SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                                           

                                      FORM 10-Q
                                           
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
    SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 26, 1997
                                           
                                          OR
                                           
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   
    EXCHANGE ACT OF 1934


                             Commission File No. 0-22250
                                           


                                3D SYSTEMS CORPORATION
                (Exact Name of Registrant as Specified in its Charter)
                                           

         DELAWARE                                          95-4431352
(State or other jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                        (Identification No.)


                       26081 AVENUE HALL, VALENCIA, CALIFORNIA    91355
                       (Address of Principal Executive Offices) (Zip Code)




                                    (805) 295-5600
                 (Registrant's Telephone Number, Including Area Code)
                                           

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such report(s), and (2) has been subject to such filing
requirements for the past 90 days.

                                    Yes  X  No    
                                        -----------

Shares of Common Stock, par value $0.001, outstanding as of October 31, 1997: 
11,433,786 shares


                                     Page 1 of 17

                                           
                                3D SYSTEMS CORPORATION
                                           

                                  TABLE OF CONTENTS
                                           


                                                                        Page
PART I.  FINANCIAL INFORMATION                                         Number
                                                                       ------
    ITEM 1.   Financial Statements

         Consolidated Balance Sheets,
         December 31, 1996 and September 26, 1997. . . . . . . . . . .   3

         Consolidated Statements of Operations
         For the Three and Nine Month Periods Ended
         September 27, 1996 and September 26, 1997 . . . . . . . . . .   4

         Consolidated Statements of Cash Flows
         for the Three and Nine Month Periods Ended
         September 27, 1996 and September 26, 1997 . . . . . . . . . .   5

         Notes to Consolidated Financial Statements. . . . . . . . . .   6

    ITEM 2.   Management's Discussion and Analysis of Financial 
              Condition and Results of Operations  . . . . . . . . . .   9

PART II.  OTHER INFORMATION

    ITEM 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . .  16


                                     Page 2 of 17



                                3D SYSTEMS CORPORATION
                             Consolidated Balance Sheets



                                                                                (Unaudited)
                                                      December 31, 1996     September 26, 1997
                                                      -----------------     ------------------
                                                                      
                        ASSETS
Current assets:
  Cash and cash equivalents                              $ 24,356,441             $ 12,152,612
  Restricted cash                                             722,000                  625,000
  Short-term investments                                    3,759,492                1,997,422
  Accounts receivable, less allowances for                           
   doubtful accounts $406,178 (1996) and $282,835 (1997)   19,601,383               24,179,010
  Current portion of lease receivables                        987,362                1,131,797
  Inventories                                              12,309,588               14,660,774
  Deferred tax assets                                       2,958,227                3,401,670
  Prepaid expenses and other current assets                 2,332,337                3,131,339
                                                         ------------             ------------

       Total current assets                                67,026,830               61,279,624

Property and equipment, net                                14,452,504               17,782,283
Licenses and patent costs, net                              3,660,568                5,212,879
Deferred tax assets                                         1,821,000                1,821,000
Lease receivables, less current portion and allowance for 
 doubtful accounts of $150,000 (1997)                       3,773,573                3,499,916
Other assets                                                1,504,382                2,300,286
                                                         ------------             ------------
                                                         $ 92,238,857             $ 91,895,988
                                                         ------------             ------------
                                                         ------------             ------------

    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                       $  3,805,930             $  4,542,068
  Accrued liabilities                                       6,890,343                8,350,143
  Current portion of long-term debt                           100,000                   95,000
  Customer deposits                                           894,111                  563,321
  Deferred revenues                                         5,572,892                6,139,515
                                                         ------------             ------------

       Total current liabilities                           17,263,276               19,690,047

Other liabilities                                           1,472,991                1,425,988
Long-term debt, less current portion                        4,800,000                4,705,000
                                                         ------------             ------------
                                                           23,536,267               25,821,035
                                                         ------------             ------------

Stockholders' equity:
  Preferred stock, $.001 par value.  Authorized
    5,000,000 shares; none issued
  Common stock, $.001 par value.  Authorized
    25,000,000 shares; issued and outstanding
     11,358,892 (1996) and issued 11,415,022 (1997)            11,359                   11,415
  Capital in excess of par value                           72,527,768               73,508,998
  Retained earnings (deficit)                              (4,308,471)              (6,335,365)
  Cumulative translation adjustment                           471,934                 (945,157)
  Treasury stock, at cost, 25,000 shares                          ---                 (164,938)
                                                         ------------             ------------
        Total stockholders' equity                         68,702,590               66,074,953
                                                         ------------             ------------
                                                         $ 92,238,857             $ 91,895,988
                                                         ------------             ------------
                                                         ------------             ------------


See accompanying notes to consolidated financial statements.


