United States securities and exchange commission logo

                          March 19, 2021

       Robert Wright
       President and Chief Executive Officer
       Potbelly Corporation
       111 N. Canal Street, Suite 850
       Chicago, IL 60606

                                                        Re: Potbelly
Statement on Form S-3
                                                            Filed March 15,
                                                            File No. 333-254284

       Dear Mr. Wright:

              This is to advise you that we have not reviewed and will not
review your registration

               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 Nicholas
Lamparski at (202) 551-4695 with any questions.


                          Division of Corporation Finance

                          Office of Trade & Services
       cc:                                              Edward S. Best