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                                May 14, 2020

       Chen Franco-Yehuda
       Chief Financial Officer
       Pluristem Therapeutics Inc.
       Matam Advanced Technology Park
       Building No. 5
       Haifa, Israel, 3508409

                                                        Re: Pluristem
Therapeutics Inc.
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed April 30,
2020
                                                            File No. 001-31392

       Dear Ms. Franco-Yehuda:

              We have reviewed your filing 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Preliminary Proxy Statement on Schedule 14A

       Proposal No. 3 - Increase the Number of Authorized Shares of Common
Stock, page 9

   1.                                                   Please revise the proxy
statement to indicate whether you currently have any
                                                        plans, arrangements or
understandings, written or oral, to issue any of the authorized
                                                        but unissued shares
that would become available as a result of the amendment to the
                                                        Articles of
Incorporation.
   2.                                                   Please expand the
disclosure regarding the potential sale of equity securities in order to
                                                        utilize funds that may
be loaned by the European Investment Bank. Please discuss
                                                        whether you have cash
on hand to satisfy your funding obligations under the Finance
                                                        Contract or if you will
need to raise capital through equity sales, and, if capital raises are
                                                        necessary, at what
times and amounts and through what types of offerings.
 Chen Franco-Yehuda
FirstNameTherapeutics Inc.Franco-Yehuda
Pluristem LastNameChen
Comapany NamePluristem Therapeutics Inc.
May 14, 2020
Page 2
May 14, 2020 Page 2
FirstName LastName
        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 or Joe McCann at (202)
551-6262 with
any questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Life
Sciences
cc:      Ron Ben-Bassat