SecProbe.io

CORRESP
 1
 filename1.htm

 Mesoblast Limited

 Level 38, 55 Collins Street

 Melbourne, VIC 3000

 Australia

 January 12, 2026

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 via EDGAR

 RE:
 Mesoblast Limited

 Registration Statement on Form F-3

 Filed: December 30, 2025

 Securities Act File No.:
333-292498

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, Mesoblast Limited (the "Registrant") hereby respectfully requests acceleration of its Registration Statement
on Form F-3 (File No. 333-292498), initially filed on December 30, 2025, so that it will become effective
at 9:00 a.m. (Eastern time) on January 14, 2026, or as soon as practicable thereafter.

 If you have any questions, or require any
additional information, please do not hesitate to email Andrew Reilly, the Registrant's outside counsel, at andrew.reilly@rimonlaw.com.

 The Registrant hereby acknowledges that, if
the Securities and Exchange Commission (or its staff, acting pursuant to delegated authority) (the "Commission") declares
the filing effective, such action:

 (i)
 does not foreclose the Commission from taking any action with respect to the filing;

 (ii)
 does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 (iii)
 may not be asserted by the Registrant as a defence in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 Mesoblast Limited

 By:
 /s/ Andrew Chaponnel

 Andrew Chaponnel

 Head of Finance

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 5, 2026

Silviu Itescu
Managing Director and Chief Executive Officer
Mesoblast Limited
Level 38, 55 Collins Street
Melbourne, VIC 3000, Australia

 Re: Mesoblast Limited
 Registration Statement on Form F-3
 Filed December 30, 2025
 File No. 333-292498
Dear Silviu Itescu:

 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 Alan Campbell at 202-551-4224 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Andrew Reilly
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Mesoblast Limited

Level 38, 55 Collins Street

Melbourne, VIC 3000

Australia

February 10, 2025

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

via EDGAR

    RE:
    Mesoblast Limited

Registration Statement on Form F-3

Filed: February 5, 2025

Securities Act File No.:
333-284705

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, Mesoblast Limited (the “Registrant”) hereby respectfully requests acceleration of its Registration Statement
on Form F-3 (File No. 333-284705), initially filed on February 5, 2025, so that it will become effective
at 9:00 a.m. (Eastern time) on February 12, 2025, or as soon as practicable thereafter.

If you have any questions, or require any
additional information, please do not hesitate to email Andrew Reilly, the Registrant’s outside counsel, at andrew.reilly@rimonlaw.com.

The Registrant hereby acknowledges that, if
the Securities and Exchange Commission (or its staff, acting pursuant to delegated authority) (the “Commission”) declares
the filing effective, such action:

 (i) does
not foreclose the Commission from taking any action with respect to the filing;

 (ii) does
not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 (iii) may
not be asserted by the Registrant as a defence in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

    Very truly yours,

    Mesoblast Limited

    By:
    /s/ Andrew Chaponnel

    Andrew Chaponnel

    Interim Chief Financial Officer

February 7, 2025
Silviu Itescu
Managing Director and Chief Executive Officer
Mesoblast Limited
Level 38, 55 Collins Street
Melbourne, VIC 3000, Australia
Re:Mesoblast Limited
Registration Statement on Form F-3
Filed February 5, 2025
Amendment No. 1 to Registration Statement on Form F-3
Filed February 6, 2025
File No. 333-284705
Dear Silviu Itescu:
            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 Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Andrew Reilly

CORRESP
1
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Mesoblast Limited

Level 38, 55 Collins Street

Melbourne, VIC 3000

Australia

December 23, 2024

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

via EDGAR

    RE:
    Mesoblast Limited

Registration Statement on Form F-3

Filed: December 13, 2024

Securities Act File No.:
333-283799

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, Mesoblast Limited (the “Registrant”) hereby respectfully requests acceleration of its
Registration Statement on Form F-3 (File No. 333-283799), initially filed on December 13, 2024, so
that it will become effective at 9:00 a.m. (Eastern time) on December 27, 2024, or as soon as practicable thereafter.

