April 24, 2019

Eric 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 March 26, 2019
           CIK No. 0001771515

Dear Mr. Lindberg:

       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
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

DRS Form S-1 Submitted March 26, 2019

Prospectus Summary
Our Company, page 1

1.     In this discussion and/or in other areas of your prospectus you use
industry jargon such as
       "high net promoter score," "shrink," "four walls EBITDA," and "SKU."
These are
       examples and not an exhaustive list of the use of jargon in your
disclosures. Please revise
       your disclosures to provide context for these terms so a reader not
familiar with your
       industry can understand your use of these terms.
 Eric Lindberg, Jr.
FirstName LastNameEric Lindberg, Jr.
Grocery Outlet Holding Corp.
Comapany NameGrocery Outlet Holding Corp.
April 24, 2019
April 2 2019 Page 2
Page 24,
FirstName LastName
Our Competitive Strengths, page 3

2.       Reference is made to your disclosure in the second full paragraph on
page 4 that $32
         million of incremental adjusted EBITDA would have been generated in
2018 assuming
         that each of your 84 open but not mature stores were able to attain
the average year-four
         financial performance. Please disclose the most directly comparable
financial measure
         calculated in accordance with GAAP and a reconciliation to this GAAP
measure. Refer to
         Item 10(e)(1)(i)(A)-(B) of Regulation S-K.
Our Sponsor, page 7

3.       Please revise your prospectus summary to quantify and describe any
         compensation or equity that your Sponsor, directors or executive
officers received or will
         receive in connection with this offering.
Use of Proceeds, page 47

4.       We note you intend to use some of the proceeds from the offering for
the retirement of
         debt. As you entered into the First Lien Credit Agreement and Second
Lien Credit
         Agreement within the past year, please describe the use of the
proceeds of the debt. See
         Instruction 4 to Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Selling, General and Administrative Expenses, page 67

5.       We note independent operator commissions comprise over 50% of SG&A
         Please discuss the reasons for the year-to-year fluctuations in
independent operator
         commissions on an absolute and relative basis to SG&A expenses.
Critical Accounting Policies and Estimates, page 78

6.       Reference is made to you discussion of stock-based compensation on
page 79. We note
         that you determined your common stock value by considering, among
other factors,
         operating and financial performance. Please disclose the specific
valuation method(s)
         used and the nature of the material assumptions involved. For example
if the income
         method is used, please disclose that the income method involves
estimating future cash
         flows and discounting those cash flows at an appropriate rate. Please
also disclose the
         extent to which the estimates are considered highly complex and
7.       Reference is made to your discussion of stock-based compensation on
page 79. Once you
         have an estimated offering price or range, please explain to us how
you determined the
         fair value of the common stock underlying your equity issuances and
the reasons for any
         differences between recent valuations of your common stock leading up
to the IPO and
         the estimated offering price. Please be detailed in your step-by-step
explanation of the
         timeline leading up to the offering price.
 Eric Lindberg, Jr.
FirstName LastNameEric Lindberg, Jr.
Grocery Outlet Holding Corp.
Comapany NameGrocery Outlet Holding Corp.
April 24, 2019
April 3 2019 Page 3
Page 24,
FirstName LastName
Executive Compensation
2018 Annual Incentive Plan, page 108

8.       Please revise to disclose the goals and actual performance achieved
for each performance
         measure under the 2018 annual incentive plan. Refer to Item 402(b) of
Regulation S-K.
Principal Stockholders, page 126

9.       Please revise your disclosure to identify the natural person or
persons who have or share
         voting and investment control of the shares held by H&F Globe Investor
L.P. Refer to
         Item 403 of Regulation S-K.
Description of Capital Stock
Exclusive Forum, page 134

10.      We note that your forum selection provision identifies the Court of
Chancery of the State
         of Delaware as the exclusive forum for certain litigation, including
any "derivative
         action." Please disclose whether your exclusive forum provision
applies to actions arising
         under the Securities Act or Exchange Act. In this regard, we note that
Section 27 of the
         Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any
         duty or liability created by the Exchange Act or the rules and
regulations thereunder, and
         that Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
         courts over all suits brought to enforce any duty or liability created
by the Securities Act
         or the rules and regulations thereunder. If the provision applies to
Securities Act claims,
         please also state that stockholders will not be deemed to have waived
the company's
         compliance with the federal securities laws and the rules and
regulations thereunder.
Consolidated Statements of Income and Comprehensive Income, page F-5

11.      We note you used proceeds from the October 22, 2018 term loan under
your First Lien
         Credit Agreement to pay an aggregate cash dividend of $152.2 million.
Further, we note
         that you intend to repay debt with offering proceeds. Because the
fiscal 2018 dividends
         you paid exceeded fiscal 2018 earnings, please tell us your
consideration of including pro
         forma per share data giving effect to the number of common shares
whose proceeds would
         be necessary to pay the distribution in excess of the current year s
earnings and assuming
         the aforementioned proceeds from the term loan were not received. To
the extent you
         include such pro forma per share data in response to this comment,
please include your
         calculation as a footnote. Refer to SAB Topic 1:B.3.
1. Organization and Summary of Significant Accounting Policies, page F-9

12.      You indicate that independent-operated stores are variable interest
entities in which the
         Company has variable interests. You also indicate that the independent
operator has the
         power to direct the activities that most significantly impact the
independent operator's
         economic performance and the mutual termination rights do not give the
Company power
 Eric Lindberg, Jr.
Grocery Outlet Holding Corp.
April 24, 2019
Page 4
         over the independent operator. Please describe to us in detail the
accounting impact to the
         financial statements in the event the Company was judged to be the
primary beneficiary.
2. Independent Operator Notes and Receivables, page F-17

13.      We note that the allowances and accruals for estimated losses of
amounts loaned to
         independent operators are a relatively high percentage of total
amounts due from such
         operators. Please disclose separately the current portion of
interest-bearing notes and
         accounts receivable in this note. Further, please also explain in
detail the reason(s) for the
         percentage of allowance and accruals on independent operator
receivables and notes,
         respectively, giving consideration to the allowance on the current
portion of each. You
         should also summarize the reasons for absolute amounts and the
year-to-year change in
         your discussion of liquidity. We may have further comment.
5. Long-Term Debt, page F-20

14.      We note your disclosure that the First Lien Credit Agreement and
Second Lien Credit
         Agreement contain covenants limiting Holdings and the ability of its
         subsidiaries to pay dividends. Further, we note that you present your
parent only
         condensed financial information in Schedule I. Please tell us: (i) the
amount of restricted
         net assets of unconsolidated and consolidated subsidiaries as of the
most recent balance
         sheet date including how you computed the amount and (ii) your
consideration of
         providing the disclosures required by Rule 4-08(e)(3)(ii) of
Regulation S-X.
        You may contact Adam Phippen, Staff Accountant, at 202-551-3336 or Jim
Senior Assistant Chief Accountant, at 202-551-3849 if you have questions
regarding comments
on the financial statements and related matters. Please contact Scott Anderegg,
Staff Attorney, at
202-551-3342 or Lilyanna Peyser, Special Counsel, at 202-551-3222 with any
other questions.

FirstName LastNameEric Lindberg, Jr.                            Sincerely,
Comapany NameGrocery Outlet Holding Corp.
                                                                Division of
Corporation Finance
April 24, 2019 Page 4                                           Office of
Consumer Products
FirstName LastName