SecProbe.io

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 3D Systems Corporation
 333 Three D Systems Circle
 Rock Hill, South Carolina 29730
 May 22, 2026 VIA EDGAR AND
 E-MAIL U.S. Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549-7561 Attention: Jan Woo

 Re:
 3D Systems Corporation
 Registration Statement on Form S-3
 File No. 333-296180 Ladies and
Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, 3D Systems Corporation (the “ Company ”) hereby
requests that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-296180) be accelerated by the U.S. Securities and Exchange
Commission so that it will be declared effective at 5:00 PM Eastern Time on May 27, 2026, or as soon as possible thereafter. Please contact Lawton B. Way
at (804) 775-4711 or Christian M. Knoble at (704) 343-2354 of McGuireWoods LLP with any questions you may have concerning this request, and please notify either or both
of them when this request for acceleration has been granted.

 Very truly yours,
 3D Systems Corporation

 By:

 /s/ Andrew W.B. Wright

 Name:

 Andrew W.B. Wright

 Title:

 Senior Vice President, General Counsel and Secretary

 cc:

 McGuireWoods LLP

 Lawton B. Way, Esq. W. Lake Taylor, Jr.,
Esq. Christian M. Knoble, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 20, 2026

Dr. Jeffrey A. Graves
Chief Executive Officer
3D Systems Corporation
333 Three D Systems Circle
Rock Hill, South Carolina 29730

 Re: 3D Systems Corporation
 Draft Registration Statement on Form S-3
 Submitted April 17, 2026
 CIK No. 0000910638
Dear Dr. Jeffrey A. Graves:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Please contact Jan Woo at 202-551-3453 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Lawton B. Way
</TEXT>
</DOCUMENT>

Mail Stop 4561
July 20, 2017

Vyomesh I. Joshi
Chief Executive Officer
3D Systems Corporation
333 Three D Systems Circle
Rock Hill, South Carolina 29730

Re: 3D Systems Corporation
 Form 10 -K for the Fiscal Year Ended December 31, 2016
Filed February 28, 2017
File No. 001 -34220

Dear Mr. Joshi :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

 /s/ Craig D. Wilson

Craig D. W ilson
Senior Assistant Chief Accountant

CORRESP
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CORRESP

 ANDREW M. JOHNSON

               DIRECT DIAL: +1 803.326.4003

Executive Vice President,

 Chief Legal Officer &
Secretary

 333 Three D Systems Circle

 Rock Hill, SC 29730

 July 6, 2017

 VIA UPS

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Mail Stop 4561

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Mr. Stephen Krikorian

Re:
3D Systems Corporation

Form 10-K for the Fiscal Year ended December 31, 2016

Filed February 28, 2017

Form 8-K

Furnished May 3, 2017

File No. 001-34220

 Gentlemen:

On behalf of 3D Systems Corporation (the “Company”), I hereby respond to the comment of the staff (the “Staff”) of the Securities and
Exchange Commission (the “SEC”) to the above-referenced filing set forth in its comment letter dated June 22, 2017 (the “Comment Letter”).

In connection with its response, the Company acknowledges that:

•

It is responsible for the adequacy and accuracy of the disclosure in the filings;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the filings; and

•

The Company may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

For convenience of reference, I have set forth below the text of the comment in the Comment Letter in bold, italicized text before the response to the
comment. In addition, I have conformed the section heading and paragraph numbers to those in the Comment Letter.

 Form 10-K for the Fiscal Year
Ended December 31, 2016

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Other Financial Information, page 36

1.
We note that you present a full non-GAAP income statement when reconciling non- GAAP measures to the most directly comparable GAAP measures here and in your earnings releases furnished on Form 8-K. In your next
earnings release, please reconcile without presenting a full non-GAAP income statement. We refer you to Question 102.10 of the updated Non-GAAP and Disclosure Interpretations on May 17, 2016.

In response to the Staff’s comment, in future filings and earnings releases the Company will provide a reconciliation in such manner that
does not present a full non-GAAP income statement.

 Consolidated Financial Statements

Consolidated Statements of Operations and Comprehensive Loss, page F-5

2.
With a view toward future disclosures, please tell us the amount of depreciation and amortization that is directly attributable to the generation of revenue. Explain how your presentation complies with the
guidance in SAB Topic 11.B.

 The Company does include all depreciation and amortization from assets attributable to
the generation of revenue in the Cost of Sales line item in the statement of operations. Accordingly, the Company complies with the guidance provided in SAB Topic 11.B. The Company also includes depreciation and amortization related to assets that
are not attributable to the generation of revenue in the Research and Development and Selling and General Administrative line items in the statement of operations. This allocation is based upon the nature and use of the assets generating the
depreciation and amortization expense. The Company will revise its disclosures of Significant Accounting Policies in future filings to more clearly describe its allocation methodology related to depreciation.

Note 2 Significant Accounting Policies

Inventories, page F-10

3.
We note that you disclose the amount of inventory reserves on your consolidated balance sheets and elsewhere in the filing. Please tell us how your inventory valuation policy complies with the guidance in SAB
Topic 5 (BB) and ASC 330-10-35-14. That is, such reserves should establish a new cost basis and therefore, reserve balances as of the year end should not be reflected in a separate account.

As disclosed under the “Inventories” subheading in the Significant Accounting Policies footnote (Note 2), the Company values
inventories at the lower of cost or net realizable value. Inventory items are reviewed periodically to ensure that cost remains an appropriate measure by which they should be valued. For certain inventory items, the Company reduces the carrying
value based upon estimated net realizable value. In accordance with the guidance in SAB Topic 5 (BB) and ASC 330-10-35-14, once the carrying value of the inventory item has been marked down, there are no future adjustments to increase the value of
that inventory item. The Company will revise its disclosures in future filings so that its policy is more clearly stated.

 Note 21 Segment Information, page F-31

4.
With a view toward future disclosures, please tell us the amount of revenues and long- lived assets for the United States, your country of domicile. We refer you to ASC 280-10-50-41.

In response to the Staff’s comment, in future filings, the Company will separately disclose the amount of revenues and long-lived assets
for the United States, the Company’s country of domicile.

 Note 22 Commitments and Contingencies

Litigation, page F-34

5.
We note from your disclosures that although you cannot predict the results of litigation with certainty, you believe that the disposition of these legal matters will not have a material adverse effect on your
consolidated results of operations or consolidated financial position. Please explain why you have omitted the statement of cash flows or revise future filings to include this financial statement. Please also clarify in your response and future
filings whether your belief that the legal matters will not have a material adverse effect pertains only to the “other legal matters incidental to [your] business” referenced in the preceding sentence or to all legal proceedings, including
the ones specifically described in Note 22.

 It was not the intent of the Company to either omit the statement of
cash flows or to imply that only “other legal matters incidental to [its] business” would not have a material adverse impact to the Company’s financial statements. In response to the Staff’s comment, the Company will revise its
disclosure in future filings to include a reference to the statement of cash flows and clearly describe the expected impact of all legal proceedings to the Company’s financial statements.

Form 8-K furnished on May 3, 2017

6.
It appears you omit a quantitative reconciliation with respect to your forward looking non-GAAP guidance in reliance on the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K.
In your next earnings release, please follow the guidance in Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

The Company respectfully refers the Staff to its disclosures in Schedule 3 of Exhibit 99.1 and slide 24 of Exhibit 99.2, each filed with the
Company’s Form 8-K furnished on May 3, 2017, where the Company provides the quantitative reconciliation of its forward

looking non-GAAP guidance to its forward looking GAAP guidance. The Company notes the Staff’s comment and will continue to disclose this information in its future filings when applicable.

 * * * * * *

 We deeply appreciate the
Staff’s availability by phone to further assist the Company and trust that the foregoing adequately responds to the comments.

 Please do not hesitate
to contact me at (803) 326-4003 if you have any questions regarding our responses. We would welcome the opportunity to discuss this matter if not addressed to your satisfaction above with appropriate persons on the Staff with the objective of
resolving any remaining open concerns of the Staff.

Very truly yours,

/s/ Andrew M. Johnson

Andrew M. Johnson

 Executive Vice President, Chief Legal Officer and

Secretary

 cc:    Vyomesh I. Joshi

Mail Stop 4561
June 22, 2017

Vyomesh I. Joshi
Chief Executive Officer
3D Systems Corporation
333 Three D Systems Circle
Rock Hill, South Carolina 29730

Re: 3D Systems Corporation
 Form 10 -K for the Fiscal Year Ended December 31, 2016
Filed February 28, 2017
Form 8 -K
Furnished  May 3, 2017
File No. 001 -34220

Dear Mr. Joshi :

We have reviewed your filings  and have the following comments.  In some of our
comments, we may ask yo u to provide us with information so we may better understand your
disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe o ur
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2016

Item 7. Manage ment’s Discussion and Analysis of Financial Condition and Results of
Operations

Other Financial Information, page 36

1. We note that y ou present a full non -GAAP income statement when reconciling non -
GAAP measures to the most directly comparable GAAP measures  here and in your
earnings releases furnished on Form 8 -K. In your next earnings release, p lease reconcile
without presenting a full non -GAAP income statement . We refer you to  Question

Vyomesh I. Joshi
3D Systems Corporation
June 22, 2017
Page 2

 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on
May 17, 2016.

Consolidated Financial Statements

Consolidated Statements of Operations and Comprehensive Loss, page F -5

2. With a view toward future discl osures, please tell us the amount  of depreciation and
amortization that is directly attributable to the generation of revenue .  Explain how your
presentation complies with the guidance in SAB Topic 11.B .

Note 2 Significant Accounting Policies

Inventories , page F -10

3. We note that you disclose the amount of inventory reserves on your consolidated
balance sheets  and elsewhere in the filing .  Please tell us how your inventory valuation
policy complies with the guidance in SAB Topic 5 (BB) and ASC 330 -10-35-14.  That
is, such reserves should  establish a new cost basis and  therefore, reserve balances as of
the year end should not be reflected in a separate account.

Note 21 Segment Information, page F -31

4. With a view to ward  future disclosures, please tell us t he amount of revenues and long -
lived assets for the United States, your country of domicile.  We refer you to ASC 280 -
10-50-41.

Note 22 Commitments and Contingencies

Litigation, page F -34

5. We note from your disclosures that although you cannot predict th e results of litigation
with certainty, you believe that the disposition of these legal matters will not have a
material adverse effect on your consolidated results of operations or consolidated
financial position.  Please explain why you have omitted the statement of cash flows or
revise future filings to include this financial statement.  Please also clarify in your
response and future filings whether your belief that the legal matters will not have a
material adverse effect pertains only to the “other legal matters incidental to [your]
business” referenced in the preceding sentence or to all legal proceedings, including the
ones s pecifically described in Note 22 .

Vyomesh I. Joshi
3D Systems Corporation
June 22, 2017
Page 3

 Form 8 -K furnished on May 3 , 2017

6. It appears you omit a quantitative reconciliation with respect to your forward looking
non-GAAP guidance in reliance on the “unreasonable efforts” exception in Item
10(e)(1)(i)(B) of Regulation S -K.  In your next earnings release, please follow the
guidanc e in Question 102.10 of the updated Non-GAAP Compliance and Disclosure
Interpretations issued on May 17, 2016.

We remind you that the company and its management are respons ible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Morgan Youngwood, Staff Accountant,  at (202) 551 -3479  if you have
questions regarding comments on th e financial statements and related matters.  If you have any
other questions,  please contact Ivan Griswold, Staff Attorney, at (202) 551 -3853  or Katherine
Wray, Staff Attorney, at (202) 551 -3483.   If you require further assistance, do not hesitate  to
conta ct me at (202) 551 -3226 .

Sincerely,

 /s/ Stephen Krikorian for

Craig Wilson
Senior Assistant Chief Accountant

June 5, 2014

Via E -mail
Abraham N. Reichental
Chief Executive Officer
3D Systems Corporation
333 Three D Systems Circle
Rock Hill, South Carolina 29730

Re: 3D Systems Corporation
 Form 10-K for the Fis cal Year Ended December 31, 2013
Filed February 28, 2014
File No. 001 -34220

Dear Mr. Reichental :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 Un ited States.  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 the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

       /s/ Stephen Krikorian

Stephen Krikorian
Accounting Branch Chief

CORRESP
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Correspondence

ANDREW M. JOHNSON

DIRECT DIAL: +1 803.326.4003

VICE PRESIDENT, GENERAL COUNSEL

AND SECRETARY

333 Three D Systems Circle

Rock Hill, SC 29730

 May 23, 2014

VIA UPS

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Mr. Stephen Krikorian

Re:
3D Systems Corporation

 Form 10-K for the fiscal year ended December 31, 2013

 Filed February 28, 2014

File No. 001-34220

 Gentlemen:

On behalf of 3D Systems Corporation (the “Company”), I hereby respond to the comment of the staff (the “Staff”) of the
Securities and Exchange Commission (the “SEC”) to the above-referenced filing set forth in its comment letter dated May 13, 2014 (the “Comment Letter”).

In connection with its response, the Company acknowledges that:

•

It is responsible for the adequacy and accuracy of the disclosure in the filings;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the filings; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

For convenience of reference, I have set forth below the text of the comment in the Comment Letter in bold, italicized text before the
response to the comment. In addition, I have conformed the section heading and paragraph numbers to those in the Comment Letter.

 Form 10-K for
the Fiscal Year Ended December 31, 2013

 Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations

 Summary of 2013 Financial Results, page 30

1.
We note from your disclosure that you calculate organic growth by comparing last year’s total revenue to this year’s total revenue, excluding the revenue of all acquired businesses that you have
owned for less than twelve months. Please tell us whether your organic growth includes any re-branded products from acquired businesses that you have owned for less than twelve months. As part of your response, please quantify the amount of revenues
from businesses acquired in fiscal 2013 that are excluded from your calculation of organic growth and tell us your consideration of disclosing the amount of revenues from acquired businesses for each period presented.

 In 2013, we rebranded products from acquired companies that we owned less than twelve months, but
revenue related to those products was considered acquired revenue. We did not include any re-branded products from acquisitions that we owned for less than twelve months in our organic growth.

For the year ended December 31, 2013, the amount of revenues from businesses acquired in 2013 that are excluded from our
organic growth calculation totals $43.6 million. In consideration of disclosing revenues from acquired businesses, no acquisitions made in the fiscal year 2013 were material, individually or in the aggregate. Going forward, if the total revenue from
companies acquired in the current year is material, we will disclose the aggregate revenue of companies acquired in the current year.

 * *
* * * *

 We deeply appreciate the Staff’s availability by phone to further assist the Company and trust that the foregoing adequately
responds to the comments.

