares.

The entity has sufficient authorized and unissued shares available to settle the contract after considering all other commitments that may
require the issuance of stock during the maximum period the derivative instrument could remain outstanding.

True. The Company has 400,000,000 authorized shares and more than 80% of the authorized shares are unissued.

The contract contains an explicit limit on the number of shares to be delivered in a share settlement.

True. The ASR agreement has an explicit limit on the number of shares to be delivered. Under no circumstance are the shares to be greater
than the number of shares we have authorized and unissued.

 Ms. Jennifer Thompson

 Page
 6

There are no required cash payments to the counterparty in the event the entity fails to make timely filings with
the Securities and Exchange Commission.

True. There is no requirement to deliver cash in respect of the settlement of the ASR agreement.

There are no cash settled top-off or make-whole provisions.

True. There is no requirement to settle any shortfalls with cash.

There are no provisions in the contract that indicate that the counterparty has rights that rank higher than those of a shareholder of the stock
underlying the contract.

True. There are no such provisions within the ASR agreement.

There is no requirement in the contract to post collateral at any point or for any reason.

True. There is no requirement to post collateral in the ASR agreement.

 Based on the transaction structure, the forward purchase contract portion of the
Company’s ASR transaction would satisfy all of the criteria above; therefore, the forward contract should be classified as an equity instrument. Therefore, any changes to the market value of the contract are recorded in the equity section of
the balance sheet, not the income statement. The fair value of the forward contract at inception is zero, so no accounting for the forward contract is required until settlement, as long as the forward contract continues to meet the requirements for
classification as an equity instrument.

 At settlement on May 16, 2016, during the Company’s second quarter, the
VWAP exceeded the initial purchase price and 153,418 additional shares were delivered to the Company. Accordingly, during the second quarter of 2016, we recorded (1) the par value of the common shares received (153,418 x $0.01),
(2) retained earnings (because we intend to retire the shares) equal to the shares repurchased multiplied by the May 16, 2016 stock price of $208.13, less par value, and (3) an offsetting entry to additional paid-in capital.

 Expected Settlement Date Entry:

 Settlement with delivery of 1

Mail Stop 3561
July 28 , 2016

Mr. Scott M. Settersten
Chief Financial Officer, Treasurer and Assistant Secretary
Ulta Salon, Cosmetics & Fragrance, Inc.
1000 Remington Blvd., Suite 120
Bolingbrook, IL60440

Re: Ulta Salon, Cosmetics & Fragrance, Inc.
 Form 10-K for the Fiscal Year Ended January 30, 2016
Filed March 30 , 2016
Form 10 -Q for the Quarter Ended April 30, 2016
Filed June 2, 2016
File No. 1 -33764

Dear Mr. Settersten :

We have limited our review of your filing 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 resp ond to these comments  within ten busine ss days by providing the requested
information or advis e 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.

Form 10 -K for the Fiscal Year Ended January 30, 2016

Overview, page 1

1. You use the term “boutiques” in several places in your filing as well as your Form 8 -K
filed on March 10, 2016 and your fourth quarter 2015 earnings conference call.  Please
define and explain what is meant by boutiques, including “full -service boutiques ,”
“prestige boutiques” and “Clinique, Lancome, and Benefit boutiques .”  If boutique is
meant to be a subset of your Ulta Beauty stores for your prestige brands, please clarify
this in your filing.  Please also clarify whether prestige consultants work solely in the
prestige boutique and whether customers can purchase prestige products only in  the
prestige boutique.

Mr. Scott M. Settersten
Ulta Salon, Cosmetics & Fragrance, Inc.
  July 28 , 2016
Page 2

 Financial Statements

Notes to Consolidated Financial Statements, page 50

2. Please disclose revenues from external customers for each type of product and service
sold such as cosmetics, haircare, salon styling tools, skincare and bath and body,
fragrance, nail polish and nail care products, men’s products, Ulta Beauty Collection, and
other health and beauty products.  Alternatively, you may provide such disclosure i n a
manner in which you group similar products  and services .  Refer to ASC 280 -10-50-40.

Form 10 -Q for the Quarter Ended April 30, 2016

Financial Statements

8. Share Repurchase Program, page 12

3. We note that you entered into an accelerated share repurchase (ASR) agreement with
Goldman, Sachs & Co. to repurchase $200 million in shares of  your common stock.  We
also note that you paid the $200 million and re ceived  an initial delivery of 852,000 shar es
of common stock which represents 80% of the total shares you expect to receive.  We
further note that you accounted for this as an equity transaction and recorded the excess
over par value as reduction to additional paid -in capital and retained earnings .  Please tell
us how you accounted for the ASR at inception and how you accounted for it at
settlement, as you stated in your first quarter 2016 earnings call on May 26, 2016 that the
ASR has been settled.  In doing so, please refer to ASC 505 -30-25-5 and  25-6 and
specifically tell us how you considered the forward contract and ASC 815 -40.  You may
want to provide journal entries to illustrate your accounting.  Furthermore, please provide
us with the calculation of your weighted average shares outstanding that shows the
immediate reduction for the shares received from Goldman, Sachs & Co.

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 Securitie s 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 m ade.

Mr. Scott M. Settersten
Ulta Salon, Cosmetics & Fragrance, Inc.
  July 28 , 2016
Page 3

  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 securiti es laws of the United States.

You may  contact  Yong  Kim, Staff  Accountant,  at (202)  551-3323  or Lisa Sellars ,
Staff  Accountant,  at (202) 551-3348  if you have  questions regarding  comments on the financial
statements  and related  matters.   Please contact  me at (202)  551-3737  with any other  questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Officer of Consumer Products

November 1, 2013

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

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

Dear Mr. Settersten:

We have completed our review of your filings .  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 s 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 s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Mara L. R ansom

 Mara L. Ransom
Assistant Direct or

CORRESP
1
filename1.htm

CORRESP

 Ulta Salon, Cosmetics & Fragrance, Inc.

1000 Remington Blvd.

 Bolingbrook, IL
60440

 Tel: (630) 410-4800

 October 21, 2013

VIA EDGAR

 Ms. Mara L. Ransom

Assistant Director

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Ulta Salon, Cosmetics & Fragrance, Inc.

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

 Filed April 3, 2013

Definitive Proxy Statement on Schedule 14A

Filed April 24, 2013

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

Filed September 12, 2013

File No. 001-33764

 Dear
Ms. Ransom:

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

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

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

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

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

 Division of Corporation Finance

Securities and Exchange Commission

 October 21, 2013

 Page
 2

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

Fiscal year ended

February 2, 2013

January 28, 2012

January 29, 2011

(In thousands)

$

%

$

%

$

%

 Retail Sales

2,043,813

92
%

1,636,339

92
%

1,338,359

92
%

 Salon Sales

121,357

6
%

98,479

6
%

86,484

6
%

 E-commerce Sales

55,086

2
%

41,333

2
%

29,995

2
%

 Net Sales

2,220,256

100
%

1,776,151

100
%

1,454,838

100
%

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

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

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

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

Results of Operations, page 33

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

 Division of Corporation Finance

Securities and Exchange Commission

 October 21, 2013

 Page
 3

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

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

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

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

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

 Division of Corporation Finance

Securities and Exchange Commission

 October 21, 2013

 Page
 4

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

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

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

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

Investing Activities, page 36

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

 Division of Corporation Finance

Securities and Exchange Commission

 October 21, 2013

 Page
 5

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

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

 Notes to the Financial Statements

Note 4. Commitments and contingencies, page 53

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

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

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

 Division of Corporation Finance

Securities and Exchange Commission

 October 21, 2013

 Page
 6

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

 Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 25

5.
We note that you disclosed the compensation for your current chief executive officer, former and current acting chief financial officers, and

CORRESP
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CORRESP

Ulta Salon, Cosmetics & Fragrance, Inc.

 1000 Remington Blvd.

Bolingbrook, IL 60440

 Tel: (630) 410-4800

 September 25, 2013

VIA EDGAR CORRESPONDENCE

 Ms. Mara L.
Ransom

 Assistant Director

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Ulta Salon, Cosmetics & Fragrance, Inc.

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

Filed April 3, 2013

Definitive Proxy Statement on Schedule 14A

Filed April 24, 2013

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

Filed September 12, 2013

File No. 001-33764

 Dear Ms. Ransom:

On behalf of Ulta Salon, Cosmetics & Fragrance, Inc. (the “Company”), I am responding to the comment letter dated September 23, 2013
with respect to the above-referenced filings. Based on a telephonic discussion on September 25, 2013 between Richard Meller of Latham & Watkins LLP, counsel to the Company, and Liz Walsh of the Staff of the Division of Corporation
Finance, we hereby confirm that the Company expects to respond to the Staff’s comment letter on or before October 23, 2013.

 If you have any
questions or comments, or if you require any additional information, please call me at (630) 410-4807.

Sincerely yours,

/s/ Scott M. Settersten

 Scott M. Settersten

 Chief Financial Officer
and

 Assistant Secretary

September 23, 2013

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

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

Dear Mr. Settersten :

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

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

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

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

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

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

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

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

Results of Operations, page 33

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

Investing Activities, page 36

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

Notes to the Financial Statements

Note 4. Commi tments and contingencies, page 53

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

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 25

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Sincerely,

 /s/ Mara L. R ansom

Mara L. Ransom
Assistant Director

February 11, 2011
 Carl Rubin Chief Executive Officer Ulta Salon, Cosmetics & Fragrance, Inc. 1000 Remington Blvd., Suite 120  Bolingbrook, Illinois 60440
Re: Ulta Salon, Cosmetics & Fragrance, Inc.
 Form 10-K for the fiscal year ended January 30, 2010
Filed March 31, 2010 Forms 10-Q for the periods ended May 1, 2010, July 31, 2010, and  October 30, 2010 Filed June 3, 2010, September 2, 2010, and December 2, 2010, respectively
Definitive Proxy Statement on Schedule 14A Filed May 7, 2010 File No. 1-33764

Dear Mr. Rubin:
We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,   /s/ Andrew D. Mew

Andrew D. Mew Accounting Branch Chief

CORRESP
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corresp

Ulta Salon, Cosmetics & Fragrance, Inc.

1000 Remington Blvd.

Bolingbrook, IL 60440

Tel: (630) 410-4800

February 3, 2011

VIA EDGAR

Mr. Andrew Mew

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

         Re:

    Ulta Salon, Cosmetics & Fragrance, Inc.

Form 10-K for the fiscal year ended January 30, 2010

Filed March 31, 2010

Forms 10-Q for the periods ended May 1, 2010, July 31, 2010, and October 30, 2010

Filed June 3, 2010, September 2, 2010, and December 2, 2010, respectively

Definitive Proxy Statement on Schedule 14A

Filed May 7, 2010

File No. 1-33764

Dear Mr. Mew:

     On behalf of Ulta Salon, Cosmetics & Fragrance, Inc. (“Ulta” or the “Company”), I am
submitting our responses to the comment letter dated January 20, 2011 addressed to Mr. Carl Rubin,
Ulta’s President and Chief Executive Officer. The comments in your letter are duplicated below and
are followed immediately by the Company’s responses.

