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                             June 24, 2022

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

                                                        Re: Neogen Corporation
                                                            Amendment No. 2 to
Registration Statement on Form S-4
                                                            Filed June 9, 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 May
27, 2022 letter.

       Amendment No. 2 to Registration Statement on Form S-4

       Non-GAAP Financial Measures, page 69

   1.                                                   We note your non-GAAP
presentation, and have the following comments:

                                                              Please disclose
the purpose management uses the presented non-GAAP financial
                                                            measures. Refer to
Item 10(e)(1)(i)(D) of Regulation S-K or direct us to existing
                                                            disclosure.
                                                              Please revise to
provide the reason(s) that are more substantively specific to you why
                                                            management believes
that each non-GAAP measure disclosed provides useful
                                                            information to
investors in light of the limitations listed on page 70.
                                                              Please include a
presentation, with equal or greater prominence, of the most directly
 John E. Adent
Neogen Corporation
June 24, 2022
Page 2
           comparable GAAP financial measure to Adjusted EBITDA margin.
             You state that Neogen defines Pro Forma EBITDA as "net income"
before interest,
           income taxes, and depreciation and amortization. Please revise to
properly identify
           net income in this instance as "pro forma net income" here and in
the table and
           footnote 2 on page 44.
Information About the Food Safety Business
Intellectual Property, page 94

2.    We note your response to prior comment 3 and the footnote to the table
beginning on page
      94 indicating disclosure in the last column denotes the number of patents
or patent
      applications that are pending or issued in the applicable jurisdiction.
Please revise the
      table so that the disclosure clearly distinguishes patent applications
from issued patents.
Unaudited Pro Forma Condensed Combined Financial Information of Neogen and the
Food
Safety Business, page 102

3.    Your response did not provide the information requested by our prior
comment 7, and
      we reissue the comment. 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.
       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
June 24, 2022 Page 2
cc:       Michael Aiello, Esq.
FirstName LastName