<DOCUMENT>
<TYPE>F-6
<SEQUENCE>1
<FILENAME>e22904.txt
<DESCRIPTION>FORM F-6
<TEXT>
As Filed with the Securities and Exchange Commission on November 29, 2005
                                             Registration No. 333 -[___________]
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------
                                    FORM F-6
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
         For Depositary Shares Evidenced by American Depositary Receipts

                               -------------------
                               MESOBLAST LIMITED
   (Exact name of issuer of deposited securities as specified in its charter)
                                      N.A.
                   (Translation of issuer's name into English)
                            Commonwealth of Australia
            (Jurisdiction of incorporation or organization of issuer)

                              THE BANK OF NEW YORK
             (Exact name of depositary as specified in its charter)
                      One Wall Street, New York, N.Y. 10286
                            Telephone (212) 495-1784
       (Address, including zip code, and telephone number, including area
               code, of depositary's principal executive offices)

                              --------------------
                              The Bank of New York
                                  ADR Division
                           One Wall Street, 29th Floor
                               New York, NY 10286
                            Telephone (212)-495-1784
               (Address, including zip code, and telephone number,
                   including area code, of agent for service)

         It is proposed that this filing become effective under Rule 466
                         |_| immediately upon filing
                           |_| on (Date) at (Time)
             If a separate statement has been filed to register the
                  deposited shares, check the following box.|_|
<TABLE>
<CAPTION>

                                                    CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                                             Proposed maximum      Proposed maximum     Amount of
                 Title of each class of                    Amount        Aggregate price per unit     aggregate        registration
              Securities to be registered             to be registered             (1)            offering price (1)       fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                       <C>                <C>                <C>
American Depositary Shares evidenced by American         50,000,000                $.05               $2,500,000         $294.25
Depositary Receipts, each American Depositary Share       American
evidencing five ordinary shares of Mesoblast Limited.    Depositary
                                                           Shares
===================================================================================================================================
</TABLE>

(1)   Estimated  solely for the purpose of  calculating  the  registration  fee.
      Pursuant  to Rule  457(k),  such  estimate is computed on the basis of the
      maximum  aggregate  fees or charges to be imposed in  connection  with the
      issuance of American  Depositary  Receipts  evidencing American Depositary
      Shares.

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall become  effective in accordance with Section 8(a) of the Securities Act of
1933 or until the registration statement shall become effective, on such date as
the   Commission,   acting   pursuant  to  said  Section  8(a),  may  determine.
--------------------------------------------------------------------------------
<PAGE>

      The  Prospectus  consists  of the  proposed  form of  American  Depositary
Receipt included as Exhibit A to the form of Deposit  Agreement filed as Exhibit
(1) to this Registration Statement, which is incorporated herein by reference.


                                      -2-
<PAGE>

                                     PART I

                       INFORMATION REQUIRED IN PROSPECTUS

Item 1.  Description of the Securities to be Registered

                              CROSS REFERENCE SHEET

                                                    Location in Form of
                                                    American Depositary Receipt
     Item Number and Caption                        Filed Herewith as Prospectus
     -----------------------                        ----------------------------

(1)  Name and address of Depositary                 Introductory Paragraph

(2)  Title of American Depositary Receipts and      Face of American Depositary
     identity of deposited securities               Receipt, top center

     Terms of Deposit:

     (i)     The amount of deposited securities     Face of American Depositary
             represented by one unit of American    Receipt - upper right corner
             Depositary Shares

     (ii)    The procedure for voting, if any,      Paragraphs (15) and (16)
             the deposited securities

     (iii)   The collection and distribution of     Paragraphs (12), (13)
             dividends                              and (15)

     (iv)    The transmission of notices, reports   Paragraphs (11), (15)
             and proxy soliciting material          and (16)

     (v)     The sale or exercise of rights         Paragraph (14)

     (vi)    The deposit or sale of securities      Paragraphs (12) and (17)
             resulting from dividends, splits
             or plans of reorganization

     (vii)   Amendment, extension or termination    Paragraphs (20) and (21)
             of the Deposit Agreement

     (viii)  Rights of holders of receipts to       Paragraph (11)
             inspect the transfer books of the
             Depositary and the list of holders
             of receipts

     (ix)    Restrictions upon the right to         Paragraphs (2), (3), (4),
             deposit or withdraw the                (5), (6) and (8)
             underlying securities

                                      -3-
<PAGE>


                                                    Location in Form of
                                                    American Depositary Receipt
     Item Number and Caption                        Filed Herewith as Prospectus
     -----------------------                        ----------------------------

     (x)     Limitation upon the liability of       Paragraphs (14) and (18)
             the Depositary

(3)  Fees and Charges                               Paragraph (7)

Item 2.  Available Information


                                                    Location in Form of
                                                    American Depositary Receipt
     Item Number and Caption                        Filed Herewith as Prospectus
     -----------------------                        ----------------------------

     2(a)    Statement that Mesoblast Limited       Paragraph (11)
             furnishes the Commission with
             certain public reports and documents
             required by foreign law or otherwise
             under Rule 12g3-2(b) under the
             Securities Exchange Act of 1934 and
             that such reports and documents can
             be inspected by holders of American
             Depositary Receipts and copied at
             public reference facilities
             maintained by the Commission in
             Washington, D.C.


