Exhibit 3.1
                        BRAINSTORM CELL THERAPEUTICS INC.

                               AMENDMENT NO. 1 TO
                   BYLAWS OF BRAINSTORM CELL THERAPEUTICS INC.

      The ByLaws (the "By-Laws") of Brainstorm Cell Therapeutics Inc., a
Delaware corporation, is hereby amended as follows:

      1. The first two sentences of Article IV, ss.1 of the ByLaws are hereby
amended by deleting such sentences in their entirety and substituting in lieu
thereof the following new sentences:

      Shares of the stock of the corporation may be certificated or
      uncertificated, as provided under the Delaware General Corporation Law.
      Each stockholder, upon written request to the transfer agent of the
      corporation, shall be entitled to one or more certificates of the stock of
      the corporation, signed by the Chairman or Vice-Chairman of the Board of
      Directors or by the President or Vice-President and by the Treasurer or an
      Assistant Treasurer or the Secretary or an Assistant Secretary,
      certifying, in the aggregate, the number of shares owned by such
      stockholder in the corporation.

      2. The first sentence of Article IV, ss.2 of the ByLaws is hereby amended
by deleting such sentence in its entirety and substituting in lieu thereof the
following new sentence:

      Except as otherwise established by rules and regulations adopted by the
      Board of Directors, and subject to applicable law, shares of stock may be
      transferred on the books of the corporation, if such shares are
      certificated, by the surrender to the corporation or its transfer agent of
      the certificate representing such shares, properly endorsed or accompanied
      by a written assignment or power of attorney properly executed, or upon
      proper instructions from the holder of uncertificated shares, in each case
      with such proof of authority or the authenticity of signature as the
      corporation or its transfer agent may reasonably require.

      3. The first sentence of Article IV, ss.3 of the ByLaws is hereby amended
by deleting the period at the end of such sentence, by adding a semicolon at the
end of such sentence, and by adding the following new clause as follows:

      provided, however, that if such shares have ceased to be certificated, a
      new certificate shall be issued only upon written request to the transfer
      agent of the corporation.

                                     ******
                                                     Adopted by the Board of
                                                     Directors on March 21,
                                                     2007.