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                             April 16, 2021

       Gary Jacob
       Chief Executive Officer
       OKYO Pharma Ltd
       Martello Court
       Admiral Park
       St. Peter Court
       Guernsey GYI 3HB

                                                        Re: OKYO Pharma Ltd
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted March 22,
2021
                                                            CIK No. 0001849296

       Dear Mr. Jacob:

              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 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.

       Draft Registration Statement submitted on March 16, 2021

       Cover Page

   1.                                                   Please indicate that
the price of the American depository shares in the offering will be
                                                        determined by reference
to the trading price of the ordinary shares on the London Stock
                                                        Exchange.

       Prospectus Summary, page 2

   2.                                                   Please revise the
summary to indicate clearly the early-stage developments of your
 Gary Jacob
FirstName   LastNameGary Jacob
OKYO Pharma      Ltd
Comapany
April       NameOKYO Pharma Ltd
       16, 2021
April 216, 2021 Page 2
Page
FirstName LastName
         programs and describe any preclinical studies that include an
objective description of the
         endpoints of your studies and trials and whether they were met. To the
extent such studies
         have not been conducted, please indicate.
3.       Please clearly disclose in the summary that you have not submitted an
application with the
         U.S. Food and Drug Administration for any of your products. Also
discuss the steps that
         the company needs to undertake prior to submitting such applications.
Implications of Being an Emerging Growth Company, page 7

4.       You state here and on page 60 that you intend to use the extended
transition period for
         complying with new or revised accounting standards under Section
102(b)(2) of the JOBS
         Act. This election is only available to foreign private issuers that
prepare their financial
         statements in accordance with U.S. GAAP or reconcile their home
country GAAP
         financial statements to U.S. GAAP. Refer to the cover page of Form F-1
and Question 34
         of our "Jumpstart Our Business Startups Act Frequently Asked Questions
- Generally
         Applicable Questions on Title I of the JOBS Act" dated December 21,
2015. Please
         revise.
The Offering, page 8

5.       We note your disclosure in regards to the shares excluded from the
amount outstanding
         after the offering. For each of the options, warrants and convertible
notes listed in this
         section, please disclose when shares can be issued pursuant to such
securities.

Risk Factors, page 10

6.       Please revise the risk factor narratives to state succinctly the risks
and only those risks
         disclosed in the subheadings. For example, we note that the risk
factor on privacy laws on
         page 25 is three pages long. Please provide a more detailed discussion
of the topic
         elsewhere in the prospectus, as appropriate, such as the business
section.
"Holders of our ADSs may experience substantial dilution ...", page 32

7.       Please disclose when the options and warrants are exercisable and the
notes are
         convertible.
Capitalization, page 45

8.       Please include the 18,329,094 ordinary shares you are obligated to
issue to Planwise
         Group Ltd. as a commission upon the conversion of your convertible
loan notes prior to
         the effective date of this registration statement as noted on page 84
and F-30 as a pro
         forma adjustment.
Dilution, page 46
 Gary Jacob
FirstName   LastNameGary Jacob
OKYO Pharma      Ltd
Comapany
April       NameOKYO Pharma Ltd
       16, 2021
April 316, 2021 Page 3
Page
FirstName LastName
9.       We note your disclosure that the table is based on shares outstanding
as of September 30,
         2020 and excludes shares issued upon the exercise of options and
warrants or conversion
         of convertible notes. Please revise to include such shares or advise
us why such shares are
         not required to be included. See Item 4 of Form F-1 and Item 9.E. of
Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 50

10.      Please file the collaborative agreement signed on August 6, 2019 with
Tufts Medical
         Center Inc. on a research program focused on ocular neuropathic pain
or tell us why you
         believe such filing is not required. In addition, provided disclosure
regarding significant
         terms and conditions, such as potential payments to be provided,
termination provisions,
         etc. under this agreement.

         Please also revise, as necessary, to ensure that the significant terms
and conditions under
         each of your license agreements are provided. In this regard, we noted
that the
         development and sales milestone payments were not quantified and the
royalty term or
         termination provisions were not provided related to the license
agreement with Tufts
         Medical Center, Inc. entered into on May 1, 2018.
Borrowings, page 56

11.      Please disclose the principal terms of the notes. For example, for
each note, discuss
         whether the note is convertible and when this may occur, including if
such note will be
         converted into ordinary shares prior to the offering.
Valuation of Share-Based Compensation and Tranche Obligations
Share-Based Compensation, page 58

