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 Brainstorm Cell Therapeutics, Inc.

 1325 Avenue of Americas, 28th Floor

 New York, New York 10019

 (201) 488-0460

 June 1, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 Brainstorm Cell Therapeutics Inc.

 Registration Statement on Form S-1

 SEC File No. 333-296090

 Request for Acceleration

 To whom it may concern:

 Pursuant to Rule 461
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Brainstorm Cell Therapeutics Inc.
(the " Company ") hereby requests that the effective date of the Company's Registration Statement on Form S-1
(File No. 333-296090) (the " Registration Statement ") be accelerated so that the Company's Registration Statement
will become effective at 5:00 P.M., eastern time, on June 2, 2026, or as soon thereafter as is practicable, or at such other time
thereafter as our counsel, Thompson Hine LLP, may request by telephone. Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Thompson Hine LLP, by calling Faith L. Charles at (212) 908-3905.

 Please feel free to direct
any questions or comments concerning this request to Faith L. Charles of Thompson Hine LLP at (212) 908-3905.

 BRAINSTORM CELL THERAPEUTICS INC.

 By:
 /s/
 Chaim Lebovits

 Name:
 Chaim Lebovits

 Title:
 President and Chief Executive Officer

 Cc: Faith L. Charles, Thompson Hine LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 27, 2026

Chaim Lebovits
Chief Executive Officer
Brainstorm Cell Therapeutics Inc.
1325 Avenue of Americas, 28th Floor
New York, NY 10019

 Re: Brainstorm Cell Therapeutics Inc.
 Registration Statement on Form S-1
 Filed May 21, 2026
 File No. 333-296090
Dear Chaim Lebovits:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Tyler Howes at 202-551-3370 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Faith Charles, Esq.
</TEXT>
</DOCUMENT>

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Brainstorm Cell Therapeutics, Inc.

1325 Avenue of Americas, 28th Floor

New York, New York 10019

(201) 488-0460

September 26, 2024

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Brainstorm Cell Therapeutics, Inc. (the “Company”)

Registration Statement on Form S-3 (File No. 333-282172) (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended,
the Company hereby requests that the U.S. Securities and Exchange Commission take appropriate action to cause the above-referenced Registration
Statement to become effective on Friday, September 27, 2024, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable, unless
the Company notifies you otherwise prior to such time.

If you have any questions regarding this request, please contact our
outside counsel, Faith L. Charles of Thompson Hine LLP, by telephone at (212) 908-3905 or via email at Faith.Charles@ThompsonHine.com.
Please also call Faith L. Charles as soon as the Company’s Registration Statement has been declared effective. Thank you for your
attention to this matter.

    Sincerely,

    BRAINSTORM CELL THERAPEUTICS, INC.

    By:
    /s/ Chaim Lebovits

    Name:
    Chaim Lebovits

    Title:
    Chief Executive Officer

cc:	Faith L. Charles, Thompson Hine LLP

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Brainstorm Cell Therapeutics, Inc.

1325 Avenue of Americas, 28th Floor

New York, NY 10019

September 24, 2024

Via
EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Daniel Crawford and Laura Crotty

    Re:
    Brainstorm Cell Therapeutics, Inc.

    Registration Statement on Form S-3,
Submitted September 17, 2024

    CIK No. 0001137883

    File No. 333-282172

Dear Mr. Crawford and Ms. Crotty:

This letter is in response to the comment letter
from the staff (the “Staff”) of the Securities and Exchange Commission, dated September 20, 2024, concerning the above-referenced
filing (the “Registration Statement”) by Brainstorm Cell Therapeutics, Inc. (the “Company”). For your convenience,
we have set forth the Staff’s comment in italics, and such comment is followed by the Company’s response. The Company has
filed today Pre-Effective Amendment No. 1 to the Registration Statement (“Amendment No. 1”) via EDGAR, which reflects the
response below. Please note that the page number provided in the response below corresponds to the pages of Amendment No. 1.

Registration Statement on Form S-3 filed
September 17, 2024

Risk Factors, page 4

 1. Please revise the Risk Factors section of this Form S-3 to discuss the risk that the company may fail
to regain compliance with the continued listing requirements of Nasdaq, which may result in the company's common stock being delisted
and negatively impact the price and liquidity of the company's common stock. We note this risk is discussed in the company's Form 10-Q
for the quarterly period ended June 30, 2024, filed on August 14, 2024.

Response: In response to the Staff’s
comment, the Company has added a risk factor on page 4 regarding the risk that the Company may fail to regain compliance with the continued
listing requirements of Nasdaq.

Should you have any questions regarding the foregoing,
please contact our outside counsel, Faith L. Charles of Thompson Hine LLP at (212) 908-3905.

    Sincerely,

    /s/ Chaim Lebovits

    Chaim Lebovits

    Chief Executive Officer

September 20, 2024
Chaim Lebovits
Chief Executive Officer
Brainstorm Cell Therapeutics, Inc.
1325 Avenue of Americas, 28th Floor
New York, NY 10019
Re:Brainstorm Cell Therapeutics, Inc.
Registration Statement on Form S-3
Filed September 17, 2024
File No. 333-282172
Dear Chaim Lebovits:
            We have conducted a limited review of your registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
Risk Factors, page 4
1.Please revise the Risk Factors section of this Form S-3 to discuss the risk that the
company may fail to regain compliance with the continued listing requirements of
Nasdaq, which may result in the company's common stock being delisted and negatively
impact the price and liquidity of the company's common stock. We note this risk is
discussed in the company's Form 10-Q for the quarterly period ended June 30, 2024, filed
on August 14, 2024.

September 20, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Daniel Crawford at 202-551-7767 or Laura Crotty at 202-551-7614 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Faith Charles, Esq.

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Brainstorm Cell Therapeutics Inc.

1325 Avenue of the Americas, 28th
Floor

New York, NY 10019

September 4, 2024

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Brainstorm Cell Therapeutics Inc. Acceleration
Request for Registration Statement on Form S-3 (File No. 333-281827)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), Brainstorm Cell Therapeutics Inc. (the “Company”) hereby requests
that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated
to September 6, 2024, at 4:30 pm Eastern Time, or as soon thereafter as practicable, unless we or outside counsel, Goodwin Procter
LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request,
the Company acknowledges that it is aware of its responsibilities under the Act.

If you have any questions regarding this request,
please contact Mayan Katz of Goodwin Procter LLP at (212) 459-7269.

    Sincerely,

    Brainstorm Cell Therapeutics Inc.

    /s/ Chaim Lebovits

    Chaim Lebovits

    Chief Executive Officer and Principal Executive Officer

    cc:
    Mitchell S. Bloom, Esq., Goodwin Procter LLP

    Mayan Katz, Esq., Goodwin Procter LLP

September 3, 2024
Chaim Lebovits
Chief Executive Officer
Brainstorm Cell Therapeutics Inc.
1325 Avenue of Americas, 28th Floor
New York, NY 10019
Re:Brainstorm Cell Therapeutics Inc.
Registration Statement on Form S-3
Filed August 28, 2024
File No. 333-281827
Dear Chaim Lebovits:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Mayan Katz, Esq.

