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The Chefs’ Warehouse, Inc.

100 East Ridge Road

Ridgefield, Connecticut 06877

(203) 894-1345

By EDGAR

October 11, 2019

Ms. Yolanda Guobadia and Mr. Jim Allegretto

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Consumer Products

100 F Street, NE

Washington, D.C. 20549-0405

    Re:
    The Chefs’ Warehouse, Inc.

    Form 10-K For Fiscal Year Ended December 28, 2018

    Filed March 1, 2019

    File No. 1-35249

Dear Ms. Guobadia and Mr. Allegretto:

The Chefs’ Warehouse, Inc. (the “Company”) is
responding to the comment letter of the Staff of the United States Securities and Exchange Commission (the “Staff”)
dated September 23, 2019 on the above referenced filing. For your convenience, we have reproduced the Staff’s comment in
bold immediately preceding the Company’s response and divided the various sections of the comment to address each part.

Form 10-K for Fiscal Year Ended December 28, 2018

Note 2-Summary of Significant Accounting Policies

Goodwill, page 56

 1. You indicate that “In the fourth quarter of 2018, the Company reevaluated its operating
segments to align with how the Company’s chief operating decision maker evaluates performance and allocates resources.
This analysis resulted in a change from two reporting units, Protein and Specialty, to three reporting units, East Coast, Midwest
and West Coast.” We interpret this disclosure to mean you changed your operating segments
from two to three segments and that your operating segments represent your reporting units. If our understanding is incorrect,
please clarify our understanding as to what you meant by this disclosure and define your operating segments.”

We advise the Staff that its understanding is
correct. During the fourth quarter of 2018, we changed our operating segments from two to three segments and these operating segments
represent our reporting units. We will modify our disclosure in future filings to clarify this change.

“On page 52, you disclose that you operate
in one reportable segment, food product distribution. If your current business consists of three operating segments, please address
in detail how you met the aggregation criteria in ASC 280-10-50-11 for your revised operating segments.”

Fiscal 2018 Reportable Segment Determination

The following discussion summarizes in detail how we
met the qualitative and quantitative aggregation criteria defined in ASC 280-10-50-11 for fiscal 2018.

Qualitative Aggregation Criteria

Nature of Products

We supply specialty food products that include the following
principal product categories: Center-of-the-Plate, Dry Goods, Pastry, Cheeses and Charcuterie, Dairy and Eggs, Oils and Vinegars
and Kitchen Supplies. Our three Regions supply all these product categories to our customers, who purchase our products to stock
their kitchens and to create the meals they ultimately provide to their customers. As such, consumer demand for individual products
relative to the others (e.g., pastry vs. cheeses) is generally consistent across our offerings.

Nature of Production Processes

The nature of our distribution operations are similarly
structured across all Regions and the Protein entities embedded in each Region include similar repack and meat cutting activities.
The overall nature of receiving food products, warehousing them, picking and packing them and distributing them are all the same.

Type of Customer

Our customers are similar across all Regions. We primarily
market and sell our food products directly to chefs and the establishments that employ them. These establishments include menu-driven
independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, cruise lines, casinos and
specialty food stores in the United States and Canada1.
Our sales methodology and the make-up of our sales force servicing these customers and chefs is consistent across all Regions in
that we rely on “high-touch,” sophisticated sales representatives visiting customers to drive our sales. We do not
sell exclusively to regional customers and we market and sell to multi-location restaurants located across the country in major
metropolitan areas. Our customers normally purchase from us via regularly recurring, high frequency, low value orders. The average
value of a customer delivery is less than $1,000.

As a result of the acquisition of Allen Brothers in
December 2013, we market certain center-of-the-plate products directly to consumers through a mail and e-commerce platform. Direct
sales to consumers comprise less than 2% of total sales.

Distribution Methods

With the exception of Allen Brothers’ direct-to-consumer
orders, which are delivered by UPS, all sales, whether received online, or by mobile, email, fax or phone, are fulfilled using
consistent distribution methods across all Regions. The warehouses have similar equipment, personnel, controls and processes and
primarily utilize our own truck fleets for deliveries.

1
Sales in Canada approximate $20 to $25 million annually, less than 2% of consolidated sales and are considered immaterial for separate
segment disclosure. We have three sites in Canada; Vancouver, Edmonton and Toronto, which are all included within our West Coast
Region and managed by our West Coast Regional leader. The Canadian sites are considered immaterial for separate disclosure on both
an individual and collective basis.

