United States securities and exchange commission logo

                           April 8, 2021

       Avanish Vellanki
       Chief Executive Officer
       Rain Therapeutics Inc.
       8000 Jarvis Avenue, Suite 204
       Newark, CA 94560

                                                        Re: Rain Therapeutics
Statement on Form S-1
                                                            Filed April 2, 2021
                                                            File No. 333-254998

       Dear Mr. Vellanki:

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

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies 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 this comment, we may have additional comments.

       Registration Statement on Form S-1

       Prospectus Summary
       Our Development Pipeline, page 2

   1.                                                   We note the revisions
to your pipeline table made in response to prior comment 1. With
                                                        respect to RAIN-32,
please revise the Completed Trials   Timing section of the table to
                                                        identify the phase of
the completed trial.

               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
 Avanish Vellanki
Rain Therapeutics Inc.
April 8, 2021
Page 2

time for us to review any amendment prior to the requested effective date of
the registration

       You may contact Christine Torney at 202-551-3652 or Brian Cascio at
202-551-3676 if
you have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at 202-551-2326 or Laura Crotty at 202-551-7614 with any

FirstName LastNameAvanish Vellanki
                                                             Division of
Corporation Finance
Comapany NameRain Therapeutics Inc.
                                                             Office of Life
April 8, 2021 Page 2
cc:       Ryan A. Murr
FirstName LastName