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                               April 18, 2022

       John E. Adent
       President and Chief Executive Officer
       Neogen Corporation
       620 Lesher Place
       Lansing, MI 48912

                                                        Re: Neogen Corporation
                                                            Registration
Statement on Form S-4
                                                            Filed March 17,
2022
                                                            File No. 333-263667

       Dear Mr. Adent:

              We have reviewed your 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-4 filed March 17, 2022

       Cover Page

   1.                                                   Please revise the cover
page to disclose the SpinCo Cash Payment, as disclosed in the
                                                        Q&A on page 15.
       Questions and Answers About the Exchange Offer and the Transactions,
page 5

   2.                                                   Revise to prominently
disclose that the contemplated Separation, Distribution and Merger
                                                        of the Food Safety
Business is structured as a Reverse Morris Trust transaction and that
                                                        this structure is
intended to result in a tax-efficient disposition of the Food Safety Business
                                                        for 3M and 3M
stockholders. Describe what a reverse Morris Trust transaction is and
                                                        briefly discuss why the
parties chose this structure.
 John E. Adent
FirstName   LastNameJohn E. Adent
Neogen Corporation
Comapany
April       NameNeogen Corporation
       18, 2022
April 218, 2022 Page 2
Page
FirstName LastName
Summary , page 19

3.       Revise to clarify that you have summarized all material conditions to
the exchange offer
         and merger in the summary. For example, briefly describe the    other
customary
         conditions,    or clarify that they are not material.
4.       We note your disclosure on page 31 that the consummation of the Merger
is conditioned
         upon the IRS Ruling continuing to be valid and in full force and
effect, as well as the
         receipt by 3M and Neogen of opinions from Wachtell Lipton and Weil,
respectively.
         Please clarify here and elsewhere, as appropriate, the conditions to
the merger that may be
         waived. We note your disclosure on page 20 that 3M may waive any of
the conditions of
         the exchange offer. Revise to highlight the material consequences of
the waiver of any of
         the tax opinions or tax rulings and provide a cross-reference to a
discussion of the
         consequences of these waivers in an appropriate section of the
registration statement.
5.       Please include a summary of the Food Safety Business. Include in your
revisions that the
         Food Safety Business has historically operated as part of 3M   s
Healthcare Business
         Group, as referenced on page 104.
Interest of Certain Persons in the Transactions, page 29

6.       Please revise to clarify what interests the officers and directors of
the various involved
         entities may have in the transactions or benefits they may receive
from the transactions
         that differ from those of 3M or Neogen shareholders generally.
Debt Financing Arrangements, page 31

7.       Please clarify if the terms of the Permanent Financing will become
known prior to the
         time Neogen shareholders are asked to approve the Share Issuance
Proposal.
Summary Risk Factors, page 31

8.       Revise the Summary Risk Factors to more specifically explain the risks
to Neogen of the
         limited resources transferred pursuant to the agreements with 3M and
Neogen's
         reliance on transition services, as outlined in the risk factors
beginning on page 57 and
         discussed on page 84.
Risk Factors
Risks Related to the Combined Company's Business Following the Transactions
The combined company will be subject risks relating to international
operations...., page 52

9.       We note your disclosure that Neogen has discontinued sales into
Russia. To the extent
         material, please describe with greater specificity the current and
anticipated impact of the
         ongoing conflict in Ukraine on your business, including giving
consideration to
         availability of materials, cost of materials, costs and risks
associated with your supply
         chain, impact on margins and on your customers. Additionally, please
place your
 John E. Adent
FirstName   LastNameJohn E. Adent
Neogen Corporation
Comapany
April       NameNeogen Corporation
       18, 2022
April 318, 2022 Page 3
Page
FirstName LastName
         discussion of foreign currency risk on page 54 in appropriate context
with reference to
         foreign currencies in which material operations are transacted and/or
denominated.
Information about the Food Safety Business
Competition, page 82

10.      Revise to provide disclosure regarding the Food Safety Business   s
competitive conditions
         that are material to an understanding of its business. Refer to Item
101(c)(1)(ii) of
         Regulation S-K and Section II.B.2.b. of Securities Act Release No.
10825 (Oct. 8, 2020),
            Modernization of Regulation S-K Items 101, 103 and 105.
Intellectual Property, page 82

11.      Please revise your intellectual property disclosure to clearly
describe on an individual or
         patent family basis the type of patent protection granted for each
product or product line,
         the expiration year of each patent held, and the jurisdiction of each
patent. Please clearly
         distinguish between owned patents and licensed patents. In this regard
it may be useful to
         provide tabular disclosure.
Working Capital, page 82

