EXHIBIT 4.9


Warrant No. W-AR1/00-





                                        Warrant to Purchase ________ Shares








STOCK PURCHASE WARRANT


To Purchase Common Stock ($.01 par value)


of


STRATASYS, INC.

(a Delaware corporation)





Expires October 31, 2000



<PAGE>


Warrant No. W-AR1/00-



NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), AND THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON
UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.


VOID AFTER 5:00 P.M. NEW YORK TIME, ON October 31, 2000


STRATASYS, INC.


Warrant to Purchase Shares of Common Stock




_______Shares


            THIS CERTIFIES that, for good and valuable consideration received,
_________________ (the "Holder") is entitled to subscribe for and purchase from
Stratasys, Inc., a Delaware corporation (the "Company"), upon the terms and
conditions set forth herein, at any time or from time to time until 5:00 P.M.
New York City time on October 31, 2000 (the "Expiration Date"), all or any
portion of________ shares of the Company's Common Stock, par value $.01 per
share, subject to adjustment as provided herein (the "Warrant Shares"), at a
price (the "Exercise Price") hereinafter defined and also subject to adjustment
as provided herein. This Warrant shall not be redeemable by the Company. The
term "Common Stock" as used herein shall mean the Company's Common Stock, par
value $.01 per share. This Warrant may not be sold, transferred, assigned or
hypothecated at any time, except as permitted by applicable law and the terms of
this Warrant, and the term "Holder" as used herein shall include any transferee
to whom this Warrant has been transferred.


            1. Method of Exercise. This Warrant may be exercised at any time
prior to the Expiration Date, as to the whole or any lesser number of Warrant
Shares, by the surrender of this Warrant (with the election at the end hereof
duly executed) to the Company at its office at 14950 Martin Drive, Eden Prairie,
Minnesota 55344-2020 or at such other place as may be designated in writing by
the Company, together with a certified or bank cashier's check payable to the
order of the Company in an amount equal to the Exercise Price multiplied by the
number of Warrant Shares for which this Warrant is being exercised and a written
opinion of counsel, satisfactory to the Company's counsel, to the effect that
the Warrant and the Warrant Shares have been registered under the Act or are
exempt from registration thereunder.

<PAGE>


            2. Issuance of Certificates. Upon each exercise of the Holder's
rights to purchase Warrant Shares, the Holder shall be deemed to be the holder
of record of the Warrant Shares issuable upon such exercise, notwithstanding
that the transfer books of the Company shall then be closed or certificates
representing such Warrant Shares shall not then have been actually delivered to
the Holder. As soon as practicable after each such exercise of this Warrant, the
Company shall issue and deliver to the Holder a certificate or certificates for
the Warrant Shares issuable upon such exercise, registered in the name of the
Holder or its designee. If this Warrant should be exercised in part only, upon
surrender of this Warrant for cancellation, the Company shall execute and
deliver a new Warrant evidencing the right of the Holder to purchase the balance
of the Warrant Shares (or portions thereof) subject to purchase hereunder.


            3. Recording of Transfer. Any warrants issued upon the transfer or
exercise in part of this Warrant shall be numbered and shall be registered in a
Warrant Register as they are issued. The Company shall be entitled to treat the
registered holder of any Warrant on the Warrant Register as the owner in fact
thereof for all purposes and shall not be bound to recognize any equitable or
other claim to or interest in such Warrant on the part of any other person, and
shall not be liable for any registration or transfer of warrants which are
registered or to be registered in the name of a fiduciary or the nominee of a
fiduciary unless made with the actual knowledge that a fiduciary or nominee is
committing a breach of trust in requesting such registration or transfer, or
with the knowledge of such facts that its participation therein amounts to bad
faith. This Warrant shall be transferable only on the books of the Company, at
any time on or after November 13, 1997, upon delivery thereof duly endorsed by
the Holder or by his or its duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment or authority to
transfer. In all cases of transfer by an attorney, executor, administrator,
guardian or other legal representative, duly authenticated evidence of his or
its authority shall be produced. Upon any registration of transfer, the Company
shall deliver a new warrant or warrants to the person entitled thereto. This
Warrant may be exchanged, at the option of the Holder hereof, for another
warrant, or other warrants of different denominations, of like tenor and
representing in the aggregate the right to purchase a like number of Warrant
Shares (or portions thereof), upon surrender to the Company or its duly
authorized agent. Notwithstanding the foregoing, the Company shall have no
obligation to cause this Warrant to be transferred on its books to any person
if, in the written opinion of counsel to the Company, such transfer does not
comply with the provisions of the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations thereunder.


