SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
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                          SCHEDULE 13G
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            INFORMATION TO BE INCLUDED IN STATEMENTS FILED
         PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS
              THERETO FILED PURSUANT TO RULE 13d-2(b)

                       (AMENDMENT NO. 2)1

                      Myriad Genetics, Inc.
                        (NAME OF ISSUER)

                 Common Stock, $0.01 par value
                 (TITLE OF CLASS OF SECURITIES)

                          62855J 10 4
                         (CUSIP NUMBER)

                          December 31, 1998
        (Date of Event which requires Filing of this Statement)

        Check the appropriate box to designate the rule
        pursuant to which this Schedule is filed:

                  x Rule 13d-1(b)
                  o Rule 13d-1(c)
                  o Rule 13d-1(d)



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1    The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class
     of securities, and for any subsequent amendment containing information
     which would alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not
     be deemed to be "filed" for the purpose of Section 18 of the Securities
     Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
     that section of the Act but shall be subject to all other provisions of
     the Act (however, see the Notes).


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ITEM 10.  CERTIFICATION.  (if filing pursuant to Rule 13d-1(b))

          By signing below Ardsley Advisory Partners and Philip J. Hempleman
certify that, to the best of their knowledge and belief, the securities
referred to above were acquired in the ordinary course of business, were not
acquired for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having such purposes
or effect.



                            SIGNATURE

          After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.




                              February ____, 1999



                              /s/Philip J. Hempleman
                              ----------------------
                              Philip J. Hempleman, as
                              Managing Partner of 
                              Ardsley Advisory Partners


                              /s/Philip J. Hempleman
                              ----------------------
                              Philip J. Hempleman

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