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Myriad Genetics, Inc.

322 North 2200 West

Salt Lake City, UT 84116

March 2, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Chris Edwards

Re:    Myriad Genetics, Inc.

Registration Statement on Form S-3

Filed February 24, 2026

File No. 333-293681 (the “Registration Statement”)

Acceleration Request

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Myriad Genetics, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date and time of the above-referenced Registration Statement to Wednesday, March 4, 2026, at 4:00 p.m., Eastern Time, or as soon as thereafter practicable.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

Please contact Daniel T. Kajunski, Esq. of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (617) 348-1715 with any questions regarding this request.

Very truly yours,

MYRIAD GENETICS, INC.

/s/ Samraat S. Raha

Samraat S. Raha

President and Chief Executive Officer

cc:    Myriad Genetics, Inc.

    Justin D. Hunter, Senior Vice President, Legal Affairs, Corporate Secretary

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                           February 27, 2026

Samraat S. Raha
President and Chief Executive Officer
Myriad Genetics, Inc.
322 North 2200 West
Salt Lake City, UT 84116

       Re: Myriad Genetics, Inc.
           Registration Statement on Form S-3
           Filed February 24, 2026
           File No. 333-293681
Dear Samraat S. Raha:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

       Please contact Chris Edwards at 202-551-6761 with any questions.

                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Life
Sciences
cc:    Daniel T. Kajunski, Esq.
</TEXT>
</DOCUMENT>

March 25 , 201 4

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, 2013
Filed August 14, 2013
  File No.  000-26642

Dear Mr. Evans :

We have completed our review of your filing.   We remind you that our comment or
change s to disclosure in response to our comment do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any pers on under the
federal securities laws of the United States.   We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information in the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Joel Parker

Joel Parker
Accounting Branch Chief

CORRESP
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CORRESP

 March 7, 2014

VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:    Jim B. Rosenberg, Senior Assistant Chief Accountant

Re:
Myriad Genetics, Inc.

Form 10-K for Fiscal Year Ended June 30, 2013

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 March 4, 2014, 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, 2013 (the “2013 Annual Report”). The 2013 Annual Report was filed with the Commission on August 14, 2013.

 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 45

Comment:

1.
You disclose that your research and development expenses include costs incurred in maintaining and improving your current molecular diagnostic tests. Please tell us how costs to maintain and improve your current
molecular diagnostic test qualify as research and development activities in accordance with ASC 730. In this regard, research and development costs do not appear to encompass costs to maintain nor to routinely improve upon the qualities of existing
products.

 Response:

ASC 730-10-55-1 indicates that costs incurred for laboratory research aimed at discovery of new knowledge, conceptual formulation and design of
possible product or process alternatives, testing in search for or evaluation of product or process alternatives and modification of the formulation or design of a product or process are typically considered research and development. ASC 730-05-02
explains that at the time most research and development costs are incurred, the future benefits are at best uncertain.

 Research and
development costs referenced as maintaining and improving our current molecular diagnostic tests under Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations on page 45 of our 2013 Annual Report are
principally costs associated with clinical trials necessary to expand clinical indications for our current products, as well as costs associated with technological developments to identify new or modify testing processes. These efforts formulate,
improve and create alternative or modified processes to more accurately complete our existing molecular diagnostic tests. These costs relate to uncertain outcomes at the time they are incurred and are not considered routine or periodic alterations
but are integral to our ability to prove our products can have uses for medical conditions beyond the current applications.

 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 45 of the 2013 Annual Report:

 Our
research and development expenses include costs incurred in maintaining and formulating, improving and creating alternative or modified processes related to and expanding the use of our nine current molecular diagnostic test
offerings and costs incurred for the discovery, development and validation of our pipeline of molecular diagnostic and companion diagnostic test candidates.

*        *        *

In addition, as requested by the Staff, the Company acknowledges that:

•

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

 2

•

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.

*        *        *

As requested, this response letter has been filed on EDGAR under the form type CORRESP. The Company understands that the Commission may have
additional comments after reviewing this letter.

 We hope that the above responses and the proposed revisions to the Company’s future
filings will be acceptable to the Commission. Please do not hesitate to call me at (801) 584-3672 with any questions regarding this letter. Thank you for your time and attention.

Very truly yours,

 /s/ James S. Evans

James S. Evans

Chief Financial Officer

cc:
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Jonathan L. Kravetz, Esq.

Scott A. Samuels, Esq.

 3

March 4, 2014
 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, 2013
Filed August 14, 2013
  File No. 000- 26642

Dear Mr. Evans:

We have limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your document.  In our comment, we ask
you to provide us with information so we may better understand 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 this comment applies to your facts and circumstances, please tell us why in your
response.  Please furnish us a letter on EDGAR under the form type label CORRESP that keys
your response to our comment.

After reviewing the information you provide in response to this comment, we may have
additional comments and/or request that you amend your filing.

Management’s Discussion and Analysis of Financial Condit ion and Results of Operations
Overview, page 45

1. You disclose that your research and development expenses include costs incurred in
maintaining and improving your current molecular diagnostic tests.  Please tell us how costs
to maintain and improve your current molecular diagnostic test qualify as research and development activities in accordance with ASC 730.  In this regard, research and
development costs do not appear to encompass costs to maintain nor to routinely improve
upon the qualities of existing products.

Mr. James S. Evans
Myriad Genetics, Inc.
March 4, 2014
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require.  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 comment, please provide a written statement from the company
acknowledging that:
x the company is responsible for the adequacy and accuracy of the disclosure in the
filing
x staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to this filing; and
x 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 Lisa Vanjoske,
Assistant Chief Accountant, at (202) 551-3614 if you have questions regarding the comment.  In
this regard, do not hesitate to contact me at (202) 551-3679.

Sincerely,

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

March 30, 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 completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Joel Parker
Joel Parker Accounting Branch Chief

CORRESP
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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

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

Mail S top 4720
       May 24, 2010

Via Facsimile and U.S. Mail

Richard M. Marsh
Executive Vice President , General Counsel  and Secretary
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 , 200 9
 Filed August 26, 2009
 File Number:  000-26642

Dear Mr. Marsh :

  We have completed our review of your Annual Report on Form 10 -K for
the Fiscal Year Ended December 31, 2008  and have no further comments at this time.

Sincerely,

Jeffrey Riedler
Assistant Director

CORRESP
1
filename1.htm

Correspondence Letter

 March 26, 2010

 VIA EDGAR

 Securities
and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:

 Scot Foley

 Mail Stop 4720

Re:

 Myriad Genetics, Inc.

 Form 10-K for Fiscal Year Ended June 30, 2009

 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 March 12, 2010, from Mr. Jeffrey P. Riedler, Assistant Director, 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, 2009 (the
“2009 Annual Report”). The 2009 Annual Report was filed with the Commission on August 26, 2009.

 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 1. Business, page 2

 Patents and Proprietary Rights, page 5

 Comment:

1.
We note in your disclosure that you currently own or license 213 issued patents in the United States and foreign countries. Please include in your disclosure a
description of all material patents, identify which patents are related to which product families, the range of expiration dates of those patents and the jurisdictions to which they apply.

