SecProbe.io

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 Document Stratasys Ltd. c/o Stratasys, Inc. 1 Holtzman Street, Science Park 5995 Opus Parkway P.O. Box 2496 Minnetonka, Minnesota 55343 Rehovot, Israel 76124 (952) 937-3000  +972-74-745-4000 August 18, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Division of Corporation Finance, Office of Technology Mr. Edwin Kim Re: Stratasys Ltd. Registration Statement on Form F-3 Filed August 13, 2025 File No. 333-289567 Dear Sir: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Stratasys Ltd. (the “ Registrant ”) hereby respectfully requests that the effectiveness of the Registration Statement on Form F-3 (File No. 333-289567) of the Registrant (the “ Registration Statement ”) be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on Wednesday, August 20, 2025, or as soon thereafter as may be practicable.   Please contact Jonathan M. Nathan, Adv. of Meitar Law Offices at jonathann@meitar.com or 011-972-52-312-5574 with any questions, and please notify him when this request for acceleration has been granted. Very truly yours, STRATASYS LTD. By: /s/ Eitan Zamir Name: Eitan Zamir Title: Chief Financial Officer cc: Edwin Kim (Securities and Exchange Commission) Yoav Zeif, Chief Executive Officer Vered Ben Jacob, Chief Legal Officer (Stratasys Ltd.) Jonathan M. Nathan (Meitar Law Offices)

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<TEXT>
 August 18, 2025

Yoav Zeif
Chief Executive Officer
Stratasys Ltd.
c/o Stratasys, Inc.
5995 Opus Parkway
Minnetonka, MN 55343

 Re: Stratasys Ltd.
 Registration Statement on Form F-3
 Filed August 13, 2025
 File No. 333-289567
Dear Yoav Zeif:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Edwin Kim at 202-551-3297 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Jonathan M. Nathan, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 Document Stratasys Ltd. c/o Stratasys, Inc. 1 Holtzman Street, Science Park 5995 Opus Parkway P.O. Box 2496 Minnetonka, Minnesota 55343 Rehovot, Israel 76124 (952) 937-3000 +972-74-745-4000 July 29, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Division of Corporation Finance, Office of Technology Jan Woo and Aliya Ishmukhamedova Re: Stratasys Ltd. Registration Statement on Form F-3 Filed July 15, 2025 File No. 333-288670 Dear Madams: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Stratasys Ltd. (the “Registrant”) hereby respectfully requests that the effectiveness of the Registration Statement on Form F-3 (File No. 333-288670) of the Registrant (the “Registration Statement”) be accelerated so that it will be declared effective at 9:00 a.m., Eastern Time, on Thursday, July 31, 2025, or as soon thereafter as may be practicable. Please contact Jonathan M. Nathan, Adv. of Meitar Law Offices at jonathann@meitar.com or 011-972-52-312-5574 with any questions, and please notify him when this request for acceleration has been granted. Very truly yours, STRATASYS LTD. By: /s/ Eitan Zamir___________________ Name: Eitan Zamir Title: Chief Financial Officer cc: Jan Woo Aliya Ishmukhamedova (Securities and Exchange Commission) Yoav Zeif, Chief Executive Officer Vered Ben Jacob, Chief Legal Officer (Stratasys Ltd.) Jonathan M. Nathan (Meitar Law Offices)

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 Document July 25, 2025 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Division of Corporation Finance, Office of Technology Jan Woo and Aliya Ishmukhamedova      VIA EDGAR Re:    Stratasys Ltd. (the “Company” or “Stratasys”) Registration Statement on Form F-3 (the “Form F-3”) Filed July 15, 2025 File No. 333-288670 Dear Madams: 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 Form F-3 that was provided to the Company by the Staff in its letter dated July 22, 2025 (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. Registration Statement on Form F-3 General 1. We note that you are seeking to register 62,500 ordinary shares that have not yet been issued to the Selling Stockholder and may be issued as deferred consideration upon the one-year anniversary of the closing under the Nexa3D asset purchase agreement (“Agreement”). Please provide us with a detailed analysis explaining why it is appropriate to register the resale of these shares at this time and include a materially complete description of the Agreement so that it is clear what conditions would trigger the issuance of the shares. Finally, file the Agreement as an exhibit. Refer to Securities Act Sections Compliance and Disclosure Interpretation Question 139.11. Company Response: We respectfully acknowledge the Staff’s comment. The subject 62,500 ordinary shares are issuable by Stratasys as deferred consideration under the Nexa3D asset purchase agreement, dated as of June 6, 2025, by and among (in relevant part): Stratasys; Stratasys’ wholly-owned Delaware subsidiary, Stratasys Inc. (together with Stratasys, the “Stratasys parties”); Nexa3D Inc., a Delaware corporation (“Nexa”); NXT Factory, Inc., a Delaware corporation (“NXT”); and certain noteholders that are creditors of Nexa and NXT (the “noteholders”). Under the Nexa3D asset purchase agreement (the “Agreement”), the Stratasys parties have acquired certain assets, consisting of additive manufacturing technologies that use Liquid Crystal Display (LCD)-based technology, Selective Laser Sintering (SLS) and High Speed Extrusion (HSE) printing. The Stratasys parties are paying for the assets via two forms of consideration—cash and ordinary shares of Stratasys. The cash consideration consists of a set amount that was paid at the closing of the transaction (pursuant to Section 2.1(a) of the Agreement), as well as cash earn-out consideration that shall be determined based on revenues derived from the purchased assets over certain annual periods, SEC Division of Corporation Finance Office of Technology July 25, 2025 Page 2 post-closing (pursuant to Section 2.1(c) of the Agreement). Under Section 2.1(b) of the Agreement, the ordinary share consideration, on the other hand, is tied to a set dollar value, consisting of ordinary shares that were issued at the closing based on an assumed value per share, as well as ordinary shares having a set value (US$500,000) to be issued by Stratasys on the first anniversary of the closing. Under that same Section 2.1(b), the number of deferred ordinary shares to be issued on that anniversary will be determined based on the price per ordinary share equal to the average closing price per ordinary share over the 30 days prior to the first anniversary of the closing, as published in The Wall Street Journal (National Edition). Besides the noteholders being contractually committed to receiving deferred ordinary shares of the Company having a set value, the number of deferred ordinary shares to be issued to the noteholders is furthermore subject to “floor” and “ceiling” amounts under Section 2.1(b) of the Agreement, based on set values per share equal to not more than 120% (i.e., $12.00) and not less than 80% (i.e., $8.00) of a deemed $10.00 value per share, such that a minimum of 41,667 ordinary shares and a maximum of 62,500 ordinary shares are issuable as deferred consideration shares based on the $500,000 set value for the deferred shares. Thus, regardless of the actual market price of Stratasys’ ordinary shares during the 30-day period prior to the first anniversary of the closing, the noteholders will receive between 41,667 and 62,500 deferred shares, and are therefore already subject at closing to investment risk/reward as to potential decreases or increases in the share price below $8.00 or above $12.00 per share. Furthermore, the deferred consideration shares shall be allocated among the noteholders in accordance with their respective set pro rata portions of the share consideration as set forth in Exhibit A to the Agreement, which percentages will not change after the closing. The only manner in which the deferred share consideration can be changed from the set range of shares is due to reduction by the Stratasys parties under Section 9.3 of the Agreement. That reduction would be solely based on the Stratasys parties’ right to set off amounts owed to them due to the indemnification obligations of the sellers of the assets. Thus, the potential reduction in the number of deferred shares to be received by the noteholders (who are the selling shareholders under the Form F-3) is entirely beyond their control. Based on the above terms of the Agreement and the factors described in the Commission’s response to Securities Act Sections Compliance and Disclosure Interpretation Question 139.11, the recipients of the deferred share consideration are already contractually bound at closing to receive deferred share consideration within a set range of maximum and minimum number of shares, which issuance is not subject to any further conditions that can be controlled by those recipients. The recipients of the deferred shares can therefore be deemed to have made their investment decision already upon the closing of the transaction under the Agreement and are at market risk/reward already upon the closing due to potential decreases or increases of the market price of the Company’s ordinary shares following the closing that go beyond the set range of deemed value for the shares under the Agreement. Hence, the exempt sale of the deferred share consideration to the noteholders under Section 4(a)(2) of the Securities Act should be deemed to be complete upon the closing under the Agreement. Consequently, the subsequently-filed Form F-3 can validly register the resale of the deferred share consideration as a purely secondary offering by the noteholders. The Company furthermore respectfully notes that the Company is eligible to utilize Form F-3 for primary offerings and would be eligible for the registration of the deferred consideration shares in a registration statement on Form F-3 even if the transaction were to be deemed a primary offering. As to the Agreement, the Company has determined that the Agreement does not constitute a “material contract” as determined in accordance with paragraph (b)(10) of Item 601 of Regulation S-K, given the non-materiality for Stratasys of the assets being acquired and the purchase price being paid. Among other bases for that determination, the Company has relied on its analysis of what constitutes a “significant subsidiary” under paragraph (w)(1) of Item 1-02 of Regulation S-X, treating the acquired assets as if they were an acquired subsidiary for purposes of that test. 2 SEC Division of Corporation Finance Office of Technology July 25, 2025 Page 3 Furthermore, the Company respectfully notes that under Item 601 of Regulation S-K, even if the Agreement were to be deemed a material contract of the Company, under the exhibit table that appears in paragraph (a) of Item 601 of Regulation S-K, a material contract need not be filed as an exhibit to a registration statement on Form F-3. The Company furthermore respectfully notes that the Agreement is not an “instrument defining the rights of holders of the equity or debt securities being registered” so as to require filing it under paragraph (b)(4) of Item 601 of Regulation S-K, as the Agreement does not in any way modify or prescribe the rights of holders of the ordinary shares issuable to the noteholders. The rights attributable to those ordinary shares are the same as the rights ascribable to all ordinary shares of Stratasys under Stratasys’ articles of association. Furthermore, the registration rights accorded under the Agreement to the noteholders receiving the ordinary shares are customary, ordinary course, registration rights and not material to the rights of the holders of those ordinary shares. For each of the foregoing reasons, we believe that the Agreement need not be filed as an exhibit to the Form F-3. 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 the undersigned (email: eitan.zamir@stratasys.com or telephone: 011-972-54-495-5819) or our legal counsel, Meitar Law Offices (Jonathan M. Nathan, Adv.- email: jonathann@meitar.com or telephone: 011-972-52-312-5574).                         Sincerely,                         /s/ Eitan Zamir                         Chief Financial Officer                         Stratasys Ltd. cc:    Jan Woo Aliya Ishmukhamedova         (Securities and Exchange Commission) Yoav Zeif, Chief Executive Officer Vered Ben Jacob, Chief Legal Officer (Stratasys Ltd.) 3

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<TEXT>
 July 22, 2025

Yoav Zeif
Chief Executive Officer
STRATASYS LTD.
5995 Opus Parkway
Minnetonka, Minnesota 55343

 Re: STRATASYS LTD.
 Registration Statement on Form F-3
 Filed July 15, 2025
 File No. 333-288670
Dear Yoav Zeif:

 We have conducted a limited review of your registration statement and
have the
following comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-3
General

1. We note that you are seeking to register 62,500 ordinary shares that
have not yet been
 issued to the Selling Stockholder and may be issued as deferred
consideration upon
 the one-year anniversary of the closing under the Nexa3D asset purchase
agreement
 ("Agreement"). Please provide us with a detailed analysis explaining why
it is
 appropriate to register the resale of these shares at this time and
include a materially
 complete description of the Agreement so that it is clear what
conditions would
 trigger the issuance of the shares. Finally, file the Agreement as an
exhibit. Refer to
 Securities Act Sections Compliance and Disclosure Interpretation
Question 139.11.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
 July 22, 2025
Page 2

of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Aliya Ishmukhamedova at 202-551-7519 or Jan Woo at
202-551-3453
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Jonathan M. Nathan
</TEXT>
</DOCUMENT>

February 7, 2025
Yoav Zeif
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, 2023
File No. 001-35751
Dear Yoav Zeif:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

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Document

                                                                                                                                                                                                January 29, 2025

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Division of Corporation Finance,

                 Office of Technology

    Morgan Youngwood and Stephen Krikorian

VIA EDGAR

Re:       Stratasys Ltd. (the “Company” or “Stratasys”)

Form 20-F for the fiscal year ended December 31, 2023 (the “Form 20-F”)

Filed March 11, 2024

Form 6-K

Furnished on November 13, 2024

File No. 001-35751

Dear Sirs:

We hereby provide the following responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the above-referenced reports that were provided to the Company by the Staff in its letter dated January 23, 2025 (the “Comment Letter”).  To assist your review, we have retyped the text of the Staff’s comments below in bold face type and have provided the Company’s responses immediately following each numbered comment.

