SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

Regis Corporation

(Name of Issuer)

Common Stock, par value $0.05 per share

(Title of Class of Securities)

758932107

(CUSIP Number)

JEFFREY C. SMITH

STARBOARD VALUE LP

599 Lexington Avenue, 19th Floor

New York, New York 10022

(212) 845-7977

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 3, 2011

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 758932107

1	NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,935,882*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,935,882*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,935,882*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3%
14	TYPE OF REPORTING PERSON CO

* Includes Shares underlying certain convertible senior notes.

2

CUSIP NO. 758932107

1	NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY S LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 926,580*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 926,580*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 926,580*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON OO

* Includes Shares underlying certain convertible senior notes.

3

CUSIP NO. 758932107

1	NAME OF REPORTING PERSON STARBOARD VALUE LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO, WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,022,462*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,022,462*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,022,462*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON PN

* Includes Shares underlying certain convertible senior notes.

4

CUSIP NO. 758932107

1	NAME OF REPORTING PERSON STARBOARD VALUE GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,022,462*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,022,462*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,022,462*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON OO

* Includes Shares underlying certain convertible senior notes.

5

CUSIP NO. 758932107

1	NAME OF REPORTING PERSON STARBOARD PRINCIPAL CO LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,022,462*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,022,462*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,022,462*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON PN

* Includes Shares underlying certain convertible senior notes.

6

CUSIP NO. 758932107

1	NAME OF REPORTING PERSON STARBOARD PRINCIPAL CO GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,022,462*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,022,462*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,022,462*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON OO

* Includes Shares underlying certain convertible senior notes.

7

CUSIP NO. 758932107

1	NAME OF REPORTING PERSON JEFFREY C. SMITH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 3,022,462*
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 3,022,462*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,022,462*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON IN

* Includes Shares underlying certain convertible senior notes.

8

CUSIP NO. 758932107

1	NAME OF REPORTING PERSON MARK MITCHELL
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 3,022,462*
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 3,022,462*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,022,462*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON IN

* Includes Shares underlying certain convertible senior notes.

9

CUSIP NO. 758932107

1	NAME OF REPORTING PERSON PETER A. FELD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 3,022,462*
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 3,022,462*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,022,462*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON IN

* Includes Shares underlying certain convertible senior notes.

10

CUSIP NO. 758932107

1	NAME OF REPORTING PERSON JAMES P. FOGARTY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,800
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,800
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,800
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

11

CUSIP NO. 758932107

1	NAME OF REPORTING PERSON DAVID P. WILLIAMS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

12

CUSIP NO. 758932107

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Schedule 13D”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Starboard V&O Fund and Starboard LLC and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.  The aggregate purchase price of the 1,935,882 Shares beneficially owned by Starboard V&O Fund is approximately $29,211,137, excluding brokerage commissions.  Such aggregate purchase price includes $6,549,440, which is the purchase price of $5,727,000 principal amount of Notes (as defined below) convertible into 370,380 Shares.  The aggregate purchase price of the 926,580 Shares beneficially owned by Starboard LLC is approximately $14,132,960, excluding brokerage commissions.  Such aggregate purchase price includes $3,663,856, which is the purchase price of $3,202,000 principal amount of Notes convertible into 207,082 Shares.  The aggregate purchase price of the 160,000 Shares held in the Starboard Value LP Account is approximately $2,379,269, excluding brokerage commissions.

The Shares purchased by each of Messrs. Fogarty and Williams were purchased with personal funds in open market purchases.  The aggregate purchase price of the 1,800 Shares directly owned by Mr. Fogarty is $25,200, excluding brokerage commissions.  The aggregate purchase price of the 2,000 Shares directly owned by Mr. Williams is $30,200, excluding brokerage commissions.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On October 3, 2011, the Reporting Persons filed with the Securities and Exchange Commission (“SEC”) a definitive proxy statement in connection with their solicitation of proxies for the election of James P. Fogarty, Jeffrey C. Smith and David P. Williams (the “Nominees”) at the 2011 Annual Meeting of the Issuer.