 Please do not hesitate to contact me at (803) 326-4003 if you have any questions regarding our responses.
We would welcome the opportunity to discuss this matter if not addressed to your satisfaction above with appropriate persons on the Staff with the objective of resolving any remaining open concerns of the Staff.

Very truly yours,

 /s/ Andrew M. Johnson

Andrew M. Johnson

Vice President, General Counsel and Secretary

cc:
Abraham N. Reichental

 Damon J. Gregoire

May 13, 2014

Via E -mail
Abraham N. Reichental
Chief Executive Officer
3D Systems Corporation
333 Three D Systems Circle
Rock Hill, South Carolina 29730

Re: 3D Systems Corporation
 Form 10-K for the Fis cal Year Ended December 31, 2013
Filed February 28, 2014
File No. 001 -34220

Dear Mr. Reichental :

We have reviewed your filing an d have the following comment.  Please note that we have
limited our review to only your financial statements and related disclosures.  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.

Please respon d to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have  additional comments.

Item 7. Management’s Discu ssion and Analysis of Financial Condition and Results of
Operations

Summary of 2013 Financial Results, page 30

1. We note from your disclosure  that you calculate organic growth by comparing last year’s
total revenue to this year’s total revenue, excluding t he revenue of all acquired businesses
that you have owned for less than twelve months.  Please tell us  whether your organic growth
includes any re -branded products from acquired businesses that you have owned for less than
twelve months. As part of your re sponse, please q uantify the amount of revenues from
businesses acquired  in fiscal 2013 that are excluded from your calculation of organic growth
and tell us your consideration of disclosing the amount of revenues from acquired businesses
for each period pr esented.

Abraham N. Reichental
3D Systems Corporation
May 13, 2014
Page 2

 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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment, please provide  a written 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 wi th 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.

You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3479  or Christine
Davis, Assistant Chief Accountant, at (202) 551 -3408, if you have any questions regarding
comments on the financial statements and related matters .  Please contact me at (202) 551 -3730
with any other questions.

Sincerely,

       /s/ Stephen Krikorian

Stephen Krikorian
Accounting Branch Chief

July 23 , 2013

Via E -mail
Abraham N. Reichental
Chief Executive Officer
3D Systems Corporation
333 Three D Systems Circle
Rock Hill, South Carolina 29730

Re: 3D Systems Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2012
Filed February 25, 2013
File No. 001 -34220

Dear Mr. Reichental :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 Un ited States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Craig D. Wilson  for

Stephen Krikorian
Accounting Branch Chief

CORRESP
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Correspondence

 ANDREW M. JOHNSON

 VICE PRESIDENT, GENERAL COUNSEL

AND SECRETARY

DIRECT DIAL: +1 803.326.4003

 July 12, 2013

 VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attn:
Mr. Stephen Krikorian

Re:
3D Systems Corporation

Form 10-K for the Fiscal Year Ended December 31, 2012 Filed February 25, 2013

Form 8-K Filed on April 30, 2013 File No. 001-34220

 Gentlemen:

 On behalf of 3D Systems Corporation (the “Company”),
I hereby respond to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the above-referenced filings set forth in its comment letter dated July 2, 2013 (the
“Comment Letter”).

 In connection with its response, the Company acknowledges that:

•

 It is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the filings; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the
United States.

 For convenience of reference, I have set forth below the text of each comment in the Comment
Letter in bold, italicized text before the response to the comment. In addition, I have conformed the section heading and paragraph numbers to those in the Comment Letter.

 U.S. Securities and Exchange Commission

  Page
 2

 July 12, 2013

 Form 10-K for the Fiscal Year Ended December 31, 2012

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 42

1.
We note your response to prior comment 2 and continue to believe that you should disclose the amount of cash and investments that are currently held by your
foreign subsidiaries and the impact of repatriating the undistributed earnings.

 In response to the
Staff’s comment, we will, in future filings, disclose the amount of cash and investments that are currently held by our foreign subsidiaries and the potential impact of repatriating the undistributed earnings where appropriate.

Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

 Revenue Recognition, page F-8

2.
We note your response to prior comment 3. Please quantify and clarify how you account for transactions in which your resellers purchase printers for their
inventory. In addition, explain in greater detail the nature of certain situations whereby the reseller receives a commission for facilitating a transaction between you and the customer. As part of your response, cite the accounting guidance that
you relied upon.

 We recognize revenue on sales to resellers at the time of sale when both title and
risk of loss have passed to the reseller, and we have completed our obligations related to the sale. Our terms and conditions with our resellers are similar to those offered to a third party insofar as there is no right of return, the warranty start
period is the same for a reseller and a third party and payment is expected according to the credit terms independent of when the reseller sells the printer. Pursuant to ASC 605-15-25-1 and 3, we recognize revenue when persuasive evidence of a sales
arrangement exists, delivery has occurred or services are rendered, the sales price or fee is fixed or determinable and collectability is reasonably assured.

 U.S. Securities and Exchange Commission

  Page
 3

 July 12, 2013

Sales of these products are recognized in accordance with ASC 605-25, “Multiple-Element Arrangements.” The allocated revenue for each deliverable is then recognized based on relative
fair values of the components of the sale, consistent within the scope of Financial Accounting Standards Board ASC 605 Revenue. Revenue is recognized when the printer or hardware is sold. The related warranty revenue is deferred as we provide
maintenance for periods of up to a year, and this revenue recognized ratably, on a straight-line basis over the period of the warranty. We recognize costs associated with the warranty as they are incurred.

Although resellers generally do not stock printer inventory there are times when certain resellers buy printers in anticipation of
expected future sales. This activity is atypical of our reseller network. The amount of revenue associated with these sales is not material and is estimated to be less than 2% of our revenues in each period from 2010 to 2012.

In certain situations, we have commission arrangements with representatives who may promote certain products within certain regions.
Though the products are purchased directly from us, the representative receives a commission for promoting and marketing our products. Sales of these products are recognized as gross revenues accordance with ASC 605-45-45, “Principal Agent
Considerations” as:

1.
We are the primary obligor in the arrangement as we are responsible for providing or supplying the product or service;

2.
We have the general inventory risk as we have the unmitigated general inventory risk related to the product;

3.
We have the latitude in establishing the price as we establish the exchange price with the end user;

4.
We perform part of the service as we are primarily responsible for fulfillment;

5.
We have supplier discretion as we determine how the product or services are supplied;

6.
We are involved in the determination of product or service specifications as we determine the nature, type, characteristics or specifications of the product or service
ordered; and

7.
We have the credit risk as we assume the credit risk for these transactions.

 U.S. Securities and Exchange Commission

  Page
 4

 July 12, 2013

3.
We note your response to prior comment 5. Please consider revising your disclosure to clearly indicate that product sales (e.g., printers) are recognized upon
delivery. That is, your disclosure states that “each deliverable is recognized ratably.”

 We
acknowledge the Staff’s comment, and we will delete “ratably” from the description of revenue recognition for printers in future filings where appropriate.

 Note 20. Income Taxes, page F-36

4.
Your response to prior comment 10 indicates that you believe a calculation of the deferred tax liability associated with your undistributed earnings is
impracticable at this time. Please tell us what consideration you gave to including a statement that such determination is not practicable. We refer you to ASC 740-30-50-2(c).

In response to the Staff’s comment, if the calculation of the deferred tax liability associated with our undistributed earnings is
impracticable, a statement to that effect will be included in future disclosures in accordance with ASC 740-30-50-2(c).

 Form 8-K filed
on April 30, 2013

5.
We note your presentation of non-GAAP consolidated statements of operations in response to prior comment 13. We believe the presentation of a non-GAAP
operating statement may create the unwarranted impression to investors that the non-GAAP operating statement has been prepared under a comprehensive set of accounting rules or principles while also conveying undue prominence to a statement based on
non-GAAP measures. Please remove this presentation, or explain to us in reasonable detail why its retention is justified in light of these concerns. As a substitute for this presentation format, you may consider presenting only individual non-GAAP
measures (i.e., line items, subtotals, etc.), provided each one complies with Item 10 of Regulation S-K. We refer you to Question 102.10 of the Compliance & Disclosure Interpretations Regarding Non-GAAP Financial Measures.

 We acknowledge the Staff’s comment, and we will substitute only the individual non-GAAP measures for this
presentation in future filings where appropriate.

 * * * * * *

 U.S. Securities and Exchange Commission

  Page
 5

 July 12, 2013

 We appreciate the Staff’s availability by phone to further assist the company and
trust that the foregoing adequately responds to the comments.

 Please do not hesitate to contact me at (803) 326-4003 if
you have any questions regarding our responses. We welcome the opportunity to discuss these matters with the Staff, with the objective of resolving any remaining concerns to your satisfaction.

Very truly yours,

 /s/ Andrew M. Johnson

Andrew M. Johnson

Vice President, General Counsel and Secretary

cc:
Abraham N. Reichental

 Damon J.
Gregoire

July 2, 2013

Via E -mail
Abraham N. Reichental
Chief Executive Officer
3D Systems Corporation
333 Three D Systems Circle
Rock Hill, South Carolina 29730

Re: 3D Systems Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2012
Filed February 25, 2013
Form 8 -K
Filed on April 30 , 2013
File No. 001 -34220

Dear Mr. Reichental :

We have reviewed your letter s dated April 26 , 2013 and June 4, 2013 in connection with
the above -referenced filing s and have the following comments.  In some of our comments , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by  amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in
response to these comment s, we may have  additional comments.   Unless otherwise noted , where
prior comments are referred to they refer to our l etter dated April 5 , 2013 .

Form 10 -K for the Fis cal Year Ended December 31, 2012

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Liquidity and Capital Resources, page 42

1. We note your response t o prior comment 2 and continue to believe that you should
disclose the amount of cash and investments that are currently held by your foreign
subsidiaries and the impact of repatriating the undistributed earnings.

Abraham N. Reichental
3D Systems Corporation
July 2, 2013
Page 2

 Consolidated Financial Statements

Note 2 .  Summary of Significant Accounting Policies

Revenue Recognition, page F -8

2. We note your response to prior comment 3.  Please quantify and clarify how you account
for transactions in which your resellers purchase printers for their inventory .  In addition,
explain in greater detail the nature of certain situations whereby the reseller receives a
commission for facilitating a transaction between you and the customer.  As part of your
response, cite t he accounting guidance that you  relied upon.

3. We note your response to prior comment 5.  Please consider revising your disclosure to
clearly indicate that product sales (e.g, printers) are recognized upon delivery.  That is,
your disclosure states that “each deliverable is recognized ratably.”

Note  20.  Income Taxes, page F -36

4. Your response to prior comment 10 indicates that you believe a calculation of the
deferred tax liability associated with your undistributed earnings is impracticable at this
time.  Please tell us what consideration you gave to including a  statement that such
determination is not practicable.   We refer you to ASC 740 -30-50-2(c).

Form 8 -K filed on April 30, 2013

5. We note your presentation of non -GAAP consolidated statements of operations in
response to prior comment 13.  We believe the presentation of a non -GAAP operating
statement may create the unwarranted impression to investors that the non -GAAP
operating statement has been prepared under a comprehensive set of accounting rules or
principles while also conveying undue pro minence to a statement based on non -GAAP
measures.  Please remove this presentation, or explain to us in reasonable detail why its
retention is justified in light of these concerns. As a substitute for this presentation
format, you may consider presenting only individual non -GAAP measures (i.e., line
items, subtotals, etc.), provided each one complies with Item 10 of Regulation S -K.  We
refer you to Question 102.10 of the Compliance & Disclosure Interpretations Regarding
Non-GAAP Financial Measures.

Abraham N. Reichental
3D Systems Corporation
July 2, 2013
Page 3

 You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3479  if you have
any questions regarding  comments on the financial statements and related matters .  If you have
any other questions, please contact Matthew Crispino , Staff Attorney, at (202) 551-3456  or
Barbara Jacobs, Assistant Director, at (202) 551 -3735.   If you require further assistance, do not
hesitate  to contact me at (202) 551 -3488  with any other questions.

Sincerely,

       /s/ Stephen Krikorian

Stephen Krikorian
Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESPONDENCE

3D Systems Corporation has requested confidential treatment pursuant to 17 C.F.R §200.83. This letter omits confidential information (denoted by asterisks) and an unredacted
version of this letter has been delivered to the U.S. Securities and Exchange Commission Division of Corporate Finance.

 ANDREW M. JOHNSON

 VICE PRESIDENT, GENERAL COUNSEL

AND SECRETARY

DIRECT DIAL: +1 803.326.4003

 June 4, 2013

 Via EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attn:
Mr. Stephen Krikorian

Re:
3D Systems Corporation

Form 10-K for the fiscal year ended December 31, 2012

Filed February 25, 2013

 Form 8-K

 Filed on February 25, 2013

File No. 001-34220

Gentlemen:

 In a letter dated
April 26, 2013, on behalf of 3D Systems Corporation (the “Company”), I responded to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the
above-referenced filings set forth in its comment letter dated April 4, 2013 (the “Comment Letter”). On behalf of the Company, I hereby provide additional information responsive to the request made by Mr. Matthew Crispino
in a follow up telephone conversation on May 30, 2013.

 Please note that the Company is requesting confidential treatment
pursuant to Rule 83 of the Commission’s Rules on Information Requests, 17 C.F.R. §200.83, with respect to portions of the response. Such information is being provided to the Commission in its entirety in hard copy under separate cover
along with the request for confidential treatment. Please note that the version of this letter submitted via EDGAR omits confidential information included in the unredacted version delivered to the Staff, and the redactions are denoted in the EDGAR
version

 3D Systems Corporation
  •   333 Three D Systems Circle   •   Rock Hill, SC 29730   •   USA

 Phone: 803.326.3900   •   www.3dsystems.com   •   NYSE: DDD

 U.S. Securities and Exchange Commission

  Page
 2

 June 4, 2013

by bracketed asterisks (“[***]”). In the event that the Staff receives a request for access to the confidential portions herein, whether pursuant to the Freedom of Information
Act or otherwise, we respectfully request that we be notified immediately. Please address any notification of a request for access to such information to the undersigned at the address shown above, via telephone at (803) 326-4003, or via fax at
(803) 326-4796.

 For convenience of reference, I have set forth below Mr. Crispino’s request for additional
information in bold, italicized text before the response.

 [Remainder of page intentionally left blank.]

 CONFIDENTIAL
TREATMENT REQUESTED BY 3D SYSTEMS CORPORATION

 3D SYSTEMS 06042013-2

 U.S. Securities and Exchange Commission

  Page
 3

 June 4, 2013

 For each of the Company’s twelve acquisitions during 2011, please provide a
table disclosing the 2012 revenue that was considered acquired revenue.

 Rule 83 confidential
treatment request made by 3D Systems Corporation; Request Number 1.

