United States securities and exchange commission logo





                              April 20, 2021

       Adrian Adams
       President and Chief Executive Officer
       Impel NeuroPharma, Inc.
       201 Elliott Avenue West, Suite 260
       Seattle, WA 98119

                                                        Re: Impel NeuroPharma,
Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed April 19,
2021
                                                            File No. 333-254999

       Dear Mr. Adams:

             We have reviewed your amended 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 amending your registration
statement or providing the
       requested information. 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 any amendment to your registration statement or
the information you
       provide in response to these comments, we may have additional comments.

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

       Exhibit 3.2 - Form of Restated Certificate of Incorporation to be
effective upon the completion of
       this offering
       Article IX: Choice of Forum, page 6

   1.                                                   We note that the choice
of forum provision in your restated certificate to be effective upon
                                                        the completion of the
offering identifies the Court of Chancery of the State of Delaware as
                                                        the exclusive forum for
certain litigation, including any "derivative action." We further
                                                        note your disclosure on
pages 62 and 168 of your prospectus stating that such provision
                                                        will not apply to suits
brought to enforce a duty or liability created by the Exchange Act.
                                                        Please either (i) amend
the provision in your restated certificate to clearly state that the
                                                        provision does not
apply to federal securities law claims or applies only to state law
                                                        claims, as applicable,
or (ii) provide reasonable assurance that you will make future
 Adrian Adams
Impel NeuroPharma, Inc.
April 20, 2021
Page 2
      investors aware of the provision   s limited applicability, for example
by including such
      disclosure in your future Exchange Act reports.
       You may contact Jeanne Bennett at 202-551-3606 or Lynn Dicker at
202-551-3616 if you
have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at 202-551-2326 or Tim Buchmiller at 202-551-3635 with
any other
questions.



                                                           Sincerely,
FirstName LastNameAdrian Adams
                                                           Division of
Corporation Finance
Comapany NameImpel NeuroPharma, Inc.
                                                           Office of Life
Sciences
April 20, 2021 Page 2
cc:       Amanda L. Rose, Esq.
FirstName LastName