July 23, 2019

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

       Re: Lulu's Fashion Lounge Holdings, Inc.
           Draft Registration Statement on Form S-1
           Filed June 24, 2019
           CIK No. 0001780201

Dear Ms. Landsem:

       We have reviewed your draft registration statement 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1

Basis of Presentation, page ii

1.     We note your key performance indicators titled "Active Customers" and
"Total Orders
       Placed" reflect orders that are placed by your customers without
considering any
       subsequent order cancellations or returns. Please tell us how you
determined it is
       meaningful to present these metrics without considering cancellations or
returns. As part
       of your response, please tell us whether the percentage of orders that
are cancelled or
       returned is material or has fluctuated significantly from 2017 to 2018
or from 2018 to
       2019. If the percentage of orders that are cancelled or returned is
material or has
       fluctuated significantly over time, it appears that additional
disclosure would be necessary
       where these metrics are quantified in your filing to explain the
relationship between these
 Crystal Landsem
FirstName LastNameCrystal Landsem
Lulu's Fashion Lounge Holdings, Inc.
Comapany NameLulu's Fashion Lounge Holdings, Inc.
July 23, 2019
July 23, 2019 Page 2
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FirstName LastName
         operating metrics and your financial results.

         Similarly we note your key performance indicators titled "Average
Order Value" and
         "Average Unit Retail" reflect your sales before returns. Please tell
us how you determined
         it is meaningful to present these metrics without considering returns.
If not addressed in
         your response to the first part of our comment, please tell us whether
the percentage of
         orders that are returned is material or has fluctuated significantly
from 2017 to 2018 or
         from 2018 to 2019. If the percentage of orders that are returned is
material or has
         fluctuated significantly over time, it appears that additional
disclosure would be necessary
         where these metrics are quantified in your filing to explain the
relationship between these
         operating metrics and your financial results.
2.       Please refer to your definition of Average Order Value and Average
Unit Retail. Please
         revise these definitions to better clarify whether and how the
numerator that is used in
         these metrics differs. If these metrics are calculated using different
numerators, please
         revise your disclosures in an appropriate location in your filing to
better explain why the
         use of each numerator is appropriate for that particular metric and
the relationship
         between the operating metric and your financial results.
Prospectus Summary
Our Growth Strategies
Enhance and Retain Existing Customer Relationships, page 6

3.       We note that you disclose on page 19 that that a "high proportion of
[y]our net sales
         comes from repeat purchases by existing customers" and on page 6 that
repeat order rates
         and frequency of purchase are key customer metrics that drive your
business. Please
         elaborate on your repeat purchases by existing customers by clarifying
what proportion of
         your net sales comes from repeat purchases by existing customers.
Also, please define
         and discuss repeat order rates and frequency of purchase, and explain
how these customer
         metrics drive your business.
Summary Historical Consolidated Financial Data
Consolidated Balance Sheet Data, page 13

4.       Please refer to the amount disclosed for "Long-term debt, net of
current portion" in the
         "Actual" column. You appear to disclose the amount for 2017 rather
than 2018. Please
         revise.
Risk Factors
Risks Related to Our Business and Industry
Our efforts to acquire or retain customers may not be successful, which could
prevent us from
maintaining or increasing our sales., page 18

5.       We note you disclose that "[y]our success depends on [y]our ability to
acquire customers
 Crystal Landsem
FirstName LastNameCrystal Landsem
Lulu's Fashion Lounge Holdings, Inc.
Comapany NameLulu's Fashion Lounge Holdings, Inc.
July 23, 2019
July 23, 2019 Page 3
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FirstName LastName
         in a cost effective manner." Please clarify what you consider to be a
"cost effective
         manner" in the context of your ability to acquire customers, and
provide a discussion and
         analysis of any related trends including the impact on your strategy
and financial results.
System security risk issues . . ., page 27