Revenue from acquisitions (in thousands)

Q1 2012

Q2 2012

Q3 2012

Q4 2012

2012 Total

 Acq Date

2012 acquisitions

 Jan-12

 Z Corporation

[******]

[******]

[******]

[******]

[******]

 Jan-12

 Vidar Systems Corporation

[******]

[******]

[******]

[******]

[******]

 Apr-12

 Fresh Fiber B.V

[******]

[******]

[******]

[******]

[******]

 Apr-12

 Kodama Studios (My Robot Nation)

[******]

[******]

[******]

[******]

[******]

 Apr-12

 Paramount Industries

[******]

[******]

[******]

[******]

[******]

 May-12

 Bespoke Innovations

[******]

[******]

[******]

[******]

[******]

 Jul-12

 Viztu Technologies

[******]

[******]

[******]

[******]

[******]

 Oct-12

 TIM The Innovative Modelmakers B.V.

[******]

[******]

[******]

[******]

[******]

 Oct-12

 INUS Technologies (Rapidform)

[******]

[******]

[******]

[******]

[******]

 Revenue from 2012 acquisitions

[******]

[******]

[******]

[******]

[******]

 Acq Date

 2011 acquisitions

[******]

[******]

[******]

[******]

[******]

 Jan-11

 National RP Support

[******]

[******]

[******]

[******]

[******]

 Feb-12

 Quickparts

[******]

[******]

[******]

[******]

[******]

 Mar-11

 Accelerated Technologies (ATI)

[******]

[******]

[******]

[******]

[******]

 Apr-11

 Print 3D Corporation

[******]

[******]

[******]

[******]

[******]

 Apr-11

 Sycode

[******]

[******]

[******]

[******]

[******]

 May-11

 The 3dStudio.com

[******]

[******]

[******]

[******]

[******]

 May-11

 Freedom of Creation

[******]

[******]

[******]

[******]

[******]

 Jul-11

 Alibre Inc

[******]

[******]

[******]

[******]

[******]

 Aug-11

 Content Media (Botmill)

[******]

[******]

[******]

[******]

[******]

 Sep-11

 Formero Pty

[******]

[******]

[******]

[******]

[******]

 Oct-11

 Kemo Modelmakerij

[******]

[******]

[******]

[******]

[******]

 Nov-11

 Huntsman (Renshape & Digitalis)

[******]

[******]

[******]

[******]

[******]

 Revenue from 2011 acquisitions

[******]

[******]

[******]

[******]

[******]

 Adjustments*

[******]

[******]

[******]

[******]

[******]

 Total acquired revenue in 2012

[******]

[******]

[******]

[******]

[******]

 Total 2012 Revenue

$
77,920

$
83,610

$
90,532

$
101,571

$
353,633

 Less 2012 Acquired Revenue

[******]

[******]

[******]

[******]

[******]

 Total 2012 Organic Revenue

[******]

[******]

[******]

[******]

[******]

 Less 2011 Revenue

(47,896
)

(55,128
)

(57,538
)

(69,861
)

(230,423
)

[B]

 2012 Organic Revenue Increase

[******]

[******]

[******]

[******]

[******]

[A]

 Organic Growth

26.1
%

19.9
%

26.2
%

18.8
%

22.4
%

[A/B]

*[******]

 CONFIDENTIAL
TREATMENT REQUESTED BY 3D SYSTEMS CORPORATION

 3D SYSTEMS 06042013-3

 U.S. Securities and Exchange Commission

  Page
 4

 June 4, 2013

 * * * * * *

 We deeply appreciate the Staff’s availability by phone to further assist the company and trust that the foregoing adequately responds to the comments.

Please do not hesitate to contact me at (803) 326-4003 if you have any questions regarding our responses. We would welcome the
opportunity to discuss this matter if not addressed to your satisfaction above with appropriate persons on the Staff with the objective of resolving any remaining open concerns of the Staff.

Very truly yours,

 /s/ Andrew M. Johnson

Andrew M. Johnson

Vice President, General Counsel and Secretary

cc:
Abraham N. Reichental

 Damon J.
Gregoire

 CONFIDENTIAL
TREATMENT REQUESTED BY 3D SYSTEMS CORPORATION

 3D SYSTEMS 06042013-4

CORRESP
1
filename1.htm

Correspondence

3D Systems Corporation has requested confidential treatment pursuant to 17 C.F.R §200.83. This letter omits confidential information (denoted by asterisks) and an unredacted
version of this letter has been delivered to the U.S. Securities and Exchange Commission Division of Corporate Finance.

 ANDREW M. JOHNSON

 VICE PRESIDENT, GENERAL COUNSEL

AND SECRETARY

DIRECT DIAL: +1 803.326.4003

 April 26, 2013

 Via EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:  Mr. Stephen Krikorian

Re:
3D Systems Corporation

Form 10-K for the fiscal year ended December 31, 2012

 Filed February 25, 2013

 Form 8-K

Filed on February 25, 2013

 File No. 001-34220

 Gentlemen:

On behalf of 3D Systems Corporation (the “Company”), I hereby respond to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) to the above-referenced filings set forth in its comment letter dated April 4, 2013 (the “Comment Letter”).

Please note that the Company is requesting confidential treatment pursuant to Rule 83 of the Commission’s Rules on Information
Requests, 17 C.F.R. §200.83, with respect to portions of the responses to Comments 1 and 7. Such information is being provided to the Commission in its entirety in hard copy under separate cover along with the request for confidential
treatment. Please note that the version of this letter submitted via EDGAR omits confidential information included in the unredacted version delivered to the Staff, and the redactions are denoted in the EDGAR version by bracketed asterisks
(“[***]”). In the event that the Staff receives a request for access to the confidential portions herein, whether pursuant to the Freedom of Information

 U.S. Securities and Exchange Commission

  Page
 2

 April 26, 2013

Act or otherwise, we respectfully request that we be notified immediately. Please address any notification of a request for access to such information to the undersigned at the address shown
above, via telephone at (803) 326-4003, or via fax at (803) 326-4796.

 In connection with its response, the Company
acknowledges that:

•

 It is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the filings; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the
United States.

 For convenience of reference, I have set forth below the text of each comment in the Comment
Letter in bold, italicized text before the response to the comment. In addition, I have conformed the section heading and paragraph numbers to those in the Comment Letter.

 Form 10-K for the Fiscal Year Ended December 31, 2012

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Summary of 2012 Financial Results, page 30

1.
In your response letter, please provide a table disclosing quarterly revenue from the date of acquisition for each acquisition you completed in fiscal
2012.

 The following table discloses quarterly revenue from the date of acquisition for
each acquisition we completed in 2012:

 CONFIDENTIAL
TREATMENT REQUESTED BY 3D SYSTEMS CORPORATION

 3D SYSTEMS 04262013-2

 U.S. Securities and Exchange Commission

  Page
 3

 April 26, 2013

 Rule 83 confidential treatment request made
by 3D Systems Corporation; Request Number 1.

(in thousands)

 2012 Acquisitions

Q1 2012

Q2 2012

Q3 2012

Q4 2012

Total 2012

 Z Corporation / Vidar Systems

[*****
]

[*****
]

[*****
]

[*****
]

[*****
]

 Fresh Fiber B.V

—

[*****
]

[*****
]

[*****
]

—

 Kodama Studios (My Robot Nation)

—

[*****
]

[*****
]

[*****
]

—

 Paramount Industries

—

[*****
]

[*****
]

[*****
]

—

 Bespoke Innovations

—

[*****
]

—

[*****
]

—

 Viztu Technologies

—

—

—

—

—

 TIM The Innovative Modelmakers B.V.

—

—

—

—

—

 INUS Technologies (Rapidform)

—

—

—

[*****
]

—

 Total revenue from 2012 acquisitions

[*****
]

[*****
]

[*****
]

[*****
]

[*****
]

 Total 3D Systems reported revenue

$
77,920

$
83,610

$
90,532

$
101,571

$
353,633

 Revenue and operating income for Z Corporation and Vidar Systems was included in our Form
10-K for the year ended December 31, 2012. Z Corp and Vidar were the only material acquisitions we completed during 2012. The remainder of the acquisitions were not material individually or in the aggregate.

Liquidity and Capital Resources, page 42

2.
Tell us your consideration of providing liquidity disclosures to discuss the potential tax impact associated with the repatriation of
undistributed earnings of foreign subsidiaries. In this regard, consider disclosing the amount of cash and investments that are currently held by your foreign subsidiaries and disclose the impact of repatriating the undistributed earnings of foreign
subsidiaries. We refer you to Item 303(a)(1) of Regulation S-K and Section IV of SEC Release 33-8350.

 We considered Item 303(a)(1) of Regulation S-K and Section IV of SEC Release 33-8350. However, as noted in our response to Comment 10, the undistributed earnings are permanently invested and it is
not practicable to estimate the deferred taxes associated with any undistributed earnings. We considered this fact, as well that disclosing any tax impact associated with cash balances held by foreign subsidiaries would involve:

•

 Determining the amount of cash potentially available for distribution;

•

 Determining the amount of income subject to tax, which would not be equal to the cash balances; and

•

 The factors listed with Comment 10.

 CONFIDENTIAL
TREATMENT REQUESTED BY 3D SYSTEMS CORPORATION

 3D SYSTEMS 04262013-3

 U.S. Securities and Exchange Commission

  Page
 4

 April 26, 2013

 We consider the cash to be permanently
invested. The cash invested overseas is not needed for domestic operations and we intend to use it in our non-U.S. operations, and to fund overseas acquisitions and expansions. Given that we consider the cash to be permanently invested and given the
complexities in estimating deferred taxes associated with any undistributed earnings, we, after careful consideration, concluded that it was impracticable to determine the tax liability, if any, associated with the foreign cash balances.

In response to the Staff’s comment, we will continue to evaluate our disclosure in connection with future filings
regarding the amount of cash and investments in foreign subsidiaries in accordance with such comment and, where material, we will provide additional disclosure as appropriate.

 Consolidated Financial Statements

 Note 2. Summary of Significant
Accounting Policies

 Revenue Recognition, page F-8

3.
We note from your disclosures that you recognize revenue on sales to resellers at the time of sale when the reseller has economic substance apart from
company and you have completed your obligations related to the sale. Explain in greater detail how you recognize revenue generated through resellers and distributors. If revenue is recognized based on a sell-through model, tell us how you confirm
that an end-user has purchased your product and the product has been delivered. Describe the type of evidence obtained from the reseller and the timeliness of this evidence. In addition, indicate whether there are any rights of return held by the
reseller or end-user. If so, tell us how your accounting complies with ASC 605-15-25-1 and 3.

 Pursuant to ASC 605-15-25-1 and 3, we recognize revenue when persuasive evidence of a sales arrangement exists, delivery has occurred or services are rendered, the sales price or fee is fixed or
determinable and collectability is reasonably assured.

 We sell products through our direct sales force and
through authorized resellers. We enter into agreements with resellers that allow them to purchase our products at a discount. Our resellers have economic substance apart from Company. In the course of qualifying the reseller, we perform an
authorization process, which includes reviewing the potential reseller’s payment history and credit agency rating, to determine the amount of credit, if any, that should be extended. We recognize revenue on sales to resellers at the time of
sale when both title and risk of loss have passed to the reseller, and we have completed our obligations related to the sale.

 CONFIDENTIAL
TREATMENT REQUESTED BY 3D SYSTEMS CORPORATION

 3D SYSTEMS 04262013-4

 U.S. Securities and Exchange Commission

  Page
 5

 April 26, 2013

 We believe our processes result in
cultivating resellers who have the financial wherewithal to conduct transactions with us that are at arm’s length. We do not operate based on a “sell through” model, and our resellers generally do not purchase printers for their
inventory. Our terms and conditions do not offer our resellers the right to return a product, and they are not conditional upon the ultimate sale to the end user by the reseller.

In certain situations, the reseller receives a commission for facilitating a transaction between us and the customer. At
the time of shipment, title passes to the customer and revenue, as well as the related commission expense, is recognized.

4.
Your disclosures indicated that you market and sell software tools that enable your customers to capture and customize content using your printers as well
as reverse engineering and inspection software. Please clarify your disclosures that indicate the software is sold separately and is not part of a multiple-element arrangement. Please indicate whether customers also purchase post sale support (i.e.,
PCS). Describe the methodology and assumptions you use to establish VSOE of fair value for PCS in these arrangements. Further, tell us how you establish VSOE for software if customers also acquire PCS.

We continually review our disclosures and our revenue recognition policies were updated to include ASC 985-605,
Software-Based Revenue Recognition, on page F-9. Our current disclosure includes the following statement in the first paragraph under the heading Software:

 “In general, this software is sold separately and is not part of a multiple element arrangement.”

 We did not intend to give the impression that all of the software was sold separately and was not part of a multiple element arrangement but that it is normally sold separately and normally is not part of
a multiple element arrangement. Because there are instances when customers purchase PCS, we stated the following in the last sentence of the same paragraph:

 “Post sale support is considered a separate element from the software and is deferred at the time of sale and subsequently amortized in future periods.”

We will update the disclosure in future filings by changing the preceding statement as follows:

“In instances in which customers purchase post sale support, it is considered a separate element from the software and is deferred
at the time of sale and subsequently amortized in future periods.”

 Pursuant to ASC 985-605,
Software-Based Revenue Recognition, we allocate the total fee arrangement to the software and the PCS undelivered elements based on vendor

 CONFIDENTIAL
TREATMENT REQUESTED BY 3D SYSTEMS CORPORATION

 3D SYSTEMS 04262013-5

 U.S. Securities and Exchange Commission

  Page
 6

 April 26, 2013

specific objective evidence (“VSOE”). Our customers may purchase our software with or without PCS. We allocate the total fee arrangement based on the guidance set forth in ASC
985-605-25-67, which states that the fair value of the PCS should be determined by reference to the price the customer will be required to pay for the PCS when it is sold separately. We establish VSOE of PCS based upon the stated renewal method,
which generally occurs a year after the software is purchased. As a matter of policy, stated renewal rates are included in the form of an optional renewal rate provided to the customer. The portion of the fee allocated to the PCS is recognized as
revenue ratably over the term of the PCS arrangement.

5.
Please clarify your reference that hardware “deliverable is recognized ratably based on relative fair values of the components of the sale.” In
this regard, clarify whether hardware revenue is recognized ratably (i.e., over an attribution period) or upon delivery. In addition, describe your evaluation of ASC 985-605-15-14A as it applies to your hardware and software sales.

 Hardware

 In general, revenues are separated between printers and other products, print materials, training services, maintenance services and installation services. The software embedded in the printers is
incidental to the equipment as a whole such that ASC 985 is not applicable. Sales of these products are recognized in accordance with ASC 605-25, “Multiple-Element Arrangements.” The allocated revenue for each deliverable is then
recognized based on relative fair values of the components of the sale, consistent within the scope of Financial Accounting Standards Board ASC 605 Revenue Recognition.