If you have any questions, or require any
additional information, please do not hesitate to email Andrew Reilly, the Registrant’s outside counsel, at andrew.reilly@rimonlaw.com.

The Registrant hereby acknowledges that, if
the Securities and Exchange Commission (or its staff, acting pursuant to delegated authority) (the “Commission”) declares
the filing effective, such action:

    (i)
    does not foreclose the Commission from taking any action with respect to the filing;

    (ii)
    does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    (iii)
    may not be asserted by the Registrant as a defence in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    Mesoblast Limited

    By:
    /s/ Andrew Chaponnel

    Andrew Chaponnel

    Interim Chief Financial Officer

December 18, 2024
Silviu Itescu
Chief Executive Officer
Mesoblast Limited
Level 38, 55 Collins Street
Melbourne, VIC 3000, Australia
Re:Mesoblast Limited
Registration Statement on Form F-3
Filed December 13, 2024
File No. 333-283799
Dear Silviu Itescu:
            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 Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Andrew Reilly

CORRESP
1
filename1.htm

Mesoblast
Limited

Level
38, 55 Collins Street

Melbourne,
VIC 3000

Australia

April
22, 2024

via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Mesoblast
    Ltd

Registration
Statement on Form F-3

Filed:
April 16, 2024

Securities
Act File No. 333-278727

Request
for Acceleration of Effectiveness

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, Mesoblast Limited (the “Registrant”) hereby respectfully requests acceleration
of its Registration Statement on Form F-3 (File No. 333-278727), filed on April 16, 2024, so that it will
become effective at 9:00 a.m. (Eastern time) on April 24, 2024, or as soon as practicable thereafter.

If
you have any questions, or require any additional information, please do not hesitate to email Andrew Reilly, the Registrant’s
outside counsel, at andrew.reilly@rimonlaw.com.

The
Registrant hereby acknowledges that, if the Securities and Exchange Commission (or its staff, acting pursuant to delegated authority)
(the “Commission”) declares the filing effective, such action:

 (i) does
not foreclose the Commission from taking any action with respect to the filing;

 (ii) does
not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 (iii) may
not be asserted by the Registrant as a defence in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

    Very truly yours,

    Mesoblast Limited

    By:
    /s/
    Andrew Chaponnel

    Andrew Chaponnel

    Interim Chief Financial
    Officer

United States securities and exchange commission logo
April 19, 2024
Peter Howard
General Counsel
Mesoblast Ltd
505 Fifth Avenue, Third Floor
New York, NY 10017
Re:Mesoblast Ltd
Registration Statement on Form F-3
Filed April 16, 2024
File No. 333-278727
Dear Peter Howard:
            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 Tamika Sheppard at 202-551-8346 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew Reilly

CORRESP
1
filename1.htm

Mesoblast
Limited

Level
38, 55 Collins Street

Melbourne,
VIC 3000

Australia

May
24, 2023

via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Mesoblast
    Limited

Registration
Statement on Form F-3

Filed:
May 18, 2023

Securities
Act File No. : 333-272029

Request
for Acceleration of Effectiveness

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, Mesoblast Limited (the “Registrant”) hereby respectfully requests acceleration
of its Registration Statement on Form F-3 (File No. 333-272029), filed on May 18, 2023, so that it will
become effective at 9:00 a.m. (Eastern time) on May 26, 2023, or as soon as practicable thereafter.

If
you have any questions, or require any additional information, please do not hesitate to email Andrew Reilly, the Registrant’s
outside counsel, at andrew.reilly@rimonlaw.com.

The
Registrant hereby acknowledges that, if the Securities and Exchange Commission (or its staff, acting pursuant to delegated authority)
(the “Commission”) declares the filing effective, such action:

    (i)
    does not
    foreclose the Commission from taking any action with respect to the filing;

    (ii)
    does not relieve the Registrant
    from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    (iii)
    may not be asserted by
    the Registrant as a defence in any proceeding initiated by the Commission or any person under the federal securities laws of the
    United States.