 Response:

 In response to this comment, we propose to revise the disclosure in the “Patents and Proprietary Rights” section of Item. 1 Business 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. We will update and complete the disclosure on the number of issued patents and patent applications which are bracketed below in the next filing of
our Annual Report on Form 10-K for the fiscal year ended June 30, 2010.

 Patents and Proprietary Rights

 We own or have exclusive license rights to [        ]
issued patents as well as numerous patent applications in the United States and foreign countries. These patents and patent applications cover a variety of subject matter including, diagnostic biomarkers such as genes, proteins, gene expression
signatures, antibodies, disease-associated genetic mutations and single-nucleotide polymorphisms, diagnostic methods involving novel biomarkers, diagnostic kits and assays, general molecular diagnostic techniques, correlation claims, and methods for
disease treatment.

 The following is a summary of key U.S. patents covering our current molecular diagnostic
products. Many of the issued U.S. patents relating to BRACAnalysis, Colaris, Colaris AP, Melaris and Prezeon also have related foreign issued patents in various countries, including in Europe, Canada, Japan, Australia and New Zealand, claiming
similar subject matter and having similar expiration dates. For many of the patents, we hold rights through exclusive or non-exclusive license agreements, which are summarized in the following section under the caption “License
Agreements.” We also own additional patent applications and hold other non-exclusive license rights to patents which cover various aspects of our products or processes.

 BRACAnalysis. We own or have exclusive license rights to [        ]
issued U.S. patents relating to BRACAnalysis. These U.S. patents have terms that are expected to expire commencing in 2014, with the last patent expected to expire in 2025. These patents contain multiple claims, including claims relating to
BRCA1 and BRCA2 compositions of matter on isolated BRCA nucleic acids, methods of detecting mutations in the BRCA1 and BRCA2 genes and their use for diagnosing predisposition to breast or ovarian cancer, and general
molecular diagnostic technology applicable to BRACAnalysis.

 COLARIS. We own or have non-exclusive license
rights to [        ] issued U.S. patents relating to Colaris. These U.S. patents have terms that are expected to expire commencing in 2013, with the last patent expected to expire in 2023. These patents
contain multiple claims, including claims relating to MLH1 and MSH2 compositions of matter on isolated MLH1 and MSH2 nucleic acids, methods of detecting mutations in the MLH1 and MSH2 genes and their use for diagnosing predisposition to
colorectal or uterine cancer, and general molecular diagnostic technology applicable to Colaris.

 2

 COLARIS AP. We own or have exclusive license rights to
[        ] issued U.S. patents relating to Colaris AP. These U.S. patents have terms that are expected to expire commencing in 2017, with the last patent expected to expire in 2026. These patents
contain multiple claims, including claims relating to MYH compositions of matter on isolated MYH nucleic acids, methods of detecting mutations in the MYH gene and their use for diagnosing predisposition to colorectal cancer, and
general molecular diagnostic technology applicable to Colaris AP.

 MELARIS. We own or have exclusive
license rights to [        ] issued U.S. patents relating to Melaris. These U.S. patents have terms that are expected to expire commencing in 2014, with the last patent expected to expire in 2023. These
patents contain multiple claims, including claims relating to methods of detecting mutations in the p16 gene and their use for diagnosing predisposition to melanoma, and general molecular diagnostic technology applicable to Melaris.

 PREZEON. We have exclusive license rights to [        ] issued
U.S. patents relating to Prezeon. These U.S. patents have terms that are expected to expire commencing in 2017, with the last patent expected to expire in 2018. These patents contain multiple claims, including claims relating to PTEN compositions of
matter on isolated PTEN nucleic acids and antibodies and methods of detecting PTEN expression and PTEN mutations.

 OnDose. We have exclusive license rights to [        ] issued U.S. patent relating to OnDose. This U.S. patent has a term that is expected to expire in 2025, and contains multiple
claims, including claims relating to methods and kits for performing immunoassays to measure 5-fluorouracil levels in a sample.

 THERAGUIDE 5-FU. We own [        ] U.S. patent applications relating to TheraGuide 5-FU. Subject to applicable extensions, we anticipate that the
expiration dates of these patent applications, if issued, will commence in 2027. These patent applications disclose varied subject matter, including subject matter relating to compositions of matter on DPYD nucleic acids containing specific
mutations and diagnostic methods relating to DPYD mutations.

 PROLARIS. We own or have exclusive
license rights to [        ] U.S. patent application and one international patent application relating to Prolaris. Subject to applicable extensions, we anticipate that the expiration dates of these
patent applications, if issued, will commence in 2030. These patent applications disclose varied subject matter, including composition of matter claims on gene expression signatures and methods of determining risk of cancer recurrence based on gene
expression signatures.

 3

 We intend to seek patent protection in the United States and major foreign
jurisdictions for genes, proteins, antibodies, diagnostic markers, technologies, methods, processes and other inventions which we believe are patentable and where we believe our interests would be best served by seeking patent protection. However,
any patents issued to us or our licensors may not afford meaningful protection for our products or technology or may be subsequently circumvented, invalidated or narrowed or found unenforceable. Any patent applications which we have filed or will
file or to which we have licensed or will license rights may not issue, and patents that do issue may not contain commercially valuable claims. In addition, others may obtain patents having claims which cover aspects of our products or processes
which are necessary for or useful to the development, use or performance of our diagnostic products. Should any other group obtain patent protection with respect to our discoveries, our commercialization of our molecular diagnostic products could be
limited or prohibited.

 Our products and processes may also conflict with patents which have been or may be
granted to competitors, academic institutions or others. As the biotechnology and molecular diagnostic industries expand and more patents are issued, the risk increases that our products and processes may give rise to interferences filed by others
in the U.S. Patent and Trademark Office or foreign patent offices, or to claims of patent infringement by other companies, institutions or individuals. In addition, third parties could bring legal actions against us seeking to invalidate our owned
or licensed patents, claiming damages, or seeking to enjoin clinical testing, developing and marketing of our products or processes. For example, as disclosed under “Item 3 — Legal Proceedings” of this Annual Report, we are currently
defending a suit seeking to invalidate 15 claims under seven patents covering our BRACAnalysis test. If any of these actions are successful, in addition to any potential liability for damages, we could lose patent coverage for our products, be
required to cease the infringing activity or obtain a license in order to continue to develop or market the relevant product or process. We may not prevail in any such action, and any license required under any such patent may not be made available
on acceptable terms, if at all. Our failure to maintain patent protection for our products and processes or to obtain a license to any technology that we may require to commercialize our products and technologies could have a material adverse effect
on our business.

 We also rely upon unpatented proprietary technology, and in the future may determine in some
cases that our interests would be better served by reliance on trade secrets or confidentiality agreements rather than patents or licenses. These include some of our genomic, proteomic, RNA expression, DNA analysis, IHC, robotic and bioinformatic
technologies which may be used in discovering and characterizing new genes and proteins and ultimately used in the development or analysis of molecular diagnostic products. To further protect our trade secrets and other proprietary information, we
require that our employees and consultants enter into confidentiality and invention assignment agreements. However, those confidentiality and invention

 4

assignment agreements may not provide us with adequate protection. We may not be able to protect our rights to such unpatented proprietary technology and others may independently develop
substantially equivalent technologies. If we are unable to obtain strong proprietary rights to our processes or products, competitors may be able to market competing processes and products.

