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Correspondence

 March 8, 2012

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

Attn:

Jim Rosenberg

Re:

Myriad Genetics, Inc.

Form 10-K for Fiscal Year Ended June 30, 2011

File No. 000-26642

 Ladies and Gentlemen:

 On behalf of Myriad Genetics, Inc., a Delaware corporation (the “Company”), I am hereby filing this response to the comments contained in the letter dated February 24, 2012, from
Mr. Jim B. Rosenberg, Senior Assistant Chief Accountant, of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) to me concerning the Company’s
Annual Report on Form 10-K for the fiscal year ended June 30, 2011 (the “2011 Annual Report”). The 2011 Annual Report was filed with the Commission on August 15, 2011.

As requested, the comments and responses set forth below are keyed to the numbering of the comments and the headings used in the
Staff’s letter. Unless otherwise stated, all references to “Myriad,” “we,” “us,” “our,” the “Company” and similar designations refer to Myriad Genetics, Inc. and its subsidiaries.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 43

Comment:

1.
Please provide us proposed disclosure to be included in future periodic reports that quantifies each significant factor that resulted 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 internally, products being acquired, etc.

MYRIAD GENETICS, INC. * 320 WAKARA WAY, SALT
LAKE CITY, UTAH 84108 * (801) 584-3600 * FAX (801) 584-3640

 Response:

 In response to this comment, we propose to revise the disclosure in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of Item 7 in all
future filings by the Company under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), where such disclosure is applicable, and to be updated as circumstances dictate, as set forth below. Language in
“bold” will be added to the disclosure while language with “strikethrough” will be deleted from the disclosure contained on page 43 of the 2011 Annual Report:

Research and development expenses are comprised primarily of salaries and related personnel costs, laboratory supplies, molecular
diagnostic development, equipment and facility costs. Research and development expenses for continuing operations incurred during the fiscal year ended June 30, 2011 were $27.8 million compared to $21.9 million for the prior fiscal year. This
increase of 27% was primarily due to increased research and development costs associated with clinical studies to support our existing molecular diagnostic tests, internal molecular diagnostic test discovery and development, acquisition
costs of new technologies and pipeline tests, and the launch of new tests. the following:

•

 an increase of approximately $2.5 million in internal development activities and clinical studies to support our existing molecular diagnostic
testing products;

•

 an increase of approximately $2.0 million due to the in-license of molecular diagnostic testing product candidates;

•

 an increase of approximately $0.8 million due to the internal development of future molecular diagnostic product candidates; and

•

 an additional $0.6 million in companion diagnostic discovery costs from our newly acquired Myriad RBM subsidiary.

We expect that our research and development expenses will increase over the next several years as we work to develop our test pipeline and
expand our offerings of molecular diagnostic tests and companion diagnostic tests.

 Notes to Consolidated Financial Statements

 Note 8. Income Taxes, page F-20

 Comment:

2.
Please address the following:

a.
Reconcile for us the $31,653,000 of excess tax benefits that you state was credited to additional paid in capital during the year ended June 30, 2011 to where
that amount is included in your consolidated statements of stockholders’ equity and show us the journal entry you made to record this amount.

 2

 Response:

 ASC 718-740-25-10 indicates that, “A share option exercise may result in a tax deduction before the actual realization of the related tax benefit because the entity, for example, has a net operating
loss (“NOL”) carryforward. In that situation, a tax benefit and a credit to additional paid-in capital for the excess deduction would not be recognized until the deduction reduces taxes payable.”

The Company adopted FASB Statement 123(R) (as codified in ASC 718) on July 1, 2005. Prior to its adoption of
Statement 123(R), and in accordance with APB Opinion 25, the Company recognized a deferred tax asset (“DTA”) for its NOL carryforwards attributed to excess tax deductions from share-based compensation. Additionally, during the period prior
to adoption of Statement 123(R), the Company established a valuation allowance in the same year in which it recognized the DTA associated with the excess tax benefits.

 At its September 13, 2005 meeting, the FASB Statement 123(R) Resource Group agreed that the accounting for reversals of the valuation allowance after adoption of Statement 123(R) depends on how the
valuation allowance was originally established. In the case of an entity that established the valuation allowance in the same year in which it recognized the DTA associated with the excess tax benefit, the valuation allowance would have been
originally recognized through equity (i.e., no net excess tax benefit was recognized in equity.) Therefore, when the entity is required to reverse its valuation allowance under ASC 740 after adopting Statement 123(R), it should not reverse the
portion of the valuation allowance recorded against the pre-Statement 123(R) DTA until the excess tax benefit is realized.