            4. Reservation of Common Stock. The Company currently has and shall
at all times reserve and keep available out of its authorized and unissued
Common Stock, solely for the purpose of providing for the exercise of the
Warrants, such number of shares of Common Stock as shall, from time to time, be
sufficient therefor. The Company covenants that all shares of Common Stock
issuable upon exercise of this Warrant, upon receipt by the Company of the full
payment therefor, shall be validly issued, fully paid, nonassessable and free of
preemptive rights.


            5. Exercise Price; Exercise Price Adjustments.


            (a) The Exercise Price shall be $14.50.


            (b) Subject to the provisions of this Section 5, the Exercise Price
in effect from time to time shall be subject to adjustment, as follows:

<PAGE>

                  (i) In case the Company shall at any time after the date
hereof (i) declare a dividend or make a distribution on the outstanding Common
Stock payable in shares of its capital stock, (ii) subdivide the outstanding
Common Stock, (iii) combine the outstanding Common Stock into a smaller number
of shares, or (iv) issue any shares of its capital stock by reclassification of
the Common Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value, but including any such
reclassification in connection with the consolidation or merger of the Company
with or into another corporation (other than a merger in which the Company is
the continuing corporation and which does not result in any reclassification or
change of the then outstanding shares of Common Stock or other capital stock
issuable upon exercise of the Warrants)), then, in each case, the Exercise Price
in effect, and the number of shares of Common Stock issuable upon exercise of
the Warrants outstanding, at the time of the record date for such dividend or at
the effective date of such subdivision, combination or reclassification, shall
be proportionately adjusted so that the holders of the Warrants after such time
shall be entitled to receive the aggregate number and kind of shares which, if
such Warrants had been exercised immediately prior to such time, such holders
would have owned upon such exercise and immediately thereafter been entitled to
receive by virtue of such dividend, subdivision, combination or
reclassification. Such adjustment shall be made successively whenever any event
listed above shall occur.


                  (ii) Whenever there shall be an adjustment as provided in this
Section 5, the Company shall within 15 days thereafter cause written notice
thereof to be sent by registered mail, postage prepaid, to the Holder, at its
address as it shall appear in the Warrant Register, which notice shall be
accompanied by an officer's certificate setting forth the number of Warrant
Shares issuable hereunder and the exercise price thereof after such adjustment
and setting forth a brief statement of the facts requiring such adjustment and
the computation thereof, which officer's certificate shall be conclusive
evidence of the correctness of any such adjustment absent manifest error.


                  (iii) The Company shall not be required to issue fractions of
shares of Common Stock or other capital stock of the Company upon the exercise
of this Warrant. If any fraction of a share would be issuable upon the exercise
of this Warrant (or specified portions thereof), the Company may issue a whole
share in lieu of such fraction or the Company may purchase such fraction for an
amount in cash equal to the same fraction of the Current Market Price of such
share of Common Stock on the date of exercise of this Warrant.


