January 13, 2005

Mail Stop 7010


By U.S. Mail and facsimile to (303) 468-4266

Ronald R. Snyder
President and Chief Executive Officer
Crocs, Inc.
6273 Monarch Park Place
Niwot, Colorado 80503


Re: 	Crocs, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed January 9, 2005
	File No. 333-127526


Dear Mr. Snyder:

      We have reviewed your filing and have the following
comments.
We welcome any questions you may have about our comments or any
other
aspect of our review.  Feel free to call us at the telephone
numbers
listed at the end of this letter.


Summary, page 1

1. Please include in a recent developments section a discussion of
your preliminary results for the year ended December 31, 2005.
This
discussion should include any material events, transactions, and
trends.  If unaudited results are unavailable, please disclose
that
fact and explain why.

Principal and Selling Stockholders, page 82

2. We note your response to comment 4 of our letter dated October
25,
2005.  When filing the amendment containing the prospectus you
intend
to circulate, please provide a representation stating your full
response to comments 23 and 24 of our letter dated September 9,
2005,
as well as that such amendment contains all selling shareholder
information required by Item 507 of Regulation S-K.

Financial Statements
Note 15.  Equity
Equity-Based Compensation, page F-34

3. Please disclose in a footnote the total amount of deferred
stock-
based compensation as of September 30, 2005.  Also, disclose the
dollar impact that its amortization is expected to have on the
fourth
quarter of 2005, the 2006 fiscal year, the 2007 fiscal year, and
remaining periods thereafter.  Please also prominently discuss in
your MD&A with similar quantification this expected future impact
on
your results of operations.

Exhibits

4. We note that you plan to file a number of agreements, including
the underwriting agreement and legal opinion, by amendment.
Please
note that we will review these agreements when they are filed and
may
have comment.  Please take our review and possible comments into
account for your planning purposes with respect to acceleration of
the registration statement.


      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      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 all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  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 the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a 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.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Nudrat Salik, Staff Accountant, at (202)
551-
3692 or Rufus Decker, Accounting Branch Chief, at (202) 551-3769
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Matt Franker, Staff Attorney, at
(202) 551-3749 or me at (202) 551-3760 with any other questions.


Sincerely,



Pamela A. Long
Assistant Director



cc:	Jeffrey A. Sherman, Esq. (via facsimile 303/607-3600)
      Faegre & Benson LLP
      3200 Wells Fargo Center
      Denver, Colorado 80203-4532
??

??

??

??

Ronald R. Snyder
Crocs, Inc.
January 13, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

           DIVISION OF
CORPORATION FINANCE