Form 20-F for the fiscal year ended December 31, 2023

Note 14. Entity-Wide Disclosure, page F-47

1.We note your response to prior comment 3. With a view toward future disclosure,

please separately disclose the amount of revenue attributable to an individual foreign

country, to the extent material.

Company Response: We respectfully acknowledge the Staff’s comment.

As requested, in our future periodic reports, we will disclose revenues on an individual country basis to the extent the revenue attributable to any such country is material.

SEC Division of Corporation Finance

Office of Technology

January 29, 2025

Page 2

Form 6-K furnished on November 13, 2024, page F-77

2.We note your response to prior comment 4. Please clarify whether you plan to reconcile Adjusted EBITDA to net income/(loss) as presented in the statement of operations under GAAP. We refer you to Question 103.02 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

Company Response: We respectfully acknowledge the Staff’s comment.

As per the Staff’s guidance in its response to Question 103.02 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures, we will reconcile our Adjusted EBITDA to GAAP net income (loss) when presenting our quarterly and annual results in future documents filed with or furnished to the Commission.

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 the undersigned (email: eitan.zamir@stratasys.com or telephone: 011-972-54-495-5819) or our legal counsel, Meitar Law Offices (Jonathan M. Nathan, Adv.- email: jonathann@meitar.com or telephone: 011-972-52-312-5574).

                                                                        Sincerely,

                                                                        /s/ Eitan Zamir

                                                                        Chief Financial Officer

                                                                        Stratasys Ltd.

cc:        Morgan Youngwood

             Stephen Krikorian

            (Securities and Exchange Commission)

Yoav Zeif, Chief Executive Officer

Vered Ben Jacob, Chief Legal Officer

(Stratasys Ltd.)

January 23, 2025
Yoav Zeif
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, 2023
Response dated January 10, 2025
Form 6-K furnished on November 13, 2024
File No. 001-35751
Dear Yoav Zeif:
            We have reviewed your January 10, 2025 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
December 17, 2024 letter.
Form 20-F for the fiscal year ended December 31, 2023
Note 14. Entity-Wide Disclosure, page F-47
1.We note your response to prior comment 3.  With a view toward future disclosure,
please separately disclose the amount of revenue  attributable to an individual foreign
country, to the extent material.
Form 6-K furnished on November 13, 2024, page F-77
2.We note your response to prior comment 4.  Please clarify whether you plan to
reconcile Adjusted EBITDA to net income/(loss) as presented in the statement of
operations under GAAP.  We refer you to Question 103.02 of the Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.

January 23, 2025
Page 2
            Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-
551-3488 if you have questions regarding comments on the financial statements and related
matters.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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Document

                                                                                                                                                                                                January 10, 2025

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Division of Corporation Finance,

                 Office of Technology

    Morgan Youngwood and Stephen Krikorian

VIA EDGAR

Re:       Stratasys Ltd. (the “Company” or “Stratasys”)

Form 20-F for the fiscal year ended December 31, 2023 (the “Form 20-F”)

Filed March 11, 2024

Form 6-K

Furnished on November 13, 2024

File No. 001-35751

Dear Sirs:

We hereby provide the following responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the above-referenced reports that were provided to the Company by the Staff in its letter dated December 17, 2024 (the “Comment Letter”).  To assist your review, we have retyped the text of the Staff’s comments below in bold face type and have provided the Company’s responses immediately following each numbered comment.

Form 20-F for the fiscal year ended December 31, 2023

Item 5. Operating and Financial Review and Prospects

Non-GAAP Financial Measures, page 83

1.We note your adjustment for “Equity method related amortization, divestments and impairments” during the twelve months ended December 31, 2023. Please help us better understand the nature and amounts allocated to each component of this adjustment. For instance, describe the nature of and amounts attributable to the equity method related amortization portion of the adjustment.

Company Response: We respectfully acknowledge the Staff’s comment.

According to the Company’s policy as disclosed in the Form 20-F, our management utilizes certain non-GAAP measures in measuring our ongoing performance. We calculate those non-GAAP measures by eliminating certain non-cash and/or non-recurring items, including “Equity method related amortization, divestments and impairments”, among other items, from corresponding GAAP measures. The aggregate amount of the adjustment for “Equity method related amortization, divestments and impairments”, which amounted to $24.9 million in total for the twelve months ended December 31, 2023, primarily consisted of a $13.9 million adjustment to eliminate impairment charges, a $6.3 million adjustment to eliminate restructuring and other related costs, and a $4.7 million adjustment to eliminate

SEC Division of Corporation Finance

Office of Technology

January 10, 2025

Page 2

amortization of intangible assets, in each case related to our investment in Ultimaker. We describe those items for which we adjusted below:

–Acquired intangible assets- amortization related to Purchase Price Allocation. Our policy applies to our subsidiaries, as well as to the share in profit (losses) of associated companies.

–Restructuring and other related costs. Our policy applies to our subsidiaries, as well as to our share in profit (losses) of associated companies.

–Impairment of long-lived assets due to lower fair value compared to their book value. During 2023, the Company considered certain events as indications of potential impairment of our investment in Ultimaker, and accordingly performed an impairment analysis for that investment, and determined the amount of the charge to our earnings due to that impairment.

The Company believes that these items eliminated in our non-GAAP adjustments either (i) do not reflect actual cash outlays that impact our liquidity and our financial condition, or (ii) have a non-recurring impact on our statement of operations, as assessed by management.

Consolidated Financial Statements

Notes to the Consolidated Financial Statements

Note 2. Certain Transactions, page F-21

2.Please tell us your consideration of providing summarized financial information for your equity method investments. We refer you to ASC 323-10-50-3(c) and Rule 4-08(g) of Regulation S-X. Provide us with your significance test calculations for each period presented in accordance with Rule 1-02(w) of Regulation S-X.

Company Response: We respectfully acknowledge the Staff’s comment.

The Company considered ASC 323-10-50-3(c) and Rule 4-08(g)’s disclosure requirements for summarized financial information of subsidiaries owned less than 50% accounted for by the equity method, which would require us to present in the notes to our financial statements summarized financial information for all unconsolidated subsidiaries when any unconsolidated subsidiary, or a combination of unconsolidated subsidiaries, meet(s) the definition of a “significant subsidiary” under Rule 1-02(w) of Regulation S-X.

We determined the significance of our equity method investments in accordance with Rule 1-02(w) of Regulation S-X for each of our fiscal years required to be presented in the Form 20-F (2023 and 2022) using all three tests under that rule, as detailed under Appendix 1 to this letter. The results of those tests for the significance of our equity method investments were as follows:

–Investment test – For each of fiscal years 2023 and 2022, the significance was less than 10%.

–Asset test - For each of fiscal years 2023 and 2022, the significance was less than 10%.

–Income test – For each of fiscal years 2023 and 2022, since the revenue component test did not exceed 10% of our total consolidated revenues in either of the subject years, the "Income test" is not considered as exceeding the significance threshold.

Because our equity method investments were not significant under any of the three tests of Rule 1-02(w) of Regulation S-X for any of the subject years, summarized financial information was not required to be presented for those investments.

SEC Division of Corporation Finance

Office of Technology

January 10, 2025

Page 3

Note 14. Entity-Wide Disclosure, page F-47

3.We note your disclosure of revenues by geographical area, including Americas (primarily the United States), EMEA and Asia-Pacific. Please explain to us how your disclosure complies with ASC 280-10-50-41, which requires separate disclosure of revenues attributable to an individual foreign country, to the extent material.

Company Response: We respectfully acknowledge the Staff’s comment.

The Company considered ASC 280-10-50-41’s disclosure requirements for separate disclosure of revenues attributable to an individual foreign country to the extent those revenues were material. Except for the United States, no other country contributed more than 10% towards our consolidated revenues, Consequently, we aggregated all such countries’ revenues towards applicable geographic regions in lieu of presentation on an individual country basis. In the Americas region, the United States represented more than 90% of the regional revenues. Other countries included in the Americas region were Canada and Mexico (among others). None of those countries (other than the United States) contributed more than 2% to our consolidated revenues.

Form 6-K furnished on November 13, 2024, page 1

4.We note that you present Adjusted EBITDA in your earnings releases. Please tell us your consideration of providing reconciliations to the most directly comparable GAAP financial measure. We refer you to Item 10(e)(1)(B) of Regulation S-K.

Company Response: We respectfully acknowledge the Staff’s comment.

The Company considered Item 10(e)(1)(B) of Regulation S-K’s disclosure requirements for the reconciliation of a non-GAAP measure to its directly comparable GAAP measure and has been partially providing this reconciliation in a table, on page 7 of the subject Form 6-K (the third table) as part of our adjustment of GAAP operating income to our comparable non-GAAP measure (“non-GAAP operating income”). Depreciation was the only measure that was excluded when adjusting non-GAAP operating income to Adjusted EBITDA.

Adjusted EBITDA is calculated as GAAP operating income (loss), adjusted to exclude depreciation and amortization expenses, non-cash stock-based compensation expense, restructuring and other related costs, changes in fair value of investments, transaction-related costs associated with acquisitions and other one-time expenses, as partially appears in the table as part of our non-GAAP adjustments to GAAP operating income (loss).

We will provide such disclosure related to our Adjusted EBITDA reconciliation in accordance with Item 10(e)(1)(B) of Regulation S-K in future documents filed with or furnished to the Commission.

SEC Division of Corporation Finance

Office of Technology

January 10, 2025

Page 4

5.We note that you present the 2024 financial outlook guidance for Adjusted EBITDA, Non-GAAP gross margins and Non-GAAP operating margins without providing reconciliations to the most directly comparable GAAP financial measures or a statement that providing such reconciliations requires unreasonable efforts. Please explain how you considered the guidance in Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

Company Response: We respectfully acknowledge the Staff’s comment.

The Company cannot provide reconciliation of our outlook guidance for Non-GAAP gross margins to the most directly comparable GAAP financial measures without unreasonable efforts or with reasonable certainty from a quantitative perspective. This derives from the effort needed to classify correctly items as “Reorganization and other”. We will provide a statement to such effect when we provide outlook guidance in future reports furnished to or filed with the Commission.

For our outlook guidance for “Non-GAAP operating margins” and “Adjusted EBITDA”, we will provide additional disclosures related to reconciliations to the most directly comparable GAAP financial measures in our future reports furnished to or filed with the Commission.

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 the undersigned (email: eitan.zamir@stratasys.com or telephone: 011-972-54-495-5819) or our legal counsel, Meitar Law Offices (Jonathan M. Nathan, Adv.- email: jonathann@meitar.com or telephone: 011-972-52-312-5574).

                                                                        Sincerely,

                                                                        /s/ Eitan Zamir

                                                                        Chief Financial Officer

                                                                        Stratasys Ltd.

cc:        Morgan Youngwood

             Stephen Krikorian

            (Securities and Exchange Commission)

Yoav Zeif, Chief Executive Officer

Vered Ben Jacob, Chief Legal Officer

(Stratasys Ltd.)

SEC Division of Corporation Finance

Office of Technology

January 10, 2025

Page 5

Appendix 1

Equity method investment A - Significance Tests 2023

 (U.S. $ in millions)

Investment Test

SSYS Total Assets

 $ 1,133.9

Equity method investment

 $ 67.8

Significance

 6%

Asset Test

SSYS Total Assets

 $ 1,133.9

Equity method investment Total Assets

 $ 67.2

SSYS holding %

 46.5%

SSYS Share of equity method investment Total Assets

 $ 31.2

Significance

 3%

Income Test

Income Component

SSYS Pretax Income from Continuing Operations

 $ (84.6)

SSYS Share of equity method investment (46.5%) Pretax Income from Continuing Operations

 $ (32.4)

Significance

 38%

Revenue Component

SSYS Revenue

 $ 627.6

Equity method investment Revenue

 $ 81.9

SSYS holding %

 46.5%

SSYS Share of equity method investment Revenue

 $ 38.1

Significance

 6%

Income Test Lowest Significance

 6%

Highest Level of Significance

 6%

SEC Division of Corporation Finance

Office of Technology

January 10, 2025

Page 6

Equity method investment A - Significance Tests 2022

 (U.S. $ in millions)

Investment Test

SSYS Total Assets

 $ 1,259.8

Equity method investment

 $ 100.2

Significance

 8%

Asset Test

SSYS Total Assets

 $ 1,259.8

Equity method investment Total Assets

 $ 81.9

SSYS holding %

 46.5%

SSYS Share of equity method investment Total Assets

 $ 38.1

Significance

 3%

Income Test

Income Component

SSYS Pretax Income from Continuing Operations

 $ (17.80)

SSYS Share of equity method investment (46.5%) Pretax Income from Continuing Operations

 $ (5.4)

Significance

 30%

Revenue Component

SSYS Revenue

 $ 651.5

Equity method investment Revenue

 $ 30.6

SSYS holding %

 46.5%

SSYS Share of equity method investment Revenue

 $ 14.2

Significance

 2%

Income Test Lowest Significance

 2%

Highest Level of Significance

 8%

SEC Division of Corporation Finance

Office of Technology

January 10, 2025

Page 7

Equity method investment B - Significance Tests 2023

 (U.S. $ in millions)