                  (iv) The Current Market Price per share of Common Stock on any
date shall be deemed to be the average of the daily closing prices for the
thirty (30) consecutive trading days immediately preceding the date in question.
The closing price for each day shall be the last reported sales price regular
way or, in case no such reported sale takes place on such day, the closing bid
price regular way, in either case on the principal national securities exchange
on which the Common Stock is listed or admitted to trading or, if the Common
Stock is not listed or admitted to trading on any national securities exchange,
the highest reported bid price for the Common Stock as furnished by the National
Association of Securities Dealers, Inc. through NASDAQ or a similar organization
if NASDAQ is no longer reporting such information. If on any such date the
Common Stock is not listed or admitted to trading on any national securities
exchange and is not quoted by NASDAQ or any similar organization, the fair value
of a share of Common Stock on such date, as determined in good faith by the
Board of Directors of the Company, whose determination shall be conclusive
absent manifest error, shall be used.


                  (v) No adjustment in the Exercise Price shall be required if
such adjustment is less than $0.05; provided, however, that any adjustments
which but for this paragraph 5(b)(v) would be required to be made shall be
carried forward and taken into account in any subsequent adjustment. All
calculations under this Section 5 shall be made to the nearest cent.


                  (vi) Upon each adjustment of the Exercise Price as a result of
the calculations made in this Section 5, the Warrants shall thereafter evidence
the right to purchase, at the adjusted Exercise Price, that number of

<PAGE>


shares of Common Stock (calculated to the nearest hundredth) obtained by
dividing (i) the product obtained by multiplying the (A) number of shares of
Common Stock purchasable upon exercise of the Warrants prior to adjustment of
the number of shares of Common Stock by (B) the Exercise Price in effect prior
to adjustment of the Exercise Price, by (ii) the Exercise Price in effect after
such adjustment of the Exercise Price.


            6. Reorganizations.


            (a) In case of any consolidation or merger of the Company with or
into another corporation (other than a merger or consolidation in which the
Company is the surviving or continuing corporation and which does not result in
any reclassification of the outstanding shares of Common Stock or the conversion
of such outstanding shares of Common Stock into shares of other stock or other
securities or property), or in case of any sale, lease or conveyance to another
corporation of the property and assets of any nature of the Company as an
entirety or substantially as an entirety (such actions being hereinafter
collectively referred to as "Reorganizations"), there shall thereafter be
deliverable upon exercise of this Warrant (in lieu of the number of shares of
Common Stock theretofore deliverable) the kind and amount of shares of stock or
other securities, cash or other property which would otherwise have been
deliverable to a holder of the number of shares of Common Stock upon the
exercise of this Warrant upon such Reorganization if this Warrant had been
exercised in full immediately prior to such Reorganization. In case of any
Reorganization, appropriate adjustment, as determined in good faith by the Board
of Directors of the Company, shall be made in the application of the provisions
herein set forth with respect to the rights and interests of the Holder so that
the provisions set forth herein shall thereafter be applicable, as nearly as
possible, in relation to any shares or other property thereafter deliverable
upon exercise of this Warrant. Any such adjustment shall be made by and set
forth in a supplemental agreement between the Company, or any successor thereto,
and the Holder and shall for all purposes hereof conclusively be deemed to be an
appropriate adjustment. The Company shall not effect any such Reorganization
unless upon or prior to the consummation thereof the successor corporation, or
if the Company shall be the surviving corporation in any such Reorganization and
is not the issuer of the shares of stock or other securities or property to be
delivered to holders of shares of the Common Stock outstanding at the effective
time thereof, then such issuer, shall assume by written instrument the
obligation to deliver to the Holder such shares of stock, securities, cash or
other property as the Holder shall be entitled to purchase in accordance with
the foregoing provisions.