Under our standard terms and conditions of sale, title and risk of loss transfer to the customer at the time the product
is shipped to the customer and revenue from the delivered product is recognized accordingly, unless customer acceptance is uncertain or significant obligations remain. The Company defers the estimated cost of post-sale obligations, including basic
product warranties, at the time it recognizes revenue. Post-contract customer support revenue that includes warranty and maintenance is recognized ratably over the term of the stipulated time period.

Software

 We also market and sell software tools that enable our customers to capture and customize content using our printers, as well as reverse engineering and inspection software. Our software is sold
separately, with or without post-contract customer support, or as part of a multiple-element arrangement that includes hardware.

 CONFIDENTIAL
TREATMENT REQUESTED BY 3D SYSTEMS CORPORATION

 3D SYSTEMS 04262013-6

 U.S. Securities and Exchange Commission

  Page
 7

 April 26, 2013

 The software does not require significant
modification or customization. We apply the guidance in ASC 985-605, Software-Revenue Recognition in recognizing revenue when software is more than incidental to the product or service as a whole.

We sell equipment with embedded software to our customers. The embedded software is not sold separately, it is not a
significant focus of the marketing effort and we do not provide post-contract customer support specific to the software or incur significant costs that are within the scope of ASC 985. Additionally, the functionality that the software provides is
marketed as part of the overall product. The software embedded in the equipment is incidental to the equipment as a whole such that ASC 985 is not applicable. Sales of these products are recognized in accordance with ASC 605.25,
“Multiple-Element Arrangements.”

 Services

We provide end-users with maintenance under a warranty agreement for up to one year and defer a portion of the revenue
from the related printer sale at the time of sale based on the relative fair value of those services. After the initial warranty period, we offer these customers optional maintenance contracts. Deferred maintenance revenue is recognized ratably, on
a straight-line basis, over the period of the contract, and we recognize the costs associated with these contracts as incurred. Revenue from training, installation and non-contract maintenance services is recognized at the time of performance.

 Our software warranty or maintenance is recognized as service revenue.

On-demand printed parts sales are included within services revenue and revenue is recognized upon shipment or delive

CORRESP
1
filename1.htm

Correspondence

ANDREW M. JOHNSON

DIRECT DIAL: +1 803.326.4003

VICE PRESIDENT, GENERAL COUNSEL

AND SECRETARY

 April 16, 2013

 Via EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attn:
Mr. Stephen Krikorian

Re:
3D Systems Corporation

Form 10-K for the fiscal year ended December 31, 2012

 Filed February 25, 2013

 Form 8-K

Filed on February 25, 2013

 File No. 001-34220

 Gentlemen:

We are in receipt of your letter dated April 4, 2013. Please note that we are working diligently to provide complete responses
and respectfully request additional time to respond. We anticipate submitting our reply by April 30, 2013.

 As
requested in your April 4, 2013 letter, we enclose a written statement from the Company acknowledging that: the Company is responsible for the adequacy and accuracy of the disclosure in the filings; staff comments or changes to disclosure in
response to staff comments do not foreclose the Commission from taking any action with respect to this 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.

 3D Systems Corporation • 333 Three D Systems Circle • Rock Hill, SC 29730 • USA

 Phone: 803.326.3900
•    www.3dsystems.com    •    NYSE: DDD

 U.S. Securities and Exchange Commission

  Page
 2

 April 16, 2013

 Please do not hesitate to contact me at (803) 326-4003 if you have any questions or
concerns. Thank you.

Very truly yours,

/s/ Andrew M. Johnson

Andrew M. Johnson

Vice President, General Counsel and Secretary

cc:
Abraham N. Reichental

 Damon J.
Gregoire

April 4, 2013

Via E -mail
Abraham N. Reichental
Chief Executive Officer
3D Systems Corporation
333 Three D Systems Circle
Rock Hill, South Carolina 29730

Re: 3D Systems Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2012
Filed February 25, 2013
Form 8 -K
Filed on February 25, 2013
File No. 001 -34220

Dear Mr. Reichental :

We have reviewed your filing s and have the following comments.  In some of our
comments , we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in
response to these comment s, we may have  additional comments.

Form 10 -K for the Fis cal Year Ended December 31, 2012

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Summary of 2012 Financial Results, page 30

1.  In your response letter, please provide a table disclosing quarterly revenue from the date
of acquisition for each acquisition you completed in fiscal 2012.

Abraham N. Reichental
3D Systems Corporation
April 4, 2013
Page 2

 Liquidity and Capital Resources, page 42

2. Tell us your consideration of providing liquidity disclosures to discuss the
potential tax impact associated with the repatriation of undistributed earnings of
foreign subsidiaries. In this regard, consider disclosing the amount of cash and
investments that are currently held by your foreign sub sidiaries and disclose the impact of
repatriating the undistributed earnings of foreign subsidiaries. We refer you to Item
303(a)(1) of Regulation S -K and Section IV of SEC Release 33 -8350.

Consolidated Financial Statements

Note 2.  Summary of Significa nt Accounting Policies

Revenue Recognition, page F -8

3. We note from your disclosures that you recognize revenue on sales to resellers at the time
of sale when the reseller has economic substance apart from company and you have
completed your obligations re lated to the sale.  Explain in greater detail how you
recognize  revenue generated through resellers and distributors .  If revenue is recognized
based on a sell -through model, tell us how you confirm that an end -user has purchased
your product and the produ ct has been delivered.  Describe the type of evidence obtained
from the reseller and the timeliness of this evidence.  In addition, indicate whether there
are any rights of return held by the reseller or the end -user.  If so, tell us how your
accounting co mplies with ASC 605 -15-25-1 and 3 .

4. Your disclosures indicate that you market and sell software tools that enable your
customers to capture and customize content using your printers as well as reverse
engineering and inspection software.  Please clarify your disclosures that indicate the
software is sold separately and is not part of a multiple -element arrangement.  Please
indicate whether customers also purchase post sale support (i.e., PCS).  Describe the
methodology and assumptions you use  to establish VSOE of fair value for PSC in these
arrangements.  Further, tell us how you establish VSOE for software if customers also
acquire PCS .

5. Please clarify your reference that hardware “deliverable is recognized ratably based on
relative  fair values of the components of the sale.”  In this regard , clarify whether
hardware revenue is recognized ratably (i.e., over an attribution period) or upon delivery.
In addition, describe your evaluation of ASC 985 -605-15-14A as it applies to your
hardware and software sales.

Abraham N. Reichental
3D Systems Corporation
April 4, 2013
Page 3

 Inventories, page F -11

6. We note  that reserves for slow -moving and obsolete inventories are provided based on
historical experience and current product demand.  Please tell us how your inventory
valuation policy complies with the guidance in SAB Topic 5 (BB) and ASC 330 -10-35-
14.  That i s, such reserves should establish a new cost basis and, therefore, reserve
balances as of the year -end should not be reflected in a separate account.  In addition, if
any of this inventory is resold in subsequent periods, please ensure that your results of
operation MD&A disc losure adequately describes the  impact on your gross profit.

Note 3.  Acquisitions, page F -16

7. Please t ell us what consideration you gave to  disclosing the percentage of voting equity
interests acquired and the primary reasons for t he acquisition of Z Corporation and Vidar
Systems Corporation.  Describe what consideration you gave to disclosing the factors that
make up the goodwill recognized.  See ASC 805 -30-50.  In addition, e xplain what
consideration you gave to  providing enhanced  disclosures for individually immaterial
business combinations occurring during the reporting period that are material
collectively. We refer you to ASC 805 -10-50-3.  Also, tell us what consideration you
gave to separately disclosing each major class of as sets acquired and liabilities assumed.
We refer you to ASC 805 -20-50-1(a).

Note 6.  Intangible Assets, page F -24

8. We note that you amortize intangible assets on a straight -line basis over periods ranging
from eighteen months to twenty years.  Tell us what consideration you gave to disclosing
the weighted -average amortization period, in total and by major intangible asset class.
We refer you ASC 350 -30-50.

Note 18.  Supplemental Cash Flow Information, page F -35

9. We note from your disclosures that in ventory is transferred to property and equipment at
cost when you require additional machines for training, demonstration, short -term rentals
and use in your on -demand p arts services.  We further note that those assets  are returned
to inventory at its net book value when you have identified a p otential sale .  Please tell us
the specific guidance that supports recognizing revenue from the  sale of inventory that
had been transferred to property and equipment .  Tell us and consider disclosing your
policy for a ccounting for these transfers including the depreciation method applied and
the estimated useful life assigned to the property and equipment.   Describe the factors
that you evaluate in determining whether to designate the inventory as property  and
equipment including your consideration of the time period that the inventory is not
readily available for sale.  Provide us with  a quantitative and qualitative analysis that
shows the impact of the sale of these transferred products  on gross margins f or each

Abraham N. Reichental
3D Systems Corporation
April 4, 2013
Page 4

 annual period presented.  Tell us what consideration you gave to disclosing the amount of
this type of property and equipment within your table in footnote 5 of your financial
statements.

Note 20 .  Income Taxes, page F -36

10. We note that you have not provided deferred taxes on unremitted earnings attributable to
foreign subsidiaries because these earnings are intended to be permanently reinvested
outside the United States.  Please tell us what consideration you gave to disclosing the
amount of unre cognized deferred tax liability, if practicable, or a statement that such
determination is not practicable.   We refer you to ASC 740 -30-50-2(c).

Note 21 .  Segment Information, page F -40

11. Please clarify your disclosures to explain the ba sis for attribut ing revenues from  external
customers to individual countries.  We refer you to ASC 280 -10-50-41.

Note 24 .  Subsequent Events, page F -45

12. We note the three -for-two spilt of your common stock in the nature of a 50% stock
dividend.  Please explain and provi de us with an analysis of whether the stock dividend in
form is a stock split in substance.  We refer you to ASC 505 -20-25 and ASC 505 -20-50-
1. In addition, please tell us your consideration of giving retroactive effect to the three -
for-two split.  We refe r you to SAB Topic 4C.

Form 8 -K filed on February 25, 2013

13. We note your presentation of non -GAAP measures for gross profit, net income and
earnings per share.  In future filings, please include a  statement disclosing the reasons
why management believes  that the presentation of the non -GAAP financial measure s
provide  useful information to investors .  In addition, your Non -GAAP Operating
Highlights table should also include a presentation, wit h equal or greater prominence, to
the most directly comparable GAAP measure .  Further, each non -GAAP measure should
be clearly marked as non -GAAP to distinguish the measure from that of a GAAP
measure.   Each non -GAAP should be reconciled to the most directly comparable GAAP
measures.  For example, your non -GAAP gross  profit and operating expenses should be
reconciled to GAAP gross profit and operating expenses.  We refer you to Item
10(e) (1)(i)  of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Abraham N. Reichental
3D Systems Corporation
April 4, 2013
Page 5

 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written 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 proceedin g initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3479  if you have any
questions regarding  comments on the financial statements and related matters .  If you have
any other questions, please contact Matthew Crispino , Staff Attorney, at (202) 551 -3456 .  If
you require further assistance, do not hesitate to contact me at (202) 551 -3730 with any other
questions.

Sincerely,

       /s/ Stephen Krikorian

Stephen Krikori an
Accounting Branch Chief

July 6 , 2012

Via E -mail
Abraham N. Reichental
President and CEO
3D Systems Corporation
333 Three D Systems Circle
Rock Hill, SC  29730

Re: 3D Systems Corporation
 Form 10-K
Filed February  23, 2012
File No. 001 -34220

Dear Mr. Reichental :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to th e company or 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.  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 the
information the Securities Exchange Act of 1934 and all applicable rules require.

 Please contact Matthew Crispino, Staff Attorney, at (202) 551 -3456  or, in his absence, me
at (202) 551 -3462 if you have any questions .  Should you require further assistance, you may
contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3735.

        Sincerely,

        /s/ Mark P. Shuman

        Mark P. Shuman
        Branch Chief - Lega l

CORRESP
1
filename1.htm

Correspondence

 ANDREW M. JOHNSON

 VICE PRESIDENT, GENERAL COUNSEL

AND SECRETARY

DIRECT DIAL: +1 803.326.4003

 June 25, 2012

 Via EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attn:
Mr. Mark P. Shuman

Re:
3D Systems Corporation

Form 10-K for the fiscal year ended December 31, 2011

 Filed February 23, 2012

 File No. 001-34220

Gentlemen:

 On behalf of 3D
Systems Corporation (the “Company”), I hereby respond to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the above-referenced filings set forth in
its comment letter dated June 15, 2012 (the “Comment Letter”).

 In connection with its response, the
Company acknowledges that:

•

 It is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the
Company’s filings; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the
United States.

 3D Systems Corporation — 333 Three D Systems Circle — Rock Hill, SC 29730 — USA

Phone:
803.326.3900    —    www.3dsystems.com    —    NYSE: DDD

 U.S. Securities and Exchange Commission

  Page
 2

 June 25, 2012

 For convenience of reference, I have set forth below the text of the comment in the
Comment Letter in bold, italicized text before the response to the comment. In addition, I have conformed the section heading and paragraph numbers to those in the Comment Letter.

 Part III (Incorporated by reference from the Definitive Proxy Statement filed on March 30, 2012)

 Security Ownership of Certain Beneficial Owners and Management, page 39

1.
Please advise who holds the voting and dispositive power over the shares of your common stock held by the Clark Estates, Inc. If Mr. Moore holds or
shares such power, please advise why the 2,836,464 shares held by the Clark Estates are not included in his individual holdings (and in the holdings of all directors and officers as a group) in the beneficial ownership table. Refer to Item 403
of Regulation S-K.

 In response to the Staff’s comment, and after additional
inquiry, we have determined that Mr. Moore holds voting and dispositive power over the shares of our common stock held by the Clark Estates, Inc. (the “Clark Estates”). As such, it would be appropriate to include the 2,836,464
shares held by the Clark Estates in Mr. Moore’s individual holdings and in the holdings of all directors and officers as a group in the beneficial ownership table required by Item 403 of Regulation S-K. Accordingly, in future filings,
as appropriate, the Company will include the shares of our common stock held by the Clark Estates in the individual holdings of Mr. Moore and in the holdings of all directors and officers as a group in the beneficial ownership table provided in
our proxy statements or otherwise pursuant to Item 403 of Regulation S-K.

