January 19, 2021


Curtis Tate, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099

          Re: BlackRock Innovation and Growth Trust, File Nos. 333-251526;
811-23625

Dear Mr. Tate:

         We have reviewed the registration statement for BlackRock Innovation
and Growth Trust (the
  Trust  ), filed on Form N-2 with the Securities and Exchange Commission on
December 21, 2020, and
have the comments below. Comments given in one section apply to other sections
in the filing that contain
the same or similar disclosure. The captions used below correspond to the
captions the Trust uses in the
registration statement. All capitalized terms not otherwise defined herein have
the meaning given to them
in the registration statement.

    1. Please confirm in your response letter that FINRA has reviewed the
proposed underwriting terms
       and arrangements for the transactions described in the registration
statement, including the amount
       of compensation to be allowed or paid to the underwriters and any other
arrangements among the
       Trust, the underwriter, and other broker dealers participating in the
distribution, and that FINRA
       has issued a statement expressing no objections to the compensation and
other arrangements.

    2. Please tell us if you have presented any test-the-waters materials to
potential investors in connection
       with this offering. If so, please provide us with copies of such
materials. (See, Rule 163B under the
       Securities Act of 1933 (  Securities Act  )).

                                              COVER PAGE
Investment Strategy

    3.      In regard to the Trust  s   writing (selling) call and put options
on indices of securities and
            sectors of securities,   please add disclosure regarding whether
these options will be covered or
            uncovered.

    4.      The penultimate paragraph in this subsection states,   The Trust
may also invest, without limit,
            in privately placed or restricted securities (including in Rule
144A securities, which are
            privately placed securities purchased by qualified institutional
buyers), illiquid securities and
            securities in which no secondary market is readily available,
including those of private
            companies. . . . Under normal market conditions, the Trust
currently intends to invest up to

            Curtis Tate, Esq.

           January 19, 2021

                     Page 2

           25% (emphasis added) of its total assets, measured at the time of
investment, in such
           securities.    Please supplement this disclosure based on the
sentence on page 17 below, which
           states: "The Trust may invest without limitation in illiquid or less
liquid investments or
           investments in which no secondary market is readily available or
which are otherwise illiquid,
           including private placement securities."

Leverage

   5.      We note that the Trust    currently does not intend to borrow money
or issue debt securities or
           preferred shares.    Please confirm that the Trust does not intend
to issue debt securities or
           preferred stock within one year of the effective date of the
registration statement, or add
           appropriate disclosure.

Limited Term and Eligible Tender Offer

   6.      The disclosure states that    The Board may, by a Board Action Vote,
cause the Trust to conduct
           a tender offer, as of a date within twelve months preceding the
Dissolution Date (as may be
           extended as described above), to all common shareholders to purchase
100% of the then
           outstanding common shares (emphasis added) of the Trust at a price
equal to the NAV per
           common share on the expiration date of the tender offer (an
Eligible Tender Offer   ).
           However, it further states,    In an Eligible Tender Offer, the
Trust will offer to purchase all
           common shares held by each common shareholder; provided that if the
payment for properly
           tendered common shares would result in the Trust having aggregate
net assets below the
           Dissolution Threshold, the Eligible Tender Offer will be canceled
(emphasis added), no
           common shares will be repurchased and the Trust will dissolve as
scheduled. In other words,
           the disclosure indicates that the tender offer will be expressly
structured so that the Trust will
           specifically never    purchase 100% of the then outstanding common
shares.    Accordingly,
           please revise this cover page disclosure to eliminate this untrue
statement. See, Section 14(e)
           of the Securities Exchange Act of 1934.

   7.      If the Eligible Tender Offer could have a reasonable likelihood of
causing the effects described
           in paragraph (a)(3)(ii) of Rule 13e-3 of the Securities Exchange Act
of 1934 as to the Trust,
           this would appear to invoke the disclosure requirements of Rule
13e-3. Please include a
           contrary analysis with your response, or if you conclude that the
rule could apply, please modify
           your disclosure to inform investors the circumstances under which
the rule would apply and
           what that would entail.