            (b) In case of any reclassification or change of the shares of
Common Stock issuable upon exercise of this Warrant (other than a change in par
value or from no par value to a specified par value, or as a result of a
subdivision or combination, but including any change in the shares into two or
more classes or series of shares), or in case of any consolidation or merger of
another corporation into the Company in which the Company is the continuing
corporation and in which there is a reclassification or change (including a
change to the right to receive cash or other property) of the shares of Common
Stock (other than a change in par value, or from no par value to a specified par
value, or as a result of a subdivision or combination, but including any change
in the shares into two or more classes or series of shares), the Holder shall
have the right thereafter to receive upon exercise of this Warrant solely the
kind and amount of shares of stock and other securities, property, cash or any
combination thereof receivable upon such reclassification, change, consolidation
or merger by a holder of the number of shares of Common Stock for which this
Warrant might have been exercised immediately prior to such reclassification,
change, consolidation or merger. Thereafter, appropriate provision shall be made
for adjustments which shall be as nearly equivalent as practicable to the
adjustments in Section 5.


            (c) The above provisions of this Section 6 shall similarly apply to
successive reclassifications and changes of shares of Common Stock and to
successive consolidations, mergers, sales, leases, or conveyances.


            7. Notice of Certain Events. In case at any time any of the
following occur:

<PAGE>


            (a) The Company shall take a record of the holders of its shares of
Common Stock for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the
Company; or


            (b) The Company shall offer to all the holders of its Common Stock
any additional shares of capital stock of the Company or securities convertible
into or exchangeable for shares of capital stock of the Company, or any option,
right or warrant to subscribe therefor; or


            (c) The Company shall take any action to effect any reclassification
or change of outstanding shares of Common Stock or any consolidation, merger,
sale, lease or conveyance of property, described in Section 6; or


            (d) The Company shall take any action to effect any liquidation,
dissolution or winding-up of the Company or a sale of all or substantially all
of its property, assets and business;


then, and in any one or more of such cases, the Company shall give written
notice thereof, by registered mail, postage prepaid, to the Holder at the
Holder's address as it shall appear in the Warrant Register, mailed at least
fifteen (15) days prior to (i) the date as of which the holders of record of
shares of Common Stock to be entitled to receive any such dividend,
distribution, rights, warrants or other securities are to be determined, (ii)
the date on which any such offer to holders of Common Stock is made, or (iii)
the date on which any such reclassification, change of outstanding shares of
Common Stock, consolidation, merger, sale, lease, conveyance of property,
liquidation, dissolution or winding-up is expected to become effective and the
date as of which it is expected that holders of record of shares of Common Stock
shall be entitled to exchange their shares for securities or other property, if
any, deliverable upon such reclassification, change of outstanding shares,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution or winding-up.


            8. Taxes. The issuance of any shares or other securities upon the
exercise of this Warrant and the delivery of certificates or other instruments
representing such shares or other securities shall be made without charge to the
Holder for any tax (other than income tax) or other charge in respect of such
issuance. The Company shall not, however, be required to pay any tax which may
be payable in respect of any transfer involved in the issue and delivery of any
certificate in a name other than that of the Holder and the Company shall not be
required to issue or deliver any such certificate unless and until the person or
persons requesting the issue thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company that
such tax has been paid.


            9. Legend. Unless registered under the Securities Act of 1933, as
amended, the Warrant Shares issued upon exercise of the Warrant shall bear the
following legend:


THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, OR
OTHERWISE DISPOSED OF BY THE HOLDER EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND IN
COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE WITH RESPECT THERETO OR
IN ACCORDANCE WITH AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE ISSUER THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND ALSO MAY

<PAGE>


NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH ANY
APPLICABLE RULES OF THE SECURITIES AND EXCHANGE COMMISSION.


            10. Replacement of Warrants. Upon receipt of evidence satisfactory
to the Company of the loss, theft, destruction or mutilation of any Warrant (and
upon surrender of any Warrant if mutilated), and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute and deliver
to the Holder thereof a new Warrant of like date, tenor and denomination.


            11. No Rights as Stockholder. The Holder of any Warrant shall not
have, solely on account of such status, any rights of a stockholder of the
Company, either at law or in equity, or to any notice of meetings of
stockholders or of any other proceedings of the Company, except as provided in
this Warrant.


            12. Registration Rights. The Holder is entitled to the registration
rights set forth in Article VI of the Subscription Agreement to which this
Warrant is attached, which Article VI is incorporated herein by reference.


