United States securities and exchange commission logo

                             September 21, 2021

       Alex K. Grab
       General Counsel
       Brilliant Earth Group, Inc.
       300 Grant Avenue, Third Floor
       San Francisco, CA 94108

                                                        Re: Brilliant Earth
Group, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed September 14,
                                                            File No. 333-259164

       Dear Mr. Grab:

             We have reviewed your amended registration statement and have the
       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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 1 to Registration Statement on Form S-1 filed September
14, 2021

       Forum Selection, page 191

   1.                                                   Your disclosure here
and on pages 75-76 indicate that the forum selection provision does
                                                        not apply to claims
arising under the Exchange Act. However, Exhibit 3.2 contains no
                                                        such limitation. Please
revise Exhibit 3.2 so that it is consistent with your disclosure.
              You may contact Effie Simpson at (202) 551-3346 or Martin James
at (202) 551-3671 if
       you have questions regarding comments on the financial statements and
related matters. Please
       contact Geoff Kruczek at (202) 551-3641 or Jay Ingram at (202) 551-3397
with any other
 Alex K. Grab
Brilliant Earth Group, Inc.
September 21, 2021
Page 2
FirstName LastNameAlex K. Grab
                                           Division of Corporation Finance
Comapany NameBrilliant Earth Group, Inc.
                                           Office of Manufacturing
September 21, 2021 Page 2
cc:       Tad J. Freese
FirstName LastName