Investment Test

SSYS Total Assets

 $ 1,133.9

Equity method investment

 $ 0.0

Significance

 0%

Asset Test

SSYS Total Assets

 $ 1,133.9

Equity method investment Total Assets

 $ 0.5

SSYS holding %

 40%

SSYS Share of equity method investment Total Assets

 $ 0.2

Significance

 0%

Income Test

Income Component

SSYS Pretax Income from Continuing Operations

 $ (84.6)

SSYS Share of equity method investment (46.5%) Pretax Income from Continuing Operations

 $ (0.3)

Significance

 0.4%

Revenue Component

SSYS Revenue

 $ 627.60

Equity method investment Revenue

 $ 0.1

SSYS holding %

 40.0%

SSYS Share of equity method investment Revenue

 $ 0.00

Significance

 0%

Income Test Lowest Significance

 0%

Highest Level of Significance

 0%

SEC Division of Corporation Finance

Office of Technology

January 10, 2025

Page 8

Equity method investment B - Significance Tests 2022

 (U.S. $ in millions)

Investment Test

SSYS Total Assets

 $ 1,259.8

Equity method investment

 $ 0.0

Significance

 0%

Asset Test

SSYS Total Assets

 $ 1,259.8

Equity method investment Total Assets

 $ 0.7

SSYS holding %

 40.0%

SSYS Share of equity method investment Total Assets

 $ 0.3

Significance

 0%

Income Test

Income Component

SSYS Pretax Income from Continuing Operations

 $ (17.8)

SSYS Share of equity method investment (40.0%) Pretax Income from Continuing Operations

 $ (0.3)

Significance

 2%

Revenue Component

SSYS Revenue

 $ 651.5

Equity method investment Revenue

 $ 0.1

SSYS holding %

 40.0%

SSYS Share of equity method investment Revenue

 $ 0.0

Significance

 0%

Income Test Lowest Significance

 0%

Highest Level of Significance

 2%

CORRESP
1
filename1.htm

Document

December 19, 2024

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Division of Corporation Finance,

                 Office of Technology

    Morgan Youngwood and Stephen Krikorian

VIA EDGAR

Re:      Stratasys Ltd.

Form 20-F for the fiscal year ended December 31, 2023

Filed March 11, 2024

Form 6-K

Furnished on November 13, 2024

File No. 001-35751

Dear Sirs:

We hereby request additional time—until January 10, 2025—to respond to the comments of the staff of the Securities and Exchange Commission concerning the above-referenced filings that were provided to the Company by the Staff in its letter dated December 17, 2024.

                                                                        Sincerely,

                                                                        /s/ Eitan Zamir

                                                                        Chief Financial Officer

                                                                        Stratasys Ltd.

cc:        Yoav Zeif, Chief Executive Officer

Vered Ben Jacob, Chief Legal Officer

(Stratasys Ltd.)

December 17, 2024
Yoav Zeif
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, 2023
Filed March 11, 2024
Form 6-K
Furnished on November 13, 2024
File No. 001-35751
Dear Yoav Zeif:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the fiscal year ended December 31, 2023
Item 5. Operating and Financial Review and Prospects
Non-GAAP Financial Measures, page 83
1.We note your adjustment for "Equity method related amortization, divestments and
impairments" during the twelve months ended December 31, 2023.  Please help us
better understand the nature and amounts allocated to each component of this
adjustment.  For instance, describe the nature of and amounts attributable to the equity
method related amortization portion of the adjustment.
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Note 2. Certain Transactions, page F-21
Please tell us your consideration of providing summarized financial information for 2.

December 17, 2024
Page 2
your equity method investments.  We refer you to ASC 323-10-50-3(c) and Rule 4-
08(g) of Regulation S-X.  Provide us with your significance test calculations for each
period presented in accordance with Rule 1-02(w) of Regulation S-X.
Note 14. Entity-Wide Disclosure, page F-47
3.We note your disclosure of revenues by geographical area, including Americas
(primarily the United States), EMEA and Asia-Pacific. Please explain to us how your
disclosure complies with ASC 280-10-50-41, which requires separate disclosure of
revenues attributable to an individual foreign country, to the extent material.
Form 6-K furnished on November 13, 2024, page 1
4.We note that you present Adjusted EBITDA in your earnings releases.  Please tell us
your consideration of providing reconciliations to the most directly comparable
GAAP financial measure.  We refer you to Item 10(e)(1)(B) of Regulation S-K.
5.We note that you present the 2004 financial outlook guidance for Adjusted EBITDA,
Non-GAAP gross margins and Non-GAAP operating margins without providing
reconciliations to the most directly comparable GAAP financial measures or
a statement that providing such reconciliations requires unreasonable efforts. Please
explain how you considered the guidance in Question 102.10 of the Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-
551-3488 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

    [Letterhead of Wachtell, Lipton, Rosen & Katz]

    August 25, 2023

    VIA EDGAR

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Division of Corporation Finance, Office of Manufacturing

    Washington, D.C. 20549

    Attention: Mr. Matthew Crispino

            Re:

            Stratasys Ltd.

            Amendment No. 1 to Registration Statement on Form F-4

            Filed August 23, 2023

            File No. 333-272759

    Dear Mr. Crispino:

    On behalf of our client, Stratasys Ltd. (the “Company”), set forth below is the response of the Company to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities
      and Exchange Commission (the “Commission”), communicated telephonically on August 24, 2023, with respect to the above-referenced Registration Statement on Form F-4 (the “Registration Statement”).  For the Staff’s convenience, a description of the
      Staff’s comment is set forth below in bold, followed by the Company’s response.  In connection with this letter, an amendment to the Registration Statement (“Amendment No. 2”) has been submitted to the Commission on the date hereof.

    Background of the Merger, page 90

          1.

            Please revise your disclosure regarding the August 22, 2023 meeting with 3D Systems to provide additional details regarding the particular areas of concern that were communicated to 3D Systems during the
                meeting.

    Response:  In response to the Staff’s comment, the Company has revised the disclosure on pages 109-110 of the Amendment No. 2.

    If you have any questions or require any additional information in connection with the filing, please do not hesitate to contact the undersigned at (212) 403-1122.

            Sincerely,

            /s/ Viktor Sapezhnikov

            Viktor Sapezhnikov

            cc:

            Vered Ben Jacob, Adv., Chief Legal Officer, Stratasys Ltd.

            Eitan Zamir, Chief Financial Officer, Stratasys Ltd.

            Adam O. Emmerich, Esq., Wachtell, Lipton, Rosen & Katz

            J. David Chertok, Adv., Meitar Law Offices

            Jonathan M. Nathan, Adv., Meitar Law Offices

            Jonathan Atha, Adv., Meitar Law Offices

CORRESP
1
filename1.htm

    Stratasys Ltd.

            c/o Stratasys, Inc.

             7665 Commerce Way

             Eden Prairie, Minnesota 55344

             (952) 937-3000

            1 Holtzman Street, Science Park

             P.O. Box 2496

             Rehovot, Israel 76124

             +972-74-745-4400

      August 25, 2023

      VIA EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

      Attention: Austin Pattan, Esq. and Matthew Crispino, Esq.

            Re:

            Stratasys Ltd. (the “Company”)

          Registration Statement on Form F-4

          Originally Filed June 20, 2023

          File No. 333-272759

      Dear Messrs. Pattan and Crispino:

      Pursuant to Rule 461(a) under the Securities Act of 1933, as amended (the “Act”), the Company hereby respectfully requests that the effective date of the
        Company’s Registration Statement on Form F-4 (File No. 333-272759) be accelerated by the Securities and Exchange Commission to 5:30 p.m., Eastern Time, on August 25, 2023 or as soon as possible thereafter. In making this acceleration request, the
        Company acknowledges that it is aware of its responsibilities under the Act.

    We request that we be notified of such effectiveness by email or telephone call to Viktor Sapezhnikov, Esq., of Wachtell, Lipton, Rosen & Katz, at
      VSapezhnikov@wlrk.com or 212-403-1122, and to Jonathan M. Nathan, Adv., of Meitar Law Offices, at jonathann@meitar.com or +972-3-6103157, or if you have any other questions or concerns regarding this matter.

      [Signature page follows]

                    Sincerely,

            STRATASYS LTD.

            By:

              /s/ Yoav Zeif

            Name:
            Yoav Zeif

            Title:
            Chief Executive Officer

            cc:

                Vered Ben Jacob, Adv., Chief Legal Officer, Stratasys Ltd.

                Eitan Zamir, Chief Financial Officer, Stratasys Ltd.

              Adam O. Emmerich, Esq., Wachtell, Lipton, Rosen & Katz

              Viktor Sapezhnikov, Esq., Wachtell, Lipton, Rosen & Katz

              J. David Chertok, Adv., Meitar Law Offices

              Jonathan M. Nathan, Adv., Meitar Law Offices

              Jonathan Atha, Adv., Meitar Law Offices

CORRESP
1
filename1.htm

    Stratasys Ltd.

            c/o Stratasys, Inc.

            7665 Commerce Way

            Eden Prairie, Minnesota 55344

            (952) 937-3000

            1 Holtzman Street, Science Park

            P.O. Box 2496

            Rehovot, Israel 76124

            +972-74-745-4400

      August 23, 2023

      VIA EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

      Attention: Austin Pattan, Esq. and Matthew Crispino, Esq.

            Re:

            Stratasys Ltd. (the “Company”)

      Withdrawal of Acceleration Request- Registration Statement on Form F-4 (File No. 333-272759)

      Dear Messrs. Pattan and Crispino:

      Reference is made to our letter filed as correspondence via EDGAR on the date hereof (August 23, 2023), in which we requested the
        acceleration of the effective date of the above-captioned Registration Statement for August 25, 2023 at 5:30 p.m., Eastern Daylight Time, in accordance with Rule 461 under the Securities Act of 1933, as amended.

      We are no longer requesting at the current time that such Registration Statement be declared effective and we hereby formally withdraw
        our request for acceleration of the effective date.

      Please contact Viktor Sapezhnikov, Esq., of Wachtell,
          Lipton, Rosen & Katz, at VSapezhnikov@wlrk.com or
        212-403-1122 or Jonathan M. Nathan, Adv., of Meitar Law Offices, at jonathann@meitar.com or +972-3-6103157 if you have any questions regarding this correspondence.

      [Signature page follows]

            Sincerely,

            STRATASYS LTD.

            By:

            /s/ Yoav Zeif

            Name:

            Yoav Zeif

            Title:

            Chief Executive Officer

            cc:

            Vered Ben Jacob, Adv., Chief Legal Officer, Stratasys Ltd.

            Eitan Zamir, Chief Financial Officer, Stratasys
                Ltd.

            Adam O. Emmerich, Esq., Wachtell, Lipton, Rosen & Katz

            Viktor Sapezhnikov, Esq., Wachtell, Lipton, Rosen & Katz

            J. David Chertok, Adv., Meitar Law Offices

            Jonathan M. Nathan, Adv., Meitar Law Offices

            Jonathan Atha, Adv., Meitar Law Offices

CORRESP
1
filename1.htm

    Stratasys Ltd.

            c/o Stratasys, Inc.

             7665 Commerce Way

             Eden Prairie, Minnesota 55344

             (952) 937-3000

            1 Holtzman Street, Science Park

             P.O. Box 2496

             Rehovot, Israel 76124

             +972-74-745-4400

      August 23, 2023

      VIA EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

      Attention: Austin Pattan, Esq. and Matthew Crispino, Esq.

            Re:

            Stratasys Ltd. (the “Company”)

          Registration Statement on Form F-4

          Originally Filed June 20, 2023

          File No. 333-272759

      Dear Messrs. Pattan and Crispino:

      Pursuant to Rule 461(a) under the Securities Act of 1933, as amended (the “Act”), the Company hereby respectfully requests that the effective date of the
        Company’s Registration Statement on Form F-4 (File No. 333-272759) be accelerated by the Securities and Exchange Commission to 5:30 p.m., Eastern Daylight Time, on August 25, 2023 or as soon as possible thereafter. In making this acceleration
        request, the Company acknowledges that it is aware of its responsibilities under the Act.

    We request that we be notified of such effectiveness by email or telephone call to Viktor Sapezhnikov, Esq., of Wachtell, Lipton, Rosen & Katz, at
      VSapezhnikov@wlrk.com or 212-403-1122, and to Jonathan M. Nathan, Adv., of Meitar Law Offices, at jonathann@meitar.com or +972-3-6103157, or if you have any other questions or concerns regarding this matter.

      [Signature page follows]

                    Sincerely,

            STRATASYS LTD.

