United States securities and exchange commission logo

                              March 18, 2021

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

                                                        Re: Rain Therapeutics
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted March 5,
                                                            CIK No. 0001724979

       Dear Mr. Vellanki:

             We have reviewed your amended draft 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 providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Amendment No. 1 to Draft Registration Statement on Form S-1

       Prospectus Summary
       Our Development Pipeline, page 2

   1.                                                   We note the revisions
you made in response to prior comment 3. Please further revise the
                                                        pipeline table to
remove the planned trials. The information with respect to your planned
                                                        trials may be
appropriate as a future milestone and should be addressed in the narrative;
                                                        however, depicting
trials that have not yet occurred in the table implies further progress in
                                                        the development
pipeline than is the case.
 Avanish Vellanki
FirstName  LastNameAvanish Vellanki
Rain Therapeutics Inc.
March      NameRain Therapeutics Inc.
       18, 2021
March2 18, 2021 Page 2
FirstName LastName
Executive Compensation, page 117

2.       We note your response to our prior comment 7; however, we also note
that the definition
         of "executive officer" set forth in Rule 240.3b-7 provides that the
term includes any "vice
         president in charge of a principal business unit, division or function
(such as sales,
         administration or finance)". Please provide a more detailed analysis
as to why you believe
         that Mr. Cabatuan, who serves as the "Vice President of Finance and
Administration" does
         not qualify as an executive officer under this definition.
Principal Stockholders, page 127

3.       We note your response to our prior comment 8. In line with our comment
above regarding
         executive compensation, it appears that Mr. Cabatuan may be deemed an
         officer" of the registrant, in which case he should be included in the
beneficial ownership
         table. Please provide your analysis or revise the prospectus to
include the information
         required by Item 403 of Regulation S-K.
       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


                                                              Division of
Corporation Finance
                                                              Office of Life
cc:      Ryan A. Murr