SecProbe.io

July 5, 2012
Via E-mail
David Reis Chief Executive Officer  Objet Ltd. 2 Holtzman Street Science Park, P.O. Box 2496 Rehovot 76124, Israel
Re: Objet Ltd.
  Registration Statement on Form F-4   Filed June 8, 2012   File No. 333-182025

Dear Mr. Reis:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  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 any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Summary, page 11

 Conditions to Completion of the Merger, page 15

1. We note the ability of either party to waive conditions to the merger .  Please specifically
identify which conditions can be waived.  Disc lose whether it is th e board of directors’
intent to re-solicit stockholde r approval if either party waives material conditions.
 Risk Factors, page 17

 Objet is currently subject to a number of lawsuits…, page 39

2. We note your disclosure that you received le tters from two minority  shareholders and
former directors in March 2012 related to alle gations of fraud, unauthorized issuances of

David Reis Objet Ltd. July 5, 2012 Page 2

 securities and dilution of mi nority shareholders and backda ting.  Please provide current
information related to these sh areholder claims.  In addition, please describe the basis for
these claims and whether you believe the facts underlying these claims will have a material adverse effect on your ope rations or financial condition.
 Hewlett-Packard may not expand distribution under Stratasys’ OEM agreement beyond its
current territory of eight European countries…, page 45

3. Please revise this risk factor  to address how the merger ma y affect the continuation of
Stratasys’ OEM agreement with Hewlett Packard, to the extent it presents a risk to Stratasys or the combined company.  We not e the OEM agreement’s current term expires
on December 31, 2012.
 Who is paying for this proxy solicitation, page 55

4. We note your disclosure on page 55 that Stratasy s will pay for the entire cost of soliciting
proxies.  However, we note disclosure on page  10 that Objet and Stratasys will split the
costs of the solicitation of proxies to Stratasys stockholde rs.  Please advise or revise.
 Proposal One – The Merger, page 59

Background of the Merger, page 59

5. We note your disclosure on page  61 discussing that the proposed structure of the merger
which has Objet as the ultimate parent company in the reverse triangular merger is related
to achieving “additional tax benefits.”  Pl ease revise your disclosure throughout your
prospectus/proxy statement to discuss these additional tax benefits and how having Objet
survive the merger as the parent company be nefits the combined entity going forward.
 The Agreement and Plan of Merger, page 101

6. We note disclosure in the third paragr aph on page 101 that suggests Stratasys
shareholders may not rely on the representa tions, warranties and covenants contained in
the merger agreement because they “may be subject to more recent developments” and the subject matter “may change after the date of the merger agreement, which subsequent
information may or may not be fully refl ected in public disclosures by Objet and
Stratasys.”  Please acknowledge that, not withstanding the incl usion of a general
disclaimer, you are responsible for considering whether additional specific disclosures of
material information regarding material cont ractual provisions are required to make the
statements included in the proxy statement/prosp ectus not misleading.  Please also revise
any statements that imply that the descrip tions of the representations, warranties and
covenants do not constitute public disclosure , such as your statement that “Stockholders
of Stratasys are not third-pa rty beneficiaries under the merger agreement and should not
rely on the representations, warranties a nd covenants or any description thereof…”

David Reis Objet Ltd. July 5, 2012 Page 3

Objet Executive Compensation, page 151

 Consulting arrangement with an entity affiliated with Elchanan Jaglom, page 153

7. Please advise whether there is  a written agreement governi ng the consulting arrangement
with your Chairman of the Board, Mr. Elchanan  Jaglom.  If so, please file the written
agreement as an exhibit to the registration statement pursuant to Item 601(b)(10)(iii) of
Regulation S-K.  If not, please disclose th at you do not have a written agreement.
Disclose whether the consulting agreement will continue following the merger.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

David Reis Objet Ltd. July 5, 2012 Page 4

   You may contact Joseph Kempf, Staff Accountant, at (202) 551-3352, or Robert S.
Littlepage, Accountant Branch Chief, at ( 202) 551-3810, if you have questions regarding
comments on the financial statements and rela ted matters.  Please contact Reid Hooper,
Attorney-Adviser, at (202) 551-3359, Kathleen Krebs, Special Counsel, at (202) 551-3350, or
me, at (202) 551-3810 with any other questions.           S i n c e r e l y ,                         / s /  K a t h l e e n  K r e b s ,  f o r
Larry Spirgel
        A s s i s t a n t  D i r e c t o r    cc:  Via E-mail

Marc Recht, Esq.