May 28, 2019

Wetteny Joseph
Senior Vice President and Chief Financial Officer
Catalent, Inc.
14 Schoolhouse Road
Somerset, NJ 08873

       Re: Catalent, Inc.
           Form 10-K for the Fiscal Year Ended June 30, 2018
           Filed August 28, 2018
           Form 10-Q for the Quarterly Period Ended December 31, 2018
           Filed February 5, 2019
           Form 10-Q for the Quarterly Period Ended March 31, 2019
           Filed May 7, 2019
           File No. 001-36587

Dear Mr. Joseph:

       We have limited our review of your filings to the financial statements
and related
disclosures 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.

Form 10-K for the Year Ended June 30, 2018

15. Segment and Geographic Information, page 114

1.    You have disclosed on page 48 in the filing that EBITDA from continuing
operations is a
      non-GAAP measure. Further, the measure does not appear to be a subtotal
of your
      combined Segment EBITDA in reconciling your segment measure of profit and
loss to
      your consolidated earnings/(loss) from continuing operations. Please tell
us how your
      presentation of and reconciliation of EBITDA from continuing operations
in this footnote
      complies with Regulation S-K10(e)(ii)(C) and the disclosure requirements
of ASC 280-
      10-50-29(b) and 30(b), or revise accordingly.
 Wetteny Joseph
FirstName LastNameWetteny Joseph
Catalent, Inc.
Comapany NameCatalent, Inc.
May 28, 2019
May 28, 2019 Page 2
Page 2
FirstName LastName
Form 10-Q for the Quarterly Period Ended December 31, 2018

Notes to Unaudited Consolidated Financial Statements
1. Basis of Presentation and Summary of Significant Accounting Policies
Recent Financial Accounting Standards
Recently Adopted Accounting Standards, page 12

2.       Upon adoption of ASC 606 (ASU 2014-19), you recorded a cumulative
effect adjustment
         to the fiscal 2019 opening balance of your accumulated deficit, which
decreased
         beginning accumulated deficit by $15.1 million. You noted that the
adoption resulted in
         three primary changes as compared to the previous revenue recognition
guidance. Please
         tell us the amount related to each of these policy changes included in
the cumulative effect
         adjustment. Also, explain to us how the cumulative effect adjustment
relates to the $18.6
         million year-to-date impact of adoption disclosed on page 12.
2. Revenue Recognition
Development Services Revenue, page 15

3.       In the second paragraph under this heading, as well as under the
header 'Clinical Supply
         Services Revenue', you state "In other arrangements, revenue is
recognized when the
         customer has taken legal title to or accepted the product or service
deliverable and the
         Company has a right to payment based on the terms of the arrangement."
Please clarify
         for us when the customer takes legal title and what determines whether
control is
         transferred when customer has taken legal title versus when it has
accepted the product or
         service deliverable. Consider providing us proposed revised
disclosure, as necessary.
Manufacturing & Commercial Product Supply Revenue, page 15

4.       Your timing of revenue recognition from when the product is delivered
to when the
         product quality release testing procedures are completed changed upon
adoption of ASC
         606, as it appears this is the point in time you have determined that
control has been
         transferred to the customer. Please address the following:
           Confirm that our understanding of your revenue recognition policy
             for manufacturing and supply of commercial product, as noted in
the first sentence of
             this comment, is accurate. If not, please clarify your policy for
us in your response.
           It appears that shipping and handling activities are performed after
a customer obtains
             control of the product. Provide us proposed disclosure to be
included in future filings
             under ASC 606-10-25-18B with regards to the disclosure
requirements in paragraphs
             50-1 through 50-6 of ASC 235-10 or tell us why you do not believe
this disclosure is
             required.
           Tell us the approximate time from when you have completed the
quality assurance
             process to when the product is shipped to the customer.
 Wetteny Joseph
FirstName LastNameWetteny Joseph
Catalent, Inc.
Comapany NameCatalent, Inc.
May 28, 2019
May 28, 2019 Page 3
Page 3
FirstName LastName
5.       Please provide us your basis under ASC 606 to support your accounting
for commercial
         supply contract cancellations, specifically addressing the difference
in accounting from
         ASC 605 to ASC 606 (i.e. why this is recognized as variable
consideration as the
         Company's performance obligations are satisfied rather than only upon
agreement of the
         amount with the customer), citing specific accounting guidance.

         In addition, we noted your discussion in your earnings call for the
first quarter ended
         September 30, 2018 regarding a contract that was canceled. In this
regard, tell us:
           where you disclosed this cancellation and its accounting in your
filing and if not
             disclosed, why not.
           tell us what impact your accounting had on the cumulative adjustment
recorded to
             retained earnings upon adoption of ASC 606.
           tell us your accounting for this cancellation citing specific
accounting guidance to
             support your accounting.
           explain to us your consideration of question 100.04 of the
Compliance & Disclosure
             Interpretations for Non-GAAP Financial Measures, updated April 4,
2018, in adjusting
             for this amount when determining your Adjusted EBITDA as reported
in your Form 8-
             K furnished on October 31, 2018.
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Liquidity and Capital Resources
Cash Flows
Operating Activities, page 44

6.       You state that one of the factors that caused the decrease in your
cash provided by
         operating activities for the six months ended December 31, 2018 was
due to a higher
         collection of receivables during the corresponding prior-year period.
In this regard, it
         appears that your days sales outstanding rose significantly from the
quarter ended
         December 31, 2017 to the quarter ended December 31, 2018. Please
explain to us, in
         reasonable detail
         the reason(s) for the change in days sales outstanding.

Form 10-Q for the Quarterly Period Ended March 31, 2019

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Three Months Ended March 31, 2019 Compared to the Three Months Ended March 31,
2018
Segment Review
Oral Drug Delivery segment, page 37

7.       You disclosed that you recorded $12.3 million of accelerated
amortization related to a
 Wetteny Joseph
Catalent, Inc.
May 28, 2019
Page 4
         product participation licensing rights within your Oral Drug Delivery
segment in the three
         months ended March 31, 2019. In this regard, you disclosed that:
           "Revenue without acquisitions increased 1%, primarily driven by a
favorable impact
            of 8% from product participation profit accelerated into the third
quarter...";
           "Segment EBITDA without acquisitions increased 8%, primarily due to
a favorable
            impact of 29% from product participation profit accelerated into
the third quarter...";
            and
           "Selling, general, and administrative expenses further increased by
$12 million from
            accelerated amortization related to product participation licensing
rights within our
            Oral Drug Delivery segment..."

         You also noted that Softgel Technologies' Segment EBITDA decrease was
related to "a
         reduction of product participation profit of 3%..."
         Further, you disclosed that organic revenue growth and segment EBITDA
growth are
         measures used to show current year sales and earnings from existing
operations and
         include joint ventures and revenue from product-participation-related
activities entered
         into within the year.

         Please provide us the following information with regards to your
product-participation-
         related activities :
           what this activity entails and
           your accounting policy related to this revenue stream.
       In closing, 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 Sasha Parikh at 202-551-3627 or Rolf Sundwall at
202-551-3105 with
any questions.



FirstName LastNameWetteny Joseph                              Sincerely,
Comapany NameCatalent, Inc.
                                                              Division of
Corporation Finance
May 28, 2019 Page 4                                           Office of
Healthcare & Insurance
FirstName LastName