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February 10, 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

    Response dated January 13, 2016

    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”) in its letter dated February 3, 2016 (the
“Comment Letter”), following initial correspondence between the
Staff and the Company concerning the 2014 Form 20-F in letters dated January 3,
2016 and January 13, 2016, respectively. 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.

    In your response to prior comment 1, you state that it is likely
      that a majority of your ordinary shares are held by U.S. residents, but
      argue that you do not meet any of the three conditions in the second part
      of the foreign private issuer definition in Rule 405 of the Securities
      Act. Please provide support for your response that a majority of your
      board and executive officers are not U.S. citizens or residents. Also
      provide support for your statement that significantly less than 50% of
      your assets were located in the United States. Explain in your response
      how you determined the location of your assets. Provide this information
      for each of the reporting periods presented in the Form 20-F for the
      fiscal year ended December 31, 2014. Similar information should be
      provided for the most recently completed fiscal
  year.

We
respectfully acknowledge the Staff’s comment.

Under the second part of the foreign private issuer definition in Rule
405 of the Securities Act and Rule 3b-4 of the Securities Exchange Act of 1934,
as amended (the “Foreign Private
Issuer Rules”), we would not be a
foreign private issuer if “a majority of [our] executive officers or directors
are United States citizens or residents” as of the last business day of our
second fiscal quarter of the previous year.

In
accordance with the Foreign Private Issuer Rules, we analyzed the composition of
our Board of Directors and executive officers as of the last business day of the
Company’s second fiscal quarter of each of 2013 and 2014. We have provided the
details for that analysis (including totals for each of the director and
executive officer categories) below in tabular form:

    As of each of June 30, 2013 and
      2014

    Director Name
    Residency/Citizenship
    Position (as Director)

    S. Scott Crump
    U.S.
    Chairman of the Board of
  Directors*

    Elchanan Jaglom
    Israel
    Chairman of the Executive

    Committee*

    Edward J. Fierko
    U.S.
    Director

    Ilan
      Levin
    Canada/Israel
    Director

    John J. McEleney
    U.S.
    Director

    Ziva
      Patir
    Israel
    Director

    David Reis
    Israel
    Director

    Clifford H. Schwieter
    U.S.
    Director

    Eyal Desheh
    Israel
    External Director

    Victor Leventhal
    U.S.
    External Director

    Total for Directors:
    5 U.S., 5 non-U.S.

    Officer Name
    Residency/Citizenship
    Position (as Officer)

    David Reis
    Israel
    Chief Executive Officer

    Erez Simha
    Israel
    Chief Financial Officer and Chief

    Operating Officer

    Total for Executive Officers:
    0 U.S., 2 non-U.S.

*These were the positions of Mr. Crump and Mr.
Jaglom as of June 30, 2013 and 2014. Following the two year anniversary of the
merger between Objet Ltd. and Stratasys Inc. in December 2014, these positions
were switched with one another, which is reflected in the positions listed for
these directors in the 2014 Form 20-F.

Our
Board of Directors determined in 2015 that in light of the significant expansion
of the operations of the Company, due in large part to a series of acquisitions
that we effected over the course of 2013 and 2014, the group of policy-making
officers who would make strategic managerial decisions should be enlarged. In
light of that decision, the list of the executive officers of the Company was
expanded. The updated list, as of June 30, 2015, appears below. Based on our
analysis, as of June 30, 2015, we continued not having a majority of each our
directors and our executive officers as U.S. citizens or U.S. residents (we
expect that the below list will appear in our Form 20-F for the year ended
December 31, 2015):

    As of June 30, 2015

    Director Name
    Residency/Citizenship
    Position (as Director)

    Elchanan Jaglom
    Israel
    Chairman of the Board of
  Directors

    S.
      Scott Crump
    U.S.
    Chairman of the Executive Committee

    Edward J. Fierko
    U.S.
    Director

    Ilan
      Levin
    Canada/Israel
    Director

    John J. McEleney
    U.S.
    Director

    Ziva
      Patir
    Israel
    Director

    David Reis
    Israel
    Director

    Clifford H. Schwieter
    U.S.
    Director

    Eyal Desheh
    Israel
    External Director

    Victor Leventhal
    U.S.
    External Director

    Total for Directors:
    5 U.S., 5 non-U.S.