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Brainstorm Cell Therapeutics Inc.

1325 Avenue of Americas, 28th Floor

New York, NY 10019

August 17, 2021

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Brainstorm Cell Therapeutics Inc.: Registration Statement on
Form S-3 filed August 9, 2021 (File No. 333- 258640)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the
 “Act”), Brainstorm Cell Therapeutics Inc. (the “Company”) hereby requests that the effective date
of the above-referenced registration statement (the “Registration Statement”) be accelerated to August 19, 2021, at
4:01 pm Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone
that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges
that it is aware of its responsibilities under the Act.

If you have any questions regarding this request, please contact Jesse
Nevarez of Goodwin Procter LLP at (212) 459-7327.

    Sincerely,

    Brainstorm Cell Therapeutics Inc.

    /s/ Chaim Lebovits

    Chaim Lebovits

    Chief Executive Officer and Principal Executive Officer

cc:    Jesse Nevarez, Esq., Goodwin Procter
LLP

United States securities and exchange commission logo
August 16, 2021
Chaim Lebovits
Chief Executive Officer
BRAINSTORM CELL THERAPEUTICS INC.
1325 Avenue of Americas, 28th Floor
New York, NY 10019
Re:BRAINSTORM CELL THERAPEUTICS INC.
Registration Statement on Form S-3
Filed August 9, 2021
File No. 333-258640
Dear Mr. Lebovits:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Laura Crotty at 202-551-7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jesse Nevarez

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BRAINSTORM CELL THERAPEUTICS INC.

1325 Avenue of Americas 28th Floor

New York, NY 10019

    August 28, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Suzanne Hayes

    RE:

        Brainstorm Cell Therapeutics Inc.

        Registration Statement on Form S-3

        Filed August 16, 2019

        File No. 333-233349

        Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 of the Rules and Regulations
promulgated under the Securities Act of 1933, as amended, Brainstorm Cell Therapeutics Inc. (the “Company”) hereby
respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-3 be accelerated to Friday,
August 30, 2019, at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.

Any questions regarding this request should
be addressed to Thomas B. Rosedale, Esq., at BRL Law Group LLC at (617) 399-6931.

        Very truly yours,

        Brainstorm Cell Therapeutics Inc.

            /s/ Chaim Lebovits

        By: Chaim Lebovits

        Its:  President and Chief Executive Officer

 cc: Thomas B. Rosedale, Esq.

(BRL Law Group LLC)

August 22, 2019
Chaim Lebovits
President and Chief Executive Officer
Brainstorm Cell Therapeutics Inc.
1325 Avenue of Americas, 28th Floor
New York, NY 10019
Re:Brainstorm Cell Therapeutics Inc.
Registration Statement on Form S-3
Filed August 16, 2019
File No. 333-233349
Dear Mr. Lebovits:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Thomas B. Rosedale, Esq. - BRL Law Group LLC

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BRAINSTORM CELL THERAPEUTICS INC.

1325 Avenue of Americas 28th Floor

New York, NY 10019

    September 21, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Christine Westbrook

    RE:

        Brainstorm Cell Therapeutics Inc.

        Registration Statement on Form S-3

        Filed June 29, 2018

        File No. 333-225995

        Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 of the Rules and Regulations
promulgated under the Securities Act of 1933, as amended, Brainstorm Cell Therapeutics Inc. (the “Company”) hereby
respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-3 be accelerated to Friday,
September 28, 2018, at 5:00 p.m. Eastern Time, or as soon as practicable thereafter.

Any questions regarding this request should
be addressed to Thomas B. Rosedale, Esq., at BRL Law Group LLC at (617) 399-6931.

        Very truly yours,

        Brainstorm Cell Therapeutics Inc.

            /s/ Chaim Lebovits

        By: Chaim Lebovits

        Its:  President and Chief Executive Officer

 cc: Thomas B. Rosedale, Esq.

(BRL
Law Group LLC)

July 6, 2018
Chaim Lebovits
President and Chief Executive Officer
Brainstorm Cell Therapeutics Inc.
1745 Broadway, 17th Floor
New York, NY 10019
Re:Brainstorm Cell Therapeutics Inc.
Registration Statement on Form S-3
Filed June 29, 2018
File No. 333-225995
Dear Mr. Lebovits:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Thomas B. Rosedale, Esq.

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BRAINSTORM CELL THERAPEUTICS INC.

1745 Broadway, 17th Floor

New York, NY 10019

    June 27, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Christine Westbrook

 RE: Brainstorm Cell Therapeutics Inc.

Registration
Statement on Form S-3

Filed
June 8, 2018

File
No. 333-225517

Acceleration
Request

Ladies and Gentlemen:

Pursuant to Rule 461 of the Rules and Regulations
promulgated under the Securities Act of 1933, as amended, Brainstorm Cell Therapeutics Inc. (the “Company”) hereby
respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-3 be accelerated to Friday,
June 29, 2018, at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.

Any questions regarding this request should
be addressed to Thomas B. Rosedale, Esq., at BRL Law Group LLC at (617) 399-6931.

    Very truly yours,

    Brainstorm Cell Therapeutics Inc.

    /s/ Chaim Lebovits

    By:

Its:
    Chaim Lebovits
President and Chief Executive Officer

 cc: Thomas B. Rosedale, Esq.

(BRL Law Group LLC)

June 19, 2018
Chaim Lebovits
President and Chief Executive Officer
Brainstorm Cell Therapeutics Inc.
1745 Broadway, 17th Floor
New York, NY 10019
Re:Brainstorm Cell Therapeutics Inc.
Registration Statement on Form S-3
Filed June 8, 2018
File No. 333-225517
Dear Mr. Lebovits:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Thomas B. Rosedale, Esq.

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BRAINSTORM CELL THERAPEUTICS INC.

3 University Plaza Drive, Suite 320

Hackensack, NJ 07601

    June 10, 2015

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Jeffrey P. Riedler

    RE:

        Brainstorm Cell Therapeutics Inc.

        Registration Statement on Form S-3

        Filed June 4, 2015

        File No. 333-204718

        Acceleration Request

Dear Mr. Riedler:

Pursuant to Rule 461 of the Rules and Regulations
promulgated under the Securities Act of 1933, as amended, Brainstorm Cell Therapeutics Inc. (the “Company”) hereby
respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-3 be accelerated to Wednesday,
June 10, 2015, at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.

The Company acknowledges that:

    ●
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 and 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.

Any questions regarding this request should
be addressed to Thomas B. Rosedale, Esq., at BRL Law Group LLC at (617) 399-6931.

        Very truly yours,

        Brainstorm Cell Therapeutics Inc.

           /s/ Tony Fiorino, MD, PhD

        By: Tony Fiorino, MD, PhD

        Its:  Chief Executive Officer

 cc: Thomas B. Rosedale, Esq.

