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[FAEGRE & BENSON]

[*****]
= Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions.

November 14,
2005

VIA EDGAR AND OVERNIGHT MAIL

United States Securities and Exchange Commission

Mail Stop 7010

100 F Street, N.E.

Washington, DC 20549-7010

Attention:

Matt Franker

Staff Attorney

Re:

Crocs, Inc.

Amendment No. 2 to Registration Statement on Form S-1

File No. 333-127526

Ladies
and Gentlemen:

        On
behalf of our client, Crocs, Inc., (the "Company"), we are pleased to submit this response to the comments of the Staff, as set forth in a letter dated October 25, 2005
to Ronald R. Snyder, Chief Executive Officer of the Company, on the registration statement referenced above (the "Registration Statement"), including the prospectus contained therein (the
"Prospectus"). This is a resubmission of materials delivered on November 3, 2005 to the Commission and is substantially the same as the previous submission, with the exception of clarifying
revisions in the response to comment 9. This letter contains responses to the Staff's comments 6 to 12. Please note that the Company intends to file an amendment to the Registration Statement
after the Staff has reviewed the Company's responses contained in this letter, and will electronically file a separate response letter responding to all the Staff's comments at that time.

        The
appendices set forth herein have been supplied by the Company for use in connection with the Staff's review of the responses described below, and all such responses have been
reviewed and approved by the Company.

        To
assist the Staff in reviewing the Company's responses, we are delivering by overnight mail to Mr. Franker two copies of this letter and the appendices set forth herein.

Note 14. Equity, page F-26.

        6.     Comment: We note your response to prior comment 14. It remains unclear to us 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 five month period. Given that you provided an estimated range to us in your response dated September 27, 2005, it also remains unclear how your common stock value increased from
$1,670 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% over a 26 day period. Your responses do not adequately address the
factors that contributed to these increases. Please provide a detailed explanation of the specific facts and circumstances that led to these increases in value. Your explanation should show the
estimated impact of each significant factor contributing to the increase in values.

CONFIDENTIAL TREATMENT REQUESTED BY CROCS, INC.

 Response:

 Clifton Gunderson LLP ("Clifton") Valuations

        To assist in explaining the change in the valuation from December 31, 2004 through September 1, 2005, the Company performed
regression analyses on the following inputs to the Clifton valuation reports which estimated the fair market value as of December 31, 2004, May 1, 2005, June 30, 2005,
August 1, 2005, and September 1, 2005: projected revenues, estimates of required working capital, and the minority interest/marketability discounts. Projected net income was not included
in the regression analysis as projected net income margins were reasonably consistent in all 2006 projections (between 18% and 20%) and the changes would be represented in the projected revenue
changes. The regression analysis separately quantifies the impact of each input on the change in the estimated fair market value from $398 per share as of December 31, 2004 to $1,670 per share
as of September 1, 2005. See this regression analysis in Appendix 1.

        The following sections describe the events that occurred from January 1, 2005 to September 1, 2005 that directly affected each aforementioned
input (projected revenues, working capital, WACC, and minority/marketability discounts) and their individual impact on the valuations.

 I. Factors that Impacted Management's Projections of Revenue

        The driver of projecting revenues for 2005 through 2009 was management's estimates of the number of customer retail store locations
carrying the Crocs product line. Appendix 1 presents the following impact on the discounted cash flow method valuations for the portion of the change in fair value related to projected
revenue:

•

Change in valuation between December 1, 2004 and May 1, 2005

56.4
%

•

Change in valuation between May 1, 2005 and June 30, 2005

100.0
%

•

Change in valuation between June 30, 2005 and August 1, 2005

41.3
%

•

Change in valuation between August 1, 2005 and September 1, 2005

78.7
%

        Projected revenues were the primary factor influencing the valuation of the Company. Additionally, it is important to note that other key market/company factors
such as management infrastructure, production capacity, logistics capabilities, global operational effectiveness, brand awareness and recent operating results were taken into consideration in order to
determine the likelihood of the Company attaining the revenue projections. However, these supplemental factors are only considered in determining whether the revenue projections are attainable based
on the number of locations in which the Company retails its products, and do not, in themselves, contribute additional potential revenues.