            13. Notices. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to have been
duly made when delivered, or mailed by registered or certified mail, return
receipt requested:


            (a) If to the registered Holder of this Warrant, to the address of
such Holder as shown on the books of the Company; or


            (b) If to the Company, to the address set forth in Section 1 of this
Warrant or to such other address as the Company may designate by notice to the
Holder.


            14. Successors. All the covenants, agreements, representations and
warranties contained in this Warrant shall bind the parties hereto and their
respective heirs, executors, administrators, distributees, successors and
assigns.


            15. Headings. The Article and Section headings in this Warrant are
inserted for purposes of convenience only and shall have no substantive effect.


            16. Governing Law. This Warrant shall be construed in accordance
with the laws of the State of New York applicable to contracts made and
performed within such State, without regard to principles of conflicts of law.


            17. Modification of Agreement. This Warrant shall not be modified,
supplemented or amended in any respect unless such modification, supplement or
amendment is in writing and signed by the Company and the Holder of this Warrant
and Holders of any portion of the Warrant subsequently assigned or transferred
in accordance with the terms of this Warrant.


            18. Consent to Jurisdiction. The Company and the Holder irrevocably
consent to the jurisdiction of the courts of the State of New York and of any
federal court located in such State in connection with any action or proceeding
arising out of or relating to this Warrant, any document or instrument delivered
pursuant to, in

<PAGE>


connection with or simultaneously with this Warrant, or a breach of this Warrant
or any such document or instrument. In any such action or proceeding, the
Company waives personal service of any summons, complaint or other process and
agrees that service thereof may be made in accordance with Section 12 hereof.


            IN WITNESS WHEREOF, the undersigned has executed this instrument as
of the date set forth below.




Dated:  March 20, 1998

          STRATASYS, INC.







           By:  /s/ S. Scott Crump

                    S. Scott Crump

                    President

<PAGE>


FORM OF ASSIGNMENT



            (To be executed by the registered Holder if such Holder desires to
transfer the attached Warrant. Pursuant to the terms of the attached Warrant,
such transfer may not be effected prior to __________________).



            FOR VALUE RECEIVED, _______________________ hereby sells, assigns,
and transfers unto _________________, having an address at ____________________
_______________________, the attached Warrant (having an Exercise Price defined
therein) to the extent of the right to purchase ____________ shares of Common
Stock, $.01 par value per share, of Stratasys, Inc. (the "Company"), together
with all right, title, and interest therein, and does hereby irrevocably
constitute and appoint _________________ as attorney to transfer such Warrant on
the books of the Company, with full power of substitution.




Dated: _______________, 199__

                                          ------------------------------------

                                          Print name of holder of Warrant



                                          By:


                                          Name:


                                          Title:



NOTICE


            The signature on the foregoing Assignment must correspond to the
name as written upon the face of this Warrant in every particular, without
alteration or enlargement or any change whatsoever.

<PAGE>


To:  Stratasys, Inc.

     14950 Martin Drive

     Eden Prairie, Minnesota  55344-2020



            The undersigned hereby exercises its right to purchase _________
Warrant Shares covered by the within Warrant and tenders payment herewith in the
amount of $_____________ in accordance with the terms thereof, and requests that
certificates for such securities be issued in the name of, and delivered to:





(Print Name, Address and Social Security

or Tax Identification Number)


and, if such number of Warrant Shares shall not be all the Warrant Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.




            By signing below, the undersigned certifies that the undersigned has
obtained an opinion of counsel, satisfactory to the counsel of Stratasys, Inc.,
to the effect that the Warrant and the Warrant Shares have been registered under
the Act or are exempt from registration thereunder.




Dated:__________________             Name:

                                            (Print)



                                            (Signature)


                                            (Signature must conform to the name
                                            of the Warrant Holder specified on
                                            the face of the Warrant)


                                     Address: