SecProbe.io

October 18, 2013

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

Re: Criteo S.A.
Amendment No. 2 to Registration Statement on Form F-1
Filed October 10, 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 your
response.

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

French Tax Consequences, page 205

1. Please remove the statement indicating that this disclosure “is intended only as a general
summary” and disclose that it is counsel’s opinion.  Also, in the disclosure that appears
on page 206, remove the disclaimer indicating that the disclosure “does not constitute a
legal opinion or tax advice.”

Exhibit  5.1

2. Please revise t o include an opinion indicating whether the ordinary shares will, when
sold, be non -assessable.

Paul Wensel
Criteo S.A.
October 18 , 2013
Page 2

 Exhibit 8.1

3. Revise the assumption indicating that “all parties had the power, corporate or other, to
enter into and perform all obligations thereunder” to l imit the assumption to parties other
than the registrant.  In the next to last paragraph, please state that the disclosure of the
French tax consequences is counsel’s opinion instead of indicating that the disclosure
“present[s] fair summaries of the mater ial French tax consequences.”

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules  require.   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 you reque st acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, i t 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 respon sibility 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 reque sts 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 Securitie s 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 effectiv e date of the
registration statement.

Paul Wensel
Criteo S.A.
October 18 , 2013
Page 3

 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/ Kathleen Krebs, for

Assistant Director
Larry Spirgel

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