March 8, 2019

Sumit Singh
CEO
Chewy, Inc.
1855 Griffin Road, Suite B-428
Dania Beach, Florida 33004

       Re: Chewy, Inc.
           Draft Registration Statement on Form S-1
           Submitted on February 8, 2019
           CIK No. 0001766502

Dear Mr. Singh:

       We have reviewed your draft registration statement and have the
following 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1

Prospectus Summary
Our Strengths, page 5

1.     Enhance your discussion of your loyal customer base to quantify your
statement that your
       customers spend more on average the longer they remain active.
Risk Factors
We will remain a restricted subsidiary . . ., page 40

2.     You indicate that the terms of PetSmart's credit facilities and
indentures "may" restrict
       your ability to accomplish various acts, including paying dividends,
making investments,
       and disposing of assets. If you have certainty as to which of these
activities are restricted,
 Sumit Singh
FirstName LastNameSumit Singh
Chewy, Inc.
Comapany NameChewy, Inc.
March 8, 2019
March 8, 2019 Page 2
Page 2
FirstName LastName
         or under what circumstances a restriction would apply, please disclose
the same to your
         investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
53

3.       Please disclose any known trends or uncertainties that have had, or
that you reasonably
         expect will have, a material favorable or unfavorable impact on your
net sales or your net
         losses. See Item 303(a)(3)(ii) of Regulation S-K.
Key Financial and Operating Data, page 54

4.       Please tell us why the percentage changes in net cash provided by
(used in) operating
         activities and in free cash flow is not meaningful to your investors.
We note that the
         percentage changes for each are larger than the other percentage
changes in the chart.
5.       Disclose the number of orders you have fulfilled over the periods of
time presented here
         or, if you do not believe this metric is material to investors, please
tell us why.
Factors Affecting our Performance, page 56

6.       Please provide a narrative discussion of the Annual Net Sales
(excluding refunds) by
         Cohort chart. Also, enhance the details of the chart so that the Net
Sales amounts are
         readily quantifiable.
7.       Where you discuss your expected growth of brand awareness, enhance
this discussion to
         provide quantified historical information about the costs, either on a
per customer or per
         cohort basis, to acquire or retain your customers given that your
advertising and marketing
         costs have remained constant as a percentage of net sales and,
according to your
         disclosure, are expected to increase.
Results of Consolidated Operations, page 60

8.       Revise your disclosure of your private brands to quantify the extent
to which they
         contributed to an increase in net sales, given the role such products
are expected to play in
         your overall growth strategy.
Critical Accounting Policies and Estimates, page 65

9.       Please clarify the extent to which your revenues relate to products
that are shipped directly
         to customers by vendors and tell us your consideration of discussing
your revenue
         recognition policies for these particular sales separately, including
principal versus agent
         considerations, front and back end inventory risk for these products
and the timing of
         revenue recognition.
 Sumit Singh
Chewy, Inc.
March 8, 2019
Page 3
Principal and Selling Stockholders, page 103

10.      Please identify the natural persons with voting investment power over
the securities held
         by PetSmart and Argos Holdings. We note your disclosure elsewhere that
PetSmart is a
         wholly-owned subsidiary of Argos Holdings and that Argos Holdings is
controlled by
         affiliates of BC Partners. Please identify the affiliates of BC
Partners and the natural
         persons who control them. See Item 403 of Regulation S-K and Exchange
Act Rule 13d-3.

Certain Relationships and Related Party Transactions, page 113

11.      Please provide the approximate dollar value of the amount of
PetSmart's interest in each
         of the Master Transaction Agreement, the operating agreement related
to your pharmacy
         operations, and the agreement governing sales of the private brand
products. Please see
         Item 404(a)(4) of Regulation S-K.
Consolidated Statements of Operations, page F-5

12.      Given the significance of the charges, please tell us your
consideration of disclosing on
         the face of the statements of operations the amount of accretion of
convertible redeemable
         preferred stock along with net loss attributable to common
stockholders. Likewise, tell us
         your consideration of disclosing these amounts in both summary and
selected financial
         data.
Net Loss per Share, page F-27

13.      The computation of earnings per share for the fiscal year ended
January 28, 2018 does not
         appear to agree with the face of the statements of operations. Please
revise or advise.
        You may contact Ta Tanisha Meadows, Staff Accountant, at 202-551-3322
or Robyn
Manuel, Staff Accountant, at 202-551-3823 if you have questions regarding
comments on the
financial statements and related matters. Please contact Charlie Guidry, Staff
Attorney, at 202-
551-3621, or Mara Ransom, Assistant Director, at 202-551-3264 with any other
questions.



FirstName LastNameSumit Singh                                 Sincerely,
Comapany NameChewy, Inc.
                                                              Division of
Corporation Finance
March 8, 2019 Page 3                                          Office of
Consumer Products
FirstName LastName