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                           May 25, 2021

       Heather Turner
       Chief General Counsel
       Lyell Immunopharma, Inc.
       400 East Jamie Court, Suite 301
       South San Francisco, California 94080

                                                        Re: Lyell Immunopharma,
Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted May 12,
2021
                                                            CIK No. 0001806952

       Dear Ms. Turner:

             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
response.

             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
       comments.

       Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
May 12, 2021

       Notes to Unaudited Condensed Consolidated Financial Statements
       14. Subsequent Events, page F-55

   1.                                                   Please disclose the
amount of the stock compensation expense you expect to recognize for
                                                        these equity
instruments in 2021.
       General

   2.                                                   We note that Lyell
Immunopharma Inc. appears to own investment securities that have a
                                                        value exceeding 40% of
the value of the company   s assets. Please see Section 3(a)(1)(C)
                                                        of the Investment
Company Act of 1940. Please provide us with a detailed analysis as to
                                                        whether Lyell is an
investment company as defined under the Investment Company Act
 Heather Turner
Lyell Immunopharma, Inc.
May 25, 2021
Page 2
      and subject to registration under the Act or whether the company would be
deemed not to
      be an investment company. See Rule 3a-8 of the Investment Company Act.
       You may contact Jenn Do at 202-551-3743 or Vanessa Robertson at
202-551-3649 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Tom Kluck at 202-551-3233 or Laura Crotty at 202-551-7614 with any
other questions.



                                                         Sincerely,
FirstName LastNameHeather Turner
                                                         Division of
Corporation Finance
Comapany NameLyell Immunopharma, Inc.
                                                         Office of Life
Sciences
May 25, 2021 Page 2
cc:       Dave Peinsipp
FirstName LastName