EXHIBIT 4.3


           Amendment No. 3 to Helisys, Inc. 1995 Stock Incentive Plan



                                February 4, 1998



1.   Section 4.1 is amended in its entirety to read as follows:

     "4.1 SHARES SUBJECT TO THE PLAN.  A total of 1,500,000 shares of Common
     Stock may be issued under the Plan, subject to adjustment as to the number
     and kind of shares pursuant to Section 4.2 hereof.  For purposes of this
     limitation, in the event that (a) all or any portion of any Option or Right
     to Purchase granted or offered under the Plan can no longer under any
     circumstances be exercised, or (b) any shares of Common Stock are
     reacquired by the Company pursuant to an Incentive Option Agreement,
     Nonqualified Option Agreement or Stock Purchase Agreement, the shares of
     Common Stock allocable to the unexercised portion of such Option or such
     Right to Purchase, or the shares so reacquired, shall again be available
     for grant or issuance under the Plan."