January 19, 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
           Draft Registration Statement on Form 20-F
           Submitted December 22, 2017
           CIK No. 0001723069

Dear Mr. Lazzaretti:

       We have reviewed your 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
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

DRS Form 20-F submitted December 22, 2017

Item 4. Information on the Company
B. Business Overview
Overview, page 49

1.     Please clarify the meaning of any scientific or technical terms the
first time they are used
       in order to ensure that lay readers will understand the disclosure. For
example, please
       briefly explain what you mean by "fully human monoclonal anti-CD3 mAB,"
       dependent kinases," "microRNAs," and "anti-IL6R mAB." Please also
explain briefly the
       significance of Foralumab being a "fully human" monoclonal antibody, as
shown in the
 Tiziano Lazzaretti
FirstName LastNameTiziano Lazzaretti
Tiziana Life Sciences plc
Comapany NameTiziana Life Sciences plc
January 19, 2018
June 16, 2017 Page 2
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FirstName LastName
         graphic on page 52, the "Mayo Risk Score" referenced on page 54 and
the "Fc portion of
         Foralumab" referenced on page 55.

2.       Please revise your disclosure that states you acquired Milciclib from
Nerviano Medical
         Sciences S.r.l. to clarify that you have in-licensed the intellectual
property relating to the
         development of this product candidate.

3.       The descriptions of our product candidates and the related clinical
trials include
         numerous statements indicating that the candidates are safe and
effective. Please remove
         all statements throughout your registration statement that present
your conclusions
         regarding the safety or efficacy of your drug candidates as these
determinations are
         within the authority of the U.S. Food and Drug Administration and
         regulatory bodies. With respect to safety, we will not object to
statements that your drug
         candidates were well-tolerated or that no serious adverse events were
reported. With
         respect to statements that your clinical trials demonstrated efficacy,
you may present a
         balanced summary of the data from the clinical trials but not your
conclusions that the
         data demonstrates efficacy. Additionally, revise the descriptions of
your clinical trials to
         describe the endpoints in terms of the objective data points you used
to draw your

Foralumab (TZLS-401 formerly known as NI-0401), page 51

4.       Please revise your filing to disclose Professor Howard Weiner's and
Prof. Kevan Herold's
         membership on your Scientific Advisory Board and any other material
relationships they
         have with you.
Our Product Candidates, page 51

5.       Please ensure that all graphs and charts are legible, including the
chart on page 65
         summarizing your intellectual property portfolio. Additionally, please
provide us proofs
         of all graphics, visual or photographic information you will provide
in the printed
         prospectus prior to its use, for example in a preliminary prospectus.
Please note that we
         may have comments regarding this material.

6.       Please remove Crohn's disease from the pipeline development chart
since you have
         determined not to pursue this indication. Additionally, it appears
from your disclosure
         that you are not presently in the position to commence Phase 3
clinical development of
         Micliclib for the treatment of thymic carcinoma/thymoma. Please revise
the arrow for
         this indication so that it illustrates the current stage of
Milciclib (TZLS-201) , page 56

7.       Please expand your disclosure on page 57 to explain what you mean that
"a block in G1
 Tiziano Lazzaretti
FirstName LastNameTiziano Lazzaretti
Tiziana Life Sciences plc
Comapany NameTiziana Life Sciences plc
January 19, 2018
June 16, 2017 Page 3
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FirstName LastName
         phase of the cell cycle was observed" and the significance of
Milciclib being able to
         "modulate the phosphorylation of the Retinoblastoma protein....as well
as to reduce
         phosphorylation status of proteins of the TRKa signaling pathway in
cells expressing the
         tyrosine kinase receptor." Explain how "significant" anti-tumor
activity and "consistent
         tumor growth inhibition" were measured. Additionally, explain the
meaning of the
         statement in the chart on page 60 that references "encouraging
clinical benefit in ~36%
         patients" and tell us why you report the number of patients on page 61
as approximate.

Phase I Development, page 58

8.       Please revise your table to describe the clinical trial observations
that you describe as
         "disease stabilization," "partial response," and patient benefit.
Additionally, explain the
         meaning of Cmax, daily AUC, CR and PR.
Phase II Data in Thymoma and Thymic Carcinoma , page 62

9.       Please provide support for your estimated PFS survival rate at three
months of about 17%
         and explain the meaning of "clinically interesting" in this context.

