FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person * SHARP RICHARD L   2. Issuer Name and Ticker or Trading Symbol Crocs, Inc. [CROX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 9020 STONY POINT PARKWAY, SUITE 180 3. Date of Earliest Transaction (Month/Day/Year) 06/26/2008 (Street) RICHMOND, VA 23235 4. If Amendment, Date Original Filed(Month/Day/Year) 06/30/2008 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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) Code V Amount (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)

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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 Security

3. 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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SHARP RICHARD L 9020 STONY POINT PARKWAY, SUITE 180 RICHMOND, VA 23235	X

Signatures

/s/ Jason Day, Attorney in Fact		07/10/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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