            By:

              /s/ Yoav Zeif

            Name:
            Yoav Zeif

            Title:
            Chief Executive Officer

            cc:

                Vered Ben Jacob, Adv., Chief Legal Officer, Stratasys Ltd.

                Eitan Zamir, Chief Financial Officer, Stratasys Ltd.

              Adam O. Emmerich, Esq., Wachtell, Lipton, Rosen & Katz

              Viktor Sapezhnikov, Esq., Wachtell, Lipton, Rosen & Katz

              J. David Chertok, Adv., Meitar Law Offices

              Jonathan M. Nathan, Adv., Meitar Law Offices

              Jonathan Atha, Adv., Meitar Law Offices

United States securities and exchange commission logo
June 27, 2023
Vered Jacob
Chief Legal Officer
Stratasys Ltd.
7665 Commerce Way
Eden Prairie, MN 55344
Re:Stratasys Ltd.
Registration Statement on Form F-4
Filed June 20, 2023
File No. 333-272759
Dear Vered Jacob:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Matthew Crispino,
Staff Attorney, at (202) 551-3456 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Viktor Sapezhnikov

United States securities and exchange commission logo
October 11, 2022
Eitar Zamir
Chief Financial Officer
Stratasys Ltd.
1 Holtzman Street
Science Park
P.O. Box 2496
Rehovot, Israel 76124
Re:Stratasys Ltd.
Form 20-F for Fiscal Year Ended December 31, 2021
Filed February 24, 2022
File No. 001-35751
Dear Eitar Zamir:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

October
3, 2022

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Division of Corporation Finance

    Office of Energy and Transportation

VIA EDGAR

    Re:
    Stratasys Ltd. (the “Company,” “Stratasys,” “we” or “us”)

    Form 20-F for Fiscal Year Ended December 31, 2021 (the “2021 Form 20-F”)

    Filed February 24, 2022

    File No. 001-35751

Dear Madam or Sir:

We hereby provide the following
responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
concerning the above-referenced filing that were provided to the Company by the Staff in its letter dated September 20, 2022 (the “Comment
Letter”). To assist your review, we have retyped the text of the Staff’s comments below in bold face type and have provided
the Company’s responses immediately following each numbered comment.

Form 20-F for Fiscal Year Ended
December 31, 2021

Item 5. Operating and Financial
Review and Prospects, page 68

 1. Please discuss and analyze material changes to your balance sheet, and discuss material events and uncertainties
that may impact your future financial condition. Refer to Instruction 1 to Item 5 of Form 20-F and to Item 303(a) of Regulation S-K.

Company Response: We respectfully acknowledge
the Staff’s comment, and will provide additional disclosures related to material changes in our balance sheet and material events
and uncertainties that may impact our future financial condition in our future filings.

A. Operating Results, page 69

 2. We note that you list multiple factors that contribute to changes in your results. In future filings,
as a best practice, quantify each material factor that contribute to a change in your results so as to provide investors with better insight
to the underlying changes in your results. Refer to Instruction 1 to Item 5 of Form 20-F.

Company Response: We respectfully acknowledge
the Staff’s comment, and will provide additional quantitative disclosures regarding material factors related to changes in our results
in our future filings.

E. Critical Accounting Estimates, page
88

 3. The disclosures of your critical accounting policies and estimates appear to be a repetition of certain
of your significant accounting policies. Please revise your disclosures to address the material implications of the uncertainties that
are associated with the methods, assumptions and estimates underlying your critical accounting estimates. Your expanded disclosure should
address the risk related to using different assumptions and analyze their sensitivity to change based on outcomes that are deemed reasonably
likely to occur. Refer to Item 303(b)(3) of Regulation S-K and the related Instruction 3 to paragraph (b) of Item 303.

Company Response: We respectfully acknowledge
the Staff’s comment and will update future filings in response to the Staff’s comment. Utilizing the disclosure from the most recent
annual report on Form 20-F (i.e., the 2021 Form 20-F), the following reflects our proposed updated disclosures to be included in Item
5.E of future filings. This proposed disclosure may change as the Company evaluates any changes that impact its critical accounting estimates
and will update the disclosure in future filings accordingly.

SEC Division of Corporation Finance

Office of Energy and Transportation

October 3, 2022

Page 2

Critical Accounting Estimates

For
a description of our significant accounting policies, see note 1 to our consolidated financial statements included in Item 18 of this
annual report.

The
preparation of our consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions
in certain circumstances that affect the amounts reported in the accompanying consolidated financial statements and related footnotes.
Actual results may differ from these estimates. We base our judgments on our experience and on various assumptions that we believe to
be reasonable under the circumstances.

Of
our policies, the following are considered the most critical to an understanding of our consolidated financial statements as they require
the application of the most subjective and complex judgment, involving critical accounting estimates and assumptions impacting our consolidated
financial statements. We have applied our policies and critical accounting estimates consistently across our businesses.

 ● Business combination

 ● Intangibles

 ● Goodwill

 ● Income taxes

Business combination

In accordance
with ASC Topic 805, “Business Combination”, we allocate the fair value of purchase consideration to the assets acquired and
liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values
of these identifiable assets and liabilities is recorded as goodwill.

Fair
value estimates are based on the assumptions management believes a market participant would use in pricing the asset or liability.

In
the Company’s recent acquisitions, intangible assets and goodwill represented a majority of the assets acquired. Assessing fair values
of intangible assets acquired in a business combination involves significant judgment about future events and uncertainties and depends
on estimates and assumptions. Significant estimates utilized in valuating intangible assets include discount rates and future expected
cash flow, which rely upon assumptions such as the useful life of the assets, revenue growth rates and margins projections, technological
obsolescence and income tax rate assumptions.

Contingent
consideration incurred in a business combination is included as part of the consideration transferred and recorded at fair value as of
the acquisition date. Estimating the fair value involves significant judgment and is based on significant assumptions relating to the
estimate, such as discount rates, the achievement of the contingencies and the timing and amounts of the contingent payments,

Amounts
recorded in a business combination in certain cases may be subject to revision based on the final determination of fair values during
the measurement period, which may be up to one year from the acquisition date, as additional information about conditions existing at
the acquisition date may become available.

SEC Division of Corporation Finance

Office of Energy and Transportation

October 3, 2022

Page 3

Intangibles

Most
of our identifiable intangible assets were recognized as part of business combinations we have executed in the current and prior
periods. Our identifiable intangible assets are considered definite life intangible assets and are primarily comprised of developed technology,
trademarks and trade names, customer relationships and patents. Definite life intangible assets are amortized using the straight-line
method over their estimated period of useful life.

Our
determination of the fair value of the intangible assets acquired involves the use of significant estimates and assumptions. Refer to
the “Business combination” section above. We believe that the fair value assigned to the assets acquired and liabilities assumed
are based on reasonable assumptions and estimates that a market participant would use. Should conditions differ from management’s
estimates at the time of the acquisition, including changes in volume or timing to current expectations
of future revenue growth rates and forecasted margins, or changes in market factors outside of our control, such as discount rates, material
write-downs of intangible assets may be required, which would adversely affect our operating results.

We
monitor events and changes in circumstances that could indicate carrying amounts of intangible assets may not be recoverable. We review
the carrying amounts of our intangible assets for potential impairment when events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Impairment indicators may include any significant changes in the manner of our use of the assets
or the strategy of our overall business, certain reorganization initiatives, significant negative industry or economic trends and significant
decline in our share price for a sustained period.

When
such events or changes in circumstances occur, we compare the carrying amounts of the asset or assets groups with their respective estimated
undiscounted future cash flows. If the asset or assets group are determined to be impaired, an impairment charge is recorded in the amount
by which the carrying amount of the asset or assets group exceed their fair value.

Goodwill

Goodwill
reflects the excess of the consideration transferred plus the fair value of any non-controlling interest in the acquiree at the acquisition
date over the fair values of the identifiable net assets acquired. Goodwill is not amortized but rather is tested for impairment annually
at the reporting unit level, or whenever events or circumstances present an indication of impairment. The goodwill balance as of
December 31, 2020 and 2021 resulted from our recent acquisitions.

Determining
the fair value of our reporting units requires significant judgment, including judgments about the appropriate terminal growth rates,
weighted average costs of capital and the amounts and timing of projected future cash flows. Fair value determinations are sensitive to
changes in underlying assumptions, estimates, and market factors. Projected future cash flows are based on our most recent budget, forecasts
and strategic plans as well as certain growth rate assumptions. Potential changes in our costs and operating structure, the expected timing
of utilization of synergies, strategic opportunities, negative effect of exchange rates and overall weakness in the 3D printing marketplace,
could negatively impact our near-term cash-flow projections and could trigger a potential impairment of our goodwill. In addition, failure
to execute our strategic plans as well as increases in weighted average costs of capital could negatively impact the fair value of our
reporting units, and increase the risk of goodwill impairment in the future.

We
will continue to monitor the fair value of our reporting units to determine whether events and changes in circumstances such as further
deterioration in the business climate or operating results, further significant decline in our share price, changes in management’s
business strategy or downward changes of our cash flows projections, warrant further interim impairment testing.

See
note 7 to our consolidated financial statements for further details on the goodwill impairment test in 2021.

SEC Division of Corporation Finance

Office of Energy and Transportation

October 3, 2022

Page 4

Income Taxes

Our
effective tax rate is primarily impacted by the geographical mix of taxable income and loss. We record a tax provision for the anticipated
tax consequences of our reported operating results. The provision for income tax is calculated based on our assumptions as to our entitlement
to various benefits under the applicable tax laws and tax rates in the jurisdictions in which we operate. We are subject to income taxes
in Israel, the U.S. and other foreign jurisdictions. Determination of taxable income in any jurisdiction requires the Company to interpret
the related tax laws and regulations and the use of estimates and assumptions regarding significant future events, such as the amount,
timing and character of deductions, permissible revenue recognition methods under the tax law and the sources and character of income
and tax credits. Changes in tax laws, regulations, agreements and treaties, currency exchange restrictions or the Company’s level
of operations or profitability in each taxing jurisdiction could have an impact upon the amount of current and deferred tax balances and
hence the Company’s net income.

Significant
judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. In evaluating the exposure
associated with our various tax filing positions, we record reserves for uncertain tax positions in accordance with US GAAP, based on
the technical support for the positions and our past audit experience with similar positions. For those tax positions where it is more
likely than not that a tax benefit will be sustained, we record the largest amount of tax benefit with a greater than 50 percent likelihood
of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income
tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial
statements. Although we believe our tax positions comply with applicable tax laws and we intend to defend our positions, no assurance
can be given that the final tax outcome of these matters will not be different from that which is reflected in our historical income tax
reserves and accruals. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the
refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences
will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes
the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related estimated interest and
penalties. The Company’s liability for these unrecognized tax benefits totaled $3.0 million at December 31, 2021 (see Note
9 for additional information).

We estimate the degree to which
deferred tax assets will result in a benefit, after consideration of all positive and negative evidence, and provide a valuation allowance
for deferred tax assets that we believe more likely than not will not be realized. In situations in which we are able to determine that
our deferred tax assets will be realized, that determination generally relies on future reversals of taxable temporary differences and
expected future taxable income. Significant judgment required in determining any valuation allowance recorded against deferred tax assets.
In assessing the need for a valuation allowance, we considered all available evidence, including past operating results, the most recent
projections for taxable income, and prudent and feasible tax planning strategies. We reassess our valuation allowance periodically and
if future evidence allows for a partial or full release of the valuation allowance, we reverse the related valuation allowance. Any such
reversals are recorded as a reduction of our tax provision. The tax valuation allowance totaled $693.1 million at December 31, 2021
(see Note 9 for additional information). Should our actual future taxable income by tax jurisdiction vary from estimates, additional allowances
or reversals thereof may be necessary.

RPS Acquisition, page F-30

4. We note that on February 16, 2021, you acquired 100% of the outstanding shares of RPS and that you are
obligated to make earn-out payments over the next two years. In that regard, tell us your consideration to disclose information that enables
users of your financial statements to evaluate the nature and financial effect of this acquisition. Refer to ASC 805-10 50

Company Response: We respectfully acknowledge
the Staff’s comment and advise as follows:

The Company considered ASC
805-10-50’s disclosure requirements for individually material business combinations to determine the significance of the RPS acquisition.
In its assessment for the potential disclosures, the Company considered both quantitative and qualitative factors.

SEC Division of Corporation Finance

Office of Energy and Transportation

October 3, 2022

Page 5

The following quantitat

United States securities and exchange commission logo
September 20, 2022
Eitar Zamir
Chief Financial Officer
Stratasys Ltd.
1 Holtzman Street
Science Park
P.O. Box 2496
Rehovot, Israel 76124
Re:Stratasys Ltd.
Form 20-F for Fiscal Year Ended December 31, 2021
Filed February 24, 2022
File No. 001-35751
Dear Mr. Zamir:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2021
Item 5. Operating and Financial Review and Prospects, page 68
1.Please discuss and analyze material changes to your balance sheet, and discuss material
events and uncertainties that may impact your future financial condition. Refer to
Instruction 1 to Item 5 of Form 20-F and to Item 303(a) of Regulation S-K.

