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                              November 9, 2021

       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. 2 to
Registration Statement on Form S-1
                                                            Filed November 9,
2021
                                                            File No. 333-260194

       Dear Ms. Landsem:

              We have reviewed your amended registration statement and have the
following
       comment. In our comment, 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 comment applies 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 this comment, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
November 8, 2021 letter.

       Amendment No. 2 to Form S-1 filed November 9, 2021

       Capitalization, page 73

   1.                                                   Please revise your
Capitalization table for the effects of the triggered down round feature
                                                        noted on page 23. Refer
to ASC 260-10-55-97.
 Crystal Landsem
FirstName  LastNameCrystal  Landsem
Lulu's Fashion Lounge Holdings, Inc.
Comapany 9,
November   NameLulu's
              2021     Fashion Lounge Holdings, Inc.
November
Page 2     9, 2021 Page 2
FirstName LastName
       You may contact Scott Stringer at 202-551-3272 or Joel Parker at
202-551-3651 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.




                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Trade &
Services