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                           September 21, 2021

       Megan Clarken
       Chief Executive Officer
       Criteo S.A.
       32 Rue Blanche
       Paris, France 75009

                                                        Re: Criteo S.A.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2020
                                                            Filed February 26,
2021
                                                            Form 10-Q for the
Quarterly Period Ended June 30, 2021
                                                            Filed August 4,
2021
                                                            Item 2.02 on Form
8-K
                                                            Filed August 4,
2021
                                                            File No. 001-36153

       Dear Ms. Clarken:

             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 the 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 the comment, we may have additional comments.



       Form 10-K for the Fiscal Year Ended December 31, 2020

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Revenue Excluding Traffic Acquisition Costs, page 67

   1.                                                   Your non-GAAP
performance measures Revenue ex-TAC on a consolidated basis and by
                                                        region disclosed in
this section and throughout your filing, and Revenue ex-TAC margin
                                                        disclosed in your
earnings release appear to be more akin to gross profit. Please:
                                                            Revise the titles
of these non-GAAP measures to reflect their nature;
                                                            Reconcile Revenue
ex-TAC to gross profit, which appears to be the most directly
                                                             comparable GAAP
financial measure on the consolidated and regional bases;
 Megan Clarken
Criteo S.A.
September 21, 2021
Page 2
               Disclose the most directly comparable GAAP measure with equal or
greater
             prominence wherever the consolidated and regional Revenue ex-TAC
non-GAAP
             measures are disclosed; and
             Disclose the ratio or measure as calculated using the most
directly comparable GAAP
             financial measure wherever Revenue ex-TAC margin is disclosed.
         We refer you to Item 10(e)(1)(i) of Regulation S-K, footnote 27 of SEC
Final Rule
         Release No. 33-8176, and Question 102.10 of the Division's Non-GAAP
Financial
         Measures Compliance and Disclosure Interpretations. This comment also
applies to your
         Form 10-Q and Item 2.02 Form 8-K for the fiscal quarter ended June 30,
2021.
        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 Keira Nakada at 202-551-3659 or Suying Li at
202-551-3335 with any
questions.



FirstName LastNameMegan Clarken                            Sincerely,
Comapany NameCriteo S.A.
                                                           Division of
Corporation Finance
September 21, 2021 Page 2                                  Office of Trade &
Services
FirstName LastName