**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      8-K**





**CURRENT
      REPORT**


**Pursuant
      to Section 13 OR 15(d) of the Securities Exchange Act of
      1934**





Date
      of
      report (Date of earliest event reported): August 22, 2007





**Vail
      Resorts, Inc.**


(Exact
      Name of Registrant as Specified in Charter)





Delaware
            
            1-9614
            
            51-0291762(State
                or Other Jurisdiction of Incorporation)
            
            (Commission
                File Number)
            
            (IRS
                Employer Identification No.)390
                Interlocken Crescent, Suite 1000,
              Broomfield,
                Colorado
            
            80021(Address
                of Principal Executive Offices)
            
            (Zip
                Code)Registrant's
                telephone number, including area code:
            
            (303)
                404-1800





(Former
                Name or Former Address, if Changed Since Last Report)





Check
      the
      appropriate box below if the Form 8-K filing is intended to simultaneously
      satisfy the filing obligation of the registrant under any of the following
      provisions:


[  ]
      Written communications pursuant to Rule 425 under the Securities Act (17 CFR
      230.425)


[  ]
      Soliciting materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)


[  ]
      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
      Act
      (17 CFR 240.14d-2(b))


[  ]
      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
      Act
      (17 CFR 240.13e-4(c))












**Item
      2.02.  Results of Operations and Financial
      Condition.**





See
      Item
      4.02(a).





This
      information, including exhibits attached hereto, shall not be deemed “filed” for
      purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange
      Act”), or otherwise subject to the liabilities of that section.  This
      information shall not be deemed to be incorporated by reference in any filing
      under the Securities Act of 1933, as amended, or the Exchange Act, except as
      shall be expressly set forth by specific reference to this Form 8-K in such
      a
      filing.





**Item
      4.02.  Non-Reliance on Previously Issued Financial Statements or a
      Related Audit Report or Completed Interim Review.**





(a)
      Vail
      Resorts, Inc. (the “Company”) previously disclosed in the Company’s Quarterly
      Report on Form 10-Q for the period ended April 30, 2007 filed with the United
      States Securities and Exchange Commission (the “SEC”) on June 8, 2007, that in
      connection with a periodic review by the staff of the SEC of the Company’s
      Annual Report on Form 10-K for the year ended July 31, 2006 (“Form 10-K”) the
      Company was in discussion with the SEC staff regarding the Company’s
      classification of its Real Estate segment cash inflows and outflows within
      the
      operating and investing sections of its Consolidated Statements of Cash
      Flows.  Following these discussions, the Company concluded that it
      will restate its Consolidated Statements of Cash Flows by reclassifying cash
      outflows related to its investments in real estate, disclosed as a separate
      line
      item, from investing activities to operating
      activities.  Consequently, this reclassification will result in a
      reduction of cash flows provided by operating activities with an equal and
      off-setting impact to cash flows (used in) provided by investing
      activities.





On
      August
      22, 2007, management of the Company, in consultation with the Audit Committee
      of
      the Company’s Board of Directors, determined that the Company’s previously filed
      Consolidated Statements of Cash Flows reported in the Company’s Form 10-K and
      the Form 10-Qs for the three interim quarters ended October 31, 2006, January
      31, 2007 and April 30, 2007 (collectively, the “Form 10-Qs”) should be
      restated.  The restatements will be reflected in a Form 10-K/A for the
      year ended July 31, 2006 and Form 10-Q/As for the three interim quarters of
      the
      year ending July 31, 2007, which the Company intends to file substantially
      concurrently with this report. The
      previously filed Form 10-K and Form 10-Qs should no longer be relied
      upon.





This
      restatement does not impact the Company’s previously reported overall net change
      in cash and cash equivalents in its Consolidated Statements of Cash Flows for
      any period presented.  Additionally, this restatement will not impact
      the Company’s previously reported Consolidated Balance Sheets, Consolidated
      Statements of Operations or Consolidated Statements of Stockholders’ Equity for
      any period presented.





Management
      and the Audit Committee discussed these matters with the Company’s independent
      registered public accounting firm, PricewaterhouseCoopers LLP.





Attached
      as Exhibit 99.1 is a schedule which sets forth the line item changes in the
      Statements of Cash Flows for the Form 10-K and Form 10-Qs.





**Item
      9.01.  Financial Statements and Exhibits.**





(d)
      Exhibits.





A
      list of
      exhibits furnished herewith is contained on the Exhibit Index which immediately
      precedes such exhibits and is incorporated herein by reference.








**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned hereunto
      duly authorized.





Vail
                Resorts, Inc.Date:
                August 24, 2007
            By:
            */s/
                Jeffrey W. Jones*Jeffrey
                W. JonesSenior
                Executive Vice President and
              Chief
                Financial Officer












**EXHIBIT
      INDEX**





Exhibit
                No.
            Description99.1
            Schedule
                of Statements of Cash Flows Line Item
                Reclassification