  (BRL Law Group LLC)

June 9 , 2015

Via E -mail
Tony Fiorino, MD, PhD
Chief Executive Officer
Brainstorm Cell Therapeutics Inc.
3 University Plaza Drive, Suite 320
Hackensack, NJ 07601

Re: Brainstorm Cell Therapeutics Inc.
Registration Statement on Form S -3
Filed June 4 , 2015
File No. 333-204718

Dear Dr. Fiorino :

This is to advise you that we have not reviewed and will not review your registration
statement .

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 Act of 193 3 and
all applicable Securities  Act rules require.   Since the company 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 the event you request acceleration of the effective date of the pending regist ration
statement, please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h 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 th e filing; and

 the company may not assert staff comments and 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.

Tony Fiorino, MD, PhD
Brainstorm Cell Therapeutics Inc.
June 9 , 2015
Page 2

 Please refer to Rules 460 and  461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities  under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

 You may contact Preston Brewer  at (202) 551 -3969, Dan 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

July 21, 2014

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

Re: Brainstorm Cell Therapeutics Inc.
  Preliminary Proxy Statement on Schedule 14A
Filed July 10, 2014
File No. 000 -54365

Dear Ms. Sossover :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing 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.  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 rules require.

Sincerely,

 /s/ Daniel Greenspan  for

Jeffrey P. Rie dler
Assistant Director

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    Confidential Treatment Requested by Brainstorm Cell Therapeutics Inc.
Page Brainstorm 014-001

BRAINSTORM CELL
THERAPEUTICS INC.

605 THIRD AVENUE,
34th FLOOR

NEW YORK, NY 10158

July 21, 2014

VIA EDGAR

United States Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

 Re: Brainstorm
Cell Therapeutics Inc.

Preliminary
Proxy Statement on Schedule 14A

Filed July 10, 2014

File
No. 000-54365

Ladies and Gentlemen:

On behalf of Brainstorm
Cell Therapeutics Inc. (the “Company”), set forth below are the Company’s responses to the comments of the Staff
of the Securities and Exchange Commission, as set forth in your letter dated July 18, 2014 to Ms. Liat Sossover, the Company’s
Chief Financial Officer and Treasurer. The responses set forth below have been organized in the same manner in which the Staff’s
comments were organized. References to page numbers in the responses refer to the page numbers in the Company’s Preliminary
Proxy Statement on Schedule 14A filed on July 10, 2014.

The Company acknowledges
that it will comply with the Staff’s comments to the Company’s Preliminary Proxy Statement on Schedule 14A filed July
10, 2014, in future filings, including the Definitive Proxy Statement on Schedule 14A it intends to file on July 22, 2014.

The Company acknowledges
that the adequacy and accuracy of the disclosure in the filings listed above is the responsibility of the Company. The Company
also acknowledges that Staff comments, or changes to disclosure in response to Staff comments, do not foreclose the Commission
from taking any action with respect to the filings. Finally, the Company acknowledges that 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.

Preliminary Proxy Statement on Schedule 14A

Proposal 2: To Authorize the Board of Directors,
in its Discretion, . . ., page 10

Comment 1. We note that you have proposed a
reverse stock split and an amendment to your Certificate of Incorporation to implement the reverse stock split. We also note your
statement that the reverse split would increase the number of shares of the company’s common stock available for future issuances
by the board. Please revise to disclose whether you have any plans, arrangements, understandings, etc. with respect to the issuance
of any of the shares that would be newly available for issuance as a result of the reverse split. If such plans exist, please disclose
all material information.

    Confidential Treatment Requested by Brainstorm Cell Therapeutics Inc.
Page Brainstorm 014-002

Response:

The Company confirms that in
the Definitive Proxy Statement on Schedule 14A it intends to file on July 22, 2014 and any future filings on Schedule 14A or other
documents requiring such disclosure it will add the following language to the fifth paragraph on page 11 under the heading “Principal
Effects of the Proposed Reverse Split” (or similar paragraph) which in the July 10, 2014 filing read “Because the reverse
split would apply to all issued and outstanding shares of the Company’s Common Stock and outstanding rights to purchase the
Company’s Common Stock or to convert other securities into the Company’s Common Stock, the proposed reverse split would
not alter the relative rights and preferences of existing stockholders. The reverse split would, however, effectively increase
the number of shares of the Company’s Common Stock available for future issuances by the Board.”:

ADDITIONAL LANGUAGE: “The Company currently
has no plans, arrangements or understandings with respect to the issuance of any of the shares that would be newly available for
issuance as a result of the reverse split.”

If you have any
questions with regard to these responses, need further information or would like to discuss any of the matters covered in this
letter, please contact Liat Sossover, Chief Financial Officer and Treasurer at 011972545613363.

    Very truly yours,

        /s/ Liat Sossover

        Liat Sossover

    Chief Financial Officer and Treasurer

Distribution:

Jeffrey P. Riedler

Daniel Greenspan

Matthew Jones

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    Roth Capital Partners, LLC
    Maxim Group LLC

    888 San Clemente Drive
    405 Lexington Avenue, 2nd Floor

    Newport Beach, CA  92660
    New York, NY 10174

August 6, 2013

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Brainstorm Cell Therapeutics Inc. (the “Company”)

Registration Statement on Form S-1
(File No. 333-186516)

Ladies and Gentlemen:

In connection with the above-captioned
registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned
hereby joins in the request of the Company that the effective date of such registration statement be accelerated to 4:00 p.m. (New
York Time) on Thursday, August 8, 2013, or as soon thereafter as practicable.

In making this request the undersigned
acknowledges that it is aware of its obligations under the Act as they relate to the public offering of securities pursuant to
the registration statement.

Very truly yours,

    Roth Capital Partners, LLC

    MAXIM GROUP LLC

    By:
    /s/ Aaron Gurewitz

    By:
    /s/ Eric Cheng

    Name:
    Aaron Gurewitz

    Name:
    Eric Cheng

    Title:
    Head of Equity Capital Markets

    Title:
    Managing Director

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BRAINSTORM CELL THERAPEUTICS INC.

605 Third Avenue, 34th Floor

New York, New York 10158

    August 6, 2013

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Johnny Gharib

    RE:

        BrainStorm Cell Therapeutics Inc.

        Amendment No. 5 to the Registration Statement
        on

        Form S-1 (Registration No. 333-186516)

        Acceleration Request

Dear Mr. Gharib:

Pursuant to Rule 461 of the Rules and Regulations
promulgated under the Securities Act of 1933, as amended, BrainStorm Cell Therapeutics Inc. (the “Company”) hereby
respectfully requests that the effectiveness of the above-captioned Amendment No. 5 to the Registration Statement on Form S-1 be
accelerated to Thursday, August 8, 2013, at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.

The Company acknowledges that:

    ●
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 and 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.

Any questions regarding this request should
be addressed to Thomas B. Rosedale, Esq., at BRL Law Group LLC at (617) 399-6931.

    Very truly yours,

    BrainStorm Cell Therapeutics Inc.

