October 1, 2019
Joseph E. Scalzo
Chief Executive Officer and President
The Simply Good Foods Company
1225 17th Street, Suite 1000
Denver, CO 80202
Re: The Simply Good Foods Company
Registration Statement on Form S-3
Filed September 30, 2019
File No. 333-234004
Dear Mr. Scalzo:
This is to advise you that we have not reviewed and will not review your
registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Edward M. Kelly, Senior Counsel, at (202) 551-3728 with
any questions.
Sincerely,
Division of
Corporation Finance
CF Office of
Manufacturing