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