Mail Stop 3561
                                                           July 17, 2018

Dr. Julian Adams
Chief Executive Officer
Gamida Cell Ltd.
5 Nahum Heftsadie Street
Givaat Shaul, Jerusalem 91340
Israel

       Re:    Gamida Cell Ltd.
              Amendment No. 1 to Draft Registration Statement on Form F-1
              Submitted July 3, 2018
              CIK No. 0001600847

Dear Dr. Adams:

      We have reviewed your amended draft registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, our references to prior comments are to
comments in
our June 26, 2018 letter.

Management's Discussion & Analysis

Analysis of Results of Operations

Comparison of the years ended December 31, 2017 and 2016, page 76

1.     We reviewed the changes made in response to comment 9. Please provide an
       analysis of the underlying reasons for each significant change you
identify. For
 Dr. Julian Adams
Gamida Cell Ltd.
July 17, 2018
Page 2

       example, explain the underlying reasons why salaries, clinical
activities and
       professional services expenses increased. Please also revise to clarify
why share-
       based payment expense decreased. In this regard, the current disclosure
stating the
       decrease was due to amortization timing is unclear.

Business

NiCord: Phase 1/2 Clinical Trial Results, page 93

2.     We note that, in response to comment 17, you have revised your
disclosure on page
       94 to provide rates of "chronic moderate-to-severe GvHD" in the test
group and the
       historic controls. Please also disclose rates of other classifications
of chronic GvHD
       in both groups, such as "mild," or disclose why you have limited your
disclosure to
       chronic "moderate-to-severe" GvHD.

NiCord for the Treatment of Non-Malignant Disorders, page 98

3.     We reissue comment 13 in part. Please revise your trial description on
page 98 to
       disclose the dosage of NiCord administered to the 14 patients treated.
In addition,
       please describe the nature and prevalence of any serious adverse effects
or events
       other than GvHD, secondary graft failure, or death, or confirm to us
that no such
       effects or events were observed.

Intellectual Property, page 100

4.     We note your response to comment 20 and the related revisions to the
disclosure on
       page 101. Please revise to specify the expiration dates for the most
significant patents
       relating to each product candidate.

Principal Shareholders, page 134

5.     We note your revisions to this section. Please revise to identify the
natural person or
       persons who have voting and investment control over the shares held by
Smartmix
       Limited.
 Dr. Julian Adams
Gamida Cell Ltd.
July 17, 2018
Page 3

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 11: Share-Based Payment, page F-24

6.     Reference is made to the table of option movement in section b. and the
disclosure
       that follows in section c. All options outstanding as of December 31,
2017 are
       exercisable. Considering all options are exercisable, please explain why
there was
       $3,676,000 of unrecognized cost related to non-vested share-based
compensation as
       of December 31, 2017. In doing so, please tell us the vesting terms of
the options
       outstanding as of December 31, 2016 and granted in fiscal 2017.

        You may contact Adam Phippen, Staff Accountant, at (202) 551-3336 or
Donna Di
Silvio, Staff Accountant, at (202) 551-3202 if you have questions regarding
comments on the
financial statements and related matters. Please contact Parhaum J. Hamidi,
Special Counsel,
at (202) 551-3421 or me at (202) 551-3720 with any other questions.


                                                          Sincerely,

                                                          /s/ Mara L. Ransom

                                                          Mara L. Ransom
                                                          Assistant Director
                                                          Office of Consumer
Products