September 4, 2007
Mr. Gregory S. Belliston
Division of Corporate Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549
File No. 000-17988
Dear Mr. Belliston:
This letter is in response to your letter of August 31, 2007 regarding Neogen Corporation’s Schedule 14A filed August 24, 2007 (the filing).
Neogen Corporation (the Company) acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the filing; it understands that United States Securities and Exchange Commission (Commission) staff (staff) comments or changes in disclosure in response to staff comments in the filing 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 of any person under the federal securities laws of the United States.
Proposal 2, page 6
Staff Comment
Please disclose whether or not you currently have plans to issue any of the shares that would be authorized through this proposal. If you do, please describe the plans, state approximately how many shares will be issued pursuant to each such plan, and then state that you currently have no other plans besides the ones that are discussed. If you do not have any plans to issue the shares, state that fact.
Company Response
We have added the following sentence as the second sentence of the second paragraph: The Board has no current plans to issue any of the shares that would be authorized by this proposal.
Proxy Card
Staff Comment
Please revise the proxy card so it refers to all of the proposals rather than proposal 1.
Company Response
The proxy card has been revised to be inclusive of all proposals.
The Company trusts that you find these comments responsive to your observations and questions and remains prepared to provide any additional information that you may require.
Sincerely,
| Neogen Corporation |
/s/ James L. Herbert |
| James L. Herbert |
| Chairman & CEO |
/s/ Richard R. Current |
| Richard R. Current |
| Vice President & CFO |
