June 22, 2018

Jeffrey N. Simmons
President and Chief Executive Officer
Elanco Animal Health Inc.
2500 Innovation Way
Greenfield, Indiana 46140

       Re: Elanco Animal Health Inc.
           Draft Registration Statement on Form S-1
           Submitted May 25, 2018
           CIK No. 0001739104

Dear Mr. Simmons:

       We have reviewed your draft registration statement 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 this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 submitted May 25, 2018

Prospectus Summary
Overview, page 1

1.     Please revise to clarify the basis for the statements that you are a
leader in the U.S. in the
       disease prevention category and that you are a leader in providing
alternatives to
       antibiotics.
 Jeffrey N. Simmons
FirstName LastNameJeffrey N. Simmons
Elanco Animal Health Inc.
Comapany NameElanco Animal Health Inc.
June 22, 2018
June 22, 2018 Page 2
Page 2
FirstName LastName
Risks Associated with Our Business, page 10

2.       Please revise the description of your strengths, strategy and risks
factors to ensure a
         balanced presentation. The risk factor discussion should be as
prominent in detail and
         presentation as the discussion of your strengths and strategy. Please
relocate the risk
         factor discussion to immediately follow the discussion of your
strengths, expand each
         bullet to provide additional detail and highlight any risks relating
to the separation and
         changes to your business by addressing them first.
Non-GAAP Financial Measures, page 17

3.       In footnote (d) to your reconciliation of adjusted net income to
reported net loss you
         indicate that "in jurisdictions where the adjustments create net
operating loss positions, we
         applied the applicable tax rate that includes the tax effect of
valuation allowances." As
         most of your non-GAAP adjustments are income adjustments we are
unclear how such
         adjustments could create net operating loss positions. Please explain
in further detail the
         meaning of your disclosure and how you arrived at the tax effect of
adjustments for each
         period presented.
Selected Historical Combined Financial Data, page 56

4.       We note that you have included placeholders for basic and diluted net
(loss) income per
         share as well as basic and diluted weighted average shares outstanding
for each period
         presented in your summary historical financial data on page 15 and
your selected
         historical financial data on page 57. Please tell us how you
calculated the number of
         shares considered outstanding. To the extent the share amounts reflect
the number of
         shares of your common stock expected to be outstanding following the
offering, these
         amounts should be clearly labeled as pro forma and presented for the
latest fiscal year and
         interim period only in the filing.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Research and Development, page 77

5.       Please disclose your research and development expenses incurred by
nature or by product
         for the periods presented, or revise the disclosure to indicate why
disaggregated
         information is not disclosed.
Liquidity and Capital Resources, page 78

6.       Given the significance of your foreign operations, please enhance your
liquidity
         disclosures to quantify the amount of foreign cash and cash
equivalents as of the most
         recent balance sheet date. Please also address the potential impact of
having cash outside
         the United States on your liquidity.
 Jeffrey N. Simmons
FirstName LastNameJeffrey N. Simmons
Elanco Animal Health Inc.
Comapany NameElanco Animal Health Inc.
June 22, 2018
June 22, 2018 Page 3
Page 3
FirstName LastName
Certain Relationships and Related Party Transactions, page 142

7.       You disclose that prior to or concurrently with the completion of the
offering, you intend
         to enter into various agreements with Lilly (e.g., tax matters
agreement, R&D
         collaboration and license agreement). Please disclose in greater
detail the contractual
         obligations and responsibilities of both parties, and the financial
terms of each of the
         agreements. Please also tell us how you considered reflecting the
financial obligations
         under the agreements within your contractual obligations table or in
the note therein on
         page 80.
Report of Independent Registered Public Accounting Firm, page F-2

8.       Please have your auditors revise their report so it is addressed to
your shareholders and
         board of directors, as required by PCAOB Auditing Standard 3101.
Notes to Financial Statements
Note 2   Summary of Significant Accounting Policies, page F-9

9.       On page F-9 you indicate that provisions for returns, discounts and
rebates are established
         in the same period the related sales are recognized. Please provide us
with a roll forward
         of the liability for each estimate for each period presented showing
the following:

             Beginning balance,
             Current provision related to sales made in current period,
             Current provision related to sales made in prior periods,
             Actual returns or credits in current period related to sales in
current period,
             Actual returns or credits in prior period related to sales in
prior period, and
             Ending balance.

         Tell us your consideration of providing this information in your
filing including a
         discussion of the effect that changes in your estimates had on your
revenues and
         operations in your MD&A.
Note 4   Acquisitions, page F-12

10.      We note your disclosure of the total estimated fair value of assets
acquired and liabilities
         assumed from the Galliprant Acquisition on page F-14. It does not
appear that the
         contingent consideration of $43.6 million was included in the total
consideration
         transferred. Please revise or advise.
Note 8   Goodwill and Other Intangibles, page F-19

11.      Given the significance of goodwill and other intangible assets to your
balance sheet,
         please expand to provide robust and comprehensive disclosure regarding
your impairment
         testing policies, including a description of key assumptions used and
how the key
 Jeffrey N. Simmons
Elanco Animal Health Inc.
June 22, 2018
Page 4
      assumptions are determined, and a discussion of the uncertainty
associated with the key
      assumptions and any potential events and/or circumstances that could have
a negative
      effect on the key assumptions.
Note 15   Geographic and Product information, page F-37

12.   You disclose that you operate as a single operating segment. Please tell
us how you have
      assessed whether your five product categories or four geographic regions
represent
      operating segments under ASC 280-10-50-1. Describe the frequency and
contents of the
      discreet financial information for the product categories and/or
geographic regions that is
      regularly reviewed by the CODM to make decisions about resources to be
allocated and
      assess performance.
13.   We note that non-U.S. revenue represented more than 50 percent of total
revenue for all
      periods presented. Please confirm that no single non-U.S. country
represents 10 percent
      or more of total revenue in any of the three years ended December 31,
2017. Refer to
      ASC 280-10-50-41.
Exhibits

14.   We note that you have included "form of" related party agreements in the
Exhibits index.
      Please confirm that final, signed agreements will be filed as exhibits in
a pre-effective
      amendment. Please also confirm that the Senior Notes and credit
agreements to be
      entered into prior to the completion of the offering will also be filed
as exhibits.
General

15.   Please provide us proofs of all graphic, visual, or photographic
information you will
      provide in the printed prospectus prior to its use, for example in a
preliminary prospectus.
      Please note that we may have comments regarding this material.
       You may contact Sisi Cheng at 202-551-5004 or Sharon Blume at
202-551-3474 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Irene Paik at 202-551-6553 or Mary Beth Breslin at 202-551-3625 with
any other
questions.


FirstName LastNameJeffrey N. Simmons
                                                            Division of
Corporation Finance
Comapany NameElanco Animal Health Inc.
                                                            Office of
Healthcare & Insurance
June 22, 2018 Page 4
cc:       Corey R. Chivers - Weil, Gotshal & Manges LLP
FirstName LastName