December 8, 2011

VIA EDGAR AND HAND DELIVERY

Mara L. Ransom

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

Dear Ms. Ransom:

On behalf of Restoration Hardware Holdings, Inc. (the “Company”), this letter responds to your letter, dated November 10, 2011 (the “Comment Letter”), regarding the above-referenced Amendment No. 1 (“Amendment No. 1”) to Registration Statement on Form S-1 (the “Registration Statement”), filed on October 21, 2011. Each of your comments is set forth below, followed by the corresponding response. For ease of reference, the headings and numbered paragraphs below correspond to the headings and numbered comments in the Comment Letter. Each response of the Company is set forth in ordinary type beneath the corresponding comment of the Staff of the Division of Corporation Finance (the “Staff”) from the Comment Letter appearing in bold type. The page references in our responses are to the revised prospectus included in Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which is being filed today by electronic submission. References herein to “we” and “our” refer to Restoration Hardware Holdings, Inc. and its consolidated subsidiaries unless otherwise noted.

Ms. Mara L. Ransom

Securities and Exchange Commission

December 8, 2011

Page 2

Prospectus Summary, page 1

Answer: We have revised the disclosure on pages 1 through 3 of Amendment No. 2 in response to the Staff’s comment. We respectfully advise the Staff that we believe that further condensing of the prospectus summary would make it more difficult for an investor to understand our business when reading the summary. We believe that the information in the prospectus summary, as revised in Amendment No. 2, is necessary in order for investors to derive a more complete understanding of the Company’s competitive strengths and growth strategies.

Answer: We have revised the disclosure on pages 1, 80, 82, 86 and 88 of Amendment No. 2 in response to the Staff’s comment.

Answer: We acknowledge the Staff’s comment and are supplementally providing to the Staff highlighted copies of the third-party sources that are cited or relied upon in the prospectus.

Our Company, page 3

Ms. Mara L. Ransom

Securities and Exchange Commission

December 8, 2011

Page 3

Answer: We acknowledge the Staff’s comment and are supplementally providing to the Staff highlighted copies of the sources relied upon in connection with our determination of the size of the home furnishings market. As detailed in the supplemental materials provided to the Staff, we determined the size of the home furnishings market by summing the sizes of the seven major categories in the home furnishings market: indoor furniture, textiles, dishes and flatware, bath, lighting, outdoor furniture, and carpets and floor coverings. To determine the size of each major category, we relied on market data from Euromonitor International, Kantar, and Furniture Today.

Answer: We acknowledge the Staff’s comment and respectfully advise the Staff of the following basis for our belief that it is impracticable to attribute the cause of a particular sale to any particular initiative. We operate a multi-channel business in which initiatives in our channels complement and support one another. As a result, there is not necessarily a causal relationship between marketing activities in one channel and sales in that channel. Specifically, while customers may place orders through our retail locations, catalogs or online, the placement of an order does not necessarily indicate the starting point for a particular transaction. Other examples of how marketing activities in one channel may impact sales in another channel are as follows:

Ms. Mara L. Ransom

Securities and Exchange Commission

December 8, 2011

Page 4

Accordingly, the channels for our merchandise are inextricably intertwined with one another and it is not possible to determine with precision which factors are driving individual transactions. We believe our initiatives with respect to our stores, catalogs and online all contribute to our increased sales, but it is impracticable to quantify how much of the increase is attributable to any particular initiative at any specific time. As a result, we do not think it is practicable or useful to investors to quantify the impact of any particular initiative on our results of operations.

Answer: We have revised the disclosure on pages 3 through 5 of Amendment No. 2 in response to the Staff’s comment.

Principal Equity Holders, page 5

Payments to Principal Equity Holders in Connection with the Offering, page 7

Answer: We have revised the disclosure on pages 6 and 7 of Amendment No. 2 in response to the Staff’s comment. We confirm that, in a subsequent amendment to the prospectus, we will include the amount of shares owned by our officers and directors that will vest in conjunction with this offering.

Risk Factors, page 15

Ms. Mara L. Ransom

Securities and Exchange Commission

December 8, 2011

Page 5

Risks Related to Our Business, page 15

Growth in our business may not be sustained, page 15

Answer: We have removed the statement on page 14 of Amendment No. 2 in response to the Staff’s comment.

Fluctuations in our tax obligations and effective tax rate, page 29

Answer: We have revised the disclosure on page 28 of Amendment No. 2 to describe the potential cash impact of any limitation on the Company’s ability to utilize net operating loss carry-forwards in response to the Staff’s comment.

Use of Proceeds, page 37

Answer: We have revised the disclosure on page 36 of Amendment No. 2 in response to the Staff’s comment.

Selected Historical Consolidated Financial and Operating Data, page 42

Ms. Mara L. Ransom

Securities and Exchange Commission

December 8, 2011

Page 6

Answer: We have revised the disclosure on page 50 of Amendment No. 2 in response to the Staff’s comment. We respectfully draw the Staff’s attention to additional disclosures we have included in the MD&A section beginning on page 51 of Amendment No. 2 to clarify the impact of purchase accounting adjustments on the Company. We believe that these tables provide readers with necessary information to calculate the Company’s gross margins, including and excluding the impact of purchase accounting adjustments.