Anti-IL6R Fully Human mAb TZLS-501 (formerly known as NI-1201), page 63

10.      Please explain how TZLS-501 demonstrated a decreased potential for
adverse events and
         the potential for overcoming the limitations of other IL-6 pathway
drugs. Additionally,
         describe the limitations of other IL-6 pathway drugs.
Intellectual Property , page 64

11.      Please revise the table on page 65 to identify the licenses related to
your rights to each
         patent family.
Collaborations and License Agreements, page 66

12.      Please provide your analysis of the Nerviano Option to repurchase
shares. Include in this
         analysis a description of the terms, your determination of accounting
treatment for the
         option, and the specific accounting guidance on which you relied. In
         specifically tell us why you paid Nerviano  2.1 million for the
subscription of 4.2 million
         of your ordinary shares issued to Nerviano as indicated in the third
full paragraph on
         page 67 and how this is consistent with your disclosure in Note 16 on
page F-18
         regarding the issuance of these shares.
Item 5: Operating and Financial Review and Prospects
H. Critical Accounting Policies and Significant Judgments and Estimates
Income Taxes, page 90
 Tiziano Lazzaretti
FirstName LastNameTiziano Lazzaretti
Tiziana Life Sciences plc
Comapany NameTiziana Life Sciences plc
January 19, 2018
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FirstName LastName

13.      Please tell us how your disclosed use of a valuation allowance against
deferred tax assets
         and your two-step process to determine tax benefits to recognize for
uncertain income tax
         positions complies with your stated policy in Note 2 on page F-8 and
the guidance in IAS
Item 9: The Offer and Listing
A. Offering and Listing Details, page 102

14.      You indicate that the reported closing prices of your ordinary shares
on the AIM is in
         pounds Sterling; however, the amounts presented in the table appear to
be the amounts as
         reported on the exchange in pence. Please revise your disclosure to
either move the
         decimal point in your table to appropriately reflect your closing
prices in pounds Sterling
         or indicate that the presented amounts are in pence. In addition,
please expand your
         disclosure to include the annual high and low market prices of your
ordinary shares for
         fiscal years ended December 31, 2015 and 2014, and update your
disclosure to provide
         the closing prices for the most recent six months. Refer to Item 9.A.4
of Form 20-F.
Consolidated Statements of Operations and Comprehensive Loss, page F-4

15.      Please address the following regarding your presentation of other
comprehensive loss and
         comprehensive loss (referencing, where appropriate, the specific
accounting guidance on
         which you relied):
           Tell how your presentation complies with the guidance in paragraph
81A of IAS 1 to
            present total other comprehensive income in a single statement of
profit or loss and
            other comprehensive income or two separate statements. In this
regard, we note that:
            o   you present translation income/loss in your consolidated
statements of
                shareholders' equity that is in addition to that presented in
this statement; and
            o   therefore, total comprehensive loss presented in this statement
differs from that
                presented in your equity statement.
           Tell us how your consolidated statements of cash flows complies with
the guidance in
            paragraph 18 of IAS 7. In this regard, although you indicate that
those statements
            begin with net loss, the amounts presented appear to include the
other comprehensive
            loss that is reported in your consolidated statements of operations
and comprehensive
Notes to Consolidated Financial Statements
Basis of preparation, page F-7

16.      Please revise your footnote disclosure to specifically indicate that
your financial
         statements are prepared in accordance with IFRS as issued by the
         Accounting Standards Board consistent with your disclosure on page 4
and in your
 Tiziano Lazzaretti
Tiziana Life Sciences plc
January 19, 2018
Page 5

       auditors' report. See Item 17(c) of Form 20-F.
Investments, page F-10

17.    As your investments in subsidiary undertakings appear to be eliminated
in consolidation,
       please tell us how your policy indicating that they are presented as
non-current assets
       at cost less provision for any impairment is appropriate. Tell us the
specific accounting
       guidance upon which you relied.
Share based payments, page F-11

18.    Please tell us why it is appropriate to accelerate the vesting of share
options that are
       cancelled. In this regard, tell us why vested share options on the
cancellation date were
       not already recorded under paragraphs 15 and 20 of IFRS 2 and why
       associated with unvested share options on the cancellation date is not
reversed under
       paragraphs 19 and 20 of IFRS 2.
16. SHARE CAPITAL , page F-18

19.    Please provide an analysis of the June 30, 2016 capital reduction
exercise, including a
       description of the transaction, the amounts recorded as well as the
financial statement line
       items impacted, and the accounting guidance on which you relied. In
addition, tell us
       how you considered reporting the  41.3 million increase to retained
earnings in a
       separate line item outside of retained earnings, given that this amount
does not represent
       an accumulation of historical earnings.

        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
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 5
cc: Ed Lukins, Esq.
FirstName LastName