November 21, 2019

Vivek Sankaran
Chief Executive Officer
Albertsons Companies, Inc.
250 Parkcenter Blvd.
Boise, ID 83706

       Re: Albertsons Companies, Inc.
           Draft Registration on Form S-1
           Submitted October 24, 2019
           CIK No. 0001646972

Dear Mr. Sankaran:

       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
better
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
comments.

DRS Form S-1 submitted October 24, 2019

Non-GAAP Financial Measures, page iv

1.     Your computation of "free cash flow" differs from the typical
calculation of this measure
       (cash flows from operating activities as presented in the statement of
cash flows under
       GAAP less capital expenditures). Refer to Question 102.07 of the staff's
Compliance
       & Discussion Interpretation on Non-GAAP Financial Measures for guidance.
Please
       revise the title of this non-GAAP measure so it is not confused with
free cash flow as
       typically calculated.

       The seventh bullet item on page v appears to imply your free cash flow
measure
       represents cash. However, since the measure is based on "adjusted
EBITDA" which
       includes net income determined on an accrual basis, this does not appear
to be true.
 Vivek Sankaran
FirstName LastNameVivek Sankaran
Albertsons Companies, Inc.
Comapany 21, 2019
November NameAlbertsons Companies, Inc.
Page 2
November 21, 2019 Page 2
FirstName LastName
         Please revise your filing as appropriate, or advise why your current
representation is
         appropriate.

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Comparison of 28 weeks ended September 7, 2019 to 28 weeks ended September 8,
2018
Selling and Administrative Expenses, page 53

2.       Please quantify each factor cited so that investors may understand the
magnitude and
         relative impact of each on your results. Refer to section 501.04 of
the staff's Codification
         of Financial Reporting Releases for guidance. Also, please consider
this in regard to the
         factors cited for changes in gross profit for the interim period
presented.
Gain on Property Dispositions and Impairment Losses, Net, page 53

3.       It appears your disclosure is solely in regard to how the latest
period was derived rather
         than a comparative analysis between the corresponding interim periods.
Please revise to
         include such comparison. Refer to instruction 3 of Item 303(b) of
Regulation S-K for
         guidance.
Business
Our Company, page 75

4.       To provide additional context for investors, please consider expanding
the graph titled
         "Net Debt" on page 76 to include prior comparable financial periods.
For example,
         consider including Net Debt for the end of fiscal 2018, as you do for
the "Net Income"
         and "Adjusted EBITDA" graphs.
Our Competitive Strengths, page 78

5.       We note your disclosure on page 81 that "[you] have seen strong growth
in [y]our just for
         U loyalty program...with a 24% increase in members during the second
quarter of fiscal
         2019 compared to the second quarter of fiscal 2018." In light of your
disclosure elsewhere
         in the filing that the just for U loyalty program was expanded
throughout the enterprise as
         part of your Safeway integration, which resulted in synergies that
exceeded your initial
         synergy target, please explain the degree to which past results are
indicative of future
         performance. In this regard, please disclose any known material
trends, favorable or
         unfavorable, that are reasonably likely to have a material impact on
your income, income
         or result in your liquidity decreasing or increasing in any material
way.
Our Strategy , page 82

6.       We note that you have identified Cost of Goods Not for Resale as an
area of potential cost
         savings. Please define this term and quantify, if material, to provide
additional context for
         investors.
 Vivek Sankaran
Albertsons Companies, Inc.
November 21, 2019
Page 3


Description of Capital Stock
Choice of Forum , page 134

7.       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 this 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
         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, and it is unclear what your
statement on page 38 that
         "provision does not preclude or contract the scope of exclusive
federal or concurrent
         jurisdiction for actions brought under the Exchange Act or the
Securities Act" is intended
         to mean. If the provision applies to Securities Act claims, please
also revise your
         prospectus to state that investors cannot waive compliance with the
federal securities laws
         and the rules and regulations thereunder. If this provision does not
apply to actions arising
         under the Securities Act or Exchange Act, please also ensure that
         the exclusive forum provision in the governing documents states this
clearly.
Notes to Consolidated Financial Statements
Selling and administrative expenses, page F-37

8.       Please reconcile your disclosure here that selling and administrative
expenses include
         gains and losses related to disposition of properties and asset
impairment losses to your
         disclosure elsewhere in regard to prior period reclassifications for
which gains and losses
         from property dispositions and impairment losses have been
reclassified from Selling and
         administrative expenses to (gain) loss on property dispositions and
impairment losses, net
         in the statement of operations and comprehensive income (loss).
       You may contact Patrick Kuhn at (202) 551-3308 or Doug Jones at (202)
551-3309, if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer L pez at (202) 551-3792 or Lilyanna Peyser at (202) 551-3222,
with any other
questions.



FirstName LastNameVivek Sankaran                               Sincerely,
Comapany NameAlbertsons Companies, Inc.
                                                               Division of
Corporation Finance
November 21, 2019 Page 3                                       Office of Trade
& Services
FirstName LastName