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December 14, 2005

BY EDGAR AND OVERNIGHT MAIL

*** Confidential Treatment Requested by Faegre & Benson LLP ***

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 November 15, 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"). Please note that the Company intends to respond to comments 1 to 5 from the Staff's letter to Mr. Snyder dated October 25, 2005 after the Staff has reviewed the Company's
responses contained in this letter, and intends to file an amendment to the Registration Statement concurrent with that response.

        The
supplemental appendices referenced 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 supplemental appendices referenced
herein.

Note 14. Equity, page F-26.

        1.     Comment: 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.

        Response: As part of the December 31, 2004 valuation which was previously provided to the Staff, Clifton Gunderson LLP ("Clifton")
performed a study to determine an appropriate discount for lack of marketability (see pages 37-44 of that valuation). In this analysis, Clifton reviewed current initial public offerings
for high growth companies. Included in the analysis was an assumption that the stock would not be marketable for 1.33 years (e.g., the expected time until the completion of the IPO plus a
lock-up period). The result was a lack of marketability discount of approximately 20%. Clifton also considered the other studies of private companies before IPOs and restricted stock
studies that suggest ranges of 30%-40% for this discount. Accordingly, management believes a 20% lack of marketability discount was reasonable.

        2.     Comment: 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.

        Response: The Company has reviewed the speech by Todd E. Hardiman on December 6, 2004. Management has accordingly removed the
discounts for lack of control from all valuations. See the further discussion and revised valuations in the response to comment 3 below.

        3.     Comment: 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.

        Response: In response to the Staff's comment, the Company has revised the valuations at December 31, 2004, May 1, 2005,
June 30, 2005, August 1, 2005 and September 1, 2005. The Company has also performed a valuation at October 1, 2005 using the same methodology. These revised valuations and
the new October valuation can be found in Appendix 1 in the materials provided supplementally with this letter. The Company believes the effects of the changes to the valuations at
December 31, 2004 and May 1, 2005 are not significant. Accordingly, management believes the original values are still reasonable estimates of the value of the Company's equity at those
dates. Please note that the underwriters have revised their estimates for the price range of the Company's stock in the IPO to $3,035 to $3,502, and this adjusted price range has been included in the
revised estimates for August 1, September 1 and October 1. Further discussion of the adjusted ranges is included below.

        As a result of these revisions, stock options granted after May 1, 2005 will have an intrinsic value and the Company will record compensation expense
related to such grants. This compensation expense will be reflected in amendment No. 3 to the Registration Statement. The following table shows the

difference in the original valuation and the revised valuation for the equity value per share for all valuations:

Value Per Share of Equity

Date

Original

Revised

Difference

12/31/2004

$
398

$
408

$
10

5/1/2005

790

831

41

6/30/2005

1,160

2,076

916

8/1/2005

1,330

2,686

1,356

9/1/2005

1,670

2,858

1,188

10/1/2005

N/A

2,972

—

Assumption Changes

        A summary of the assumptions that were revised as a result of management's review of the calculations and the Staff's specific comments
are discussed below.

 Discount for Lack of Control

        The Company eliminated the discount for lack of control for all periods in accordance with the SEC speech referenced by the Staff in
comment 2.

Minority Interest Discount

Date

Original

Revised

12/31/2004

15.0
%
0
%

5/1/2005

15.0
%
0
%

6/30/2005

15.0
%
0
%

8/1/2005

10.0
%
0
%

9/1/2005

7.5
%
0
%

10/1/2005

N/A

0
%

 Size Premium

        In its revised valuations, the Company revisited the size premium used in the discounted cash flow model. As discussed in the
December 31, 2004 valuation, financial studies have shown that, in general, investors require an additional premium for investing in the stocks of "smaller" companies. Based on statistics
published by Ibbotson Associates, empirical evidence suggests that the actual returns for smaller companies (i.e., companies with market capitalizations of approximately $100 million) generally
exceed the returns for larger companies by 640 basis points. Therefore, for an entity of the approximate size of the Company, the data indicated that an additional risk premium of approximately 6.4%
is required in order to determine the value of the Company's equity to potential investors.

        The Company has subsequently determined that due to the revised equity valuations, the appropriate size premium needed to be revisited. As a result of increases
to the Company's enterprise value, in June the Company moved into the 9th decile of company sizes in the Ibbotson study, and in October moved into the 8th
decile of company sizes. The following table shows, for each period, the

company size premium assigned to the Company's equity based on the premiums reflected in the Ibbotson study for comparably-sized companies:

Size Premium

Date

Original

Revised

12/31/2004

6.4
%
6.4
%

5/1/2005

6.4
%
6.4
%

6/30/2005

6.4
%
2.9
%

8/1/2005

6.4
%
2.9
%

9/1/2005

6.4
%
2.9
%

10/1/2005

N/A

2.4
%

 Company-Specific Premium

        As discussed in the December 31, 2004 Clifton valuation, a company-specific premium is an additional risk premium in the Capital
Asset Pricing Model to account for other risk factors such as non-diversification, financial and operating risks, key man dependence, competition, and other company-specific risk factors.
Clifton used the following non-exhaustive list of the considerations specific to the Company in assigning the company-specific premium used in its valuation:

•The Company's limited operating history;

 • The Company's having no history of profitability;

 • The Company's projection of exponential growth in sales from its 2004 levels;

 • The footwear industry being susceptible to rapidly changing consumer demands, preferences, and fashion trends;

 • Management at the Company as of the December 31, 2004 date of valuation being "thin although experienced"; and

 • Even if the Company were to achieve its expected growth in sales, it may not have been able to achieve its projected level of profitability from those
sales.

