United States securities and exchange commission logo





                              December 13, 2023

       John Enwright
       Chief Financial Officer
       Vera Bradley, Inc.
       12420 Stonebridge Road
       Roanoke, Indiana 46783

                                                        Re: Vera Bradley, Inc.
                                                            Form 10-K for
Fiscal Year Ended December 31, 2022
                                                            Form 8-K filed
March 8, 2023
                                                            File No. 001-34918

       Dear John Enwright:

              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 8-K Filed March 8, 2023

       Forward Outlook

   1.                                                   Your disclosure
indicates that all forward looking guidance numbers, excluding net
                                                        income, are non-GAAP
measures. Please revise future filings to provide the disclosures
                                                        required by Item
10(e)(1)(i)(B) of Regulation S-K or revise your disclosures to state that a
                                                        reconciliation cannot
be provided without unreasonable effort, if appropriate.
       Fourth Quarter and Fiscal Year Comments

   2.                                                   In the first paragraph
you reference fourth quarter non-GAAP diluted EPS without first
                                                        referencing the
directly comparable GAAP measure. In future filings, please revise your
                                                        disclosures to ensure
you are not placing greater prominence on non-GAAP financial
                                                        measures. Please refer
to Item 10(e)(1)(i)(A) of Regulation S-K.
 John Enwright
FirstName LastNameJohn   Enwright
Vera Bradley, Inc.
Comapany13,
December  NameVera
              2023 Bradley, Inc.
December
Page 2    13, 2023 Page 2
FirstName LastName
GAAP to Non-GAAP Reconciliation

3.       In future filings please revise the format of the non-GAAP
reconciliations to eliminate the
         non-GAAP income statement currently presented. Refer to the guidance
in Question
         102.10 of the Division's Compliance & Disclosure Interpretations on
Non-GAAP
         Financial Measures.
4.       We refer to the adjustments related to inventory costs, consulting
fees, professional fees
         and CEO severance, retention and relocation costs. Please describe to
us the specific
         nature of the costs reflected in each of these adjustments and explain
to us how you
         determined that these adjustments are appropriate based on the
guidance in Question
         100.01 of the Division's Compliance & Disclosure Interpretations on
Non-GAAP
         Financial Measures.
       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 Dale Welcome at 202-551-3865 or Mindy Hooker at
202-551-3732 with
any questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Manufacturing