SecProbe.io

March 7, 2013

Via E -mail
Ms. Liat Sossover
Chief Financial Officer
Brainstorm Cell Therapeutics, Inc.
605 Third Avenue, 34th Floor
New York, New York 10158

Re: Brainstorm Cell Therapeutics, Inc.
  Preliminary Proxy Statement on Schedule 14A
Filed on March 4, 2013
  File No.  000-54365

Dear Ms. Sossover :

We have limited our review of your preliminary proxy statement  to the issue  we have
addressed in our comment .  Please respond to this letter by revising the proxy statement .  Where
you do not believe our comment applies  to your facts  and circumstances , please tell us why in
your response.

After reviewing the information you provide in response to our comment , we may have
additional comments.

1. We note that the reverse stock split will result in an increase in the number of shares
the Company has available for issuance .  Please revise your disclosure to describe any
specific plans, ar rangements or understandings, whether written or oral, to issue any
of the shares that will be newly available  following  the reverse stock split .  If you
have no such plans, arrangement or understandings, please revise your disclosure to
so state.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comment, please provide  a written statement from the com pany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to  the filing; and

Liat Sossover
Brainstorm Cell Therapeutics, Inc.
March 7, 2013
Page 2

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contac t Johnny Gharib at (202) 551 -3170 , Daniel Greenspan at (202) 551 -3623
or me at (202) 551 -3715 with any questions.

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Thomas B. Rosedale, Esq.
 BRL Law Group LLC
 425 Boylston Street, 3rd Floor
 Boston, Massachusetts 02116