 FirstName LastNameEitar Zamir
 Comapany NameStratasys Ltd.
 September 20, 2022 Page 2
 FirstName LastName
Eitar Zamir
Stratasys Ltd.
September 20, 2022
Page 2
A. Operating Results, page 69
2.We note that you list multiple factors that contribute to changes in your results.  In future
filings, as a best practice, quantify each material factor that contribute to a change in your
results so as to provide investors with better insight to the underlying changes in your
results. Refer to Instruction 1 to Item 5 of Form 20-F.
E. Critical Accounting Estimates, page 88
3.The disclosures of your critical accounting policies and estimates appear to be a repetition
of certain of your significant accounting policies. Please revise your disclosures to address
the material implications of the uncertainties that are associated with the methods,
assumptions and estimates underlying your critical accounting estimates. Your expanded
disclosure should address the risk related to using different assumptions and analyze their
sensitivity to change based on outcomes that are deemed reasonably likely to occur. Refer
to Item 303(b)(3) of Regulation S-K and the related Instruction 3 to paragraph (b) of Item
303.
RPS Acquisition, page F-30
4.We note that on February 16, 2021, you acquired 100% of the outstanding shares of RPS
and that you are obligated to make earn-out payments over the next two years.  In that
regard, tell us your consideration to disclose information that enables users of
your financial statements to evaluate the nature and financial effect of this acquisition.
Refer to ASC 805-10-50.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Yolanda Guobadia, Staff Accountant, at (202) 551-3562 or Kimberly
Calder, Assistant Chief Accountant, at (202) 551-3701 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
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Stratasys Ltd.

    c/o Stratasys, Inc.
    2 Holtzman Street, Science Park

    7665 Commerce Way
    P.O. Box 2496

    Eden Prairie, Minnesota 55344
    Rehovot, Israel 76124

    (952) 937-3000
    +972-74-745-4400

January 11, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Division of Corporation Finance, Office of Technology

Jeff Kauten, Attorney-Advisor

    Re:
    Stratasys Ltd.

    Registration Statement on Form F-3

    Filed January 7, 2021

    File No. 333-251938

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Stratasys Ltd. (the “Registrant”) hereby respectfully requests that the effectiveness
of the Registration Statement on Form F-3 (File No. 333-251938) of the Registrant (the “Registration Statement”)
be accelerated so that it will be declared effective at 8:00 a.m., Eastern Time, on Wednesday, January 13, 2021, or as soon thereafter
as may be practicable.

Please contact Jonathan M. Nathan, Adv.
of Meitar Law Offices at jonathann@meitar.com or +972-52-312-5574 with any questions you may have concerning this request. In addition,
please notify Mr. Nathan when this request has been granted.

    Very truly yours,

    STRATASYS  LTD.

    By:
    /s/ Lilach Payorski

    Name:
    Lilach Payorski

    Title:
    Chief Financial Officer

    cc:
    J. David Chertok

    Jonathan M. Nathan

    (Meitar Law Offices)

United States securities and exchange commission logo
January 8, 2021
Yoav Zeif
Chief Executive Officer
Stratasys Ltd.
2 Holtzman Street, Science Park
P.O. Box 2496
Rehovot, Israel 76124
Re:Stratasys Ltd.
Registration Statement on Form F-3
Filed January 7, 2021
File No. 333-251938
Dear Mr. Zeif:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jonathan M. Nathan, Adv.

September 18, 2019
Lilach Payorski
Chief Financial Officer
Stratasys Ltd.
7665 Commerce Way
Eden Prairie, Minnesota 55344
Re:Stratasys Ltd
Form F-20 for the fiscal year ended December 31, 2018
Filed on March 07, 2019
File No. 001-35751
Dear Ms. Payorski:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

CORRESP
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September 12, 2019

   Securities and Exchange Commission

   Division of Corporate Finance

   100 F Street, N.E.

   Washington, D.C. 20549

   Attention:

   Division of Corporation Finance,

   Office of Information Technologies and Services

VIA EDGAR

   Re:

   Stratasys Ltd. (the “Company”)

   Form 20-F for the Fiscal Year Ended December 31, 2018 (the “2018 Form 20-F”)

   Filed on March 7, 2019

   File No. 001-35751

Dear Madam or Sir:

We hereby provide the following responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the above-referenced filing that were provided to the Company by the Staff in its letter dated August 8, 2019 (the “Comment Letter”). To assist your review, we have retyped the text of the Staff’s comments below in bold face type and have provided the Company’s responses immediately following each numbered comment.

Form 20-F filed March 7, 2019

Notes to consolidated financial statements

Note 10. Commitments and Contingencies

Contingencies, page F-32

   1.

   We note that you disclose the Patent Law-Based Claim initiated on November 23, 2017 on page F-32, and you indicate that you reject the claims that serve as a basis for the proceeding and intend to vigorously defend these claims. In accordance with ASC 450-20-50, please revise future filings to clearly disclose the following information for your loss contingencies: (1) the amount or range of reasonably possible losses in addition to the amounts accrued or (2) a statement that the reasonably possible losses cannot be estimated or are not material to your financial statements.

   We respectfully acknowledge the Staff’s comment. We will provide the requested disclosures concerning our loss contingencies clearly in our future filings.

   2.

   We note that the Company is a party to various other legal proceedings, the outcome of which, in the opinion of management, will not have a significant adverse effect on the financial position or profitability of the Company. With a view toward future disclosure, please explain why you have omitted the statement of cash flows or revise future filings to reference this financial statement.

We respectfully acknowledge the Staff’s comment. In future filings, we will add a reference to our statement of cash flows in order to more fully address the impact of the outcome of legal proceedings on all aspects of our results of operations and financial position.

SEC Division of Corporation Finance
Office of Information Technologies and Services
September 12, 2019
Page 2

We appreciate your time and attention to our responses to the Staff’s comments set forth in this letter. We note that the delayed timing for this response letter was due to administrative oversight in accessing the Comment Letter from the email inbox of Mr. Scott Crump, to whom the Comment Letter was sent. We respectfully request that future correspondence be directed instead to our Chief Financial Officer, Lilach Payorski (Lilach.Payorski@stratasys.com) and our V.P., Head of Legal, Vered Ben Jacob (Vered.BenJacob@stratasys.com), each of whom can also be reached by telephone at 011-972-74-745-4000. In our next annual report on Form 20-F, we will update our company contact person listed in the filing to refer to Ms. Payorski in place of Mr. Crump.

Should you wish to discuss this letter at any time, please do not hesitate to contact our legal counsel, Meitar Liquornik Geva Leshem Tal (Jonathan M. Nathan, Adv. at 011-972-3-610-3182).

   Sincerely,

   /s/ Lilach Payorski

   Chief Financial Officer

   Stratasys Ltd.

   cc:

   Craig Wilson, Senior Assistant Chief Accountant
Becky Chow, Staff Accountant
(Securities and Exchange Commission)

   J. David Chertok, Adv.

   Jonathan M. Nathan, Adv.

   (Meitar Liquornik Geva Leshem Tal)

2

August 8, 2019
S. Scott Crump
Chairman of Executive Committee
Stratasys Ltd.
7665 Commerce Way
Eden Prairie, Minnesota 55344
Re:Stratasys Ltd
Form F-20 for the fiscal year ended December 31, 2018
Filed on March 07, 2019
File No. 001-35751
Dear Mr. Crump:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form F-20 filed March 07, 2019
Notes to consolidated financial statements
Note 10. Commitments and Contingencies
Contingencies, page F-32
1.We note that you disclose the Patent Law-Based Claim initiated on November 23, 2017 on
page F-32, and you indicate that you reject the claims that serve as a basis for the
proceeding and intend to vigorously defend these claims.  In accordance with ASC 450-
20-50, please revise future filings to clearly disclose the following information for your
loss contingencies: (1) the amount or range of reasonably possible losses in addition to the
amounts accrued or (2) a statement that the reasonably possible losses cannot be estimated
or are not material to your financial statements.
2.We note that the Company is a party to various other legal proceedings, the outcome of
which, in the opinion of management, will not have a significant adverse effect on the
financial position or profitability of the Company.  With a view toward future disclosure,

 FirstName LastNameS. Scott  Crump
 Comapany NameStratasys Ltd.
 August 8, 2019 Page 2
 FirstName LastName
S. Scott  Crump
Stratasys Ltd.
August 8, 2019
Page 2
please explain why you have omitted the statement of cash flows or revise future filings to
reference this financial statement.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Becky Chow, Staff Accountant, at (202) 551-6524 or Craig Wilson,
Senior Assistant Chief Accountant, at (202) 551-3226 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

Mail  Stop 4561
February 23, 2016

David Reis
Chief Executive Officer
Stratasys Ltd.
7665 Commerce Way
Eden Prairie, MN 55344

Re: Stratasys Ltd.
 Form 20-F for Fiscal Year Ended December 31, 2014
Filed March 3 , 2015
File No. 001-35751

Dear Mr. Reis:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the  Commission from taking
any action with respect to the company or 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.  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 rules require.

Sincerely,

 /s/Mark P.. shuman

Mark P. Shuman
Branch Chief —Legal
Office of Information Technologies
and Services

CORRESP
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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
    %

Mail  Stop 4561
February 3, 2016

David Reis
Chief Executive Officer
Stratasys Ltd.
7665 Commerce Way
Eden Prairie, MN 55344

Re: Stratasys Ltd.
 Form 20-F for Fiscal Year Ended December 31, 2014
Filed March 3 , 2015
Response dated January 13, 2016
File No. 001-35751

Dear Mr. Reis:

We have reviewed your letter dated January 13, 201 6 in connection with the above -
referenced filing and have the following comment.   Please respond to th is comment  within ten
business days by providing the requested information or advise us as soon as possible when you
will respond.  If  you do not believe o ur comment applies  to your facts and circumstances, please
tell us why in your response.

After reviewing your response to this comment , we may have additional comments.

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 respons e 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 determi ned 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.

David Reis
Stratasys Ltd.
February 3, 2016
Page 2

 Please contact Gabriel Eckstein, Staff Attorney, at (202) 551 -3286  or me at (202) 551 -
3462 with any questions .  If you require further assistance, you may contact Barbara C. Jacobs,
Assistant Director, at (202) 551 -3730.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief—Legal
Office of Information Technologies
and Services

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.

2

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)

3

Mail  Stop 4561
January 5, 2016

David Reis
Chief Executive Officer
Stratasys Ltd.
7665 Commerce Way
Eden Prairie, MN 55344

Re: Stratasys Ltd.
 Form 20-F for Fiscal Year Ended December 31, 2014
Filed March 3 , 2015
File No. 001-35751

Dear Mr. Reis:

We have reviewed your filing  and have the following comment .  Please respond to th is
comment  within ten business days by providing the requested information or advise us as soon as
possible when you will respond.  If  you do not believe our comment applies  to your facts and
circumstances, please tell us why in your response.

After reviewing you r response to this comment , we may have additional comments.

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 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 Act 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.

David Reis
Stratasys Ltd.
January 5, 2016
Page 2

  In responding to our comment , please provide a written statemen t 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 Commission 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.

Please contact Gabriel Eckstein, Staff Attorney, at  (202) 551 -3286  or me at (202) 551 -
3462 with any questions .  If you require further assistance, you may contact Barbara C. Jacobs,
Assistant Director, at (202) 551 -3730.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief —Legal
Office of Information Technologie s
and Services

February 20, 2015

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 comple ted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accura cy 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 rules require.

Sincerely,

 /s/ Stephen Krikorian

Stephen Krikorian
Accounting Branch Chief

CORRESP
1
filename1.htm

February 9, 2015

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Stephen Krikorian, Accounting Branch Chief

VIA EDGAR

Re:                             Stratasys Ltd. (the “Company”)

Form 20-F for the Fiscal Year Ended December 31, 2013 (the “2013 Form 20-F”)

Filed March 3, 2014

File No. 001-35751

Dear Mr. Krikorian:

We hereby provide the following responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the above-referenced filing that were provided to the Company by the Staff in its letter dated January 28, 2015 (“Comment Letter No. 2”), following the Staff’s receipt of the Company’s response letter, dated January 2, 2015 (the “Initial Response Letter”), to the Staff’s initial comment letter dated December 19, 2014 (the “Initial Comment Letter”).  To assist your review, we have retyped the text of the Staff’s comments below in bold face type and have provided the Company’s responses immediately following each numbered comment.  Please note that all references to page numbers in the responses below refer to the page numbers of the 2013 Form 20-F, as previously filed with the Commission.