Nature of the Regulatory Environment

We are not a regulated industry similar to a banking,
insurance or public utility industry entity. All Regions follow guidelines and regulations related to the FDA, USDA, DOT, etc.,
which are similar2 for all Regions.

Quantitative Aggregation Criteria

Our operating segments consist of three geographic regions:
East Coast, Midwest and West Coast. Regional sales and gross profit ratios for fiscal years 2014 through 2018 and budgeted for
2019 are indicated below:

    Sales
    Gross Profit
    Gross Profit Ratio

    East Coast Region

    Fiscal 2014 Actual
    $ 408,605
    $ 105,668
      25.9 %

    Fiscal 2015 Actual
      438,839
      118,642
      27.0 %

    Fiscal 2016 Actual
      469,320
      122,041
      26.0 %

    Fiscal 2017 Actual
      523,535
      138,731
      26.5 %

    Fiscal 2018 Actual
      618,085
      162,599
      26.3 %

    Fiscal 2019 Budget
      671,763
      178,216
      26.5 %

    Midwest Region

    Fiscal 2014 Actual
    $ 227,666
    $ 47,735
      21.0 %

    Fiscal 2015 Actual
      223,675
      50,960
      22.8 %

    Fiscal 2016 Actual
      259,416
      63,047
      24.3 %

    Fiscal 2017 Actual
      300,392
      73,591
      24.5 %

    Fiscal 2018 Actual
      328,785
      81,816
      24.9 %

    Fiscal 2019 Budget
      374,122
      92,773
      24.8 %

    West Coast Region

    Fiscal 2014 Actual
    $ 196,438
    $ 51,755
      26.3 %

    Fiscal 2015 Actual
      384,364
      99,109
      25.8 %

    Fiscal 2016 Actual
      464,130
      116,129
      25.0 %

    Fiscal 2017 Actual
      477,592
      117,056
      24.5 %

    Fiscal 2018 Actual
      497,739
      122,632
      24.6 %

    Fiscal 2019 Budget
      544,115
      135,781
      25.0 %

    Consolidated

    Fiscal 2014 Actual
    $ 832,709
    $ 205,158
      24.6 %

    Fiscal 2015 Actual
      1,046,878
      268,711
      25.7 %

    Fiscal 2016 Actual
      1,192,866
      301,217
      25.3 %

    Fiscal 2017 Actual
      1,301,520
      329,378
      25.3 %

    Fiscal 2018 Actual
      1,444,609
      367,047
      25.4 %

    Fiscal 2019 Budget
      1,590,000
      406,770
      25.6 %

2
U.S. Federal regulations provide the overall framework for these guidelines but there are minor differences between states.

Our business model and the markets we serve in the United
States are consistent across our Regions. Our East Coast Region is our largest and most profitable because it is our most mature
market. Our New York operations started in 1985, followed by Washington D.C. in 1999. In 2005, we entered the Los Angeles, San
Francisco and Las Vegas markets and in 2010, we commenced a strategic effort to expand our footprint in each region. Accordingly,
the East Coast Region makes up a greater portion of our sales due to the number of years we have been in those markets, but we
believe each Region will have essentially the same future characteristics over time. With the exception of sales in Canada1,
all of our Regions are part of the same country (the United States) and, outside of weather-related items, are subject to the same
external factors. As a result of the acquisition of Allen Brothers in December 2013, we market certain center-of-the-plate products
directly to consumers through a mail and e-commerce platform. Direct sales to consumers comprise less than 2% of total sales.

Gross profit ratio represents the most appropriate measure
of our long-term financial performance, as other measures (e.g., Sales, Operating Profit %) are more directly tied to the current
maturity of the Region as opposed to its projected long-term performance. As our operations mature in a market, we are able to
increase our sales in terms of increased customers served and increased products purchased per customer. This maturation of our
markets and operations allows us to better leverage our fixed cost infrastructure, including our warehousing costs, our fleet utilization
and our back-office G&A costs, which drives improved Operating Profit % as our operations mature in a market.

The primary measure our Chief Operating Decision Maker
(“CODM”) utilizes in assessing how to allocate capital and other resources is actual and projected sales, which acts
as a proxy to gross profit dollars due to the consistency of our gross profit ratio across Regions. While the sales metric is utilized
in making capital and resource allocation decisions, we do not believe it represents the best metric to determine if operating
segments have similar economic characteristics. Rather, gross margin is a more relevant indicator of long-term performance for
the reasons discussed above.

