SC 13G/A

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

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*


                             3D Systems Corporation
                             ----------------------
                                (Name of Issuer)

                    Common Stock, $0.001 Par Value per Share
                    ----------------------------------------
                         (Title of Class of Securities)

                                    88554D205
                                    ---------
                                 (CUSIP Number)

                                December 31, 2004
                                -----------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[X] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).



                                       1






Schedule 13G/A

CUSIP No. 88554D205

 1. Names of Reporting Persons: Philip W. Goldsmith
    I.R.S. Identification Nos. of above persons (entities only): Not Applicable

 2. Check the Appropriate Box if a Member of a Group (See Instructions):

         (a) [ ]

         (b) [ ]

 3.  SEC Use Only


 4. Citizenship or Place of Organization: U.S.

Number of           5.  Sole Voting Power:             28,000
Shares
Beneficially        6.  Shared Voting Power:            -0-
Owned by
Each                7.  Sole Dispositive Power:        29,500
Reporting
Person With         8.  Shared Dispositive Power:      619,901

 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 649,401

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [ ]

11. Percent of Class Represented by Amount in Row (9): 4.80%

12. Type of Reporting Person (See Instructions): HC







                                       2









Item 1.

     (a) The name of the issuer is 3D Systems Corporation (the "Corporation").

     (b) The  Corporation's  executive  office is located at 26081  Avenue Hall,
Valencia, California 91355.

Item 2.

     (a) The person filing this statement is Philip W. Goldsmith.

     (b) Mr. Goldsmith's residence is 350 East 72nd Street, New York, NY 10021.

     (c) Mr. Goldsmith is a United States citizen.

     (d) The security (the  "Security")  is common  stock,  $0.001 par value per
share.

     (e) The CUSIP Number of the Security is 88554D205.

Item 3.

     See Exhibit A.

Item 4. Ownership

     (a) Mr. Goldsmith is the beneficial owner of 649,401 shares of the Security
through the following:

          o his IRA;

          o his power of attorney for the  management  of the account of the IRA
     of Carol Goldsmith;

          o his power of attorney for the  management  of the account of the IRA
     of James Goldsmith;

          o his power of attorney for the management of the account of James and
     Elizabeth Goldsmith; and

          o his position as Chairman of Goldsmith & Harris Incorporated ("G&H"),
     a broker-dealer  registered under Section 15 of the Securities Exchange Act
     of 1934 and an investment adviser registered under the Investment  Advisers
     Act of 1940, by virtue of G&H's investment  discretion over accounts of its
     clients that hold 619,901 shares of the Security.

                                       3





     The 649,401 shares of the Security of which Mr. Goldsmith is the beneficial
owner  includes:  (i) 29,469  shares of the Security  into which  $300,000 in 6%
Subordinated  Convertible  Debentures  of the  Corporation,  which  are  held in
certain  client  accounts  over  which  G&H  has  investment   discretion,   are
convertible;  and (ii) 66,700 shares of the Security into which 66,700 shares of
Series B  Convertible  Preferred  Stock of the  Corporation,  which  are held in
certain  client  accounts  over  which  G&H  has  investment   discretion,   are
convertible.  The  determination  of  the  number  of  shares  of  the  Security
beneficially  owned by Mr. Goldsmith and the percentage such shares represent of
all of the  outstanding  shares  of the  Security  was made in  accordance  Rule
13d-3(d)(1) under the Securities Exchange Act of 1934.

     (b)  The  amount  of  shares  of the  Security  beneficially  owned  by Mr.
Goldsmith is 4.80% of the total outstanding shares of the Security.

     (c)  (i) Mr. Goldsmith  has the sole power to vote or to direct the vote of
28,000 shares of the Security.

          (ii) Not applicable.

          (iii) Mr.  Goldsmith  has the sole power to dispose,  or to direct the
     disposition, of 29,500 shares of the Security.

          (iv) Mr. Goldsmith shares with G&H the power to dispose,  or to direct
     the disposition, of 619,901 shares of the Security.

Item 5. Ownership of Five Percent or Less of a Class

            If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [x].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

     The clients of G&H, the IRA of Carol Goldsmith,  the IRA of James Goldsmith
and James and Elizabeth  Goldsmith may have the right to receive or the power to
direct the receipt of dividends  from,  or the proceeds from the sale of, shares
of the  Security.  None of these  persons  has an  interest in 5% or more of the
total outstanding shares of the Security.

Item 7. Identification  and Classification of the Subsidiary Which Acquired the
        Security Being Reported on By the Parent Holding Company.

     See Exhibit A.

Item 8. Identification and Classification of Members of the Group.


                                       4




     Not applicable.

Item 9. Notice of Dissolution of Group.

     Not applicable.

Item 10. Certification.

     By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred to above were  acquired  and are held in the  ordinary
course of business  and were not acquired and are not held for the purpose of or
with the effect of  changing  or  influencing  the  control of the issuer of the
securities  and were not  acquired and are not held in  connection  with or as a
participant in any transaction having that purpose or effect.

                                       5






                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


Date:  February 11, 2005

                                            /s/Philip W. Goldsmith
                                            ----------------------
                                            Philip W. Goldsmith




                                       6

EX-99.A

                                    EXHIBIT A

Philip W. Goldsmith may,  through his position as Chairman of Goldsmith & Harris
Incorporated  ("G&H"),  a  broker-dealer  registered  under  Section  15 of  the
Securities  Exchange  Act of 1934 and an  investment  adviser  registered  under
Section 203 of the  Investment  Advisers Act of 1940, be deemed a control person
of G&H.

The amount of shares of common stock of 3D Systems  Corporation (the "Security")
beneficially  owned by Mr. Goldsmith which are not attributable to Mr. Goldsmith
by virtue of his position as Chairman of G&H amount to less than 1% of the total
outstanding shares of the Security.





                                       7