On October 5, 2011, Starboard Value LP delivered a letter to the shareholders of the Issuer (the “October 5 Letter”).  In the October 5 Letter, Starboard Value LP stated, among other things, that the Board’s recent reactionary changes do not go far enough and urged shareholders to support real change on the Issuer’s Board by voting for Starboard’s highly-qualified, independent Nominees at the 2011 Annual Meeting.  A copy of the October 5 Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Items 5(a) - 5(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is calculated using as the numerator the respective Shares held by each Reporting Person, including Shares issuable upon conversion of the Notes, and as the denominator 57,727,843 Shares outstanding, as of August 30, 2011, which is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement for the 2011 Annual Meeting, filed with the SEC on October 3, 2011 plus the number of Shares issuable upon conversion of the Notes held by such Reporting Person.

13

CUSIP NO. 758932107

A. Starboard V&O Fund

(a) As of the close of business on October 4, 2011, Starboard V&O Fund beneficially owned 1,935,882 Shares, including 370,380 Shares underlying the Notes.

Percentage: Approximately 3.3%.

(b) 1. Sole power to vote or direct vote: 1,935,882

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,935,882

4. Shared power to dispose or direct the disposition: 0

(c) The transactions in the Shares by Starboard V&O Fund since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

B. Starboard LLC

(a) As of the close of business on October 4, 2011, Starboard LLC beneficially owned 926,580 Shares, including 207,082 Shares underlying the Notes.

Percentage: Approximately 1.6%.

(b) 1. Sole power to vote or direct vote: 926,580

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 926,580

4. Shared power to dispose or direct the disposition: 0

(c) Starboard LLC has not entered into any transactions in the Shares since the filing of the Schedule 13D.

C. Starboard Value LP

(a) As of the close of business on October 4, 2011, 160,000 Shares were held in the Starboard Value LP Account.  Starboard Value LP, as the investment manager of Starboard V&O Fund and the Manager of Starboard LLC, may be deemed the beneficial owner of the (i) 1,935,882 Shares owned by Starboard V&O Fund and (ii) 926,580 Shares owned by Starboard LLC.

Percentage: Approximately 5.2%.

(b) 1. Sole power to vote or direct vote: 3,022,462

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,022,462

4. Shared power to dispose or direct the disposition: 0

(c) Starboard Value LP has not entered into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares on behalf of Starboard V&O Fund since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

14

CUSIP NO. 758932107

D. Starboard Value GP

(a) Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 1,935,882 Shares owned by Starboard V&O Fund, (ii) 926,580 Shares owned by Starboard LLC and (iii) 160,000 Shares held in the Starboard Value LP Account.

Percentage: Approximately 5.2%.

(b) 1. Sole power to vote or direct vote: 3,022,462

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,022,462

4. Shared power to dispose or direct the disposition: 0

(c) Starboard Value GP has not entered into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares on behalf of Starboard V&O Fund since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

E. Principal Co

(a) Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 1,935,882 Shares owned by Starboard V&O Fund, (ii) 926,580 Shares owned by Starboard LLC and (iii) 160,000 Shares held in the Starboard Value LP Account.

Percentage: Approximately 5.2%.

(b) 1. Sole power to vote or direct vote: 3,022,462

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,022,462

4. Shared power to dispose or direct the disposition: 0

(c) Principal Co has not entered into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares on behalf of Starboard V&O Fund since the filing of Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

F. Principal GP

(a) Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 1,935,882 Shares owned by Starboard V&O Fund, (ii) 926,580 Shares owned by Starboard LLC and (iii) 160,000 Shares held in the Starboard Value LP Account.

Percentage: Approximately 5.2%.

(b) 1. Sole power to vote or direct vote: 3,022,462

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,022,462

4. Shared power to dispose or direct the disposition: 0

15

CUSIP NO. 758932107

(c) Principal GP has not entered into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares on behalf of Starboard V&O Fund since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

G. Messrs. Smith, Mitchell and Feld

(a) Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 1,935,882 Shares owned by Starboard V&O Fund, (ii) 926,580 Shares owned by Starboard LLC and (iii) 160,000 Shares held in the Starboard Value LP Account.

Percentage: Approximately 5.2%.

