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  Gibson, Dunn & Crutcher LLP

One Embarcadero Center, Suite 2600

San Francisco, CA 94111-3715

Tel 415.393.8200

www.gibsondunn.com

January
16, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission
Division of Corporation Finance

Office
of Mergers & Acquisitions

100 F Street, N.E.

Washington, D.C. 20549

Attention:	   Shane Callaghan, Perry Hindin

 Re: Rain
                                            Oncology Inc.

                                            Schedule 14D-9 filed December 27, 2023

                                            File No. 005-92501

Ladies
and Gentlemen:

On
behalf of Rain Oncology Inc. (the “Company”), we are writing in response to the comment letter, dated January 5, 2024 (the
“Comment Letter”), of the staff of the Office of Mergers and Acquisitions (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) with respect to the Company’s above-referenced Schedule 14D-9, filed with the
Commission on December 27, 2023 (the “Schedule 14D-9”).

This
letter, together with the Company’s Amendment No. 1 to the Schedule 14D-9 (“Amendment No. 1”), are being filed with
the Commission electronically via the EDGAR system today. The headings and numbered paragraphs below correspond to the headings and numbered
paragraphs set forth in the Comment Letter. For the Staff's convenience, we have set forth below each of the numbered comments of your
letter in italics followed by the Company’s responses thereto.

Capitalized
terms used but not defined in this letter have the meanings given to them in the Schedule 14D-9.

    Securities
    and Exchange Commission
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    January
    16, 2024

Schedule
14D-9 filed December 27, 2023

General

1.       Pages
50 and 56 of the Schedule 14D-9 refer readers to Annex I for a copy of Section 262 of the DGCL; however, Annex I of the Schedule 14D-9
instead reflects the opinion of Leerink Partners and Section 262 of the DGCL is not otherwise reproduced in the Schedule 14D-9. Please
revise or advise.

Response:
In response to the Staff’s comment, the Company has revised the Schedule 14D-9 in Amendment No. 1 to delete the erroneous reference
to Section 262 of the DGCL being found at Annex I and instead refer to the publicly available copy of Section 262 of the DGCL online
at https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Past
Contacts, Transactions, Negotiations and Agreements, page 5

2.       On
pages 9-10 of the Schedule 14D-9, please revise your summary of the Support Agreements to describe any other relationships between Rain
and the Supporting Stockholders. For example, Mr. Vellanki is Rain's Chairman and CEO and Aaron Davis, a director of Rain, has an ownership
interest in Boxer Capital according to Rain's most recent proxy statement, filed April 19, 2023.

Response:
In response to the Staff’s comment, the Company has revised pages 9-10 of the Schedule 14D-9 in Amendment No. 1 as requested.

3.       Based
on your disclosure of the employment agreement with Dr. Doebele on page 13 of the Schedule 14D-9, it appears that you should file this
agreement as an exhibit to Schedule 14D-9. Refer to Item 9 of Schedule 14D-9 and Item 1016(e) of Regulation M-A. Please revise or advise.

Response:

In
response to the Staff’s comment, the Company has filed the employment agreement with Dr. Doebele with Amendment No. 1 as requested
(the exhibit index has been updated to incorporate by reference to Exhibit 10.8 of Rain’s Registration Statement on Form S-1 filed
on April 2, 2021).

The
Solicitation or Recommendation, page 15

4.       On
page 18 of the Schedule 14D-9, we note that the Rain Board discussed "three preferred opportunities" at its meeting on August
9, 2023 and that the Rain Board then "deprioritized two of the three preferred opportunities" at its meeting on September 26,
2023. Please revise this disclosure to clarify the three referenced "preferred opportunities" and which of them were "deprioritized"
at the September 26 meeting.

    Securities
    and Exchange Commission
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    January
    16, 2024

Response:
In response to the Staff’s comment, the Company has revised the disclosure in Amendment No. 1 as requested. Specifically, the
Company has revised page 18 of the Schedule 14D-9 in Amendment No. 1 to identify the three preferred opportunities using the code names
“Strategic Party A,” “Strategic Party F” and “Strategic Party G” and identify Strategic Party F and
Strategic Party G as the potential counterparties with respect to which the opportunities were deprioritized, as well as the reasons
for such deprioritization.

5.       We
note Rain management's dissolution analysis summarized on pages 35-36 of the Schedule 14D-9. Please also summarize the material assumptions
and limitations of this dissolution analysis, including why management assumed that (i) approximately $34,039,999 would be available
for disbursement to stockholders at the commencement of the dissolution process and (ii) 75% of the remaining portion of cash, after
accounting for expenses related to the Rain Litigation, would be available for later distribution.

Response:
In response to the Staff’s comment, the Company has revised page 35-36 of the Schedule 14D-9 in Amendment No. 1 as requested.

6.       We
note your disclosure on page 44 of the Schedule 14D-9 that Leerink Partners has a “longstanding relationship and familiarity with
Rain and its business.” Please revise your disclosure to briefly explain the nature of this preexisting relationship with Leerink
Partners.

Response:
In response to the Staff’s comment, the Company has revised Amendment No. 1 to clarify that Leerink Partners has not performed
work for Rain in the past.

*	*	*

    Securities
    and Exchange Commission
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    January
    16, 2024

We
hope that the foregoing has been responsive to the Staff’s comments. If you have any questions about this letter or require any
further information, please call the undersigned of Gibson, Dunn & Crutcher LLP at (415) 393-8373.

  Very truly yours,

  /s/ Ryan A. Murr

  Ryan A. Murr

 cc: Avanish
                                            Vellanki (Rain Oncology Inc.)

                                            Erik Atkisson (Rain Oncology Inc.)