SecProbe.io

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November 15, 2005

Mail Stop 7010

By U.S. Mail and facsimile to (303) 468-4266

Ronald R. Snyder
President and Chief Executive Officer
Crocs, Inc.
6273 Monarch Park Place
Niwot, Colorado 80503

Re: 	Crocs, Inc.
	Response to Correspondence Dated November 3, 2005
Relating to Amendment No. 2 to Registration Statement on Form S-1
Filed October 18, 2005
	File No. 333-127526

Dear Mr. Snyder:

      We have reviewed your filing and have the following
comments.
We welcome any questions you may have about our comments or any
other
aspect of our review.  Feel free to call us at the telephone
numbers
listed at the end of this letter.

Note 14.  Equity, page F-26

1. We note your response to prior comment 6.  Given that your
response to prior comment 8 states that you began to consider the
possibility of an IPO in the fall of 2004, it is not clear how it
was
determined that a 20% discount for lack of marketability was
appropriate at January 1, 2005.  Please advise.

2. Please tell us more about the discount for lack of control.
Specifically address the following:
* Tell us whether the controlling and minority shareholders
receive
proportionate returns.  If so, tell us how you determined it is
appropriate to use a discount for lack of control.  Refer to Todd
E.
Hardiman`s speech on December 6, 2004 at the 2004 Thirty-Second
AICPA
National Conference on Current SEC and PCAOB Developments.
* Provide a detailed explanation as to how Clifton arrived at the
initial 15% discount to be taken; and
* Explain the specific facts and circumstances that led Clifton to
reduce this discount to 10% at August 1, 2004 and then further
reduce
this discount to 7.5% at September 1, 2004.

3. We continue to have difficulty understanding how your common
stock
value increased from $790 per share at May 1, 2005 to an estimated
pre-stock split IPO range per share of $4,060 to $4,640, which
represents an increase in value of 414% to 487% in an
approximately
six month period.  We also continue to have difficulty
understanding
how your common stock value increased from $1,670 at September 1,
2005 to an estimated pre-stock split IPO range per share of $4,060
to
$4,640, which represents an increase in value of 143% to 178%.  In
order for us to further understand your analysis of Clifton`s
valuations compared to the projected IPO price, please address the
following regarding your hypothetical valuation to test the
reasonableness of Clifton`s methodologies:
* Tell us the estimated impact of each significant change in
assumption on your estimated hypothetical per share value of your
common stock;
* Explain to us how the small stock premium and company-specific
premium were reflected in the valuations performed by Clifton;
* Explain to us how and why you incorporated the Price-Projected
Earnings and MVIC/Projected EBIT in the hypothetical valuation
considering that they were not used in the valuations performed by
Clifton; and
* Provide us with a summary of your hypothetical valuation, which
should show how you arrived at the $3,900 per share value.

4. We note your response to prior comment 8.  You state that in
October and November 2004, the CEO and CFO held initial
discussions
with investment banking firms to learn about the IPO process and
IPO
price ranges were presented at this time.  Tell us the IPO price
ranges that were presented at this time.  Given that Clifton
appears
to have arrived at an equity value of $82.0 million at January 1,
2005, help us understand if any consideration was given by Clifton
of
the enterprise value estimates presented in October and November
2004
of $260 million to $421 million.  Please explain who arrived at
these
enterprise value estimates as well as the method used to arrive at
these estimates.

5. We note your response to prior comment 9.  In your response to
comment 49 in your letter dated September 27, 2005 as well in
Appendix 4 of your letter dated September 27, 2005, you indicate
that
the valuations as of July 31, 2005, August 31, 2005, and September
30, 2005 were in process.  Given that the estimated price range of
$4,060 to $4,640 on a per share pre-stock split basis was provided
by
the underwriters to you on September 23, 2005 and this estimated
price range was provided in your response dated September 27,
2005,
it appears that Clifton was aware of the estimated price range at
the
time of performing their valuations as of August 1, 2005 and
September 1, 2005.  It is unclear why Clifton would not have taken
this estimated price range into consideration in performing these
valuations.  Please advise.

6. We note your response to prior comment 10.  You state that you
use
the probability-weighted expected returns method to value your
Series
A preferred stock.  Given that this method involves a forward-
looking
analysis of the possible future outcomes, it is unclear whether
the
possible conversion of Series A preferred stock to your common
stock
was considered in your valuation.  Please advise.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      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 all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  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 they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

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

* 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a 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.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Nudrat Salik, Staff Accountant, at (202)
551-
3692 or Rufus Decker, Accounting Branch Chief, at (202) 551-3769
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Matt Franker, Staff Attorney, at
(202) 551-3749 or me at (202) 551-3760 with any other questions.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Michael M. McGawn, Esq. (via facsimile 303/607-3600)
      Faegre & Benson LLP
      3200 Wells Fargo Center
      Denver, Colorado 80203-4532
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Ronald R. Snyder
Crocs, Inc.
November 15, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

           DIVISION OF
CORPORATION FINANCE

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