    /s/ Liat Sossover

    By:
    Liat Sossover

    Its:
    Chief Financial Officer

 cc: Thomas B. Rosedale, Esq.

(BRL
Law Group LLC)

CORRESP
1
filename1.htm

August 5, 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.

    Registration Statement on Form S-1

    Filed February 8, 2013

    File No. 333-186516

Dear Mr. Riedler:

On behalf of Brainstorm Cell Therapeutics
Inc. (the “Company”), we submit the following responses to the comments of the Staff of the U.S. Securities and Exchange
Commission (the “Staff”) as set forth in your letter dated February 19, 2013, pertaining to our Registration Statement
on Form S-1 (the “Registration Statement”).

These responses set forth below have been
organized in the same manner in which the Staff’s comments were organized.

All responses pertaining to the Company
set forth in this letter were prepared by the Company in consultation with its counsel, BRL Law Group LLC. We are filing these
responses in connection with Amendment No. 5 (“Amendment No. 5”) to the Company’s Registration Statement, filed
on the date hereof.

COMMENT 1. Please note that rule 430A only allows
you to omit pricing related information. Accordingly, please amend your registration statement to include the number of shares
of common stock, warrants and shares of common stock issuable upon exercise of the warrants.

RESPONSE:

In response to the Staff’s comments,
the Company has filed, in connection with the submission of this letter, Amendment No. 5 to the Registration Statement to include
the requested information. The only information not included in Amendment No. 5 to the Registration Statement is pricing-related
information.

COMMENT 2.
We note that you “intend to engage one or more underwriters, broker-dealers or selling agents to sell the securities.”
Please update your registration statement, including the Plan of Distribution, to identify any underwriters, broker dealers or
selling agents and to include the specific terms of the underwriting or other selling arrangements. Also, please file any agreements
related to these arrangements as exhibits pursuant to Item 601(b)(1) of Regulation S-K.

RESPONSE:

In response to the Staff’s comments,
the Company has filed, in connection with the submission of this letter, Amendment No. 5 to the Registration Statement to include
the requested information. The form of Underwriting Agreement is filed as Exhibit 1.1 to Amendment No. 5 to the Registration Statement.

Comment 5.
Please file the legal opinion as exhibit 5.1 to your registration statement pursuant to Item 601(b)(5) of Regulation
S-K. We may have further comments based on our review of the opinion.

RESPONSE:

In response to the Staff’s comments,
the Company has filed, in connection with the submission of this letter, Amendment No. 5 to the Registration Statement to include
the legal opinion as Exhibit 5.1

The Company acknowledges the Staff’s
references regarding requests for acceleration of the Registration Statement, including Rules 460 and 461. The Company will include
the requested acknowledgments and will provide the Staff with adequate time after the filing of any amendment for further review
before submitting a request for acceleration.

If you have any questions with regards to these responses, need
supplemental information or would like to discuss any of the matters covered in this letter, please contact the undersigned at
+972 3 923 6384 or Tom Rosedale of BRL Law Group LLC at (617) 399-6935.

Very truly yours,

/s/ Liat Sossover

Liat Sossover

CORRESP
1
filename1.htm

March 20, 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.

    Registration Statement on Form S-1

    Filed February 8, 2013

    File No. 333-186516

Dear Mr. Riedler:

On behalf of Brainstorm Cell Therapeutics
Inc. (the “Company”), we submit the following responses to the comments of the Staff of the Securities and Exchange
Commission (the “Staff”) as set forth in your letter dated February 19, 2013 to Ms. Liat Sossover, the Company’s
Chief Financial Officer.

These responses set forth below have been
organized in the same manner in which the Staff’s comments were organized.

All responses pertaining to the Company
set forth in this letter were prepared by the Company in consultation with its counsel, BRL Law Group LLC. We are filing these
responses in connection with Amendment No. 1 (“Amendment No. 1”) to the Company’s Registration Statement on Form
S-1, filed March 20, 2013 (the “Registration Statement”).

COMMENT 1. Please note that rule 430A only allows
you to omit pricing related information. Accordingly, please amend your registration statement to include the number of shares
of common stock, warrants and shares of common stock issuable upon exercise of the warrants.

RESPONSE:

In response to the Staff’s comments, the Company will file another amendment to the Registration Statement pre-effectively
to include the requested information once such information has been determined.

    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

COMMENT 2. We note that you “intend to engage
one or more underwriters, broker-dealers or selling agents to sell the securities.” Please update your registration statement,
including the Plan of Distribution, to identify any underwriters, broker dealers or selling agents and to include the specific
terms of the underwriting or other selling arrangements. Also, please file any agreements related to these arrangements as exhibits
pursuant to Item 601(b)(1) of Regulation S-K.

RESPONSE:

In response to the Staff’s comments,
the Company will file another amendment to the Registration Statement pre-effectively to include the requested information and
will file any related agreements as exhibits once any underwriters, broker-dealers or selling agents are engaged. At this time,
the Company has not engaged any underwriters, broker-dealers or selling agents.

COMMENT 3. Please update your registration statement
to include executive compensation information for the fiscal year ended December 31, 2012.

RESPONSE:

In response to the Staff’s comments,
the Company has updated the Registration Statement to include executive compensation information for the fiscal year ended December
31, 2012. Please see pages 45 through 48 of Amendment No. 1.

COMMENT 4. Please update your financial statements
pursuant to Rule 8-08 of Regulation S-X.

RESPONSE:

In response to the Staff’s comments,
the Company has updated the Registration Statement to include updated financial statements pursuant to Rule 8-08 of Regulation
S-X. Please see pages F-1 through F-40 of Amendment No. 1.

COMMENT 5. Please file the legal opinion as exhibit
5.1 to your registration statement pursuant to Item 601(b)(5) of Regulation S-K. We may have further comments based on our review
of the opinion.

RESPONSE:

In response to the Staff’s comments,
the Company will file another amendment to the Registration Statement pre-effectively to include the legal opinion as Exhibit 5.1
once the details of the offering are known.

    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 the Staff’s
references regarding requests for acceleration of the Registration Statement, including Rules 460 and 461. The Company will include
the requested acknowledgments and will provide the Staff with adequate time after the filing of any amendment for further review
before submitting a request for acceleration.

If you have any questions with regards
to these responses, need supplemental information or would like to discuss any of the matters covered in this letter, 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

Copy to: Thomas B. Rosedale, Esq.

    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

March 12, 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 comple ted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect  to the company or the filing  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 la ws of the United States.  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 rules require.

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

CORRESP
1
filename1.htm

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

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

February 19 , 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.
  Registration Statement on Form S-1
Filed  February 8, 2013
  File No.  333-186516

Dear Ms. Sossover :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  Please respond to this letter by amending your registration
statement and providing the requested information .  Where you do not believe 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 registration statement and the information you
provide in response to these  comments, we may have  additional comments.

1. Please note that rule 430A only allows you to omit pricing related informatio n.
Accordingly, please amend your registration statement to include the number of
shares of common stock, warrants and shares of common stock issuable upon
exercise of the warrants.