12.      You noted that the estimates of fair value of your ordinary shares are
highly complex and
         subjective and that there are significant judgments and estimates
inherent in the
         determination of the fair value of your ordinary shares. You further
note that the
         calculation of the fair value of equity-settled share based awards and
the resulting charge
         requires assumptions to be made regarding future events and market
conditions which are
         then applied to a recognized valuation model in order to calculate the
fair value of the
         awards. As your ordinary shares have been traded on a stock exchange
since July 2018,
         please tell us why you do not use the market price to determine the
fair value of your
         ordinary shares and the fair value of share based awards on the date
of grant. In addition,
         please tell us why you continue to use the historical volatility of a
group of peer
         companies and not your own historical volatility.
13.      You state that you use the fair value of your ordinary shares to
determine the fair value of
         restricted share awards. Please identify which shares you have issued
are considred
         restricted, and quantify the number and fair value of these restricted
shares for each of the
         periods presented. Provide separate disclosure regarding these
restricted shares from the
 Gary Jacob
FirstName   LastNameGary Jacob
OKYO Pharma      Ltd
Comapany
April       NameOKYO Pharma Ltd
       16, 2021
April 416, 2021 Page 4
Page
FirstName LastName
         rest of your issued shares.
Business
Overview, page 61

14.      In discussing the licenses obtained from On Target Therapeutics LLC,
please discuss in
         greater detail how the company will use the intellectual property.
15.      We note that the company has obtained a sub-license from On Target
Therapeutics LLC
         to certain patents licensed from Tufts Medical Center Inc. Please
discuss the principal
         terms of the license agreement between Tufts Medical Center Inc. and
On Target
         Therapeutics LLC to the extent such terms impact your sub-license
agreement. Please
         also file this license agreement as an exhibit or advise. See Item
601(b)(10) of Regulation
         S-K.
Additional Applicable Disease Indications for OK-101, page 64

16.      The disclosure provides that on January 19, 2021, you announced that
you submitted a
         patent application to the United States Patent and Trademark Office
covering the use of
         chemerin and chemerin analogues to treat the cytokine release syndrome
associated with
         COVID-19 infections. Please discuss any pre-clinical trials that have
been conducted, if
         any.
OK 201, page 65

17.      Please revise the pipeline table to reflect where you currently are in
the process. Please
         shorten the arrow for each product candidate, as appropriate, to
illustrate how far along
         you are in the process.
Intellectual Property, page 66

18.      Please revise your intellectual property disclosure to describe
clearly on an individual
         basis the type of patent protection granted for each product, the
expiration of each patent
         held, and the jurisdiction of each patent.
License Agreement for OK-101, page 66

19.      Please disclose the principal terms of the Chemerin License Agreement
including all fees
         and a description of when the milestones will be met to make payments
for the
         development and sales milestones.
Panetta Partners Limited, page 84

20.      Please disclose the amount and nature of the loan currently
outstanding, the largest
         amount outstanding on the loan during the period covered, and the
interest rate. See Item 4
         of Form F-1 and Item 7.B.2. of Form 20-F.
Related Party Transactions, page 84
 Gary Jacob
OKYO Pharma Ltd
April 16, 2021
Page 5

21.    For each of the transactions, please disclose the name of the related
person, the basis on
       which the person is a related person, the related person   s interest in
the transaction, and
       the approximate dollar value of the amount involved in the transaction.
See Item 4 of
       Form F-1 and Item 7.B. of Form 20-F.
Principal Shareholders, page 85

22.    Please clarify whether the ordinary shares held by Planwise are the
12,004,647 shares
       underlying the convertible loan note.
Description of Share Capital and Memorandum and Articles of Incorporation, page
86

23.    Please disclose when the options and warrants can be exercised.
Part II
Item 7. Recent Sale of Unregistered Securities, page II-1

24.    For each of the transactions, please include the name of the purchaser
to whom securities
       were sold and the nature of the transaction for securities sold
otherwise than for cash. See
       Item 701 of Regulation S-K.
General

25.    Please supplementally provide us with copies of all written
communications, as defined in
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
       present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
       not they retain copies of the communications.
26.    On the cover of the registrations statement, in the calculation of the
registration fee table,
       there is a reference to footnote (5) for the ordinary shares; however, a
narrative is not
       provided for such footnote. Please revise.
       You may contact Sasha Parikh at 202-551-3627 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tom Kluck at 202-551-3233 or Celeste Murphy at 202-551-3257 with any
other
questions.



                                                               Sincerely,
FirstName LastNameGary Jacob
                                                               Division of
Corporation Finance
Comapany NameOKYO Pharma Ltd
                                                               Office of Life
Sciences
April 16, 2021 Page 5
cc:       Jeffrey Fessler
FirstName LastName