SecProbe.io

December 19 , 2014

Via E -mail
David Reis
Chief Executive Officer
Stratasys, Ltd.
7665 Commerce Way
Eden Prairie, Minnesota 55344

Re: Stratasys , Ltd.
 Form 20-F for the fiscal year ended December 31, 2013
Filed March 3, 2014
File No. 001-35751

Dear Mr. Reis :

We have reviewed your filing an d have the following comments.  Please note that we
have limited our review to only your financial statements and related disclosures.  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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   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 filing and the information you provide in
respo nse to these comment s, we may have  additional comments.

Item 5.  Operating and Financial Review and Prospects

A. Operating Results

Costs of revenues, page 51

1. It appears that cost of revenues is the largest expense line item in your consol idated
statements of operations. While we note that you discuss the components that comprise
cost of revenues,  on page 51, please tell us what consideration you gave to expanding
your discussion to  provide greater insight int o the relative significance, variability and the
trends associated with each cost component.  For example, the relative impact of raw
materials will continue to fluctuate over time based on production costs and, to a certain
extent, changes in commodity prices.  Such information would a ppear relevant to an

David Reis
Stratasys Ltd.
December 19 , 2014
Page 2

 investors understanding of your cost trends due to macro -economic issues, including
inflationary pressures on labor cost.  I f you believe that such information is not necessary
for an understanding of your business, please provide us w ith support for your
conclusion.

2. Your disclosure indicates that a significant portion of the increase in the percentage of
costs of revenues to sales is based on the increase associated with acquired deferre d
revenues adjustments for 2013.   Please provid e us with more details regarding these
adjustments.  Specifically, tell us the nature of the deferred revenues step -up associated
with your acquisitions, and provide us with an explanation of how the adjustment resulted
in an increase to cost of sale.

Operating Expenses, page 61

3. It appears that selling, general and administrative expenses in creased by $141 million in
2013, as compared to the prior year. You indicate that the increase was driven primarily
by the results of a full year in 2013 of combined operations of Stratasys, Inc. and Objet
compared to only one month of combined operations in 2012 and the inclusion of
Make rBot operations after the MakerBot transaction.  You further indicate that these two
transactions added $14.2 million in stock compensation expense and $16.4 million in
amortization expense related to intangible assets for 2013 and an expense of $7.9 milli on
to selling, general and administrative expense for the MakerBot performance bonus plan
and for the revaluation of the MakerBot earn -out in 2013.  To the extent that Objet and
Makerbot had any additional impact on SG&A, please disclose the impact of thes e
transactions on your results, separately.  Otherwise, disclose the factors that resulted in
the additional $100 million increase to SG&A during 2013.

Results of Operations on Non -GAAP Basis, page 67

4. While we note that column s are labeled as non -GAAP,  please tell u s how your current
presentation, which provides an operating results discussion on a non -GAAP basis , in a
manner similar to your GAAP discussion and which uses terms that identical to GAAP
terms , is appropriate.  In addition, tell us how your  current presentation does not  attach
undue prominence to this  non-GAAP information , by presenting an alternate non -GAAP
results of operations discussion that is similar in its presentation and format to your
GAAP discussion.

Reconciliation of GAAP and  Non-GAAP Results of operations, page 70

5. We note that your Non -GAAP reconciliation includes an adjustment for deferred revenue
and inventory purchase price adjustments.  Please clarify how you determined these
amounts.  Further, indicate the acquisitions that these adjustments related to.

David Reis
Stratasys Ltd.
December 19 , 2014
Page 3

 Note 2. Acquisitions

MakerBot transaction, page F -18

6. It appears that you have significant earn -out obligations related to the MakerBot
acquisition.  Since this obligation is recorded as a liability and at fair value classified as
Level 3, tell us what consideration you gave to providing the disclosures outlined in ASC
810-10-50-2. This paragraph outlines disclosure requirements for assets and liabilities
held at the end of the reporting period that are measured at fai r value on a recurring basis.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Ac t rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commissi on from taking any action with respect to the filing; and

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

You may contact Juan Migo ne at (202) 551 -3312 if you have questions regarding
comments on the financial statements and re lated matters.  Please contact me at (202) 551 -3488
with any other questions.

Sincerely,

 /s/ Stephen Krikorian

Stephen Krikorian
Accounting Branch Chief