Exhibit 3.1

RESTATED CERTIFICATE OF INCORPORATION

Of

STRATASYS, INC.

It is hereby certified that:

A.The
present name of the corporation is Stratasys, Inc. (the Corporation), which is
the name under which the Corporation was originally incorporated. The date of
filing of the original certificate of incorporation of the Corporation with the
Secretary of State of Delaware was August 8, 1989.

B.The
certificate of incorporation of the Corporation is hereby amended by striking
out Articles First through Eighth of such Certificate (including Section (1)
through (10) of Article Eighth) in their entirety and by substituting in lieu
thereof new Sections 1 through 9, which are contained in the Restated
Certificate of Incorporation hereinafter set forth.

C.The
provisions of the certificate of incorporation of the Corporation as heretofore
amended and supplemented, and as herein amended, are hereby restated and
integrated into the single instrument that is hereinafter set forth and that is
entitled Restated Certificate of Incorporation of Stratasys, Inc., without any
further amendments other than the amendments herein certified.

D.The
amendments and the restatement of the certificate of incorporation herein
certified have been duly adopted by the stockholders of the Corporation in
accordance with the provisions of sections 228, 242, and 245 of the General
Corporation Law of the State of Delaware. Prompt written notice of the adoption
of the amendments and of the restatement of the certificate of incorporation
therein certified has been given to those stockholders who have not consented in
writing thereto, as provided in Section 228 of such General Corporation
Law.

E.The certificate of incorporation of the
Corporation, as amended and restated herein, shall at theeffective time of this Restated Certificate of Incorporation,
read as follows:

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STRATASYS, INC. AND SUBSIDIARIES



RESTATED CERTIFICATE OF INCORPORATION OF

STRATASYS, INC.

1.The name of the corporation is Stratasys,
Inc. (the Corporation).

2.The registered office of the Corporation
within the State of Delaware is to be located c/o ThePretence-Hall Corporation System, Inc., 32 Loockerman Square, Suite
L-100, Dover, Kent County, Delaware19901. The
name of its registered agent at that address is The Prentice-Hall Corporation
System, Inc.

3.The
purpose of the Corporation is to conduct and promote any lawful business or
purposes and to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of the State of
Delaware.

4. The total
number of shares of stock that the Corporation shall have authority to issue is
thirty million (30,000,000) shares, all of which shall be Common Stock with a
par value of $.01 per share.

5.The
personal liability of the directors of the Corporation is hereby eliminated and
limited to the fullest extent permitted by the law of the State of Delaware,
including Section 102(b)(7) of the Delaware General Corporation Law, as the same
may be amended or supplemented. A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the directors duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law or (iv) for any transaction for which the
director derived an improper personal benefit.

6.The Corporation shall, to the fullest
extent permitted by the law of the State of Delaware, includingSections 102(b)(7) and 145 of the Delaware General Corporation
Law, as the same may be amended or supplemented, indemnify any and all persons
whom it shall have power to indemnify under such law from and against any and
all of the expenses, liabilities or other matters referred to in or covered by
such law. The indemnification provided for herein shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any law,
By-law, agreement, vote of stockholders or of disinterested directors or
otherwise, both as to action in such persons official capacity and as to action
in any other capacity while holding such office, and such indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent of the Corporation and shall inure to the benefit of the heirs, executors
and administrators of such a person.

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STRATASYS, INC. AND SUBSIDIARIES

7.Election of directors need not be by ballot, unless the Bylaws of the
Corporation shall so provide. In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors is
expressly authorized and empowered, without assent or vote of the stockholders
of the Corporation, to make, alter, amend and repeal the Bylaws of the
Corporation in any manner not inconsistent with the laws of the State of
Delaware or this Restated Certificate of Incorporation of the
Corporation.

8.From time to time, any of the provisions of this Restated Certificate of
Incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at that time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time covered upon the stockholders of the Corporation by this
Restated Certificate of Incorporation are granted subject to the provisions of
such laws.

IN WITNESS WHEREOF, I have signed
this certificate as of the 28thday of October, 1994.

| | /s/ S. Scott
      Crump | 
| | ------------------------ | 
| | S.
      Scott Crump    
| | President               

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