12.      You state,    the Food Safety Business   s high margin, supported by
strong recurring
         revenue of consumables, generates sufficient cash flow from operations
to support its
         business needs.    Clarify this disclosure in light of any known
trends or other events that
         are reasonably likely to cause a material change in the relationship
between costs and
         revenues, including the contemplated transactions. Similarly, please
expand your
         discussion on page 106 to explain your material Research and
Development activities.
         Refer to Item 303(b)(2)(i) and (ii) of Regulation S-K.
Environmental and Regulatory Considerations, page 83

13.      Please revise to include a description of governmental regulations
applicable to your
         business, including the material provisions of each regulation you
briefly mention in this
         section. To the extent applicable, please disclose the effects of the
Food and Drug
         Administration regulations on your business, including any requirement
for FDA approval
         of your products.
Human Capital, page 83

14.      Clarify whether all of the 470 Food Safety Business employees will be
employed by
         Neogen after the separation and merger transactions are complete,
including the impact of
         any transition periods following the merger. For example, in the next
section, you discuss
         that the Food Safety Business uses several 3M sites around the world
that will not transfer
         as part of the transaction, and that 3M has agreed to provide
transition services. In this
         section, it appears you have not addressed the impact of the merger.
Please revise or
         advise.
 John E. Adent
Neogen Corporation
April 18, 2022
Page 4
Unaudited Pro Forma Condensed Combined Financial Information Of Neogen and The
Food
Safety Business, page 86

15.      Disclose here that the contemplated Separation, Distribution and
Merger transactions are
         structured as a Reverse Morris Trust transaction. In Note 1 to the pro
forma financial
         statements, further explain what a Reverse Morris Trust transaction is
and describe the tax
         consequences and their impact, if any, to the pro forma financial
statements.
Notes To The Unaudited Pro Forma Condensed Combined Financial Information
1) Description of Transaction, page 87

16.      As discussed in the explanatory note, 3M will determine whether the
shares of Garden
         SpinCo common stock will be distributed to 3M stockholders in a pro
rata distribution or
         an exchange offer. You disclose that currently an exchange offer
(split-off) is assumed.
         Revise your disclosure here as well as your Accounting Treatment
section on page 142 to
         explain the accounting treatment for other scenarios, such as by pro
rata distribution, as
         well as the potential Clean-Up Spin-Off scenario. In addition,
disclose the potential
         impact of the various scenarios contemplated on your pro forma
presentation.
2) Basis of Presentation, page 91

17.      You noted that no Autonomous Entity Adjustments have been made to the
pro forma
         presentation as you are unable to estimate the additional costs based
on information
         received to date. However, at closing, you will enter into the
Transition Arrangements
         with 3M and Garden SpinCo, pursuant to which various categories of
services will be
         provided to the Food Safety Business. Please tell us the extent you
expect to include these
         Autonomous Entity Adjustments prior to effectiveness.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of the
Food Safety Business, page 104

18.    We note your disclosure on page 50 that COVID-19 has resulted in raw
material price
       inflation as well as supply chain constraints and disruptions. Please
revise to discuss
       whether increased costs of raw materials and/or supply chain disruptions
materially affect
       your outlook or business goals. Specify whether these challenges have
materially
       impacted your results of operations or capital resources and quantify,
to the extent
       possible, how your sales, profits, and/or liquidity have been impacted.
FirstName LastNameJohn E. Adent
19.    We note your disclosure on page 58 that Neogen will be reliant on 3M for
a period to
Comapany    NameNeogen
       manufacture         Corporation
                      and distribute most of the Food Safety Business
products. Please discuss
       Neogen's
April 18,         estimated
          2022 Page    4     costs and timeline to establish alternative
manufacturing capacity.
FirstName LastName
 John E. Adent
FirstName   LastNameJohn E. Adent
Neogen Corporation
Comapany
April       NameNeogen Corporation
       18, 2022
April 518, 2022 Page 5
Page
FirstName LastName
The Transactions
Background of the Transactions, page 113

