Exhibit 14.1



Code of Business Conduct and Ethics

Stratasys,
Inc. (the Company) has adopted the following Code of Business Conduct and
Ethics (the Code) for all directors, officers and employees of the Company.
This Code is intended to deter wrongdoing and to promote:

- Honest and ethical conduct, including the ethical handling of apparent
or actual conflicts of interest between personal and professional relationships;
- Compliance with applicable governmental laws, rules and regulations;
- Full, fair, accurate, timely, and understandable disclosure in our
filings with and submissions to the Securities and Exchange Commission and in
other public communications;
- Prompt internal reporting of violations of this Code; and
- Accountability for adherence to this Code.

You must comply with the letter and
spirit of this Code.

No code or
policy can anticipate every situation that may arise or replace the thoughtful
behavior of an ethical individual. Directors and executive officers are
encouraged to bring questions about particular circumstances that may implicate
one or more of the provisions of this Code to the attention of the Chairman of
the Nominating and Corporate Governance Committee, and employees are encouraged
to bring such questions to any company vice president (any of whom, a
Compliance Chief).

1.CONFLICT OF INTEREST

You must
avoid any conflicts of interest between your personal interests and the
Companys interests. Any situation that involves, or may reasonably be expected
to involve, a conflict of interest with the Company, should be disclosed
promptly to a Compliance Chief. A conflict of interest can occur when:

- Your personal interest is adverse toor may appear to be adverse
tothe interests of the Company as a whole.
- As
a result of your position with the Company, you or a family member (i.e., a
spouse, parent, child or sibling, whether by blood, marriage or adoption, or
anyone residing in your home) receives personal benefitsfrom the Company, any
of its vendors, suppliers or customers, or anyone else with whom the Company
does businessthat have not been duly authorized and approved pursuant to
Company policy and procedure or that could be expected to affect your business
judgment on behalf of the Company.

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Some of the more common conflicts
which you should avoid are listed below:

- Relationship of Company with third-partiesYou may not receive a personal
  benefit from a person or firm that is seeking to do business or to retain
  business with the Company.
- Compensation from non-Company
  sourcesYou may not accept compensation (in any form) for services performed
  for the Company from any source other than the Company.
- GiftsYou may not offer, give or
  receive gifts from persons or entities who deal with the Company in those
  cases where any such gift is being made in order to influence your actions, or
  where acceptance of the gifts could create the appearance of a conflict of
  interest.
- Personal use of Company
  assetsYou may not use Company assets, labor or information for personal use
  unless approved by a Compliance Chief, or as part of a compensation or expense
  reimbursement program available to all directors, officers and/or employees,
  as the case may be.

2.CORPORATE OPPORTUNITIES

You are prohibited from:

- Taking for yourself opportunities that are discovered through the use
  of Company property, Company information or your position with the Company;
- Using the Companys property or information for personal gain; or
- Competing with the Company for business opportunities.

However, if
the Companys disinterested directors determine that the Company will not pursue
an opportunity that relates to the Companys business, you may then do so.

3.CONFIDENTIALITY

You must
maintain the confidentiality of information entrusted to you by the Company and
any other confidential information about the Company that comes to you, from
whatever source, in your capacity as a director, officer or employee of the
Company, except when disclosure is authorized or legally mandated.

For purposes
of this Code, confidential information includes all non-public information
relating to the Company.

4.COMPLIANCE WITH LAWS, RULES AND
REGULATIONS; FAIR DEALING

You must comply with laws, rules and
regulations applicable to the Company, including insider trading laws.

You must deal fairly with the
Companys customers, suppliers, competitors and employees.

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5.DISCLOSURE REPORTING

The
information you provide to the Company and its independent auditors in
connection with the Companys preparation of its filings with and submissions to
the Securities and Exchange Commission (the S.E.C.) and other public
communications (such as press releases) must be:

- Complete;
- Fair;
- Accurate;
- Timely;
  and
- Understandable.

6.ENCOURAGING THE REPORTING OF ANY ILLEGAL OR
UNETHICAL BEHAVIOR

You are
encouraged to talk to a Compliance Chief when in doubt about the best course of
action in a particular situation.

You are encouraged to report
violations of laws, rules, regulations or this Code to a Compliance Chief.

You are
encouraged to report to the Companys Audit Committee any concerns you have
regarding the Company concerning fraud, accounting, internal accounting
controls, or auditing matters.

The Company will not allow
retaliation against anyone for reports made in good faith.

7.COMPLIANCE STANDARDS

You should
communicate any suspected violations of this Code promptly to a Compliance
Chief. Violations will be investigated by the Board of Directors or by persons
designated by the Board of Directors, and appropriate disciplinary action will
be taken in the event of any violations of this Code, including termination of
employment or, in the case of any director, refusal by the nominating committee
(or the entire Board or another committee performing a similar function) to
nominate such director for re-election.

8.WAIVER OF CODE OF BUSINESS CONDUCT AND ETHICS

Any waiver
of this Code for any director or executive officer may be made only by the Board
of Directors and must be disclosed either on a Current Report on Form 8-K within
the period required by that Form or in any other manner permitted by the S.E.C.
or Nasdaq.

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