Form 10-K for the fiscal year ended January 30, 2010

Item 15. Exhibits and Financial Statement Schedules, page 46

Summary of significant accounting policies, page 55

    1.

    We read your response to comment five of our letter dated December 3, 2010. We note you do
not believe that separate disclosure of salon services revenue would be beneficial to the
readers of your financial statements. We do not concur with your conclusion. Please revise
your future disclosure or advise us in detail why the readers of your financial statements
would not find disclosure of the extent of services provided information useful or
beneficial.

We will revise our future disclosure to include separate disclosure of salon services revenue for
all periods presented.

Division of Corporate Finance

Securities and Exchange Commission

February 3, 2011

Page 2 of 2

Self-insurance, page 58

    2.

    We read your response to comment 10 of our letter dated December 3, 2010. We believe the
amounts charged to expense are significant and that you should include a tabular presentation
of your reserve activity. Please confirm to us that you will present this information in
future filings.

We confirm that we will include disclosure of the self insurance reserves and related expense in
tabular form in future filings.

**********

In responding to the Division’s comments, the Company acknowledges that:

    •

    The Company is responsible for the adequacy and accuracy of the disclosure
in this 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.

If you have any questions or comments regarding the Company’s responses, or if you require any
additional information, please call me at (630) 410-4716.

    Sincerely,

    /s/ Robert S. Guttman

    Robert S. Guttman

    Senior Vice President, General Counsel & Secretary

January 20, 2011

 Carl Rubin Chief Executive Officer Ulta Salon, Cosmetics & Fragrance, Inc. 1000 Remington Blvd., Suite 120  Bolingbrook, Illinois 60440
Re: Ulta Salon, Cosmetics & Fragrance, Inc.
 Form 10-K for the fiscal year ended January 30, 2010
Filed March 31, 2010 Forms 10-Q for the periods ended May 1, 2010, July 31, 2010, and  October 30, 2010 Filed June 3, 2010, September 2, 2010, and December 2, 2010, respectively
Definitive Proxy Statement on Schedule 14A Filed May 7, 2010 File No. 1-33764

Dear Mr. Rubin:
 We have reviewed your supplemental response letter dated January 4, 2011 and have the
following comments.               Form 10-K for the fiscal year ended January 30, 2010

Item 15. Exhibits and Financia l Statement Schedules, page 46
2.Summary of significant acc ounting policies, page 55
 1. We read your response to comment five of our letter dated December 3, 2010.  We note
you do not believe that separate disclosure of salon services revenue would be beneficial
to the readers of your financial statements .  We do not concur with your conclusion.
Please revise your future disclosure or a dvise us in detail why the readers of your
financial statements would not find disclosu re of the extent of services provided
information useful or beneficial.
 Self-insurance, page 58

2. We read your response to comment 10 of our letter dated December 3, 2010.  We believe
the amounts charged to expense are signifi cant and that you shoul d include a tabular
presentation of your reserve activity.  Pleas e confirm to us that you will present this
information in future filings.

Carl Rubin Ulta Salon, Cosmetics & Fragrance, Inc. January 20, 2011 Page 2

Please respond to this letter within te n business days 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 circum stances please tell us why in your response.

Please submit your cover lett er over EDGAR.  Please unde rstand that we may have
additional comments after reviewing your amendments and responses to our comments.
You may contact Robert Babul a, Staff Accountant, at ( 202) 551-3339 or in his absence
Donna Di Silvio, Staff Accountant, at (202) 551-3202 if you have questions regarding comments
on the financial statements and related matters. Pl ease contact Lilyanna Peyser, Staff Attorney, at
(202) 551-3222 or me at (202) 551- 3377 with any other questions.

Sincerely,

Andrew Mew Accounting Branch Chief

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corresp

    Ulta Salon, Cosmetics & Fragrance, Inc.

1000 Remington Blvd.

Bolingbrook, IL 60440

Tel: (630) 410-4800

January 4, 2011

VIA EDGAR

Mr. H. Christopher Owings

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

              Re:

    Ulta Salon, Cosmetics & Fragrance, Inc.

Form 10-K for the fiscal year ended January 30, 2010

Filed March 31, 2010

Forms 10-Q for the periods ended May 1, 2010, July 31, 2010, and October 30, 2010

Filed June 3, 2010, September 2, 2010, and December 2, 2010, respectively

Definitive Proxy Statement on Schedule 14A

Filed May 7, 2010

File No. 1-33764

Dear Mr. Owings:

          On behalf of Ulta Salon, Cosmetics & Fragrance, Inc. (“Ulta” or the “Company”), I am
submitting our responses to the comment letter dated December 3, 2010 addressed to Mr. Carl Rubin,
Ulta’s President and Chief Executive Officer. The comments in your letter are duplicated below and
are followed immediately by the Company’s responses.

Form 10-K for the fiscal year ended January 30, 2010

Item 1A. Risk Factors, page 14

    1.

    Please delete the language in the last two sentences of the opening paragraph in which you
state that other unknown or immaterial risks may also impair your business operations. All
material risks should be described in your disclosure. If risks are not deemed material, you
should not reference them.

Division of Corporation Finance

Securities and Exchange Commission

January 4, 2011

Page 2 of 11

We will revise our “Risk Factors” section in future filings to delete the language in the last two
sentences of the opening paragraph in which we state that other unknown or immaterial risks may
also impair our business operations.

Item 9A. Controls and Procedures, page 44

    2.

    We note that you state that your disclosure controls and procedures were effective “to
ensure that the information required to be disclosed by [you] in [y]our reports that [you]
file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized
and reported within the time periods specified.” Please supplementally confirm, if true,
that your officers concluded that your disclosure controls and procedures were also effective
to ensure that information required to be disclosed in the reports that you file or submit
under the Exchange Act is accumulated and communicated to your management, including your
principal executive and principal financial officer, to allow timely decisions regarding
required disclosure. In addition, please confirm that you will revise future filings,
including any amendments to filings as applicable, accordingly. See Exchange Act Rule
13a-15(e). This comment also applies to your Form 10-Q for the fiscal period ended May 1,
2010, your Form 10-Q for the fiscal period ended July 31, 2010 and your Form 10-Q for the
fiscal period ended October 30, 2010.

Our Chief Executive Officer and Chief Financial Officer concluded that as of January 30, 2010
(fiscal 2009), May 1, 2010 (first quarter 2010), July 31, 2010 (second quarter 2010) and October
30, 2010 (third quarter 2010), disclosure controls and procedures were effective in ensuring that
information required to be disclosed in the reports that the Company filed or submitted under the
Exchange Act was accumulated and communicated to the Company’s management, including our principle
executive officer and principal financial officer, to allow timely decisions regarding required
disclosure. We confirm that we will revise our future filings, including any amendments to filings
as applicable, accordingly.

Item 15. Exhibits and Financial Statement Schedules, page 46

Statements of Income, page 50

    3.

    Your discussion of operating expenses on page 35 indicates a portion of depreciation and
amortization is classified within selling, general and administrative expenses and excluded
from cost of goods sold. Please revise the description of the cost of goods sold line item
in future filings to comply with SAB Topic no. 11.B.

We acknowledge the Staff’s comment and believe our accounting and disclosure is in compliance with
current generally accepted accounting principals (GAAP) and Securities and
Exchange Commission (SEC) rules and guidance. We do not believe the guidance prescribed by SAB
Topic 11B applies to our facts given that the Company is not excluding depreciation and

Division of Corporation Finance

Securities and Exchange Commission

January 4, 2011

Page 3 of 11

amortization from cost of sales or operating expenses. The following table sets
forth depreciation and amortization expense for the periods indicated:

    Fiscal

    2009

    2008

    2007

    Depreciation and amortization included in
cost of sales

    $
    51,919

    $
    42,751

    $
    34,533

    Depreciation and amortization included in
selling, general and adminstrative expenses

    10,247

    8,694

    4,970

    Total
depreciation and
amortization expense

    $
    62,166

    $
    51,445

    $
    39,503

As described on page 35 of the Form 10-K, cost of sales includes depreciation and amortization
related to warehousing and distribution activities as well as depreciation and amortization related
to store fixturing and construction. Selling, general and administrative (SGA) expenses, which are
considered operating expenses, includes depreciation and amortization for all assets except those
related to our retail and warehouse operations, which is included in cost of sales, meaning SGA
includes depreciation and amortization for general corporate use assets only. This disclosure is
replicated in our policy note on page 58 of the Form 10-K which describes cost of sales and
selling, general and administrative expenses.

We believe our existing disclosure is consistent with current GAAP and SEC requirements.

2. Summary of significant accounting policies, page 55

General

    4.

    We assume the absence of disclosure related to segment reporting suggests you have
concluded that you have only one reportable segment. Please explain to us in detail how you
determined you have one reportable segment. Please also tell us if you aggregate operating
segments, and if so, how the aggregation into one reportable segment complies with the
aggregation requirements of FASB ASC 280-10-50. Lastly, revise your future disclosure to
comply with the requirements of FASB ASC 280-10-50-21. Please show us what your revised
disclosure will look like.

The Company has determined that it has three operating segments: retail stores, salon services and
e-commerce. The operating results for these operating segments are reviewed regularly by
our Chief Executive Officer, who operates as our chief operating decision maker (CODM). The salon
services and e-commerce operating segments do not meet the quantitative thresholds prescribed by
ACS 280-10-50-12 for separate disclosure. We believe that salon services and e-commerce also meet
the majority of the aggregation criteria in ACS 280-10-50-11 which allows both operating segments
to be combined with retail stores into one reportable segment pursuant to 280-10-50-13. In
addition, management does not believe that separate disclosure would be helpful to the readers of
the financial statements. We disclose in the “Basis of presentation” section on page 34 of the
Form 10-K that our salon service revenue represents less than 10% of our combined product sales and
service revenues. E-commerce sales were low single digits

Division of Corporation Finance

Securities and Exchange Commission

January 4, 2011

Page 4 of 11

compared to the Company’s fiscal 2009 combined net sales.

We will revise future filings to include the following disclosure in both our Management Discussion
and Analysis and notes to financial statements:

Segment reporting

The Company has determined its operating segments on the same basis that it uses to internally
evaluate performance. The Company has combined its three operating segments: retail stores, salon
services and e-commerce, into one reportable segment.

    5.

    Please disclose in tabular form for each period presented the amount or percentage of total
revenue contributed by each class of similar products or services. In this regard we note
you offer salon services and products including make-up, skincare, fragrances and styling
tools. Please refer to FASB ASC 280-10-50-40. See also Item 101(c)(1) of Regulation S-K as
it relates to disclosure in your Business description.

