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