SecProbe.io

October 2, 2014

Via E -mail
Dr. Pierre -Henri Benhamou
Chairman and Chief Executive Officer
DBV Technologies S.A.
Green Square -Bâtiment D
80/84 rue des Meuniers
92220 Bagneux France

Re: DBV Technologies, S.A.
Registration Statement on Form F -1
Filed September 22, 2014
  File No. 333 -198870

Dear Dr. Benhamou :

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
circumstanc es or do not believe an amendment is appropriate, please tell us why in your
response.

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

Manage ment’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Conditional Advances, page 69

1. Please refer to prior comment 3 and address the following additional comments:

 Tell us why it is appropriate to recognize the conditional advances as a financial
liability under IAS 32 and IAS 39.  Also, tell us why the amount of the
conditional advance in excess of the minimum amount repayable, if the project is
a failure, is not a forgivable loan un der paragraph 10 of IAS 20;

 Assuming you can substantiate why accounting under IAS 32 and IAS 39 is
appropriate, tell us how the amount of the liability you record represents its fair
value, as required by paragraph 43 of IAS 39.  Also, explain how the p robability

Dr. Pierre -Henri Benhamou
DBV Technologies S.A.
October 2, 2014
Page 2

 of attaining only partial technical or commercial success or having a failure for
the underlying project is considered in determining fair value;

 Tell us why it is appropriate to deem that the project will be a total technical or
commercial su ccess, when the conditions for success are not specified in the
contract and are subject to the sole discretion of the OSEO; and

 Tell us the “minimum amount” due to OSEO in the event  of project failure.  Also,
tell us the amounts due and timing under the “specified repayment schedule” that
are subject to renegotiation for projects deemed to be only a partial success .

Notes to Financial Statements
Note 3: Accounting Principles
3.1 In tangible Assets, page F -10

2. Please revise your disclosure regarding the potential capitalization as internally -
developed intangible assets in your research and development expenses section to clarify
that only development expenses may be capitalized, as st ipulated in paragraph 57 of IAS
38.  Otherwise, please tell us how your policy complies with IFRS.

Note 11: Financial Liabilities, page F -22

3. Please disclose the discount rates applied to each conditional advance presented in the
table on page F -23. Also,  explain the factors underlying the difference between funding
for the Fourth OSEO Advance of €3,206,162 and related repayments €3,750,000.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certai n 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 acc uracy
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 from 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

Dr. Pierre -Henri Benhamou
DBV Technologies S.A.
October 2, 2014
Page 3

  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.

You may contact Frank Wyman  at (202) 551 -3660  or Mark Brunhofer  at (202) 551 -3638
if you have questions regarding comments on the financial statements and related matters.
Please contact Scot Foley  at (202) 551 -3383, John Krug at (202) 551 -3862 or me at (202) 551 -
3715  with any other questions.

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey P. Riedler
Assistant Director

cc:  Mitchell S. Bloom , Esq.
Michael H. Bison, Esq.
Goodwin Procter LLP
Exchange Place
55 State Street
Boston, MA 02109