February 21, 2018

Tiziano Lazzaretti
Chief Financial Officer
Tiziana Life Sciences plc
3rd Floor, 11-12 St. James's Square
London SW1 4LB, United Kingdom

       Re: Tiziana Life Sciences plc
           Amendment No. 1 to Draft Registration Statement on Form 20-F
           Submitted February 8, 2018
           Amendment No. 2 to Draft Registration Statement on Form 20-F
           Submitted February 9, 2018
           CIK No. 0001723069

Dear Mr. Lazzaretti:

      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. 2 to DRS Form 20-F submitted on February 9, 2018

Item 4. Information on the Company
B. Business Overview
Our Product Candidates, page 51

1.     We note your response to comment 3. However, you continue to indicate
that the product
       candidates are safe, that the trials have demonstrated safety and that
you will make
       determinations with respect to safety. The determination that a product
candidate is safe
 Tiziano Lazzaretti
FirstName LastNameTiziano Lazzaretti
Tiziana Life Sciences plc
Comapany NameTiziana Life Sciences plc
February 21, 2018
June 16, 2017 Page 2
Page 2
FirstName LastName
         is within the exclusive authority of the FDA and comparable foreign
regulatory entities,
         and is continually assessed during all phases of clinical trials. If
accurate, you may state
         that your product candidates were well tolerated or that there were no
serious adverse
         events relating to the product candidates observed during the trial.
Alternatively, you may
         present data related to adverse events observed as evidence of safety.
For example:
           Page 53: "If safe, a high dose of 5mg/dose will be administered
orally further for 5
             consecutive days followed by 10 days of safety monitoring. If data
indicates that the
             drug is safe, Phase IIa trials will be administered.
           Page 62: "Monotherapy treatment regimen with milciclib ... was safe
and well
             tolerated ...seven patients ... have been continuing treatment
with milciclib for more
             than 2 years with excellent safety profile. Among these, 2
patients have been treated
             with milciclib for approximately 5 years, demonstrating safety of
the drug for long
             term treatment."
Milciclib, page 56

2.       We note your response to comment 7, which we reissue in part. Please
tell us why you
         report the number of patients on page 61 as approximate.
Phase II Data in Thymoma and Thymic Carcinoma, page 62

3.       We note your response to comment 9, which we reissue in part. Please
explain the
         meaning of "clinically interesting" in this context.
Collaborations and License Agreements, page 66

4.       Refer to your response to our prior comment 12. As previously
requested, please provide
         us your analysis of the Nerviano Option to repurchase shares, which
should include a
         description of terms, your determination of accounting treatment for
the option, and the
         specific accounting guidance on which you relied.
Notes to Consolidated Financial Statements
16. Share Capital, page F-18

5.       We acknowledge your response to prior comment 19. Although you
indicate that the
         $41.3 million credit resulting from your capital reduction is
distributable and was recorded
         in retained earnings in accordance with normal accounting practice in
the U.K., paragraph
         15 of IAS 1 requires the representationally faithful presentation of
transactions in the
         financial statements. We believe that there is no specific prohibition
in IFRS from
         presenting this transaction in a separate reserve and that its
commingling with your
         historical operating results in "retained earnings" is not
representationally faithful. As a
         result, please revise your presentation to reclassify this capital
reduction transaction from
         your retained earnings to some other capital reserve and revise your
footnote disclosure to
         indicate the impact of this new capital reserve on your dividend
paying capacity.
 Tiziano Lazzaretti
Tiziana Life Sciences plc
February 21, 2018
Page 3

        You may contact Rolf Sundwall at (202) 551-3105 or Mark Brunhofer at
(202) 551-
3638 if you have questions regarding comments on the financial statements and
related
matters. Please contact Christine Westbrook at (202) 551-5019 or Suzanne Hayes
at (202) 551-
3675 with any other questions.

FirstName LastNameTiziano Lazzaretti                     Division of
Corporation Finance
Comapany NameTiziana Life Sciences plc                   Office of Healthcare &
Insurance
June 16, 2017 Page 3
cc: Ed Lukins, Esq.
FirstName LastName