SecProbe.io

September 26, 2013

Via Email
Mr. Paul Wensel
General Counsel
Criteo S.A.
32 Rue Blanche
75009 Paris, France

Re: Criteo S.A.
Registration Statement on Form F-1
Filed September 18, 2013
  File No. 333-191223

Dear Mr. Wensel :

We have reviewed your 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 amending your registration statement and providing the
requested information .  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 yo ur
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Lock -Up Agreements, page 198

1. We note that the lock -up agreements executed by yo ur directors and executive officers
and the other shareholders, are “subject to certain limited exceptions.”  Please briefly
describe the exceptions.

Exhibits 10.7 and 10.8

2. It appears that you should file full English translations of these exhibits or advise us you
are not required to provide them.  Please refer to Rule 403(c) of Regulation C, Item
601(b)(10) of Regulation S -K and Instructions as to Exhibits to Form 20 -F.

We urge all persons who are responsible for the accuracy and adequacy of the di sclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

Paul Wensel
Criteo S.A.
September 26, 2013
Page 2

 possession of all facts relating to a company’s disclosur e, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement f rom the company
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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as 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.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

You may contact Joseph Kempf, Senior Staff Accountant , at 202-551-3352  or Ivette
Leon, Assistant Chief Accountant , at 202-551-3351  if you have questions regarding comments
on the financial statements and related matters.   Please contact Kate Beukenkamp, Attorney -
Advisor,  at 202-551-6971  or Celeste M. Murphy, Legal Branch Chief,  at 202-551-3257  with any
other questions.

Sincerely,

 /s/ Celeste M. Murphy for

Assistant Director
Larry Spirgel

cc:   Via Email
 Nicole Brookshire, Esq.
 Stephane  Levy, Esq.
 Cooley LLP