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 3,022,462

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 3,022,462

(c) None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares on behalf of Starboard V&O Fund since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

H. Mr. Fogarty

(a) As of the close of business on October 4, 2011, Mr. Fogarty directly owned 1,800 Shares.  Mr. Fogarty, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Mr. Fogarty disclaims beneficial ownership of such Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 1,800

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,800

4. Shared power to dispose or direct the disposition: 0

(c) Mr. Fogarty has not entered into any transactions in the Shares since the filing of the Schedule 13D.

I. Mr. Williams

(a) As of the close of business on October 4, 2011, Mr. Williams directly owned 2,000 Shares.  Mr. Williams, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Mr. Williams disclaims beneficial ownership of such Shares.

Percentage: Less than 1%

16

CUSIP NO. 758932107

(b) 1. Sole power to vote or direct vote: 2,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,000

4. Shared power to dispose or direct the disposition: 0

(c) Mr. Williams has not entered into any transactions in the Shares since the filing of the Schedule 13D.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1 Letter to Shareholders, dated October 5, 2011.

17

CUSIP NO. 758932107

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  October 5, 2011

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD By: Starboard Value LP,        its investment manager   STARBOARD VALUE AND OPPORTUNITY S LLC By: Starboard Value LP,        its manager   STARBOARD VALUE LP By: Starboard Value GP LLC,        its general partner STARBOARD VALUE GP LLC By: Starboard Principal Co LP,        its member   STARBOARD PRINCIPAL CO LP By: Starboard Principal Co GP LLC,        its general partner   STARBOARD PRINCIPAL CO GP LLC

By:	/s/ Jeffrey C. Smith
	Name:	Jeffrey C. Smith
	Title:	Authorized Signatory

/s/ Jeffrey C. Smith

JEFFREY C. SMITH

Individually and as attorney-in-fact for Mark Mitchell, Peter A. Feld, James P. Fogarty and David P. Williams

18

CUSIP NO. 758932107

SCHEDULE A

Transactions in the Shares by Starboard Value and Opportunity Master Fund Ltd Since the Filing of the Schedule 13D

Shares of Common Stock Purchased Price Per Share($) Date of Purchase

75,000 13.7057 09/26/11

EX-99.1

Exhibit 99.1

October 5, 2011

Dear Fellow Regis Shareholder:

REAL CHANGE IS NEEDED NOW

VOTE FOR STARBOARD'S HIGHLY-QUALIFIED, INDEPENDENT NOMINEES WHO ARE DETERMINED TO SIGNIFICANTLY IMPROVE SHAREHOLDER VALUE

VOTE THE WHITEPROXY CARD TODAY TO SUPPORT OUR EFFORTS TO REBUILD SHAREHOLDER VALUE

Starboard Value LP, together with its affiliates ("Starboard"), beneficially owns approximately 5.2% of the outstanding common stock of Regis Corporation ("Regis" or the "Company"), making us one of the Company's largest shareholders.  We are seeking your support to elect independent, experienced and highly qualified nominees -- James P. Fogarty, Jeffrey C. Smith and David P. Williams -- to the Regis Board of Directors (the "Board") at the 2011 Annual Meeting (the "Annual Meeting").  Our nominees have valuable and relevant business and financial experience that will allow them to make informed decisions to improve shareholder value.  

Please support our efforts by signing, dating and returning your WHITE proxy card in the envelope provided.

DO NOT BE INFLUENCED BY THE ILLUSION OF CHANGE

THE BOARD'S RECENT AND REACTIONARY CHANGES DO NOT GO FAR ENOUGH

The strategic initiatives and governance changes announced by the Company on October 3, 2011 were made in response to our calls for change and only after we publicly announced a competing slate of director candidates for the Annual Meeting.  These reactionary changes do not go far enough to address the significant issues facing the Company and, in our opinion, are transparent attempts by the Company to win votes in the upcoming election contest.   When the pressure is off, what will keep the Board from returning to its past practices of complacent oversight and weak governance?

We believe the current Board has consistently failed to represent the best interests of Regis shareholders and is responsible for the significant deterioration in shareholder value.  A reconstituted Board is vital to the Company's future success.  You deserve directors who will be proactive and work tirelessly to enhance value, not ones who appear only committed to doing the bare minimum in the face of shareholder pressure and to win an election contest.

THE CURRENT BOARD HAS OVERSEEN SIGNIFICANT DESTRUCTION OF SHAREHOLDER VALUE

Under the direction of the current Board, Regis shareholders have suffered massive declines in shareholder value.  Regis' stock price has consistently and materially underperformed its Peer Group and the broader equity markets.    In fact, as shown in the table below, Regis has underperformed its Peer Group by (40.7)%, (81.5)% and (92.6)% over the past one-, three-, and five-year periods, respectively.

	Share Price Performance (1)
	1 Year			3 Year			5 Year
Russell 2000 Index		22.5	%		2.7	%		8.1	%
Specialty Retail Peer Group (1)		29.0	%		37.3	%		34.2	%
Regis Corp.		-11.6	%		-44.2	%		-58.4	%
Underperformance vs. Russell		-34.1	%		-46.9	%		-66.5	%
Underperformance vs. Peer Group		-40.7	%		-81.5	%		-92.6	%
1. Total Return as of August 30, 2011.  In Regis' 2010 Proxy, their peer group is defined as: AAP, AZO, CBRL, DIN, EAT, FL, GME, HRB, JACK, PETM, PZZA, RSH, SBUX, SCI.

REGIS' ACTIONS TO DATE HAVE LARGELY BEEN IN RESPONSE TO OUR INVOLVEMENT AND DO LITTLE TO ADDRESS THE LONG-TERM UNDERPERFORMANCE OF THE COMPANY

After sitting idly by for years while shareholder value deteriorated, the Board has only now reluctantly begun to take limited steps to start to address years of weak operating performance, poor corporate governance, and a lack of effective Board oversight.  While the recently announced corporate governance changes and new strategic initiatives are long overdue, these are merely reactive reforms in response to the pressure we have exerted on the Board and are primarily an attempt to avoid the replacement of existing, entrenched Board members in this proxy contest.  Consider the following on the Company's proposed changes and ask yourself if they go far enough.

Executive Leadership and Board Composition

Regis would like shareholders to believe that substantial changes in executive leadership and Board composition are truly underway.  However, the proposed changes fail to properly address the critical issues facing the Company.  

The Board recently announced that Randy Pearce, a 26-year employee of Regis, would become the next CEO in February 2012.  It is clear in making this decision the Board chose to pick a loyal employee as a successor to longtime CEO, Paul Finkelstein, instead of running a "true" search process to ensure the best possible candidate was identified.  One of the most important functions a board provides is to put in place the right management team.  We question whether this Board properly fulfilled its responsibility by taking the easy way out and selecting the long time CFO.  In our mind, Mr. Pearce should have been one of the candidates, not the only candidate.  Ask yourself the following:

·   Does Mr. Pearce bear no responsibility for the destruction of shareholder value?

·   Was Mr. Pearce and his finance / accounting background such a clear choice that there could not have been a better candidate?

·   Should shareholders really expect substantial changes at Regis when the new CEO is a 26-year employee who failed to take action and supported failed acquisitions while shareholder value was being destroyed?  

·   Is this Board working hard on behalf of shareholders to make difficult decisions that are in the best interest of shareholders or is this Board putting the interests of long time employees ahead of the interests of shareholders?

In response to our concerns about Board composition, the Board once again took the easy way out.  For 14 years David Kunin served as a director of Regis with his primary qualification being that he is the son of the Company's founder.  The Board further allowed Mr. Kunin, and others, to benefit for years from a long list of related party transactions.  It took our involvement for the Board to realize it was time for Mr. Kunin to step down, as he had little chance of being re-elected if challenged.  Instead of running a full search process to identify the most qualified candidate to replace Mr. Kunin, the Board hastily nominated Michael J. Merriman, who was brought to the Board by the Company's own financial advisor.  Ask yourself the following:

·   After waiting 14 years to finally do the right thing and seek a replacement director for Mr. Kunin, why did the Board rush to fill his spot with the first candidate proposed?

·   What industry qualifications does the Board believe Mr. Merriman has that makes him a credible candidate?  How do his qualifications compare to those of our nominees?

·   Is Mr. Merriman truly the best possible Board candidate for Regis or is he just an easy choice?

Cost Reductions

In response to our filings, Regis would now like shareholders to believe that it has taken, and continues to take, actions to reduce the Company's cost structure.  The reality is extremely different.  Less than nine months ago, Paul Finkelstein, the Chairman and CEO, stated the following on an investor conference call:  

"Our focus is top line. I mean there are some expense control initiatives, but order of magnitude under $5 million on an annual basis. I mean the real bang for the buck is top line. That's what we're focusing on; that's where we're going to make our investments… We're not calling it spending anymore; we're calling it investments. In fact, maybe we can even recast the income statement."

·   Paul Finkelstein, Chairman and Chief Executive Officer (Q2 2011 Conference Call on January, 26, 2011)

In its October 2011 investor presentation, Regis claimed to have cut $43 million in costs over the past three fiscal years.  As illustrated below, these purported cost cuts appear to be illusory as they are offset by other cost increases so that, on a net basis, costs have actually increased.  The Company's metrics give management credit for reducing interest expense and increasing gross margins, yet excludes the increase in other operating costs, such as site operating expenses, that occurred over the same period.  In fact, over the past three fiscal years, total operating expenses have increased by $14 million despite a 6.3% decline in revenue, resulting in operating income declining from $173 million to $78 million.

Regis Operating History For Fiscal Years 2008 - 2011
$ in millions
	2008			2009			2010			2011			2011 vs. 2008
Total Revenue		$2,481			$2,430			$2,358			$2,326			(6.3	%)
Total Operating Expenses		$2,308			$2,321			$2,261			$2,322			0.6	%
Operating Income		$173			$156			$135			$78			(55.0	%)
Operating Margin		7.0	%		6.4	%		5.7	%		3.4	%

·   Where are the $43 million in cost cuts above?

·   If the Company has cut spending in some areas yet increased spending in others such that the net effect is neutral, how are shareholders benefiting from these purported cost cuts?

We believe this is a case of fuzzy math.  Regis is adding up certain select line items like interest expense and cost of goods sold (which declined because revenue declined) while ignoring line items where costs increased, which more than offset any actual cost cuts. Ask yourself the following:

·   Is this the kind of reporting and oversight you want from management and your Board?

·   How can shareholders trust that the most recent promise of $40 million to $50 million of cost reductions over the next two fiscal years will actually result in increases in earnings and cash flow or will the Company once again offset those cost reductions by increasing spending in other areas?  

Regis suddenly committed to increase expected cost savings from between $20 and $30 million to between $40 and $50 million over the next two fiscal years.  However, the Company did not revise EBITDA guidance implying that additional cost cutting measures will not impact cash flow results until FY 2013, if at all.  The Company's EBITDA guidance range for 2012 shows little margin improvement and seems to imply that the announced costs cuts will be at least partially, if not completely, offset by higher expenses in other categories.  So, again, where are the cost cuts?  

Regis 2012 Company Guidance
Fiscal Year Ending June 30,				2012 Guidance Range
	2011			Low-End			High-End
Revenue	$	2,326		$	2,303		$	2,349
Year-Over-Year Change					(1.0	%)		1.0	%
Implied Operating Expenses (1)	$	2,104		$	2,081		$	2,107
Year-Over-Year Change					(1.1	%)		0.1	%
EBITDA	$	222		$	222		$	242
% Margin		9.5	%		9.6	%		10.3	%
Year-Over-Year Change					0.1	%		0.8	%
1. Excluding depreciation, amortization and other non-cash items.

Although Regis would like shareholders to believe the Board is keenly focused on cost reductions, our analysis above demonstrates that cost reductions have been and continue to be illusory as they do not result in overall lower expenses or higher operating profits.  Actual numbers do not lie.  As shown in great detail in our prior publicly released letter to Regis, dated August 16, 2011, since 2004, growth in operating expenses has far outpaced growth in revenue, resulting in significant operating margin contraction from 9.4% in 2004, to 3.4% in 2011.  This performance is unacceptable.  Ask yourself the following:

·   If Regis is committed to a more efficient cost structure in the near-term why has the Company not updated FY 2012 guidance to reflect improved margins over FY 2011?

