TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo June 1, 2021 Clint Pete Chief Financial Officer Charles & Colvard Ltd 170 Southport Drive Morrisville, NC 27560 Re: Charles & Colvard Ltd Registration Statement on Form S-3 Filed May 26, 2021 File No. 333-256495 Dear Mr. Pete: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Effie Simpson at (202) 551-3346 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Margaret Rosenfeld