 Exhibits

 Comment:

2.
We note that you have filed as an exhibit your form Executive Retention Agreement. Please file each existing Executive Retention Agreement with your named executive
officers. These agreements are management contracts that should be included as exhibits, pursuant to Item 601 (a)(10)(iii)(A).

 Response:

 We supplementally advise the Staff that the Company’s Executive Retention Agreements with its
named executive officers are identical except as to the parties thereto and the dates of execution. In response to this comment, we propose that the exhibit index be revised 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 exhibit listing for these agreements. In addition, the Company will file updated forms of the
agreements to list at the end of each agreement the names of the executives who are parties to the agreement and the date of execution of the agreement with the Company.

 Exhibit Index

 10.[30]

.1

Form of Executive Retention Agreement+@

 10-Q

 (Exhibit 10.1)

05/04/05

000-26642

.2

Form of Amendment to Form of Executive Retention Agreement+@

 10-Q

 (Exhibit 10.1)

02/05/08

000-26642

(+)
Management contract or compensatory plan arrangement.

(@)
The agreements with these executives are identical except for the executive who is a party to the agreement and the date of execution, which are listed at the end of
the exhibit.

 *        *        *

 5

 In addition, as requested by the Staff, the Company acknowledges 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.

 *        *        *

 As requested,
this response letter has been filed on EDGAR under the form type CORRESP. The Company understands that the Commission may have additional comments after reviewing this letter.

 We hope that the above responses and the proposed revisions to the Company’s future filings will be acceptable to the Commission.
Please do not hesitate to call me at (801) 883-3378 with any questions regarding this letter. Thank you for your time and attention.

Very truly yours,

 /s/ Richard M. Marsh

 Richard M. Marsh

 EVP and General Counsel

cc:

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Jonathan L. Kravetz, Esq.

Scott A. Samuels, Esq.

 6

Via Facsimile and U.S. Mail
Mail Stop 4720

          March 12, 2010

Richard M. Marsh
Executive Vice President, General Counsel and Secretary 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, 2009
 Filed August 26, 2009
 File Number:  000-26642
 Dear Mr. Marsh:

We have reviewed your filing and have the following comments.  In our
comments, we ask you to provide us with  information to better understand your
disclosure. The information you provide should show us what the re vised disclosure will
look like and identify the annual or quarterly filing, as applicable, in which you intend to
first include it. If you do not believe that re vised disclosure is necessary, explain the
reason in your response. After reviewi ng the information provided, we may raise
additional comments and/or re quest that you amend your filing.
  Please understand that the purpose of our re view 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 comment or on any other aspect of our review. Feel free to call us at  the telephone numbers listed at the end of this letter.

Item 1. Business, page 2

Patents and Proprietary Rights, page 5

1. We note in your disclosure that you curren tly own or license 213 issued patents in
the United States and foreign countries.  Please include in your disclosure a

Richard M. Marsh
Myriad Genetics, Inc.
March 12, 2010 Page 2
description of all material patents, id entify which patents are related to which
product families, the range of expira tion dates of those patents and the
jurisdictions to which they apply.
 Exhibits

2. We note that you have filed as an exhibit your form Executive Retention
Agreement. Please file each existing Executive Retention Agreement with your
named executive officers. These agreemen ts are management contracts that
should be included as exhibits, pursuant to Item 601(a)(10)(iii)(A) of Regulation
S-K.

* * * *

 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comments.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing include all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 co mments, please provide, in your letter, 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 a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Richard M. Marsh
Myriad Genetics, Inc.  March 12, 2010 Page 3
Please contact Scot Foley, Staff Attorn ey, at (202) 551-3383, Daniel Greenspan,
Special Counsel, at (202) 551-3623, or me  at (202) 551-3715 with any questions.
         S i n c e r e l y ,             J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

Correspondence

 September 26, 2008

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Jennifer Riegel

Mail Stop 6010

Re:
Myriad Genetics, Inc.

Preliminary Proxy Statement filed September 18, 2008

File No. 0-26642

 Ladies and Gentlemen:

 On behalf of Myriad Genetics, Inc. (“Myriad” or the “Company”), I am hereby filing with the Securities and Exchange Commission (the
“Commission”) this letter in response to comments contained in the letter dated September 24, 2008 from Jeffrey Riedler of the Staff (the “Staff”) of the Commission’s Division of Corporation Finance to me. The comments
concerned the Company’s preliminary proxy statement filed with the Commission on September 18, 2008 (the “Proxy Statement”).

 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.

1.
Comment: Please revise your filing to disclose whether you currently have, or do not have, any plans to issue any of the shares that would be newly authorized as a result of
the approval of the amendment to your Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 60 million to 150 million.

 Response: In response to this comment, the Company will revise the disclosure on page 46 of the Proxy Statement to state that the Company currently
has no plans to issue any of the new shares of its common stock. A copy of page 46 of the Proxy Statement, marked to show changes, is attached hereto. The Company intends to reflect this change in its definitive proxy statement to be filed with the
Commission.

 *        *        *

 In addition, as requested by the Staff, the Company acknowledges 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.

 *        *        *

As requested, this response letter has been filed on EDGAR under the form type CORRESP. The Company understands that the Commission may have
additional comments after reviewing this letter.

 We hope that the above responses and the related revisions to the Proxy Statement will be
acceptable to the Commission. Please do not hesitate to call me at (801) 883-3378 with any questions regarding the Proxy Statement or this letter. Thank you for your time and attention.

Very truly yours,

/s/ Richard M. Marsh

Richard M. Marsh

cc:
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Jonathan L. Kravetz, Esq.

Brian P. Keane, Esq.

Scott A. Samuels, Esq.

 Attachment

 PROPOSAL 2:

 AMEND THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO

 INCREASE THE COMPANY’S AUTHORIZED COMMON STOCK

 The Board of Directors has determined that it is advisable to increase our authorized common stock from 60,000,000 to 150,000,000 shares, and has voted to recommend that the stockholders adopt an amendment to our
Restated Certificate of Incorporation, as amended, effecting the proposed increase. The proposed amendment amends and restates the first sentence of Article FOURTH, Section A of our Restated Certificate of Incorporation, as amended, to read in its
entirety as follows:

 The total number of shares of capital stock of all classes which the Corporation is authorized to issue is
155,000,000, of which shares 150,000,000 of the par value of $.01 each shall be designated “Common Stock”, and of which shares 5,000,000 of the par value of $.01 each shall be a class designated “Preferred Stock”.

 On September 15, 2008, we had 46,106,150 shares of common stock issued and outstanding. Also on that date, we had 8,338,552 shares of common stock
subject to outstanding options. Accordingly, a high percentage of our current 60,000,000 authorized common shares have been issued or reserved for issuance and thus relatively few shares are available for use in connection with our future corporate
needs.