The current difference in gross profit ratios between
our strongest Region (East Coast) and our weakest Region (Midwest/West) is 1.7%, 1.7%, 2.0% and 1.7% in fiscal 2019 (budget), 2018,
2017 and 2016, respectively, and represents less than a 10% difference in profitability compared to the strongest Region’s
gross profit ratio for fiscal 2016 through fiscal 2019 (budget). While the ratio between the strongest Region and the weakest Region’s
gross profit ratio was greater than 10% in fiscal 2014 and fiscal 2015, those years are less meaningful to the analysis due to
the significant changes via acquisition (e.g., Allen Brothers (Chicago – December 2013), Del Monte (California – April
2015), MT Food (Chicago - June 2016), and Fells Point (Baltimore - August 2017)) and the regional maturation that occurred since
that time (as evidenced by 2019 budgeted sales being 1.9x and 1.5x the sales of fiscal 2014 and 2015, respectively).

Aggregation Conclusion

Based on the similarity of the economic conditions of
our Regions and the consistent business model structures described above, we have determined that our three operating segments
(East Coast, Midwest and West Coast) aggregate into one reportable segment for fiscal 2018. We believe that disaggregated segment
data will not enhance the financial statement user’s understanding of the business as our operating segments are so similar
that they can be expected to have the same future prospects.

Change in Operating Segments

During fiscal 2018, we changed our determination of
operating segments from two operating segments (Specialty and Protein) to three operating segments (East Coast, Midwest, West Coast).
This change was driven by the continuing integration of our Specialty and Protein operations as we strive to provide “one
face” to our customers. The changes in fiscal 2018 that led to our determination of operating segments included: elimination
of the Executive Vice President of Protein position leading all Protein operations, establishment of a Regional leadership structure
managing both Specialty and Protein entities, and compensation structuring for those Regional leaders that was tied to performance
of all operations within those Regions, and culminated in the fourth quarter of fiscal 2018 with annual budget meetings with the
CODM structured by Region and a change in the monthly reporting provided to the CODM. These changes impacted how performance is
assessed and how resources are allocated by the CODM but did not change the economic similarity of our underlying operations.

“If the Protein and Specialty reporting units
comprised separate operating segments in prior years, please advise how those units met the aggregation criteria in ASC 280-10-50-11
in prior years.”

Fiscal 2017 Reportable Segment Determination

For fiscal 2017, we had two operating segments, Specialty
and Protein, that were aggregated into one Reportable Segment. The following discussion summarizes in detail how we met the qualitative
and quantitative aggregation criteria defined in ASC 280-10-50-11 for fiscal 2017.

Qualitative Aggregation Criteria

Nature of Products

We supplied specialty food products that included the
following principal product categories: Center-of-the-Plate, Dry Goods, Pastries and other Bakery Products, Cheeses, Dairy Products,
Oils and Vinegars and Kitchen Supplies. We supplied these product categories to our customers, who purchased our products to stock
their kitchens and to create the meals they ultimately provided to their customers. As such, consumer demand for individual products
relative to the others (e.g., pastry vs. cheeses) was generally consistent across our offerings.

Each operating segment, Specialty or Protein, was able
to sell the products sold by the other operating segments. While the vast majority of the sales from Protein based businesses were
center-of-the-plate (meat) products, the Protein entities had started to sell Specialty products ($6 million in fiscal 2017) and
the Specialty entities had always sold center-of-the-plate products. For fiscal 2017, Specialty entities sold approximately 25%
of all center-of-the-plate sales ($145 million).

Nature of Production Processes

The nature of the distribution operations were similarly
structured within both Specialty and Protein. Although the Protein operations did engage in repack and meat cutting activities,
the overall nature of receiving food products, warehousing them, picking and packing them and then distributing them were the same.

Type of Customer

Our customers were similar across both Specialty and
Protein operating segments. We primarily marketed and sold our food products directly to chefs and the establishments that employed
them. These establishments included menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers,
culinary schools, cruise lines, casinos and specialty food stores in the United States and Canada1. Our sales methodology
and the make-up of our sales force servicing these customers and chefs was consistent across both Specialty and Protein in that
we relied on “high-touch”, sophisticated sales representatives visiting customers to drive our sales. Our customers
normally purchased from us via regularly recurring, high frequency, low value orders. The average value of a customer delivery
was less than $1,000.

Within the Protein operating segment, there was an immaterial
direct-to-consumer business at Allen Brothers.

Distribution Methods

With the exception of Allen Brothers’ direct-to-consumer
orders, which were delivered by UPS, all sales, whether received online, or by mobile, email, fax or phone, were fulfilled using
consistent distribution methods across both Specialty and Protein. The warehouses had similar equipment, personnel, controls, pr