SecProbe.io

CORRESP
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January 13, 2016

Securities and Exchange
Commission
Division of Corporate Finance
100 F Street, N.E.

Washington, D.C. 20549

Attention: Mark P. Shuman, Branch
Chief-Legal
Office of Information Technologies and Services
Mail Stop 4561

VIA EDGAR

    Re:
    Stratasys Ltd. (the “Company”)

    Form 20-F for Fiscal Year Ended December 31, 2014 (the “2014 Form
      20-F”)

    Filed March 3, 2015

    File No. 001-35751

Dear Mr. Shuman:

We hereby provide the
following response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the above-referenced filing that was provided to the
Company by the Staff in its letter dated January 5, 2016 (the “Comment Letter”). To assist your review, we have retyped the
text of the Staff’s comment below in bold face type and have provided the
Company’s response immediately following the comment.

General

    1.

      Regarding your
      foreign private issuer status, we note that 99.99% of your record holders
      had a registered address in the United States for both 2013 and 2014. In
      addition, you have dual headquarters in both the United States and Israel.
      Please provide us your analysis in support of your conclusion that you
      met, and expect to meet, the foreign private issuer definition for each of
      the reporting periods presented as well as the 2015 fiscal
      year.

We respectfully acknowledge
the Staff’s comment. As required under paragraph (c) of Rule 3b-4 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), we conducted our annual analysis as to whether
the Company continued to qualify as a “foreign private issuer” for purposes of
each of the reporting periods presented in the 2014 Form 20-F as of the last
business day of the Company’s second fiscal quarter of the relevant year. We
refer below to each such determination date as to foreign private issuer status
as a “Determination
Date”.

Under paragraph (c) of Rule
3b-4 of the Exchange Act, the term foreign private issuer means “any foreign
issuer other than a foreign government except for an issuer meeting the
following conditions as of the last business day of its most recently completed
second fiscal quarter: (1) More than 50 percent of the issuer’s outstanding
voting securities are directly or indirectly held of record by residents of the
United States; and (2) Any of the following: (i) The majority of the executive
officers or directors are United States citizens or residents; (ii) More than 50
percent of the assets of the issuer are located in the United States; or (iii)
The business of the issuer is administered principally in the United
States.”

As to part (1) of the test, we
believe that it is likely that a majority of the Company’s ordinary shares are
held by U.S. residents. We have therefore proceeded to an analysis of part (2)
of the above test as of each Determination Date, in order to determine whether
we do not meet any of the three conditions stated therein:

(i) Majority of
the executive officers or directors are United States citizens or
residents:

As of each Determination Date
it was not the case that a majority of our board of directors were U.S.
citizens/residents or that a majority of our executive officers were U.S.
citizens/residents.

(ii) More than 50 percent of the
assets of the issuer are located in the United States:

While there is no formal
guidance of the Commission as to how to measure or determine the location of
assets in applying this test, the Staff has indicated that it is unlikely to
object to a particular measurement or allocation methodology as long as it is
rationally based and rigorously applied, without considering in advance what the
likely result will be.1

In determining asset location,
the Company has utilized the “accounting approach,” which is one of the
methodologies that was identified in correspondence between the International
Practices Task Force and the Staff. Based on that analysis, we have concluded
that as of each Determination Date, significantly less than 50% of the Company’s
assets were located in the United States.

(iii) The
issuer’s business is administered principally in the United
States:

Based on guidance published by
the Commission, to make a determination re: the location of the administration
of our business, we have considered the location of our:

    ●
    headquarters;

    ●
    most influential key executives (percentage of
      their working days spent in the U.S.);

    ●
    Board and shareholders’ meetings; and

    ●

      business
      functions.

Based on our analysis of each
such criterion, we have concluded that our business is not administered
principally in the United States. Specifically with respect to the Staff’s
observation that we maintain dual headquarters in Israel and the United States,
we note that this was a requirement of the merger of Objet Ltd. and Stratasys,
Inc. in December 2012, which the parties structured as a “merger of equals”.
Nevertheless, upon the closing of that merger and for all of 2013 and 2014, all
of the Company’s executive officers were based at the Israeli headquarters. Even
after the Company added additional executive officers in 2015, fifty percent
(50%) of our executive officers (including our CEO) remained at our Israeli
headquarters.

We acknowledge to the
Commission that:

    ●
    The Company is responsible for the adequacy and
      accuracy of the disclosure in the 2014 Form 20-F filing;

    ●

      Staff comments or
      changes to disclosure in response to Staff comments do not foreclose the
      Commission from taking any action with respect to the 2014 Form 20-F
      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.

____________________

1 CAQ International
Practices Task Force, Nov. 20, 2007 Joint Meeting with SEC Staff, Discussion
Document A.

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We appreciate your time and
attention to our responses to the Staff’s comments set forth in this letter.
Should you wish to discuss this letter at any time, please do not hesitate to
contact our legal counsel, Meitar Liquornik Geva Leshem Tal (David S. Glatt,
Adv. at 011-972-3-610-3140 or Jonathan M. Nathan, Adv. at
011-972-3-610-3182).

    Sincerely,

    /s/
      Erez Simha

    Erez Simha

    Chief Financial Officer

    Stratasys Ltd.

    cc:
    Gabriel
      Eckstein

    (Securities and
      Exchange Commission)

      Timothy J. Moore
(Cooley LLP)

    David S.
      Glatt
Jonathan M. Nathan

    (Meitar Liquornik
      Geva Leshem Tal)

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