                                     Page 3 of 17


                                3D SYSTEMS CORPORATION
                        Consolidated Statements of Operations
                                     (Unaudited)



                                                 Three Month Periods Ended               Nine Month Periods Ended
                                         --------------------------------------  --------------------------------------
                                         September 27, 1996  September 26, 1997  September 27, 1996  September 26, 1997
                                         ------------------  ------------------  ------------------  ------------------
                                                                                         
Sales:
  Products                                     $ 12,594,576        $ 14,615,138        $ 38,194,461        $ 42,324,460
  Services                                        7,195,039           7,678,718          19,317,066          23,231,653
                                               ------------        ------------        ------------        ------------
     Total sales                                 19,789,615          22,293,856          57,511,527          65,556,113
                                               ------------        ------------        ------------        ------------

Cost of sales:
  Products                                        5,888,696           8,637,195          17,472,167          23,636,439
  Services                                        4,403,358           5,231,937          12,071,149          16,370,620
                                               ------------        ------------        ------------        ------------
     Total cost of sales                         10,292,054          13,869,132          29,543,316          40,007,059
                                               ------------        ------------        ------------        ------------
Gross profit                                      9,497,561           8,424,724          27,968,211          25,549,054
                                               ------------        ------------        ------------        ------------

Operating expenses:
  Selling, general and administrative             6,077,601           7,320,339          18,505,355          20,881,633
  Research and development                        2,220,936           4,658,723           5,872,443           8,600,450
                                               ------------        ------------        ------------        ------------
     Total operating expenses                     8,298,537          11,979,062          24,377,798          29,482,083
                                               ------------        ------------        ------------        ------------

Income (loss) from operations                     1,199,024          (3,554,338)          3,590,413          (3,933,029)

Interest income                                     361,794             308,663           1,194,088             994,333
Interest expense                                    (34,753)           (101,123)            (46,251)           (228,326)
                                               ------------        ------------        ------------        ------------
Income (loss) before provision 
 for income taxes                                 1,526,065          (3,346,798)          4,738,250          (3,167,022)

Provision for income taxes (benefit)                510,661          (1,212,039)          1,800,535          (1,140,128)
                                               ------------        ------------        ------------        ------------
Net income (loss)                              $  1,015,404        $ (2,134,759)       $  2,937,715        $ (2,026,894)
                                               ------------        ------------        ------------        ------------
                                               ------------        ------------        ------------        ------------
Net income (loss) per share                    $       0.09        $      (0.19)       $       0.25        $      (0.18)
                                               ------------        ------------        ------------        ------------
                                               ------------        ------------        ------------        ------------
Weighted average number of
 common and common equivalent
   shares outstanding during the period          11,696,778          11,410,734          11,762,742          11,382,533
                                               ------------        ------------        ------------        ------------
                                               ------------        ------------        ------------        ------------


See accompanying notes to consolidated financial statements.


                                     Page 4 of 17


                                3D SYSTEMS CORPORATION
                        Consolidated Statements of Cash Flows
      For the Nine Month Periods Ended September 27, 1996 and September 26, 1997
                                        Unaudited



                                                                                                       1996                1997   
                                                                                                  ------------        ------------
                                                                                                                        
Cash flows from operating activities:
  Net income (loss)                                                                               $  2,937,715        $ (2,026,894)
  Adjustments to reconcile net income (loss) to net cash
   used for operating activities:
     Deferred income taxes                                                                           1,590,000             442,725
     Depreciation of property and equipment                                                          1,725,277           2,827,025
     Amortization of licenses and patent costs                                                         428,101             491,461
     Amortization of software development costs                                                        366,752             373,312
     Changes in operating assets and liabilities:
       Accounts receivables                                                                         (3,721,706)         (5,406,498)
       Lease receivables                                                                            (1,727,588)            129,222
       Inventories                                                                                  (5,154,647)         (2,488,518)
       Prepaid expenses and other current assets                                                      (254,286)           (846,881)
       Other assets                                                                                   (863,989)         (1,205,370)
       Accounts payable                                                                             (2,141,105)            870,342
       Accrued liabilities                                                                             224,353           1,667,405
       Customer deposits                                                                                 6,251            (330,790)
       Deferred revenues                                                                               907,513             680,410
       Other liabilities                                                                               (47,565)             (5,318)
                                                                                                  ------------        ------------
           Net cash used for operating activities                                                   (5,724,924)         (4,828,367)
                                                                                                  ------------        ------------
Cash flows from investing activities:
  Purchase of property and equipment                                                                (8,882,502)         (7,408,205)
  Disposition of property and equipment                                                              1,198,316           1,464,585
  Increase in licenses and patent costs                                                               (476,907)         (2,028,695)
  Proceeds of short term investments                                                                       ---           3,759,492
  Purchase of short term investments                                                                       ---          (1,997,422)
                                                                                                  ------------        ------------
           Net cash used for investing activities                                                   (8,161,093)         (6,210,245)
                                                                                                  ------------        ------------
Cash flows from financing activities:
  Exercise of stock options and warrants                                                               371,486             251,445
  Proceeds from long-term debt                                                                       4,900,000                 ---
  Payment of long term debt                                                                                ---            (100,000)
  Purchase of treasury shares                                                                              ---            (164,938)
                                                                                                  ------------        ------------
           Net cash provided by (used for) financing activities                                      5,271,486             (13,493)
  Effect of exchange rate changes on cash                                                              101,163          (1,151,724)
                                                                                                  ------------        ------------
Net decrease in cash and cash equivalents                                                           (8,513,368)        (12,203,829)
Cash and cash equivalents at the beginning of the period                                            38,258,927          24,356,441
                                                                                                  ------------        ------------
Cash and cash equivalents at the end of the period                                                $ 29,745,559        $ 12,152,612
                                                                                                  ------------        ------------
                                                                                                  ------------        ------------
Supplemental disclosures of cash flow information:
     Cash paid during the period for:
         Interest                                                                                 $     37,052        $    204,108
                                                                                                  ------------        ------------
                                                                                                  ------------        ------------
         Income taxes                                                                             $  1,544,273        $    229,549
                                                                                                  ------------        ------------
                                                                                                  ------------        ------------
                                                                                                                                  


