Mail Stop 0305

							November 9, 2004


Martha D. Rehm, Esq.
Senior Vice President and
General Counsel
Vail Resorts, Inc.
Post Office Box 7
Vail, Colorado 81658

Re:	Vail Resorts, Inc.
	Form S-3 filed October 12, 2004
	File No. 333-119687

Dear Ms. Rehm:

      We have reviewed your filing and have the 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 comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

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

Forward-Looking Statements, page 1

1. Please move the Forward-Looking Statements disclaimer to appear
after the summary and risk factors sections.  Only minimal
information should be placed between the table of contents and the
summary section.

Vail Resorts, Inc., page 3

2. Since you reference the percentage breakdown of your revenues
for
the 2004 fiscal year, consider also disclosing the amount of
revenue
and the amount of your net income/loss for that same period.

3. Supplementally provide us with objective support for the
assertions that you own five "premier" ski resort properties and
that
your diverse clientele is made up of an "attractive demographic
profile" or revise to frame those statements as your belief.

Risk Factors, page 4

4. Please remove the qualifying language from the last two
sentences
of the introductory paragraph and clarify that you have included
all
material risks to your business and that are associated with this
offering.  If risks are not deemed material, please do not
reference
them.

Our future development plans might not be successful, page 6

5. Please clarify this risk factor by identifying the development
plans you refer to.

6. Consider revising this risk factor to separately state the
risks
relating to your ability to fund your projects.  In that regard,
include in the new risk factor a more detailed discussion of the
last
paragraph on page 6.

If we do not retain our key personnel..., page 9

7. Please identify the "key personnel" you refer to in this risk
factor.

Our future development plans might not be successful, page 6

8. Please revise this risk factor discussion to provide more
detail
with regard to the significant development plans you have, and
address the impact these projects might have on your operations so
that investors can better appreciate the magnitude of this risk.

Future sales of shares of our common stock could depress the price
of
the common stock, page 9

9. Please provide more detail so that investors can better
understand
the magnitude of the risk.  For example, please disclose the
estimated date(s) on which the 13 million shares of "restricted
securities" can be resold into the public market without
registration, quantify the number of shares of common stock that
can
be sold pursuant to stock option exercises, and clarify whether
those
are all vested stock options.


Our substantial indebtedness could adversely affect our financial
health, page 11

10. Revise your disclosure to briefly describe the covenants in
your
indenture that would limit your ability to engage in activities
that
may be in the shareholders` best interests.

Selling Stockholders, page 15

11. Please revise your disclosure to explain in greater detail the
distribution of the common shares by Apollo Ski Partners, L.P. to
its
partners.  For example, will the partnership continue to exist
after
the distribution; are the shares being distributed to all the
partners; and, is the distribution proportional to each partner`s
interest in the partnership?

12. In conjunction with the comment above, please tell us whether
any
of the selling shareholders are broker-dealers or affiliates of
broker-dealers.  If so, advise us whether their shares are being
distributed to them as compensation for investment banking
services
or as investment shares.

13. In the next amendment, please provide all of the information
required under Item 507 of Regulation S-K.

14. Revise your disclosure to state that the selling shareholders
"may be deemed underwriters."

Exhibit 5.1

15. Please delete the phrase that you "advise" us of your opinion
in
the third paragraph, and instead affirmatively state that this is
your opinion.

* * * * *

      As appropriate, please amend your registration 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
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Direct any questions to Hanna Teshome at (202) 942-2975, or
in
her absence to me at (202) 942-2936.

								Sincerely,



								Sara W. Dunton
								Special Counsel



cc: via facsimile
James J. Clark, Esq.
Luis R. Penalver, Esq.
Cahill Gordon & Reindel LLP
(212) 269-5420
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Vail Resorts, Inc.
November 9, 2004
Page 1