2. We note that you “intend to engage one or more underwriters, broker -dealers or
selling agents to sell the securities.”  Please update your registration statement,
including the Plan of Distribution, to identify any underwriters , broker dealers  or
selling agent s and  to include  the specific terms of the underwriting or other s elling
arrangements.  Also, please file any agreements related to the se arrangements as
exhibits  pursuant to Item 601(b) (1) of Regulation S -K.

3. Please update your registration statement to include executive compensation
information for the fiscal year ende d December 31, 2012 .

4. Please update your financial statements pursuant to Rule 8 -08 of Regulation S -X.

Liat Sossover
Brainstorm Cell Therapeutics, Inc.
February 19, 2013
Page 2

 5. Please file the legal opinion as exhibit 5.1 to your registration statement  pursuant to
Item 601(b)(5) of Regulation S -K.  We may have further comments based on our
review of the opinion.

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 Act of 193 3 and
all applicable Securities  Act r ules require.   Since the company 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.

Notwithstanding our comments, in the event you r equest acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

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

 the action of the Commission or the staff, acting pursuant t o 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 and the declaration of effect iveness 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 requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Liat Sossover
Brainstorm Cell Therapeutics, Inc.
February 19, 2013
Page 3

 Please contact 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

CORRESP
1
filename1.htm

BRAINSTORM CELL THERAPEUTICS INC.

605 Third Avenue, 34th Floor

New York, New York 10158

    July 11, 2012

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Laura Crotty, Esq.

    RE:

        BrainStorm Cell Therapeutics Inc.

        Amendment No. 4 to the Registration Statement
        on

        Form S-1 (Registration No. 333-179331)

        Acceleration Request

Dear Ms. Crotty:

Pursuant to Rule 461 of the Rules and Regulations
promulgated under the Securities Act of 1933, as amended, BrainStorm Cell Therapeutics Inc. (the “Company”) hereby
respectfully requests that the effectiveness of the above-captioned Amendment No. 4 to the Registration Statement on Form S-1 be
accelerated to Friday, July 13, 2012, at 9:30 a.m. Eastern Time, or as soon as practicable thereafter.

The Company acknowledges that:

    ●
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 and 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.

Any questions regarding this request should
be addressed to Thomas B. Rosedale, Esq., at BRL Law Group LLC at (617) 399-6931.

        Very truly yours,

        BrainStorm Cell Therapeutics Inc.

            /s/ Liat Sossover

        By: Liat Sossover

        Its:  Chief Financial Officer

    cc:
    Thomas B. Rosedale, Esq

    (BRL Law Group LLC)

From: Heather Turner [mailto:hturner@brllawgroup.com]
Sent: Wednesday, November 09,20111:00 PM
To:OCA
Cc: DCAO Letters
Subject: Waiver Request for Brainstorm Cell Therapeutics Inc.
To the Office of the Chief Accountant
Re: Brainstorm Cell Therapeutics Inc. ("Brainstorm")
Brainstorm is a leading company in developing stem cell therapeutic products based on
technologies enabling the in-vitro differentiation of bone marrow stem cells into glia-like
cells. The Company aims to become a leader in adult stem cell transplantation for
neurodegenerative diseases. The Company's technology entails exploiting the patient's
own bone marrow stem cells to generate glial-like cells that may provide in the future an
effective treatment for Amyotrophic Lateral Sclerosis, Parkinson's Disease, Multiple
Sclerosis and Spinal Cord Injury.
The Company was incorporated under the laws of the State of Washington on
September 22, 2000, under the name Wizbang Technologies, Inc. and acquired the right
to market and sell a digital data recorder product line in certain states in the U.S.
Subsequently, the Company changed its name to Golden Hand Resources Inc. On July 8,
2004, the Company entered into a licensing agreement with Ramot to acquire certain
stem cell technology and decided to discontinue all activities related to the sale of the
digital data recorder product. On November 22, 2004, the Company changed its name
from Golden Hand Resources Inc. to Brainstorm Cell Therapeutics Inc. to better reflect
its new fine of business in development of novel cell therapies for neurodegenerative
diseases. On October 25, 2004, the Company formed its wholly-owned subsidiary,
Brainstorm Cell Therapeutics Ltd. in Israel. On December 18, 2006, the stockholders of
the Company approved a proposal to change the state of incorporation of the Company
from the State of Washington to the State of Delaware. The reincorporation was
completed on December 21, 2006 through the merger of the Company into a newly
formed, wholly-owned Delaware subsidiary of Brainstorm, also named Brainstorm Cell
Therapeutics Inc.
1

The Company has been a development stage company since its inception. For the period
from inception to date, the Company did not generate any revenues from operations.
The Company does not expect to generate revenues from operations until 2013. In
addition, the Company incurred operating costs and expenses of approximately
$2,589,000 during the year ended December 31, 2010, and approximately $37,528,000
for the period from inception through December 31, 2010.
During a review by the SEC of the Company's 10-K for the fiscal year ended December
31, 2010, the Company received a comment relating to the inclusion of all reports on
which the Company's independent registered public accounting firm has placed reliance
on when auditing the financial statements of Brainstorm as required by Rule 2-05 of
Regulation S-X. As described above, Brainstorm is a development stage company that
inter alia, complies with ASC 915-225-45-1 that requires the cumulative amounts of
revenues and expenses since inception. As can be seen above, the Company changed its
operations in July 2004, when its current operations began. In trying to comply with
Rule 2-05 of Regulation S-X, the Company will provide accountant reports dated back to
2004 (the beginning of its current operations), but as is customary with development
~tage companies, the Company's accountants placed some reliance on the audit of part
of the cumulative amounts performed by their predecessors. Before the Company began
its current operations, it was a shell company with limited or no operations and losses.
The accumulated losses from September 22, 2000 (inception) through March 31, 2004
were $162,687.
On behalf of the Company, we hereby respectfully request a waiver, from the Staff, from'
the requirement to provide an independent accountant report for the period from
September 22, 2000 (inception) to March 31, 2004. That period covers an immaterial
amount of losses of $162,687, of total accumulated losses of $37,528,000 at December
31, 2010. Such amount is less than 10/0 of the Company's total losses. These losses
relate to the period prior to when the current management took over the Company.
These losses were audited by an independent accountant which the Company's current
management has not worked with and believes that it would have substantial difficulty
in obtaining a reissued audit report from such independent accountant each year.
If you have any questions with regards to this request or need any more information,
please contact the Company's Chief Financial Accountant, Liat Sossover at +972 3 923
6384 or Thomas Rosedale of BRL Law Group LLC at (617) 399-6935.
Heather L. Turner
BRL Law Group LLC
425 Boylston Street, 3rd Floor
Boston, MA 02116
P: 617.399.69311 F: 617.399.6930
hturner@brllawgroup.com
This email message and any attachments are confidential and may be attorney-client privileged. If you are not the intended recipient,
please notify the sender immediately by telephone or email and destroy aU copies of this message and any attachments.
2

CORRESP
1
filename1.htm

February 27, 2012

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.

