SecProbe.io

January 30, 2015

Via E -mail
Mr. Benoit Fouilland
Chief Financial Officer
Criteo S.A.
32 rue Blanche
75009 Paris, France

Re: Criteo S.A.
Form 20-F for the Year Ended  December 31, 2013
Filed March 6 , 2014
Response dated January 6, 2015
  File No. 001-36153

Dear Mr. Fouilland :

 We have  reviewed your response letter and have the following comments.  As noted in
our letter dated December 5, 2014 , we have  limited our review to only your financial statements
and related disclosures and do not intend to expand our review to other portions of your
documents.  Please comply with the following comments in future filings.  Confirm in writing
that you will do so and explain to us how you intend to comply.   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 within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, w e may
have  additional comments.

Revenue, page 72

1. We note your response to comment 4.   Please tell us whether key performance indicators
reviewed by management include clicks and conversion and related metrics for mobile.
If so, please explain to us wheth er such data would be helpful in your investors’
understanding of material trends affecting your business growth and the effectiveness of
your mobile solutions.  In this regard, we note from your website at
http://www.criteo.com/what -we-do/products/  that “with more than 34% of retail
commerce sales from mobile devices*, marketers need to drive clicks and conversions
via mobile and tablets.  Criteo’s next generation mobile banners can help reach thos e
mobile users through mobile websites or mobile apps.”

Mr. Benoit Fouilland
Criteo S.A.
January 30, 2015
Page 2

Cost of  Revenue, page 72

2. We note your response to comment 5.  We understand that revenue ex -TAC is a key
measure of your business activity.  However, such presentation should not be given more
prominence than the results of your operations measured from a GAAP perspective as
reported in your financial statements.  If you know of events that caused or will cause a
material change in the relationship between costs and revenues, the change in the
relationship should be disclosed.  Refer to Items 10 and 303(a)(3) (ii) of Regulation S -K.

Note 3 - Principles and Accounting Methods

Revenue Recognition, page F -16

3. We note your response to comment 6.  In your response, you addressed only the Criteo
Engine offering.  We understand from your website at www.criteo.com/what -we-
do/technology/  and from various press accounts that you also offer the Criteo
Performance Optimization Platform (CPOP) .  Per your description of this product in a
2010 press release, “Criteo Performance Optimization Platform provides display
advertisers and agencies the ability to define their retargeting campaign cost -per-click
(CPC), down to the category level. The plat form's industry -first self -service  CPC bidding
capabilities drive unprecedented ROI via a real -time bidding interface and product -
specific granularity.”  Citing the guidance in IAS 18 including paragraph 21 of the IAS
18 Illustrative Examples, please tell us how you recognize revenues from the Criteo
Performance Optimization Platform.  In addition, please tell us the total CPOP revenues
for 2013, 2012 and 2011.

Operating Segments, page F -17

4. Please revise to include entity -wide disclosures about your prod ucts and services.  Refer
to paragraph 32 of IFRS 8.  Please provide us with the proposed disclosures.

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 inform ation the Securities Exchange Act of
1934 and all applicable Exchange 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 disc losures they have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclo sure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Mr. Benoit Fouilland
Criteo S.A.
January 30, 2015
Page 3

  the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal s ecurities laws of the United States.

You may contact Kathryn Jacobson , Senior Staff Accountant, at (202)  551-3365  or Dean
Suehiro , Senior Staff Accountant , at (202) 551 -3384  if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551 -3810 with any
other questions.

Sincerely,

/s/ Robert S. Littlepage, for

Larry Spir gel
Assistant Director

cc: Via E -Mail
Nicole Kelsey
Criteo S.A.

Nicole Brookshire
Cooley LLP