United States securities and exchange commission logo

                              March 12, 2021

       Bronson Crouch
       Chief Executive Officer
       Instil Bio, Inc.
       3963 Maple Avenue, Suite 350
       Dallas, TX 75219

                                                        Re: Instil Bio, Inc.
Statement on Form S-1
                                                            Filed February 26,
                                                            File No. 333-253620

       Dear Mr. Crouch:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1 filed February 26, 2021

       Capitalization, page 83

   1.                                                   It appears that your
total capitalization reflected in the Actual column should be $292,367
                                                        rather than $252,768.
If you continue to believe that your capitalization is $252,768 please
                                                        provide us with your
       Dilution, page 85

   2.                                                   Historical net tangible
book value (deficit) should exclude convertible preferred stock
                                                        classified outside of
equity. Please revise the calculation or advise as to the
                                                        appropriateness of your
 Bronson Crouch
Instil Bio, Inc.
March 12, 2021
Page 2
Stock-Based Compensation, page 97

3.    Please update the table of stock options to include the estimated fair
value for the grant
      issuances in 2021. Please quantify the amount of the stock compensation
expense you
      expect to recognize for these grants in 2021.
Critical Accounting Policies and Estimates
Stock Valuations, page 98

4.    Please refer to your response to comment 11 of our letter dated February
5, 2021. Please
      provide us with your analysis of the reassessed fair value of common
stock related to the
      options granted in 2021. Please explain the difference between the fair
value of common
      stock in 2021 and the estimated offering price.
Financial Statements
Note 5. Transactions With Immetacyte, page F-18

5.    We see that you acquired Immetacyte for a total purchase price of $15.4
million in March
      2020 and it appears to have a significant impact on your business. Please
tell us your
      consideration of the significance tests outlined in Rule 8-04 of
Regulation S-X and tell us
      how you concluded you did not need to provide audited financial
statements of the
      acquiree. As part of your response provide us with the results of your
significance tests.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration

        You may contact Julie Sherman at 202-551-3640 or Vanessa Robertson at
3649 if you have questions regarding comments on the financial statements and
matters. Please contact Alan Campbell at 202-551-4224 or Celeste Murphy at
3257 with any other questions.

FirstName LastNameBronson Crouch
                                                             Division of
Corporation Finance
Comapany NameInstil Bio, Inc.
                                                             Office of Life
March 12, 2021 Page 2
cc:       Madison A. Jones
FirstName LastName