Instil Bio, INC.

3963 Maple Avenue, Suite 350

Dallas, TX 75219


March 16, 2021       Via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Julie Sherman

Vanessa Robertson

Alan Campbell

Celeste Murphy



Instil Bio, Inc.


Registration Statement on Form S-1


File No. 333-253620



Acceleration Request


Requested Date: March 18, 2021


Requested Time: 4:00 P.M. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) to become effective on March 18, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

Once the Registration Statement has been declared effective, please orally confirm that event with Madison Jones, counsel to the Registrant, at (202) 728-7087.

Very truly yours,

Instil Bio, Inc.

/s/ Bronson Crouch            

Bronson Crouch

Chief Executive Officer



Divakar Gupta, Cooley LLP


Madison Jones, Cooley LLP