 The Board of Directors believes it continues to be in our best interest to have sufficient additional authorized but unissued
shares of common stock available in order to provide flexibility for corporate action in the future. Management believes that the availability of additional authorized shares for issuance from time to time in the Board of Directors’ discretion
in connection with possible acquisitions of other companies, future financings, investment opportunities, stock splits or dividends or for other corporate purposes is desirable in order to avoid repeated separate amendments to our Restated
Certificate of Incorporation, as amended, and the delay and expense incurred in holding special meetings of the stockholders to approve such amendments. We currently have no plans to issue any of the new shares of our common stock. However, the
Board of Directors believes that the currently available unissued shares do not provide sufficient flexibility for corporate action in the future.

 We will not solicit further authorization by vote of the stockholders for the issuance of the additional shares of common stock proposed to be authorized, except as required by law, regulatory authorities or rules of the Nasdaq Stock Market
LLC or any other stock exchange on which our shares may then be listed. The issuance of additional shares of common stock could have the effect of diluting existing stockholder earnings per share, book value per share and voting power. Our
stockholders do not have any preemptive right to purchase or subscribe for any part of any new or additional issuance of our securities.

 Adoption of the amendment to the Restated Certificate of Incorporation, as amended, to increase our authorized common stock requires the vote of a majority of the outstanding shares of common stock. If the proposal is approved, we intend to
file a certificate of amendment to our Restated Certificate of Incorporation, as amended, shortly after the Annual Meeting although we will not be required to do so. The amendment to the Restated Certificate of Incorporation, as amended, will be
effective immediately upon acceptance of filing by the Secretary of State of Delaware.

 THE BOARD OF DIRECTORS RECOMMENDS APPROVAL OF
THE ADOPTION OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK. PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF THE AMENDMENT UNLESS A STOCKHOLDER HAS
INDICATED OTHERWISE ON THE PROXY.

Mail Stop 6010                                                                                                   September 29, 2008   Richard Marsh Executive Vice President, General Counsel and Secretary Myriad Genetics, Inc.  320 Wakara Way  Salt Lake City, Utah 84108
Re: Myriad Genetics, Inc.
  Preliminary Proxy Statement on Schedule 14A
Filed September 18, 2008
  File No. 000-26642

Dear Mr. Marsh:
  We have completed our review of  your preliminary proxy statement on
Schedule 14A and have no further comments at this time.

Sincerely,

          J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r

cc: Scott A. Samuels, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
      One Financial Center
Boston, MA 02111

Mail Stop 6010       September 24, 2008  Richard Marsh Executive Vice President, General Counsel and Secretary Myriad Genetics, Inc.  320 Wakara Way  Salt Lake City, Utah 84108
Re: Myriad Genetics, Inc.
  Preliminary Proxy Statement on Schedule 14A
Filed September 18, 2008
  File No. 000-26642

Dear Mr. Marsh:

This is to advise you that we have limited our review of the above proxy statement to the
issue identified below.  We will make no further review of this filing.
Where indicated, we think you should revise your filing in response to this comment.  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.  After reviewing this information, we may or may not raise additional comments.  Proposal 2, page 46

1. Please revise your filing to disclose whether you currently have, or do not have, any plans to issue any of the shares that would be newly authorized as a result of the approval of the amendment to your Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 60 million to 150 million.
   As appropriate, please revise your proxy statement in response to this comment.  You may wish to provide us with marked copies of the revised document to expedite our review.  Please furnish a response letter that keys your responses to our comment.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR under the form type label CORRESP.  Please understand that we may have additional comments after reviewing your response to our comment.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all

Richard Marsh
Myriad Genetics, Inc.  September 24, 2008 Page 2  information investors require.  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 comment, 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 filings;

• staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff 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.
Please contact Jennifer Riegel at (202) 551-3575 with any questions.
        S i n c e r e l y ,            J e f f r e y  R i e d l e r         A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

Correspondence

 Myriad Genetics, Inc.

 September 17, 2008

 VIA EDGAR

 Securities
and Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, DC 20549

 Attn: Filing Desk

Re:
Myriad Genetics, Inc. (the “Company”)

Preliminary Proxy Statement for 2008 Annual Meeting of Stockholders

 Ladies and Gentlemen:

 Enclosed for filing is the Company’s preliminary proxy statement, including the form of proxy and
Appendix A to the proxy statement (the Company’s 2003 Employee, Director and Consultant Stock Option Plan, as amended (the “2003 Stock Option Plan”)). This filing is being effected by direct transmission to the Commission’s EDGAR
System.

 The Company intends to mail the proxy statement and related materials to its stockholders on or about October 13, 2008.

 If proposal 3 to amend the 2003 Stock Option Plan is approved by our stockholders at the Annual Meeting, the Company intends to file a
Registration Statement on Form S-8 to register the additional shares issuable under the 2003 Stock Option Plan.

 Please call the
undersigned at (801) 584-1145 or the Company’s counsel, Scott A. Samuels of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Massachusetts 02111, telephone (617) 542-6000, if you have any questions.

Sincerely yours,

/s/ James L. Benson

James L. Benson

V.P. Finance

cc:
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Scott A. Samuels, Esq.

CORRESP
1
filename1.htm

Correspondence

 Myriad Genetics, Inc.

 July 22, 2008

 VIA EDGAR AND OVERNIGHT
MAIL

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Jim B. Rosenberg

Senior Assistant Chief Accountant

Mail Stop 6010

Re:
Myriad Genetics, Inc.

Form 10-K for Fiscal Year Ended June 30, 2007

File No. 0-26642

 Ladies and Gentlemen:

 This letter is being submitted in connection with comments received from the Staff (the “Staff”) of the Division of Corporation Finance of the
Securities and Exchange Commission (the “Commission”) on our Annual Report on Form 10-K for the fiscal year ended June 30, 2007 (the “2007 Annual Report”).

 Background

 The initial comments from the Staff were contained in a letter dated February 27,
2008 (the “Initial Comment Letter”) from Mr. Jim B. Rosenberg, Senior Assistant Chief Accountant of the Staff, to Mr. Peter D. Meldrum, President and Chief Executive Officer of Myriad Genetics, Inc. (the
“Company”). Comment No. 6 of the Initial Comment Letter requested that the Company provide its significance testing analysis under Rule 3-09 of Regulation S-X promulgated under the Securities Act of 1933, as amended, for its equity
investment in Prolexys Pharmaceuticals, Inc. (“Prolexys”) and an explanation why the Company had not provided the audited or unaudited financial statements required by the rule in its 2007 Annual Report. On March 12, 2008, the Company
submitted a response to the Initial Comment Letter, including a response to Comment No. 6 (the “Initial Response Letter”).

 On April 10, 2008, the Company received additional comments, orally, from Mr. Mark Brunhofer of the Staff (the “Second Comments”). In the Second Comments, among other comments, the Staff advised the Company that the
Staff had reviewed the Company’s response to Comment No. 6 in the Initial Response Letter and was requesting that the Company either amend its 2007 Annual Report to provide the financial statements of Prolexys, which should be audited, or
request a waiver of the financial statement requirement of Rule 3-09 of Regulation S-X from the Office of the Chief Accountant of the Division of Corporation Finance.

 320 Wakara Way

 Salt Lake City, UT 84108

 Myriad Genetics, Inc.

