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                                                           September 5, 2018

Carrie Teffner
Chief Financial Officer
Crocs, Inc.
7477 East Dry Creek Parkway
Niwot, Colorado 80503

       Re: Crocs, Inc.
           Form 10-K for the year ended December 31, 2017
           Filed February 28, 2018
           File No. 000-51754

Dear Ms. Teffner:

       We have reviewed your filing 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 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 tell us why in your
response.

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

Form 10-K for the year ended December 31, 2017

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Known or Anticpated Trends, page 27

1.    We note your disclosure that in 2017 you identified annual reductions in
SG&A in the
      amount of $75 to $85 million. Please also provide the footnote
disclosures required by
      ASC 420-10-50 related to your restructuring activities.
Results of Operations
Income Tax Expense, page 31

2.    We note your disclosure that your effective tax rate was favorably
impacted by $32.4
      million related to the "US tax on foreign earnings" line item. This
impact appears to be
      driven by the newly enacted Tax Law, which resulted in the reversal of
previously
 Carrie Teffner
Crocs, Inc.
September 5, 2018
Page 2
         identified taxes associated with undistributed earnings and profits
attributable to foreign
         subsidiaries. On page 31, you state that the total impact of this
benefit is offset by a
         corresponding change in the valuation allowance. It is ultimately not
clear how the
         valuation allowance impact is offsetting the impact of the benefit.
Given that the benefit
         resulted from the reversal of a previously recognized deferred tax
liability, please tell us
         what the underlying facts were that drove the increase in your
valuation allowance. Your
         total valuation allowance only negatively impacted your effective tax
rate by $24.4
         million with another $4.2 million impacting your cumulative
translation adjustment based
         on your disclosures on page F-27. As such, it is not clear how the
change in the valuation
         allowance offset the reversal of the $32.4 million. Please clarify.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        You may contact Ameen Hamady at 202-551-3891, or in his absence Terence
O'Brien at 202-551-3355 if you have questions regarding comments on the
financial statements
and related matters. Please contact Edward Kelly at 202-551-3728 or Asia
Timmons-
Pierce at 202-551-3754 with any other questions.



                                                               Sincerely,
FirstName LastNameCarrie Teffner
                                                               Division of
Corporation Finance
Comapany NameCrocs, Inc.
                                                               Office of
Manufacturing and
September 5, 2018 Page 2                                       Construction
FirstName LastName
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