Via Facsimile and U.S. Mail
Mail Stop 03-09


May 11, 2005


Mr. James L. Herbert
President, Chief Executive Officer, Director
Neogen Corporation
620 Lesher Place
Lansing, Michigan  48912

Re:	Neogen Corporation
	Form 10-K for the fiscal year ended May 31, 2004
	File No. 000-17988

Dear Mr. Herbert:

      We have reviewed your response letter dated April 25, 2005
to
our comment letter dated April 13, 2005 and have the following
comment.  In our comment, we ask you to provide us with
supplemental
information so we may better understand your disclosure.  Please
provide us the supplemental information requested within 10
business
days of the date of this letter or tell us when you will provide a
response prior to the expiration of the 10-day period.  Please
furnish a letter with your supplemental responses that keys your
response to our comment.  Detailed letters greatly facilitate our
review.  You should file the letter on EDGAR under the form type
label CORRESP.  Please understand that we may have additional
comments after reviewing your responses to our comment.

	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 on 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 year ended May 31, 2004

Notes to Consolidated Financial Statements

Summary of Accounting Policies - Goodwill and Intangibles Assets,
page F-7

1. In your response to comment #2, we noted that you saw no
evidence
that resulted in the conclusion that: (a) the useful life elected
for
the customer relationships was inappropriate or (b) any diminution
of
the customer base was on anything but a straight line ratable
basis.
Based on this, it would appear that (i) the customer base
decreases
each year over the useful life and (ii) that you would receive
less
and less benefit from the customer relationships in each
succeeding
year of the useful life.  As it is still unclear why amortizing
the
customer relationships on a straight-line basis is appropriate,
please further clarify for us how this accounting policy is
appropriate.


   	You may contact Christine Allen, Staff Accountant, at (202)
824-
5533 or Oscar Young, Senior Staff Accountant, at (202) 942-2902 if
you have questions regarding the comments. In this regard, do not
hesitate to contact me, at (202) 942-1803.

								Sincerely,


								Jim B. Rosenberg
								Senior Assistant Chief
Accountant
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James L. Herbert
Neogen Corporation
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