See accompanying notes to consolidated financial statements.


                                     Page 5 of 17


                                3D SYSTEMS CORPORATION
                      Notes to Consolidated Financial Statements
                       December 31, 1996 and September 26, 1997
                                      (Unaudited)


(1) Basis of Presentation.

    The accompanying unaudited consolidated financial statements of 3D Systems
    Corporation and subsidiaries ("the Company") are prepared in accordance with
    instructions to Form 10-Q and, in the opinion of management include all
    material adjustments (consisting only of normal recurring accruals) which
    are necessary for the fair presentation of results for the interim periods.
    The Company reports its interim financial information on a 13 week basis
    ending the last Friday of each quarter, and reports its annual financial
    information through the calendar year ended December 31. These unaudited
    consolidated financial statements should be read in conjunction with the
    consolidated financial statements and the notes thereto included in the
    Company's Annual Report on Form 10-K for the year ended December 31, 1996.
    The results of the nine month period ended September 26, 1997 are not
    necessarily indicative of the results to be expected for the full year.



(2) Inventories.

                                     December 31, 1996    September 26, 1997
                                     -----------------    ------------------
       Raw materials                 $       4,517,981    $        5,291,021
       Work in progress                      1,226,627             3,106,696
       Finished goods                        6,564,980             6,263,057
                                     -----------------    ------------------
                                     $      12,309,588    $       14,660,774
                                     -----------------    ------------------
                                     -----------------    ------------------
(3) Property and Equipment.
                                     December 31, 1996    September 26, 1997
                                     -----------------    ------------------
       Land and building             $       4,613,051    $        4,613,051
       Machinery and equipment              12,477,147            15,657,825
       Office furniture and equipment        2,302,613             2,616,042
       Leasehold improvements                1,809,169             2,115,139
       Rental equipment                        676,669               848,527
       Construction in progress                461,010             1,315,977
                                     -----------------    ------------------
                                            22,339,659            27,166,561
       Less accumulated depreciation
         and amortization                   (7,887,155)           (9,384,278)
                                     -----------------    ------------------
                                     $      14,452,504    $       17,782,283
                                     -----------------    ------------------
                                     -----------------    ------------------


                                     Page 6 of 17


                                3D SYSTEMS CORPORATION     
                Notes to Consolidated Financial Statements (Continued)    
                       December 31, 1996 and September 26, 1997 
                                      (Unaudited)

(4) Statement of Financial Accounting Standards Not Yet Adopted.

    (a) In February 1997, the Financial Accounting Standards Board issued
    Statement of Financial Accounting Standards ("SFAS") No. 128 "Earnings per
    Share". This statement requires dual presentation of newly defined basic and
    diluted earnings per share ("EPS") on the face of the income statement for
    all entities with complex capital structures. The accounting standard is
    effective for both interim and annual periods ending after December 15,
    1997 and requires restatement of all prior period EPS data presented.
    Earlier application is not permitted. However, disclosure of proforma EPS
    amounts computed using SFAS No. 128 in the notes to the financial
    statements is permitted in the periods prior to required adoption.
    Accordingly the pro forma EPS data for the three and nine month periods
    ended September 27, 1996 and September 26, 1997 are as follows (shares in
    thousands):
         
                                 Three Month Periods Ended 
                          September 27, 1996  September 26, 1997
                          ------------------  ------------------
                            Shares       EPS    Shares       EPS
                          ------------------  ------------------
         Basic EPS          11,336  $    .09    11,411 $    (.19)
         Diluted EPS        11,697       .09    11,411      (.19)
         
         
         
                                  Nine Month Periods Ended 
                          September 27, 1996  September 26, 1997
                          ------------------  ------------------
                            Shares       EPS    Shares       EPS
                          ------------------  ------------------
         Basic EPS          11,314  $    .26    11,383 $    (.18)
         Diluted EPS        11,763       .25    11,383      (.18)
         
    (b)  On June 30, 1997, the Financial Accounting Standards Board issued
    SFAS No. 130, "Reporting Comprehensive Income".  This statement 
    establishes standards for the reporting and  display of comprehensive 
    income and its components in a full set of general purpose financial 
    statements.  SFAS 130 is effective for fiscal years beginning after 
    December 15, 1997 and requires restatement of earlier periods presented. 
    Management is currently evaluating the requirements of SFAS 130.


