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July 27, 2022
Kemper Isely
Principal Executive Officer, Co-President and Director
Natural Grocers by Vitamin Cottage, Inc.
12612 West Alameda Parkway
Lakewood, Colorado 80228
Re:Natural Grocers by Vitamin Cottage, Inc.
Form 10-K for Fiscal Year Ended September 30, 2021
Filed December 9, 2021
File No. 001-35608
Dear Mr. Isely:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to the comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-K for Fiscal Year Ended September 30, 2021
Notes to Consolidated Financial Statements
3. Revenue Recognition, page 69
1.Your disclosure in the filing indicates that your {N}power® Customer Loyalty Program
introduced in fiscal year 2015 offers accumulation of rewards to the members.  Please
expand your accounting policy disclosure to provide your consideration of such
accumulation of rewards in your revenue recognition.  Please refer to ASC 606-10-32 for
guidance.
            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.

 FirstName LastNameKemper Isely
 Comapany NameNatural Grocers by Vitamin Cottage, Inc.
 July 27, 2022 Page 2
 FirstName LastName
Kemper Isely
Natural Grocers by Vitamin Cottage, Inc.
July 27, 2022
Page 2
            You may contact Suying Li at (202) 551-3335 or Rufus Decker at (202) 551-3769 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services