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                            February 13, 2023

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

                                                        Re: Albertsons
Companies, Inc.
                                                            Amendment No. 1 to
Preliminary Information Statement on Schedule 14C
                                                            Filed January 24,
2023
                                                            File No. 001-39350

       Dear Vivek Sankaran:

              We have reviewed your filing 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Amendment No. 1 to Preliminary Information Statement on Schedule 14C
Filed January 24,
       2023

       Questions and Answers About the Merger
       Q: What is the status of the regulatory review of the Merger?, page 3

   1.                                                   We note your amended
disclosure in response to comment 1. Please name the several
                                                        states that are also
reviewing the merger and the current status of such reviews.
       The Merger
       Background to the Merger, page 20

   2.                                                   We note your response
to comment 9. Please revise to include your response to comment
                                                        9 in your disclosure.
Additionally, please summarize the questions raised by Party A and
                                                        Mr. Sankaran's
responses to such questions.
 Vivek Sankaran
FirstName
Albertsons LastNameVivek
           Companies, Inc. Sankaran
Comapany13,
February   NameAlbertsons
             2023           Companies, Inc.
February
Page 2 13, 2023 Page 2
FirstName LastName
3.       We note your amended disclosure in response to comment 10. Please
revise to summarize
         the content of the material discussions and negotiations that occurred
at the meetings that
         took place between May 5 and June 5, 2022, instead of referring to the
subject matter
         topics that were discussed.
4.       We note your amended disclosure in response to comment 11. Please
revise to summarize
         the publicly available information and the topics of confidential
information provided to
         Kroger. Also, summarize the advice of Kroger's financial and legal
advisors and to the
         extent applicable, include the information required by Item 1015(b) of
Regulation M-A.
         Additionally, please also describe in further detail the substance of
the material
         discussions and negotiations that occurred for each subsequent
meeting, with a focus on
         the discussions and negotiations surrounding anti-trust concerns and
the divestment of
         stores, including the potential alternatives for the divestment of
stores, which stores may
         be divested, and the structure and timing of SpinCo.
5.       We note your amended disclosure in response to comment 17. Please
revise to
         disclose how you negotiated and ultimately agreed to the high-end
number of stores to be
         allocated to SpinCo and separately, the divestiture cap, and explain
any discussions or
         negotiations in making such determinations.
Projected Financial Information of the Company, page 52

6.       We note your amended disclosure in response to comment 16. Please
provide additional
         detail on the specific factors listed here and include the associated
assumptions and
         estimates made by management.
        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 Cara Wirth at (202) 551-7127 or Mara Ransom at (202)
551-3264 with
any questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Trade &
Services
cc:      Alexander J. May