                                     Page 7 of 17

                             3D SYSTEMS CORPORATION
               Notes to Consolidated Financial Statements (Continued)
                    December 31, 1996 and September 26, 1997
                                   (Unaudited)


     (c) On June 30, 1997, the Financial Accounting Standards Board issued
     SFAS No. 131, "Disclosures about Segments of an Enterprise and Related 
     Information." This statement establishes standards for the way that a 
     public enterprise reports information about operating segments in annual 
     financial statements and requires that those enterprises report selected 
     information about operating segments in interim financial reports issued 
     to shareholders. SFAS 131 is effective for fiscal years beginning after 
     December 15, 1997 and requires restatement of earlier periods presented. 
     Management is currently evaluating the requirements of SFAS 131.

(5)  EOS Acquisition.

     On September 22, 1997, the Company completed the acquisition of the 
     rapid prototyping "Stereos" product line assets and business from 
     EOS GmbH of Germany, formerly 3D's major European competitor. The 
     acquisition is expected to enhance the Company's competitive global 
     market position, particularly in Europe. Under the terms of the 
     agreement, 3D is obligated to pay $3.25 million dollars, subject to 
     certain adjustments based on final determination of the value of 
     the assets acquired, issue a warrant to buy 150,000 of 3D's common 
     shares at $8.00 per share exercisable within the three year period 
     following the closing (valued at $727,000), and granted EOS exclusive 
     licenses to 3D patents related to laser sintering. Additionally, 
     the Company agreed to settle all pending patent infringement and 
     unfair competition lawsuits brought against EOS and an EOS customer.

     In accordance with the purchase method of accounting, the purchase price
     has been allocated to the underlying assets and liabilities based on their
     respective fair values at the date of acquisition. Such allocation has been
     based on preliminary estimates which may be revised at a later date. The
     total purchase price, including transaction costs, was allocated to
     goodwill and other intangibles of $1.2 million, working capital and fixed
     assets of $.5 million and in process research and development of $2.1
     million. The in process research and development was expensed in the
     quarter ended September 26, 1997 as a nonrecurring cost after 
     determining that it had not reached technological feasibility and for 
     which there is no alternative future use.


                                     Page 8 of 17

                                3D SYSTEMS CORPORATION
         
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND 
         RESULTS OF OPERATIONS

     The following discussion contains trend analysis and other forward looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended and Section 21A of the Securities Act of 1933, as amended. 
Actual results could differ from those projected in the forward looking
statements as a result of the cautionary statements and risk factors set forth
below and in Item 1 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1996.

RESULTS OF OPERATIONS

      The Company's revenues are generated by product and service sales. 
Product sales are comprised of the sale of Stereolithography Apparatus 
("SLA") systems and related equipment, Actua 2100's, resins, software, and 
other component parts, as well as rentals of SLA systems. Service sales 
include revenues from maintenance, services provided by the Company's Tooling 
Centers, and customer training.

       The following table sets forth certain operating amounts and ratios as a
percentage of total sales except as otherwise indicated: 



                                       Three Month Periods Ended                    Nine Month Periods Ended
                                --------------------------------------       --------------------------------------
                                September 27, 1996  September 26, 1997       September 27, 1996  September 26, 1997
                                ------------------  ------------------       ------------------  ------------------
                                                                   (in thousands)
                                                                                                 
Sales:
  Products                      $        12,595     $        14,615          $        38,195     $        42,324
  Services                                7,195               7,679                   19,317              23,232
                                ---------------     ---------------          ---------------     ---------------
       Total sales                       19,790              22,294                   57,512              65,556
                                ---------------     ---------------          ---------------     ---------------

Cost of sales:                         
  Products                                5,889               8,637                   17,473              23,636
  Services                                4,403               5,232                   12,071              16,371
                                ---------------     ---------------          ---------------     ---------------
       Total cost of sales               10,292              13,869                   29,544              40,007
                                ---------------     ---------------          ---------------     ---------------

Total gross profit                        9,498               8,425                   27,968              25,549
       % of total sales                   48.0%               37.8%                    48.6%               39.0%
                                       
Gross profit - products                   6,706               5,978                   20,722              18,688
       % of total product sales          53.2%               40.9%                    54.3%               44.2%
                                       
Gross profit - services                   2,792               2,447                    7,246               6,861
       % of total service sales           38.8%               31.9%                    37.5%               29.5%
                                       