    Very truly yours,

    Mesoblast Limited

    By:
    /s/
    Andrew Chaponnel

    Andrew Chaponnel

    Interim Chief Financial
    Officer

United States securities and exchange commission logo
May 24, 2023
Silviu Itescu
Chief Executive Officer and Managing Director
Mesoblast Limited
Level 38, 55 Collins Street
Melbourne, VIC 3000, Australia
Re:Mesoblast Limited
Registration Statement on Form F-3
Filed May 18, 2023
File No. 333-272029
Dear Silviu Itescu:
            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 Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew Reilly, Esq.

CORRESP
1
filename1.htm

Mesoblast Limited

Level 38, 55 Collins Street

Melbourne, VIC 3000

Australia

March 30, 2023

via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Mesoblast Limited

Registration Statement on Form F-3

Filed: March 24, 2023

Securities Act File No. 333-270814

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, Mesoblast Limited (the “Registrant”) hereby respectfully requests acceleration of its Registration Statement
on Form F-3 (File No. 333-270814), filed on March 24, 2023, so that it will become effective at 9:00 a.m.
(Eastern time) on April 3, 2023, or as soon as practicable thereafter.

If you have any questions, or require any
additional information, please do not hesitate to email Andrew Reilly, the Registrant’s outside counsel, at andrew.reilly@rimonlaw.com.

The Registrant hereby acknowledges that, if
the Securities and Exchange Commission (or its staff, acting pursuant to delegated authority) (the “Commission”) declares
the filing effective, such action:

    (i)
    does not foreclose the Commission from taking any action with respect to the filing;

    (ii)
    does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    (iii)
    may not be asserted by the Registrant as a defence in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    Mesoblast Limited

    By:
    /s/ Andrew Chaponnel

    Andrew Chaponnel

    Interim Chief Financial Officer

United States securities and exchange commission logo
March 28, 2023
Silviu Itescu
Managing Director and Chief Executive Officer
Mesoblast Limited
Level 38, 55 Collins Street
Melbourne, VIC 3000, Australia
Re:Mesoblast Limited
Registration Statement on Form F-3
Filed March 24, 2023
File No. 333-270814
Dear Silviu Itescu:
            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 Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew Reilly

United States securities and exchange commission logo
December 28, 2022
Silviu Itescu
Chief Executive Officer
MESOBLAST LTD
Level 38, 55 Collins Street
Melbourne, VIC 3000, Australia
Re:MESOBLAST LTD
Registration Statement on Form F-3
Filed December 20, 2022
File No. 333-268890
Dear Silviu Itescu:
            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 Cindy Polynice at 202-551-8707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
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Mesoblast Limited

Level 38, 55 Collins Street

Melbourne, VIC 3000

Australia

December 28, 2022

via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

RE: Mesoblast
Limited

Registration Statement on Form F-3

Filed: December 20, 2022

Securities Act File No. 333-268890

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, Mesoblast Limited (the “Registrant”) hereby respectfully requests acceleration of its Registration Statement
on Form F-3 (File No. 333-268890), filed on December 20, 2022, so that it will become effective at 9:00
a.m. (Eastern time) on December 30, 2022, or as soon as practicable thereafter.

If you have any questions, or require any
additional information, please do not hesitate to email Andrew Reilly, the Registrant’s outside counsel, at andrew.reilly@rimonlaw.com.

The Registrant hereby acknowledges that, if
the Securities and Exchange Commission (or its staff, acting pursuant to delegated authority) (the “Commission”) declares
the filing effective, such action:

 (i) does
not foreclose the Commission from taking any action with respect to the filing;

 (ii) does
not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 (iii) may not be asserted by the Registrant as a defence in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    Mesoblast Limited

    By:

    /s/ Peter Howard

    Peter Howard

    General Counsel

CORRESP
1
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Mesoblast Limited

Level 38, 55 Collins Street

Melbourne, VIC 3000

Australia

September 8, 2022

via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 RE: Mesoblast
Limited

Registration Statement on Form F-3

Filed: August 31, 2022

Securities Act File No. 333-267175

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, Mesoblast Limited (the “Registrant”) hereby respectfully requests acceleration of its Registration Statement
on Form F-3 (File No. 333-267175), filed on August 31, 2022, so that it will become effective at 5:00 p.m.
(Eastern time) on September 12, 2022, or as soon as practicable thereafter.