·   Instead of providing cost reductions in absolute dollar terms that may be offset by future investments in other initiatives, why hasn't Regis instead committed to an EBITDA margin target so that shareholders can monitor the Company's performance against that goal?      

Non-Core Assets    

Although we are pleased that Regis has now publicly stated its intention to explore strategic alternatives for Hair Club, once again, this announcement is entirely reactionary and the motivation to execute on a sale without a change in Board composition is questionable.  The Board has a terrible track record of executing on strategic initiatives, including both acquisitions and divestitures.  Over the past ten years alone, Regis has spent over $1.8 billion on acquisitions and capital expenditures, more than twice the current market capitalization of the Company.  However, Regis' share price has declined 27% over this period.  Here are just a few examples of the Board's poor judgment:

·   Regis made a series of acquisitions of Beauty Schools from 2003 through 2006 for close to $100 million that failed to produce the desired results.  Subsequently, Regis divested these assets to Empire Education Group ("Empire") in 2007 for its current 55% ownership in the combined entity.  For FY 2011, Regis reported $5.5 million of equity in income of affiliated companies for its stake in Empire, implying a multiple on the $100 million investment of over 18 times equity income.  To make matters worse, the Board elected to hand over complete voting control of these assets to avoid consolidation of Beauty Schools' poor performance in the financial statements of Regis.  It appears the Board made a bad decision to avoid the short-term impact on the Company's financial statements instead of based on prudent business judgment to be able to control the decision over a majority owned asset.

·   Regis acquired Jean Louis David and other European salons. After they failed to produce the desired results, Regis divested to Frank Provost / Provalliance in 2008 for 30% ownership in the combined entity.  To make matters worse, based on our understanding of the deal terms with Provalliance, the Board agreed to accept a put/call arrangement in the transaction agreement that we believe allows the other owner of Provalliance to obligate Regis to pay 10.0x EBITDA for shares put to them, yet the other owner may call Regis' shares for 6.0x EBITDA.

·   The $56 million investment of additional equity in Provalliance in 2011 was  based on the put/call arrangement described above.  We believe Regis funded this additional equity investment at a valuation of 10.0x Provalliance EBITDA despite Regis trading at only 4.5x EBITDA.  Considering that Provalliance is a non-core asset and that Regis trades at 4.5x times EBITDA, why did the Board decide to pay 10.0x EBITDA instead of allowing Provalliance to buy Regis' stock for 6.0x EBITDA, a significant premium to Regis' multiple and therefore accretive?

In light of the many poor strategic decisions made by the Board, it should be readily apparent that the evaluation of strategic alternatives for Hair Club must be overseen by directors who have the experience and track record to ensure that any transaction approved by the Board will result in real tangible value creation for shareholders.   Our candidates have the right track records and qualifications to oversee this process.  Ask yourself the following:

·   Given the Board's poor track record of overseeing strategic initiatives, is the current Board best equipped to ensure shareholders receive maximum value for these non-core assets?

·   Is the Board truly committed to maximizing the value of non-core assets or is this announcement merely meant to appease shareholders in the midst of this proxy campaign?

Revenue Initiatives and Same-Store-Sales Comparables

Although Regis would like you to believe that our strategy is purely based on cost reductions without consideration of revenue trajectory, this could not be further from the truth.  We are absolutely aligned in our view that stabilization of revenue and improvement in same-store-sales comparables is critically important to the future success of Regis.  

In fact, in our initial meetings with Regis we repeatedly questioned why the Company had waited so long to invest in technology to collect better customer data and drive better customer retention.  Their answer was that (i) the technology was not previously available and (ii) they did not have the right internal personnel with experience to oversee these initiatives.  These responses are hard to fathom:  

·   First, retail concepts have been collecting data and using it to drive customer retention for years, and;

·   Second, if they did not have the right personnel with relevant technology experience, why did they not immediately make a personnel change?  

Instead, the Company chose to hire high-priced industry consultants and recently announced it would write-off $20 million of investment in technology that is no longer relevant.

It is one thing for the Company to state that revenue growth and improvements in same-store-sales comparables are crucial.  We agree.  It is another to actually demonstrate the ability to achieve these results.  Just look at the Company's track record of same-store-sales comparables.

