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U.S. Securities and Exchange Commission

Securities Act of 1933
Section 2(a)(1)

April 25, 2007

Response of the Office of Chief Counsel
Division of Corporation Finance


Vail Resorts, Inc.
Incoming letter dated March 24, 2005

Based on the facts presented, the Division is unable to provide the requested relief regarding Vail's proposal to offer and sell condominium units without registration under the Securities Act. We will not provide retroactive relief and note that Vail began selling such condominium units prior to receiving a no-action position. Please note that we have not otherwise considered or reached a position on the issues raised in your letter.

This position is based on the representations made to the Division in your letter. Different facts or conditions might require a different result. This response expresses the Division's position on enforcement action only and does not express any legal conclusions on the questions presented.


Kim McManus
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 05/15/2007