We have considered FASB ASC 280-10-50-40 with respect to our disclosure and believe we are in
compliance in all material respects. We have determined that salon services revenue is not
material and does not require separate disclosure. We also do not believe that separate disclosure
of salon services revenue would be beneficial to readers of the financial statements. We describe
for our reader in “Item 1. Business, Merchandising” beginning on page 9 of the Form 10-K that our
retail stores carry a variety of beauty-related products including prestige and mass cosmetics,
fragrance, haircare, skin care, bath and body products and salon styling tools. We believe all of
these products are part of one product category, personal care products.

We also believe we are in compliance with Regulation S-K Item 101(c)(1) generally and Item
101(c)(1)(i) specifically in all material respects in “Item 1. Business, Overview” beginning on
page 3 of the Form 10-K because we provide the reader with a significant amount of qualitative
information describing our products, services, principal markets and methods of distribution. We
do not believe additional disclosure is required based on our conclusion that salon services
revenue is immaterial and that all of the retail products sold in our retail stores are part of one
product category, personal care products.

Revenue recognition, page 57

    6.

    You disclose that e-commerce sales are recorded upon shipment of merchandise. Please
expand your disclosure to state when title transfers to the customer. Further, please
explain to us how your accounting policy complies with the delivery and performance
requirements of SAB Topic 13:A. If shipping terms determine risk of loss during shipment
and/or title transfer to the customer, please explain the terms to us and revise your
disclosure to clarify these terms. If revenue on e-commerce sales is recognized prior to the
transfer of title and

Division of Corporation Finance

Securities and Exchange Commission

January 4, 2011

Page 5 of 11

    delivery of the product to the customer, please clarify how your policy complies with
GAAP.

E-commerce sales were low single digits compared to the Company’s fiscal 2009 combined net sales.
E-commerce sales are not material to our financial results and, therefore, we do not believe
further disclosure in our financial statements is required or provides any additional benefit to
users of our financial statements. Currently, we record sales at the time of shipment by our third
party carrier because we believe this is the most reliable measurement from a control perspective.
We estimate that in-transit goods represented approximately $200,000 of revenue and $50,000 of
margin at any one quarterly balance sheet date during fiscal 2009. We do not believe that the
benefit associated with estimating in-transit goods outweigh the cost. If e-commerce sales become
material to our financial results in the future, we will disclose our accounting policy and ensure
that it is consistent with SAB Topic 13A.

    7.

    Please explain to us and disclose your policy for granting product returns. Further,
please explain to us how accurate your historical estimates for the past three fiscal years
have been with respect to estimating your allowance for sales returns, and how variances
between actual and estimated returns are tracked and reviewed by management. Lastly,
reference is made to your valuation and qualifying accounts disclosure on page 68. Explain
to us in detail why you did not disclose the allowance for sales returns activity, or revise
your disclosure. Please refer to Rules 5-04 and 12-09 of Regulation S-X.

The Company’s return policy generally provides for a full refund of the customer’s purchase price
as long as the product is returned within 60 days of the original purchase provided certain
conditions are met. In future filings we will revise our “Revenue recognition” disclosure to
indicate our policy for granting product returns.

Actual product returns are tracked and our sales return reserve is adjusted on a monthly basis
based on data from our point of sale (POS) system. The sales return reserve represents the
difference between the estimated net sales return and the corresponding gross margin adjustment,
and the reserve is included in the “Other accrued liabilities” item of the “Accrued liabilities”
note on page 61 of the Form 10-K.

The historical year end sales return estimates as compared to the actual results are as follows:

    Fiscal

    (Dollars in thousands)

    2009

    2008

    2007

    Sales return estimate (A)

    $
    (1,289
    )

    $
    (1,182
    )

    $
    (1,013
    )

    Cost of sales adjustment

    736

    677

    588

    Net reserve

    $
    (553
    )

    $
    (505
    )

    $
    (425
    )

    Sales return estimate (A)

    $
    (1,289
    )

    $
    (1,182
    )

    $
    (1,013
    )

    Actual returns

    (1,338
    )

    (1,023
    )

    (738
    )

    Variance (unfavorable) / favorable

    $
    (49
    )

    $
    159

    $
    275

Division of Corporation Finance

Securities and Exchange Commission

January 4, 2011

Page 6 of 11

We believe the above analysis documents that our historical sales return reserve represents a
reasonable estimate in all material respects.

The Company’s sales return reserve has not been disclosed in past filings because the Company did
not consider its sales return reserve to be a valuation and qualifying account as it does not
represent a deduction from a related balance sheet account as defined in Rule 12-09 or Regulation
S-X. In addition, the Company does not believe that the sales return reserve qualifies for
separate disclosure due to its immaterial nature. We will disclose this information in future
filings should we determine it to be material.

    8.

    Please expand your policy for unredeemed gift cards to indicate whether or not gift cards
are sold with expiration dates. Further, explain to us and disclose how revenue is
recognized on unredeemed gift cards. Lastly, tell us and disclose the amount of deferred
gift card revenue for the past two fiscal years ended January 30, 2010 and January 31, 2009.

Our gift cards do not expire and, historically, we have not recognized revenue from unredeemed gift
cards due to statutory escheat requirements as well as materiality considerations. We are
currently reevaluating our gift card program structure. Unearned gift card revenue as of January
30, 2010 and January 31, 2009 was $9.9 million and $7.9 million, respectively, which is included in
the “Accrued customer liabilities” item of the “Accrued liabilities” note on page 61 of the Form
10-K.

In future filings we will revise our “Revenue recognition” disclosure to indicate the Company’s
treatment of unredeemed gift cards and the amount of deferred gift card revenue for the past two
fiscal years.

Cost of sales, page 58

    9.

    Please disclose your policy for classifying shipping and handling costs in the statements
of income. If shipping costs or handling costs are significant and are not classified in
cost of sales, disclose the amount(s) of these costs and the line item that includes them.
Please refer to FASB ASC 605-45-50-2.

E-commerce sales were low single digits compared to the Company’s fiscal 2009 combined net sales.
E-commerce shippin

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233 S. Wacker Drive, Suite 5800

Chicago, Illinois 60606

Tel: +1.312.876.7700 Fax: +1.312.993.9767

www.lw.com

    FIRM / AFFILIATE OFFICES

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December 8, 2010

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

Mail Stop 3720

Attention: Lilyanna Peyser, Staff Attorney

    Re:

    Ulta Salon, Cosmetics & Fragrance, Inc.

Form 10-K for the fiscal year ended January 30, 2010

Filed March 31, 2010

Forms 10-Q for the periods ended May 1, 2010, July 31, 2010, and October 30, 2010

Filed June 3, 2010, September 2, 2010, and December 2, 2010, respectively

Definitive Proxy Statement on Schedule 14A

Filed May 7, 2010

File No. 1-33764

Dear Ms. Peyser:

     On behalf of Ulta Salon, Cosmetics & Fragrance, Inc. (the “Company”) and to confirm our
telephone conversation of Tuesday, December 7, 2010, you have agreed to the Company’s request for
an extension of time of ten (10) business days, until January 4, 2011, to submit its response to
the Securities and Exchange Commission’s comment letter dated December 3, 2010. Please do not
hesitate to contact me at (312) 876-6521 or Mark Ditto at (312) 777-7106 with any questions or
comments regarding this correspondence.

    Very truly yours,

    /s/ Richard Meller

    Richard Meller

    of LATHAM & WATKINS LLP

    cc:

    Robert Guttman, Ulta Salon, Cosmetics & Fragrance, Inc.

Gregg Bodnar, Ulta Salon, Cosmetics & Fragrance, Inc.

Scott Settersten, Ulta Salon, Cosmetics & Fragrance, Inc.

December 3, 2010

Carl Rubin Chief Executive Officer Ulta Salon, Cosmetics & Fragrance, Inc. 1000 Remington Blvd., Suite 120  Bolingbrook, Illinois 60440
Re: Ulta Salon, Cosmetics & Fragrance, Inc.  Form 10-K for the fiscal year ended January 30, 2010
Filed March 31, 2010 Forms 10-Q for the periods ended May 1, 2010, July 31, 2010, and  October 30, 2010 Filed June 3, 2010, September 2, 2010, and December 2, 2010, respectively
Definitive Proxy Statement on Schedule 14A Filed May 7, 2010 File No. 1-33764
 Dear Mr. Rubin:
 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 within ten business days by amending your Form 10-K, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K for the fiscal year ended January 30, 2010

Item 1A. Risk Factors, page 14

1. Please delete the language in the last two sentences of the opening paragraph in which
you state that other unknown or immaterial  risks may also impair your business
operations.  All material risks should be described in your di sclosure.  If risks are not
deemed material, you should not reference them.

Carl Rubin
Ulta Salon, Cosmetics & Fragrance, Inc.
December 3, 2010 Page 2

Item 9A. Controls and Procedures, page 44

 2. We note that you state that your disclosure c ontrols and procedures  were effective “to
ensure that the information required to be di sclosed by [you] in [y] our reports that [you]
file or submit under the Securities Excha nge Act of 1934 is recorded, processed,
summarized and reported within the time peri ods specified.”  Please supplementally
confirm, if true, that your officers concluded that your disclosure controls and procedures
were also effective to ensure that information requi red to be disclosed in the reports that
you file or submit under the Exchange Act is accumulated and communicated to your
management, including your pr incipal executive and principal financial officer, to allow
timely decisions regarding required disclosure .  In addition, please confirm that you will
revise future filings, including any amendments to filings as applicable, accordingly.  See
Exchange Act Rule 13a-15(e).  This comment  also applies to your Form 10-Q for the
fiscal period ended May 1, 2010, your Form 10-Q for the fiscal period ended July 31, 2010 and your Form 10-Q for the fiscal period ended October 30, 2010.

Item 15. Exhibits and Financia l Statement Schedules, page 46

Statements of Income, page 50

3. Your discussion of operating expenses on page 35 indicates a porti on of depreciation and
amortization is classified within selli ng, general and administrative expenses and
excluded from cost of goods sold.  Please revise  the description of the cost of goods sold
line item in future filings to comply with SAB Topic no. 11.B.
 2.Summary of significant acc ounting policies, page 55

General
 4. We assume the absence of disclosure re lated to segment reporting suggests you have
concluded that you have only one reportable segment.  Please explain to us in detail how
you determined you have one reportable segment.   Please also tell us if you aggregate
operating segments, and if so, how the aggreg ation into one reportable segment complies
with the aggregation requirements of FASB  ASC 280-10-50.  Lastly, revise your future
disclosure to comply with the requirements of FASB AS C 280-10-50-21.  Please show us
what your revised disclosure will look like.
 5. Please disclose in tabular form for each pe riod presented the amount or percentage of
total revenue contributed by each class of simila r products or services.  In this regard we
note you offer salon services and products including make-up, skincare, fragrances and
styling tools.  Please refer to FASB ASC 280-10-50-40.  See also Item 101(c)(1) of Regulation S-K as it relates to disclo sure in your Business description.