As shown below, over the past six years, Regis has been unable to drive any real improvement in same-store-sales comparables.

Regis Same Store Sales
Fiscal Years Ending June 30,	2006			2007			2008			2009			2010			2011
Same Store Sales Growth		0.4	%		0.2	%		1.5	%		(3.1	%)		(3.2	%)		(1.7	%)

Ask yourself the following:

·   Do you trust that just because management highlights the need for revenue growth and improvements in same-store-sales comparables that it will all of a sudden happen?  What about their track record?

·   Why has the Company waited this long to address these long-term underperforming sales trends?  

THE COMPANY'S RECENT GOVERNANCE CHANGES ARE A THINLY-VEILED ATTEMPT TO CREATE THE ILLUSION OF CHANGE

IN REALITY, THE CURRENT BOARD HAS OVERSEEN EXCESSIVE EXECUTIVE COMPENSATION, A LACK OF STOCK OWNERSHIP BY THE BOARD, AND A LONG LIST OF RELATED PARTY TRANSACTIONS

Mr. Finkelstein will receive a minimum of $800,000 per year for the rest of his life.  Mr. Finkelstein's wife will receive a minimum of $400,000 per year after his death for the rest of her life.

It should be clear to all shareholders that this Board has compromised the alignment of incentives between management compensation and Company performance given excessive pay packages that have been awarded despite significant declines in shareholder value. Paul Finkelstein collected nearly $15 million in compensation from 2008 through 2010, despite a share price decline of over 35% during that same time frame.  Not only has this Board overpaid Mr. Finkelstein while shareholder value has been destroyed, but, according to the Company's proxy, the present value of Mr. Finkelstein's retirement benefits is more than $12.9 million, which is based upon a lump sum cash payment of an amount equal to the present value of a hypothetical annuity payable for life starting on the first day of the month following Mr. Finkelstein's retirement as CEO in February 2012.  Ask yourself the following:

·   Who is responsible for these egregious compensation benefits?

·   How do these post retirement benefits possibly benefit shareholders of Regis?

Three out of the last four years, the Company has received a D grade from Glass Lewis & Co., a leading proxy advisory service ("Glass Lewis"), for its executive compensation.  As a result, Glass Lewis recommended that shareholders withhold votes for the chairman of the compensation committee of the Board at the 2010 annual meeting of shareholders.  ISS Proxy Advisory Services, another leading proxy advisory service ("ISS"), also noted the Company's poor total shareholder return and the CEO's above average pay, and the unnecessary tax gross-ups paid by the Company on benefits for executives.  ISS recommended shareholders withhold their votes for the members of the compensation committee of the Board at the 2009 annual meeting of shareholders. The chairperson of the compensation committee remains the same despite terrible performance and poor grades from the leading proxy advisory firms.

Clearly, based on the above, we are not alone in our view that Regis' compensation practices are not effectively tied to Company performance, provide unjust enrichment to long-time senior executives, and do not align management's interests with shareholders.

The Board's interests are also not directly aligned with shareholders.  Despite the Board's greater than fourteen-year average tenure, and Chairman and CEO Finkelstein's own 23-year Board tenure, as of August 30, 2011 the Board beneficially owned an aggregate of just 384,263 shares, or just 0.67% of the outstanding Shares.  Further, the Board has allowed a long list of related party transactions between board members, family members of board members, and former executives of the Company, including related party transactions with the sons of the current CEO.  There is no place for this type of activity in a well-governed public Company.  

THE STARBOARD NOMINEES HAVE THE EXPERIENCE AND COMMITMENT REQUIRED TO OVERSEE A TURNAROUND AT REGIS

The three Starboard nominees -- James P. Fogarty, Jeffrey C. Smith and David P. Williams -- are each uniquely qualified to help develop and execute a successful turnaround of Regis.  Two of our nominees are entirely unaffiliated and completely independent of Starboard and have extensive operational experience in consumer and retail related businesses, and all three have successfully navigated turnarounds of companies throughout their careers.  Our third nominee, Mr. Smith, has a long track record of helping to create shareholder value at public companies and is a direct representative of one of the Company's largest shareholders.  Mr. Smith represents direct shareholder ownership that is over 7.5x greater than the collective current ownership of the entire Board.  All three of the nominees approach the situation with an open mind, a fresh perspective, and a commitment to working for the best interests of all shareholders.

