FORM 4/AUNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SHARP RICHARD L

(Last)(First)(Middle)
9020 STONY POINT PARKWAY, SUITE 180

(Street)
RICHMONDVA23235

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Crocs, Inc. [CROX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/26/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
06/30/2008
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock (1) 06/26/2008 A  11,494 A (2) 11,494 D  
Common Stock         800,000 (3) I By The RLS Trust (4)
Common Stock         116,810 (3) I By BES & RS, LLC (4)
Common Stock         116,810 (3) I By EGG & RS, LLC (4)
Common Stock         116,810 (3) I By RBG & RS, LLC (4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $ 8.7 06/26/2008 A  10,000   (5)06/25/2015 Common Stock 10,000 $ 0 10,000 D  
Explanation of Responses:
1. This Form 4 amends and restates in its entirety the Form 4 filed on June 30, 2008 to correct the total value of the common stock granted to the reporting person on June 26, 2008 from $10,000 to $100,000.
2. Pursuant to the issuer's 2007 Equity Incentive Plan, the board of directors granted $100,000 of common stock to each non-employee director, based on the $8.70 closing price of the common stock on June 26, 2008, as quoted on the NASDAQ Global Select Market.
3. On June 15, 2007, the common stock of the issuer split 2-for-1, resulting in the reporting person's indirect ownership of 575,215 additional shares of common stock.
4. Mr. Sharp is the sole trustee of The RLS Trust and is the sole manager of each of BES & RS, LLC, EGG & RS, LLC and RBG & RS, LLC, and he exercies voting and investment power over all of the shares beneficially owned by the trust and each company.
5. This option vests in four equal installments on the dates of the next four annual meetings of stockholders, beginning with the annual meeting of stockholders in 2009.
/s/ Jason Day, Attorney in Fact07/10/2008
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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