SecProbe.io

October 6, 2011
 Via E-mail

Zami Aberman Chief Executive Officer Pluristem Therapeutics Inc. MATAM Advanced Technology Park Building No. 20 Haifa 31905 Israel
Re: Pluristem Therapeutics Inc.
  Registration Statement on Form S-3
Filed September 26, 2011
  File No. 333-177009

Dear Mr. Aberman:
 We have limited our review of your registrati on statement to the issue we have addressed
in our comment below.
 Please respond to this letter by providing the requested information.  Where you do not
believe our comment applies to your facts a nd circumstances, please tell us why in your
response.
 After reviewing the information you provide in  response to our comment, we may have
additional comments.

We note that you do not appear eligible to  conduct a primary offering under General
Instruction I.B.1. to Form S-3.  Please advise us as to your eligibility to conduct a primary
offering on Form S-3 under General Instruction I.B .6. in light of the securities offered in the
previous 12 months pursuant to your prosp ectus dated January 11, 2011 (File No. 333-171334).
Your analysis should include the calculation of your current non-a ffiliate public float, calculated
in accordance with Instruction 1 to General In struction I.B.6., and the value of all take-down
offerings made pursuant to th e January 11, 2011 prospectus.

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.

Zami Aberman Pluristem Therapeutics Inc. October 6, 2011 Page 2

 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

 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 Karen Ubell at (202) 551-3873 or me at (202) 551-3715 with any
questions.
Sincerely,
   /s/ Jeffrey Riedler
Jeffrey Riedler Assistant Director