Selling, general and  administrative   
 expenses                                 6,078               7,320                   18,505              20,882
       % of total sales                   30.7%               32.8%                    32.2%               31.9%
                                       
Research and development expenses         2,221               4,659                    5,873               8,600
       % of total sales                   11.2%               20.9%                    10.2%               13.1%
                                ---------------     ---------------          ---------------     ---------------
                                       
Income (loss) from operations             1,199              (3,554)                   3,590              (3,933)
       % of total sales                    6.1%              (15.9%)                    6.2%               (6.0%)
                                       
Interest income, net                        327                 207                    1,148                 766
       % of total sales                    1.6%                0.9%                     2.0%                1.2%
                                       
Provision for income taxes (benefit)        511              (1,212)                   1,800              (1,140)
       % of total sales                    2.6%               (5.4%)                    3.1%               (1.7%)
                                ---------------     ---------------          ---------------     ---------------
 
Net income (loss)                         1,015              (2,135)                   2,938              (2,027)
       % of total sales                    5.1%               (9.6%)                    5.1%               (3.1%)
                                ---------------     ---------------          ---------------     ---------------
                                ---------------     ---------------          ---------------     ---------------

                                     Page 9 of 17


                                3D SYSTEMS CORPORATION
             Management's Discussion and Analysis of Financial Condition
                        and Results of Operations (Continued)

    The following table sets forth for the periods indicated total revenues
attributable to each of the Company's major products and services groups, and
those revenues as a percentage of total sales:




                                                   Three Month Periods Ended                    Nine Month Periods Ended
                                            --------------------------------------       --------------------------------------
                                            September 27, 1996  September 26, 1997       September 27, 1996  September 26, 1997
                                            ------------------  ------------------       ------------------  ------------------
                                                                             (in thousands)
                                                                                                             
Products:
   SLA and Actua systems, and related                      
     equipment                              $         9,355     $         9,770          $        27,275     $        29,282
   Resins                                             2,503               3,829                    7,581               9,761
   Software, other components parts
    and rentals                                         737               1,016                    3,339               3,281
                                            ---------------     ---------------          ---------------     ---------------
       Total products                                12,595              14,615                   38,195              42,324
                                            ---------------     ---------------          ---------------     ---------------

Services:
   Maintenance                                        5,808               6,207                   15,482              18,720
   Tooling Centers                                    1,107               1,092                    3,167               3,556
   Training                                             280                 380                      668                 956
                                            ---------------     ---------------          ---------------     ---------------
       Total services                                 7,195               7,679                   19,317              23,232
                                            ---------------     ---------------          ---------------     ---------------
       Total sales                          $        19,790     $        22,294          $        57,512     $        65,556
                                            ---------------     ---------------          ---------------     ---------------
                                            ---------------     ---------------          ---------------     ---------------

Products:
   SLA and Actua systems, and related                      
     equipment                                         47.3%               43.8%                    47.4%               44.7%
   Resins                                              12.6                17.2                     13.2                14.9
   Software, other components parts                        
     and rentals                                        3.7                 4.6                      5.8                 5.0
                                            ---------------     ---------------          ---------------     ---------------
       Total products                                  63.6                65.6                     66.4                64.6
                                            ---------------     ---------------          ---------------     ---------------

Services:
   Maintenance                                         29.4                27.8                     26.9                28.5
   Tooling Centers                                      5.6                 4.9                      5.5                 5.4
   Training                                             1.4                 1.7                      1.2                 1.5
                                            ---------------     ---------------          ---------------     ---------------
       Total services                                  36.4                34.4                     33.6                35.4
                                            ---------------     ---------------          ---------------     ---------------
       Total sales                                    100.0%              100.0%                   100.0%              100.0%
                                            ---------------     ---------------          ---------------     ---------------
                                            ---------------     ---------------          ---------------     ---------------


                                    Page 10 of 17


                                3D SYSTEMS CORPORATION
             Management's Discussion and Analysis of Financial Condition
                        and Results of Operations (Continued)



THREE MONTH PERIOD ENDED SEPTEMBER 26, 1997 COMPARED TO THE THREE MONTH PERIOD
ENDED SEPTEMBER 27, 1996.

SALES.  Sales during the three month period ended September 26, 1997 (the "third
quarter of 1997") were $22.3 million, an increase of 13% over the $19.8 million
recorded during the three month period ended September 27, 1996 (the "third
quarter of 1996").

Product sales during the third quarter of 1997 ($14.6 million) increased $2.0
million, compared to $12.6 million in the third quarter of 1996. The Company
sold a total of 42 SLA systems in the third quarter of 1997.  During the third
quarter of 1996, the Company sold 34 SLAs.  In addition, during the third
quarter of 1997, the Company sold a total of 14 Actua 2100's, the Company's
low-priced office modeler (which uses a different technology than
stereolithography), designed for operation in engineering and design offices.

