March 12, 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. 4 to Draft Registration Statement on Form 20-F
           Submitted February 27, 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. 4 to Draft Registration Statement on Form 20-F

Notes to Consolidated Financial Statements
16. Share Capital, page F-18

1.
       We acknowledge your response to prior comment 5. It is unclear to us
whether the order
       from the High Court of England and Wales (the Order) as it relates to a
credit to retained
       earnings is made in the context of generally accepted accounting
principles in the United
       Kingdom (UK GAAP) or IFRS and/or whether "retained earnings" is a
defined term under
       either UK GAAP or IFRS. Although we acknowledge that the capital
reduction resulting
 Tiziano Lazzaretti
Tiziana Life Sciences plc
March 12, 2018
Page 2
      from the Order created distributable reserves, we continue to have
concerns that
      characterizing $41.3 million of capital contributed by shareholders as
"retained earnings"
      is a faithful representation of the transaction. Please address the
following:
        Tell us if "retained earnings" is defined under UK GAAP.
        Tell us whether the Order applies to UK GAAP financial statements or
IFRS financial
          statements.
        If you are able to support that the Order applies to your IFRS
financial statements, tell
          us whether the High Court regularly makes determination of accounting
classification
          under IFRS or whether it merely approved the underlying general
objective of your
          capital reduction transaction to create distributable reserves.
        Tell us your consideration for presenting your distributable reserves
in two separate
          columns on your statements of shareholders' equity (one for
distributable reserves
          converted from contributed capital and the other from your results of
operations) and
          your consideration for titling the contributed capital component to
anything other than
          "retained earnings."




21. Reserves, page F-23

2.    Please confirm whether the  41.3 million of distributable reserves
disclosed on page F-24
      is denominated in GBP or USD, as indicated in your Consolidate Statements
of
      Shareholders' Equity on page F-5, and revise accordingly.
        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 2
cc: Ed Lukins, Esq.
FirstName LastName