We respectfully advise the Staff that the market participants’ perspectives used by the Company in assessing the fair value of assets acquired did assume the highest and best use of the assets, consisting principally of a strong trade name, an existing customer base, a fleet of existing retail stores, and an existing web-based and catalog-based selling infrastructure. We considered, but did not use, the alternative valuation assumption of an “in-exchange” transaction to realize value of assets acquired, such as through an industry liquidator, as they would have significantly reduced the ultimate value realized in the disposal of inventories acquired. While the acquirers of the business recognized the need to materially change the product assortment, it was recognized that maximizing the value of the inventory acquired required sales of inventory in the retail stores at reduced prices (but not below cost) and changes to the ultimate approach to the market to improve results of operations through the introduction of a tri-channel approach to the market which optimizes the retail presence, web-based selling of product, and the use of catalogs.

Market participants considered in assessing the fair value of assets acquired were assumed to be similar to the Company’s characteristics, with a retail store presence in the U.S. and Canada, limited outlet store operations, and an ability to access customers through both web-based and catalog based marketing strategies. Examples of such companies would be Williams-Sonoma, Pottery Barn and Ethan Allen.

Ms. Mara L. Ransom

Securities and Exchange Commission

December 8, 2011

Page 7

We also respectfully advise the Staff that the net fair value write down of inventory of $47.9 million was the result of a write down of retail inventories of approximately $61.5 million and a write-up of inventory in the Company’s distribution centers servicing the web and catalog businesses of approximately $13.6 million. In assessing these values, the Company considered the fact that product in their retail channel could not practically be returned to the Company’s distribution centers for distribution through other channels, as the impact to our business and related costs were significant and this strategy would have resulted in increased operating losses. In addition, as stated above, disposal of inventories through an industry liquidator would have reduced the value realized by the Company.

We respectfully refer the Staff to comment number 32 of our comment letter response dated October 21, 2011 where we discussed the technical aspects of valuing inventory in accordance with fair value accounting pursuant to FAS 141, par. 37.c as a result of the Acquisition in contrast to the accounting for inventory at lower of cost or market (“LCM”) in accordance to ASC 330-10-35. Specifically, we respectfully refer the Staff to the discussion of what we believe are key differences in the respective valuation approaches, including:

Furthermore, we respectfully advise the Staff that there were inventory LCM reserves of approximately $6.5 million recorded in the predecessor period in accordance with the provisions of ASC 330-10-35. The Company determined the LCM adjustment on an individual product basis. In estimating the net realizable value of each product, the Company considered the prevailing adverse economic conditions in determining the anticipated level of price discounts to be incurred to sell the inventory. This included pricing changes to reflect competitive market conditions, reduced pricing for excess product and products to be discontinued, etc. However, notwithstanding these selling price reductions, the net costs of inventory were recovered for the vast majority of our products, and the levels of reserves recorded were adequate to ensure realization of inventory carrying values. This is further evidenced by the Company continuing to generate positive gross margins greater than 30% subsequent to the Acquisition, even excluding the favorable effect of the purchase accounting adjustment.

Ms. Mara L. Ransom

Securities and Exchange Commission

December 8, 2011

Page 8

However, we continued to experience significant operating losses as the business and operating model were transformed, indicating an impaired value of our inventory on a fair value basis. In periods subsequent to the Acquisition, the Company generated negative operating margins, even including the favorable effect of the purchase accounting adjustments. In determining the fair value of inventory at the Acquisition date, a market participant would not consider only the direct costs of inventory in determining a purchase price for our inventory, but rather would be expected to pay a price that is sufficient to allow the market participant to achieve a profit. A market participant that purchased our inventory would consider all costs associated with disposing of the inventory, including cost of goods sold and selling, general and administrative expenses. As mentioned above, the inventories within the Company’s distribution centers servicing the web and catalog businesses were written-up by approximately $13.6 million. Considering the lower costs of disposal for inventory in such channel, a market participant could pay more than the book value of these inventories and still expect to generate a profit through a web or catalog business. In contrast, a market participant would need to purchase the retail inventory for less than book value to generate a profit, because the costs associated with operating retail stores were a significant reason why the Company was generating operating losses. As a consequence, the retail inventories were written-down by approximately $61.5 million, resulting in the overall fair value of inventory in the purchase price allocation to be lower than the carrying value of the predecessor inventory balance.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 47

Answer: We have revised the disclosure on pages 47 and 48 of Amendment No. 2 in response to the Staff’s comment.

Basis of Presentation and Results of Operations, page 52

Answer: We have revised the disclosure on page 53 of Amendment No. 2 to include net revenues from outlet stores in response to the Staff’s comment.

Gross profit, page 57

Ms. Mara L. Ransom

Securities and Exchange Commission

December 8, 2011

Page 9

Answer: We have revised the disclosure on page 49 of Amendment No. 2 in response to the Staff’s comment. Amounts billed separately to our customers for shipping and handling are generally lower than our incurred costs and accordingly an increase in outbound shipping costs adversely impacts our gross margin.