If you have any questions, or require any
additional information, please do not hesitate to email Andrew Reilly, the Registrant’s outside counsel, at andrew.reilly@rimonlaw.com.

The Registrant hereby acknowledges that, if
the Securities and Exchange Commission (or its staff, acting pursuant to delegated authority) (the “Commission”) declares
the filing effective, such action:

    (i)
    does not foreclose the Commission from taking any action with respect to the filing;

    (ii)
    does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    (iii)
    may not be asserted by the Registrant as a defence in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    Mesoblast Limited

    By:

    /s/ Peter Howard

    Peter Howard

    General Counsel

United States securities and exchange commission logo
September 7, 2022
Silviu Itescu
Managing Director and Chief Executive Officer
Mesoblast Ltd.
505 Fifth Avenue, Third Floor
New York, NY 10017
Re:Mesoblast Ltd.
Registration Statement on Form F-3
Filed August 31, 2022
File No. 333-267175
Dear Dr. Itescu:
            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 Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew Reilly, Esq.

CORRESP
1
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CORRESP

 Mesoblast Limited

Level 38, 55 Collins Street

Melbourne, VIC 3000

 Australia

July 20, 2017

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Jeffrey Gabor

Re:
Mesoblast Limited

Registration Statement on Form F-3

Filed July 10, 2017

File No. 333-219210

 Dear Mr. Gabor:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, Mesoblast Limited (the “Company”) hereby requests that the effectiveness of the
above-captioned Registration Statement on Form F-3 be accelerated so that it will become effective on July 21, 2017, at 4:30 p.m. (Eastern Time), or as soon thereafter as practicable.

The Company hereby acknowledges 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 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.

 If you have any questions, or require any additional information, please do not hesitate to call Nate Douglas at Baker & McKenzie
LLP, the Company’s outside counsel, at (202) 835-4277.

Very truly yours,

Mesoblast Limited

 /s/ Paul Hodgkinson

Name: Paul Hodgkinson

Title: Chief Financial Officer

cc:
Nate Douglas, Baker & McKenzie LLP

July 19, 2017
Silviu Itescu
Managing Director and Chief Executive Officer
Mesoblast Limited
505 Fifth Avenue, Third Floor
New York, NY 10017
Mesoblast Limited
Registration Statement on Form F-3
Filed July 10, 2017
File No. 333-219210Re:
Dear Dr. Itescu:
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 Jeffrey Gabor at (202) 551-2544 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Marc Paul

CORRESP
1
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CORRESP

 November 9, 2015

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, DC 20549

Attn:
Johnny Gharib

Dan Greenspan

Vanessa Robertson

Lisa Vanjoske

Re:
Mesoblast Limited

Draft Registration Statement on Form F-1

Filed November 6, 2015

CIK No. 0001345099

 Ladies and Gentlemen:

On behalf of Mesoblast Limited (the “Company”), we submit this letter in response to an oral comment received from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) on November 7, 2015 relating to the Company’s Registration Statement on Form F-1 (CIK No. 0001345099) submitted to the Commission
on November 6, 2015 (the “Registration Statement”). The Company has also revised the Registration Statement in response to the Staff’s comment and is filing concurrently with this letter an amendment to the Registration
Statement on Form F-1 (“Amendment No. 2”) which reflects these revisions and updates and clarifies certain other information.

1.
The Exhibit Index in the Registration Statement should be amended to specify the exhibits for which confidential treatment has been requested.

The Company acknowledges the Staff’s comment and has revised the Exhibit Index in Amendment No. 2 in order to specify those exhibits for
which confidential treatment has been requested.

 U.S. Securities and Exchange Commission

November 9, 2015

 Page 2

Please direct your questions or comments regarding this letter or the Registration Statement to the undersigned at (650) 320-4626. Thank you
for your assistance.