    Officer Name
    Residency/Citizenship
    Position (as Officer)

    Joshua Claman
    U.S.
    Chief Business Officer

    Tal
      Dilian
    Israel
    Executive V.P., Technology and Products

    Avi Jacoby
    Israel
    Executive VP Global Human

    Resources/Training

    David Reis
    Israel
    Chief Executive Officer

    Erez Simha
    U.S.*
    Chief Financial Officer and Chief
      Operating

    Officer

    Dan Yalon
    Israel
    Executive VP Business
  Development,

    Marketing and Vertical
Solutions

    Total for Executive Officers:
    2 U.S., 4 non-U.S.

* Mr. Simha relocated from Israel to the U.S. in
September 2014.

In
response to the second portion of the Staff’s comment, with regards to the asset
test, we note initially that the Company is the product of a merger of two
companies, Stratasys, Inc. and Objet Ltd., that was consummated on December 1,
2012. Pursuant to the merger, Stratasys, Inc. became an indirect, wholly-owned
subsidiary of Objet Ltd., and Objet Ltd. changed its name to Stratasys Ltd. Upon
consummation of the merger, the combined company had significant presence and
operations outside of the United States, including offices, manufacturing
facilities and distribution capabilities.

In
conducting the asset test, we have applied the accounting approach taking into
consideration the location of our assets, regardless of the legal entity holding
such assets. For example, we consider cash held by an Israeli entity in a U.S
bank account as a domestic (U.S.) asset for the purposes of the test. With
respect to goodwill and other intangible assets, we allocated these assets based
on the geographic jurisdiction to which they relate.

The
table that is attached as Annex
A to this letter presents the
domestic (that is, U.S.) and foreign portions of our assets by category, as of
each of June 30, 2015, 2014 and 2013. As the table indicates, the
domestic/foreign breakdown of our assets as of those respective dates was
36%/64%, 35%/65% and 12%/88%, respectively. We therefore pass the location of
assets prong of the “foreign private issuer” test under the Foreign Private
Issuer Rules.

We
appreciate your time and attention to our response to the Staff’s comment 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)

Annex
A
Stratasys Ltd.
Location of Assets
(U.S. dollars, in thousands)

    As of June 30,
      2015

    As of June
      30,-2014

    As of June 30,
      2013

    Book value

    Domestic

    Foreign

    Book value

    Domestic

    Foreign

    Book value

    Domestic

    Foreign

    Cash, cash equivalents and
    short-term

    bank deposits

    $
    502,638

    21
    %

    79
    %

    $
    577,936

    21
    %

    79
    %

    $
    148,895

    9
    %

    91
    %

    Account receivables

    136,970

    54
    %

    46
    %

    113,583

    50
    %

    50
    %

    81,443

    42
    %

    58
    %

    Inventory

    137,394

    60
    %

    40
    %

    114,346

    60
    %

    40
    %

    64,603

    55
    %

    45
    %

    Property Plan and equipment, net

    185,992

    62
    %

    38
    %

    110,847

    64
    %

    36
    %

    68,256

    71
    %

    29
    %

    Goodwill and other intangible
    assets

    1,689,211

    31
    %

    69
    %

    1,790,862

    33
    %

    67
    %

    1,307,261

    4
    %

    96
    %

    Other assets

    112,029

    72
    %

    28
    %

    83,593

    65
    %

    35
    %

    55,691

    68
    %

    32
    %

    Total

    $
    2,764,234

    36
    %

    64
    %

    $
    2,791,168

    35
    %

    65
    %

    $
    1,726,149

    12
    %

    88
    %