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                              May 27, 2022

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

                                                        Re: Neogen Corporation
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed May 5, 2022
                                                            File No. 333-263667

       Dear Mr. Adent:

             We have reviewed your amended 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.
Unless we note
       otherwise, our references to prior comments are to comments in our April
18, 2022 letter.

       Amendment No. 1 to Registration Statement on Form S-4

       Summary, page 20

   1.                                                   We note the added
disclosure in response to comment 5. Please expand the brief summary
                                                        of the food safety
business to provide additional detail about they type of products falling
                                                        under the "food safety
solution" umbrella.
       Summary Risk Factors, page 36

   2.                                                   We reissue comment 8.
Please revise the summary risk factor to briefly explain the risks
                                                        associated with the
fact that Neogen is acquiring a "global leading company," but
                                                        only acquiring a subset
of the resources that are currently used to run those aspects of
                                                        the company, pursuant
to transition agreements that have not been finalized and may not
 John E. Adent
FirstName  LastNameJohn E. Adent
Neogen Corporation
Comapany
May        NameNeogen Corporation
     27, 2022
May 27,
Page 2 2022 Page 2
FirstName LastName
         provide ongoing robust support, as outlined in the risk factors now on
pages 61-62.
Intellectual Property, page 88

3.       We reissue comment 11. Our comment allowed for disclosure on a
patent-family basis,
         rather than for individual patents. Please revise to provide the
information in table form
         by patent family, as the pie graphs do not adequately show, for
example, which product
         categories are covered by issued or pending patents and in which
jurisdiction(s) and
         related expiry.
Regulatory Considerations, page 89

4.       We reissue comment 13. Please expand this section to describe the
material
         governmental regulations governing the food safety business. Refer to
Item 101(c)(2)(i)
         of Regulation S-K.
Unaudited Pro Forma Condensed Combined Financial Information of Neogen and the
Food
Safety Business , page 92

5.       We note on page 228 that 3M's Quarterly Report on Form 10-Q filed with
the SEC on
         April 26, 2022 has been incorporated by reference. Accordingly, please
update your filing
         to include the combined financial statements for the Food Safety
Business as of March 31,
         2022 or tell us your basis for not providing these financial
statements citing authoritative
         literature. In addition, please update your Pro Forma Financial
Statements to include the
         historical financial information for the Food Safety Business as of
March 31, 2022, or tell
         us your basis as to why an update is not required. Refer to Article
11-02(c) of Regulation
         S-X.
6.       You disclose on page 118 that on or around the effective time of the
Merger, 3M and
         Neogen will complete the sale of certain assets and liabilities of the
Food Safety Business
         directly from certain subsidiaries of 3M to certain subsidiaries of
Neogen for cash in lieu
         of such assets and liabilities being transferred to Garden SpinCo in
connection with the
         Contribution. Please more fully describe what these certain assets and
liabilities are and
         what relationship they have with the Food Safety Business as it was
historically managed
         and operated. Also, tell us whether these assets and liabilities are
included in the historical
         financial statements of the Food Safety Business and the reasons why
or why not and
         how, if at all, they are depicted in the pro forma financial
information.
7.       In order to help us further evaluate your pro forma financial
information, please analyze
         for us whether the transition arrangements described beginning on page
194 and the other
         four agreements described beginning on page 193 are required to be
given pro forma
         effect pursuant to Rule 11-01 of Regulation S-X. In your response,
please clarify how that
         pro forma effect would be computed.
 John E. Adent
Neogen Corporation
May 27, 2022
Page 3
Management's Discussion and Analysis of Financial Condition and Results of
Operations of the
Food Safety Business
Overview, page 110

8.    We note the response to comment 18 and the revised disclosure concerning
the impact of
      the pandemic, inflation, and other factors as of December 31, 2021. We
reissue the
      comment. We note, for example, that the Food Safety Business has reported
financial
      information for the period ended March 31, 2022. Revise to update this
information.
9.    We note the response to comment 19 and the revised disclosure in the risk
factor on page
      62. Provide this added disclosure in the Summary, where you address
Information About
      the Food Safety Business, and in the Summary Risk Factors.
Results of Operations, page 112

10.   We note your revised disclosure in response to comment 12. Further revise
the discussion
      of research and development expenses here to provide meaningful
disclosure regarding
      the changes from 2020 to 2021. Revise the references to "customer-facing
application
      engineers," "disruptive automation technologies enabling integrated
solutions" and the
      generic description "integrated solutions still under development" to
provide context or
      further explanation.
       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
May 27, 2022 Page 3
cc:       Michael Aiello, Esq.
FirstName LastName