Carl Rubin
Ulta Salon, Cosmetics & Fragrance, Inc.
December 3, 2010 Page 3

Revenue recognition, page 57

 6. You disclose that e-commerce sales are reco rded upon shipment of merchandise. Please
expand your disclosure to state when title tr ansfers to the customer. Further, please
explain to us how your accounting policy comp lies with the delivery and performance
requirements of SAB Topic 13:A.  If shi pping terms determine risk of loss during
shipment and/or title transfer to the custom er, please explain the terms to us and revise
your disclosure to clarify these terms.  If  revenue on e-commerce sales is recognized
prior to the transfer of title and delivery of the product to th e customer, please clarify how
your policy complies with GAAP.
 7. Please explain to us and disclo se your policy for granting product returns. Further, please
explain to us how accurate your historical estimates for the pa st three fiscal years have
been with respect to estimating your allowa nce for sales returns,  and how variances
between actual and estimated returns are tr acked and reviewed by management.  Lastly,
reference is made to your valuation and qualifying accounts disclosure on page 68.
Explain to us in detail why you did not disclo se the allowance for sales returns activity,
or revise your disclosure.  Please refer to Rules 5-04 and 12-09 of Regulation S-X
 8. Please expand your policy for unredeemed gift cards  to indicate whether or not gift cards
are sold with expiration dates.  Further, explain to us and disclose how revenue is
recognized on unredeemed gift cards.  Lastly, tell us and disclose the amount of deferred
gift card revenue for the past two fiscal  years ended January 30, 2010 and January 31,
2009.

Cost of sales, page 58

9. Please disclose your policy for classifying sh ipping and handling costs in the statements
of income.  If shipping costs or handling co sts are significant and ar e not classified in
cost of sales, disclose the amount(s) of thes e costs and the line item that includes them.
Please refer to FASB ASC 605-45-50-2.

Self-insurance, page 58

10. We note from your disclosure under Critical accounting policies and estimates on page
42 that your reserves for self-insurance have steadily declined over the past three years despite the significant increase in the number of stores, employees and sales. Please explain to us the reason for the decrease and include in your re sponse a table showing
year end balances of the reserve and additions, subtractions  and adjustments made during
the year.  To the extent material, please include a tabular presentation of your reserve
activity in future filings. You may provide such  information as part of your analysis of
reserve accounts included in Schedule II to your financial statements.

Carl Rubin
Ulta Salon, Cosmetics & Fragrance, Inc.
December 3, 2010 Page 4

Definitive Proxy Statement on Schedule 14A

Section 16(a) Beneficial Ownership Reporting Compliance, page 38

11. We note your statement that Ms. Kirby untimel y filed one report.  Please supplementally
tell us the number of transactions that were not reported on a timely basis due to the
failure to file such report, and confirm that  you will include such re quired disclosure in
future filings as applicable.  Refer to  Item 405(a)(2) of Regulation S-K.
 Article IV. Compensation Committee Report an d Compensation Discussion and Analysis,

page 23
 12. You state that your ex ecutive compensation is “evaluated  against market based surveys
and a pre-determined peer group.”  Please revi se your disclosure in future filings to
identify the benchmarks used in determini ng the base salaries and annual bonuses (as a
percentage of base pay) of your executive officers, as well as the components of the
benchmarks.  In addition, please disclose in fu ture filings the companies that participated
in the Towers Perrin CDB, Retail Industry su rvey and the Towers Perrin CDB, General
Industry survey, or tell us why you are not  required to do so.  Refer to Item
402(b)(2)(xiv) of Regulation S-K.  Please show  us what your proposed revised disclosure
will look like.
 13. With respect to your engagement of your co mpensation consultant, please revise your
disclosure in future filings to expand upon the nature and scope of the consultant’s
assignment, and the material elements of the instructions or direct ions that you gave to
the consultant with respect to  the performance of its duties under the engagement.  Refer
to Item 407(e)(3)(iii) of Regulation S-K.  Please show us what your proposed revised disclosure will look like.

Compensation Risk, page 23

14. We note your disclosure in response to Item 402(s) of Regulation S-K.  Please
supplementally describe the process you undert ook to reach your dete rmination that your
compensation plans, practices and policies are not “reasonably likely to have a material
adverse effect on the Company.”

We urge all persons who are responsible for th e 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 Exchange Act rules requir e.  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 provi de a written statement from the company
acknowledging that:

Carl Rubin
Ulta Salon, Cosmetics & Fragrance, Inc. December 3, 2010 Page 5

• the company is responsible for the adequacy and accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Robert Babul a, Staff Accountant, at ( 202) 551-3339 or in his absence
Donna Di Silvio, Staff Accountant, at (202) 551-3202 if you have questions regarding comments
on the financial statements and related matters. Pl ease contact Lilyanna Peyser, Staff Attorney, at
(202) 551-3222 or me at (202) 551- 3720 with any other questions.

Sincerely,

H. Christopher Owings  Assistant Director

Mail Stop 3561
 October 23, 2007
 Lynelle P. Kirby, President Ulta Salon, Cosmetics & Fragrance, Inc. 1135 Arbor Drive Romeoville, IL 60446
Re: Ulta Salon, Cosmetics & Fragrances, Inc.
Amendment No. 5 to Registrati on Statement on Form S-1
Filed October 22, 2007
  File No. 333-144405

Dear Ms. Kirby:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

1. We note your response to comment 2 in our letter dated October 19, 2007.  We
further note that your disclosure of th e name of the natural person(s), public
entities, majority-owned subsidiaries of public entities or registered investment
companies who have investment and/or vot ing control over the respective selling
stockholders is incomplete or unc lear as indicated below:
• You have provided no beneficial owne rship information as to Feigin
Trading Co.;
• Footnote (2) to the Selling Stockholder table appears to refer to the
beneficial ownership of one “entity,” however, this footnote has been
attributed to several se lling stockholders, and;
• With respect to Bank of America Vent ures (footnote 4), Bank of America
Capital Corporation (footnote 4), Jewi sh Communal Fund (footnote 13), JP
Morgan Chase Bank (footnote 14) an d Appomattox Foundation (footnote 16),
your disclosures are incomplete in that they do not identify the beneficial

Lynelle P. Kirby
Ulta Salon, Cosmetics & Fragrance, Inc. October 23, 2007 Page 2
owners of the respective shares.  We note your indication that “no one person
acting alone has investment  and voting power as to these shares,” however,
this fact does not avail you of the requirement that  you disclose the persons
with beneficial ownership of such shares.
Please revise your disclosure or advise.
2. We note that you have submitted a requested effectiveness for 4:00 p.m. on
October 24, 2007.  In connection with your  request you have provide certain
representations and we note that in the third representation you indicate that you
will not assert our declaring you effective as a defense.  Your third representation
should also represent that you may not assert  staff comments as a defense.  Please
revise your request accordingly.
***
 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with 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 amendmen t and responses to our comments.

You may contact Robert Bu rnett, Accountant, at (202) 551-3330 or Michael
Moran, Accounting Branch Chief, at (202)  551-3841 if you have questions regarding
comments on the financial statements and related matters.  Please contact Scott Anderegg, Staff Attorney, at (202) 551-3342 or Mara L. Ransom, Legal Branch Chief, at
(202) 551-3264 or me at (202) 551- 3720 with any other questions.

     S i n c e r e l y ,          H. Christopher Owings
Assistant Director
  cc:  Christopher D. Lueking, Esq.
 Latham & Watkins LLP

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    Christopher D. Lueking

    Sears Tower, Suite 5800

    Direct Dial: (312) 876-7680

    233 S. Wacker Dr.

    christopher.lueking@lw.com

    Chicago, Illinois 60606

    Tel: +1.312.876.7700 Fax: +1.312.993.9767

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Barcelona

    New Jersey

    Brussels

    New York

    Chicago

    Northern Virginia

    Frankfurt

    Orange County

    Hamburg

    Paris

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    San Francisco

    Los Angeles

    Shanghai

    Madrid

    Silicon Valley

    Milan

    Singapore

    Moscow

    Tokyo

    Munich

    Washington, D.C.

    File No. 025341-0028

October 24, 2007

    Securities and Exchange Commission

    100 F Street, N.E.

    Mailstop 3561

    Washington, D.C. 20549

    Attention:

    H. Christopher Owings

    Scott Anderegg

    Re:

    Ulta Salon, Cosmetics & Fragrance, Inc. — Amendment No. 7

    Registration Statement on Form S-1

    File No. 333-144405

Ladies and Gentlemen:

     On behalf of Ulta Salon, Cosmetics & Fragrance, Inc., a Delaware corporation (the
“Company”), we hereby submit responses of the Company to comments received from the Staff
in a letter from H. Christopher Owings, dated October 23, 2007 (the “Comment Letter”). In
addition, we have reflected the changes noted below in Amendment No. 7 (the “Amendment”) to
the Company’s Registration Statement on Form S-1 (the “Registration Statement”), including
certain exhibits. A courtesy copy of this letter is being submitted to the Staff by hand delivery.

    1.

    We note your response to comment 2 in our letter dated October 19, 2007. We further note
that your disclosure of the name of the natural person(s), public entities, majority-owned
subsidiaries of public entities or registered investment companies who have investment and/or
voting control over the respective selling stockholders is incomplete or unclear as indicated
below;

    •

    You have provided no beneficial ownership information as to Feigin Trading Co.

    Response: In response to the Staff’s comment, we have deleted Feigin Trading
Co. from the “Selling stockholder” table. See page 101.

    •

    Footnote (2) to the Selling Stockholder table appears to refer to the beneficial
ownership of one “entity,” however, this footnote has been attributed to several
selling stockholders; and

October 24, 2007

Page 2

    Response: In response to the Staff’s comment, we have revised footnote 2 to
clarify that the footnote applies to more than one entity. Please see page 101.

    •

    With respect to Bank of America Ventures (footnote 4), Bank of America Capital
Corporation (footnote 4), Jewish Communal Fund (footnote 13), JP Morgan Chase Bank
(footnote 14) and Appomattox Foundation (footnote 16), your disclosures are incomplete
in that they do not identify the beneficial owners of the respective shares. We note
your indication that “no one person acting alone has investment and voting power as to
these shares,” however, the fact does not avail you of the requirement that you
disclose the persons with beneficial ownership of such shares.

    Response: In response to the Staff’s comment, we have amended footnotes 4 and
13 to include the information requested. Please see pages 101 — 102. In addition, we
advise the Staff that we are using best efforts to obtain the information requested as
to footnotes 14 and 16. We intend to file an amendment to the Registration Statement as
soon as possible after receiving the remaining information.

    2.

    We note that you have submitted a requested effectiveness for 4:00 p.m. on October 24, 2007.
In connection with your request you have provide certain representations and we note that in
the third representation that you indicate that you will not assert our declaring you
effective as a defense. Your third representation should also represent that you may not
assert staff comments as a defense. Please revise your request accordingly.

    Response: In response to the Staff’s comment, we have revised the acceleration
request, as indicated, and have resubmitted the request.

     If you have any questions regarding the foregoing responses or the enclosed Amendment or need
additional information, please do not hesitate to contact me at (312) 876-7680 or Seth Diehl at
(312) 876-7634.

