SecProbe.io

Mail Stop 3720

September 7, 2016

Eric Eichmann
Chief Executive Officer
Criteo S.A.
32 rue Blanche
Paris, France 75009

Re: Criteo S.A.
Form 10 -K for Fiscal  Year Ended December 31, 2015
Filed February 29, 2016
Form 10 -Q for Fiscal  Quarter Ended June 30, 2016
Filed August 5, 2016
  File No. 001 -36153

Dear Mr. Eichmann:

We have reviewed your filings and have the following comments.  Please comply with
these comments in future filings.  Confirm in writing that you will do so.  In some of our
comments, we may ask you to provide us with information so we may better understan d your
disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please t ell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2015

Business

Our Clients, page 13

1.  We note that you count specific brands or divisions wi thin the same business as  distinct
clients so long as those entities have separately signed insertion orders with  you.  Please
clarify whether your business is dependent upon a group of affiliated  customers
constituting an aggregate amount equal to 10 perc ent or more of your  consolidate d
revenues.  Please refer to Item 101(c)(1)(vii) of Regulation S -K.

Eric Eichmann
Criteo S.A.
September 7 , 2016
Page 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview, page 65

2.  We note that you changed your method to measure your clients’ sales and your  clients’
post-click sales in 2015.  Please discuss the reasons for and timing of the  change in ho w
you calculate these metrics.  Explain how the changes have resulted in  fewer client sales
and post -click sales under the  new method versus the prior method.

3.  We note your discussions throughout various earnings calls that you are making  progress
in the export business in China and that your data center in Shanghai is fully  operational.
We further note disclosure in you r compensation discussion and analysis  that the board of
directors considered the strong momentum in the company’s  Chinese export business
when assessing whether the company achieved its functional  goals for purpose s of the
executive bonus plan.  Please co nsider enhancing your  MD&A to provide investors with
updates on the progress of your export and  domestic business in China.  Please also
consider expanding risk factor disclosure  regarding operational and regulatory challenges
related to your expansion into China.

Note 17. Nature of Expenses Allocated to Cost of Revenue, page F -38

4. We note on page 68 that salaries, bonuses, share -based compensation, pension benefits
and other personnel -related costs accounted for a significant portion of your operating
expenses.  We further note in your disclosure on page 6 that you have over 700
professionals dedicated to operating and constantly enhan cing your technology platform.
However, as indicated on page F -38, cost of revenue does not include the costs of such
personnel, nor their efforts towards customized client solutions, but only the costs of the
data center equipment and hosting services infrastructure that they operate.  Please tell us
why such personnel costs incurred to generate revenue are not included i n cost of
revenue.

Form 10 -Q for Fiscal Quarter Ended June 30, 2016

Revenue, pages 29 and 30

5. During your first quarter earnings call, you attributed a significant portion of your
revenue growth to your in -app mobile business and dynamic product ads, much of it
driven by Facebook.  Considering that in late May Facebook announced that it was
shuttering its FBX ad exchange, on which you deliver targeted e -commerce ads for your
clients, tell us and disclose how this will impa ct your future revenue growth.  In this
regard, we note that you reiterated your financial outlook for fiscal year 2016 as provided
on February 10, 2016 during your second quarter earnings call.

Eric Eichmann
Criteo S.A.
September 7 , 2016
Page 3

 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 Exchange Act of
1934 and all applicab le 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 disclosures 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 disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceedin g initiated by
the Commission or any person under the federal securities 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 questi ons regarding our
comment s on the financial statements and related matters.  Please contact Lahdan Rahmati, Law
Clerk, at (202) 551 -8199, or Kathleen Krebs, Special Counsel, at (202) 551 -3350, or me at (202)
551-3810 with any other questions.

Sincerely,

/s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Of fice 11 – Telecommunications