        Appendix 2 presents an analysis of the impact on projected 2006 revenues to updated actual doors (retail customer locations), the monthly and annual revenue rate
per door, and projected 2006 number of retail store locations. As shown in Appendix 2, between April and August 2005, all of the above factors experienced significant increases. The following
paragraphs explain the factors that contributed to the actual increases in retail store locations, doors, and revenue per door as well as factors that
caused management to increase their projections for 2006.

2

CONFIDENTIAL TREATMENT REQUESTED BY CROCS, INC.

        In April and May 2005, the Company's executive management established a global senior sales team by hiring new sales executives. As a result of the
growth of the sales team and the implementation of a stronger sales infrastructure, by June the Company was in negotiations with several potentially large customers. Management believed that
these negotiations would ultimately be successful and, therefore, the projected number of retail door locations was increased from April levels. At the time of the June 30th
valuation, retail agreements had been finalized or were in final negotiations with new customers. The impact of obtaining these new key customers was an increase to the 2006 retail customer store
location projection by [*****]. Appendix 2 includes a detailed listing of new key retailers with whom the Company had finalized, or with whom it was in the process of
finalizing, negotiations at this time, along with their estimated number of doors for 2006. The increase of an additional [*****] customer door locations increased the 2006
projected revenue from $127.7 million to [*****] ([*****] new doors multiplied by an annual run rate of [*****] per
door). In addition to the increase in the number of doors for 2006, the annual revenue rate per door increased from [*****] (as of the May 1st valuation) to
[*****] per door based on actual revenue run rates per door at June 30, 2005. The change in the annual revenue run rate per door from [*****] to
[*****] increased the projected 2006 revenue an additional [*****] ([*****] doors X additional [*****]
revenue per door) to $194.2 million.

        In order to attain the projected increase in revenues, the Company's management concluded that it would need to increase the production of its footwear products
in its Company-operated manufacturing facilities and at its third-party manufacturers. On June 30, 2005, a Board of Directors meeting was conducted and the future potential revenue projections
were presented. At this meeting, the Board approved a proposal to increase production capacity in support of the anticipated 2005 increase in demand and to support the projected increase in demand for
2006. Capacity increases were initiated at the Company-operated facility in Mexico as well as in China at one of the Company's third-party manufacturers. Additionally, on-going capacity increases were
accelerated in order to support the production of products for sales to additional customers that were recently added to the Company's existing customer base. Furthermore, the capacity increases would
cause a build-up in inventory, thus improving the Company's logistics flexibility. The larger inventory stock would enhance the Company's ability to readily supply customers with an increasing number
of footwear models.

        Also in June, the Company reviewed the services being provided to the Company by its distributor and logistics provider. Based on the analysis, the Company
determined that it would be necessary to transition its distribution services to a more robust provider in order to support the Company's recent higher monthly revenue volumes and the increased 2006
revenue projections. As such, during the first weekend in July, the Company transitioned from its former distributor, Exel, to Expeditors International ("Expeditors"), and began utilizing 50,000 sq.
feet of Expeditors's warehouse to support its US distribution of products.

        In July, retail agreements were finalized or in final negotiations with additional large key customers, thereby increasing the 2006 retail customer store location
projection by a total of [*****] doors (Appendix 2). Appendix 2 includes a detailed listing of new key accounts along with their estimated number of doors size that were
finalized as of July. The additional projected [*****] new doors increased the projected 2006 number of retail store locations to [*****] and increased
the 2006 projected revenue from $194.2 million to $209.1 million (excluding the relatively minor affects of the reduction in annual revenue rates from [*****] to
[*****] per door based on actual revenue run rates per door at July 31, 2005). These new revenue projections were used by Clifton in their August 1, 2005
valuation. In addition, in order to meet the increased production requirements, capacity increases continued at the Company-operated manufacturing facility in Mexico and at its third-party
manufacturer in China during the month of July.

3

CONFIDENTIAL TREATMENT REQUESTED BY CROCS, INC.