Item 5. Operating and Financial Review and Prospects

A. Operating Results

Costs of revenues, page 51

1.                                      Based on the significance of cost of revenues on your results, it’s still unclear how you determined that providing greater insight into the relative significance of your material cost component, as a percentage or otherwise, is not necessary for an investor’s understanding of your production cost, including how you manage such costs. In particular, while we note that you will continue to monitor and analyze your costs of revenues and to update your disclosure to the extent that there are changes in significance among the various cost components, please tell us how an investor can similarly monitor the potential cost trends and potential impact of macro-economic issues on the material components of cost of revenues without such information.

We respectfully acknowledge the Staff’s comment, and in order to address the concerns raised by the Staff, in our upcoming annual report on Form 20-F for the year ended December 31, 2014 (the “2014 Form 20-F”), we will add disclosure that provides analysis that is similar to what is detailed in the following paragraphs:

Our most significant components of cost of revenues are costs of materials used for our printers, wages and related benefits costs, which together accounted for approximately 70% our total direct cost of sales in each of the years ended December 31, 2013 and 2012. Our other significant cost of revenues is the amortization expense that we incur in connection with developed technology acquired as part of our business combinations.  This amortization expense varies based on the timing  and type of acquisitions, and was $55 million and $6 million for the years ended December 31, 2013 and 2012, respectively.

For the year ended December 31, 2013, a hypothetical 10% rise in commodity prices for raw materials would have caused an approximate $10 million increase in cost of revenues in our Consolidated Statements of Operations and Comprehensive Income.  As to wages and related benefits, a 10% increase in wages due to wage inflation would have caused an approximate $1 million increase in cost of revenues in our Consolidated Statements of Operations and Comprehensive Income for that same year.  During 2013, we did not notice actual particular trends that changed, or were expected to change in the near future, the absolute or relative significance of the components of our costs of revenues in a significant manner.  We also believe that inflation has not had a material effect on our operations or on our financial condition during the three most recent fiscal years.  Currently, we do not foresee a significant change in either the raw materials used for production or wage inflation that would materially impact our business.

Operating Expenses, page 62

2.              We note your response to our prior comment 3. However, in future filings, please revise to quantify each material factor that impacted your results of operations, such as the addition of Objet which added $83.8 million of SG&A and the addition of MakerBot which added an additional $9.4 million of SG&A. This disclosure should analyze and discuss the underlying trends for each of these factors as well as the expected impact on future results.

We respectfully acknowledge the Staff’s comment, and, in future filings, including the 2014 Form 20-F, we will provide a quantified disclosure of each material factor and related analysis of underlying trends and expected impact on future results.

Consolidated Financial Statements

Notes to the Consolidated Financial Statements

Note 2. Acquisitions

MakerBot transaction, page F-18

3.              We note your response to our prior comment 6. However, the fair value measurement of your earn-out obligation is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. In this regard, since it appears that the inputs in your earn-out obligation calculation involve significant judgments that are subject to change and could have a material impact on your results, please consider including a corresponding sensitivity analysis for such inputs in your critical accounting policy discussion within MD&A. In particular, such information appears necessary in understanding how inputs in your calculation could impact expenses related to your earn-out obligation, which represents a $108.2 million exposure, based on the Company’s share price at December 31, 2013. In addition, please include a corresponding sensitivity analysis or discussion which details how changes in your share price will impact your total maximum exposure. Please refer to Section V of SEC Release 33-8350, Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations.

We respectfully acknowledge the Staff’s comment. Please note that MakerBot did not achieve its earn-out targets for 2014, and, therefore, the entire earn-out liability was cancelled as of December 31, 2014. As such, we do not believe that a sensitivity analysis for the MakerBot earn-out liability  would be useful to investors in the upcoming 2014 Form 20-F. In future filings, for transactions with contingent considerations, we will include sensitivity analysis or discussion of the significant

2

unobservable inputs into the calculation of earn-out obligations in our critical accounting policy discussion within our “Operating and Financial Review and Prospects”, if material.

4.              While we acknowledge the disclosures noted in your response to our prior comment 6, it is still unclear how your current disclosures comply with ASC 820-10-50-2(bbb) and 50-2(g). Please advise.

We respectfully acknowledge the Staff’s comment. As part of our disclosure, we provided a description of the valuation model and of the significant unobservable inputs used in the fair value measurement. As described above, MakerBot did not achieve the earn-out targets for 2014 and, therefore, the entire earn-out liability was cancelled as of December 31, 2014. In future filings, for other level 3 fair value measurements, we will disclose additional information and a narrative description of the sensitivity to change of the significant unobservable inputs pursuant to ASC 820-10-50-2(bbb) and 50-2(g).

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:                                Juan Migone

(Securities and Exchange Commission)

David S. Glatt, Adv.

Jonathan M. Nathan, Adv.

(Meitar Liquornik Geva Leshem Tal)

3

January 28, 2015

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 you r letter dated January 2, 2015 in connection with the above -
referenced  filing an d have the following comment.  In our comment , 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 comment applies 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
response to this comment, we may have  additional comments .  Unless otherwise noted, where
prior comments are referred to they refer to our letter dated December 19, 2014 .

Item 5.  Operating and Financial Review and Prospects.
A. Operating Results
Costs of revenues, page 51

1. Based on the signi ficance of cost of revenues on your results, it’s still unclear how you
determined that providing  greater insight int o the relative significance of your material
cost component, as a percentage or otherwise, is not necessary for an investors
understanding of your production cost, including how you manage such costs.  In
particular, while we note that you will continue to monitor and analyze your costs of
revenues and to update your disclosure to the extent that there are changes in significance
among the va rious cost components , please tell us how an investor can similarly monitor
the potential cost trends and potential impact of macro -economic issues on the material
components of cost of revenues without such information.

David Reis
Stratasys Ltd.
January 28, 2015
Page 2

 Operating Expenses, page 62

2. We no te your response to our prior comment 3.  However, in future filings, please revise
to quantify each material factor that impacted your results of operations, such as the
addition of Objet which added $83.8 million of  SG&A  and the addition  of MakerBot
whic h added an additional $9.4 million of SG&A.  This disclosure should analyze and
discuss  the underlying trends for each of these  factors as well as the  expected impact on
future results.

Note 2. Acquisitions
MakerBot transaction, page F -18

3. We note y our response to our prior comment 6.  However, the fair value measurement of
your earn -out obligation is  based on significant inputs not observable in the market  and
thus represents a Level 3 measurement within the fair value hierarchy .  In this regard,
since it appears that the inputs in your earn -out obligation calculation involve significant
judgments that are subject to change and could have a material impact on your results,
please consider including a corresponding sensitivity ana lysis for such inputs in your
critical accounting policy discussion within MD&A.  In particular, such information
appears necessary in understanding how inputs in your calculation could impact expenses
related to your earn -out obligation, which represents a $108.2  million exposure , based on
the Company’s share price at December 31, 2013.    In addition, please include a
corresponding sensitivity analysis or discussion which details how changes your share
price will impact your total maximum exposure.   Pleas e refer Section V of SEC Release
33-8350, Commission Guidance Regarding Management’s Discussion and Analysis of
Financial Cond ition and Results of Operations.

4. While we acknowledge the disclosures noted in your response to our prior comment 6, it
is still  unclear how your current disclosures comply with ASC 820 -10-50-2(bbb) and 50 -
2(g).  Please advise.

You may contact Juan Migone 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

CORRESP
1
filename1.htm

January 2, 2015

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Stephen Krikorian, Accounting Branch Chief

VIA EDGAR

Re:                           Stratasys Ltd. (the “Company”)

Form 20-F for the Fiscal Year Ended December 31, 2013 (the “2013 Form 20-F”)

Filed March 3, 2014

File No. 001-35751

Dear Mr. Krikorian:

We hereby provide the following responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the above-referenced filing that were provided to the Company by the Staff in its letter dated December 19, 2014 (the “Comment Letter”).  To assist your review, we have retyped the text of the Staff’s comments below in bold face type and have provided the Company’s responses immediately following each numbered comment.  Please note that all references to page numbers in the responses below refer to the page numbers of the 2013 Form 20-F, as previously filed with the Commission.

Item 5. Operating and Financial Review and Prospects

Costs of revenues, page 51

1.                                      It appears that cost of revenues is the largest expense line item in your consolidated 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 into 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 appear relevant to an investors understanding of your cost trends due to macro-economic issues, including inflationary pressures on labor cost. If you believe that such information is not necessary for an understanding of your business, please provide us with support for your conclusion.

We respectfully acknowledge the Staff’s comment. In our discussion of the factors that influence the Company’s operating results, we were cognizant of the substantive disclosure requirements set forth in Item 303(a) of Regulation S-K and in other guidance published by the Commission.  In applying such requirements and such guidance, we analyzed our financial results in a manner that gave greater emphasis to the more significant factors, so that investors received the material information necessary for an understanding of our business.

In our costs of revenues discussion, we indicated the relative significance of the various cost components through our terminology, noting that each of our costs of products and costs of services consisted “primarily” of certain costs, whereas secondary costs were noted by the terms “also” and “as well as”.  While we also considered discussing the impact of macro-economic factors such as inflation on our labor costs, and changes in commodity prices on the cost of our raw materials, we concluded

that such factors have not had a material impact on our Company in particular during the time periods covered by the 2013 Form 20-F.  Further to that point, we mentioned on page 71 of the 2013 Form 20-F that “We believe that inflation has not had a material effect on our operations or on our financial condition during the three most recent fiscal years.”  We also have not noticed particular trends that have recently changed the absolute or relative significance of the components of our costs of revenues in a material manner.  We will, however, continue to monitor and analyze our costs of revenues and to update our disclosure to the extent that there are changes in significance among the various cost components, or trends that impact, or are expected to impact, such components in a material manner.  Our disclosure in “Variability of Operating Results” may also reflect material shifts in, or trends related to, components of costs of revenues, among other factors.

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 deferred revenues adjustments for 2013. Please provide 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.

We respectfully acknowledge the Staff’s comment.  The deferred revenues adjustments were recognized in connection with both the Objet-Stratasys merger and the Company’s subsequent acquisition of MakerBot.  These adjustments relate to differences between the fair value of the deferred revenues acquired by the Company in these transactions and the book value of the deferred revenues in the historical financial statements of the acquiree.  The deferred revenues fall into three categories, consisting of revenues from: (i) sales of printers; (ii) sales of consumables; and (iii) service contracts. Under the relevant accounting literature, in a business combination transaction, the acquiring entity should recognize deferred revenue of the acquired company only if it relates to a legal performance obligation assumed by the acquiring entity. This includes obligations to provide goods or services, the right to use an asset(s), grant concessions to customers or other consideration to a customer after the date of the acquisition transaction. The measurement of the fair value of the assumed deferred revenue obligation was based on a market participant’s estimate of the costs that it will incur to fulfil the obligation plus a “normal” profit margin.

In response to the last portion of the Staff’s comment, we respectfully note that these acquired deferred revenue adjustments did not result in an increase to costs of sales. Rather, the amortization of the deferred revenues adjustments was classified within the revenues line item and resulted in a decrease to our revenues, which, when taken together with unchanged cost of sales, reduced our gross profit as a percentage of related sales in 2013, as we note in the last paragraph on page 60 of the 2013 Form 20-F.

Operating Expenses, page 61

3.                                      It appears that selling, general and administrative expenses increased 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 MakerBot 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 million 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 these transactions on your results, separately. Otherwise, disclose the factors that resulted in the additional $100 million increase to SG&A during 2013.

2

We respectfully acknowledge the Staff’s comment.  We respectfully point out that the $141 million amount noted by the Staff in its comment constitutes the pro forma combined (including Objet) selling, general and administrative expenses (“SG&A”) total for 2012, not the increase in SG&A in 2013. The increase in total SG&A expense in 2013 on a GAAP basis was actually $129.7 million.

Besides the specific factors identified by the Staff in its comment (which were included in the discussion on page 62 of the 2013 Form 20-F), the only other significant factor that accounted for the large increase in SG&A in 2013 was the inclusion of the acquired entities in our results of operations (in the case of Objet, for a full year, and for MakerBot, for part of the year). The addition of Objet added $83.8 million of SG&A, while the addition of MakerBot added $9.4 million. We believe that our initial statement in our discussion of SG&A for 2013 compared to 2012 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 MakerBot operations after the MakerBot transaction” conveys to investors the significance of these factors.

Results of Operations on Non-GAAP Basis, page 67

4.                                      While we note that columns are labeled as non-GAAP, please tell us 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 are 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.

We respectfully acknowledge the Staff’s comment. We respectfully note that our presentation of operating results on a non-GAAP basis in the 2013 Form 20-F was very important for investors’ understanding of our business in the manner in which management understood it.  In the year ended December 31, 2013, our operating results reflected, for the first time, the impact of the Stratasys-Objet merger on a full-year basis, as well as the Company’s acquisition of MakerBot, which occurred in August 2013.

