SecProbe.io

February 24, 2012
 Via E-mail

Mr. James S. Evans Chief Financial Officer  Myriad Genetics, Inc.  320 Wakara Way  Salt Lake City, UT 84108
Re:  Myriad Genetics, Inc.
Form 10-K for the Fiscal Year Ended June 30, 2011 Filed August 15, 2011
  File No.  000-26642

Dear Mr. Evans:
We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to other porti ons of your document.  In our comments, we ask
you to provide us with information so we may better understa nd your disclosure.

Please respond to this letter within 10  business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not
believe a comment applies to your facts and circ umstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the fo rm type label CORRESP that keys your
responses to our comments.

After reviewing the information you provide in response to these comments, we may
have additional comments and/or request that you amend your filing.  Item 7. Management's Discussion and Analys is of Financial Condition and Results of
Operations, page 43
 1. Please provide us proposed disclosure to be includ ed in future periodic reports that quantifies
each significant factor that re sulted in the increase in research and development costs for
each period.  For example, quantify how much related to your existing products, new products being developed internall y, products being acquired, etc.
 Notes to Consolidated Financial Statements

Note 8.  Income Taxes, page F-20
2. Please address the following:
 Reconcile for us the $31,653,000 of excess tax be nefits that you state was credited to
additional paid in capital during the year ended June 30, 2011 to where that amount is

Mr. James S. Evans
Myriad Genetics, Inc. February 24, 2012 Page 2

 included in your consolidated statements of st ockholders’ equity and show us the journal
entry you made to record this amount.
 Refer to the $58,831,000 stock-based compensation tax benefits credited to additional
paid in capital in your statements of stoc kholders’ equity during th e year ended June 30,
2011 and the same amounts reflected as an adjustment reducing net cash provided by
operating activities and increasing net cash provided by financing activities in your
consolidated statement of cash flows.  Reconcile this benef it to the table of current and
deferred income tax expense and to the table that reconciles your income tax expense to
the statutory federal income tax rate.  Furthe r, tell us how reflecting these line items in
your statement of cash flows complies with GAAP.
 Reconcile the $35,024,000 change in  valuation allowance duri ng the year ended June 30,
2011 reflected in your table of current and deferred income tax expense to the 2.1%
change in valuation allowan ce reflected in the table that  reconciles your income tax
expense to the statutory fe deral income tax rate.
 Tell us the factors that determined whether ne t operating losses are reflected as deferred
income tax assets versus those that are not and how your accounting complies with GAAP.
 Refer to your discussion of income tax expe nse on page 44 in MD&A under results of
operations for the years ended June 30, 2011 and 2010.   Provide us support for the
statement that the income tax benefit of $11.5 million in 2010 consisted of the reversal in
full of your valuation allowance when your valuation allowance at June 30, 2010 was
$39,786,000.  Also provide us support for your st atement that 2011 contained no benefit
from the reversal of previous valuat ion allowances given that you show $35,024,000
change in valuation allowance during the year  ended June 30, 2011 reflected in your table
of current and deferred income tax expense.   Further, tell us why your discussion of
income tax expense for 2011 does not a ddress the $58,831,000 stock-based compensation
tax benefits shown as a reduction to adjust net income in your statement of cash flows.  If
necessary after reconsid ering statements you have made in  this discussion, provide us
revised proposed disclosure of the discu ssion of income tax expense for 2011 and 2010 to
be included in futu re periodic reports.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in this filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

Mr. James S. Evans
Myriad Genetics, Inc. February 24, 2012 Page 3

  staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any act ion with respect to this 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.

You may contact Dana Hartz, Staff Accountant, at (202) 551 -3648 or Mary Mast, Senior
Staff Accountant, at (202) 551-3613 if you have que stions regarding these comments.  In this
regard, do not hesitate to c ontact me at (202) 551-3679.

Sincerely,
  /s/ Jim B. Rosenberg
Jim B. Rosenberg Senior Assistant Chief Accountant