        Based on their analysis of the specific factors applicable to the Company, it was Clifton's professional opinion that a company-specific premium of approximately
1000 basis points (10%) was required to be added to the Capital Asset Pricing Model at December 31, 2004.

        The company-specific premium has been revised to reflect the gradual progress of the Company towards its IPO and to reflect changes in the risk factors recited
above, and other risk factors specific to the Company, over the relevant time periods. As the date of the IPO moved closer, the rate used for the company-specific premium was reduced. The following
table shows the assumption changes made for each period:

Company-Specific Premium

Date

Original

Revised

12/31/2004

10.0
%
10.0
%

5/1/2005

10.0
%
10.0
%

6/30/2005

10.0
%
7.5
%

8/1/2005

10.0
%
5.0
%

9/1/2005

10.0
%
4.0
%

10/1/2005

N/A

3.0
%

 Terminal Growth Rate

        The Company has adjusted the terminal growth rate from 2.5% to 4.5% as management believes that after revisiting their original
assumptions, the terminal growth rate of 2.5% (which was believed to approximate inflation) used in the original valuations should be higher to reflect the growth nature of the Company. Accordingly, a
terminal growth rate which more closely approximates the expected long-term GDP is being used. The following table shows the assumption changes made for each
period:

Terminal Growth Rate

Date

Original

Revised

12/31/2004

2.5
%
4.5
%

5/1/2005

2.5
%
4.5
%

6/30/2005

2.5
%
4.5
%

8/1/2005

2.5
%
4.5
%

9/1/2005

2.5
%
4.5
%

10/1/2005

N/A

4.5
%

 Treatment of Preferred Shares

        As a result of the Staff's comment 6, the Company has clarified the treatment of the preferred shares in the Company's equity valuation.
The Company has always included the preference shares in the overall equity value calculation. However, the per share value was only calculated on the equity value of the common shares. The Company
has revised the calculation to include a per share value of the Company's equity which includes the preference shares. See Appendix 1 in the materials provided supplementally with this letter
for the new calculation.

 Guideline Company Method

        In the original valuations, the guideline company method was used where multiples from comparable companies during the time period of the
valuation were used to determine the value of the Company's equity. Since the Company did not have a history of profitability at the time of the valuation, only the revenue multiple was used. In the
revised valuations, management revisited their original estimates. Since the Company was profitable through the six months ended June 30, 2005, management believes it is reasonable to
use the EBIT and price earnings multiples as well. The following table shows the assumption changes made for each period:

MVIC/Revenue Multiple

MVIC/EBIT Multiple

Price/Earnings Multiple

Date

Original

Management

Original

Management

Original

Management

12/31/2004

1.1

1.1

N/A

N/A

N/A

N/A

5/1/2005

1.2

1.2

N/A

N/A

N/A

N/A

6/30/2005

1.1

0.8

N/A

7.00

N/A

11.00

8/1/2005

1.1

0.9

N/A

10.00

N/A

16.00

9/1/2005

1.1

0.9

N/A

8.00

N/A

13.00

10/1/2005

N/A

0.9

N/A

9.00

N/A

14.00

 Methodology

        In the original valuations, the Company used its judgment to determine the value of its equity using the Discounted Cash Flow Method,
Prior Transaction Method and Guideline Company Method. For the December 31, 2004 valuation, a weighted-average of the three methods was used, putting more emphasis on the Prior Transaction
Method due to third-party transactions which occurred shortly after December 31, 2004. For the May 1 and June 30, 2005 valuations, only the Discounted Cash Flow

and Guideline Company Methods were used as there were no recent third-party transactions for the Prior Transaction Method. In the revised valuations as of August 1, September 1 and
October 1, 2005, the valuation methods used include a method which takes into account the price range provided by the underwriters. See the response to comment 5 for the discussion on how these
valuations were determined. The Company also notes to the Staff that the underwriters have revised their estimates for the price range of the Company's stock to $3,035 to $3,502. The adjusted price
range has been included in the revised estimates for August 1, September 1 and October 1. The ranges were changed by the underwriters to reflect lower 2006 projections as provided
to the underwriters by management and to reflect a higher multiple range. *** The underwriters increased the multiples applicable to the projections based on their recent experience in market
valuations for similarly-situated companies. See the revised underwriters' valuation at Appendix 3 in the materials provided supplementally with this letter.

*** This material has been redacted pursuant to a request for confidential treatment filed by Faegre & Benson LLP.

 Lack of Marketability Discount

        The Company revised the lack of marketability discount at May 1, 2005 from 10% to 15%. The revision reflects management's
determination that the extent of the decrease in the marketability discount from December 31, 2004 (20%) to May 1, 2005 (10%) was not reasonable because the only significant progress
toward increasing the marketability of the Company's stock was the Company's hiring of the underwriters in contemplation of the IPO. The discounts for the other periods have remained unchanged. The
change in the discount is supported by the Clifton study included in the December 31, 2004 valuation which was previously provided to the Staff (see pages 37-44 of that
valuation) plus additional changes in qualitative factors in that model. The following table shows the assumption changes made for each period:

Lack of Marketability Discount

Date

Original

Revised

12/31/2004

20.0
%
20.0
%

5/1/2005

10.0
%
15.0
%

6/30/2005

10.0
%
10.0
%

8/1/2005

7.5
%
7.5
%

9/1/2005

7.5
%
7.