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Exhibit 31.2

CERTIFICATIONS

I, Yaky Yanay, certify
that:

1.           I have reviewed this
annual report on Form 10-K for the year ended June 30,           2009, of Pluristem
Therapeutics Inc.;

2.           Based on my knowledge,
this report does not contain any untrue statement of a           material fact or omit to
state a material fact necessary to make the statements           made, in light of the
circumstances under which such statements were made, not           misleading with
respect to the period covered by this report;

3.           Based on my knowledge,
the financial statements, and other financial information           included in this
report, fairly present in all material respects the financial           condition,
results of operations and cash flows of the registrant as of, and           for, the
periods presented in this report;

4.           The registrants
other certifying officer(s) and I are responsible for           establishing and
maintaining disclosure controls and procedures (as defined in           Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial           reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and have:

(a)           Designed such
disclosure controls and procedures, or caused such disclosure           controls and
procedures to be designed under our supervision, to ensure that           material
information relating to the registrant, including its consolidated
          subsidiaries, is made known to us by others within those entities, particularly
          during the period in which this report is being prepared;

(b)           Designed such internal
control over financial reporting, or caused such internal           control over
financial reporting to be designed under our supervision, to           provide reasonable
assurance regarding the reliability of financial reporting           and the preparation
of financial statements for external purposes in accordance           with generally
accepted accounting principles;

(c)           Evaluated the
effectiveness of the registrants disclosure controls and           procedures and
presented in this report our conclusions about the effectiveness           of the
disclosure controls and procedures, as of the end of the period covered           by this
report based on such evaluation; and

(d)           Disclosed in this
report any change in the registrants internal control           over financial
reporting that occurred during the registrants most recent           fiscal quarter
(the registrants fourth fiscal quarter in the case of an           annual report)
that has materially affected, or is reasonably likely to           materially affect, the
registrants internal control over financial           reporting; and



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5.           The registrants
other certifying officer(s) and I have disclosed, based on           our most recent
evaluation of internal control over financial reporting, to the           registrants
auditors and the audit committee of the registrants           board of directors
(or persons performing the equivalent functions):

(a)           All significant
deficiencies and material weaknesses in the design or operation           of internal
control over financial reporting which are reasonably likely to           adversely
affect the registrants ability to record, process, summarize and           report
financial information; and

(b)           Any fraud, whether or
not material, that involves management or other employees           who have a
significant role in the registrants internal control over           financial
reporting.

| | Dated:
September 23, 2009
| | -------------------------

| |  | /s/ Yaky Yanay
Yaky YanayChief Financial Officer and Secretary(Principal Financial Officer)
| |  | ---------------------------------------------------------------------------------------------------------

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