SecProbe.io

CORRESP
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    Sheppard,
    Mullin, Richter & Hampton LLP

    30
    Rockefeller Plaza

    New
    York, New York 10112-0015

    212.653.8700
    main

    212.653.8701
    fax

    www.sheppardmullin.com

VIA
EDGAR

June
2, 2023

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Daniel
    Crawford

    Tim
    Buchmiller

    Re:
    OKYO
    Pharma Limited

    Registration
    Statement on Form F-1

    Filed
    May 17, 2023

    File
    No. 333-272005

Ladies
and Gentlemen:

This
letter sets forth the responses of OKYO Pharma Limited, a Guernsey corporation (the “Company”), to the comments received
from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
concerning its Registration Statement on Form F-1 (File No. 333-272005) filed with the Commission on May 17, 2023 (the “Registration
Statement”).

References
in the text of the responses herein to captions and page numbers refer to Amendment No. 1 to the Company’s Registration Statement
on Form F-1 (the “Amended Registration Statement”), which is being filed herewith.

Registration
Statement on Form F-1 filed on May 17, 2023

Cover
Page

1.
We note your cover page states your ADSs are listed on The Nasdaq Capital market under the symbol “OKYO” but it appears
the company’s ordinary shares are now listed under the symbol “OKYO.” We also note it appears to state in your description
of the Registered Shares on page 7, that the ordinary shares are listed under the Nasdaq Capital Market symbol “OKYO.” Please
reconcile or otherwise advise.

RESPONSE:

The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page of the prospectus to address
this comment.

2.
We note the news announcement in your 6-K filed May 22, 2023, that holders of ordinary shares will receive CDIs that may be exchanged
for new ordinary shares. To the extent that the ordinary shares being registered are the ordinary shares that may be exchanged for CDIs,
revise to clearly disclose this. Provide us your analysis of whether the exchange of the CDIs for new ordinary shares is an offering
of securities and whether an exemption applies. If applicable, please update your Item 7 of Part II of Form F-1 information as appropriate.

RESPONSE:

 The
CDI interests have been credited to the accounts of shareholders who formally held the London listed ordinary shares in CREST. The use
of a CDI allows the CREST holders to see a security in their account in place of their former entitlement of ordinary shares and, ultimately,
to exchange those CDI interests for a like number of the ordinary shares traded on The Nasdaq Capital Market. The ordinary shares underlying
the CDI interests are currently held by Euroclear International, as depositary. At the current time the CDIs are “restricted”
and the underlying holders cannot call for exchange into the underlying shares, thereby preventing any holder seeking the benefit of
the registration rights sought in the F-1 filing from availing themselves of the liquidity attaching to the shares traded on The Nasdaq
Capital Market until the registration statement is effective and only then will the prohibition on cross border delivery be lifted. The
shareholders now holding the CDIs previously held the underlying shares; there has accordingly been no offering of shares, the CDI merely
allows the temporary differentiation of shares with registration rights from those not currently having the benefit of registration rights.

Risk
Factors

Risks
Related to the Ownership of our Securities

3.
We note your news announcement contained in your 6-K filed May 22, 2023, states holders of ADSs received an equal number of ordinary
shares. We also note throughout your Prospectus you reference ADS holders. For example only, we note you discuss risks related to holders
of your ADSs starting on page 31. Please revise throughout to reflect the ADS holders are now ordinary shareholders and clearly disclose
how many ordinary shares ADSs holders received for each ADS

RESPONSE:

The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure throughout the prospectus to address this
comment.

General

4.
We note your Form 8-A filed May 10, 2022 states your ordinary shares are “not for trading, but only in connection with the listing
of the American Depositary Shares on The NASDAQ Stock Market LLC.” Please amend your 8-A accordingly or otherwise advise

RESPONSE:

The
Company respectfully acknowledges the Staff’s comment and has amended its Form 8-A.

*****

If
any additional supplemental information is required by the Staff or if you have any questions regarding the foregoing, please contact
Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP at (212) 634-3067 with any questions or further comments regarding the
responses to the Staff’s comments.

    Very
    truly yours,

     /s/
     Jeffrey Fessler

    Sheppard,
    Mullin, Richter & Hampton LLP

    cc:

    Gary
    Jacob, Chief Executive Officer

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