 July 22, 2008

  Page
 2

 On July 3, 2008, after experiencing delays with its prior auditors, the Company submitted a
request for a waiver of Rule 3-09 of Regulation S-X, a copy of which is attached hereto as Attachment A (the “Waiver Request”).

 Supplemental Response

 Since submission of the Waiver Request, the Company has worked with its current auditors to
reconsider its analysis under Rule 3-09 and has discussed its views in a telephone conference on July 17, 2008 with Mr. Brunhofer and Mr. Todd Hardiman, Associate Chief Accountant of the Office of the Chief Accountant of the Division
of Corporation Finance. As discussed with Messrs. Brunhofer and Hardiman, and as detailed below, the Company has now concluded that Rule 3-09 of Regulation S-X does not require the Company to include the financial statements of Prolexys in the
Company’s 2007 Annual Report.

 Pursuant to APB No. 18, paragraph 19(i), “the investor should ordinarily discontinue applying
the equity method when the investment (and net advances) is reduced to zero and should not provide for additional losses unless the investor has guaranteed obligations of the investee or is otherwise committed to provide further financial support
for the investee.” Given that the Company’s investment in Prolexys has been reduced to zero (considering both the Company’s percentage interest in the net losses of Prolexys as well as the accretion of the Company’s basis
difference in the underlying net assets of Prolexys), the Company is no longer applying the equity method of accounting for its interest in Prolexys. Furthermore, as stated in the SEC Training Manual, Topic 2, III.B.2., “For purposes of
computing the income significance test under Rule 3-09, use GAAP changes in the equity investment as presented in the income statement . . . .”

 As discussed with the Staff, the Company had previously reduced its investment in Prolexys to zero and has recorded no income or loss related to Prolexys in its statements of operations for each of the fiscal years
ended June 30, 2005, 2006 and 2007. In addition, the Company accretes the unamortized basis in its investment in Prolexys in each period, and in the fiscal years ended June 30, 2005, 2006 and 2007 and each of the interim periods contained
therein the Company’s proportionate interest in the losses of Prolexys has exceeded that accretion. Because the Company has no obligation, commitment or plan to provide additional funding to Prolexys, and the investment account is zero at the
beginning of each of the historical periods, the Company’s proportionate interest in Prolexys’s losses is limited to the accretion of the gain, thereby resulting in a net impact to the Company’s income statement of zero. Accordingly,
in applying the significance test under Rule 3-09, the numerator in the computation is zero, thereby rendering Rule 3-09 not applicable for each of the fiscal years ended June 30, 2005, 2006 and 2007.

 *            *            *

 Myriad Genetics, Inc.

 July 22, 2008

  Page
 3

 In addition, as requested by the Staff in the Initial Comment Letter, the Company acknowledges 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.

 *            *            *

 This response letter has been filed on EDGAR under the form type CORRESP. The Company understands that the Commission may have additional comments after reviewing this letter.

 We hope that the above responses will be acceptable to the Staff. If you have any questions or comments regarding the information in this letter, kindly
contact the undersigned at (801) 584-3672, or our outside counsel, Scott A. Samuels, Esq. of Mintz Levin, at (617) 348-1798. Thank you for your time and attention.

Very truly yours,

/s/ James S. Evans

James S. Evans

Chief Financial Officer

cc:
Todd Hardiman

Mark Brunhofer

 Division of Corporation Finance

 Securities and Exchange Commission

Peter D. Meldrum

James L. Benson

 Myriad Genetics, Inc.

Ken Marceron

David Jolley

 Ernst & Young LLP

 Myriad Genetics, Inc.

 July 22, 2008

  Page
 4

Jonathan L. Kravetz, Esq.

Brian P. Keane, Esq.

Scott A. Samuels, Esq.

 Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C.

 ATTACHMENT A

 Scott A.
Samuels | 617 348 1798 | ssamuels@mintz.com

 One Financial Center

 Boston, MA 02111

 617-542-6000

 617-542-2241 fax

 www.mintz.com

 July 3, 2008

 VIA FACSIMILE [202-772-9213]

 Office of the Chief Accountant

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Craig Olinger

Deputy Chief Accountant

Re:
Myriad Genetics, Inc.

Waiver Request under Rule 3-09 of Regulation S-X

Form 10-K for Fiscal Year Ended June 30, 2007

File No. 0-26642

 Ladies and Gentlemen:

 On behalf of our client Myriad Genetics, Inc. (the “Company”), we are requesting a waiver of the requirement that the Company provide separate
financial statements of a 50% or less owned entity pursuant to Item 3-09 of Regulation S-X promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or if such request is denied, a waiver from the requirement
that such separate financial statements be audited in order to be incorporated into the Company’s Securities Act registration statements.

 Background

 The waivers requested herein are being submitted in connection with the comments contained in a letter dated
February 27, 2008 (the “Initial Comment Letter”) 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 Mr. Peter D. Meldrum, President and Chief Executive Officer of the Company, concerning the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007 (the “2007
Annual Report”). Comment No. 6 of the Initial Comment Letter requested that the Company provide

 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 BOSTON | WASHINGTON | NEW YORK | STAMFORD | LOS
ANGELES | PALO ALTO | SAN DIEGO | LONDON

 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 July 3, 2008

 Page 2

its significance testing analysis under Item 3-09 of Regulation S-X for its equity investment in Prolexys Pharmaceuticals, Inc. (“Prolexys”)
and an explanation why the Company had not provided the audited or unaudited financial statements required by the rule in its 2007 Annual Report. On March 12, 2008, the Company submitted a response (the “Initial Response Letter”) to
the Initial Comment Letter, including a response to Comment No. 6. A copy of that comment and the Company’s response to it is included herewith on Schedule A for your convenience.

 The Company believes it has resolved all but one comment contained in the Initial Comment Letter,
and the Company has amended its subsequent filings to include revised disclosures in response to the comments. The Company received additional comments, orally, from Mr. Mark Brunhofer of the Staff on April 10, 2008 (the “Second
Comments”). In the Second Comments, the Staff advised the Company that, having reviewed the Company’s response to Comment No. 6 of the Initial Comment Letter, the Staff was requesting that the Company either amend its 2007 Annual
Report to provide the financial statements of Prolexys, which should be audited, or request a waiver of the financial statement requirement of Rule 3-09 of Regulation S-X from the Office of the Chief Accountant of the Division of Corporation
Finance.1

 In the period since the
Second Comments were issued on April 10, 2008, the Company has repeatedly requested that its former auditor, KPMG LLP, who is also the former auditor of Prolexys, perform the additional review procedures it states are required in order to
include the audited Prolexys financial statements in an amendment to the Company’s 2007 Annual Report and to obtain KPMG’s consent to incorporate the financial statements into the Company’s Securities Act registration statements.
However, despite repeated efforts, the Company has not been able to obtain KPMG’s review or consent. Accordingly, after further discussion with the Staff, the Company has determined that the quickest and most cost-effective way to resolve the
Staff’s outstanding comment is if the Company is able to obtain either of the waivers requested herein.

 Request for Waiver of Rule 3-09 Financial
Statements

 The Company requests that the Chief Accountant grant a waiver from the requirement that the Company provide separate
financial statements of Prolexys in the Company’s 2007 Annual Report, notwithstanding that the 20% significance threshold set forth in Item 3-09 of Regulation S-X was technically exceeded for fiscal years ending June 30, 2006 and
2005.