James P. Fogarty is the former President and Chief Executive Officer of Charming Shoppes, Inc., a multi-brand, specialty apparel retailer.  Previously, Mr. Fogarty was a Managing Director of Alvarez & Marsal ("A&M"), an independent global professional services firm.  During his tenure at A&M, Mr. Fogarty most recently served as President and Chief Operating Officer of Lehman Brothers Holdings (subsequent to its Chapter 11 bankruptcy filing).  Mr. Fogarty is also the former President and Chief Executive Officer of American Italian Pasta Company, the largest producer of dry pasta in North America, the former Chief Financial Officer of Levi Strauss & Co., and the former Chief Financial Officer of The Warnaco Group.  We believe that the Board would benefit from Mr. Fogarty's operational and turnaround experience, including as a President, CEO, COO, CFO, and director of public and private companies, particularly in exploring the strategic alternatives discussed above.

Jeffrey C. Smith is a Managing Member, Chief Executive Officer and Chief Investment Officer of Starboard Value LP.  As Chief Investment Officer of Starboard Value, he has significant experience evaluating companies from a financial, operational, and strategic perspective to identify inefficiencies and the resulting opportunities for value creation. Mr. Smith also has extensive public board experience and currently serves on the Board of Directors of Surmodics, Inc., a leading provider of drug delivery and surface modification technologies to the healthcare industry.  Additionally, Mr. Smith's experience in a variety of industries together with his management experience in a variety of roles enable Mr. Smith to provide the Company with valuable financial and executive insights.  We believe that the Board will benefit greatly by having a representative of a significant shareholder serve on the Board.

David P. Williams is an Executive Vice President and the Chief Financial Officer of Chemed Company, a provider, through its subsidiaries, of hospice care, and repair and maintenance services.  Chemed is a public company with a $1.2 billion market capitalization and over $1.3 billion in annual sales.  Roto-Rooter is a subsidiary of Chemed that has a business model very similar to Regis.  Both companies operate a distributed network of locations that provide retail services.  In addition, both companies operate in markets that are dominated by "mom-and-pop" competitors.  Mr. Williams' depth of experience in various senior executive roles of public and private companies and his significant accounting and financial expertise will enable him to assist in the effective oversight of the Company and will be of great value to the Board.

STARBOARD HAS ACTED IN GOOD FAITH TO TRY TO ACHIEVE A MUTUALLY AGREEABLE SETTLEMENT WITH REGIS

Contrary to what Regis would like shareholders to believe, Starboard has attempted to work cooperatively with the Company to come to a mutually agreeable settlement in order to avoid a proxy contest.  Unfortunately, to date, the Company has been unwilling to consider any settlement that would result in more than one of the Starboard nominees being added to the Board.  The Company has also been unwilling to commit publicly to what we believe should be readily attainable cost cutting goals and margin targets.

We are asking for your support to help us make positive changes for the benefit of all Regis shareholders.  Look at what we have accomplished already – the Company is finally beginning to announce steps for the benefit of shareholders.  Not because they want to, but because shareholders are demanding it.  

HELP US ENSURE THE BOARD REMAINS ACCOUNTABLE ONCE THE PRESSURE OF THIS PROXY CONTEST IS OFF

DO NOT ALLOW THE BOARD TO HIDE FROM ITS PAST BAD DECISIONS

THE BEST WAY TO ENSURE THAT REGIS IS RUN WITH THE BEST INTEREST OF ALL SHAREHOLDERS AS THE TOP PRIORITY IS TO ELECT NEW, TRULY INDEPENDENT DIRECTORS WHOSE INTERESTS ARE DIRECTLY ALIGNED WITH YOURS

VOTE FOR CHANGE AT REGIS -- PLEASE SIGN, DATE AND MAIL THE ENCLOSED WHITE PROXY CARD TODAY

We look forward to your support at the 2011 Annual Meeting.

Best Regards,

Jeffrey C. Smith

Starboard Value LP