6.       We note you experienced a cybersecurity incident in August 2016 in
which an
         unauthorized actor interfered with one of your payment processing
systems. In order to
         place your discussion of cybersecurity risks in the appropriate
context, please briefly
         describe the consequences and impact of the incident on your business.
Use of Proceeds, page 56

7.       We note your statement that you "cannot predict with certainty all of
the particular uses
         for the proceeds of this offering" and that "management will have
significant flexibility in
         applying the net proceeds from this offering." You may reserve the
right to change the
         use of proceeds provided that such reservation is due to certain
contingencies that are
         discussed specifically and the alternatives to the use in that event
are indicated. Refer
         to Instruction 7 to Item 504 of Regulation S-K. Please revise your
disclosure accordingly.
Capitalization, page 58

8.       We note on a pro forma as adjusted basis you plan to give effect to
the acceleration of
         vesting on certain time-based vesting options and certain
performance-based awards.
         Please explain whether these options and awards are the same as Class
P units you
         reference in Note 10, on page F-19. If not, please explain where the
accounting for
         these options and awards you reference are discussed in the notes to
the financial
         statements, and tell us why your pro forma capitalization does not
give effect to the Class
         P units that will, in connection with this offering, have accelerated
vesting. Refer to your
         disclosure on pages 11, 102 and 107.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 65

9.       Please elaborate on and clarify what you mean by your disclosure that
"[your] marketing
         approach results in attractive customer acquisition, strong retention,
and compelling
         lifetime value characteristics."
Factors Affecting Our Performance
Customer Acquisition and Retention, page 68

10.      We note your risk factor on page 18 regarding the acquisition and
retention of customers.
          We also note on page 68 that you state "[t]o grow our business, we
must continue to
         acquire and retain customers." With respect to new customer
acquisition and customer
         retention, please describe any known trends or uncertainties that have
had or that you
 Crystal Landsem
FirstName LastNameCrystal Landsem
Lulu's Fashion Lounge Holdings, Inc.
Comapany NameLulu's Fashion Lounge Holdings, Inc.
July 23, 2019
July 23, 2019 Page 4
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FirstName LastName
         reasonably expect will have a material favorable or unfavorable impact
on net sales or
         revenues or income from continuing operations. Refer to Item
303(a)(3)(ii) of Regulation
         S-K.
Results of Operations, page 71

11.      Please refer to your analysis of the provision for income taxes at the
top of page 73.
         Please revise your disclosure to better explain why your effective tax
rate increased so
         significantly from 2017 to 2018. In doing so, please briefly disclose
why you experienced
         an increase in uncertain tax position, an increase in the
nondeductible portion of equity
         based compensation expense, and an increase in transaction fees so
that investors can
         better assess the likelihood of these events recurring. We remind you
that one of the
         primary objectives of MD&A is to provide information about the quality
of, and potential
         variability of, a company's earnings and cash flow, so that investors
can ascertain the
         likelihood that past performance is indicative of future performance.
Liquidity and Capital Resources
General, page 73

12.      We note your disclosures in the second paragraph. We also note that
the amount of cash
         generated from your operating activities in each of the last two years
was approximately
         half of your annual contractual obligations to repay your long-term
debt principal and
         interest. Once you update your financial statements to an interim
period to provide more
         current information on your indebtedness and you are able to estimate
the amount of
         proceeds raised in this offering that will be used to repay debt,
please revise your liquidity
         disclosures to more transparently explain to your investors how the
anticipated debt
         repayment following this offering will impact your annual contractual
principal and
         interest obligations as disclosed in your contractual obligations
table on page 75 and in
         Note 7 to your financial statements. If your expected annual
contractual principal and
         interest obligations following your debt repayment continue to exceed
your historical
         levels of cash generated from operating activities, please revise your
liquidity disclosures
         to better explain the basis for your assertion that your current
sources of liquidity and
         capital will be sufficient to finance your operations for the next 12
months.
Business
Overview, page 78