As to the details related to our compliance with Regulation G, we respectfully note that we first presented a discussion of the GAAP/pro-forma results, and only afterwards placed the entirety of the non-GAAP results and related discussion in a separate section, thereby fulfilling the requirement that a presentation be made “with equal or greater prominence, of the most directly comparable financial measure or measures calculated and presented in accordance with GAAP.”  We respectfully believe that our use of a similar presentation and format for the non-GAAP results section was a mere convenience to investors to ease their ability to understand those results in a comprehensible format and in no way would have misled an investor to believe that those were GAAP results. We furthermore included on page 70 a comprehensive table that reconciled selected non-GAAP financial measures with the directly comparable GAAP measures, as required under Regulation G.  We also preceded our first use of the terms “gross profit,” “operating income” and “net income” in our discussion of each such category on a non-GAAP basis with the words “non-GAAP”.  In future filings, to the extent that we present a discussion of non-GAAP results, we will also add the words “non-GAAP” prior to each of the sub-headings in order to further differentiate the non-GAAP related information.

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.

3

We respectfully acknowledge the Staff’s comment.  The adjustment for deferred revenue and inventory purchase price adjustments were both attributable to each of the Stratasys-Objet merger and the Company’s acquisition of MakerBot.

The above-references adjustments were determined based on the following methodologies:

·                  In the case of deferred revenues adjustments, we respectfully refer the Staff to the first paragraph of our response to comment 2 above, which describes the relevant methodology.

·                  In the case of inventory purchase price adjustments, the adjustments represent differences between the fair value of the inventory acquired by the Company in these transactions and the book value of such inventory included in the financial statements of the acquired company.  Inventory amounts of the acquired entities were allocated among raw materials, work-in-process (“WIP”) and finished goods. As to raw materials, the Company analyzed and determined that the cost basis of the raw materials reflected in the financial statements of the acquired company was equivalent to the replacement cost that a market participant would pay on the acquisition date for the raw material, so no adjustments were required. For the WIP and finished goods, we estimated fair value based on the Sale Price Less Costs to Dispose methodology. That methodology consists of assigning value to the WIP and finished goods by using the following inputs (respectively):

·                 WIP

·              Estimated sales price of products

Less:                    Manufacturing cost to complete

Less:                    Profit on Manufacturing cost to complete

Less:                    Selling and marketing costs

Less:                    Profit on selling and marketing costs

Less:                    Holding period opportunity costs

Equals:                 Estimated Fair Value of the WIP inventory

·                 Finished goods

·              Estimated sales price of products

Less:                    Selling and marketing costs

Less:                    Profit on selling and marketing costs

Less:                    Holding period opportunity costs

Equals:                 Estimated Fair Value of the finished goods inventory

Consolidated Financial Statements

Notes to the Consolidated Financial Statements

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 fair value on a recurring basis.

4

We respectfully acknowledge the Staff’s comment.  We respectfully assume that the Staff was referring to ASC 820-10-50-2, which is the relevant accounting standards codification on this subject.

With regards to the requirements of ASC 820-10-50-2, we respectfully believe that we provided in the 2013 Form 20-F all requisite, material information to enable investors to understand the fair value measurement of our earn-out obligations for the MakerBot acquisition. As part of our disclosure, we provided information regarding the Monte Carlo simulation and the unobservable inputs that we used in assessing the fair value of those obligations. We also provided information regarding the fair value of the obligations and the financial aspects of the obligations, including our revaluation of the obligations as of the end of the reporting period, the impact of such revaluation on our statement of operations, the maximum number of shares that could be issued to settle the obligations and the range of possible undiscounted dollar values of the obligations. Furthermore, we provided a description of the reconciliation between the $28.3 million fair value of the earn-out obligation that was recognized on the transaction date and the $29.0 million fair value of the earn-out obligation as of December 31, 2013, disclosing separately the related loss of $754 thousand that was recorded in our statement of operations. In future filings we will provide this information in a tabular format.

We believe that the above information (as included in the

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

CORRESP
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August 7, 2012

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:  Larry Spirgel, Assistant Director

Re:

Objet Ltd.

Registration Statement on Form F-4

Filed on June 8, 2012 and amended on July 12,   2012 ,

August 1, 2012 and August 6, 2012

File No. 333-182025

Ladies and Gentlemen,

In accordance with Rule 461 of Regulation C under the Securities Act of 1933, as amended, Objet Ltd. (the “Company”)  hereby respectfully requests acceleration of effectiveness of the above-captioned Registration Statement on Form F-4 to 4:00 p.m. (Washington D.C. time) on August 8, 2012, or as soon as practicable thereafter.

In addition, the Company acknowledges that:

·

should   the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated   authority, declare the filing effective, it does not foreclose the Commission   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 and 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.

If you have any questions regarding this request, please contact Timothy Moore of Cooley LLP, outside counsel to the Company, at (650) 843-5690.  In addition, please notify Mr. Moore when this request has been granted.

Thank you for your assistance.

OBJET   LTD.

/s/   David Reis

Name:   David Reis

Title:   Chief Executive Officer

cc:

Kathleen   Krebs

Reid   Hooper

Robert   S. Littlepage

Joseph   Kempf

(Securities   and Exchange Commission)

David   Reis

Ilan   Levin

(Objet   Ltd.)

S.   Scott Crump

Robert   F. Gallagher

(Stratasys, Inc.)

J.   David Chertok

David   S. Glatt

Jonathan   M. Nathan

(Meitar   Liquornik Geva & Leshem Brandwein)

Timothy   Moore

Marc   Recht

(Cooley   LLP)

Eric   Honick

(McLaughlin &   Stern, LLP)

CORRESP
1
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Marc A. Recht

(617) 937-2316

mrecht@cooley.com

August 6, 2012

VIA HAND DELIVERY AND EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:  Larry Spirgel, Assistant Director

Re:                             Objet Ltd.

Amendment No. 3 to Registration Statement on Form F-4

Filed August 6, 2012

File No. 333-182025

Ladies and Gentlemen,

On behalf of Objet Ltd. (the “Company”), we are notifying the staff (the “Staff”) of the Securities and Exchange Commission that, on the date hereof, the Company is filing Amendment No. 3 (“Amendment No. 3”) to the Company’s Registration Statement on Form F-4 (the “Registration Statement”), including the proxy statement/prospectus contained therein (the “Proxy Statement/Prospectus”).  To assist the Staff in reviewing Amendment No. 3, we will separately deliver to you, by hand, a copy of this letter, along with eight copies of Amendment No. 3 and eight marked copies of Amendment No. 3 showing changes against Amendment No. 2. If you would like to receive additional copies of any of these materials, please do not hesitate to contact us.

We hereby inform the Staff that the Company is filing Amendment No. 3 for the purposes of (i) adding to the Proxy Statement/Prospectus record date information related to the special meeting of stockholders of Stratasys, Inc. (“Stratasys”) at which the merger agreement for the merger of the Company and Stratasys will be subject to adoption, and (ii) filing the outstanding exhibits to the Registration Statement, consisting of Exhibits 4.1 (the specimen ordinary share certificate of the Company (to be known as Stratasys Ltd. upon the effectiveness of the Company’s merger with Stratasys)), 8.1 (the opinion of the Company’s Israeli counsel as to certain Israeli tax matters and such counsel’s related consent) and 10.6 (the form of the Company’s 2012 Omnibus Equity Incentive Plan). Amendment No. 3 also contains certain added language related to the foregoing Israeli tax opinion that is required by Staff Legal Bulletin No. 19.

***

If you have any questions regarding Amendment No. 3, the content of this letter or any other matter, please contact the undersigned at (617) 937-2316 or Damien A. Grierson of this firm at (617) 937-2334.

Thank you for your assistance.

Sincerely,

/s/Marc   A. Recht

cc:               Kathleen Krebs

Reid Hooper

Robert S. Littlepage

Joseph Kempf

(Securities and Exchange Commission)

David Reis

Ilan Levin

(Objet Ltd.)

S. Scott Crump

Robert F. Gallagher

(Stratasys, Inc.)

J. David Chertok

David S. Glatt

Jonathan M. Nathan

(Meitar Liquornik Geva & Leshem Brandwein)

Timothy Moore

(Cooley LLP)

Eric Honick

(McLaughlin & Stern, LLP)

CORRESP
1
filename1.htm

Marc A. Recht

(617) 937-2316

mrecht@cooley.com

August 1, 2012

VIA HAND DELIVERY AND EDGAR

Securities   and Exchange Commission

Division   of Corporation Finance

100   F Street, N.E.

Washington,   DC 20549

Attention:    Larry Spirgel, Assistant Director

Re:

Objet   Ltd.

Amendment   No. 1 to Registration Statement on Form F-4

Filed   July 12, 2012

File   No. 333-182025

Ladies and Gentlemen,

On behalf of Objet Ltd. (the “Company”), we are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in its letter of July 20, 2012 (the “Comment Letter”) to David Reis, Chief Executive Officer of the Company, with respect to Amendment No. 1 (“Amendment No. 1”) to the Company’s Registration Statement on Form F-4 (the “Registration Statement”), including the proxy statement/prospectus contained therein (the “Proxy Statement/ Prospectus”), filed with the Commission on July 12, 2012.

We note that the Company’s response to the Staff’s second comment in the Comment Letter, as set forth herein, also includes information that is responsive to the Staff’s oral comments to the Company, as conveyed by Mr. Reid Hooper to Damien A. Grierson of this firm by voice message on July 27, 2012 (the “Oral Comments”).  The Company’s response to the second comment thereby follows up on the Company’s supplemental explanation letter, dated July 25, 2012, submitted confidentially to the Staff pursuant to 17 C.F.R. §200.83 concerning the allegations that are the subject matter of the second comment in the Comment Letter.

On the date hereof, the Company is filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which incorporates various revisions to the Proxy Statement/ Prospectus in response to the comments raised by the Staff in the Comment Letter and the Oral Comments.  To assist the Staff in reviewing this letter and Amendment No. 2, we will separately deliver to you, by hand, a copy of this letter, along with eight copies of Amendment No. 2 and eight marked copies of Amendment No. 2 showing changes against Amendment No. 1. If you would like to receive additional copies of any of these materials, please do not hesitate to contact us.

To facilitate the Staff’s review, we have included in this letter the captions and numbered comments from the Comment Letter in bold text and have provided the Company’s responses immediately following each numbered comment.  Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Amendment No. 2.

500 BOYLSTON STREET, BOSTON, MA 02116-3736  T: (617) 937-2300  F: (617) 937-2400  WWW.COOLEY.COM

General

1.                                      Since you appear to qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, please disclose on your prospectus cover page that you are an emerging growth company, and revise your prospectus to:

·                       Describe how and when a company may lose emerging growth company status;

·                       Briefly describe the exemption from Section 404(b) of the Sarbanes-Oxley Act of 2002; and

·                       State your election under Section 107(b) of the JOBS Act:

·                                If you have elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b), include a statement that the election is irrevocable; or

·                                If you have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1), provide a risk factor explaining that this election allows you to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.  Please state in your risk factor that, as a result of this election, your US GAAP information may not be comparable to companies that comply with public company effective dates.  Include a similar statement in your critical accounting policy disclosures.

The Company respectfully acknowledges the Staff’s comment, and, in response thereto in Amendment No. 2, has added disclosures relating to the Company’s (and, as a result, following the merger, the combined company’s) status as an “emerging growth company.”  Such added disclosures include, as requested by the Staff:

·                  a statement on the cover page of the Proxy Statement/Prospectus that the Company is an emerging growth company;

·                  a discussion of the potential loss of emerging growth company status and the possible bases therefor and anticipated timing thereof;

·                  a discussion of the exemption from Section 404(b) under the Sarbanes-Oxley Act of 2002 resulting from the Company’s emerging growth company status; and

·                  the Company’s election to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act, and a statement that such election is irrevocable.

Legal proceedings, page 151

2.                                      We note on page 152 your disclosure regarding the letters received from two minority shareholders and former directors.  With a view towards expanded disclosure, please explain to us in detail the revisions they are demanding to be made to the capitalization table appearing in your registration statement.  Also, describe any other remedies they are seeking from the company.

The Company respectfully acknowledges the Staff’s comment.  In response to the Comment Letter, and further to a July 23, 2012 telephone conversation with members of the

Staff, the Company submitted under separate cover a supplemental explanation letter that included Annex A hereto, which provides a more detailed description of the claims made by the two minority shareholders and former directors, whom we will refer to as the Complainants, in their letters, and a summary of the legal arguments the Company would make in the event the Complainants, or any one of them, actually initiated litigation of those claims (to date neither Complainant has instituted litigation against the Company).  As is explained in Annex A, the Company believes that its defenses and counter-arguments are sufficiently strong such that it would not suffer any material effect on its financial condition or results of operations in the event a claim is made.