During the year ended June 30, 2011, the Company realized excess tax benefits of $31,653,000 attributable to periods prior to the
adoption of Statement 123(R) for which it had previously established a deferred tax asset and related valuation allowance. In accordance with the guidance of the FASB Statement 123(R) Resource Group in its September 13, 2005 meeting, the
Company reversed the valuation allowance in the year ended June 30, 2011.

 In addition to the reduction in taxes payable
for pre-FAS 123(R) excess tax benefits, the Company also recognized $27,178,000 of excess tax benefits attributable to periods after the adoption of Statement FAS123(R). These prior excess tax deductions had resulted in net operating losses
carryfowards for which no deferred tax asset had been recorded. Pursuant to ASC 718-740-25-10, the tax benefit and corresponding credit to additional paid-in capital were recognized in the year ended June 30, 2011 due to realization of such
excess tax benefits by a reduction in taxes payable.

 3

 This is reconciled to the Consolidated Statements of Stockholders’ Equity and
Comprehensive Income as follows:

 Realized excess tax benefits attributable to the period prior to the adoption of Statement 123(R) - originally reflected as a
DTA and corresponding valuation allowance.

$
31,653,000

 Realized excess tax benefits attributable to the period after the adoption of Statement 123(R)

27,178,000

 Total stock-based compensation tax benefits (Consolidated Statements of Stockholders’ Equity and Comprehensive
Income)

$
58,831,000

 The journal entries to record this are as follows:

 Deferred tax expense

$
31,653,000

 DTA - NOL

$
31,653,000

 To reverse the DTA for NOLs attributable to pre-123(R) excess tax benefits

DTA - Valuation allowance

$
31,653,000

 Deferred tax expense

$
31,653,000

 To reverse valuation allowance due to realization of pre-123(R) excess tax benefits

Income taxes payable

$
58,831,000

 Additional paid-in capital

$
58,831,000

 Reduction in taxes payable attributable to excess tax benefits (ASC 718-740-25-10)

Furthermore, we propose to revise the disclosure in Note 8, “Income Taxes,” in all future filings by the Company under the
Exchange Act where such disclosure is applicable, and to be updated as circumstances dictate, as set forth below. Language in “bold” will be added to the disclosure while language with “strikethrough” will be
deleted from the disclosure contained on F-21 of the 2011 Annual Report:

 For the year ended June 30, 2011, the Company
realized $58,831,000 of excess tax benefits from stock-based compensation as a reduction of taxes payable, which benefit is credited directly to additional paid-in capital. Of this amount, $31,653,000 resulted from excess tax benefits incurred prior
to the adoption of FASB Statement 123(R) (as codified in ASC 718). The remaining $27,178,000 resulted from excess tax benefits incurred subsequent to the adoption of Statement 123(R).

 4

 The Company adopted Statement 123(R) on July 1, 2005. Prior to the adoption of
Statement 123(R), the Company recorded deferred tax assets for net operating losses attributable to stock-based compensation excess tax benefits and a corresponding valuation allowance. According to guidance, the valuation allowance attributable to
these excess tax benefits is not reversed until the excess tax benefits are realized as a reduction of taxes payable. During the year ended June 30, 2011, the Company realized a significant portion of the excess tax benefits attributable to the
periods prior to the adoption of Statement 123(R) and reversed the corresponding valuation allowance. The following table presents a reconciliation of income tax expense to reflect the realization of these excess tax benefits and the corresponding
change in valuation allowance.