Respectfully submitted,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Jeffrey D. Saper

Jeffrey D. Saper

cc:
Silviu Itescu, Mesoblast Limited

Peter T. Howard, Mesoblast Limited

Steven V. Bernard, Wilson Sonsini Goodrich & Rosati

Megan J. Baier, Wilson Sonsini Goodrich & Rosati

Thomas J. Ivey, Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
filename1.htm

Company Acceleration Request

 November 6, 2015

VIA EDGAR

 Division of Corporate Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
Johnny Gharib

Dan Greenspan

Vanessa Robertson

Lisa Vanjoske

Re:
Mesoblast Limited

Registration Statement on Form F-1

File No. 333-207719

Acceleration Request

 Requested
Date:            November 10, 2015

 Requested
Time:           4:00 P.M. Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Mesoblast Limited (the “Company”) hereby requests that
the above-referenced Registration Statement on Form F-l (File No. 333-207719) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such
later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Once the
Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Megan J. Baier at (212) 497-7736.

In connection with the acceleration request, the Company hereby acknowledges that:

•

should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

•

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 Registration Statement; 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.

 [Signature page follows]

* * * *

 Securities and Exchange Commission

November 6, 2015

  Page
 2

 Sincerely,

Mesoblast Limited

/s/ Peter T. Howard

Peter T. Howard

Corporate Executive and General Counsel

cc:
Silviu Itescu, Mesoblast Limited

Jeffrey D. Saper, Wilson Sonsini Goodrich & Rosati

Steven V. Bernard, Wilson Sonsini Goodrich & Rosati

Megan J. Baier, Wilson Sonsini Goodrich & Rosati

Thomas J. Ivey, Skadden, Arps, Slate, Meagher & Flom

July 23, 2015

Via E -mail
Silviu Itescu
Chief Executive Officer
Mesoblast Limited
Level 38
55 Collins Street
Melbourne 3000
Australia

Re: Mesoblast Limited
Draft Registration Statement  on Form F -1
Submitted June 26, 2015
  CIK No. 0001345099

Dear Mr. Itescu:

We have reviewed your draft registration statement and have the following 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments app ly to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed regis tration statement, we may have additional
comments.

General

1. Please expand your disclosure to include the names of the lead underwriters.  Please note
that we will defer further review of any revised registration statement that does not
include the name s of the lead underwriters.

Business
MPC -300-IV for the Treatment of Diabetic Complications, Including Kidney Disease
Ongoing Phase 2 Trial for Kidney Disease Complicating Type 2 Diabetes, page 115

2. In the second paragraph of this section, on page 116,  you state that in June of 2015 you
announced the results of a phase 2 trial in patients with diabetic nephropathy at the 75th
annual meeting of the American Diabetes Association.  Please re vise your disclosure to

Silviu Itescu
Mesoblast Limited
July 23, 2015
Page 2

 clarify , if true,  that these were interim results for your ongoin g phase 2 clinical trial of
MPC -300-IV.

Principal Shareholders, page 160

3. Please revise your beneficial ownership table so that it is as of the most recent practicable
date, not to exceed two weeks from the date  of your registration statement .

Othe r Comments

4. We note that there are a number of additional exhibits that still need to be filed.  Please
provide these exhibits as promptly as possible.  Please note that we may have comments
on these materials once they are provided.

5. Please confirm that the graphics included in your registration statement are the only
graphics you will use in your prospectus.  If those are not the only graphics, please
provide any additional graphics prior to their use for our review.

If you intend t o respond to these comments with an amended draft registration statement,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov /divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespo ndence.htm).  If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

You may contact Vanessa Robertson at (202) 551 -3649 or Lisa Vanjoske at (202) 551 -
3614 if you have questions regarding comments on the financial statements and related matters.
Please contact Johnny Gharib at (202) 551 -3170, Dan Greenspan at (202) 551 -3623 or me at
(202) 551 -3715 with any other questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

Silviu Itescu
Mesoblast Limited
July 23, 2015
Page 3

cc: Via E -mail
 Megan Baier, Esq.
 Wilson Sonsini Goodrich & Rosati, P.C.