November 6 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 2, 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 4, 2015 relating to the Company’s Registration Statement on Form F-1 (CIK No. 0001345099) submitted to the Commission on November 2, 2015 (the “Registration Statement”). The Company has also revised the Registration Statement in response to the Staff’s comments and is filing concurrently with this letter an amendment to the Registration Statement on Form F-1 (“Amendment No. 1”) which reflects these revisions and updates and clarifies certain other information.

1. Please update the Registration Statement to add the date, trial and sponsor/filer of the investigational new drug applications for each of your product candidates.

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 99, 110, 114, 115, 118, 119, of 121 of Amendment No. 1 to respond to the Staff’s comment.

U.S. Securities and Exchange Commission

November 6 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