Years ended June 30,

(in thousands)

2011

2010

2009

 Total current tax expense

$
64,616

$
16,581

$
193

 Deferred tax expenses (benefit):

 Deferred tax expense attributable to realization of stock-based compensation excess tax benefits due to utilization of net
operating loss carryforward deferred tax assets – credited to additional paid-in capital

31,653

—

—

 Other deferred tax expense

(2,304
)

42,863

28,309

 Net deferred tax expense before change in valuation allowance

29,349

42,863

28,309

 Decrease in valuation allowance attributable to stock-based compensation tax benefits – credited to additional paid-in
capital

(31,653
)

—

—

 Decrease in valuation allowance attributable to income tax expense (benefit)

(3,371
)

(70,913
)

(28,309
)

 Net decrease in valuation allowance

(35,024
)

(70,913
)

(28,309
)

 Total deferred tax benefit

(5,675
)

(28,050
)

—

 Total income tax expense (benefit)

$
58,941

$
(11,469
)

$
193

 The net changes in the valuation allowance for the years ended June 30, 2011, 2010 and 2009 were
as follows:

Years ended June 30,

(in thousands)

2011

2010

2009

 Increase (decrease) in valuation allowance

$
(35,024
)

$
(70,913
)

$
(28,309
)

 5

 Comment:

2.
Please address the following:

b.
Refer to the $58,831,000 stock-based compensation tax benefits credited to additional paid in capital in your statements of stockholders’ equity during the 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 benefit
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. Further, tell us how reflecting these line items in your statement of cash flows complies with
GAAP.

 Response:

 ASC 718-740-35-3 indicates, “If a deduction reported on a tax return for an award of equity instruments exceeds the cumulative compensation cost for those instruments recognized for financial
reporting, any resulting realized tax benefit that exceeds the previously recognized deferred tax asset for those instruments is the excess tax benefit.”

 Excess tax benefits are recorded as an increase (credit) to paid-in capital and are not recorded as an income tax benefit. Accordingly, they are not included in the reconciliation of income tax expense,
nor are they included as a component of the effective rate reconciliation.

 ASC 230-10-45-14 and 230-10-45-17 require that the
excess tax benefit associated with an individual share-based payment be included in the statement of cash flows as a cash inflow from financing activities and a cash outflow from operating activities.

In addition, see our response to Comment 2 a. detailed previously.

 6

 Comment:

2.
Please address the following:

c.
Reconcile the $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
to the 2.1% change in valuation allowance reflected in the table that reconciles your income tax expense to the statutory federal income tax rate.

 Response:

 At its September 13, 2005 meeting, the FASB Statement
123(R) Resource Group agreed that the accounting for reversals of the valuation allowance after adoption of Statement 123(R) depends on how the valuation allowance was originally established. In the case of an entity that established the valuation
allowance in the same year in which it recognized the DTA associated with the excess tax benefit, the valuation allowance would have been originally recognized through equity (i.e., no net excess tax benefit was recognized in equity.) Therefore,
when the entity is required to reverse its valuation allowance under ASC 740 after adopting Statement 123(R), it should not reverse the portion of the valuation allowance recorded against the pre-Statement 123(R) DTA until the excess tax benefit is
realized.

 Due to sustained positive operating performance and availability of expected future taxable income, the Company
concluded that it is more likely than not that the benefits of its deferred tax assets will be realized. Accordingly, the Company reversed the valuation allowance on a significant portion of the Company’s gross deferred income tax assets during
the year ended June 30, 3010. However, in compliance with the guidance of the Statement 123(R) Resource Group, the Company did not reverse the portion of the valuation allowance recorded against the pre-Statement 123(R) DTAs until the excess
tax benefit was realized in 2011.

 Of the $35,024,000 change in valuation allowance during the year ended June 30, 2011,
$31,653,000 resulted from the realization of excess tax benefits attributable to the period prior to adoption of Statement 123(R). Due to the fact that the Company established a valuation allowance against the DTA in the same year in which it
recognized the DTA, the valuation allowance was originally recognized through equity. Its reversal in the year ended June 30, 2011 is correspondingly recognized through equity and has no effect on the Company’s income tax expense, nor on
the effective rate reconciliation.

 The remaining $3,371,000 ($35,024,000 less $31,653,000) of the change in valuation
allowance is not attributable to excess tax benefits and, accordingly, represents the 2.1% reconciling item between the Company’s income tax expense and the statutory federal income tax rate.

In addition, see our response to Comment 2 a. detailed previously.

 7

 Comment:

2.
Please address the following:

d.
Tell us the factors that determined whether net operating losses are reflected as deferred income tax assets versus those that are not and how your accounting
complies with GAAP.

 Response:

 ASC 718-740-25-10 indicates that, “A share option exercise may result in a tax deduction before the actual realization of the related tax benefit because the entity, for example, has a net operating
loss carryforward. In that situation, a tax benefit and a credit to additional paid-in