May 14, 2019

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

       Re: Grocery Outlet Holding Corp.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted May 2, 2019
           CIK No. 0001771515

Dear Mr. Lindberg:

      We have reviewed your amended draft offering 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 providing the requested information
and either submitting
an amended draft offering statement or publicly filing your offering 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
any amendment
to your draft offering statement or filed offering statement and the
information you provide in
response to these comments, we may have additional comments.

Amendment No. 1 to Form S-1 Submitted May 2, 2019

Our Competitive Strengths, page 3

1.     We reviewed your response to comment 2. It appears your disclosure of
       adjusted EBITDA represents a forward-looking non-GAAP measure. If you do
not agree,
       please explain in more detail. Please note that Item 10(e)(i)(B)
requires a schedule or
       other presentation detailing the differences between forward-looking
non-GAAP financial
       measures and the appropriate forward-looking GAAP financial measures. If
the GAAP
       financial measure is not accessible on a forward-looking basis, that
fact and reconciling
       information that is unavailable without an unreasonable effort should be
disclosed. The
       probable significance of information that is unavailable should also be
disclosed. Please
       tell us your consideration of providing the required disclosures.
 Eric Lindberg, Jr.
FirstName LastNameEric Lindberg, Jr.
Grocery Outlet Holding Corp.
Comapany NameGrocery Outlet Holding Corp.
May 14, 2019
May 14, 2019 Page 2
Page 2
FirstName LastName
Executive Compensation
2018 Annual Incentive Plan , page 108

2.       We note your response to comment 8 and your revised disclosure. We
also note that a
         portion of the payments under the plan are based on an executive's
performance in his
         "executives area of functional responsibility." Please expand your
disclosure to provide
         additional detail concerning these performance measures. If these are
         performance measures, please describe the relevant goals, and if they
are subjective
         measures, please describe them and state that they are subjective.
Exclusive Forum , page 134

3.       We note your response to comment 10 and your revised disclosure. We
note that your
         forum selection provision identifies the Court of Chancery of the
State of Delaware (or, if
         the Court of Chancery does not have jurisdiction, the federal district
court for the District
         of Delaware) as the exclusive forum for certain litigation, including
any derivative action.
         Please revise to state whether your exclusive forum provision applies
to actions arising
         under the Securities Act or Exchange Act. 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
Consolidated Financial Statements
2. Independent Operator Notes and Receivables, page F-17

4.       As previously requested, please explain the reason(s) behind the
percentage of allowance
         and accruals on independent operator receivables and notes on the
current and long-term
         portions, respectively. Please tell us whether the allowance covers
independent operators
         that are still in operation or whether the allowance is intended to
provide for operations
         that have been discontinued. Please also help us understand why
write-offs consistently
         lag the previous provision(s). We finally note that you have presented
the activity in the
         allowance on page F-18 and that the provision has decreased in each of
the last 2 years.
         Given the importance of the ability to collect independent operator
receivables and notes,
         please provide an analysis in management's discussion of the reasons
behind the
         decreasing trend. Given the allowance as a percentage of receivables
and notes have
         decreased in the most recent fiscal year end, please show us how the
allowance is an
         appropriate quantitative reflection of losses inherent in the
portfolio as of the balance
         sheet dates. We may have further comment.
 Eric Lindberg, Jr.
Grocery Outlet Holding Corp.
May 14, 2019
Page 3
11. Earnings Per Share Attributable to Common Stockholders, page F-30

5.       We reviewed your response and revisions in response to comment 11.
Given you incurred
         an explicit cost for part of the year to finance the dividend, please
tell us your
         consideration of adjusting the numerator to assume no interest was
paid on the term loan
         since your calculation assumes shares were issued at the beginning of
the period.
        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
May 14, 2019 Page 3                                         Office of Consumer
FirstName LastName