20.      Please provide us copies of the board books and any other materials,
         including presentations made by the financial advisor, provided to the
Neogen board or
         management in connection with the proposed transactions.
21.      The disclosure in this section indicates 3M engaged a financial
advisor, but we note that
         3M did not obtain a fairness opinion. Please revise the disclosure on
pages 128-29 or
         elsewhere, as appropriate, to further explain how the 3M board
determined that the
         Transactions were fair to, and in the best interests, of 3M and its
shareholders without a
         fairness opinion. Please expand the risk factors to describe the risks
of 3M not obtaining a
         fairness opinion.
22.      Revise the background section throughout to disclose what other
potential alternatives the
         Neogen board considered in order to grow and enhance Neogen's
business, and at what
         point other strategic alternatives were eliminated from consideration.
For example,
         disclose the number and type of strategic alternatives Mr. Adent
presented to the Neogen
         board at the December 5, 2019 meeting. Clarify whether the purpose of
the meeting that
         day was to choose from among the potential alternatives presented.
Provide similar
         disclosure for the board's February 6 and April 2 Board meetings, as
well as any board
         meetings not specifically mentioned by date in this section.
23.      Revise the background section generally to indicate who acted as the
"representatives
         of Neogen" and "representatives of 3M." For example, if they were
financial advisors or
         members of the management team, so state.
24.      Disclose the agreement in principal with respect to certain material
economic terms
         included in the exclusivity agreement executed on October 3, 2021.
After that agreement,
         revise the discussion to explain and quantify how the negotiations
evolved regarding the
         transition agreements. Please also address in this section, if
material, negotiations
         concerning assets, such as manufacturing facilities, that would be
included in the
         Separation or Asset Purchase. Please also revise the discussion
concerning the November
         16, 2021 board meeting to describe the nature of the adjustments to
the 3M Food Safety
         Business projections.
Opinion of Neogen's Financial Advisor
Selected Public Comparable Companies Analysis, page 132

25.      Please revise to disclose the operational, business and/or financial
characteristics that were
         the selection criteria for inclusion in Centerview   s selected
comparable public companies
         analysis.
 John E. Adent
FirstName   LastNameJohn E. Adent
Neogen Corporation
Comapany
April       NameNeogen Corporation
       18, 2022
April 618, 2022 Page 6
Page
FirstName LastName
Certain Projections, page 134

26.      Revise the heading of this section and any related disclosure to
clarify that you have
         disclose all material projections shared between the parties. In each
case where you
         describe the Neogen Projections, the Neogen Reforecasted Food Safety
Projections and
         the 3M Food Safety Projections, revise to explain the material
assumptions underlying the
         projections and risks to those assumptions. Your disclosure should
include quantitative
         discussion of the assumptions used to generate the projections rather
than merely list
         factors that could impact the figures presented.
Board of Directors and Executive Officers of Neogen Following the Merger;
Operations
Following the Merger, page 139

27.      Please ensure that you have included the information required by Form
S-4 Item 18(a)(7)
         for each person who will serve as a director or an executive officer
of Neogen after the
         consummation of the transactions and file any consents as required by
Securities Act Rule
         438.
U.S. Federal Income Tax Consequences of the Distribution and the Merger, page
203

28.      We note that you have provided a summary of the tax consequences "in
general." Revise
         to state the material tax consequences of the transactions as the
opinion of named
         counsel. Refer to Sections III.C.3 and 4 of Staff Legal Bulletin No.
19 concerning
         assumptions and opinions subject to uncertainty.
29.      On page 205, you state that the disclosure is    for general
information only and is not tax
         advice"and on page 207 you state that investors should    consult
their own tax advisors as
         to the specific tax consequences of the distribution and the merger to
that stockholder . . .
         including the effect of any U.S. federal tax laws and changes in
applicable tax laws.
         Investors are entitled to rely on your disclosure. Revise to eliminate
these inappropriate
         disclaimers. You may recommend that investors consult their own
advisors with respect to
         consequences of the transactions that could vary based on their
particular circumstances.
         For guidance, refer to Section III.D. of Staff Legal Bulletin No. 19.
Exhibits

30.      Confirm that the    form of    material agreements in the Exhibits
index will be replaced
         with final, signed agreements in a pre-effective amendment.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 John E. Adent
Neogen Corporation
April 18, 2022
Page 7

       You may contact Ibolya Ignat at 202-551-3636 or Sasha Parikh at
202-551-3627 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Abby Adams at 202-551-6902 or Christine Westbrook at 202-551-5019 with
any other
questions.



                                                         Sincerely,
FirstName LastNameJohn E. Adent
                                                         Division of
Corporation Finance
Comapany NameNeogen Corporation
                                                         Office of Life
Sciences
April 18, 2022 Page 7
cc:       Michael Aiello, Esq.
FirstName LastName