13.      We note you disclose your Average Unit Retail (AUR) was $49 in 2018.
Please provide
         your AUR for 2017 to provide context for the metric.
Description of Capital Stock, page 119

14.      We note the disclosure in this section that the exclusive forum
provision in the charter to
         be effective upon completion of this offering "will not apply to any
causes of action
         arising under the Securities Act or the Exchange Act." We also note
your disclosure on
 Crystal Landsem
FirstName LastNameCrystal Landsem
Lulu's Fashion Lounge Holdings, Inc.
Comapany NameLulu's Fashion Lounge Holdings, Inc.
July 23, 2019
July 23, 2019 Page 5
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FirstName LastName
         page 48 that your charter will "provide that the federal district
courts of the United States
         will be the exclusive forum for resolving any complain asserting a
cause of action arising
         under" the Securities Act or Exchange Act. The disclosure in these
sections appears to be
         inconsistent; please revise accordingly. In addition, if you intend to
limit causes of
         action arising under the Securities Act to federal district courts,
please state that there
         is uncertainty as to whether a court would enforce such provision.
Underwriting, page 129

15.      We note your disclosure on page 49 that "[t]he initial public offering
price for the shares
         of our common stock will be determined by negotiations between us and
the
         representatives of the underwriters." Please describe the various
factors to be considered
         in determining such offering price. Refer to Item 505 of Regulation
S-K.
Financial Statements for the Year Ended December 31, 2018
Note 2. Significant Accounting Policies
Goodwill and Intangible Assets, page F-10

16.      In light of the significance of your goodwill please expand your
disclosures to explain
         how it originated.
Note 13. Net Income Per Share and Pro Forma Net Income Per Share Attributable
to Common
Stockholders
Net income Per Share Attributable to Common Stockholder, page F-24

17.      We note your convertible preferred stock participates in dividends
along with your
         common stock and is convertible into shares of common stock. Please
help us better
         understand your consideration of the convertible preferred stock in
calculating your net
         income per share for the period ended December 30, 2018. Please expand
your disclosure
         to clarify your consideration of both the two-class method and the
if-converted method.
         Please tell us why your calculation of diluted EPS as seen in Note 13
appears to exclude
         convertible preferred stock from the denominator. Please confirm
diluted EPS is based on
         the more dilutive of the two-class method or the if-converted method.
If your per share
         figures were not computed using these methods, please explain.
Reference is made to
         ASC 260-10-45-40 and 45-59A.
18.      Please tell us what is represented by the line item entitled "Less:
undistributed earnings to
         participating securities." In doing so, explain to us whether the
dividends on your
         preferred stock are cumulative or non-cumulative. Reference is made to
ASC 260-10-45-
         11. Also, please revise your disclosure on page F-18 to include all
the pertinent terms of
         your convertible preferred stock as necessary. Reference is made to
Regulation S-X 5-
         02(27).
 Crystal Landsem
Lulu's Fashion Lounge Holdings, Inc.
July 23, 2019
Page 6
General

19.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications. Similarly, please
supplementally provide us
         with any research reports about you that are published or distributed
in reliance upon
         Section 2(a)(3) of the Securities Act of 1933 added by Section 105(a)
of the Jumpstart Our
         Business Startups Act by any broker or dealer that is participating or
will participate in
         your offering.
       You may contact Scott Stringer, Staff Accountant, at 202-551-3272 or
Jennifer
Thompson, Accounting Branch Chief, at 202-551-3737 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Jacqueline Kaufman,
Staff Attorney, at 202-551-3797 or Lilyanna Peyser, Special Counsel, at
202-551-3222 with any
other questions.



FirstName LastNameCrystal Landsem                              Sincerely,
Comapany NameLulu's Fashion Lounge Holdings, Inc.
                                                               Division of
Corporation Finance
July 23, 2019 Page 6                                           Office of
Consumer Products
FirstName LastName