In response to the Comment Letter and the Oral Comments provided after the aforementioned submission under separate cover, the Company has supplemented the disclosure in Amendment No. 2—in both the relevant risk factor that describes certain of Objet’s lawsuits, as well as in the “Objet’s Business— Legal Proceedings” sub-section of the Proxy Statement/Prospectus— to more fully describe the allegations concerning the Company’s capitalization being made by the minority shareholders and former directors relating to the years 2006 through 2009 and the ongoing correspondence to which the Company has been party with them.

***

If you have any questions regarding the responses set forth above, or any other matters regarding Amendment No. 2, please contact the undersigned at (617) 937-2316 or Damien A. Grierson of this firm at (617) 937-2334.

Thank you for your assistance.

Sincerely,

/s/Marc   A. Recht

cc:

Kathleen   Krebs

Reid   Hooper

Robert   S. Littlepage

Joseph   Kempf

(Securities   and Exchange Commission)

David   Reis

Ilan   Levin

(Objet   Ltd.)

S.   Scott Crump

Robert   F. Gallagher

(Stratasys, Inc.)

J.   David Chertok

David   S. Glatt

Jonathan   M. Nathan

(Meitar   Liquornik Geva & Leshem Brandwein)

Timothy   Moore

(Cooley   LLP)

Eric   Honick

(McLaughlin &   Stern, LLP)

*** TEXT OMITTED AND SUBMITTED SEPARATELY

PURSUANT TO CONFIDENTIAL TREATMENT REQUEST

UNDER 17 C.F.R. SECTION 200.83

ANNEX A

[***]

*** CONFIDENTIAL TREATMENT REQUESTED

July 20, 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.
  Amendment No. 1 to Registra tion Statement on Form F-4
  Filed July 12, 2012   File No. 333-182025

Dear Mr. Reis:

We have reviewed your registration statemen t and have the following comment.  In our
comment, we may ask you to provide 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 comment applies 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 this comment,  we may have additional comments.
 General

1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, please di sclose on your prospect us cover page that
you are an emerging growth company, and revise your prospectus to:

 Describe how and when a company may lose emerging growth company status;
 Briefly describe the exemption from Sec tion 404(b) of the Sarbanes-Oxley Act of
2002; and
 State your election under Sec tion 107(b) of the JOBS Act:

David Reis Objet Ltd. July 20, 2012 Page 2

 o If you have elected to opt out
 of the extended transition period for complying with
new or revised accounting standards pursuant to Section 107(b), include a statement
that the election is irrevocable; or
o If you have elected to use th e extended transition period for complying with new or
revised accounting standards under Section 102(b )(1), provide a risk factor explaining
that this election allows you to delay the adoption of new or revised accounting
standards that have different effective da tes for public and private companies until
those standards apply to private companies.  Pl ease state in your risk factor that, as a
result of this election, yo ur US GAAP information may not be comparable to
companies that comply with public compa ny effective dates.  Include a similar
statement in your critical accounting policy disclosures.

Legal proceedings, page 151

2. We note on page 152 your disclosure regardi ng the letters received from two minority
shareholders and former directors.  With a view towards expanded disclosure, please
explain to us in detail the re visions they are demanding to be  made to the capitalization
table appearing in your registra tion statement.  Also, describe  any other remedies they are
seeking from the company.

   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.

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Marc A. Recht

(617) 937-2316

mrecht@cooley.com

July 12, 2012

VIA HAND DELIVERY AND EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:  Larry Spirgel, Assistant Director

Re:                             Objet Ltd.

Registration Statement on Form F-4

Filed June 8, 2012

File No. 333-182025

Ladies and Gentlemen,

On behalf of Objet Ltd. (the “Company”), we are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in its letter of July 5, 2012 (the “Comment Letter”) to David Reis, Chief Executive Officer of the Company, with respect to the Company’s Registration Statement on Form F-4 (the “Registration Statement”), including the proxy statement/prospectus contained therein (the “Proxy Statement/ Prospectus”), filed with the Commission on June 8, 2012.

On the date hereof, the Company is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which incorporates various revisions to the Proxy Statement/ Prospectus in response to the comments raised by the Staff in the Comment Letter.

To assist the Staff in reviewing this letter and Amendment No. 1, we will separately deliver to you, by hand, a copy of this letter, along with eight copies of Amendment No. 1 and eight marked copies of Amendment No. 1 showing changes against the originally filed Registration Statement.  If you would like to receive additional copies of any of these materials, please do not hesitate to contact us.

To facilitate the Staff’s review, we have included in this letter the captions and numbered comments from the Comment Letter in bold text and have provided the Company’s responses immediately following each numbered comment.  Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Amendment No. 1.

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.  Disclose whether it is the board of directors’ intent to re-solicit stockholder approval if either party waives

500 BOYLSTON STREET, BOSTON, MA 02116-3736  T: (617) 937-2300  F: (617) 937-2400  WWW.COOLEY.COM

material conditions.

The Company respectfully acknowledges the Staff’s comment, and, in response thereto, has revised the disclosure in the Proxy Statement/Prospectus in Amendment No. 1 to clarify that under the merger agreement, any of the closing conditions may be waived with the consent of the parties to the agreement, except those conditions that may not be waived under applicable law.

In response to the final part of the Staff’s comment, the Company has supplemented the disclosure in the Proxy Statement/Prospectus in Amendment No. 1 to indicate that under the merger agreement, to the extent that either the Company or Stratasys waives a material condition to the closing of the merger, Stratasys’ board of directors need not seek Stratasys’ stockholder approval for such waiver unless required under applicable law or the rules of the NASDAQ Stock Market. Therefore, in the event of a waiver that the Stratasys board determines does not rise to the level of materiality that would require either (i) re-solicitation of proxies under applicable law or the rules of the NASDAQ Stock Market or (ii) the amendment of the Proxy Statement/Prospectus, the Stratasys board will proceed towards completion of the merger without seeking further stockholder approval.

Risk Factors, page 17

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

2.                                      We note your disclosure that you received letters from two minority shareholders and former directors in March 2012 related to allegations of fraud, unauthorized issuances of securities and dilution of minority shareholders and backdating.  Please provide current information related to these shareholder 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 operations or financial condition.

The Company respectfully acknowledges the Staff’s comment.  In Amendment No. 1 (in the subject risk factor), the Company has provided updated information concerning the letters received by it from its minority shareholders and former directors (the “Minority Shareholder Letters”), and the Company’s responses thereto.

In addition, we note that to date no legal proceeding has been instituted by the minority shareholders referenced in the subject risk factor in relation to the allegations made in the Minority Shareholder Letters. Nevertheless, the Company believes that it is appropriate to disclose the existence of the Minority Shareholder Letters, given the nature of the claims made and the possibility of potential legal proceedings. Accordingly, the Company has described the basis for the claims under ‘Objet’s Business—Legal Proceedings” in the Registration Statement.

Specifically, the Minority Shareholder Letters allege that a series of investments in the Company during the years 2002 - 2003 were effected at a price per share that was below fair market value, thereby illegally diluting those shareholders that did not participate in the investment, including the minority shareholders.  The Minority Shareholder Letters also allege that a portion of the amount invested in these transactions was actually invested by an investor who was already a shareholder in the Company, and that the interest of such shareholder in these transactions was not disclosed to the minority shareholders at the time.

In addition, one of the Minority Shareholder Letters alleges that the Company engaged in “backdating” (this was the term used in that Minority Shareholder Letter) in that shares that the Company reported as issued in 2006 were actually issued at a subsequent date. The Company believes that this allegation is baseless.

As described in Amendment No. 1, the Company does not believe that the allegations set forth in the Minority Shareholder Letters will have a material adverse effect on the Company’s operations or financial condition, as the Company believes that the allegations are false.

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 may affect the continuation of Stratasys’ OEM agreement with Hewlett Packard, to the extent it presents a risk to Stratasys or the combined company.  We note the OEM agreement’s current term expires on December 31, 2012.

The Company respectfully acknowledges the Staff’s comment.  The Company respectfully notes that Stratasys does not expect that the continuation (and the risk of non-continuation) of its OEM agreement with HP will be impacted in any material manner by the merger.  Accordingly, while the potential non-continuation of the agreement with HP presents an independent risk that the Company and Stratasys believe should be disclosed to stockholders and investors, they do not believe that the risk relates to the merger or the combined company, and have therefore omitted references to the merger and the combined company in the risk factor. Consistent with that approach, the Company and Stratasys have included the subject risk factor among the “Risks related to Stratasys’ business and financial condition” rather than among the “Risks related to the combined company following the merger.”

Who is paying for this proxy solicitation, page 55

4.                                      We note your disclosure on page 55 that Stratasys 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 stockholders.  Please advise or revise.

The Company respectfully acknowledges the Staff’s comment and, in Amendment No. 1, has resolved the inadvertent discrepancy in the Proxy Statement/Prospectus by indicating in both parts thereof cited by the Staff that, in accordance with the terms of the merger agreement, Stratasys alone will bear the cost for the solicitation of the proxies of Stratasys stockholders.

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.”  Please 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

benefits the combined entity going forward.

The Company respectfully acknowledges the Staff’s comment and, in response thereto in Amendment No. 1, has enhanced the disclosure throughout the Proxy Statement/Prospectus to describe the additional tax and related benefits that will result on an ongoing basis, post-merger, from having Objet survive the merger as the parent company.

In particular, the Company has indicated that the proposed merger structure is aimed at preserving the tax benefits afforded to the Company under the Israeli Law for the Encouragement of Capital Investments (the “Investment Law”), under which the Company is entitled to significantly reduced corporate tax rates. The Company has added a separate cross-reference in Amendment No. 1 to the separate section of the Proxy Statement/Prospectus (“Objet’s Management’s Discussion and Analysis of Financial Condition and Results of Operations— Key Measures of Objet’s Performance— Corporate Taxes”) in which these tax benefits are described in greater detail.

The Company has furthermore noted in Amendment No. 1 that the Company’s surviving the merger as the parent company will allow the combined company to take advantage of the general lower corporate tax rates that Israeli companies enjoy relative to U.S. companies.  If Stratasys were to survive the merger as the parent company with the Company becoming a subsidiary of Stratasys, corporate income generated by the Company, upon distribution to Stratasys, would be subject to the higher U.S. corporate tax rates on the parent company level and the combined company would otherwise be restricted in its ability to develop strategies to maximize tax savings for the benefit of its shareholders.

The Agreement and Plan of Merger, page 101

6.                                      We note disclosure in the third paragraph on page 101 that suggests Stratasys shareholders may not rely on the representations, 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 reflected in public disclosures by Objet and Stratasys.” Please acknowledge that, notwithstanding the inclusion of a general disclaimer, you are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements included in the proxy statement/prospectus not misleading.  Please also revise any statements that imply that the descriptions of the representations, warranties and covenants do not constitute public disclosure, such as your statement that “Stockholders of Stratasys are not third-party beneficiaries under the merger agreement and should not rely on the representations, warranties and covenants or any description thereof…”

The Company respectfully acknowledges the Staff’s comment.  In response thereto, the Company hereby acknowledges that notwithstanding the general disclaimer included in the description of the merger agreement in the Proxy Statement/Prospectus, the Company is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements included in the Proxy Statement/Prospectus not misleading.

The Company has furthermore revised the Proxy Statement/Prospectus in Amendment No. 1 in order to revise any statements (including the statement cited by the Staff in its comment) that imply that the descriptions of the representations, warranties and covenants do not constitute public disclosure.

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 governing 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 that you do not have a written agreement.  Disclose whether the consulting agreement will continue following the merger.

In response to the Staff’s comment, the Company hereby confirms to the Staff that there is no written agreement governing the consulting arrangement between the Company and its current Chairman of the Board, Elchanan Jaglom.  The Company has furthermore revised the disclosure in the Proxy Statement/Prospectus in Amendment No. 1 to indicate explicitly that this arrangement is an oral arrangement with no written agreement, and that the arrangement will remain in place following the merger, notwithstanding Mr. Jaglom’s new position as Chairman of the Executive Committee of the combined company (in place of his current position as Chairman of the Board of the Company).

***

If you have any questions regarding the responses set forth above, or any other matters regarding Amendment No. 1, please contact the undersigned at (617) 937-2316 or Damien A. Grierson of this firm at (617) 937-2334.

Thank you for your assistance.

Sincerely,

/s/Marc   A. Recht

cc:

Kathleen   Krebs

Reid   Hooper

Robert   S. Littlepage

Joseph   Kempf

(Securities   and Exchange Commission)

David   Reis

Ilan   Levin

(Objet   Ltd.)

S.   Scott Crump

Robert   F. Gallagher

(Stratasys, Inc.)

J.   David Chertok

David   S. Glatt

Jonathan   M. Nathan

(Meitar   Liquornik Geva & Leshem Brandwein)

Timothy   Moore

(Cooley   LLP)

Eric   Honick

(McLaughlin &   Stern, LLP)

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.