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CORRESP
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March 11, 2013

Via EDGAR

Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission (Mail Stop 4561)

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Brainstorm Cell Therapeutics Inc.

    Preliminary Proxy Statement on Schedule 14A

    Filed on March 4, 2013

    File No. 000-54365

Dear Mr. Riedler:

On behalf of Brainstorm Cell Therapeutics
Inc. (the “Company”), we submit the following response to the comments of the Staff of the U.S. Securities and Exchange
Commission (the “Staff”) as set forth in your letter dated March 7, 2013, pertaining to our Preliminary Proxy Statement
on Schedule 14A (the “Proxy Statement”).

This response was prepared by the Company
in consultation with its counsel, BRL Law Group LLC.

COMMENT 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, arrangements 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.

RESPONSE:

In response to the Staff’s comment,
the Company proposes to add the following disclosure to its Proxy Statement under the section entitled “Principal Effects
of the Proposed Reverse Split” on page 11 of the Proxy Statement:

  On February 8, 2013, the Company filed an S-1 registration statement with the SEC to register up to $15,000,000 of its Common
Stock and warrants. The Company currently has approximately 649,000,000 shares of Common Stock available for issuance, before giving
effect to any reverse stock split. The proposed public offering is not contingent upon the approval of the reverse stock split
and the Company plans to proceed with the proposed offering regardless of whether the reverse stock split proposal is approved.
The Company has no current plans, arrangements or understandings to issue any of the shares that will be newly available following
any reverse stock split.

    BrainStorm
    Cell Therapeutics Inc.

    605 Third Avenue, 34th Floor

    New York NY 10158

    Tel:  (646) 666 3188
    BrainStorm
                                                                                      Cell Therapeutics Ltd.

                                                                                      12 Bazel St., POB 10019 Kiryat Aryeh,

                                                                                      Petach Tikva, Israel 49001

                                                                                      Tel: (972) 3.923.6384

    Fax:
    (212) 286-1884

    E-mail: info@brainstorm-cell.com

The Company acknowledges that:

 · The Company is responsible for the adequacy and accuracy of the disclosure
in the Proxy Statement;

 · Staff comments or changes to disclosure in response to Staff comments
do not foreclose the Commission from taking any action with respect to the Proxy Statement; and

 · 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.

If you have any questions with regards to
this response please contact the undersigned at +972 3 923 6384 or Thomas Rosedale of BRL Law Group LLC at (617) 399-6935.

Very truly
yours,

/s/ Liat
Sossover

Liat Sossover

    BrainStorm
    Cell Therapeutics Inc.

    605 Third Avenue, 34th Floor

    New York NY 10158

    Tel:  (646) 666 3188
    BrainStorm Cell Therapeutics Ltd.

        12 Bazel St., POB 10019 Kiryat Aryeh,

        Petach Tikva, Israel 49001

        Tel: (972) 3.923.6384

    Fax:
    (212) 286-1884

    E-mail: info@brainstorm-cell.com