SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 4, 2006

CROCS, INC.

(Exact name of Registrant as specified in its charter)

Registrant’s telephone number, including area code: (303) 468-4260

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 2.02.              Results of Operations and Financial Condition

                On May 4, 2006, Crocs, Inc. (“Crocs,” or the “Company”) issued a press release reporting its earnings for the quarter ended March 31, 2006.  A copy of the press release is furnished as Exhibit 99.1 to this report.

                The attached press release and certain information that Crocs intends to disclose on the conference call scheduled for 4:30 p.m. Eastern Time on May 4, 2006 include certain financial measures not consistent with generally acceptable accounting principles (“GAAP”).  For purposes of Regulation G under the Securities Exchange Act of 1934, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP.  To supplement its consolidated financial statements presented in accordance with GAAP, Crocs uses non-GAAP measures to exclude the impact of share-based compensation expenses with respect to net income and net income per diluted common share.  Crocs uses these measures to monitor and evaluate operating results and trends and to gain understanding of the comparative operating performance of the Company.  These non-GAAP measures are provided to enhance investors’ overall understanding of the company’s current financial performance and of the company’s prospects for the future and to provide further comparative information due to the adoption of the new accounting standard FAS 123(R).  The Company believes these measures enable investors to assess the Company’s performance on the same basis applied by management and to ease comparisons of the Company’s operating performance from period to period and among other companies that separately identify share-based compensation expenses.  Croc’s reference to these measures should be considered in addition to results that are prepared under current accounting standards but should not be considered a substitute for, or superior to, results that are represented as consistent with GAAP.

                Reconciliations of these non-GAAP measures to the most directly comparable GAAP financial measures are included in the attached earnings release and can be found in the financial tables on page 5 of the release and in narrative form in the release where the non-GAAP measure is referenced.

Item 9.01.              Financial Statements and Exhibits.

(d)           Exhibits

                99.1         Press Release dated May 4, 2006.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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