 1

 In the Second Comments, the Staff also requested that the Company (i) re-assess the effectiveness of its disclosure
controls and procedures and include the reassessment in its amended filing, and (ii) submit a letter signed by a duly authorized officer of the Company, instead of outside legal counsel, setting forth the “Tandy” representations
requested in the Initial Comment Letter. The Company will address these comments once the waivers requested herein are decided by the Office of the Chief Accountant.

 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 July 3, 2008

 Page 3

 As noted in the Company’s Initial Response Letter (set forth in Schedule A hereto), the
Company’s share of Prolexys’ losses from an ownership standpoint exceeded the 20% threshold for both fiscal 2006 and 2005. However, as stated in Note 10 to the Company’s audited financial statements in the 2007 Annual Report, the
carrying value of the Company’s investment in Prolexys has been $0 since inception, and because the Company is under no obligation to provide any additional or on-going financial support to Prolexys, the losses incurred by Prolexys had no
impact on the Company’s financial position or results of operations. Furthermore, any losses incurred by Prolexys in future periods will also have no impact on the Company’s financial position or results of operations. From an accounting
perspective, despite the fact that the Company has an equity ownership position in Prolexys that exceeds 20%, the Company’s share of Prolexys’ current and future losses is effectively zero. The 20% significance test of Rule 3-09 was not
exceeded in fiscal 2007, and the Company does not expect the test to be exceeded again in the future.

 For these reasons, even though one
of the three significance tests exceeded 20% for fiscal 2006 and 2005, the Company respectfully submits that the Prolexys financial statements are not material to investors’ understanding of the Company’s financial results or prospects.
Moreover, the Company has historically provided abbreviated summary financial information relating to Prolexys in the footnotes to the Company’s financial statements (see, e.g., Note 10 to the financial statements included in the 2007 Annual
Report). The Company proposes to continue to provide summary financial information relating to Prolexys in the footnotes to the Company’s financial statements rather than provide separate financial statements of Prolexys. The Company believes
that, given the factors cited above, this information provides adequate disclosure to investors.

 Based on the foregoing, the Company
requests that the Chief Accountant grant a waiver of the financial statement requirement set forth in Rule 3-09 of Regulation S-X and permit the Company to exclude the Prolexys financial statements for fiscal year 2006 and 2005 in the Company’s
2007 Annual Report.

 Request for Waiver of Audited Financial Statements

 In the event that the Chief Accountant denies the foregoing request and concludes that the Company must include the Prolexys financial statements in the
Company’s 2007 Annual Report, the Company requests, in the alternative, that the Chief Accountant waive the requirement that the financial statements be audited for purposes of inclusion in the 2007 Annual Report and also in any registration
statement of the Company filed under the Securities Act which incorporates such financial statements by reference.

 The financial
statements of the Company and Prolexys for the fiscal year ended June 30, 2007 were audited by Ernst & Young LLP. However, both the Company and Prolexys changed auditors during fiscal 2007, and the financial statements for both
companies for the fiscal year ended June 30, 2006 and prior years were audited by KPMG.

 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 July 3, 2008

 Page 4

 The Company has been advised by KPMG that KPMG must re-perform some of its audit procedures in
compliance with PCAOB standards instead of AICPA general auditing standards in order to include the 2006 audited Prolexys financial statements in the Company’s 2007 Annual Report and to obtain KPMG’s consent to incorporate such financial
statements into the Company’s Securities Act registration statements.

 Since the Company received the Second Comments from the Staff
on April 10, 2008, the Company has repeatedly requested that KPMG begin the procedures necessary to allow the Company to include KPMG’s audit opinion for the 2006 Prolexys financial statements in an amended filing to the Compan

Via Facsimile and U.S. Mail Mail Stop 6010         July 23, 2008
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 Fiscal Year Ended June 30, 2007
 File No. 0-26642

Dear Mr. Evans:

We have completed our review of your Form 10-K and have no further comments
at this time.
Sincerely,

Jim B. Rosenberg Senior Assistant Chief
Accountant

CORRESP
1
filename1.htm

Correspondence

 Scott A.
Samuels | 617 348 1798 | ssamuels@mintz.com

 One Financial Center

 Boston, MA 02111

 617-542-6000

 617-542-2241 fax

 www.mintz.com

 March 12, 2008

 VIA EDGAR AND OVERNIGHT MAIL

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
    James Rosenberg

     Senior Assistant Chief Accountant

     Mail Stop 6010

Re:
Myriad Genetics, Inc.

 Form 10-K for Fiscal Year
Ended June 30, 2007

 File No. 0-26642

 Ladies and Gentlemen:

 On behalf of our client Myriad Genetics, Inc., a Delaware corporation (the “Company”), submitted
herewith is the Company’s response to comments contained in the letter dated February 27, 2008, from Mr. James 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 Mr. Peter D. Meldrum, President and Chief Executive Officer of the Company, concerning the Company’s Annual Report on Form 10-K for the fiscal year ended
June 30, 2007 (the “2007 Annual Report”). The 2007 Annual Report was filed with the Commission on August 29, 2007.

 The
comments and responses set forth below are keyed to the numbering of the comments and the headings used in the Staff’s letter and are based upon information provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by the Company. Unless
otherwise stated, all references to “Myriad,” “we,” “us,” “our,” the “Company” and similar designations refer to Myriad Genetics, Inc. and its subsidiaries.

 Form 10-K for the fiscal year ended June 30, 2007

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Overview, page 31

 Comment:

 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 BOSTON | WASHINGTON | NEW YORK | STAMFORD | LOS
ANGELES | PALO ALTO | SAN DIEGO | LONDON

 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 March 12, 2008

  Page
 2

1.
You do not appear to separately quantify costs incurred for your five product candidates or provide sufficient information that would allow investors to determine the reasonably
likely timing for your product commercialization and related revenue generation. Please revise your disclosure to provide the following information for each of these research and development projects. Refer to the Division of Corporation Finance
“Current Issues and Rulemaking Projects Quarterly Update” under section VIII – Industry Specific Issues – Accounting and Disclosure by Companies Engaged in Research and Development Activities. You can find it at the following
website address:

 http://www.sec.gov/divisions/corpfin/cfcrg032001.htm#secviii.

a.
The costs incurred during each period presented and to date on the project;

b.
The nature, timing and estimated costs of the efforts necessary to complete the project;

c.
The anticipated completion date for the project;

d.
The risks and uncertainties associated with completing development or schedule, and the consequences to operations, financial position and liquidity if the project is not
completed timely; and

e.
The period in which material net cash inflows from the project are expected to commence.

 Regarding a. if you do not maintain any research and development costs by project, disclose why management does not maintain and evaluate research and
development costs by project. Provide other quantitative or qualitative disclosure that indicates the amount of the company’s resources being used on the project.

 Regarding b. and c. disclose the amount or range of estimated costs and timing to complete the phase in process and each future phase. To the extent that information is not estimable, disclose those facts and
circumstances indicating the uncertainties that preclude you from making a reasonable estimate.