                                     PROSPECTUS SUMMARY
Investment Strategy

   8.      The second paragraph states,    In evaluating innovative companies,
the Advisor seeks to
           identify, using its own internal research and analysis, companies
capitalizing on innovation or
           that are enabling the further development of the theme of innovation
in the markets in which
           they operate.    This language appears to cast a wide net of
companies that could qualify as
           "innovative." Please disclose any objective and measurable criteria
that will be used to identify
           "innovative" companies.

   9.      The disclosure in this sub-section states,    The Advisor   s
outlook for a company based upon
           these and other factors is then compared to the outlook of the
company implied in the current

             Curtis Tate, Esq.

            January 19, 2021

                      Page 3

           share price of the company. The Advisor looks to invest in companies
where its view of future
           cash flows is more favorable than that which it believes is implied
(emphasis added) by the
           current price.   Clarify the disclosure by explaining how the
portfolio company's free cash flow
           is "implied" by its current share price.

Special Risk Considerations

   10.     Please move the sub-section on page 14 entitled   Risks Associated
with the Trust  s Options
           Strategy   to the beginning of this section.

   11.     In the discussion regarding   Restricted and Illiquid Investments
Risk,   add the parenthetical
             junk bonds   after the words   below investment grade quality   on
page 18.

CERTAIN PROVISIONS IN THE AGREEMENT AND DECLARATION OF TRUST AND BYLAWS

   12.     The disclosure on page 83 states,   The Agreement and Declaration of
Trust states that the Trust
           is subject to the Maryland Control Share Acquisition Act (the
MCSAA  ) to the same extent
           as if the Trust were a Maryland corporation registered under the
Investment Company Act as
           a closed-end investment company.   If true, please affirmatively
state that the Trust has   opted
           into   the MCSAA instead of   is subject to   the MCSAA.

   13.     The MCSAA provides that the subtitle does not apply to   (4) A
corporation registered under
           the Investment Company Act of 1940 as a closed end investment
company unless its board of
           directors adopts a resolution to be subject to this subtitle on or
after June 1, 2000, provided that
           the resolution shall not be effective with respect to any person who
has become a holder of
           control shares before the time that the resolution is adopted.
Please clarify whether the board
           had adopted the resolution opting into the MCSAA or not.

   14.     Please clarify the meaning and implications of the disclosures and
how they will be used in a
           defensive context. For example, if it is the Trust  s intention,
clarify that it is reserving
           discretion to allow friendly control shareholders to vote, but not
unfriendly ones.

                                       GENERAL COMMENTS

   15.     We note that portions of the filing are incomplete. We may have
additional comments on such
           portions when you complete them in pre-effective amendments, on
disclosures made in
           response to this letter, on information you supply to us, or on
exhibits added in any pre-effective
           amendments.

   16.     Responses to this letter should be made in a letter filed on Edgar
and in the form of a pre-
           effective amendment filed pursuant to Rule 472 under the Securities
Act. Where no change
           will be made in the filing in response to a comment, please indicate
this fact in the letter to us
           and briefly state the basis for your position. If you intend to omit
certain information from the
           form of prospectus included with the registration statement that is
declared effective in reliance
           on Rule 430A under the Securities Act, please identify the omitted
information to us
           supplementally, preferably before filing the pre-effective
amendment.

             Curtis Tate, Esq.

            January 19, 2021

                      Page 4

      17.       We remind you that the Trust and its management are responsible
for the accuracy and
                adequacy of its disclosures, notwithstanding any review,
comments, action or absence of action
                by the staff.

        Should you have any questions prior to filing a pre-effective
amendment, please feel free to contact
me at 202-551-6769.


Sincerely,


/s/ Deborah L. O   Neal


Deborah L. O   Neal

Senior Counsel
cc:         Keith A. OConnell, Branch Chief
            Michael J. Spratt, Assistant Director