February 7, 2020

Crystal Landsem
Chief Financial Officer
Lulu's Fashion Lounge Holdings, Inc.
195 Humboldt Avenue
Chico, CA 95928

       Re: Lulu's Fashion Lounge Holdings, Inc.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Response filed January 9, 2020
           CIK No. 0001780201

Dear Ms. Landsem:

      We have reviewed your response dated January 9, 2020 and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our December 19,
2019 letter.

Draft Registration Statement on Form S-1

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Factor's Affecting Our Performance
Customer Acquisition and Retention, page 67

1.     We note your response to comment 1 regarding your cohort metric
Cumulative Gross
       Sales and have the following comments:

           Your response and disclosures indicate your management uses this
metric to track
           your customers' loyalty and the share of their wallet that you
obtain. Please revise
           your disclosures regarding how management uses this metric and how
it provides
           useful information to your investors to better explain why you use a
metric that does
 Crystal Landsem
FirstName LastNameCrystal Landsem
Lulu's Fashion Lounge Holdings, Inc.
Comapany NameLulu's Fashion Lounge Holdings, Inc.
February 7, 2020
February 7, 2020 Page 2
Page 2
FirstName LastName
              not consider any returns and cancellations to achieve these
objectives. Based on
              information previously provided to us, we assume this metric
functions to provide
              you with information on attracting and retaining customers and
patterns in your
              customers' cumulative spend because your customer return and
cancellation rates do
              not fluctuate significantly from year to year and have been
consistent over your
              operating history; therefore, cumulative sales before returns and
cancellations would
              reflect the same trends as cumulative sales net of returns and
cancellations. Refer to
              SEC Release 33-10751.

              Your disclosure on page 68 indicates that cumulative gross sales
exclude wholesale
              revenue and outlet revenue. Please revise your disclosures
regarding how
              management uses this metric and how it provides useful
information to your investors
              to better explain why these revenue streams are excluded from
cohort cumulative
              gross sales. If true, you may wish to disclose that these revenue
streams are
              immaterial. Additionally, if these revenue streams are not
immaterial, please tell us
              why you do not appear to describe these revenue streams within
the description of
              your business or your financial statements.
2.       We note your response to comment 2 regarding your cohort metric cost
to acquire
         customers, or CAC. Please revise your disclosures regarding this
metric to better explain
         to your investors how your management uses this metric and how it
provides useful
         information to your investors. Refer to SEC Release No. 33-10751. In
doing so, please
         more clearly disclose why you believe it is appropriate to include
certain types of
         marketing costs and exclude others when determining the costs incurred
to acquire
         customers, and how this particular measure of marketing costs provides
desired
         information to your management. You may wish to disclose information
similar to that
         provided to us in your response.
3.       We note your response to comment 3 regarding your cohort metric
Cumulative Gross
         Sales Less CAC and have the following comments:

              Your disclosure on page 69 indicates you use this metric "as an
indicator of [y]our
              success in acquiring new customers." Please revise your
disclosure to elaborate on
              how this metric provides an indicator of your success in
acquiring new customers,
              including any material underlying assumptions you have made, and
how it provides
              useful information to your investors. Refer to SEC Release No.
33-10751.

              In order to more clearly convey the assumptions underlying this
metric and how it
              provides useful information to your investors, please revise your
disclosures
              concerning this metric to clearly indicate that this metric does
not include the variable
              costs of producing the cumulative gross sales reflected in this
metric, is not a
              financial measure of profitability, and is not intended to be
used as a proxy for
              profitability.
 Crystal Landsem
Lulu's Fashion Lounge Holdings, Inc.
February 7, 2020
Page 3

        You may contact Scott Stringer at 202-551-3272 or Jennifer Thompson at
202-551-3737
if you have questions regarding comments on the financial statements and
related
matters. Please contact Jacqueline Kaufman at 202-551-3797 or Lilyanna Peyser
at 202-551-
3222 with any other questions.



FirstName LastNameCrystal Landsem                        Sincerely,
Comapany NameLulu's Fashion Lounge Holdings, Inc.
                                                         Division of
Corporation Finance
February 7, 2020 Page 3                                  Office of Trade &
Services
FirstName LastName