United States securities and exchange commission logo

                           June 10, 2022

       Ann Aber
       General Counsel
       JOANN Inc.
       5555 Darrow Road
       Hudson, Ohio 44236

                                                        Re: JOANN Inc.
Statement on Form S-3
                                                            Filed June 3, 2022
                                                            File No. 333-265403

       Dear Ms. Aber:

              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 Ryan
Lichtenfels at 202-551-4457 with any questions.


                           Division of Corporation Finance

                           Office of Trade & Services
       cc:                                              Howard Sobel