 Response:

 Costs Incurred During Each Period and to Date on Each Project: Currently, the only research and development costs we track by individual drug
candidate are external costs such as services provided to us by clinical research organizations, manufacturing of drug supply and other outsourced research. In order to efficiently utilize resources, internal research costs of our drug candidates
are managed on a consolidated basis. Due to this fact, we do not track or assign to individual drug candidates internal costs of research and development such as salaries and benefits, facilities costs, lab supplies, and the costs of preclinical
research and studies. The mix of internal and external costs varies by drug candidate. Because of this distinction and our inability to report internal costs, we believe that disclosure of only our external costs would provide an incomplete picture
of the research and development costs of each of our drug candidates and would be misleading to investors.

 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 March 12, 2008

  Page
 3

 In addition, we believe that disclosure of the external portion of our research and development costs
for each drug candidate would result in serious competitive harm to us. Discussions with potential business partners, contract negotiations for pricing with potential customers, and our position relative to competitors with similar drug candidates
could be negatively impacted by public disclosure of this information.

 As disclosed in our 2007 Annual Report on page 8, we are competing
against some of the largest pharmaceutical and biotechnology companies in the world. Many of these competitors are not obligated to disclose the costs of their research and development of competing products due to the lack of materiality of such
projects as compared to other research and development projects on which they are engaged, or due to the lack of materiality of such projects in relation to their financial statements taken as a whole. The specific and detailed disclosure of
research and development costs incurred by us, as requested, especially in light of the lack of equivalent disclosure by many of our competitors, would place us at an unfair competitive disadvantage. Such information would weaken our competitive
position in that a competitor would be armed with commercially sensitive information about us that would enable the competitor to alter or accelerate its competitive program in response to our historic level of expenditures or recent changes in our
level of expenditures in its programs.

 Furthermore, we believe that disclosure of such information would place us at a competitive
disadvantage in negotiating with vendors and service providers, including third-party clinical research organizations, and potential strategic collaborators. If these parties became aware of the amount of research and development expenditures
allocated to a given project as compared to our aggregate research and development costs for a particular period, they would be in a position of leverage in negotiating the terms for the services they provide or the terms of a proposed
collaboration, as the case may be, which could negatively impact our ability to secure agreements with them on optimal terms, or could even make certain proposed arrangements commercially prohibitive to us.

 For these reasons, we believe that disclosure of this proprietary information would cause us serious competitive harm. Accordingly, we respectfully
propose that we be allowed to continue reporting research and development costs on an aggregate basis.

 Nature, Timing and Estimated
Costs to Complete Each Project/Anticipated Completion Date/ Risks and Uncertainties Associated with Completion of each Project /Period in Which Material Cash Inflows are Expected: We respectfully submit that it is not practicable for us to
disclose with reasonable accuracy the nature, timing and estimated costs to complete each of our research and development projects, other than the nature and timing of our lead product candidate, Flurizan, which is in Phase 3 clinical trials. Our
next most advanced product candidate is in Phase 2 clinical trials, while all of our

 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 March 12, 2008

  Page
 4

other product candidates are in Phase 1 clinical trials. Accordingly, given the early stage of development of our pipeline products and the uncertainty
inherent in the drug development and regulatory process, we are unable to ascertain or estimate with any reasonable degree of accuracy or certainty the information requested. The successful development of any drug candidate, including those that we
currently have under development, is inherently uncertain. The process of researching, developing, manufacturing, testing and bringing to market a new drug candidate takes many years. The duration of a project is dependent upon, among other things,
the type, complexity and novelty of the product and requires the expenditure of substantial resources.

 Clinical development of new drugs in
the United States is a lengthy and uncertain process that includes several steps regulated by the FDA. Preclinical research and development is followed by the filing of an Investigational New Drug Application (“IND”) with the FDA that, if
successful, allows clinical studies of the potential new drug to commence. Clinical development typically involves three phases of study: Phase I, II and III. Each phase typically takes longer to complete and is more costly than the preceding phase,
with the most significant costs associated with clinical development incurred during Phase III trials, as they tend to be the longest and largest studies conducted during the drug development process. Importantly, the actual cost and timing of a
clinical trial are dependent upon a number of factors which are not determinable until the trial is designed and/or has commenced. In addition, even after a clinical trial has been designed and commenced, there can be unanticipated delays and costs
involved with such trial. For example, the rate of completion of a trial depends upon, among other things, the rate of patient enrollment, which is itself dependent upon factors such as the size of the patient population and the proximity of
patients to the trial sites, the nature of the clinical protocol and the eligibility criteria for the trial. Furthermore, the FDA may alter, suspend or even terminate clinical trials at any time. Projects that have been progressing well may be
discontinued abruptly due to negative results of current tests or trials. Conversely, additional trials may be designed or commenced due to positive results of current tests or trials.

 In addition, estimating the period in which material cash inflows are expected and the amount of such cash flows, if any, is influenced by additional
factors such as estimating market size, competition at the time of entry into the market, and efforts required to build the marketing infrastructure and sales force necessary to successfully launch the product at points in time that may be years
into the future.

 Therefore, it is difficult, if not impossible, to predict with any degree of accuracy, especially at the early stages of
drug development, (i) the nature, timing and estimated costs to complete each project, (ii) the anticipated completion date of each project, (iii) the risks and uncertainties associated with completion of each project, or
(iv) when material cash inflows are expected. We respectfully submit that to be required to provide such information, other than the suggested disclosure below, would place the Company either in the position of furnishing information which is
potentially misleading, or information so qualified as to its accuracy as to be of little value to investors.

 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 March 12, 2008

  Page
 5

 Proposed Disclosure in Future Filings: In response to this comment, we propose that our
MD&A disclosure be revised 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 follows:

 Our research and development expenses include costs incurred for our drug candidates currently in human clinical trials, including
Flurizan, Azixa, Vivecon, MPC-0920, and MPC-2130. Currently, the only costs we track by each drug candidate are external costs such as services provided to us by clinical research organizations, manufacturing of drug supply, and other outsourced
research by individual drug candidate. We do not assign to each drug candidate our internal costs such as salaries and benefits, facilities costs, lab supplies and the costs of preclinical research and studies. All research and development costs for
our drug candidates are expensed as incurred.

 Our lead drug candidate, Flurizan, comprises the majority of our research and development
costs for our clinical drug candidates. Based on our current estimates, we anticipate our U.S. Phase 3 trial of Flurizan will be completed in mid-2008, and that development costs associated with a follow-on open label study will continue until we
obtain regulatory approval from the FDA, if at all. We anticipate our European Phase 3 trial of Flurizan will be completed in late 2008, and that development costs associated with this trial will end shortly thereafter. Any future revenue and cash
flow from potential sales of Flurizan are subject to a number of factors, including results from our ongoing clinical trials, regulatory approval, market acceptance of our product, and other factors. If we are able to successfully commercialize
Flurizan, we anticipate revenues and cash flows from sales of this product to commence sometime in mid- to late-2009.

 The timing and amount
of any future expenses, completion dates, and revenues for our other drug candidates is not readily determinable due to the early stage of development of those candidates.

