October 17, 2019

David Kastin
Senior Vice President, General Counsel
Vitamin Shoppe, Inc.
300 Harmon Meadow Blvd.
Secaucus, New Jersey 07094

       Re: Vitamin Shoppe, Inc.
           Preliminary Proxy Statement on Schedule 14A
           Filed September 30, 2019
           File No. 001-34507

Dear Mr. Kastin:

      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 this 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 this comment, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A filed September 30, 2019

General

1.    It appears that Vintage Capital may be an affiliate of both your company
and Franchise
      Group, Inc. In this regard, we note your disclosures that you agreed to
appoint a Vintage
      Capital nominee to your board, Vintage Capital owns approximately 15% of
your
      common stock, and, in light of the stock ownership and representation of
persons
      designated by Vintage Capital on your board, you formed a special
committee of directors
      who were not affiliated with Vintage Capital and who were not members of
management
      to, among other things, review and evaluate the indication of interest
form Vintage capital
      and other strategic transactions. Further, we note your disclosure that
certain affiliates of
      Vintage Capital are investors in Franchise Group, Inc., and certain
Vintage Capital
      personnel are members of Franchise Group, Inc.'s board. Also, it appears
from other
      public disclosure that Vintage Capital owns approximately 37% of the
voting common
      shares of Franchise Group, Inc. Based on the disclosures noted above, it
appears that,
      together with your affiliate Vintage Capital, you are engaging in a going
private
 David Kastin
Vitamin Shoppe, Inc.
October 17, 2019
Page 2
      transaction, pursuant to Rule 13e-3. Therefore, please amend to include
the information
      required by Schedule 13E-3, or provide us with your analysis of why you
are not required
      to do so.
        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 Katherine Bagley, Staff Attorney, at (202) 551-2545 or
Mara Ransom,
Office Chief, at (202) 551-3264 with any questions.



                                                          Sincerely,
FirstName LastNameDavid Kastin
                                                          Division of
Corporation Finance
Comapany NameVitamin Shoppe, Inc.
                                                          Office of Trade &
Services
October 17, 2019 Page 2
cc:       Michael P. Brueck
FirstName LastName