SecProbe.io

February 14, 2012
 Via Email

Liat Sossover Chief Financial Officer Brainstorm Cell Therapeutics Inc. 605 Third Avenue, 34th Floor New York, NY 10158
Re: Brainstorm Cell Therapeutics Inc.
  Registration Statement on Form S-1
Filed February 3, 2012
  File No. 333-179331

Dear Ms. Sossover:
 We have limited our review of your registra tion 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.  Where you do not beli eve 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Please amend your filing pre-effectively to incl ude the principal amount of securities to
be offered, including the total number of sh ares of common stock and the number of
shares of common stock underlying the warrants.  We advise you that we will not be in a
position to declare the registration statement e ffective until such information is included
in the filing.  See C&DI 227.02, Securities Act Rules, available at www.sec.gov  for
guidance.
2. Please clarify, if true, that investors must purchase a mini mum amount of securities in
order to receive warrants in the offering a nd that the amount of warrants received will be
the same for each investor who meets the minimum investment threshold.  As such,
please also disclose that inve stors who purchase less shares th an others will be entitled to
proportionately more warrants per dollar invested, assuming they make the minimum threshold investment.

Liat Sossover Brainstorm Cell Therapeutics Inc. February 14, 2012 Page 2

 Risk Factors, page 4

 “ACCBT Corp. holds equity particip ation rights that could affect our  ability to raise funds.” page
13

3. Please expand your disclosure in this risk factor to describe  the terms of the company’s
subscription agreement with ACCBT Corp., namely, the amount of shares ACCBT may
purchase, at what price they may purchase the shares and any other ma terial terms of the
agreement.
 Plan of Distribution, page 18

4. We note the following statement on page 18:  “We intend to engage one or more
underwriters, broker-dealers or selling agents to sell th e securities.”  Prior to
effectiveness, please update th is section to identify any unde rwriters, broker-dealers or
selling agents engaged and provide a summary of  the specific terms of the arrangement.
Also, please file a copy of any rela ted agreements as an exhibit.
 Item 16. Exhibits and Financial Statement Schedules, page II-7

5. Please file as an exhibit the legal opinion liste d as Exhibit 5.1 in your exhibit list opining
as to each of the securities included in th e offering.  Please note that we may have
additional comments based on our  review of the opinion.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

Liat Sossover Brainstorm Cell Therapeutics Inc. February 14, 2012 Page 3

  the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Laura Crotty at (202) 551-3563 or me at (202) 551-3715 with any
questions.
Sincerely,
   /s/ Jeffrey P. Riedler
Jeffrey P. Riedler Assistant Director
cc: Thomas B. Rosedale, Esq. (BRL Law Group LLC)