United States securities and exchange commission logo

                              February 17, 2022

       Allan Shaw
       Chief Financial Officer
       Portage Biotech Inc.
       6 Adelaide Street East, Suite 300
       Toronto, Ontario, Canada M5C1H6

                                                        Re: Portage Biotech
                                                            Form 20-F for the
Fiscal Year ended March 31, 2021
                                                            Filed July 29, 2021
                                                            File No. 001-40086

       Dear Mr. Shaw:

              We have reviewed your filing 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

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 20-F for the Fiscal Year ended March 31, 2021

       Financial Statements
       Report of Independent Registered Public Accounting Firm, page F-1

   1.                                                   We note that the
opinion on page F-1 indicates an audit of your financial statements was
                                                        conducted for the three
most recently completed fiscal years. However, the opinion
                                                        expressed only covers
the two most recently completed fiscal years.

                                                        Please discuss this
observation with your auditor. You will need to obtain and file an audit
                                                        opinion that covers all
three fiscal years to comply with Item 8.A.2 of Form 20-F.
 Allan Shaw
Portage Biotech Inc.
February 17, 2022
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Lily Dang at 202-551-3867 or John Cannarella at
202-551-3337 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Karl Hiller - Branch Chief at 202-551-3686 with any other questions.

FirstName LastNameAllan Shaw                              Sincerely,
Comapany NamePortage Biotech Inc.
                                                          Division of
Corporation Finance
February 17, 2022 Page 2                                  Office of Energy &
FirstName LastName