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United States securities and exchange commission logo





                             January 25, 2023

       Bryan J. Lowrance
       Partner
       Ropes & Gray LLP
       Prudential Tower
       800 Boylestown Street
       Boston, MA 02199

                                                        Re: AMARIN CORP PLC\UK
                                                            PREC14A filed
January 17, 2023
                                                            SEC File No.
0-21392

       Dear Bryan J. Lowrance:

              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
       disclosure.

               Please respond to these comments 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.
       All defined terms have the same meaning as in the proxy statement.

       PREC14A filed January 17, 2023

       General Information, page 1

   1.                                                   Describe the method by
which shareholders can "lodge" their proxies at the offices of the
                                                        Company's registrars.
For example, clarify if proxies can be transmitted via email or
                                                        facsimile or whether
they must be mailed to the address provided in England.
       Background of the Solicitation, page 5

   2.                                                   On page 6 of the proxy
statement, you state that on August 20, 2022, the NCG Committee
                                                        recommended to the
Board that each of the three Sarissa candidates be interviewed by the
                                                        rest of the Board.
Revise the disclosure in the Background section to explain what
                                                        happened between that
recommendation in August 2022, and the press release by Sarissa
                                                        in October 2022
announcing it would be commencing the process to requisition a general
                                                        meeting. For example,
explain whether these interviews occurred or explain why not.
 Bryan J. Lowrance
FirstName  LastNameBryan J. Lowrance
Ropes & Gray  LLP
Comapany
January 25,NameRopes
            2023      & Gray LLP
January
Page 2 25, 2023 Page 2
FirstName LastName
3.       Summarize the points about the Requisition Notice outlined in the
January 16, 2023 letter
         from the Company's counsel to Sarissa.
Proposal No. 1 - That Per Wold-Olsen be Removed from Office as a Director of
the Company
with Immediate Effect, page 7

4.       Clarify the difference between voting via a "show of hands" or "on a
poll."
5.       To the extent that passage of Proposal 1 is a condition to Proposal 3,
please disclose here
         and in the section describing Proposal 3, as well as on the proxy
card.
6.       It appears that the Company's Articles of Association limit the Board
to no more than 15
         directors, and the Board is currently comprised on nine individuals.
Since Proposal 3
         proposes to appoint seven new directors, please explain in your
revised disclosure what
         the Company will do if Proposal 1 fails but Proposal 3 is adopted.
Proposal 3. Vote Required, page 10

7.       If the Company opposes Proposal 3, explain why it intends to introduce
an Authorizing
         Resolution necessary to the appointment of Sarissa's director nominees
if Sarissa fails to
         do so.
8.       While we are aware that Rule 14a-19 does not appear to apply to this
solicitation, given
         that the Company is not soliciting on behalf of its own director
nominees, shareholders
         can grant proxy authority to vote for Sarissa's nominees on the
Company's proxy card.
         Therefore, please advise shareholders where they can obtain
information about Sarissa's
         director nominees.
9.       Clearly disclose how long these directors will serve if they are
elected to the Board.
Form of Proxy, page A-1

10.      While Sarissa has provided a means to vote for each of its nominees
individually under
         Proposal 3 on its proxy card, you have not done so. Please revise, or
analyze how
         presenting Proposal 3 as a single voting option for all Sarissa
nominees comports with
         Rule 14a-4.
General

11.      Please provide the disclosure required by Items 7 and 8 of Schedule
14A with respect to
         Mr. Wold-Olsen, or explain in your response letter why you do not
believe these
         disclosure items are applicable here. See Compliance and Disclosure
Interpretation
         158.01 under "Proxy Rules and Schedules 14A/14C" at
         https://www.sec.gov/corpfin/proxy-rules-schedules-14a-14c-cdi.
12.      Refer to Rule 14a-3(b) in Regulation 14A. Please supplementally
provide your analysis
         as to whether this is a "special meeting in lieu of the annual"
meeting within the meaning
         of this Rule. While we note that directors may be elected at the
general meeting, we also
 Bryan J. Lowrance
Ropes & Gray LLP
January 25, 2023
Page 3
         note that the Company held its 2022 annual meeting in June 2022.
13.      Revise to provide the disclosure required by Rule 14a-16 regarding the
Internet
         availability of the proxy materials.
14.      Disclose how the Company will treat proxy authority to vote for one or
all of Sarissa's
         nominees if Sarissa abandons the solicitation or a Sarissa nominee
otherwise declines to
         serve. See Item 21(c) of Schedule 14A.
15.      Revise to provide the disclosure required by Item 23 of Schedule 14A.
16.      We note the following disclosure, which appears twice in the filing:
"Consistent with the
         marketplace rules of the Nasdaq Stock Market, we will seek to ensure
that the two
         shareholders present at the meeting in person or by proxy represent at
least one-third of
         our outstanding shares of voting stock." Please disclose the
consequences of reaching a
         quorum that is sufficient for English law purposes but falls short of
the one-third Nasdaq
         threshold.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

         Please direct any questions to Christina Chalk at (202) 551-3263.



FirstName LastNameBryan J. Lowrance                           Sincerely,
Comapany NameRopes & Gray LLP
                                                              Division of
Corporation Finance
January 25, 2023 Page 3                                       Office of Mergers
& Acquisitions
FirstName LastName
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