February 12, 2019

Bill G. Williams
Chief Executive Officer
NaturalShrimp Incorporated
5080 Spectrum Drive, Suite 1000
Addison, TX 75001

       Re: NaturalShrimp Incorporated
           Registration Statement on Form S-1
           Filed December 14, 2018
           File No. 333-228822

Dear Mr. Williams:

       We have limited our review of your registration statement to those
issues we have
addressed in our 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.

Form S-1 filed December 14, 2018

Equity Financing Agreement, page 53

1.     We note your disclosure that you have previously registered 20,000,000
shares of
       common stock for resale under the Equity Financing Agreement dated
August 21, 2018 on
       Form S-1 (file number 333-227258), which went effective on September 19,
2018 . This
       appears to be the same Financing Agreement under which you are
registering 60,000,000
       shares of common on this registration statement. Please advise as to the
status of the
       offering underlying the September registration statement, whether GHS
has purchased any
       shares pursuant to the Equity Financing Agreement, and whether or not
that offering is
       ongoing. In this regard, we note the disclosure that the 60,000,000
shares of common
       stock registered for resale on this registration statement would
represent approximately
       30% of the Company's public float. If you intend to make offers and
sales using the
 Bill G. Williams
NaturalShrimp Incorporated
February 12, 2019
Page 2
         September Form S-1 in addition to this current Form S-1, please advise
what percentage
         of shares these two combined offerings represent of the Company's
public float.
2.       In this regard, we also note that your common stock outstanding has
appeared to have
         increased significantly since your September 2018 S-1 registration
statement. We note
         you disclosed you had 87,056,880 common stock outstanding in your
September 2018 S-l,
         whereas you disclose in this registration statement that as of
December 14, 2018 you had
         226,477,233 shares of common stock outstanding. Please add disclosure
in an appropriate
         place in the registration statement explaining this increase. Please
also add risk factor
         disclosure explaining the dilutive effect of this increase in the
number of outstanding
         shares, and the dilutive effect of any potential future stock
issuances.
3.       We note your disclosure on page 26 that "the Financing Agreement gives
us the option to
         sell to GHS, up to $7,000,000 worth of our common stock over the
period ending thirty-
         six (36) months after the date this Registration Statement is deemed
effective" (emphasis
         added). Please reconcile with your statement in this section that
"Puts may be delivered
         by the Company to GHS until the earlier of thirty-six (36) months
after the effectiveness
         of the [September 2018] Registration Statement or the date on which
GHS has purchased
         an aggregate of $7,000,000 worth of Common Stock under the terms of
the Equity
         Financing Agreement."
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      Please contact Susan Block at 202-551-3210 or Anne Parker, Assistant
Director, at 202-
551-3611 with any other questions.



FirstName LastNameBill G. Williams                           Sincerely,
Comapany NameNaturalShrimp Incorporated
                                                             Division of
Corporation Finance
February 12, 2019 Page 2                                     Office of
Transportation and Leisure
FirstName LastName