 Notwithstanding the foregoing,
we confirm our belief that the disclosure regarding the Clark Estates and Mr. Moore in footnotes 5 and 10, respectively, of our Definitive Proxy Statement filed on March 30, 2012 (the “2012 Proxy Statement”), is accurate
in all material respects, with respect to the Clark Estates, as of the date in the applicable Schedule 13D and, with respect to Mr. Moore, as of the date of our 2012 Proxy Statement. In addition, the Company believes that its 2012 Proxy
Statement provided shareholders all material information regarding the shares held by the Clark Estates and Mr. Moore, as well as Mr. Moore’s relationship to the Clark Estates. In connection with the Comment Letter, Mr. Moore has
reiterated to the Company that he disclaims beneficial ownership of the shares of our common stock held by the Clark Estates.

* * * * * *

 We
deeply appreciate the Staff’s availability by phone to further assist the company and trust that the foregoing adequately responds to the comments.

 U.S. Securities and Exchange Commission

  Page
 3

 June 25, 2012

 Please don’t hesitate to contact me at (803) 326-4003 if you have any
questions regarding our responses. We would welcome the opportunity to discuss this matter if not addressed to your satisfaction above with appropriate persons on the Staff with the objective of resolving any remaining open concerns of the Staff.

Very truly yours,

/s/ Andrew M. Johnson

Andrew M. Johnson

Vice President, General Counsel and Secretary

cc:
Abraham N. Reichental

 Damon J.
Gregoire

June 15, 2012

Via E -mail
Abraham N. Reichental
President and CEO
3D Systems Corporation
333 Three D Systems Circle
Rock Hill, SC  29730

Re: 3D Systems Corporation
 Form 10-K
Filed February 23, 2012
File No. 001 -34220

Dear Mr. Reichental :

We have reviewed your filing an d have the following comment.  Please respond to this
letter within ten business days by amending your filing, by providing the requested information,
or by advising  us when you will provide the requested response.   If you do not believe our
comment applies  to your facts and circumstances or do not believe an amendment is appropriate,
please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to our comment , we may have  additional comments.

Part III (incorporated by reference from the Definitive Proxy Statement filed on March 30, 2012

Security Ownership of Certain Beneficial Owners and Management, page 39

1. Please advise who holds the voting and dispositive power over the shares of your
common stock held by the Clark Estates, Inc.  If Mr. Moore holds or shares such power,
please advise why the 2,836,464 shares held b y the Clark Estates are not included in his
individual holdings (and in the holdings of all directors and officers as a group) in the
beneficial ownership table.  Refer to Item 403 of Regulation S -K.

We urge all persons who are responsible for the accur acy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

Abraham N. Reichental
3D Systems Corporation
June 15, 2012
Page 2

 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.

 If you have any qu estions regarding our comment , please contact Matthew Crispino, Staff
Attorney, at (202) 551 -3456  or, in his absence, me at (202) 551 -3462 .  Should you require further
assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3735.

        Sincerely,

        /s/ Mark P. Shuman

        Mark P. Shuman
        Branch Chief - Legal

July 23, 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 completed our review of your Fo rms 10-K and related filings and have no
further comments at this time on the specific issues raised.

       S i n c e r e l y ,

              S t e p h e n  K r i k o r i a n          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
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corresp

    Robert M. Grace, Jr.

    Direct Dial: +1 803.326.3989

    Vice President, General Counsel

And Secretary

July 22, 2010

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Stephen Krikorian

    Re:

    3D Systems Corporation

Form 10-K for the fiscal year ended December 31, 2009

Filed February 24, 2010

Form 10-Q for the fiscal quarter ended March 31, 2010

Filed May 5, 2010

File No. 001-34220

Gentlemen:

     On behalf of 3D Systems Corporation (the “Company”), I hereby respond to the comments of the
staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the above-referenced
filings set forth in its comment letter dated July 12, 2010 (the “Comment Letter”).

     In connection with its response, the Company acknowledges that:

    •

    It is responsible for the adequacy and accuracy of the disclosure in its
filings;

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the SEC from taking any action with respect to the Company’s filings; and

    •

    the Company may not assert Staff comments as a defense in any proceeding
initiated by the SEC or any person under the federal securities laws of the United
States.

3D Systems Corporation      •
 333 Three D Systems Circle      •
Rock Hill, SC 29730      •      USA

Phone: 803.326.3900           •
Fax: 803.326.4311           •
www.3dsystems.com           •           NASDAQ: TDSC

U.S. Securities and Exchange Commission

Page 2

July 22, 2010

     For convenience of reference, I have set forth below the text of the comments in the Comment
Letter in bold, italicized text before the respective responses to each comment. In addition, I
have conformed the section headings and paragraph numbers to those in the Comment Letter.

Form 10-K for the Fiscal Year Ended December 31, 2009

Part III (Incorporated by reference from the Definitive Proxy Statement filed on March 31,
2010)

Corporate Governance Matters

Board Leadership Structure, page 13

    1.

    We note your response to prior comment 6. In future filings, please provide enhanced
disclosure regarding the role of your board of directors in risk oversight. Consider
including disclosure as to how the board administers its risk oversight function, such as
whether it is through the whole board or a committee, and how the board or committee
monitors risk. Refer to Section II.C of SEC Release 33-9089 for additional guidance.

         In response to the Staff’s comment, we are pleased to confirm that the Company will
provide enhanced disclosure in future filings regarding the role of our board of directors
in risk oversight including, to the extent applicable, disclosure as to how the board
administers its risk oversight function, such as whether it is through the whole board or a
committee, and how the board or committee monitors risk.

Form 10-Q for the Quarterly Period Ended March 31, 2010

Item 4. Controls and Procedures, page 25

    2.

    Your effectiveness conclusion does not cite the definition of disclosure controls and
procedures set forth in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act.
We commented on a similar deficiency in the disclosure in your Form 10-K for the fiscal
year ended December 31, 2009 in our letter dated March 17, 2010. Please tell us whether
your disclosure controls and procedures were effective as of March 31, 2010 to provide
reasonable assurance that the information that you are required to disclose in the reports
that you file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s
rules and forms, and that such information is accumulated and communicated to your
management, including your Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure. Also, confirm that in
future Exchange Act filings your effectiveness conclusions will cite, or

U.S. Securities and Exchange Commission

Page 3

July 22, 2010

    cite to, the
definition of disclosure controls and procedures set forth in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act.

         In response to the Staff’s comment, we are pleased to confirm that the Company
determined prior to filing both its Form 10-K for the year ended December 31, 2009 and its
Form 10-Q for the quarterly period ended March 31, 2010 that its disclosure controls and
procedures were effective as of those respective dates to provide reasonable assurance that
the information that the Company is required to disclose in the reports that it files or
submits under the Securities Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to the Company’s management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosure. We confirm that, in future Securities Exchange Act filings, the
Company’s effectiveness conclusions as to disclosure controls and procedures will, as
requested by the Staff cite, or cite to, the definition of disclosure controls and
procedures as defined and set forth in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act as well as to the standards set forth in that definition.

* * * * * *

     We deeply appreciate the Staff’s availability by phone to further assist the company and trust
that the foregoing adequately responds to the comments.

     Please don’t hesitate to contact me at (803) 326-3989, or Andrew Johnson at (803) 326-4003 if
you have any questions regarding our responses. We would welcome the opportunity to discuss any
matters not addressed to your satisfaction above with appropriate persons on the Staff with the
objective of resolving any remaining open concerns of the Staff.

    Very truly yours,

    /s/Robert M. Grace, Jr.

Robert M. Grace, Jr.

Vice President, General Counsel and Secretary

    cc:

    Abraham N. Reichental

Damon J. Gregoire

Andrew M. Johnson

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

       July 12, 2010  Robert M. Grace, Jr. Vice President, General Counsel and Secretary
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 Form 10-Q for the Fiscal Qu arter Ended March 31, 2010
Filed May 5, 2010 File No. 001-34220
Dear Mr. Grace:
We have reviewed your response letter da ted June 11, 2010 and the Form 10-Q filed on
May 5, 2010 and we have the following comments.  Re ferences to prior comments refer to those
in our letter dated May 27, 2010.  Form 10-K for the Fiscal Year Ended December 31, 2009

Part III (Incorporated by reference from the Definitive Proxy Statement filed on March 31, 2010)

Corporate Governance Matters

Board Leadership Structure, page 13

1. We note your response to prior comment 6.  In future filings, please provide enhanced disclosure regarding the role of your board of directors in risk oversight.  Consider
including disclosure as to how the board administers its risk oversig ht function, such as
whether it is through the whole board or a committee, and how the board or committee monitors risk.  Refer to Section II.C of SEC Release 33-9089 for additional guidance.

Form 10-Q for the Quarterly Period Ended March 31, 2010

Item 4.  Controls and Procedures, page 25

2. Your effectiveness conclusion does not cite the definition of disclosure controls and
procedures set forth in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act.
We commented on a similar deficiency in the di sclosure in your Form 10-K for the fiscal

Robert M. Grace, Jr.
3D Systems Corporation July 12, 2010 Page 2
year ended December 31, 2009 in our letter da ted March 17, 2010.  Please tell us whether
your disclosure controls and procedures were  effective as of March 31, 2010 to provide
reasonable assurance that the information that you are required to disc lose in the reports
that you file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms,
and that such information is accumulated and communicated to your management, including your Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required di sclosure.  Also, confirm that in future
Exchange Act filings your effectiveness conclusions will cite, or cite to, the definition of disclosure controls and procedures as set forth in Rules 13a-15(e)  and 15d-15(e) under
the Securities Exchange Act.

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.  Please furnish a cover letter that keys your
response to our comments and prov ides any requested information.  Detailed cover letters greatly
facilitate our review.  Please understand that we may have additional comments after reviewing
any amendment and your response to our comments.
 If you have any questions about our comment s, please contact Matthew Crispino, Staff
Attorney, at (202) 551-3456.  If you need furthe r assistance, you may contact me at (202) 551-
3735.
       S i n c e r e l y ,           B a r b a r a  C .  J a c o b s
Assistant Director

CORRESP
1
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corresp

    Robert M. Grace, Jr.

    Direct Dial: +1 803.326.3989

    Vice President, General Counsel

    And Secretary

June 11, 2010

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Stephen Krikorian

    Re:

    3D Systems Corporation

Form 10-K for the fiscal year ended December 31, 2009

File No. 001-34220

Gentlemen:

     On behalf of 3D Systems Corporation (the “Company”), I hereby respond to the comments of the
staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the above-referenced
filings set forth in its comment letter dated May 27, 2010 (the “Comment Letter”).

     In connection with its response, the Company acknowledges that:

    •

    It is responsible for the adequacy and accuracy of the disclosure in its
filings;

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the SEC from taking any action with respect to the Company’s filings; and

    •

    the Company may not assert Staff comments as a defense in any proceeding
initiated by the SEC or any person under the federal securities laws of the United
States.

     For convenience of reference, I have set forth below the text of the comments in the Comment
Letter in bold, italicized text before the respective responses to each comment. In addition, I
have conformed the section headings and paragraph numbers to those in the Comment Letter.

3D
Systems Corporation • 333 Three D Systems Circle • Rock
Hill, SC 29730 • USA

Phone: 803.326.3900 • Fax: 803.326.4311 • www.3dsystems.com
• NASDAQ: TDSC

U.S. Securities and Exchange Commission

Page 2

June 11, 2010

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 consideration of disclosing the weighted-average amortization period and
the estimated amortization expense over the next five years for the non-compete agreements.
We refer you to FASB ASC 350-30-50.

         In response to the Staff’s comment, the Company notes that, in preparing its Form 10-K
for the year ended December 31, 2009, the Company considered the need to break out the
components of Other Intangible assets. The Company concluded that none of the components of
Other Intangible assets, including the non-compete agreements, represented a major asset
class and that none of the future amortization amounts were material to the statement of
operations or to the balance sheet. Accordingly, the Company determined that disclosing the
amortization period and estimated amortization expense was not required. We have included
the table below, which breaks out the components of Other Intangible assets, to illustrate
the basis of our conclusions:

    Amounts in thousands

    Future Annual Amortization Expense

    12/31/09

    Net Balance

    2010

    2011-2014

    Internally developed software

    $
    0

    $
    0

    $
    0

    Other acquisition-related intangibles

    0

    0

    0

    Non-compete agreements

    151

    30

    30

    Trade names

    24

    24

    0

    Customer relationships

    551

    48

    48

    Backlog

    0

    0

    0

    Total

    $
    726

    $
    102

    $
    78

         In the event that the balance of any component of Other Intangible assets represents an
amount that, if broken out and disclosed separately, would be beneficial to users of the
Company’s financial statements in the future, the Company will then make the appropriate
disclosures as required by FASB ASC 350-30-50.

Note 14. Stock-Based Compensation and Stockholders’ Rights Plan, page F-24

    2.

    Tell us your consideration of providing all the disclosures required by FASB ASC
718-10-50 for the awards issued under your 2004 Stock Plan. As part of your response,

U.S. Securities and Exchange Commission

Page 3

June 11, 2010

    explain whether you estimate the fair value of the awards granted under the 2004 Stock Plan
using a valuation technique such as an option pricing model. We refer you to FASB ASC
718-10-30.

         In response to the Staff’s comment, the Company notes that as clarification to Note 14,
“Stock-Based Compensation and Stockholders’ Rights Plan” in its 2009 Form 10-K, the two
types of equity awards outstanding are restricted stock awards and stock options. Restricted
stock is valued based on the fair market value of the common stock at the close of business
on the date of grant less the amount paid by the recipient and is expensed over the vesting
period of each award. The only vesting requirement is the passage of time. As such, the use
of pricing models is not required for restricted stock awarded under the 2004 Stock Plan. In
regards to the stock options, all outstanding options under the Company’s plans were fully
vested prior to January 1, 2009. Accordingly, valuation techniques such as an option
pricing model were not needed as there was no expense associated with stock options in 2009.

Note 18. Computation of Net Income (Loss) per Share, page F-29

    3.

    You have not disclosed whether any potentially dilutive shares were excluded from the
calculation of diluted earnings per share as of December 31, 2009. Tell us how you
considered the awards issued under your 2004 Stock Plan and previous stock option plans
when determining 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.

         In response to the Staff’s comment, the Company notes that due to the positive net
income the Company reported in 2009, no dilutive potential common shares were excluded from
the diluted EPS calculation. As disclosed in the last paragraph of Note 18 to the Company’s
2009 Form 10-K, for 2008 and 2007, dilutive potential common shares were excluded due to the
Company’s loss position in those periods, the inclusion of which would have been
anti-dilutive.

         Stock options where the strike price was in excess of the market price at the close of
each period were appropriately not used in the diluted EPS calculation for all years
presented. These amounts were 354 thousand shares in 2009, 315 thousand shares in 2008, and
0 shares in 2007.

         In the future, the Company will add language to the disclosure to make it clear that
there were no dilutive potential common shares or state the amount of dilutive potential
common shares if there are any.