Orders for the Company's SLA systems increased substantially in the third
quarter of 1997 as compared to the third quarter of 1996; however, total SLA
backlog at the end of the third quarter of 1997 was substantially lower than the
backlog at the end of the third quarter of 1996. The Company believes that the
increase in orders in the third quarter of 1997 (when compared to the third
quarter of 1996) was due primarily  to the increased sales and marketing efforts
in Europe and Asia Pacific along with increased productivity from our direct
U.S. sales force.

The Company believes that SLA system sales may fluctuate on a quarterly basis as
a result of a number of factors, including the status of world economic
conditions, fluctuations in foreign currency exchange rates and the timing of
product shipments (the current U.S. list price of an SLA-5000, for example, is
$490,000; thus the acceleration or delay of a small number of shipments from one
quarter to another can significantly affect the results of operations for the
quarters involved).

Service sales during the third quarter of 1997 increased $.5 million or 7%
compared to the third quarter of 1996, primarily as a result of increased
maintenance revenues due to the larger installed base of SLA systems in the U.S.
and Europe.

COST OF SALES.  Cost of sales increased to $13.9 million or 62% of sales in the
third quarter of 1997 from $10.3 million or 52% of sales in the third quarter of
1996.

Product cost of sales as a percentage of product sales increased to 59 % during
the third quarter of 1997 compared to 47% during the third quarter of 1996.  The
increase in 1997 was primarily the result of greater discounting of European SLA
system sales in 1997 due to competition; sales of the lower margin SLA 250/30A
and Actua 2100 office modeler; greater domestic discounting due to competitive
pricing pressures; price reductions to the SLA-250 Series 40 and Series 50
effected by the Company in January 1997; increased manufacturing overhead as a
result of the transition of the Company's  manufacturing activities from
Valencia, California to a new and larger manufacturing facility in Grand
Junction, Colorado; inventory adjustments primarily associated with the
transition to our new generation of products announced earlier in the quarter;
and the stronger U.S. dollar in the third quarter of 1997, as compared to the
third quarter of 1996.

These factors were partially offset by substantially reduced commission 
payments to agents as a result of the termination of domestic sales agents 
that occurred during the third quarter of 1996.  The Company's gross profit 
margins on product sales are affected by several factors including, among 
others, sales mix, distribution channels and fluctuations in foreign currency 
exchange rates

                                    Page 11 of 17




                                3D SYSTEMS CORPORATION
             Management's Discussion and Analysis of Financial Condition
                        and Results of Operations (Continued)



and, therefore, may vary in future periods from those experienced during the
third quarter of 1997. Additionally, the Company anticipates that the gross
margins related to the Actua 2100 system will be lower than margins on its SLA
systems and, if revenues from the sales of Actua 2100 represent a material
portion of the Company's product sales, gross margins from product sales would
be reduced.

Service cost of sales as a percentage of service sales increased to 68% during
the third quarter of 1997 compared to 61% during the third quarter of 1996,
primarily as a result of increased parts costs under the Company's field 
maintenance contracts, lower revenue in the Tooling Centers and the effect of 
certain inefficiencies attributable to the Company's Keltool operations which 
were acquired in September 1996.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative ("S,G&A") expenses increased approximately $1,242,000 or 20% in
the third quarter of 1997 compared to the third quarter of 1996, primarily as a
result of approximately $500,000 of non-recurring expense for severance
benefits related to a restructuring plan designed to reduce costs and improve
operating results and to the expanded sales and marketing programs in both
Europe and the U.S.  The Company currently anticipates that if its revenues
continue to grow, S,G&A expenses as a percentage of total sales in future
quarters should begin to decline, primarily as a result of economies of
scale.  However, this is a forward looking statement and, as with other such
statements, is subject to uncertainties.  For example, if sales do not
continue to grow over the period, it is less likely that S,G&A expenses as a
percentage of total sales would decline.

RESEARCH AND DEVELOPMENT EXPENSES.  Research and development ("R&D") expenses
during the third quarter of 1997 increased approximately $2,438,000 or 110%
compared to the third quarter of 1996. The increase in R&D expenses in 1997 was
primarily the result of the write-off during the third quarter of 1997 of
acquired in-process technology valued at $2,100,000 in connection with the EOS
acquisition (see note 5 of Notes to Consolidated Financial Statements) as well
as increased personnel costs and experimental material related to certain
development projects. Based on the Company's historical expenditures related to
research and development and its current development goals, the Company
anticipates for the foreseeable future, research and development expenses will
be equal to approximately 8% to 10% of sales.  However, this is a
forward-looking statement and, as with any such statement, is subject to
uncertainties.  For example, if total sales of the Company for any particular
period do not meet the anticipated sales of the Company for that period,
research and development expenses as a percentage of sales may exceed the 8% to
10% level.

OPERATING INCOME(LOSS).  Operating loss for the third quarter of 1997 was 15.9%
of total sales compared to operating income of 6.1% of total sales in the third
quarter of 1996. The decrease in the percentage of operating income to total
sales in 1997 was primarily attributable to the increases in cost of sales (both
products and services) in 1997 and the non-recurring expenses relating to
acquired in-process technology and severance benefits, described above.