    Registration Statement on Form S-1

    Filed February 3, 2012

    File No. 333-179331

Dear Mr. Riedler:

We are in receipt of the letter dated February
14, 2012 from the Staff of the U.S. Securities and Exchange Commission containing comments on our above-captioned filing (the “Comment
Letter”).

We are currently finalizing our audit of our
financial statements for the year ended December 31, 2011. We anticipate that we can file an amendment to our S-1 Registration
Statement which will include these audited financial statements the week of March 12th. We hereby request an extension for submitting
a response to the Comment Letter. With such amendment, we will file a response letter to the Comment Letter and amend the S-1 accordingly.

If you have any questions with regards to this
request 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

Copy to: Thomas B. Rosedale, Esq.

    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

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)

January 12, 2012

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

Re: Brainstorm Cell Therapeutics, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2010
 Filed March 31, 2011
File No. 0-54365

Dear Mr. Sossover:

We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
  /s/ Joel Parker
Joel Parker Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4546

       DIVISION OF
CORPORATION FINANCE

December 21 , 2011

  Ms. Heather L. Turner
BRL Law Group LLC
425 Boylston Street, 3
rd Floor
Boston, MA 02116

Re: Brainstorm Cell Therapeutics , Inc.
File No.  333 -61610

Dear. Ms. Turner :

In your  letter dated November 9, 2011, which you provided on beha lf of Brainstorm
Cell Therapeutics Inc.’s management in response to staff comment  on Brainstorm Cell
Therapeutics Inc.’s Form 10- K for the year ended December 31, 2010 filed on March 31,
2011, and as clarified by Ms. Liat Sossover , Chief Financial Officer,  on December 20,
2011, you request ed that the staff not object if Brainstorm Cell Therapeutics :
a) label s as unaudited amounts for periods from Brainstorm Cell Therapeutics
Inc.’s  inception (September 22, 2000) to March 31, 2004 presented in
Brainstorm Cell T herapeutics  Inc.’s  statement of changes in stockholders’
equity /(deficiency) ;
b) includes a footnote to the cumulative column presented on the statement  of
operations that indicates that Brainstorm’s net loss of $163,000 for the period from inception (S eptemb er 22, 2000) through March 31, 2004, which is
classified as discontinued operations,  is unaudited; and
c)  includes a footnote to the cumulative column presented on the statement of cash flows that quantifies the amount of operating, investing and financing cash flows for the period from inception (September 22, 2000) through March 31, 2004, which are classified as cash flows from discontinued operations, indicating such amounts are unaudited.
 Based on the unique facts and circumstances  described in your response, we will not
object  to your request provided that you amend your Form 10- K for the year ended
December 31, 2010 to comply fully with Rule 2- 05 of Regulation S -X.  To this end,
neither the report of your current auditor nor your prior auditor should reference the work
of another auditor unless the report of the other auditor is included in your filing.  To this end, it appears that you will need to request a new report from your current auditor that omits the reference to the work  of auditors whose reports, under your proposal above,
will not be included in Brainstorm Cell Therapeutics Inc.’s filings.

Ms. Heather L. Turner
BRL Law Group LLC
December 21 , 2011
Page 2 of 2

The position described above is based solely on t he information included in your
letter, the clarification provided by Ms. Liat Sos sover, and Brainstorm Cell Therapeutics
management’s assertion that the cumulative statement of operations and cash flow amounts from inception (September 22, 2000) to March 31, 2004 are not material .  New
or different facts could warrant a different concl usion.  If you have any question about
this letter, please call me at 202.551.3516.

Sincerely,
  Todd E. Hardiman
Associate Chief Accountant

CORRESP
1
filename1.htm

    Unassociated Document

November 9, 2011

Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission (Mail Stop 4561)

100 F Street, N.E.

Washington, D.C. 20549

Re:

Brainstorm Cell Therapeutics Inc.

Form 10-K for the Fiscal Year ended December 31, 2010

Filed March 31, 2011

File No. 0-54365

Dear Mr. Rosenberg:

We are in receipt of the letter dated October 26, 2011 from the Staff of the U.S. Securities and Exchange Commission containing comments on our above-captioned filing (the “Comment Letter”).  We note that the Comment Letter requests us either to respond within 10 business days or to tell the Staff when we will provide a response.

We are requesting a waiver from the Office of the Chief Accountant for one of the required audit reports.  We anticipate that we will receive an answer from the Office of the Chief Accountant within 10 business days.  We hereby request an extension for submitting a response to the Comment Letter.  We will file a response to the Comment Letter shortly after receiving an answer from the Office of the Chief Accountant.

If you have any questions with regards to this request 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

Copy to:  Thomas B. Rosedale, Esq.

_______________________________________________________________________________________________________________________________________________

BrainStorm Cell Therapeutics Inc.

605 Third Avenue, 34th Floor

New York NY 10158

Tel:  (212) 557-9000

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

October 26, 2011

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

Re: Brainstorm Cell Therapeutics, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2010
 Filed March 31, 2011
File No. 0-54365

Dear Mr. Sossover:

We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to  other portions of your document.
  Please respond to this letter within ten business days by providing us the requested
information, amending your filing or by advi sing us when you will provide the requested
response.  If you do not believe the comment applie s to your facts and circumstances, please tell
us why in your response.  Please furnish us  a letter on EDGAR under the form type label
CORRESP that keys your response to our comment.

After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.

Report of Independent Registered Public Accounting Firm, page 29

1. The audit report of Brightman Algamor Zohar & Co. references the report of another
auditor for the financial statements through December 31, 2007.  Please amend your
filing to include Brightman Algamor Zohar & Co.’s report as reissued by them as
required by Rule 2-05 of  Regulation S-X.

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 include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company 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 company
acknowledging that:

Liat Sossover
Brainstorm Cell Therapeutics, Inc.
October 26, 2011
Page 2

  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
 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 contact Vanessa Robert son, Staff Accountant, at (202) 551-3649 or Mary Mast,
Senior Staff Accountant, at ( 202) 551-3613 if you have any questi ons regarding the comment.  In
this regard, do not hesitate to contact me at (202) 551-3679.

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   March 13, 2006
Mr. Yoram Drucker
Chief Operating Officer
Brainstorm Cell Therapeutics Inc.
1350 Avenue of the Americas
New York, NY  10019

Re: Brainstorm Cell Therapeutics Inc.
 Form 10-KSB for Fiscal Year Ended March 31, 2005
File No. 333-61610

Dear Mr. Drucker:
  We have completed our review of your Form 10-KSB and have no further
comments at this time.

        S i n c e r e l y ,
Kevin Woody
        B r a n c h  C h i e f

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                                                                   March 7, 2006

VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549

Re:      Brainstorm Cell Therapeutics, Inc.
         Form 10-KSB for Fiscal Year Ended March 31, 2005
         File No. 333-61610

Ladies and Gentlemen:

      On behalf of our client, Brainstorm Cell Therapeutics, Inc. (the
"Company"), set forth below is the Company's response to the comment of the
Staff of the Securities and Exchange Commission (the "Commission") as set forth
in your letter dated February 8, 2006 to Mr. Yoram Drucker, the Company's Chief
Operating Officer.