     Part III (Incorporated by reference from the Definitive Proxy Statement filed on March 31,
2010)

U.S. Securities and Exchange Commission

Page 4

June 11, 2010

Security Ownership of Certain Beneficial Owners and Management, page 7

    4.

    We note the statement in footnote 1 to the beneficial ownership table that the common
stock amounts provided in the table 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 within
sixty days. See Item 403 of Regulation S-K and Rule 13d-3(d)(1) under the Exchange Act.

         In response to the Staff’s comment, we confirm that the shares listed in the beneficial
ownership table on page 7 of the Company’s Proxy Statement filed on March 31, 2010 include
shares that the named persons or entities are deemed to own by virtue of Item 403 of
Regulation S-K and Rule 13d-3(d)(1) under the Exchange Act and therefore include all shares
that they have a right to acquire within sixty days.

         We are also pleased to confirm that the Company will continue to disclose in beneficial
ownership tables in future filings shares that the persons or entities listed are deemed to
own by virtue of Item 403 of Regulation S-K and Rule 13d-3(d)(1) under the Exchange Act and,
when appropriate, will state that such shares include shares the named persons or entities
have a right to acquire within sixty days.

Proposal One

Election of Directors, page 10

    5.

    We noted your statement in this section that your board “believes that each of the
nominees for director is well 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 the 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 Compliance and
Disclosure Interpretations, available on our website.

         In response to the Staff’s comment, the Company set out on page 10 of the Proxy
Statement filed on March 31, 2010, in the expanded Business Experience disclosure of each
nominee for director set out on pages 11 and 12 of the Proxy Statement and in other
disclosures cross-referenced in the Proxy Statement lengthy disclosure of the experience,
qualifications, attributes or skills, and of the Board’s considerations, that led the
Company’s Board to conclude that the individuals nominated should serve as directors.

         With respect to Question 116.05 of the Staff’s Regulation S-K Compliance and Disclosure
Interpretations, we are pleased to confirm that the Company will provide

U.S. Securities and Exchange Commission

Page 5

June 11, 2010

    additional disclosure in future filings intended to amplify with respect to each
individual director nominee the particular experience, qualifications, attributes or skills
that led the Company’s Board to conclude that the individual should serve as a director.

Corporate Governance Matters

Board Leadership Structure, page 13

    6.

    You indicate in this section that you believe the separation of the positions of
Chairman and Chief Executive Officer has been beneficial to your company, although your
board does not view any particular board leadership structure as preferable. With a view
toward providing enhanced disclosure in future filings, please explain why you believe that
your current leadership structure is appropriate given your specific characteristics and/or
circumstances. Also, please discuss the extent of the board’s role in risk oversight and
the effect that this has on the board’s leadership structure. Refer to Item 407(h) of
Regulation S-K.

         In response to the Staff’s comment, the Company is pleased to confirm that the Board
separated the positions of Chairman and Chief Executive Officer in 1999, more than 10 years
ago as disclosed in the section entitled “Board Leadership Structure” on page 13 of the
Proxy Statement filed on March 31, 2010. Throughout that period, Mr. Loewenbaum, an
independent director, has occupied the position of Chairman.

         The Board determined that the existing leadership structure has proven to be beneficial
for the Company. We are pleased to confirm to you that, as a result of the Board’s informal
processes for communicating among members of the Board and evaluating the performance of
members of the Board, it has become clear to the Company that the Board is satisfied with
the current separation of the positions of Chairman and Chief Executive Officer, and the
Board has formally approved the incumbents in those positions. As a result of this ongoing
process, the Board did not deem it necessary to make any further formal determination as to
why this current leadership structure is appropriate.

         However, with a view toward providing enhanced disclosure in future filings, the
Company will recommend to the Board that it adopt enhanced procedures and processes for
determining whether its current leadership structure is appropriate given the Company’s
specific characteristics and/or circumstances and will disclose in future filings
information as to any related material conclusions of the Board.

         On the matter of risk management, we are pleased to confirm to you that the management
of risk is among the Board’s responsibilities in exercising its oversight responsibilities.
(Please see the section titled “Responsibility and Oversight” on page 13 of the Proxy
Statement for a discussion of the Board’s role in risk oversight.)

U.S. Securities and Exchange Commission

Page 6

June 11, 2010

         We can also advise you that 75% of the directors, including the Board’s Chairman, are
independent directors, all of the Company’s directors are mindful of and diligent in
carrying out their role in the oversight of the Company’s affairs, and all of them are fully
aware of their responsibility to exercise appropriate business judgment after considering
all relevant factors, including an evaluation of any related risks in matters that come
before them.

Related Party Transactions Policies and Procedures, page 17

    7.

    We note your disclosure in this section that in adopting your related party transaction
policy, your board preapproved certain types of transactions even if the amounts involved
exceed $120,000. We also note the statement in this section that “no transactions that
would constitute related-party transactions were considered by the Board or any of its
committees since the beginning of 2009.” Please clarify whether the company engaged in any
transactions since the beginning of fiscal 2009 that are required to be disclosed under
Item 404(a) of Regulation S-K.

         In response to the Staff’s comment, the Company is pleased to confirm that the Proxy
Statement dated March 31, 2010 does not disclose any transactions since the beginning of
fiscal 2009 that are required to be disclosed under Item 404(a) of Regulation S-K because
there were no such transactions.

Director Compensation for 2009, page 18

    8.

    The director compensation table indicates that Messrs. Curran and Kever were paid
$39,663 and $50,364, respectively, in fees for their services as directors during fiscal
2009. In light of the directors’ fees disclosed on page 19, however, it is unclear how
these two directors earned the amounts disclosed in the table. Please advise.

         In response to the Staff’s comment, the Company is pleased to advise the Staff that the
Company has reviewed the directors’ compensation set forth in the Proxy Statement filed on
March 31, 2010 and that the amounts of $39,663 and $50,364, respectively, for Messrs. Curran
and Kever in the table of directors’ compensation set forth on page 18 of the Proxy
Statement are accurate as is the summary of directors’ fees set forth on page 19 of the
Proxy Statement. We kindly direct your attention to the disclosure under “Audit Committee”
on page 14 of the Proxy Statement stating that “Mr. Curran became a member of the Audit
Committee on November 10, 2009 upon the retirement of Mr. Kever as a member of that
Committee.” The cash fees earned by each Board member during any year vary based on the
committees on which they serve and the meetings they attend. When a change is made during
the course of a year, any applicable cash fees are pro-rated.

    Employee Compensation and Attendant Risks, page 22

U.S. Securities and Exchange Commission

Page 7

June 11, 2010

    9.

    We note your statement in this section that you believe “there are no substantial risks
associated with our compensation practices 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 conclusion and describe the process you undertook to reach it.

         In response to the Staff’s comment, the Company is pleased to confirm that that it
unde

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

CORRESP
1
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corresp

3D Systems Corporation

333 Three D Systems Circle

Rock Hill, SC 29730

April 21, 2010

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Mr. Mark P. Shuman

Re:      3D Systems Corporation Registration Statement on Form S-3 (Registration No. 333-165053)

Gentlemen:

     Pursuant to Rule 461 under the Securities Act of 1933, as amended, 3D Systems Corporation (the
“Company”) hereby requests acceleration of effectiveness of the above-referenced Registration
Statement to 10:00 a.m., Eastern Time, on Friday, April 23, 2010, or as soon thereafter as
practicable.

     In connection with our request, the Company acknowledges that:

    •

    should the SEC or the Staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the SEC from taking any action with respect
to the filing;

    •

    the action of the SEC or Staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosures in the filing; and

    •

    the Company may not assert Staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the SEC or any person under the federal
securities laws of the United States.

     Please consider this request for acceleration of the effective date of the registration
statement as confirmation that we are aware of our responsibilities under the Securities Act of
1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the
securities specified in the above registration statement.

     Should you have any questions with respect to this matter, please call the undersigned at
(803) 326-3989.

    Very truly yours,

    3D SYSTEMS CORPORATION

    By:

    /s/ Robert M. Grace, Jr.

    Vice President, General Counsel and Secretary

    cc:

    Andrew M. Johnson

Andrew A. Gerber

Mail Stop 4561
March 17, 2010
 Robert M. Grace, Jr. Vice President, General Counsel and Secretary 3D Systems Corporation 333 Three D Systems Circle Rock Hill, SC 29730
 Re: 3D Systems Corporation
  Registration Statement on Form S-3   Filed February 24, 2010   File No. 333- 165053
   Form 10-K for the Fiscal Year Ended December 31, 2009   Filed February 24, 2010   File No. 001-34220
Dear Mr. Grace:
  We have limited our review of the above-referenced filings to those issues addressed in our comments below.  Where indicated, we think you should revise your filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  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 S-3

 Signatures

 1. Please revise to include the signature of the company’s principal accounting officer.  See
Instruction 1 to Signatures in the Form S-3.
Form 10-K for the Fiscal Year Ended December 31, 2009

Robert M. Grace, Jr.
3D Systems Corporation
March 17, 2010 Page 2   Item 9A.  Controls and Procedures

 Evaluation of Disclosure Controls and Procedures, page 49

 2. Your effectiveness conclusion does not cite the definition of disclosure controls and
procedures set forth in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act.  Instead, it states that your “disclosure controls and procedures were effective as of December 31, 2009 to provide reasonable assurance that our Consolidated Financial Statements included in this 10-K were prepared in accordance with generally accepted accounting principles (“GAAP”) and present fairl y, in all material respects, our financial
position, results of operations and cash flows for the periods presented in conformity with GAAP.”  Please tell us whether your disclosure controls and procedures were effective as of December 31, 2009 to provide reasonable assurance that the information that you are required to disclose in the reports that you file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to your management, including your Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.  Also, confirm that in future Exchange Act filings your effectiveness conclusions will cite, or cite to, the definition of disclosure controls and procedures as set forth in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act.

* * * * *

As appropriate, please amend your registration statement in response to these comments.
Your responsive amendment should also include a marked copy of the amended filing that conforms with the provisions of Rule 310 of Regul ation S-T.  Marked copies such as those in
HTML format that show changes within paragraphs help us to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses 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 information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all the facts relating to a company’s disclosure, they are responsible for the accuracy and adequately of the disclosures they have made.    Notwithstanding our comments, in the event the company requests acceleration of the

Robert M. Grace, Jr.
3D Systems Corporation
March 17, 2010 Page 3  effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;
• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
• the company may not assert staff comments and the declaration of effectiveness 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 advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.     We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
 We direct your attention to Rule 461 regarding requesting acceleration of a registration
statement.  Please allow adequate time after th e filing of any amendment for further review
before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.   If you have any questions regarding these comments, please contact Matthew Crispino at (202) 551-3456.  Should you require further assistan ce, you may contact the undersigned at (202)
551-3462.            S i n c e r e l y ,             M a r k  P .  S h u m a n          B r a n c h  C h i e f  -  L e g a l    cc: Via Facsimile: (704) 331-5135

Robert M. Grace, Jr.
3D Systems Corporation March 17, 2010 Page 4   Andrew A. Gerber, Esq.  Hunton & Williams LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        May 16, 2008
  Mr. Abraham N. Reichental President and Chief Executive Officer 3D Systems Corporation 333 Three D Systems Circle Rock Hill, SC 29730
Re: 3D Systems Corporation
Form 10-K/A for Fiscal Year Ended December 31, 2006
Form 10-Q for Fiscal Quarter Ended September 30, 2007 File No. 000-22250

Dear Mr. Reichental:
We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

Sincerely,

Stephen Krikorian Branch Chief

CORRESP
1
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3D Systems Corporation

Via UPS

    U.S. Securities and Exchange Commission

Mail Stop 4561

450 Fifth Street, N.W.

Washington, D.C. 20546-0406

    Attn:

    Mr. Stephen Krikorian/Accounting Branch Chief

Mr. Chris White/Sr. Staff Accountant

May 2, 2008

    Re:

    3D Systems Corporation

Form 10-K/A for the Fiscal Year Ended December 31, 2006

Form 10-Q for the Quarterly Period Ended September 30, 2007

File No. 000-22250

Dear Mr. Krikorian and Mr. White:

     On behalf of 3D Systems Corporation, a Delaware corporation (the “Company”), and in connection
with Form 10-K/A for the Fiscal Year Ended December 31, 2006, (the “Form 10-K/A”) and the Form 10-Q
for the Quarterly Period ended September 30, 2007, we hereby respectfully respond to the March 4,
2008, comment letter of the Staff of the Securities and Exchange Commission. The paragraph
numbering and headings of this letter correspond to the paragraph numbering used in the Staff’s
March 4th letter. Unless otherwise indicated, page references herein refer to the pages
of the Form 10-K/A. For convenience of reference, we have included the text of the Staff’s comments
in bold text preceding the respective responses.

Securities and Exchange Commission

May 2, 2008

Page 2 of 17

Form 10-K/A for the Fiscal Year Ended December 31, 2006

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

    1.

    We note your response to comment 2 of our letter dated February 7, 2008 and we
reissue the comment. We are unable to reconcile the proposed response with the disclosure
requirements of Item 303 of Regulation S-K. It appears that a significant impact on
revenues resulted from a change in prices that you do not quantify. Further, it appears
that the changes in average prices of products delivered is a trend that has affected your
results historically and which may affect those results in future periods. As previously
requested, please quantify the amount of the change in prices and provide appropriate
quantitative or qualitative disclosure of the impact on the change in prices. In addition,
with respect to a change in the “product mix”, although you state that there has been a
trend toward lower-price systems that significantly affected revenue and operating
results, we are currently unable to concur that quantitative and additional qualitative
disclosure is not required.

     We note that the Staff has reissued its original comment 2 requesting a more detailed
explanation of price and mix effects. With respect to your reference to the requirements of Item
303 of Regulation S-K, we kindly call your attention to our February 7, 2008 response letter in
which we stated that:

    “We are aware of the MD&A requirements that encourage the disclosure of quantitative
information relating to, among other things, factors that affect changes in revenue, and
have provided that information to the extent that it was practicable to do so without undue
effort and expense.”

     As indicated in the Form 10-K/A for the year ended December 31, 2006 and further described in
our response letter, our reporting systems were not configured to produce more detailed
quantitative information on price and mix effects for the period in question.

     Our response letter evidenced our intention to consider further disclosure on price and mix
effects in future filings. We stated that:

    “We are pleased to advise you that, at such time as we are able to produce more detailed
quantitative data with respect to the effect of price and mix changes as they affect
revenue that would be meaningful and material to investors, we intend to do so in future
filings.”

