October 3, 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. 2 to Registration Statement on Form F-1
           Filed September 25, 2018
           File No. 333-226368

Dear Mr. Lazzaretti:

      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
and 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 and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our August 31,
2018 letter.

Registration Statement on Form F-1

Prospectus Summary
Selected Risks Affecting Our Business, page 4

1.     Please expand your disclosure to highlight that risk that concentration
of ownership of
       your ordinary shares will result in directors, officers and 10%
shareholders exerting
       significant influence over matters that require shareholder vote, as
discussed on page 41.
 Tiziano Lazzaretti
Tiziana Life Sciences plc
October 3, 2018
Page 2
Capitalization, page 51

2.     Please revise your presentation to include the balance of interest
bearing loans and
       borrowings in the total capitalization amounts.
3.     You disclose that the pro forma presentation gives effect to loans with
gross proceeds of
       $1,163,550. Please explain to us the change in cash and short-term
deposits and short-
       term investments between the Actual and Pro Forma columns of your
disclosure. Also,
       please clarify here, in the Dilution section on page 52 and in the
offering summary
       beginning on page 7 that the loans are convertible, as per your
disclosures on page F-24,
       and whether the conversions are excluded from your pro forma as adjusted
disclosures.
       Tell us whether the loans become convertible at the option of the holder
or of the
       company following the requisite fundraising event.
Exhibits

4.     We acknowledge your response to comment 1. Please also amend the
disclaimer in
       Section 23 of the Deposit Agreement so that it reflects amended Section
14(q) of the form
       of American Depositary Receipt.
       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.



                                                             Sincerely,
FirstName LastNameTiziano Lazzaretti
                                                             Division of
Corporation Finance
Comapany NameTiziana Life Sciences plc
                                                             Office of
Healthcare & Insurance
October 3, 2018 Page 2
cc:       Ed Lukins, Esq.
FirstName LastName