SecProbe.io

March 9, 2020
Brian R. Kahn
President, Chief Executive Officer and Director
Franchise Group, Inc.
1716 Corporate Landing Parkway
Virginia Beach, Virginia 23454
Re:Franchise Group, Inc.
Registration Statement on Form S-3
Response dated February 28, 2020
File No. 333-236211
Dear Mr. Kahn:
            We have reviewed your February 28, 2020 response to our comment letter regarding your
registration statement on Form S-3 and have the following comment.
            Please respond to this letter by amending your registration statement.  If you do not
believe our comment applies to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to our comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 14, 2020 letter.
Response letter dated February 28, 2020
General
1.We note your response to our prior comment 1.  In addition to the language you propose
to include in an amendment to your Form S-3, please also state whether you intend that
the provision apply to actions arising under the Securities Act.  Please also include risk
factor disclosure in your prospectus regarding any risks or impacts of the provision on
investors, such as increased costs to bring claims, limits on investors’ ability to bring a
claim in a judicial forum that they find favorable, and the application of the provision to
claims under the federal securities laws.
            You may contact Ron Alper at 202-551-3329 or Pamela Long at 202-551-3765 with any
questions.

 FirstName LastNameBrian R. Kahn
 Comapany NameFranchise Group, Inc.
 March 9, 2020 Page 2
 FirstName LastName
Brian R. Kahn
Franchise Group, Inc.
March 9, 2020
Page 2
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       David W. Ghegan