      The Company acknowledges that the adequacy and accuracy of the disclosure
in the filings listed above is the responsibility of the Company. The Company
also acknowledges that staff comments, or changes to disclosure in response to
staff comments, do not foreclose the Commission from taking any action with
respect to the filings. Finally, the Company acknowledges that 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.

      We have been authorized by the Company to deliver its response to the
Commission's comment set forth below. The response pertaining to the Company set
forth in this letter was prepared by the Company in consultation with its
counsel, BRL Law Group LLC, and its auditors, Ernst & Young.

General

COMMENT 1. We note from your November 4, 2004 Form 8-K/A filed February 14, 2005
that you are required to register the common shares underlying the warrants
issued in your July 8, 2004 Research and License Agreement and your July 8, 2004
consulting agreements. We also note your requirement to maintain effectiveness
of these registration statements for specified periods of time. Please explain
to us in detail why you apparently do not classify these warrants as liabilities
and mark any changes in value through earnings under paragraphs 14-18 of EITF
00-19. Please reference the authoritative literature you relied upon to support
your position.

RESPONSE:

<PAGE>

On July 12, 2004, the Company entered into a Research and License Agreement
("R&L Agreement") with Ramot at Tel Aviv University ("Ramot") pursuant to which
the Company was granted an exclusive, worldwide, royalty-bearing license to use
Ramot's technology to develop products. In consideration for the license, the
Company paid an upfront fee of $100,000. In addition, on November 4, 2004, in
accordance with the requirements of the R&L Agreement, the Company issued Ramot
a warrant to purchase 10,606,414 shares, representing 29%, of the Company's
issued and outstanding common stock immediately following the completion of an
investment (or series of investments) in the Company of $750,000 (a "Qualified
Investment") at an exercise price of $0.01 per share (the "Warrant"). The
Company also entered into consulting agreements in connection with the R&L
Agreement. The consultants also were granted warrants to purchase shares of the
Company's common stock (the "Consultant Warrants").

On July 18, 2005, based on correspondence between the parties and a
clarification letter dated June 1, 2005, the Company entered into a Registration
Rights Agreement with Ramot (the "Registration Rights Agreement"), pursuant to
which the Company agreed to prepare and file a registration statement for the
resale of the shares issued or issuable upon exercise of the Warrant. The filing
of the registration statement was to occur no later than 21 months from the date
of the R&L Agreement (which date was July 12, 2004) and the Company agreed to
use its best efforts to cause the registration statement to be declared
effective on or before April 12, 2006. None of the R&L Agreement, the Warrant,
the Registration Rights Agreement, the consulting agreements or the Consultant
Warrants requires the Company to pay liquidated damages or other penalties to
Ramot or others if the Company fails to file or cause the effectiveness of the
resale registration statement by such deadlines.

The Company evaluated its accounting for the Warrant and the Consultant Warrants
in accordance with EITF 00-19, "Accounting for Derivative Financial Instruments
Indexed to, and potentially Settled in, a Company's Own Stock".

According to EITF 00-19, a company must value and classify derivative financial
instruments as equity if they are:

-Contracts that require physical settlement or net-share settlement
-Contracts that give the company a choice of net-cash settlement or settlement
in its own shares (physical settlement or net-share settlement), assuming that
all the criteria set forth in paragraphs 12 to 32 of EITF 00-19 have been met.

It was clear to the Company that the Warrant and the Consultant Warrants could
only be settled by physical or net-share settlement and that no provisions in
the warrant agreements permitted or required any net-cash settlement.

                                       2
<PAGE>

In making its detailed analysis, the Company first considered whether it could
deliver unregistered shares to satisfy its obligation under the Warrant and the
Consultant Warrants.

According to paragraph 14 of EITF 00-19, the following factors needed to be
satisfied to support of an equity classification:

      1.    Ensure that the Derivative Securities can be settled in unregistered
            shares.
      2.    Demonstrate that a failed registration statement has not occurred
            within six months of the classification assessment date.
      3.    Determine that the other conditions of EITF 00-19 are met.

With respect to the first factor, the Company issued the Warrant and the
Consultant Warrants pursuant to the R&L Agreement. The Company issued the
Warrant and the Consultant Warrants in reliance upon the exemption from
registration provided by Section 4(2) of the Securities Act of 1933.

In addition, the Warrant and the Consultant Warrants contain no provision that
makes the Company's ability or obligation to satisfy its share delivery
obligations thereunder dependent on its ability to deliver "registered" shares.
In fact, the Warrant and the Consultant Warrants are immediately exercisable,
while the Company's obligation to file a registration statement was not
immediate. The registration statement is intended for resales of the
unregistered, restricted securities issued or issuable by the Company upon
Ramot's exercise of the Warrant or the consultants' respective exercises. In
addition, the Company's obligation to cause the registration statement to be
declared effective is on a "best effort" basis.

With respect to the second factor, paragraph 14 of EITF 00-19 explicitly
provides that, unless there has been a failed registration statement by an
issuer within the six months prior to the classification assessment date,
delivery of unregistered shares is within the control of the issuer. To the
extent such facts are relevant to determining how to classify the Warrant and
the Consultant Warrants, the Company has not had a failed registration statement
in the last six months.

With respect to the third factor, additional conditions must be met for a
contract to be classified as equity. The Company's assessment is that each of
the conditions was satisfied as detailed below:

Para. 19 - "The company has sufficient authorized and unissued shares available
to settle the contract after considering all other commitments that may require
the issuance of stock during the maximum period the derivative could remain
outstanding"

Satisfied. The Company has sufficient authorized and unissued shares available
to settle the contract after considering all other commitments that may require
the issuance of stock. Although the number of shares underlying the Warrant was
not known until the Qualified Investment, the decision to enter into Qualified
Investment was under the control of the Company and the Company had the ability
to consummate an investment agreement only if it had sufficient authorized and
unissued shares available to settle the contract after considering all other
commitments that may require the issuance of stock. In Section 6 of the Warrant
and the Consultant Warrants, the Company agreed to maintain sufficient amounts
of shares available and reserve for issuance upon exercise of the Warrant and
the Consultant Warrants.

                                       3
<PAGE>

Para. 20-24 - "The contract contains an explicit limit on the number of shares
to be delivered in a share settlement."

Satisfied. The Company granted Ramot the Warrant to purchase 29% of the issued
and outstanding shares of the company immediately following the completion of an
investment in the Company of $750,000. At the time the R&L Agreement was signed,
a Qualified Investment had not yet occurred but the Company was negotiating the
terms of such investment with several potential investors. Although the number
of shares underlying the Warrant did not become fixed until the Qualified
Investment was consummated, the decision whether to enter into a Qualified
Investment transaction was under the control of the Company.

Para. 25 - "There are no required cash payments to the counterparty in the event
the company fails to make timely filings with the SEC."