Critical Accounting Policies and Estimates, page 72

Stock-Based Compensation, page 75

Answer: We acknowledge the Staff’s comment and advise the Staff that we have not yet determined the proposed IPO price, nor have the underwriters discussed an estimated price range for our stock in the IPO with us. We will advise the Staff when a proposed price range has been established. We also acknowledge the Staff’s request for additional disclosures regarding any difference between the fair values of our recently issued performance based units and the estimated IPO price and we will revise the Registration Statement in a subsequent amendment to reflect such information following its final determination. This subsequent amendment will be filed in sufficient time to permit the Staff to review the disclosures before the distribution of any preliminary prospectuses.

Business, page 81

Our Company, page 81

Answer: We have revised the disclosure on pages 83 and 84 of Amendment No. 2 in response to the Staff’s comment.

Our Growth Strategy, page 83

Ms. Mara L. Ransom

Securities and Exchange Commission

December 8, 2011

Page 10

Answer: We have revised the disclosure on page 82 of Amendment No. 2 in response to the Staff’s comment. We believe there is a substantial opportunity to gain market share as additional consumers are exposed to our products for a number of reasons including that our annual net revenues account for less than 1% of the domestic housewares and home furnishings market which gives us substantial room to add market share. In addition, our overall sales have been increasing during recent time periods at a faster pace than a number of other home furnishings retailers for whom data is publicly available and we believe this is occurring because we are gaining market share. With respect to our store openings in Greenwich, Connecticut and Boston, although we have signed leases, we intend to include the requested information about timing of projected store openings at a later date when we can pinpoint the anticipated dates with greater precision. This information will be disclosed in a subsequent amendment that would be filed in sufficient time to permit the Staff to review the disclosures before the distribution of any preliminary prospectuses.

Our Products, page 86

Answer: We have revised the disclosure on pages 82 and 88 of Amendment No. 2 in response to the Staff’s comment.

Executive Compensation, page 105

Ms. Mara L. Ransom

Securities and Exchange Commission

December 8, 2011

Page 11

Answer: We have revised the disclosure on page 113 of Amendment No. 2 in response to this comment.

Performance-Based Annual Cash Incentives, page 107

Answer: We have revised the disclosure on pages 107 and 108 of Amendment No. 2 in response to the Staff’s comment.

Index to Consolidated Financial Statements, page F-1

Audited Financial Statements, page F-7

Notes to Consolidated Financial Statements, page F-11

Note 12 – Related Party Transactions, page F-33

Answer: We acknowledge the Staff’s comment and confirm that, once the termination fees are determined, they will be reflected in the pro forma financial information as of the latest balance sheet date included in the Registration Statement, and elsewhere in the prospectus.

We respectfully advise the Staff that these termination fees are considered to be a one-time item and would only be reflected in the pro forma information as of the latest

Ms. Mara L. Ransom

Securities and Exchange Commission

December 8, 2011

Page 12

balance sheet date included in the Registration Statement under Article 11 and not included in the income per share calculations for the latest annual or interim periods included in the Registration Statement.

With respect to the termination fees, the Amended and Restated Management Services Agreement has been executed but the fees have not yet been determined. We will revise the Registration Statement in a subsequent amendment to reflect such information following its final determination.

Note 14 - Segment Reporting, page F-35

Answer: We acknowledge the Staff’s comment and respectfully reiterate our view expressed in comment number 76 of our comment letter response dated October 21, 2011. We continue to believe that there are significant interdependencies between our product categories and that their reaction to economic and other outside factors is substantially correlated. Notwithstanding such belief, we agree with the Staff’s observation that our gross margin is affected by the change in shipping costs resulting from a change in product mix. Therefore, we will provide details of the Company’s net revenues broken down between furniture and non-furniture sales in a future amendment to the prospectus in response to the Staff’s comment. We will provide the future amendment to the prospectus in sufficient time to permit the Staff to review the disclosures before the distribution of any preliminary prospectuses.

Unaudited Condensed Consolidated Financial Statements, page F-38

Notes to Condensed Consolidated Financial Statements, page F-41

Note 14 – Subsequent Events, page F-50

Answer: We acknowledge the Staff’s comment and supplementally advise the Staff that the loan repayments occurred in the Company’s third quarter ended October 29, 2011. The Company will finalize the financial statement impact of these loan repayment transactions as part of the close process for the quarter ended October 29, 2011. That

Ms. Mara L. Ransom

Securities and Exchange Commission

December 8, 2011

Page 13

process has not yet been completed and we will provide further response to the Staff’s comments in a future amendment to the prospectus, which will be filed in sufficient time to permit the Staff to review the disclosures and accounting impact before the distribution of any preliminary prospectuses.

Ms. Mara L. Ransom

Securities and Exchange Commission

December 8, 2011

Page 14

We will provide you with marked copies of Amendment No. 2 to expedite your review.

If you have any questions, please do not hesitate to call Gavin Grover at (415) 268-7113 or Stewart McDowell at (415) 393-8322.

Very truly yours,