    Very truly yours,

    /s/ Christopher D. Lueking

    Christopher D. Lueking

    of LATHAM & WATKINS LLP

Enclosures

    cc:

    Gregg R. Bodnar

    Robert Guttman, Esq.

    Seth Diehl

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Ulta Salon, Cosmetics & Fragrance, Inc.

1135 Arbor Drive

Romeoville, Illinois 60446

October 24, 2007

VIA FACSIMILE AND EDGAR TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    H. Christopher Owings

    Scott Anderegg.

    Re:

    Ulta Salon, Cosmetics & Fragrance, Inc.

    Registration Statement on Form S-1

    File No. 333-144405

Ladies and Gentlemen:

          In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request
acceleration of the effective date of the Registration Statement on Form S-1 (No. 333-144405) (the
“Registration Statement”) of Ulta Salon, Cosmetics & Fragrance, Inc. (the
“Company”). We respectfully request that the Registration Statement become effective as of
4:00 p.m., Washington, D.C. time, on October 24, 2007, or as soon as practicable thereafter. Once
the Registration Statement has been declared effective, please orally confirm that event with our
counsel, Latham & Watkins LLP, by calling Christopher D. Lueking at (312) 876-7680. We also
respectfully request that a copy of the written order from the Securities and Exchange Commission
(the “Commission”) verifying the effective time and date of the Registration Statement be
sent to our counsel, Latham & Watkins LLP, Attention: Christopher D. Lueking, by facsimile to (312)
993-9767.

          The Company acknowledges the following:

    •

    Should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

    •

    The action of the Commission or the staff, acting pursuant to delegated
authority in declaring the filing effective, does not relieve the Company from its
full responsibility for the adequacy and accuracy of the disclosure in the filing;
and

    •

    The Company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

          Please do not hesitate to call Christopher D. Lueking at (312) 876-7680 if you have any
questions regarding this request.

    Very truly yours,

    /s/ Lynelle P. Kirby

    Lynelle P. Kirby

    President and Chief Executive Officer

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Ulta Salon, Cosmetics & Fragrance, Inc.

1135 Arbor Drive

Romeoville, Illinois 60446

October 22, 2007

VIA FACSIMILE AND EDGAR TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    H. Christopher Owings

    Scott Anderegg.

    Re:

    Ulta Salon, Cosmetics & Fragrance, Inc.

    Registration Statement on Form S-1

    File No. 333-144405

Ladies and Gentlemen:

     In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request
acceleration of the effective date of the Registration Statement on Form S-1 (No. 333-144405) (the
“Registration Statement”) of Ulta Salon, Cosmetics & Fragrance, Inc. (the
“Company”). We respectfully request that the Registration Statement become effective as of
4:00 p.m., Washington, D.C. time, on October 24, 2007, or as soon as practicable thereafter. Once
the Registration Statement has been declared effective, please orally confirm that event with our
counsel, Latham & Watkins LLP, by calling Christopher D. Lueking at (312) 876-7680. We also
respectfully request that a copy of the written order from the Securities and Exchange Commission
(the “Commission”) verifying the effective time and date of the Registration Statement be
sent to our counsel, Latham & Watkins LLP, Attention: Christopher D. Lueking, by facsimile to (312)
993-9767.

     The Company acknowledges the following:

    •

    Should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

    •

    The action of the Commission or the staff, acting pursuant to delegated
authority in declaring the filing effective, does not relieve the Company from its
full responsibility for the adequacy and accuracy of the disclosure in the filing;
and

    •

    The Company may not assert this action as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

     Please do not hesitate to call Christopher D. Lueking at (312) 876-7680 if you have any
questions regarding this request.

Very truly yours,

/s/ Lynelle P. Kirby

Lynelle P. Kirby

President and Chief Executive Officer

Mail Stop 3561
 October 10, 2007
 Lynelle P. Kirby, President Ulta Salon, Cosmetics & Fragrance, Inc. 1135 Arbor Drive Romeoville, IL 60446
Re: Ulta Salon, Cosmetics & Fragrances, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed September 28, 2007
  File No. 333-144405

Dear Ms. Kirby:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
 Front Cover of the Prospectus

1. We note your response to comment 2 in  our letter dated September 14, 2007.
Please confirm
 that all the listed underwrit ers are lead or managing underwriters.
We also remind you to file your underwri ting agreement in a timely manner so
that we may have time to review it be fore you request that your registration
statement become effective.   We may have additional comments after reviewing
it.
Prospectus Summary, page 1
2. We note your response to comments 3 a nd 10 in our letter dated Septem ber 14,
2007.  We further note the revision to your disclosure and the materials you have provided in support of your disclosure.  Howe ver, we are unable to read the data
from the Kline & Co. report concerning 2000 data.  Please resubmit a legible copy

Lynelle P. Kirby
Ulta Salon, Cosmetics & Fragrance, Inc. October 10, 2007 Page 2
of this report.  In addition, we did not find support in your materials for your statement on page 62 that “Generatio n X has grown up shopping in specialty
stores and seeks a retail environment that combines a compelling experience,
functionality, variety and location.”  Pl ease revise or provide support for this
statement.  Please also characterize your statement on page 1 as your belief where
you refer to “intimidating, commission- oriented and bra nd-dedicated sales
approach” and “level of service typica lly unavailable in drug stores and mass
merchandisers.”
 Risk Factors, page 9

 We, as well as our vendors, are subject to laws and regulations  that could require us to
modify our current business practices…, page 15
3. We note your response to comment 6 in  our letter dated September 14, 2007.
Currently, it appears that you are including m
ore than one risk factor under this
subheading.  Avoid bundling risks and if a risk  is material, provide it with its own
descriptive subheading.
 Compensation, page 77

 Compensation discussion and analysis, page 77

4. Clarify in this discussion , as you indicated in your re sponse to comment 43 to our
letter dated August 3, 2007, that the prio r em
ployment packages of Messrs.
Bodnar and Barkus were instrumental in  developing their compensation packages
at the time they were hired.
5. We note your response to prior comment 10 in our letter dated Septem ber 14,
2007.  We note your revised disclosure indicating that the company reviewed
general and retail industry su rveys to determine the “mar ket level raises” for other
executives.  Please revise your disclosu re to clarify what components of the
general and retail industry su rveys assisted you in determining the “market level
raises” and clarify whether you are referri ng to salary, bonus or all aspects of
compensation.  In this regard, explain how  the surveys were used and generally
indicate what companies comprised the “general” and “retail” categories of the surveys.
6. In your discussion of Annual Bonuses, please define your “internally defined operating earnings target” in your disclosure.  P
lease also further explain the
likelihood of meeting the “ch allenging” performance targ ets you discuss here for
2007.

Lynelle P. Kirby
Ulta Salon, Cosmetics & Fragrance, Inc. October 10, 2007 Page 3  Report of independent registered public accounting firm, page F-1

7. Prior to requesting effectiveness, please file an am endment which deletes the “to
be issued” language included in the a uditor’s report.  Also, the dual dating
information in the accountant’s report n eeds to be completed.  Similar revisions
need to be made in an updated acc ountants consent filed as Exhibit 23.

Financial Statements

Note 1 – Business and basis of presentation, page F-11
8. The second bullet point in the unaudited pr o forma consolidated financial data
section on p
age F-12 includes the proceeds received in the pending initial public
offering.  We believe the purpose of this pro forma information is to show the company prior to the new investment; ther efore, it is inappropriate to include
offering proceeds.  Please revise the pr o forma presentation to exclude offering
proceeds.
9. The pro forma presentation in the histor ical financial statements in
 cludes an
adjustment of notes payable.  Please expand the disclosure to  explain why this
adjustment is appropriate and how the amount was determined.
10. Please consider expanding the pro forma disclos ure in the financial statement
footnote to explain the difference in th e actual expected pa yout of preferred
dividends at a future date, and the amount that has been earned as of the financial
statement date.  It appears this would be useful information to a reader and would
make the disclosure consistent with that  included in the text of the document.
Please revise or advise.

 Note 12- Net income per common share, page F-29
11. Please expand your disclosure of the pro fo rm a earnings per share calculation to
clarify what adjustments you made to bot h the numerator and denominator of the
earnings per share calculation.  The expa nded disclosure should clarify why the
adjustment is appropriate as well as how the amount was calculated.

Exhibit 5.1
12. We note that the legal opinion refers to the “General Corporation Law of t he State
of Delaware.”  Please have counsel confir m for us in writing that the legality
opinion concurs with our understanding th at the reference and limitation to the
Delaware General Corporation Law includes the statutory provisions and also all
applicable provisions of the Delaware C onstitution and the reported judicial cases

Lynelle P. Kirby
Ulta Salon, Cosmetics & Fragrance, Inc. October 10, 2007 Page 4
interpreting those laws currently in effect.  Please file this confirmation as correspondence on the EDGAR system.
***
 As appropriate, please am
end your regist ration statement in response to these
comments.  You may wish to provide us with 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 amendmen t and responses to our comments.

You may contact Robert Bu rnett, Accountant, at (202) 551-3330 or Michael
Moran, Accounting Branch Chief, at (202)  551-3841 if you have questions regarding
comments on the financial statements and related matters.  Please contact Scott Anderegg, Staff Attorney, at (202) 551-3342 or Mara L. Ransom, Legal Branch Chief, at
(202) 551-3264 or me at (202) 551- 3720 with any other questions.

     S i n c e r e l y ,

     H. Christopher Owings
Assistant Director
  cc:  Christopher D. Lueking, Esq.
 Latham & Watkins LLP

Mail Stop 3561
 September 14, 2007
 Lynelle P. Kirby, President Ulta Salon, Cosmetics & Fragrance, Inc. 1135 Arbor Drive Romeoville, IL 60446
Re: Ulta Salon, Cosmetics & Fragrances, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed August 17, 2007
  File No. 333-144405

Dear Mr. Kirby:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
 General

1. We note your response to comment 1 in  our letter dated August 3, 2007.  As
discussed with counsel, please ensure that  you provide a price range in your next
am
endment.
 Front Cover of Prospectus

2. We note your response to comment 4 in our letter dated August 3, 2007.  Please
revise your disclosure to  rem
ove the names of the joint book-running managers
from the front cover page.  You may include  this information on the back cover of
the prospectus.

Prospectus Summary, page 1
3. We note your response to comment 6 in our letter dated August 3, 2007 and we
re-issue it in part.  W
e note your chart supporting your assertion that you are “the
largest beauty retailer that provides one-stop shopping for prestige, mass and
salon products and services in the Un ited States” and your statement that you
“offer the widest selection of categor ies across prestige and mass cosmetics,
fragrances, haircare, skincare, bath and body products and salon styling tools.”  In
this regard, please provide us with copies  of your source data cited in footnote 1.
In addition, please explain to us the mean ing of footnote 2.  Please also explain by
what measure you are referencing when you state that you are the largest.

