SecProbe.io

Mail Stop 4561         May 27, 2010  Abraham N. Reichental Chief Executive Officer 3D Systems Corporation 333 Three D Systems Circle Rock Hill, Sout h Carolina 29730

Re: 3D Systems Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2009
Filed February 24, 2010 File No. 001-34220

Dear Mr. Reichental:
We have reviewed the above-referenced f iling and have the following comments.
If indicated, we think you should revise your  document in response to these comments.
If you disagree, we will consider your e xplanation as to why our comments are
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we  may ask you to provide us with supplemental
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the Fiscal Year Ended December 31, 2009

Consolidated Financial Statements
 Note 6.  Intangible Assets, page F-20

1. Tell us your consider ation of disclosing the weight ed-average amortization period
and the estimated amortization expense over the next five years for the non-
compete agreements.  We refer you FASB ASC 350-30-50.

Abraham N. Reichental
3D Systems Corporation May 27, 2010 Page 2  Note 14.  Stock-Based Compensation a nd Stockholders’ Rights Plan, page F-24

2. Tell us your consider ation of providing a ll the disclosures required by FASB ASC
718-10-50 for the awards issued under your  2004 Stock Plan.  As part of your
response, explain whether you estimate the fair value of the awards granted under
the 2004 Stock Plan using a valuation techni que such as an option pricing model.
We refer you to FASB ASC 718-10-30.

Note 18.  Computation of Net Inco me (Loss) per Share, page F-29
 3. You have not disclosed whether any poten tially dilutive shares were excluded
from the calculation of diluted earnings per share as of December 31, 2009.  Tell
us how you considered the awards is sued under your 2004 Stock Plan and
previous stock option plans when determini ng the potentially dilutive shares to be
included in diluted earnings per share as of December 31, 2009.  We refer you to
the guidance in FASB ASC 260-10-10- 2 and FASB ASC 260-10-45-22 through
45-32.
 Part III (Incorporated by reference from the Definitive Proxy Statement filed on March
31, 2010

Security Ownership of Certain Benefi cial Owners and Management, page 7

4. We note the statement in footnote 1 to th e beneficial ownership table that the
common stock amounts provided in the ta ble include, with respect to the
stockholder in question, common stock issuable upon exercise of vested  options.
We also note the statements in several of the other footnotes that  shares attributed
to a particular stockholder include  shares of common stock covered by
outstanding options that are currently  exercisable .  Please confirm, and state in
future filings, that the shares listed in the table include shares the named persons or entities have a right to acquire with in sixty days. See Item 403 of Regulation S-
K and Rule 13d-3(d)(1) under the Exchange Act.
 Proposal One

 Election of Directors, page 10

5. We note your statement in this section th at your board “believes that each of the
nominees for director is we ll qualified to continue to serve as a director of the
company.”  With a view toward providing enhanced disclosure in future filings, please identify for each director nominee th e particular experience, qualifications,
attributes or skills that led your board to conclude that the individual should serve
as a director.  Refer to Item 401(e)(1 ) of Regulation S-K and Question 116.05 of
our Regulation S-K Complianc e and Disclosure Interpretations, available on our
website.

Abraham N. Reichental
3D Systems Corporation May 27, 2010 Page 3  Corporate Governance Matters

 Board Leadership Structure, page 13

6. You indicate in this section that you belie ve the separation of the positions of
Chairman and Chief Executive Officer has been beneficial to your company, although your board does not view any part icular board leadership structure as
preferable.  With a view toward providi ng enhanced disclosure in future filings,
please explain why you believe that your  current leadership structure is
appropriate given your specifi c characteristics and/or circ umstances.  Also, please
discuss the extent of the board's role in ri sk oversight and the e ffect that this has
on the board's leadership structure.  Refe r to Item 407(h) of Regulation S-K.
 Related Party Transactions Po licies and Procedures, page 17

7. We note your disclosure in this sectio n that in adopting your related party
transaction policy, your board preapproved ce rtain types of transactions even if
the amounts involved exceed $120,000.  We also note the statement in this section that “no transactions that would const itute related-party transactions were
considered by the Board or any of its  committees since the beginning of 2009.”
Please clarify whether the company enga ged in any transa ctions since the
beginning of fiscal 2009 that are required to be disclo sed under Item 404(a) of
Regulation S-K.
 Director Compensation for 2009, page 18

8. The director compensation table indicates  that Messrs. Curr an and Kever were
paid $39,663 and $50,364, respectively, in fees  for their services as directors
during fiscal 2009.  In light of the direct ors’ fees disclosed on page 19, however,
it is unclear how these two directors earne d the amounts disclosed in the table.
Please advise.
 Employee Compensation and Attendant Risks, page 22

9. We note your statement in this section th at you believe “there are no substantial
risks associated with our compensation pr actices and that any such risks that do
exist are not reasonably likely to result in a material adverse effect on us.”  Please
advise us of the basis for this conclu sion and describe the process you undertook
to reach it.
 Employment and Other Agreements with NEOs, page 36

10. We note from the disclosure in this secti on that you have ente red into a consulting
arrangement with Mr. Hull and a severance arrangement with Mr. McAlea.  No documentation related to these arrangements, or descriptio ns, appear to have been

Abraham N. Reichental
3D Systems Corporation May 27, 2010 Page 4
filed as exhibits to your Form 10-K or in corporated by reference.  Please advise.
Refer to Item 601(b)(10)(iii)(A).

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with ma rked copies of any amendment to expedite
our review.  Please furnish a cover letter that  keys your response to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
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 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Abraham N. Reichental
3D Systems Corporation May 27, 2010 Page 5
 You may contact Morgan Youngwood, Staff Accountant,  at (202) 551-3459 if
you have any questions regard ing comments on the financia l statements and related
matters.  Please address questions regardi ng all other comments to Matt Crispino, Staff
Attorney, at (202) 551-3456 or Barbara Jacobs, Assi stant Director at (202) 551-3735.  If
you need further assistance, you ma y contact me at (202) 551-3730.
            S i n c e r e l y ,           Stephen Krikorian
Accounting Branch Chief