SecProbe.io

April 15, 2013

Via E -mail
Christopher Pappas
Chairman, President and Chief Executive Officer
The Chefs’ Warehouse, Inc.
100 East Ridge Road
Ridgefield, Connecticut 06877

Re: The Chefs’ Warehouse, Inc.
  Registration Statement on Form S-3
Filed  March 18, 2013
File No.  333-187348
Registration Statement on Form S -4
Filed  March 18, 2013
  File No.  333-187349

Dear Mr. Pappas:

We have limited our review of your registration statements  to those issues we have
addressed in our comments.  In  some of our comments, 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 statements and providing t he
requested information .  Where you do not believe our comments apply 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 statements and the information you
provide in response to these  comments, we may have  additional comments.

General

1. To the extent comments issued in our review of your registration statement s on Form s S-
3 and S -4 also apply to  your annual report on Form 10 -K for the f iscal year ended
December 31, 201 2, please revise your Form  10-K accordingly. Similarly, to the extent
comments issued in our review of your Form 10 -K also apply to  your registration
statement s on Form s S-3 and S -4, please revise the latter filing s accordingly. Please note
that we will  not be in a position to consider a request for acceleration of effectiveness of
your registration statement s until we resolve all issues concerning your Form 10 -K.

Christopher Pappas
The Chefs’ Warehouse , Inc.
April 15, 2013
Page 2

 2. In your next periodic report filed with the Commissi on, please include a risk factor
discussing the price volatility of your common stock , or advise us why you believe this
does not constitute a material risk.
Form S -3
Description of Debt Securities, page 10
Modification and waiver, page 14
3. We note your dis closure in the fifth bullet that you may add guarantors and the provisions
in your indentures permitting the addition of guarantors.  We further note that any
guarantor you decide to add would be deemed an issuer of a security.  In this regard,
please advi se us how any such guarantor would comply with Section 5 of the Securities
Act.
Signatures, page II -5
4. Please amend your filing to include the signature of your controller  or principal
accounting officer.   This comment also applies to your Form S -4.  Please r efer to the
Signatures sections of Form S -3 and Form S -4 and the related instructions.
Form S -4
Risk Factors, page 3
5. Refer to the second introductory paragraph.  Eliminate the language indicating the r isk
factors identified  in this section  are not the only ones facing the company and that
additional risks that currently are unknown or immaterial may also significantly impair
your business, financial condition and results of operations. All material risks should be
described.  If risks are not deemed material, registrants should not reference them.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes the informatio n the Securities Act of 193 3 and all
applicable Securities  Act rules require.   Since the company and its management are in possession
of all facts relating to a company’s disclosure, they are responsible for the accuracy and
adequacy of the disclosures the y have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, act ing pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

Christopher Pappas
The Chefs’ Warehouse , Inc.
April 15, 2013
Page 3

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the  filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the regi stration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Scott Anderegg, Staff Attorney,  at (202) 551-3342  or Lilyanna Peyser,
Special Counsel,  at (202) 551 -3222  or me at (202) 551 -3720 with any questions.

Sincerely,

 /s/ Lilyanna L. Peyser for

  Mara L. Ransom
Assistant Director