We also note your revised disclosure con cerning the assertion that you “pioneered
our unique combination of beauty superstore  and specialty store attributes.”   In
this regard, please disclose whether this  information is based upon management’s
belief, industry data, reports/ articles or any other source.  If the statement is based
upon management’s belief, please indicate th at this is the case and include an
explanation for the basis of such beli ef.  See also, “We provide affordable
indulgence to our customers…” and “We provide our customers with a timely
escape…”
 We further note your revised disclosure concerning the number salons in the
United States.  Please provide us wi th a copy of the report or study by
Professional Consultants & Resources.  Please also provide us support for your
references to the “significant changes” that have occurred to the $75 billion
beauty industry.
4. We note your response to comment 8 in  our letter dated August 3, 2007.  We
further note the revision that you have m
ade to the prospectus summary.
However, your disclosure continues to contain repetitive disclosures.  For example, we note that your disclosure  “Our competitive strengths” on page 2
contains disclosures that are identical to  your disclosure on page 54.  Accordingly,
revise the summary to highlight each item of key information one time, and include a more complete description of each item only once in the body of your prospectus.
 Risk Factors, page 9

 Any significant interruption in the operations of our distribution and order fulfillment
infrastructure could disrupt our ability  to deliver our merchandise…, page 11
5. We note your response to comment 11 in our letter dated August 3, 2007.  Your
subheading does not fully describe the risk  disclosed in the text.  The risk you
describe appears to be that you are depe ndent on only one dist ribution center and
if that one distribution ce nter exp
eriences any signif icant interruption it would
significantly reduce your ability  to supply your stores with  your products which in

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

We, as well as our vendors, are subject to laws and regulations  that could require us to
modify our current business practices…, page 15
6. We note your response to comment 14 in our letter dated August 3, 2007.  Please
revise to tailor this risk to your com
pany.  As drafted you have included risk that
could apply to nearly any issu er in your industry and even  to other industries, like
local zoning and land use re strictions and risk that are more specific to your
operations, like California’s “Propositi on 65” and FDA and FTC regulations.
This comment also refers to the risk enti tled “If we fail to maintain the value of
our brand…”
 Management’s discussion and analysis of financial condition and results of operations,
page 32
7. We note your response to comment 20 in our letter dated August 3, 2007.  W e
note your discussion of trends in your i ndustry and your plans to take advantage
of those trends.  Please expand your di scussion to also include known risks,
challenges or uncertainties that will have , or are reasonably likely to have, a
material impact on your revenue s, income, or your liquidity.
 Growth Strategy, page 55

8. We note your response to comment 37 in our letter dated August 3, 2007.  W e
continue to believe that, without additio nal support, your indication that you will
be able to expand to 1,000 retail stores over the next 10 years is inappropriate.  The support you have provided for this statement would appear to provide support
for your ability to identify new locati ons, however, you do not speak to any other
aspect of this goal, such as the ability to  finance such expansions.  Please revise to
provide additional support.

Our Market, page 57

9. We note your response to comment 38 in our letter dated August 3, 2007.  W e
reissue our prior comment in part.  We  note your submission of the referenced
studies published by Kline & Compan y, and IBISWorld Inc., a survey by
American Express, and articles ci ting studies by NPD and Professional
Consultants & Resources.  We were unabl e to verify some of the statements
attributable to these materials.  We coul d not verify all the statements because you
did not provide us a means to cross reference statements in the prospectus with the studies.  Please provide copies of thes e studies to us, appropriately marked in
a manner that cross references the support materials with your statements in your
prospectus.

Compensation discussion and analysis, page 73
10. We note your response to comment 43 in our letter dated August 3, 2007.  Please
expand your discussion to explain the co m
ponents of the benchmark that was
utilized, such as the items of compensation you have benchmarked.  Please also
discuss the generally and retail industry surveys that you utilized.  Please also
explain in terms that an average inve stor could understand what a binominal
option valuation model is and its role in awarding compensation.
11. We note your response to comment 44 in our letter dated August 3, 2007.  Please
elaborate upon how the annual report of  individual executive perform
ance
prepared by Ms. Kirby assists the Co mpensation Committee in determining
appropriate individual compen sation.  Summarize the data that is provided in the
annual report.
 Summary Compensation Table, page 77

12. We note your response to comment 47 in our letter dated August 3, 2007.  You
include a “$
” at the top in the year column.  Please delete the “$” in this column.

Review and approval of related party transactions, page 87
13. We note your response to comment 49 in our letter dated August 3, 2007.  W e
reissue our prior comment in part.  Pleas e revise yours discussi on to indicate how
you will determine whether a board member is  “interested” in the transaction and
what constitutes a “material economic intere st.”  Similarly, indicate what types of
transactions, if not all, will be subject to this approval process.

Financial Statements
14. Please revise to update the unaudited interi m  financial statements to include the
26 weeks ended August 4, 2007 in accordance with Rule 3-12 of Regulation S-X.
15. We note your responses to comments 51 and 57 in our letter dated August 3,
2007.  Both of these comm
ents require a dditional disclosure and or supplemental
information related to the initial offering price of the common shares.  We may have additional comment when the IPO pr ice is available.  Please update the
information in Annex C to include grants subsequent to our initial comment letter.
***
 As appropriate, please am
end your regist ration statement in response to these
comments.  You may wish to provide us with 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 amendmen t and responses to our comments.

You may contact Robert Bu rnett, Accountant, at (202) 551-3330 or Michael
Moran, Accounting Branch Chief, at (202)  551-3841 if you have questions regarding
comments on the financial statements and related matters.  Please contact Scott
Anderegg, Staff Attorney, at (202) 551-3342 or Mara L. Ransom, Legal Branch Chief, at
(202) 551-3264 or me at (202) 551- 3720 with any other questions.

     S i n c e r e l y ,          H. Christopher Owings
Assistant Director

cc:  Christopher D. Lueking, Esq.
 Latham & Watkins LLP

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    Sears Tower, Suite 5800

    233 S. Wacker Dr.

    Chicago, Illinois 60606

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

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Brussels

    New York

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    San Francisco

    Los Angeles

    Shanghai

    September 27, 2007

    Milan

    Silicon Valley

    Moscow

    Singapore

    Munich

    Tokyo

    New Jersey

    Washington, D.C.

Securities and Exchange Commission

100 F Street, N.E.

Mailstop 3561

Washington, D.C. 20549

    Attention:

    H. Christopher Owings

Scott Anderegg

    Re:

    Ulta Salon, Cosmetics & Fragrance, Inc. — Amendment No. 2

    Registration Statement on Form S-1

    File No. 333-144405

Ladies and Gentlemen:

     On behalf of Ulta Salon, Cosmetics & Fragrance, Inc., a Delaware corporation (the
“Company”), we hereby transmit for filing under the Securities Act of 1933, as amended,
Amendment No. 2 (the “Amendment”) to the Company’s Registration Statement on Form S-1 (the
“Registration Statement”), including certain exhibits. The Company supplementally advises
the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) that it plans to file an application for confidential treatment with respect
to a certain exhibit to the Registration Statement with the Secretary of the Commission
concurrently with the Amendment. Courtesy copies of this letter and
the Amendment (specifically marked to show changes thereto) are being
submitted to the Staff by hand delivery.

     The Amendment reflects the responses of the Company to comments received from the Staff in a letter from H. Christopher Owings, dated September 14, 2007
(the “Comment Letter”). Where we have revised the disclosure in the Registration Statement
in response to the Staff’s comments, we have noted the applicable page number of the Amendment next
to the comment. In addition, certain marked copies of the Amendment provided to the Staff have
been marked with the number of the response next to the corresponding text of the Amendment.

General

    1.

    We note your response to comment 1 in our letter dated August 3, 2007. As discussed with
counsel, please ensure that you provide a price range in your next amendment.

Securities and Exchange Commission

September 27, 2007

Page 2

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

Front Cover of Prospectus

    2.

    We note your response to comment 4 in our letter dated August 3, 2007. Please revise your
disclosure to remove the names of the joint book-running managers from the front cover page.
You may include this information on the back cover of the prospectus.

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

Prospectus Summary, page 1

    3.

    We note your response to comment 6 in our letter dated August 3, 2007 and we re-issue it in
part. We note your chart supporting your assertion that you are “the largest beauty retailer
that provides one-stop shopping for prestige, mass and salon products and services in the
United States” and your statement that you “offer the widest selection of categories across
prestige and mass cosmetics, fragrances, haircare, skincare, bath and body products and salon
styling tools.” In this regard, please provide us with copies of your source data cited in
footnote 1. In addition, please explain to us the meaning of footnote 2. Please also explain
by what measure you are referencing when you state that you are the largest.

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

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

2

Securities and Exchange Commission

September 27, 2007

Page 3

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

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

    We also note your revised disclosure concerning the assertion that you “pioneered our unique
combination of beauty superstore and specialty store attributes.” In this regard, please
disclose whether this information is based upon management’s belief, industry data,
reports/articles or any other source. If the statement is based upon management’s belief,
please indicate that this is the case and include an explanation for the basis of such
belief. See also, “We provide affordable indulgence to our customers...” and “We provide our
customers with a timely escape...”

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

    We further note your revised disclosure concerning the number salons in the United States.
Please provide us with a copy of the report or study by Professional Consultants &
Resources. Please also provide us support for your references to the “significant changes”
that have occurred to the $75 billion beauty industry.

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

    •

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

    •

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

3

Securities and Exchange Commission

September 27, 2007

Page 4

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

    •

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

    •

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

    4.

    We note your response to comment 8 in our letter dated August 3, 2007. We further note the
revision that you have made to the prospectus summary. However, your disclosure continues to
contain repetitive disclosures. For example, we note that your disclosure “Our competitive
strengths” on page 2 contains disclosures that are identical to your disclosure on page 54.
Accordingly, revise the summary to highlight each item of key information one time, and
include a more complete description of each item only once in the body of your prospectus.

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

Risk Factors, page 9

Any significant interruption in the operations of our distribution and order fulfillment
infrastructure could disrupt our ability to deliver our merchandise..., page 11

    5.

    We note your response to comment 11 in our letter dated August 3, 2007. Your subheading does
not fully describe the risk disclosed in the text. The risk you describe appears to be that
you are dependent on only one distribution center and if that one distribution center
experiences any significant interruption it would significantly reduce your ability to supply
your stores with your products which in

4

Securities and Exchange Commission

September 27, 2007

Page 5

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

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

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

    6.

    We note your response to comment 14 in our letter dated August 3, 2007. Please revise to
tailor this risk to your company. As drafted you have included risk that could apply to nearly
any issuer in your industry and even to other industries, like local zoning and land use
restrictions and risk that are more specific to your operations, like California’s
“Proposition 65” and FDA and FTC regulations. This comment also refers to the risk entitled
“If we fail to maintain the value of our brand...”

    Response: In response to the Staff’s comment, we have revised the disclosure.
Please see pages 15 - 16. In addition, in response to the Staff’s comment, we have deleted
the risk entitled “If we fail to maintain the value of our brand . . .”

