November 19, 2024 Bronson Crouch Chief Executive Officer Instil Bio, Inc. 3963 Maple Avenue, Suite 350 Dallas, TX 75219 Re: Instil Bio, Inc. Registration Statement on Form S-3 Filed November 13, 2024 File No. 333-283205 Dear Bronson Crouch: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. 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. Please contact Tyler Howes at 202-551-3370 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Courtney M.W. Tygesson, Esq.