OTHER INCOME AND EXPENSES.  Interest income decreased to $308,663 during the
third quarter of 1997 from $361,794 during the third quarter of 1996, primarily
as a result of the lower investment balances due to cash used for operating
activities and investment activities since the third quarter of 1996 partially
offset by interest income from lease receivables.

Interest expense increased to $101,123 during the third quarter of 1997 from
$34,753 in the third quarter of 1996 primarily as a result of the Company's
financing of its Colorado facility which was effected in August 1996.

PROVISION FOR INCOME TAXES(BENEFIT).  For the third quarter of 1997, the
Company's tax benefit was ($1,212,039) or 36% of pre-tax loss compared to tax
expense of  $510,661 or 33% of pre-tax income for the third quarter of 1996.
The Company's anticipated tax rate for the remainder of 1997 is expected to
approximate 40%.

                                    Page 12 of 17


                                3D SYSTEMS CORPORATION
             Management's Discussion and Analysis of Financial Condition
                        and Results of Operations (Continued)



NINE MONTH PERIOD ENDED  SEPTEMBER 26, 1997 COMPARED TO THE NINE MONTH PERIOD
ENDED SEPTEMBER 27, 1996.

SALES.  Sales during the nine month period ended September 26, 1997 (the "first
nine months of 1997") were $65.6 million, an increase of 14% over the $57.5
million recorded during the nine month period ended September 27, 1996 (the
"first nine months of 1996").

Product sales during the first nine months of 1997 ($42.3 million) increased
$4.1 million or 11%, compared to $38.2 million in the first nine months of 1996.
The Company sold a total of 116 SLA systems and a total of 73 Actua 2100's in
the first nine months of 1997.  During the first nine months of 1996, the
Company sold 107 SLAs.

Orders for the Company's SLA systems in the first nine months of 1997 (compared
to the first nine months of 1996) increased in both  Europe and the Asia-Pacific
markets but declined in  the U.S. market.  The Company believes that the decline
in U.S. orders in the first nine months of 1997 (when compared to the first nine
months of 1996) was due primarily to the inefficiencies caused by the recent
changes in the domestic sales organization from a strategy of utilizing
independent sales representatives (primarily in the machine tool industry) to a
direct sales force.  Between September 1, 1996, and December 31, 1996, the
Company completed the hiring of additional sales personnel.  Because of the
long cycle for SLA systems sales, the Company believed that the additions to its
internal sales organization did not have a significant impact on domestic orders
until the third quarter of 1997.

Service sales during the first nine months of 1997 increased $3.9 million or 20%
compared to the first nine months of 1996, primarily as a result of increased
maintenance revenues due to the larger installed base of SLA systems in the U.S.
and Europe.

COST OF SALES.  Cost of sales increased to $40.0 million or 61% of sales in the
first nine months of 1997 from $29.5 million or 51% of sales in the first nine
months of 1996.

Product cost of sales as a percentage of product sales increased to 56 % during
the first nine months of 1997 compared to 46% during the first nine months of
1996. The increase in 1997 was primarily the result of greater discounting of
European SLA system sales in 1997 due to competition; sales of the lower margin
SLA 250/30A and Actua 2100 office modeler; greater domestic discounting due to
competitive pricing pressures; price reductions to the SLA-250 Series 40 and
Series 50 effected by the Company in January 1997; increased manufacturing
overhead as a result of the transition of the Company's  manufacturing
activities from Valencia, California, to a new and larger manufacturing facility
in Grand Junction, Colorado; inventory adjustments primarily associated  with
the transition to our new generation of products announced earlier in the
quarter; and the stronger U.S. dollar in the first nine months of 1997, as
compared to the first nine months of 1996. These factors were partially offset
by substantially reduced commission payments to agents as a result of the
termination of domestic sales agents described above.

Service cost of sales as a percentage of service sales increased to 70% during
the first nine months of 1997 compared to 62% during the first nine months of
1996, primarily as a result of certain hardware upgrades afforded SLA-500
customers with software maintenance contracts due to the Company's new NT
version system software, increased parts costs under the Company's field
maintenance contracts, lower revenue in the Tooling Centers and the effect of
certain inefficiencies attributable to the Company's Keltool operations which
were acquired in September 1996.


                                    Page 13 of 17




                                3D SYSTEMS CORPORATION
             Management's Discussion and Analysis of Financial Condition
                        and Results of Operations (Continued)





SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative ("S,G&A") expenses increased approximately $2,376,000 or 13% in
the first nine months of 1997 compared to the first nine months of 1996,
primarily as a result of approximately $1,000,000 of non-recurring expense for
severance benefits related to restructuring plans designed to reduce costs and
improve operating results and to the expanded sales and marketing programs in
Europe and the U.S.