Management’s discussion and analysis of financial condition and results of operations, page
32

    7.

    We note your response to comment 20 in our letter dated August 3, 2007. We note your
discussion of trends in your industry and your plans to take advantage of those trends. Please
expand your discussion to also include known risks, challenges or uncertainties that will
have, or are reasonably likely to have, a material impact on your revenues, income, or your
liquidity.

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

Growth Strategy, page 55

    8.

    We note your response to comment 37 in our letter dated August 3, 2007. We continue to
believe that, without additional support, your indication that you will be able to expand to
1,000 retail stores over the next 10 years is inappropriate. The support you have provided for
this statement would appear to provide support for your ability to identify new locations,
however, you do not speak to any other aspect

5

Securities and Exchange Commission

September 27, 2007

Page 6

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

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

Our Market, page 57

    9.

    We note your response to comment 38 in our letter dated August 3, 2007. We reissue our prior
comment in part. We note your submission of the referenced studies published by Kline &
Company, and IBIS World Inc., a survey by American Express, and articles citing studies by NPD
and Professional Consultants & Resources. We were unable to verify some of the statements
attributable to these materials. We could not verify all the statements because you did not
provide us a means to cross reference statements in the prospectus with the studies. Please
provide copies of these studies to us, appropriately marked in a manner that cross references
the support materials with your statements in your prospectus.

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

Compensation discussion and analysis, page 73

    10.

    We note your response to comment 43 in our letter dated August 3, 2007. Please expand your
discussion to explain the components of the benchmark that was utilized, such as the items of
compensation you have benchmarked. Please also discuss the generally and retail industry
surveys that you utilized. Please also explain in terms that an average investor could
understand what a binominal option valuation model is and its role in awarding compensation.

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

6

Securities and Exchange Commission

September 27, 2007

Page 7

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

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

    11.

    We

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Sears Tower, Suite 5800

233 S. Wacker Dr.

Chicago, Illinois 60606

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

www.lw.com

    FIRM / AFFILIATE OFFICES

    Brussels

    New York

    Chicago

    Northern Virginia

    Frankfurt

    Orange County

    Hamburg

    Paris

    Hong Kong

    San Diego

    London

    San Francisco

    Los Angeles

    Shanghai

    Milan

    Silicon Valley

    Moscow

    Singapore

    Munich

    Tokyo

    New Jersey

    Washington, D.C.

Via EDGAR

August 17, 2007

Securities and Exchange Commission

100 F Street, N.E.

Mailstop 3561

Washington, D.C. 20549

    Attention:

    H. Christopher Owings

Scott Anderegg

                             Re:

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

Registration Statement on Form S-1

File No. 333-144405

Ladies and Gentlemen:

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

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

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

General

    1.

    We note a number of blank spaces throughout your registration statement for information that
you are not entitled to omit under Rule 430A. Please allow us sufficient time to review your
complete disclosure prior to any distribution of preliminary prospectuses.

Securities and Exchange Commission

August 17, 2007

Page 2

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

    2.

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

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

    3.

    Please file all required exhibits, such as your underwriting agreement and the legal opinion,
in a timely manner so that we may have time to review them before you request that your
registration statement become effective.

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

Front Cover of Prospectus

    4.

    We note that you have listed six underwriters on the cover page. Please revise to identify
only the lead or managing underwriters. Refer to Item 501(b)(8)(i) of Regulation S-K.

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

    •

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

    •

    Wachovia Capital Markets, LLC — Joint book-running manager

    •

    Thomas Weisel Partners LLC — Co-manager

    •

    Cowen and Company, LLC — Co-manager

    •

    Piper Jaffray & Co. — Co-manager

2

Securities and Exchange Commission

August 17, 2007

Page 3

Prospectus Summary, page 1

    5.

    We note your statement that the prospectus summary highlights information and that it might
not contain all the information that is important to an investor. However, the prospectus
summary should highlight all material information for an investor. Please revise your
disclosure language accordingly.

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

    6.

    Please provide support for the qualitative and comparative statements contained in your
prospectus. For example, disclose the basis for your assertion that you are “the largest
beauty retailer that provides one-stop shopping for prestige, mass and salon products and
services in the United States.” In this regard, disclose whether this information is based
upon management’s belief, industry data, reports/articles or any other source. If the
statement is based upon management’s belief, please indicate that this is the case and include
an explanation for the basis of such belief. Alternatively, if the information is based upon
reports or articles, please provide these documents to us, appropriately marked and dated.
See the following additional examples:

    •

    Your statement that you “pioneered this unique combination of beauty superstore and
specialty store attributes that focuses on all aspects of how women prefer to shop for
beauty,” on pages 2 and 53, followed by the CEW and ICSC recognitions;

    •

    Your reference to the $75 billion beauty products and salon services industry and
your indication that you are the “only retailer to offer an off-mall, service-oriented
specialty retain concept...” on page 3.

    •

    Your statement that you “offer the widest selection of categories across prestige
and mass cosmetics, fragrances, haircare, skincare, bath and body products and salon
styling tools,” on page 52;

    •

    Your statement that you offer a “compelling value proposition to [y]our customers
across all of [y]our product categories,” on page 61; and

    •

    Your indication that the “market for salon services and products is highly
fragmented, with over 350,000 salons in the United States, approximately 75% of which
have less than four employees,” on page 66.

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

3

Securities and Exchange Commission

August 17, 2007

Page 4

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

    Category

    Average

    Estimated

    # of U.S.

    U.S.

    # of

    store size

    Mass

    Prestige

    Salon

    Salon

    Specialty Retailer

    sales

    stores

    Debut

    states

    (square feet)

    Products

    products

    products

    services

    ULTA

    $
    7551

    207

    1990

    26

    10,000

    ü

    ü

    ü

    ü

    Sally Beauty Supply

    2,4171

    2,1962

    1964

    48

    1,700

    ü

    ü

    Bath & Body Works

    1,304

    1,540

    1990

    48

    2,300

    ü

    ü

    The Body Shop

    9571

    322

    1989

    N/A

    850

    ü

    ü

    Sephora

    850

    183

    1998

    36

    4,500

    ü

    Trade Secret

    253

    633

    1982

    49

    1,200

    ü

    ü

    ü

    L’Occitane

    199

    148

    1996

    29

    350

    ü

    Beautyfirst

    N/A

    77

    1983

    18

    2,000

    ü

    ü

    ü

    Beauty Brands

    65

    50

    1995

    11

    6,500

    ü

    ü

    ü

    Harmon

    46

    39

    ~1980

    3

    6,850

    ü

    Ricky’s

    30

    20

    1988

    2

    N/A

    ü

    H2O

    29

    11

    1989

    5

    1,100

    ü

    Fresh

    13

    11

    1991

    4

    625

    ü

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

    1

    Latest actual annual sales figure

    2

    Does not include BSG division

4

Securities and Exchange Commission

August 17, 2007

Page 5

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

    7.

    In an appropriate place in the prospectus, please revise your discussion to explain some of
the terminology you use to describe your business. For example, you describe your retail
locations as being located in “power centers” and “lifestyle centers” but you do not explain
what you mean by these terms. See also, your reference to “planograms” and “POS data.”

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

    8.

    We note that you have provided repetitive disclosure. For example, your disclosure “Our
Value Proposition” on page 1 is identical to your disclosure on page 52 and your disclosure
“An Off-Mall Location” on page 1 is identical to your disclosure on page 52. The note to Rule
421(b) in Regulation C states that you should avoid repetitive disclosure that increases the
size of the prospectus but does not enhance the quality of the information. Mere repetition
of the same language or ideas does not enhance the quality of the disclosure in your
prospectus. Accordingly, revise the summary to highlight each item of key information one
time, and include a more complete description of each item only once in the body of your
prospectus.

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

    9.

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

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

5

Securities and Exchange Commission

August 17, 2007

Page 6

The Offering, page 5

    10.

    We note your indication here that shares of your preferred stock will convert and be redeemed
into common stock upon consummation of this offering. In an appropriate place in this
prospectus, please provide additional details regarding the terms of conversion and
redemption, including the price and number of shares that will be issued upon redemption and
how the redemption will be financed.

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

Risk Factors, page 8

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

    11.

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

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

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

    12.

    In general, descriptions of risks that describe circumstances that could apply equally to
other businesses that are similarly situated are generic risks that should
not be included in your risk factor section. Please either eliminate these generic risks, or
revise them to state specific material risks to your company or to the purchasers in this
offering. For example, we note that the following risk factors appear to contain generic
disclosures:

    •

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

6

Securities and Exchange Commission

August 17, 2007

Page 7

    •

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

    •

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

    •

    If we fail to maintain the value of our brand, our sales are likely to decline ..., page 13

    •

    Increases in the demand for, or the price of, raw materials ..., page 16

    •

    We may need to raise additional funds to pursue our growth strategy..., page 17

    Please note these are examples only. Review your entire risk factor section and revise as
necessary.

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

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

    13.

    Please ensure that your risk factors provide the information investors need to assess the
magnitude of the risk. For example, in this risk factor, you indicate that “some of these
third parties” and that “[a]ttempted labor organizing activities” could result in lost sales
or reduced demand (emphases added). Explain why these situations would have a material
adverse effect on the company otherwise it would appear that these risks are speculative and
do not constitute material risks of which investors should be made aware.

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

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

    14.

    Please revise to present this risk in more concrete and specific terms. For example, you say
that you are subject “to numerous laws and regulations, including labor and
employment and taxation laws to which most retailers are typically subject.” This does not
explain what risk is involved in being subject to such laws and regulations nor does it
describe the risk as it specifically relates to your business. So investors can better
understand this risk, clearly explain the risk and how the risk relates to you.

7

Securities and Exchange Commission

August 17, 2007

Page 8

    Response: We have revised the

Mail Stop 3561

August 3, 2007

Lynelle P. Kirby, President
Ulta Salon, Cosmetics & Fragrance, Inc.
1135 Arbor Drive
Romeoville, IL 60446

Re: Ulta Salon, Cosmetics & Fragrances, Inc.
Registration Statement on Form S-1
Filed July 6, 2007
  File No. 333-144405

Dear Mr. Kirby:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t 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 information so we may bette r understand your disclosure.  After reviewing this
information, we may 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 ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.

General
1. We note a number of blank spaces throughout yo ur registration statement for information
that you are not entitled to omit under Rule 430A .  Please allow us sufficient time to review
your complete disclosure prior to any di stribution of preliminary prospectuses.

Lynelle P. Kirby
Ulta Salon, Cosmetics & Fragrance, Inc.
August 3, 2007 Page 2
2. Please provide us with any gatefold information such as pictures, gra phics or artwork that
will be used in the prospectus.
3. Please file all required exhi bits, such as your underwriting agreement and the legal opinion,
in a timely manner so that we may have time to review them before you request that your
registration statement become effective.

Front Cover of Prospectus
4. We note that you have listed six underwriters on the cover page.  Please revise to identify
only the lead or managing underwriters.  Refer to Item 501(b)(8)(i) of Regulation S-K.