Securities and Exchange Commission

May 2, 2008

Page 3 of 17

     In light of the Staff’s reassertion of its comment 2, in preparing our Annual Report on Form
10-K for the year ended December 31, 2007, which we filed with the SEC on March 17, 2008 (the “2007
Form 10-K”), we considered this intention and supplemented our prior disclosures of price and mix
effects by stating, as set forth in the MD&A on page 28 of the 2007 Form 10-K, that:

    “Our reporting systems are not currently configured to produce more quantitative
information regarding the effect of price and mix changes on revenue.”

     As such, we are currently not able to further quantify the amount of the change in prices or
product mix or to provide further quantitative disclosure of the impact of the change in prices or
product mix on revenue for any past periods.

     We also considered the Staff’s comments in its letter dated March 4, 2008 that “it appears
that a significant impact on revenues resulted from a change in prices that [we] do not quantify”
and that “changes in average prices of products delivered is a trend that has affected [our]
results historically and which may affect those results in future periods.” We believe that
disclosures to that effect would not be accurate in the context of our performance and for that
reason would be inappropriate for us to make. We did, however, conclude that we had a reasonable
basis for making the disclosure set forth below, which the Staff will also see in the MD&A
disclosure on page 28 of the 2007 Form 10-K:

    “However, we believe that changes in product mix, rather than changes in average
selling prices, are the principal contributor to the price and mix effects that we
experienced in 2007, 2006 and 2005.”

     As we have previously advised the Staff, at such time as we are able to produce more detailed
quantitative data with respect to the effect of price and mix changes as they affect revenue that
would be meaningful and material to investors, we intend to do so in future filings.

Securities and Exchange Commission

May 2, 2008

Page 4 of 17

Notes to Consolidated Financial Statements

Note 2 Significant Accounting Policies

Revenue Recognition, page F-11

    2.

    We note you have concluded that software is incidental to your product as a whole in
response to prior comment number 3. Your response states that your maintenance contracts
do not provide for software upgrades in support of your conclusion. Please clarify how you
evaluated the software downloads available on your website for SLA and SLS systems when
determining that you do not offer software upgrades. In this respect, we note that you
“provide the latest available software modules for download” for customers “currently on
warranty or those with a current 3D Systems maintenance plan.” Explain whether the
software upgrades offered to your customers on your website relates to the software
embedded in your SLA and SLS systems. If so, further clarify how you determined that your
maintenance contracts do not provide for software upgrades and how you determined that the
software in your systems are incidental to the product as a whole.

     Our website does not employ the word “upgrade” with respect to its meaning in terms of
accounting revenue recognition.

     Generally, the upgrades offered to our customers on our website are updates related to the
software embedded in our SLA® and SLS® machines. The software works with only our machines and our
machines work with only our software. More specifically, we define updates and upgrades as follows:

    •

    Software updates are generally related to patches, programming corrections, or
minor enhancements to our software and are included as part of our warranty and
maintenance plans.

    •

    Software upgrades provide new functionality as a new software package and are
generally sold separately.

     The updates available to our customers under warranty and maintenance plans relate to software
embedded in our machines. These plans are optional and are not essential to the functionality of
the software. More specifically, we define warranty and maintenance as follows:

    •

    A warranty is our agreement with a machine purchaser that we will, without charge,
repair or replace defects in the machine within a given time limit and under certain
conditions. Warranty coverage is generally for a three month period. After which,
extended warranties for up to one year of coverage are available at the time of
purchase. Warranty and extended warranty revenue is a deferred portion of the machine
revenue. The vendor specific objective evidence of fair value is deferred and
recognized over the respective term. As discussed in comment 3.

Securities and Exchange Commission

May 2, 2008

Page 5 of 17

    •

    Our maintenance plans are agreements to perform certain agreed upon services to
maintain a product for a specified period of time beyond the period covered by the
original warranty periods discussed above. Customers desiring maintenance have to sign
new agreements at prices based on the then current price list. Customers are not
required to remain on maintenance. Maintenance revenue is deferred and recognized
ratably over the term.

     The software downloads from our website for customers currently on warranty or on a
maintenance plan are for software updates generally related to patches, programming corrections, or
minor enhancements. These downloads typically do not represent substantial changes in
functionality. Furthermore, updates are not required for the machine to function as originally
sold. Customers are not required to purchase maintenance or extended warranty plans.

     Software upgrades may be purchased separately by our customers, at their discretion, as they
are not part of a warranty or maintenance plan. Generally, when substantive changes in
functionality are made to our software, a new software package is created, and our customers may
purchase it separately as this upgrade is not offered under our warranty or maintenance plans. We
specifically address this in the service agreements with our customers as we reserve the right to
define a new software package when new functionality is added to our software. Upgrades and updates
are not required for the machine to operate as originally sold.

     In the unusual instances when updates are more than minor increases in functionality, such
updates are offered at no additional cost to all customers covered under a related active warranty
or maintenance plan. These updates are not required to operate the system as originally sold.
Customers who have elected not to purchase extended warranty or maintenance plans still have use of
the product As discussed in response below to the Staff’s Comment 3, the revenue from warranty and
maintenance plans is recognized ratably over the term of the agreement.

     The software licensed, including any separately purchased upgrades, is integral to the
operation of our machines. However, it will not function without our machines as the software is
embedded into the machine. It is incidental to the product as a whole.

     Though our machines have a software component, SOP 97-2 was deemed not applicable. Our
conclusion was based on the following analysis:

    •

    Our software is critical, as in SOP 97-2 Example 1 below, to the operation of our
machine, but it is neither the focus of our marketing efforts nor is it what the
customer perceives he or she is obtaining. Our costs incurred for the development of
the software are within the scope of FASB Statement No. 86, Accounting for the Costs
of Computer Software to Be Sold, Leased, or

Securities and Exchange Commission

May 2, 2008

Page 6 of 17

    Otherwise Marketed, and the production costs of such software are insignificant
relative to the other development and production costs of the system;

    •

    Our software is not, as in SOP 97-2 Example 2 below, the focus of our marketing
efforts. Our software is not prominently displayed in our marketing literature,
convention kiosks, or web site. Our machines are the focus of our marketing efforts;
and

    •

    Our software is not, as in SOP 97-2 Example 3 below, valued by the customer without
the machine.

    •

    Though we offer maintenance and extended warranty plans which include updates to
our software, these plans are not essential to the software nor are they required to
be purchased. Additionally, the updates that are available with these plans are not
needed for the machine to operate as sold.

Additional indicators that we considered when determining that our software was incidental to the
product as a whole were:

    •

    Our software can neither be used on competitor products nor can it be downloaded
from one of our machines and to another of one of our machines

    •

    Our software does not require our customers to provide dedicated information
technology support;

    •

    Our software may not be substituted for software provided by a competitor as our
machines work with only our software; and

    •

    Our product is not sold or distributed along with other software products.

     We therefore concluded that the software component is incidental to the system as a whole.
Accordingly we concluded that EITF 03-5, Applicability of AICPA Statement of Position 97-2 to
Non-Software Deliverables in an Arrangement Containing More-Than-Incidental Software, does not
apply to our machines and our incidental software.

     The following examples referred to above are excerpts from Appendix A of SOP 97-2 —
Paragraph .146:

    Example 1

    Facts

An automobile manufacturer installs software into an automobile model. This
software is used solely in connection with operating the automobile and is not sold
or marketed separately. Once installed, the software is not updated for new
versions that the manufacturer subsequently develops. The automobile manufacturer’s
costs for the development of the software that are within the scope of FASB
Statement No. 86, Accounting for the Costs of Computer Software to Be Sold, Leased,
or Otherwise Marketed

Securities and Exchange Commission

May 2, 2008

Page 7 of 17

    and the production costs of such software are insignificant relative to the other
development and production costs of the automobile.

    Applicability

The Statement of Position (SOP) is not applicable to such software because the
software is deemed incidental to the product as a whole.

    Discussion

Although the software may be critical to the operations of the automobile, the
software itself is not the focus of the marketing effort, nor is it what the
customer perceives he or she is obtaining. The development and production costs of
the software as a component of the cost of the automobile is incidental.

    Example 2

    An entity develops interactive training courses for sale or licensing to customers.
These courses are delivered on a compact disc, which is loaded onto a customer’s
computer. The courses are developed such that, based on the responses received to a
particular question, different questions are generated and content of the course
material that is displayed is determined in a manner that directs the user’s
learning experience in a more focused way. The course developer’s costs for the
development of the software content are within the scope of Subtopic 985-20 and are
significant. The interactive nature of the courses is mentioned prominently in the
marketing efforts.

    Discussion

The software revenue recognition literature is applicable because the software is
not incidental to the product. Although some might argue that the product is maps,
not software, the marketing of the product focuses on the interactive features made
possible by the software. In this situation, the conclusion would not change, even
if the software development costs were small and no post-sale upgrade or technical
support were provided.

    Example 3

    Company A manufactures a handheld personal organizer that includes a calendar,
address book, calculator, and game modules. The personal organizer operates using a
proprietary software operating system, for which upgrades are periodically

CORRESP
1
filename1.htm

3D Systems Corporation

CONFIDENTIAL TREATMENT REQUESTED

BY 3D SYSTEMS CORPORATION

    VIA EDGAR

    FOIA Confidential Treatment Request

U.S. Securities and Exchange Commission

Mail Stop 4561

450 Fifth Street, N.W.

Washington, D.C. 20546-0406

Attn: Mr. Stephen Krikorian/Accounting Branch Chief

          Mr. Chris White/Sr. Staff Accountant

February 7, 2008

    Re:

    3D Systems Corporation

    Form 10-K/A for the Fiscal Year Ended December 31, 2006

    Form 10-Q for the Quarterly Period Ended September 30, 2007

    File No. 000-22250

Dear Mr. Krikorian and Mr. White:

          On behalf of 3D Systems Corporation, a Delaware corporation (the “company”), and in connection
with Form 10-K/A for the Fiscal Year Ended December 31, 2006 (the “Form 10-K/A”) and the Form 10-Q
for the Quarterly Period Ended September 30, 2007, we hereby respectfully respond to the November
30, 2007 comment letter of the Staff of the Securities and Exchange Commission. The paragraph
numbering and headings of this letter correspond to the paragraph numbering used in the Staff’s
November 30th letter. Unless otherwise indicated, page references herein refer to the
pages of the Form 10-K/A. For convenience of reference, we have included the text of the Staff’s
comments in bold text preceding the respective responses.

          This letter omits confidential information for which we seek confidential treatment under the
Freedom of Information Act. Portions of this letter for which confidential treatment is sought are
marked as [redacted]. A separate unredacted version of this letter has been delivered to the
Staff.

     Item 6. Selected Financial Data

    1.

    We note your use of the EBITDA and EBIT non-GAAP financial measures. Please address
the following comments with respect to your use of these measures:

    •

    It appears that you are calculating your EBIT and EBITDA non-GAAP measures
differently than the description of such measures in Section I of SEC Release No.
34-47226, Conditions for Use of Non-

Securities and Exchange Commission

February 7, 2008

Page 2 of 31

CONFIDENTIAL TREATMENT REQUESTED

BY 3D SYSTEMS CORPORATION

    GAAP Financial Measures. If this is the case, you should use titles of the
measures that clearly identify the measure being used, instead of EBIT and EBITDA.
We refer you to Question 14 of the Frequently Asked Questions Regarding the Use of
Non-GAAP Finance Measures (“Non-GAAP FAQ”) released on June 13, 2003.

               We have reviewed Section I of SEC Release No. 34-47226 and Question 14 of the Non-GAAP FAQ.
With respect to EBIT and EBITDA, we note that the answer to Question 14 of the Non-GAAP FAQ states
that “[e]arnings” means net income as presented in the statement of operations under GAAP. In this
connection, the Staff is advised that the company calculates EBITDA and EBIT based on net income as
presented in the statement of operations under GAAP and not differently from the descriptions of
those measures in Section I of Release No. 34-47226. The following table presents such calculations
for the year ended December 31, 2006 (in thousands) as referred to in the Selected Financial Data
table on page 24 and in footnote (7); thereto on page 27:

    Net loss as reported per GAAP

    $
    (29,280
    )

    Add: Interest expense

    1,645

    Income tax expense

    2,179

    EBIT

    (25,456
    )

    Add: Depreciation and amortization

    6,529

    EBITDA

    $
    (18,927
    )

               These calculations are consistent with our net loss, as reported for 2006, and the amounts of
EBIT and EBITDA shown in footnote (7).

               The Staff’s comment appears to be based on the sentence in footnote (7); on page 26 of the
Form 10-K/A, which states that:

“we define EBITDA by reference to net cash provided by or used in operating
activities as adjusted to exclude ...”

               The Staff is advised that the foregoing sentence was not intended to indicate or suggest that
the company calculates EBIT and EBITDA differently from the descriptions of those measures in
Section I of Release No. 34-47226 (in which case a different title would be required under Question
14 of the Non-GAAP FAQ), though based on the Staff’s comment we now realize that the wording could
be confusing. Instead, that sentence, was meant to convey that the company believes that EBITDA is
important to investors as a liquidity measure which, as the Staff will note, is what the disclosure
contained in the next paragraph of footnote (7) states:

Securities and Exchange Commission

February 7, 2008

Page 3 of 31

CONFIDENTIAL TREATMENT REQUESTED

BY 3D SYSTEMS CORPORATION

“Our management believes that EBIT and EBITDA are of interest to investors as
frequently used measures of a company’s ability to generate cash to service its
obligations, including debt service obligations, and to finance capital and other
expenditures.”

               Viewed as a liquidity measure as opposed to a performance measure, we believed it was
necessary to reconcile these non-GAAP financial measures to net cash provided by or used in
operating activities as presented on the statement of cash flows.

               We also respectfully note that our disclosure in footnote (7) on page 26 makes clear that EBIT
and EBITDA have certain limitations and may differ from the use of these measures by other
companies. Footnote (7) goes on to state:

“EBIT and EBITDA do not purport to represent net earnings or net cash provided by
operating activities, as those terms are defined under generally accepted
accounting principles, and should not be considered an alternative to such
measurements or as indicators of our performance. Our definition of EBIT and
EBITDA may not be comparable to similarly titled measures used by other companies.”

               While we believe that our disclosure was appropriate, based on our review of the Staff’s
comment, the referenced SEC Release and the Non-GAAP FAQ, we have concluded that for future
filings, to the extent that we determine in a manner consistent with Item 10(e)(1) of Regulation
S-K that EBIT and EBITDA should be included for the benefit of its investors, we will delete from
our disclosure the sentence referred to above stating that we defines EBITDA by reference to net
cash provided by or used in operating activities. We believe that such a deletion will avoid the
unintended implication that the current disclosure appears to have. In the same vein, if we
determine to include EBIT and/or EBITDA in future filings, we also believe that it would be
appropriate to revise the reconciliation table.

