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                              March 22, 2023

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

                                                        Re: Albertsons
Companies, Inc.
                                                            Amendment No. 2 to
Preliminary Information Statement on Schedule 14C
                                                            Filed March 14,
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. 2 to Preliminary Information Statement on Schedule 14C
Filed March 14, 2023

       The Merger, page 20

   1.                                                   We note your amended
disclosure in response to comment 2. Please elaborate on the
                                                        specific advantages of
your operating model, strategic accomplishments, the benefits of
                                                        your strategic
initiatives, and describe your commitment to union labor and plans to
                                                        fund pensions.
   2.                                                   We note your response
to comment 3 regarding the antitrust law considerations related to
                                                        the transactions.
Please discuss each counsel's views on each of the topics discussed at the
                                                        meetings. Please
quantify any details, as applicable, and highlight any material
                                                        differences in
viewpoints between counsel. Also, please elaborate on the court and FTC
                                                        approaches to past
retail transactions and the related evaluation of antitrust issues to be
                                                        addressed in potential
mergers.
 Vivek Sankaran
FirstName
Albertsons LastNameVivek
           Companies, Inc. Sankaran
Comapany
March      NameAlbertsons Companies, Inc.
       22, 2023
March2 22, 2023 Page 2
Page
FirstName LastName
3.       We note your amended disclosure in response to comment 5. Please
elaborate on the
         presentation by representatives of White & Case and Debevoise
regarding the analysis to
         be conducted by the FTC with respect to the transaction and
divestiture processes.
        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