Prospectus Summary, page 1
5. We note your statement that the prospectus summary highlights information and that it
might not contain all the information that is  important to an investor.  However, the
prospectus summary should highlight all material information for an investor.  Please revise your disclosure language accordingly.
6. Please provide support for the qualitative and co mparative statements contained in your
prospectus.  For example, disclose the basis for your assertion that  you are “the largest
beauty retailer that provides one-stop s hopping for prestige, mass and salon products and
services in the United States.”  In this rega rd, disclose whether this information is based
upon management’s belief, industry data, reports /articles or any other source.  If the
statement is based upon management’s belief, pl ease indicate that this is the case and
include an explanation for the basis of such belief.  Alternativ ely, if the information is based
upon reports or articles, please provide these documents to us, appropriately marked and
dated.   See the following additional examples:

• Your statement that you “pioneered this unique combination of beauty superstore
and specialty store attributes that focuse s on all aspects of how women prefer to
shop for beauty,” on pages 2 and 53, followed by the CEW and ICSC recognitions;
• Your reference to the $75 million beauty products and salon services industry and
your indication that you are the “only retailer to offer an off-mall, service-oriented
specialty retail concept…” on page 3;
• Your statement that you “offer the widest se lection of categories across prestige and
mass cosmetics, fragrances, haircare, skincare, bath and body products and salon
styling tools,” on page 52;
• Your statement that you offer a “compelli ng value proposition to [y]our customers
across all of [y]our product categories,” on page 61; and
• Your indication that the “market for salon services and products is highly
fragmented, with over 350,000 salons in th e United States, approximately 75% of
which have less than four employees,” on page 66.

Lynelle P. Kirby
Ulta Salon, Cosmetics & Fragrance, Inc.
August 3, 2007 Page 3
7. In an appropriate place in the prospectus, pl ease revise your discussi on to explain some of
the terminology you use to describe your business.  For example, you describe your retail locations as being located in “power centers” and “lifestyle centers” but you do not explain
what you mean by these terms.  See also, your reference to “planograms” and “POS data.”
8. We note that you have provided repetitive disclo sure.  For example, your disclosure “Our
Value Proposition” on page 1 is identical to your  disclosure on page 52 and your disclosure
“An Off-Mall Location” on page 1 is identical to your disclo sure on page 52.  The note to
Rule 421(b) in Regulation C states that you should avoid repetitive disclosure that increases the size of the prospectus but does not enha nce the quality of the information.  Mere
repetition of the same language or ideas does not  enhance the quality of the disclosure in
your prospectus.  Accordingly, revise th e summary to highlight each item of key
information one time, and include a more comp lete description of each item only once in
the body of your prospectus.
9. In your discussion of your competitive strengths, you refer to the “emotional connection” that your unique retail shopping experience rein forces.  In an appropriate place in this
prospectus, please explain what you mean by this.

The Offering, page 5
10. We note your indication here that shares of  your preferred stock will convert and be
redeemed into common stock upon consummation of  this offering.  In an appropriate place
in this prospectus, please provide additional details regarding the terms of conversion and
redemption, including the price and number of shares that will be issued upon redemption
and how the redemption will be financed.

Risk Factors, page 8

Any significant interruption in the operations of our distribution and order fulfillment infrastructure
could disrupt our ability to de liver our merchandise…, page 10
11. We note your indication that you maintain bus iness interruption and property insurance
which mitigates the risk that you de scribe.  If the real risk you are trying to describe is that
you may have insufficient insurance coverage for this risk, please revise the heading and text of this risk factor accord ingly.  Otherwise, it appears that  the risk you describe is not a
material risk and should be dele ted.  This comment also applies to aspects of the risk factors
entitled “If we are unable to protect our intellectual property rights, ou r ability to compete
could be harmed…” and “If our manufactur ers are unable to produ ce our ULTA branded
products on time…”

Lynelle P. Kirby
Ulta Salon, Cosmetics & Fragrance, Inc.
August 3, 2007 Page 4
Any significant interruption in  the operations of our distribution and order…, page 10
12. In general, descriptions of risks that descri be circumstances that could apply equally to
other businesses that are similarly situated are generic risks that should not be included in
your risk factor section.  Please either eliminate these generic risks, or revise them to state
specific material risks to your company or to the purchasers in this offering.  For example,
we note that the following risk factors appear to contain ge neric disclosures:

• Any material disruption of our info rmation technology systems …, page 10
• A decline in general eco nomic conditions…, page 11
• A reduction in traffic to anchor stores…, page 12
• If we fail to maintain the value of our br and, our sales are likely to decline…, page
13
• Increases in the demand for, or the price of, raw materials …, page 16
• We may need to raise additional funds to pursue our growth strategy…, page 17

Please note these are examples only.  Review your  entire risk factor section and revise as
necessary.

Union activity at third-party tr ansportation companies…, page 11
13. Please ensure that your risk f actors provide the information in vestors need to assess the
magnitude of the risk.  For example, in  this risk factor, you indicate that “ some  of these
third parties” and that “ [a]ttempted  labor organizing activities” c ould result in lost sales or
reduced demand (emphases added).  Explain wh y these situations would have a material
adverse effect on the company ot herwise it would appear that th ese risks are speculative and
do not constitute material risks of whic h investors should be made aware.

We as well as our vendors, are subj ect to laws and regulations that could require us to modify our
current business practices…, page 15
14. Please revise to present this ri sk in more concrete and specific terms.  For example, you say
that you are subject “to numerous laws and regulations, including labor and employment
and taxation laws to which most retailers are t ypically subject.”  This does not explain what
risk is involved in being subject to such laws and regulations nor does it  describe the risk as
it specifically relates to your business.  So investors can bette r understand this risk, clearly
explain the risk and how the risk relates to you.

Lynelle P. Kirby
Ulta Salon, Cosmetics & Fragrance, Inc.
August 3, 2007 Page 5

Our secured revolving credit facility could limit our operational flexibility, page 17
15. Some of your subheadings do not fu lly describe the risk disclose d in the text.  For example,
this subheading does not clearly de scribe the risk you are trying to  disclose or, in this case,
that your credit facility contains covenants that restrict your ability to take certain actions.
Please revise.

We do not anticipate paying dividends on our cap ital stock in the foreseeable future, page 21
16. Ensure that the disclosure in each risk factor you include actually descri bes a real risk.  For
example, in this risk factor, you appear to be  merely stating a fact about the company, as
opposed to describing a risk associated with an investment in your securities.  Please revise
or remove this risk.

We did not register our stock options unde r the Securities Exchange Act…, page 21
17. Please revise the title and the body of this risk  factor to reflect th at you were required to
register the stock options not th at you “may” have been required  to do so.  In this regard,
refer to SEC Release No. 34-56010, where the staff indicates that an issuer meeting the conditions of Exchange Act Secti on 12(g) is required to regist er the class of options, unless
an exemption is available.

Use of proceeds, page 24
18. We note your indication here that the net proc eeds from the offering will be used to pay
accumulated dividends in arrears on your preferre d stock.  Please revise to discuss what the
total amount of accumulated dividends in arrears amounts to and whether or not the net proceeds from this offering will satisfy all amounts due.  If not, disclose whether or not this will impact the terms of the conversion and redemption of such preferred stock, as is
contemplated at the consummation of this offering.

Selected consolidated financial data, page 29
19. In footnote 7 on page 31 you disclose that the Se ries III preferred stock is presented in the
mezzanine section of your balance sheet.  Plea se consider adding a brief explanation of
what that means since all readers may not be familiar with the term mezzanine.

Lynelle P. Kirby
Ulta Salon, Cosmetics & Fragrance, Inc.
August 3, 2007 Page 6
Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page 32
20. We note your discussion of “Key Trends” on page 57.  Please expand your MD&A to discuss known material trends and uncertainties that will have, or are reasonably likely to have, a material impact on your revenues or in come or result in your liquidity decreasing or
increasing in any material way.  In this rega rd, we note your disclosu re that from 1999 to
2006 you have delivered increase s in net income at a com pounded annual growth rate of
51.6 %.  Discuss whether you expect that tre nd to continue.  Please provide additional
analysis concerning the quality  and variability of your earni ngs and cash flows so that
investors can ascertain the likelihood or the exte nt past performance is indicative of future
performance.  Please discuss whether you expect le vels to remain at this  level or to increase
or decrease.  Also, you should consider disc ussing the impact of any changes on your
earnings.  Further, please di scuss in reasonable detail:
• economic or industry-wide factors relevant to your company, and
• material opportunities,  challenges, and
• risks in short and long term and the actions you are taking to address them.
     See Item 303 of Regulation S-K and SEC Release No. 33-8350.
21. The basis of presentation section of manageme nt’s discussion and analysis discusses the
types of items included in pre-opening e xpenses; however, it appears that remodeling
expenses are also included in the pre-opening li ne item.  Please revise the disclosure on
page 35 or advise.
22.  In discussing quarterly results of opera tions we understand some three month periods
contain 13 weeks and some 14 weeks.  Pleas e revise the column headings, or other
disclosure, to clarify for a reader the actual length of each period.
23. With respect to the discussion of gross profit for the first quarter in fiscal 2007 you indicate that the primary cause was planne d accelerated depreciation.  Pleas e revise to indicate if this
accelerated depreciation will ha ve a known continuing impact, or if it is a temporary
condition.
24. Please revise the last sentence of the firs t quarter fiscal 2007 selling, general, and
administrative discussion to indi cate that the decrease relates to the percentage of sales, not
to an overall decrease.  Also, please explain to us in greater detail what operational change
took place, or if no such change, how the amount of advertising expensed is in accordance with generally accepted accounting principles.

Lynelle P. Kirby
Ulta Salon, Cosmetics & Fragrance, Inc.
August 3, 2007 Page 7
Liquidity and capital resources, page 43
25. Please revise your discussion to elaborate upon how you plan to finance your capital
expenditures for new stores, particularly in light of your disclosure elsewhere that your
growth strategy involves increasi ng your store base.  In this regard, explain whether you
plan to grow at the same rate  as you have historically.
26. You mention here that you typically have payment terms with  your vendors.  Revise to
elaborate upon those payment terms and how they contribute to your liquidity.

Critical accounting policies and estimates, page 48
27. We note your discussion of i nventory valuation.  Please s upplement your discussion by
providing quantitative analysis.  Disclose the amount of valuation adjustments you have
made each year and discuss the reasons for any significant changes.
28. We note your discussion of vendor  allowances.  The critical accounting policy section is
intended to highlight those areas that requ ire significant estimates and management
judgment as well as those areas that involve a choice of accounting policy where different policies could produce materially different results.  Expand your disclosure to more specifically discuss either the significant estimates involve d in your accounting for vendor
allowances or the alterna tive accounting treatment that  was permitted under GAAP.
Provide a quantitative analysis by disclosing th e amount of allowances received each year
and the reasons for significant changes from year to year.
29. We note your discussion of opera ting leases.  The critical accounting policy section is
intended to highlight those areas tha