September 24, 2018

Benoit Fouilland
Chief Financial Officer
Criteo S.A.
32 rue Blanche
Paris-France 75009

       Re: Criteo S.A.
           Form 10-K for the Fiscal Year Ended December 31, 2017
           Filed March 1, 2018
           Form 10-Q for the Fiscal Quarter Ended June 30, 2018
           Filed August 2, 2018
           File No. 001-36153

Dear Mr. Fouilland:

      We have reviewed your filing and have the following comment. In our
comment, we
may ask you to provide us with information so we may better understand your
disclosure.

       Please respond to this comment 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
comment applies to your facts and circumstances, please tell us why in your
response.

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

Form 10-Q for the Fiscal Quarter Ended June 30, 2018

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations for the Periods Ended June 30, 2017 and 2018, page 36

1.    Please more fully discuss the "decline in revenue...negatively impacted
by significant
      user coverage limitations, namely [by] Apple's Intelligent Tracking
Prevention (`ITP')
      feature." In this regard, we note from your August 1, 2018 earnings call
that your "simple
      workaround that would mitigate a large part of the issue" had failed and
that you "had to
      absorb a much bigger revenue impact than we had originally anticipated."
We further
      note that this negative impact trend appears to have begun in the third
quarter 2017 after
      Apple launched the ITP blocking feature in September of 2017. However,
there appears
      to be no discussion of this trend in MD&A. To the extent that the loss of
revenue is
 Benoit Fouilland
Criteo S.A.
September 24, 2018
Page 2
         reasonably expected to materially impact consolidated results of
operations, please tell us,
         and revise MD&A in future filings to address:
           the specific facts and circumstances surrounding this loss of
business;
           the anticipated impact on net sales and earnings in fiscal 2018; and
           any measures you are taking to offset the related declines in net
revenues.
         Refer to Item 303(a)(3) of Regulation S-K.


        You may contact Joseph Cascarano, Staff Accountant, at (202) 551-3376
or Robert S.
Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Paul
Fischer, Attorney-
Advisor, at (202) 551-3415 or Kathleen Krebs, Special Counsel, at (202)
551-3350 with any
other questions.




FirstName LastNameBenoit Fouilland                             Sincerely,
Comapany NameCriteo S.A.
                                                               Division of
Corporation Finance
September 24, 2018 Page 2                                      Office of
Telecommunications
FirstName LastName