February 14, 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
           Filed January 31, 2020
           File No. 333-236211

Dear Mr. Kahn:

       We have limited our review of your registration statement to those
issues we have
addressed in our comment. In our comment, we may ask you to provide us with
information so
we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. 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 this comment, we may have additional comments.

Registration Statement on Form S-3

General

1.     We note that your forum selection provision identifies the Court of
Chancery of the State
       of Delaware as the exclusive forum for certain litigation, including any
"derivative
       action." Please disclose whether this provision applies to actions
arising under the
       Securities Act or Exchange Act. In that regard, we note that Section 27
of the Exchange
       Act creates exclusive federal jurisdiction over all suits brought to
enforce any duty or
       liability created by the Exchange Act or the rules and regulations
thereunder, and Section
       22 of the Securities Act creates concurrent jurisdiction for federal and
state courts over all
       suits brought to enforce any duty or liability created by the Securities
Act or the rules and
       regulations thereunder. If the provision applies to Securities Act
claims, please also revise
       your prospectus to state that there is uncertainty as to whether a court
would enforce such
 Brian R. Kahn
Franchise Group, Inc.
February 14, 2020
Page 2
      provision and that investors cannot waive compliance with the federal
securities laws and
      the rules and regulations thereunder. If this provision does not apply to
actions arising
      under the Securities Act or Exchange Act, please also ensure that the
exclusive forum
      provision in the governing documents states this clearly, or tell us how
you will inform
      investors in future filings that the provision does not apply to any
actions arising under the
      Securities Act or Exchange Act.

        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Ronald (Ron) Alper at 202-551-3329 or Pam Long at
202-551-3765 with
any questions.



                                                             Sincerely,
FirstName LastNameBrian R. Kahn
                                                             Division of
Corporation Finance
Comapany NameFranchise Group, Inc.
                                                             Office of Real
Estate & Construction
February 14, 2020 Page 2
cc:       David W. Ghegan
FirstName LastName