 We do not know if we will be successful in developing any of our drug candidates. While expenses associated with the completion of our current clinical programs are expected to be substantial and increase, we believe
that accurately projecting total program-specific expenses through commercialization is not possible at this time. The timing and amount of these expenses will depend upon the costs associated with potential future clinical trials of our drug
candidates, and the related expansion of our research and development organization, regulatory requirements, advancement of our preclinical programs and product manufacturing costs, many of which cannot be determined with accuracy at this time. We
are also unable to predict when, if ever,

 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 March 12, 2008

  Page
 6

material net cash inflows will commence from our drug candidates other than Flurizan. This is due to the numerous risks and uncertainties associated with the
duration and cost of clinical trials, which vary significantly over the life of a project as a result of unanticipated events arising during clinical development, including:

•

 the scope, rate of progress, and expense of our clinical trials and other research and development activities;

•

 the length of time required to enroll suitable subjects;

•

 the number of subjects that ultimately participate in the trials;

•

 the efficacy and safety results of our clinical trials and the number of additional required clinical trials;

•

 the terms and timing of regulatory approvals;

•

 our ability to market, commercialize and achieve market acceptance for our product candidates that we are developing or may develop in the future; and

•

 the filing, prosecuting, defending or enforcing any patent claims or other intellectual property rights.

 A change in the outcome of any of the foregoing variables in the development of a drug candidate could mean a significant change in the costs and timing

Via Facsimile and U.S. Mail
Mail Stop 6010
        February 27, 2008

Mr. Peter D. Meldrum
President and Chief Executive Officer
Myriad Genetics, Inc.
320 Wakara Way
Salt Lake City, UT  84108

Re: Myriad Genetics, Inc.
 Form 10-K for Fiscal Year Ended June 30, 2007
 File No. 0-26642

Dear Mr. Meldrum:

We have reviewed your filing and have the following comments.  In our
comments, we ask you to provide us with  information to better understand your
disclosure.  Where a comment requests you to  revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filing, as appli cable, in which you intend to fi rst include it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filing.

Please understand that the purpose of our re view 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.

Form 10-K for the fiscal year ended June 30, 2007

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Overview, page 31
 1. You do not appear to separately quan tify costs incurred for your five product
candidates or provide sufficient inform ation that would allow investors to
determine the reasonably likely timi ng for your product commercialization and
related revenue generation. Please revise your  disclosure to provide the following
information for each of these research and development projects. Refer to the

Mr. Peter D. Meldrum
Myriad Genetics, Inc.
February 27, 2008
Page 2
Division of Corporation Finance “Curre nt Issues and Ru lemaking Projects
Quarterly Update” under section VIII – I ndustry Specific Issues – Accounting and
Disclosure by Companies Engaged in Research and Development Activities.  You can find it at the following website address: http://www.sec.gov/divisions/c orpfin/cfcrq032001.htm#secviii
.

a. The costs incurred during each period presented and to date on the project;
b. The nature, timing and estimated costs of the efforts necessary to complete the project;
c. The anticipated completion date for the project;
d. The risks and uncertainties associated with completing development on schedule, and the consequences to oper ations, financial position and liquidity
if the project is not completed timely; and
e. The period in which material net cash in flows from the project are expected
to commence.

Regarding a. if you do not maintain a ny research and development costs by
project, disclose why management does not maintain and evaluate research and development costs by project.  Provide othe r quantitative or qualitative disclosure
that indicates the amount of the company’ s resources being used on the project.

Regarding b. and c. disclose the amount or range of estimated costs and timing to
complete the phase in process and each future phase. To the extent that information is not estimable, disclose those facts and circumstances indicating the uncertainties that preclude you fr om making a reasonable estimate.
 Critical Accounting Policies, page 31

 2. You disclose that your estimate for the allowance for doubtful accounts requires difficult, subjective or complex judgment s.  In Business on page 11 you indicate
that sales of your therapeutic and molecular diagnostic products depend
significantly on the availability of thir d-party reimbursement.  It is unclear
whether your allowance for doubtful accounts relates solely to bad debt expense
or whether it includes contractual allo wances for concessions to third-party
payors.  Please address the following comments:

a. Please revise your revenue recogniti on policy disclosure and critical
accounting policy disclosure to clea rly indicate how you account for
contractual allowances due to third-party payors.  In this regard, please
clarify whether your receivables and revenues are presented net of third-
party allowances.
b. Please disclose whether your accrued liabilities include estimates for
contractual allowances, rebates and/ or discounts.  In addition, please
revise your financial statement disclo sure to provide each accrual greater

Mr. Peter D. Meldrum
Myriad Genetics, Inc.
February 27, 2008
Page 3
than 5% of current liabilities as required by Item 5-02.20 of Regulation S-
X.
c. Please revise your critical accounting policies disclosure to provide the
effect that a reasonably likely change could have, as of the latest balance
sheet provided, on your estimate of the allowance for doubtful accounts.  In addition, for each period presented pl ease revise to disclose the dollar
amount effect that the revision to your prior-period estimate of the
allowance had on your results of operations.  Please see FR-72.
 Results of Operations, page 32

 3. Please revise your disclosure to separately  discuss the impact of price and volume
changes on your reported revenues as re quired by Item 303(a)(3)(iii) of
Regulation S-K.
 Contractual Obligations, page 36

 4. Please revise your contractual obligations table to present in the table or in a
footnote thereto the aggregate total potent ial milestone obliga tions you identify in
Business on page 8, as required by Item 303(a)(5) of Regulation S-K.  In addition, please revise your financial statement f ootnote disclosures to include the amount
of your commitments under these arrange ments and the events that trigger
payments of the milestones.
 Financial Statements

 Note 8:  Segment and Rela ted Information, page F-17

 5. Please revise your disclosure to provide the following information:

a. The amount of assets by segment and a reconciliation to your total assets
as required by paragraph 25 of SFAS 131.
b. The amount of your diagnostic revenues  by product or group of products
as required by paragraph 37 of SFAS 131.  In this regard, it appears that
you identify your individual diagnost ic products in Business on page 4.
 Note 10:  Investment in Prolexys  Pharmaceuticals, Inc., page F-19

 6. It appears that your invest ment in Prolexys meets the 20% significance levels
under Item 3-09 of Regulation S-X for at least fiscal 2005 and fiscal 2006.
However, it does not appear that you provide  the required financial statements of
Prolexys in either this Form 10-K or t hose of the preceding two fiscal years.
Please provide us your significance tests under Item 3-09 of Regulation S-X for
your equity investment in Prolexys for each of the last three fiscal years and

Mr. Peter D. Meldrum
Myriad Genetics, Inc.
February 27, 2008
Page 4
explain to us why you have not provided the audited or unaudited financial statements required under that rule.

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please s ubmit a letter that keys your responses to our
comments and provides the requested information.  Detailed letters greatly facilitate our
review.  Please furnish your letter to us via EDGAR under the form type label
CORRESP.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 co mments, please provide, in your letter, 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 If you have any questions, please co ntact Mark Brunhofer , Senior Staff
Accountant, at (202) 551-3638.  In  this regard, do not hesita te to contact me, at (202)
551-3679.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief
Accountant

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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

</TEXT>
</DOCUMENT>