        In August, retail agreements were finalized with [*****] that resulted in an estimated increase in projected doors of
[*****] (see Appendix 2). The impact of the agreement with [*****] was to increase the 2006 projected number of retail store locations to
[*****] and to increase the 2006 projected revenue from $209.1 million to $239.6 million (although [*****] of the increase was due to a
[*****] increase in the annual revenue rate per door (from [*****] to [*****]) based on actual revenue run rates per door at
August 31, 2005). These new revenue projections were used by Clifton in their September 1, 2005 valuation. Capacity increases continued as a new third-party manufacturer in China began
to produce footwear products for the Company. The square footage the Company utilized at Expeditors's facility increased from 50,000 sq. feet to 150,000 sq. feet in order to meet the continued
increase distribution and logistics services required to meet corresponding increases in demand for its products.

 II. Change in Projections of Required Working Capital

        The discounted cash flow model incorporates the projected cash outflow (or inflow) due to changes in working capital. Typically, companies
such as Crocs, Inc. that are experiencing a significant increase in revenues require significant increases in their working capital balances. In estimating the Company's additional working
capital requirements, the 2003 and 2004 working capital balances (as a percentage of revenues) were used for the December 31, 2004 through the June 30, 2005 dates of valuation.
Historically, working capital as a percentage of revenue decreased from 1120% in 2002 to 9% for 2004. However, beginning with the August 1, 2005 valuation, the Company's working capital
requirements were re-examined. Quarterly projected balance sheets were analyzed to determine the working capital needs going forward. Based on analyzing the projected balance sheets, management
estimated that the Company's working capital was expected to rise from approximately 9% of revenue to approximately 14% of revenue. As presented in Appendix 1, the change in the projected working
capital assumptions had the following impact on the discounted cash flow valuations:

•

Change in valuation between December 1, 2004 and May 1, 2005

0.0
%

•

Change in valuation between May 1, 2005 and June 30, 2005

0.0
%

•

Change in valuation between June 30, 2005 and August 1, 2005

(8.3
%)

•

Change in valuation between August 1, 2005 and September 1, 2005

0.0
%

 III. Factors Affecting Minority Interest and Marketability Discounts

        The size of the combined discounts for lack of control (i.e., minority interest discount) and lack of marketability were influenced by the
potential IPO. As both the time to the expected IPO decreased and the probability of successfully executing a public offering increased, the combined discount
decreased from the December 31, 2004 date of valuation to the September 1, 2005 date of valuation from 32.0% to 14.4%. To measure the size of the marketability discount, a put option
analysis was performed along with an analysis of various restricted stock and IPO studies. As presented in Appendix 1, the steady decrease in the combined discounts had the following impact on the
valuations:

•

Change in valuation between December 1, 2004 and May 1, 2005

43.6
%

•

Change in valuation between May 1, 2005 and June 30, 2005

0.0
%

•

Change in valuation between June 30, 2005 and August 1, 2005

67.0
%

•

Change in valuation between August 1, 2005 and September 1, 2005

21.3
%

4

CONFIDENTIAL TREATMENT REQUESTED BY CROCS, INC.

 Analysis of Clifton's Valuations Compared to the Projected IPO Price

        Management tested the reasonableness of Clifton's methodologies by changing certain assumptions used in Clifton's valuations and measuring
the impact of the changes on a resulting "hypothetical" valuation. As previously noted, Clifton's valuations increased from $790 as of May 1, 2005 to $1,670 as
of September 1, 2005. The initial price range provided by the underwriters was a pre-IPO stock split range of $4,060 to $4,640. However, the estimated range provided by the underwriters was a
projected valuation range as of a future date when the Company would be a public company (expected to be mid- to late-November 2005) and not necessarily indicative of the value as of the date
the range was provided. Using changed assumptions that, as described below, would be more appropriate for the valuation of a public company, the Clifton methodologies arrive at a hypothetical
valuation that is very close to the currently-contemplated IPO valuation.

        A summary of the assumptions used by Clifton and changes made to the assumptions in the Company's hypothetical valuation is as follows:

Assumption

9/1/05 Valuation

Change

Hypothetical IPO

2006 Projected Revenue

$240 million

—

$240 million

Small Stock Premium

6.4%

(10th decile)

-4.0
%
2.4%

(8th decile)

Company-Specific Premium

10.0%

-7.0
%
3.0%

WACC

26.0%

-10.0
%
16.0%

Guideline Company Multiples

Price-Proj. Earnings