Mail Stop 0610					November 16, 2005

Mr. Richard M. Marsh, Secretary
Myriad Genetics, Inc.
320 WakaraWay
Salt Lake City, Utah 84108

Re:	Myriad Genetics, Inc.
	Preliminary proxy statement filed November 15, 2005
	File No. 0- 26642

Dear Mr. Marsh:

      We have reviewed your filing solely with respect to the
proposal to increase the number of shares authorized under your
2003
Stock Option Plan and have the following comments.  Where
indicated,
we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Increase in the aggregate number of shares for which stock options
may be granted under our 2003 Employee, Director and Consultant
Stock
Option Plan

1.  Please expand the discussion to provide the numerical or
percentage voting results for the previous rejection of a similar
proposal at your annual meeting.

2.  Please expand the discussion to indicate whether there was
specific opposition to the proposal at the annual meeting and the
nature of the opposition.

3.  Please expand the discussion to explain why the number of
shares
included in the proposal was reduced from the number of shares
included in the proposal considered at the annual meeting.

4.  Since a similar proposal was rejected at the annual meeting
held
on November 10, please explain why you are proposing the amendment
at
this time.  Do you have specific plans, arrangements or
understandings for the additional shares?

* * * * *

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact John L. Krug at (202) 551-3862, Senior
Counsel,
or me at (202) 551-3715 if you have any questions.


Sincerely,


Jeffrey Riedler
Assistant Director