April 16, 2020

Eric J. Lindberg, Jr.
Chief Executive Officer
Grocery Outlet Holding Corp.
5650 Hollis Street
Emeryville, California 94608

       Re: Grocery Outlet Holding Corp.
           Draft Registration Statement on Form S-1
           Submitted April 14, 2020
           CIK No. 0001771515

Dear Mr. Lindberg, Jr.:

       This is to advise you that we do not intend to review your registration

        We request that you publicly file your registration statement no later
than 48 hours prior
to the requested effective date and time. 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 Scott Anderegg at 202-551-3342 with any questions.


                                                             Division of
Corporation Finance
                                                             Office of Trade &