    •

    Your non-GAAP financial measures appear to exclude items that will require cash
settlement and recurring charges. Please demonstrate the usefulness of your
non-GAAP financial measures that exclude such items. As part of your response,
please clarify whether your disclosure of the EBITDA non-GAAP measure is
consistent with the EBITDA measure included in the covenants to your Silicon Valley Bank loan and
security agreement.

               We respectfully advise the Staff that, as noted above, EBIT and EBITDA, as set forth in the
Selected Financial Data table and as explained in footnote (7) to that

Securities and Exchange Commission

February 7, 2008

Page 4 of 31

CONFIDENTIAL TREATMENT REQUESTED

BY 3D SYSTEMS CORPORATION

table are intended to provide supplemental information that we believe to be of interest to
investors. Those measures are not and do not purport to be consistent with the EBITDA measure
(which would be appropriately characterized as an adjusted EBITDA, non-GAAP financial measure) that
was included in the Silicon Valley Bank Credit Facility, which expired in accordance with its terms
on October 1, 2007.

               We have included in the Liquidity and Capital Resources section of our MD&A contained in our
Quarterly Report on Form 10-Q for the period ended September 30, 2007, and in the related financial
statement footnotes contained in that filing, disclosure related to that credit agreement covenant
and the impact of that covenant on the company to the extent that such disclosure would be material
to investors. Similar disclosure is contained in prior filings as well.

               In this regard, we have reviewed Question 10 of the Non-GAAP FAQ, and do not believe, in light
of that Question, that it would be appropriate to report EBITDA in our filings on a basis that is
consistent with the adjusted EBITDA measure that was included in the covenants to the Silicon
Valley Bank loan and security agreement. The response to that Question indicates that any pertinent
disclosure should be set forth in the MD&A.

               Finally, as shown in the table above, we believe that our calculation of EBIT and EBITDA is in
accordance with the description of those measures as set forth in Section I of Release No. 34-47226
and does not exclude items that will require cash settlement and recurring charges except as
permitted by Question 10 of the Non-GAAP FAQ. We respectfully advise the Staff that we are not
aware of any material items that would require cash settlement and recurring charges that are
excluded from EBIT or EBITDA as presented in the Selected Financial Data table or in footnote (7)
thereto that are not otherwise fully disclosed in the Form 10-K/A. All items requiring cash
settlement or recurring charges are set forth in the reconciliation table in order to effect the
reconciliation to net cash provided by or used in operating activities in the statement of cash
flows.

    •

    If you are able to demonstrate the usefulness of your non-GAAP financial
measures, please ensure to include all the disclosures contemplated in Question 8
of the Non-GAAP FAQ.

               We respectfully advise the Staff that based on our review of the Staff’s comment, the referenced
SEC Release and the Non-GAAP FAQ, we have concluded that for future filings, to the extent we
determine in a manner consistent with Item 10(e)(1) of Regulation S-K that EBIT and EBITDA should
be discussed for the benefit of its investors, we will present such disclosures in a manner that
fully complies with the referenced SEC Release, the Non-GAAP FAQ and the pertinent portions of Item
10(e)(1)

Securities and Exchange Commission

February 7, 2008

Page 5 of 31

CONFIDENTIAL TREATMENT REQUESTED

BY 3D SYSTEMS CORPORATION

of Regulation S-K, and we will be mindful of the requirements of Question 8 of the Non-GAAP FAQ.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results
Of Operations

Results of Operations for 2006, 2005 and 2004

    2.

    On page 40 or elsewhere as appropriate, on a going-forward basis, please set forth a
more detailed explanation of price and mix effects and provide appropriate analysis and
insight into how this relates to purchases from one period to the next and how that
resulted in changes in revenues.

               We appreciate the Staff’s comment, and we direct your attention to the paragraph on page 40
that provides as follows:

          “As used in this Management’s Discussion and Analysis, the combined effect of changes
in product mix and average selling prices, sometimes referred to as price and mix effects,
relates to changes in revenue that are not able to be specifically related to changes in
unit volume. Among these changes are changes in the product mix of our systems as the trend
toward smaller, more economical systems that has affected our business for the past several
years has continued and the influence of new products has grown.” (Emphasis supplied.)

               We are aware of the MD&A requirements that encourage the disclosure of quantitative
information relating to, among other things, factors that affect changes in revenue, and we have
provided that information to the extent that it was practicable to do so without undue effort and
expense. The highlighted language in the paragraph cited above was included in the filing, first to
define what we meant by price and mix, and
second to indicate that our reporting systems are not currently configured to produce more
detailed quantitative information regarding the effect of price and mix changes on revenue that
would be material and meaningful to investors.

               We are also mindful of the MD&A requirements that encourage the disclosure of material trends,
and we have endeavored to include such information in the Form 10-K/A and in our other relevant
filings to the extent that it would be material in the context of the overall changes in revenue in
each period, and we intend to continue to do so in future filings. The last sentence of the
paragraph quoted above is an example of that trend disclosure.

               We are pleased to advise you that, at such time as we are able to produce more detailed
quantitative data with respect to the effect of price and mix changes as they

Securities and Exchange Commission

February 7, 2008

Page 6 of 31

CONFIDENTIAL TREATMENT REQUESTED

BY 3D SYSTEMS CORPORATION

affect revenue that would be meaningful and material to investors, we intend to do so in future
filings.

     Notes
to Consolidated Financial Statements

     Note 2 Significant Accounting Policies

     Revenue Recognition, page F-11

    3.

    We note that your arrangements generally contain software and non-software
deliverables (e.g., equipment, warranty on the equipment). Please clarify how you have
evaluated EITF 03-5 when determining whether the software in your arrangements is more
than incidental to the products or services as a whole and hence, whether your
non-software deliverables are included within the scope of SOP 97-2.

               As discussed in the MD&A (page 63) and Note (1) to our Consolidated Financial Statements
(F-11), we sell equipment, a software license, a warranty on equipment, training and installation.
The software licensed is integral to the operation of our equipment (“systems”), but it is
incidental to the product as a whole as explained below.

               We supplementally advise the Staff that we do not believe SOP 97-2 and EITF 03-5 are
applicable, though our systems have a software component.

Paragraph 2 of SOP 97-2 states:

.02 This SOP provides guidance on when revenue should be recognized and in what amounts for
licensing, selling, leasing, or otherwise marketing computer software. It should be applied
to those activities by all entities that earn such revenue. It does not apply, however, to
revenue earned on products or services containing software that is incidental2
to the products or services as a whole.

    2

    Indicators of whether software is incidental to a product as a whole
include (but are not limited to) (a) whether the software is a significant focus of
the marketing effort or is sold separately, (b) whether the vendor is providing
post contract customer support, and (c) whether the vendor incurs significant costs
that are within the scope of FASB Statement No. 86, Accounting for the Costs of
Computer Software to Be Sold, Leased, or Otherwise Marketed. An example of the
applicability of this SOP to revenue earned on products containing software is
included in appendix A [paragraph .146].

Securities and Exchange Commission

February 7, 2008

Page 7 of 31

CONFIDENTIAL TREATMENT REQUESTED

BY 3D SYSTEMS CORPORATION

Appendix A of SOP 97-2 — Paragraph .146

Example 1

Facts

An automobile manufacturer installs software into an automobile model. This
software is used solely in connection with operating the automobile and is not sold
or marketed separately. Once installed, the software is not updated for new
versions that the manufacturer subsequently develops. The automobile manufacturer’s
costs for the development of the software that are within the scope of FASB
Statement No. 86, Accounting for the Costs of Computer Software to Be Sold, Leased

CORRESP
1
filename1.htm

3D Systems Corporation

3D Systems Corporation

333 Three D Systems Circle

Rock Hill, SC 29730

October 9, 2007

VIA EDGAR

    Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Attention:

    Ms. Katherine Wray

Mr. Mark P. Shuman

Ms. Barbara C. Jacobs

     Re:     3D Systems Registration Statement on Form S-1 (Registration No. 333-145493)

Ladies and Gentlemen:

     3D Systems Corporation (the “Company”) hereby requests that the above-referenced registration
statement under the Securities Act of 1933 be declared effective at 5:00 p.m., Eastern Time, on
Thursday, October 11, 2007, or as soon thereafter as practicable.

     Please consider this request for acceleration of the effective date of the registration
statement as confirmation that we are aware of our responsibilities under the Securities Act of
1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the
securities specified in the above registration statement.

     Should you have any questions with respect to this matter, please call the undersigned at
(803) 326-3989.

    Very truly yours,

    3D SYSTEMS CORPORATION

    By

    /s/ Robert M. Grace, Jr.

    Robert M. Grace, Jr.

Vice President, General Counsel and Secretary

    cc: Sean M. Jones

3D Systems Corporation

333 Three D Systems Circle

Rock Hill, SC 29730

October 9, 2007

VIA EDGAR

    Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Attention:

    Ms. Katherine Wray

Mr. Mark P. Shuman

Ms. Barbara C. Jacobs

     Re:     3D Systems Registration Statement on Form S-1 (Registration No. 333-145493)

Ladies and Gentlemen:

     In connection with the request by 3D Systems Corporation (the “Company”) for acceleration of
the effective date of the above-referenced registration statement, please be advised that the
Company hereby acknowledges that:

    •

    should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the Company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

     Should you have any questions with respect to this matter, please call the undersigned at
(803) 326-3989.

    Very truly yours,

    3D SYSTEMS CORPORATION

    By

    /s/ Robert M. Grace, Jr.

    Robert M. Grace, Jr.

Vice President, General Counsel and Secretary

    cc: Sean M. Jones

Mail Stop 4561

September 14, 2007

Robert M. Grace, Jr.
Vice President, Genera l Counsel and Secretary
3D Systems Corporation
333 Three D Systems Circle
Rock Hill, SC  29730

 Re: 3D Systems Corporation
  Registration Statement on Form S-1
  Filed August 16, 2007
  File No. 333-145493

  Form 10-K/A for the Year Ended December 31, 2006
  Form 10-Q for the Quarter Ended June 30, 2007
  Form 10-Q for the Quarter Ended March 31, 2007
  File No. 000-22250

Dear Mr. Grace:

We have limited our review of your filings to  those issues we have addressed in our
comments.  Where indicated, we think you should revise your documents in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we ma y ask you to provide us with information so we
may better understand your disclosure.  After reviewing this inform ation, 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 requ irements and to enhance the overall disclosure
in your filing.  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 lis ted at the end of  this letter.

Robert M. Grace, Jr.
3D Systems Corporation
September 14, 2007 Page 2
Form S-1

Prospectus

Selling Shareholders, page 4
1. With respect to the shares to be offered for resale by selling stockholder Kirsch-Cassis Profit Sharing Plan, please disclose the natural person or persons
who exercise sole or shared voting a nd/or dispositive powers with respect to
the shares to be offered by that stockholder.
2. We note your disclosure in footnote 3 to  the selling stockholder table regarding
selling stockholders who are registered broker-dealers or a ffiliates of broker-
dealers.  Please delete the “to our kn owledge” limitation and either state that
none of the selling stockholders is a re gistered broker-dealer, or revise where
appropriate to indicate which selling stockholders are broker-dealers or affiliates of broker-dealers.  For any selling stockholders who are broker-dealers, please either identify the selli ng stockholder as an underwriter, or
revise your disclosure to  indicate that the sell ing stockholder acquired the
securities as compensation for investment banking services.

Part II

Undertakings, page II-3
3. We note that your registration statement includes the undertakings required for
registrants relying on Rule 430B as well as those for registrants relying on
Rule 430C.  It does not appear, however, that the company is relying on Rule
430B in the prospectus as filed.  Plea se clarify which rule the company is
relying on in this filing by including only the undertakings required for that
rule.  If the company intends to rely on Rule 430B, please advise of the basis
for your belief that the comp any is eligible to do so.

Form 10-K/A and Forms 10-Q

Controls and Procedures
4. We note the following final sentence in the “Controls and Pr ocedures” section
in each of your Form 10/K-A and Forms 10-Q:  “Other than actions we have
taken to remedy the material weakne sses identified above, there were no
material changes in our internal c ontrol over financial reporting during the
period covered by this [annual or quarterly  report, as applicable] that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.”  We not e further that subs tantial portions of

Robert M. Grace, Jr.
3D Systems Corporation
September 14, 2007 Page 3
the subsection entitled “Remediation of ma terial weaknesses” in each of the
three periodic reports appear to be iden tical, and as a result it is unclear what
progress, if any, the company has made during each period.  Consistent with Item 308(c) of Regulation S-K, please clarify which remedial actions were
taken during the relevant quarter (the fourth fiscal quarter in the case of an annual report) that constitute changes in your internal co ntrol over financial
reporting that have materially affected, or are reasonably likely to materially
affect, the company’s internal c ontrol over financial reporting.
5. We note your statement in the third fu ll paragraph on page 41 of your Form
10-Q for the quarter ended June 30, 2007, that evaluation and testing has not
yet been completed to determine whether the company’s material weaknesses have been remediated.  In future filings , when you refer to remediation or other
steps associated with your evaluations , please provide an estimate of when
such steps expected to be completed.

As appropriate, please amend your filings in response to these comments.  Each
responsive amendment should also include a marked copy of the amended filing that conforms with the provisions of Rule 310 of Regu lation S-T.  Marked copies such as those in
HTML format that show changes within paragrap hs help us to expedite our review.  Please
furnish a cover letter with your amendments th at keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have additional comments after reviewing your amendments
and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that th e filings include all information required under the
Securities Act of 1933 and the Securities Exchan ge Act of 1934 and that they have provided
all information investors require for an inform ed investment decision.  Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statemen t, it should furnish a letter, at the time of
such request, acknowledging that:

‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

Robert M. Grace, Jr.
3D Systems Corporation
September 14, 2007 Page 4
‚ the company may not assert staff comments a nd the declaration of effectiveness 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 Di vision of Corporation Finance in connection
with our review of your fili ngs or in response to our comments on your filings.

We will consider a written request for acceleration of the effective date of the
registration statement as confirmation of the f act that those requesti ng acceleration are aware
of their respective responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the propo sed public offering of the securities specified
in the above registration statement.  We w ill act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.
We direct your attention to Rule 461  regarding requesting acceleration of a
registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

Please contact Katherine Wray at (202) 551- 3483 with any questions.  If you require
further assistance you may contact me at (202) 551-3462 for additional assistance.  You may also contact the Assistant Director, Barbara C. Jacobs, if you thereafter have any other questions.

     S i n c e r e l y ,

     Mark P. Shuman
     B r a n c h  C h i e f  –  L e g a l

cc: Via Facsimile (704) 353-3106
 Sean M. Jones, Esq.
 Kennedy Covington Lobd ell & Hickman, L.L.P.
 Telephone: (704) 331-7406