RESEARCH AND DEVELOPMENT EXPENSES.  Research and development ("R&D") expenses
during the first nine months of 1997 increased approximately $2,728,000 or 46%
compared to the first nine months of 1996. The increase in R&D expenses in 1997
was primarily the result of the write-off during the third quarter of 1997 of
acquired in-process technology valued at $2,100,000 in connection with the EOS
acquisition (see note 5 of Notes to Consolidated Financial Statements) and
increased personnel costs and experimental material related to certain
development projects.

OPERATING INCOME (LOSS).  Operating loss for the first nine months of 1997 was
6.0% of total sales compared to operating income of 6.2% of total sales in the
first nine months of 1996. The decrease in the percentage of operating income to
total sales in 1997 was primarily attributable to the increases in cost of sales
(both products and services) in 1997 , the increase in S,G&A expenses and the
increased R&D expenses described above.

OTHER INCOME AND EXPENSES.  Interest income decreased to $994,333 during the
first nine months of 1997 from $1,194,088 during the first nine months of 1996,
primarily as a result of the lower investment balances due to cash used for
operating activities and investment activities since the third quarter of 1996
partially offset by interest income from lease receivables.

Interest expense increased to $228,326 during the first nine months of 1997 from
$46,251 in the first nine months of 1996 primarily as a result of the Company's
financing of its Colorado facility which was effected in August 1996.

PROVISION FOR INCOME TAXES(BENEFIT).  For the first nine months of 1997, the
Company's tax benefit was $1,140,128 or 36% of pre-tax income compared to tax
expense of  $1,800,535 or 38% of pre-tax income for the first nine months of
1996.  The Company's anticipated tax rate for the remainder of 1997 is expected
to approximate 40%.


                                    Page 14 of 17


                                3D SYSTEMS CORPORATION
             Management's Discussion and Analysis of Financial Condition
                        and Results of Operations (Continued)



LIQUIDITY AND CAPITAL RESOURCES
                                    December 31,1996      September 26, 1997
                                    ----------------      ------------------
Cash and cash equivalents (1)          $  25,078,441           $  12,777,612
Short-term investments                     3,759,492               1,997,422
Working capital (1)                       49,763,554              41,589,577


                                           Nine Month Periods Ended
                                 -------------------------------------------
                                  September 27, 1996      September 26, 1997
                                  ------------------      ------------------

Cash used for operating activities     $  (5,724,924)          $  (4,828,367)
Cash used for investing activities        (8,161,093)             (6,210,245)
Cash provided by (used for)
 financing activities                      5,271,486                 (13,493)

- --------------------------
(1)  Includes $722,000 and $625,000 of restricted cash at December 31, 1996 and
     September 26, 1997, respectively.


Net cash used for operating activities during the first nine months of 1997 
was $4.8 million.  The negative cash flow from operations during the first 
nine months of 1997, comprised primarily of increases in accounts receivable 
($5.4 million), inventory ($2.5 million) as a result of an increase in SLA 
finished goods and raw materials (both Actua 2100 and SLA) and other assets 
($1.2 million) mainly as a result of the EOS acquisition all of which were 
partially offset by non cash depreciation and amortization ($3.7 million), an 
increase in accrued liabilities ($1.7 million) and  accounts payable ($.9 
million).

Net cash used for investing activities during the first nine months of 1997 
totaled $6.2 million and was primarily the result of expenditures related to 
SLA equipment manufactured for use as demonstration equipment ($3.7 million), 
the purchase of computers and manufacturing equipment ($1.9 million) due to 
an increase in personnel and increased production capacity and the increase 
in licenses and patent costs ($2.0 million)  which was substantially offset 
by the net of the liquidation and purchase of short-term investments ($1.8 
million).

Net cash used for financing activities during the first nine months of 1997 
was primarily the result of the Company's purchase of treasury stock and the 
repayment of a portion of the principal related to the $4.9 million 
tax-exempt industrial revenue development bond financing effected in August 
1996 in conjunction with the transition of the Company's manufacturing 
activities from Valencia, California to Grand Junction, Colorado offset by 
the exercise of stock options.

The Company believes that funds generated from operations, existing working
capital and its current line of credit will be sufficient to satisfy its
anticipated operating requirements for at least the next twelve months.


                                    Page 15 of 17


                                3D SYSTEMS CORPORATION
             Management's Discussion and Analysis of Financial Condition
                        and Results of Operations (Continued)



ITEM 6.       Exhibits and Reports on Form 8-K.

(a) Exhibits

    11. Computation of per share earnings.
    27. Financial data schedule.

(b) Reports on Form 8-K

    Current report on Form 8-K dated July 24, 1997 containing item 5 
    disclosure.

    Current report on Form 8-K dated September 22, 1997 containing item 5 
    disclosure.


                                    Page 16 of 17


                                      SIGNATURES


    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





/s/ Edward C. Ferrier                                             11/10/97
- ----------------------------------------                       -------------
Edward C. Ferrier                                                   Date
Corporate Controller and Acting
Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)



                                    Page 17 of 17