United States securities and exchange commission logo September 19, 2022 Charles Bracher Chief Financial Officer Grocery Outlet Holding Corp. 5650 Hollis Street Emeryville, California 94608 Re: Grocery Outlet Holding Corp. Form 10-K for the Fiscal Year Ended January 1, 2022 Filed March 2, 2022 File No. 001-38950 Dear Mr. Bracher: We have completed our review of your filing. 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. Sincerely, Division of Corporation Finance Office of Trade & Services