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                              January 26, 2024

       Michael Hand
       Interim Chief Financial Officer
       Vince Holding Corp.
       500 5th Avenue     20th Floor
       New York , New York 10110

                                                        Re: Vince Holding Corp.
                                                            Form 10-K for
Fiscal Year Ended January 28, 2023
                                                            Filed April 28,
2023
                                                            Form 10-Q for
Quarterly Period Ended October 28, 2023
                                                            Filed December 7,
2023
                                                            File No. 001-36212

       Dear Michael Hand:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this letter, we may have additional comments.

       Form 10-Q for the Quarterly Period Ended October 28, 2023

       Condensed Consolidated Statements of Cash Flows, page 8

   1.                                                   Please tell us if any
capitalized PIK interest is included in any repayment of borrowings
                                                        reported in the
financing section of this statement for either the nine months
                                                        ended October 28, 2023
or fiscal year ended January 28, 2023.
       Notes to the Unaudited Condensed Consolidated Financial Statements
       Note 1. Description of Business and Basis of Presentation
       F. Recent Transactions
       Sale of Vince Intellectual Property, page 10

   2.                                                   You sold the
intellectual property of Vince, LLC ("Licensed Property") with carrying
                                                        value of $69,957 for
aggregate consideration of $102,000 and recognized a gain of
 Michael Hand
Vince Holding Corp.
January 26, 2024
Page 2
         $32,043 in the current period ended. We note simultaneous with this
transaction you
         entered into a license agreement for the Licensed Property for an
initial period of ten
         years. With regard to these transactions, please tell us:
             The business purpose of these transactions.
             If any of the parties to the transactions are
associated/affiliated with you in any way.
             How you determined recognition of the total gain in the current
period. Include
             citation of applicable guidance in your response.
             What consideration was given to treating these transactions akin
to a sale/leaseback
             in which the gain would be recognized over the term of the license
agreement. Refer
             to the guidance in ASC 842-40.

       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309
with any
questions.



FirstName LastNameMichael Hand                                Sincerely,
Comapany NameVince Holding Corp.
                                                              Division of
Corporation Finance
January 26, 2024 Page 2                                       Office of Trade &
Services
FirstName LastName