Satisfied. None of the agreements between the (i) Company and (ii) Ramot or the
consultants require that the Company pay a cash or other penalty to Ramot or the
consultants if the Company fails to make timely filings with the SEC.

Para. 26 - "There are no required cash payments to the counterparty if the
shares initially delivered upon settlement are subsequently sold by the
counterparty and the sales proceeds are insufficient to provide the counterparty
with full return of the amount due (that is, there are no cash settled "top-off"
or "make-whole" provisions)."

Satisfied. Neither Ramot nor the consultants have any contractual rights to
receive any such "top-off", "make-whole", or other similar payments from the
Company.

Para. 27-28 - "The contract requires net-cash settlement only in specific
circumstances in which holders of shares underlying the contract also would
receive cash in exchange for their shares"

Satisfied. The R&L Agreement, the Warrant and the Consultant Warrants do not
require net-cash settlement.

                                       4
<PAGE>

Para 29-31 - "There are no provisions in the contract that indicate that the
counterparty has rights that rank higher than those of a shareholder of the
stock underlying the contract."

Satisfied. There are no provisions, such as preferential payments upon
liquidation or bankruptcy, which may indicate that the rights of Ramot or the
consultants rank higher than other holders of the Company's common stock.

Para. 32 - "There is no requirement in the contract to post collateral at any
point or for any reason."

Satisfied. There is no circumstance that requires the Company to post collateral
of any kind at any point or for any reason.

Conclusion
Based upon the above analysis, the Company determined that the conditions
contained in EITF 00-19 were met and that classification of the Warrant and the
Consultant Warrants as equity was appropriate.

      If you have any questions with regard to this response, need further
information or would like to discuss any of the matters covered in this letter,
please contact the undersigned at (617) 399-6935.

                                                           Very truly yours,

                                                           /s/Thomas B. Rosedale
                                                           ---------------------
                                                           Thomas B. Rosedale

cc:      Mr. Jim B. Rosenberg
         Mr. Mark Brunhofer
         Mr. Kevin Woody
         (Securities and Exchange Commission)

         Mr. Yoram Drucker
         Mr. David Stolick
         (Brainstorm Cell Therapeutics, Inc.)

                                       5
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                                                               February 21, 2006

VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attn:  Jim B. Rosenberg

         Re:      Brainstorm Cell Therapeutics, Inc.
                  Form 10-KSB for Fiscal Year Ended March 31, 2005
                  File No. 333-61610

Dear Mr. Rosenberg:

         On behalf of our client, Brainstorm Cell Therapeutics, Inc. (the
"Company"), we hereby notify you that the Company's response to the comment of
the Staff of the Securities and Exchange Commission (the "Commission") as set
forth in your letter dated February 8, 2006 to Mr. Yoram Drucker, the Company's
Chief Operating Officer, will be delivered within four (4) weeks of the date
hereof.

         The Company is currently working with its advisors to gather all
necessary information to provide an accurate and complete response to the
comment of the Commission.

         If you have any questions or need further information, please contact
the undersigned at (617) 399-6935.

                                                               Very truly yours,

                                                          /s/ Thomas B. Rosedale
                                                              Thomas B. Rosedale

cc:      Mr. Mark Brunhofer
         Mr. Kevin Woody
         (Securities and Exchange Commission)

         Mr. Yoram Drucker
         Mr. David Stolick
         (Brainstorm Cell Therapeutics, Inc.)

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Via Facsimile and U.S. Mail
Mail Stop 6010
								February 8, 2006

Mr. Yoram Drucker
Chief Operating Officer
Brainstorm Cell Therapeutics Inc.
1350 Avenue of the Americas
New York, NY  10019

Re:	Brainstorm Cell Therapeutics Inc.
	Form 10-KSB for Fiscal Year Ended March 31, 2005
      File No. 333-61610

Dear Mr. Drucker:

      We have reviewed your filing and have the following comment.
We have limited our review of your filing to only your financial
statements and related disclosures and do not intend to expand our
review to other portions of your document.  In our comment, we ask
you to provide us with more information so we may better
understand
your disclosure.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-KSB for the year ended March 31, 2005

Financial Statements, page F-1

Note 3:  Research and License Agreement, page F-15

Note 4:  Consulting Agreements, page F-16

1. We note from your November 4, 2004 Form 8-K/A filed February
14,
2005 that you are required to register the common shares
underlying
the warrants issued in your July 8, 2004 Research and License
Agreement and your July 8, 2004 consulting agreements.  We also
note
your requirement to maintain effectiveness of these registration
statements for specified periods of time.  Please explain to us in
detail why you apparently do not classify these warrants as
liabilities and mark any changes in value through earnings under
paragraphs 14-18 of EITF 00-19.  Please reference the
authoritative
literature you relied upon to support your position.

      Please respond to this comment within 10 business days or
tell
us when you will respond.  Please furnish a letter that keys your
response to our comment and provide the requested information.
Detailed cover letters greatly facilitate our review.  Please file
the letter on EDGAR under the form type label CORRESP.  Please
understand that we may have additional comments after reviewing
your
amendments and responses to our comment.

      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 all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company 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 connection with responding to our comments, please
provide,
in your letter, a statement from the company 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

* 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions, please contact Mark Brunhofer,
Staff
Accountant, at (202) 551-3638 or Kevin Woody, Branch Chief, at
(202)
551-3629.  In this regard, do not hesitate to contact me, at (202)
551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant
??

??

??

??

Mr. Yoram Drucker
Brainstorm Cell Therapeutics Inc.
February 8, 2006
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 04-07
							November 19, 2004

Mr. Irit Arbel, President and Director
Golden Hand Resources, Inc.
36 Derch Bait Lechem
Jerusalem, Israel  77002

RE:	Golden Hand Resources, Inc.
 	Form 8-K filed on November 2,2004
            File No. 333-61610

Dear Mr. Arbel:

	             We have reviewed the above referenced filing for
compliance with the requirements of Form 8-K and have the following
comments.  We welcome any questions you may have about our comments.
Feel free to contact us at the numbers listed at the end of this
letter.

	Item 4.01 should be amended to cover the interim period from the
date of the last audited financial statements to November 1, 2004.
See Item 304(a)(1)(iv) of Regulation S-K.

	In order for your former accountants to provide you with the
letter required by Item 304, please give a copy of the amended filing
to them as soon as possible.  You must provide a copy of the filing to
them no later then the date on which you file the Form 8-K/A with the
Commission.

To the extent that you make any other changes to the Form 8-K to
comply with our comments, please obtain and file an updated Exhibit 16
letter from the former accountants stating whether the accountants
agree with the statements made in your revised Form 8-K.

The amendment should be filed on EDGAR on or before November 30, 2004,
under cover of Form 8-K/A and should include Item 4.01 designation,
including the letter from the former accountant filed as an Exhibit
16. Any questions regarding the above should be directed to the
undersigned at (202) 942-1973.

							Sincerely,

							Gopal Dharia
						            Senior Staff Accountant

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</TEXT>
</DOCUMENT>