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                          November 10, 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 September 30, 2021
                                                            Filed November 3,
2021
                                                            Item 2.02 Form 8-K
filed November 3, 2021
                                                            Response Dated
October 20, 2021
                                                            File No. 001-36153

       Dear Ms. Clarken:

              We have reviewed your October 20, 2021 response to our comment
letter 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. Unless we note otherwise, our references to prior comments are
to comments in our
       September 21, 2021 letter.



       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 example of the
proposed reconciliation of Contribution ex-TAC to gross profit
                                                        provided in your
response presents the non-GAAP measure more prominently than the
                                                        comparable GAAP
measure. Please revise the reconciliation to begin with the GAAP
 Megan Clarken
FirstName
Criteo S.A.LastNameMegan Clarken
Comapany 10,
November   NameCriteo
               2021    S.A.
November
Page 2     10, 2021 Page 2
FirstName LastName
         gross profit for equal or greater prominence. Refer to Item
10(e)(1)(i)(A) of Regulation S-
         K and Question 102.10 of the Non-GAAP Financial Measures Compliance
and Disclosure
         Interpretations.
Notes to the Consolidated Financial Statements
Operating Segments, page F-18

2.       You state that your operations constitute one operating and reportable
segment. However,
         we note that you discuss revenue, traffic acquisition costs, and
revenue ex-TAC measures
         by region and solution in the Form 10-K and Forms 10-Q. We also note
that you state
            Revenue ex-TAC, Revenue ex-TAC by Region, Revenue ex-TAC by
Solution, and
         Revenue ex-TAC margin are key measures used by our management and
board of
         directors to evaluate our operating performance, generate future
operating plans and make
         strategic decisions regarding the allocation of capital    in the Item
2.02 Form 8-K for the
         quarter ended September 30, 2021. We further note that you present a
managing director
         for each region in your website. As such, please address the
following:

                Provide us with details about your management structure and how
your company is
              organized;
                Describe the role of your CODM and each of the individuals
reporting to the CODM;
                Describe the role of each of your regional managing directors;
                Describe the key operating decisions, who makes these
decisions, how performance
              is assessed and how resources are allocated within your business;
                Tell us how often the CODM meets with her direct reports, the
financial information
              the CODM reviews in conjunction with those meetings, and the
other participants at
              those meetings;
                Explain how budgets are prepared, who approves the budget at
each step of the
              process, the level of detail discussed at each step, and the
level at which the CODM
              makes changes to the budget; and
                Describe the basis for determining the compensation for each
individual that reports
              to the CODM.
3.       Additionally, describe the financial information reviewed by the CODM
for the purpose
         of allocating resources and assessing performance. Tell us how
frequently that
         information is prepared and reviewed. Also, describe the financial
information reviewed
         by your Board of Directors and how frequently that information is
reviewed.
Form 10-Q for the Quarterly Period Ended September 30, 2021

Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region, page 46

4.       We note your presentation of Revenue ex-TAC by solution as a non-GAAP
financial
         measure. As this non-GAAP performance measure appears to be more akin
to GAAP
         gross profit by solution, please revise your disclosure to:
 Megan Clarken
Criteo S.A.
November 10, 2021
Page 3
                Revise the title to reflect its nature;
                Reconcile this non-GAAP measure to GAAP gross profit by
solution, its most
              directly comparable GAAP financial measure, and present GAAP
gross profit with
              equal or greater prominence wherever Revenue ex-TAC by solution
is disclosed; and
                Expand your disclosure on pages 31 and 47 to explain how
management uses this
              measure and why you believe it provides useful information to
investors regarding
              your liquidity or performance.

         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 Non-GAAP Financial
Measures
         Compliance and Disclosure Interpretations. This comment also applies
to your Item 2.02
         Form 8-K for the fiscal quarter ended September 30, 2021.
       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
November 10, 2021 Page 3                                    Office of Trade &
Services
FirstName LastName