Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  LHEUREUX WAYNE D
 2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2009		 3. Issuer Name and Ticker or Trading Symbol
Ulta Salon, Cosmetics & Fragrance, Inc. [ULTA]
(Last)
(First)
(Middle)
1000 REMINGTON BLVD., SUITE 120		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP Human Resources
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BOLINGBROOK, IL 60440		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 10,000
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (1) 10/26/2014 Common Stock 84,800 $ 2.62 D  
Stock Option (right to buy)   (2) 10/25/2015 Common Stock 15,800 $ 3.33 D  
Stock Option (right to buy)   (3) 10/24/2016 Common Stock 15,800 $ 9.18 D  
Stock Option (right to buy) 10/24/2009 10/24/2016 Common Stock 3,160 $ 9.18 D  
Stock Option (right to buy)   (4) 07/18/2017 Common Stock 15,800 $ 15.81 D  
Stock Option (right to buy)   (5) 03/24/2018 Common Stock 100,000 $ 14.06 D  
Stock Option (right to buy)   (6) 09/09/2018 Common Stock 20,000 $ 13.44 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LHEUREUX WAYNE D
1000 REMINGTON BLVD.
SUITE 120
BOLINGBROOK, IL 60440		       SVP Human Resources  

Signatures

/s/ Robert S. Guttman, as attorney-in-fact for Wayne L'Heureux 06/23/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The options reported vest 25% on each anniversary date of the 10/26/2004 grant date.
(2) The options reported vest 25% on each anniversary date of the 10/25/2005 grant date.
(3) The options reported vest 25% on each anniversary date of the 10/24/2006 grant date.
(4) The options reported vest 25% on each anniversary date of the 07/18/2007 grant date.
(5) The options reported vest 25% on each anniversary date of the 03/24/2008 grant date.
(6) The options reported vest 25% on each anniversary date of the 09/09/2008 grant date.

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