                                       -4-
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Exhibits

      (1) Form of Deposit Agreement  (including the form of American  Depositary
Receipt),  dated as of  December  _____,  2005,  among  Mesoblast  Limited  (the
"Issuer"),  The Bank of New York, as  Depositary  (the  "Depositary"),  and each
Owner and  Beneficial  Owner from time to time of American  Depositary  Receipts
("ADRs") issued thereunder.

      (4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as
to the legality of the securities being registered.

Item 4.  Undertakings

      (a) The  Depositary  hereby  undertakes to make available at the principal
office of the Depositary in the United States,  for inspection by holders of the
ADRs, any reports and communications received from the Issuer which are both (1)
received by the  Depositary  as the holder of the deposited  securities  and (2)
made  generally  available to the holders of the  underlying  securities  by the
Issuer.

      (b) The Depositary  hereby  undertakes to notify each registered holder of
an ADR at least thirty days before any change in the fee schedule.


                                      -5-
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, The Bank of
New York, on behalf of the legal entity created by the Deposit Agreement,  dated
as of December ___________, 2005, among Mesoblast Limited, The Bank of New York,
as  Depositary,  and each Owner and Beneficial  Owner of an American  Depositary
Receipt issued  thereunder  certifies that it has reasonable  grounds to believe
that all the  requirements  for  filing on Form F-6 are met and has duly  caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto  duly  authorized,  in The City of New  York,  State of New  York,  on
November 29, 2005.

                                     By: THE BANK OF NEW YORK,
                                          as Depositary

                                     By: \s\ U. Marianne Erlandsen
                                         ---------------------------------------
                                         Name:  U. Marianne Erlandsen
                                         Title: Vice President


                                      -6-
<PAGE>

      Pursuant to the  requirements  of the  Securities  Act of 1933,  Mesoblast
Limited has caused this Registration Statement to be signed on its behalf by the
undersigned,  thereunto duly authorized in Commonwealth of Australia on November
29, 2005.

                                          MESOBLAST LIMITED

                                     By:  \s\ Michael Spooner
                                          --------------------------------------
                                          Name: Michael Spooner
                                          Title: Executive Chairman

      Each  of  the   undersigned   hereby   constitutes   and  appoints   Kevin
Hollingsworth his true and lawful attorney-in-fact,  with power of substitution,
in his name,  place and  stead,  in any and all  capacities,  to sign any or all
amendments,   including  post-effective  amendments,  and  supplements  to  this
Registration  Statement,  and to file the same,  with all  exhibits  thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  hereby ratifying and confirming all that said attorney-in-fact,  or
his  substitute  or  substitutes,  may lawfully do or cause to be done by virtue
hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement has been signed by or on behalf of the following persons
in the capacities indicated on November 29, 2005.

Name                                         Title
----                                         -----

\s\ Michael Spooner                          Executive Chairman
---------------------------                  (Principal Executive Officer)
Michael Spooner

\s\ Kevin Hollingsworth                      Chief Financial Officer
---------------------------                  (Principal Financial and
Kevin Hollingsworth                          Accounting Officer)

\s\ Professor Silviu Itescu                  Director
---------------------------
Professor Silviu Itescu

\s\ Donal O'Dwyer                            Director
---------------------------
Donal O'Dwyer

\s\ Byron Mc Allister                        Director
---------------------------
Byron Mc Allister

\s\ Donald J. Puglisi                        Authorized Representative
---------------------------                  in the United States
Donald J. Puglisi
Managing Director
Puglisi & Associates


                                      -7-
<PAGE>

                                INDEX TO EXHIBITS


Exhibit
Number
-------

(1)   Form of Deposit  Agreement,  dated as of December  ____,  2005,  among the
      Issuer,  the Depositary  and each Owner and Beneficial  Owner from time to
      time of ADRs issued thereunder.

(4)   Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,  as to
      the legality of the securities being registered.

                                      -8-
</TEXT>
</DOCUMENT>
