8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2008

3D SYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-22250	95-4431352
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
333 Three D Systems Circle
Rock Hill, South Carolina		29730
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (803) 326-3900

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

     On August 5, 2008, 3D Systems Corporation (the “Company”) issued a press release setting forth the Company’s results of operations for its second quarter and first six months ended June 30, 2008. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by this reference. The information in this Item (and in such press release) shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

Item 7.01. Regulation FD Disclosure.

     Included in the press release mentioned above is an announcement that the Company plans to hold a conference call and webcast at 9:00 a.m., Eastern Time, on Wednesday, August 6, 2008, to discuss its operating results for its second quarter and first six months ended June 30, 2008. A copy of the press release, which contains additional information regarding how to access the conference call and webcast and how to listen to a recorded playback of the call after it is completed, is attached as Exhibit 99.1 to this Current Report on From 8-K. The slides to be presented on the webcast are attached as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release dated August 5, 2008.
99.2	Webcast slides dated August 6, 2008.

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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 hereunto duly authorized.

	3D SYSTEMS CORPORATION
Date: August 6, 2008	By:	/s/ Robert M. Grace, Jr.
		(Signature)
	Name: Robert M. Grace, Jr.
	Title: Vice President, General Counsel and           Secretary

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EXHIBIT INDEX

Exhibit No.		Exhibit Description
	99.1	Press Release dated August 5, 2008
	99.2	Webcast slides dated August 6, 2008

- 4 -

EX-99.1

Exhibit 99.1

News Release 3D Systems Corporation
333 Three D Systems Circle
Rock Hill, SC 29730

www.3dsystems.com
NASDAQ: TDSC

Investor Contact:	Chanda Hughes	Media Contact:	Katharina Hayes
	803-326-4010		803-326-3941
	Email: HughesC@3dsystems.com		Email: HayesK@3dsystems.com

3D Systems Reports Results for Second
Quarter and First Half of 2008

ROCK HILL, South Carolina – August 5, 2008 - 3D Systems Corporation (NASDAQ: TDSC), a leading provider of 3-D Modeling, Rapid Prototyping and Manufacturing solutions, announced today its operating results for the second quarter and first half of 2008. The company also announced the filing of its Quarterly Report on Form 10-Q for the second quarter of 2008 with the SEC today.

The company will hold a conference call and simultaneous webcast to discuss its operating results for the second quarter and first half of 2008 tomorrow morning, August 6, 2008 at 9:00 a.m., Eastern Time. Additional information relating to that call and webcast is provided below.

Operating highlights for the second quarter of 2008, compared to the 2007 second quarter, were as follows:

•    Revenue increased by $0.2 million to $36.7 million, primarily due to higher materials’ sales and higher service revenue, that were almost completely offset by a decline in systems’ sales.

•    Gross profit decreased by 1% to $13.3 million, as lower margins on systems and services more than offset higher materials’ margins. This resulted in a 0.7 percentage point gross profit margin decrease to 36.3%.

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• Continuing a trend, operating expenses declined by 12% to $16.1 million.

• Operating loss declined by 43% to $2.8 million while net loss declined by 37% to $3.3 million.

• Net loss per share declined by 44% to $0.15 per share.

Operating Highlights
Second Quarter and First Six Months of 2008
($ in millions except for per share amounts)

	Second Quarter									First Six Months
							%									%
Operating Highlights	2008			2007			Change			2008			2007			Change
Revenue	$	36.7		$	36.4			0.6	%	$	68.4		$	73.4			(6.7	%)
Gross profit	$	13.3		$	13.5					$	26.7		$	29.4
% of Revenue		36	%		37	%		(1.2	%)		39	%		40	%		(9.0	%)
Operating expenses	$	16.1		$	18.4					$	32.8		$	36.4
% of Revenue		44	%		51	%		(12.3	%)		48	%		50	%		(9.9	%)
Operating loss	$	(2.8	)	$	(4.9	)		42.8	%	$	(6.0	)	$	(7.0	)		13.6	%
Net loss	$	(3.3	)	$	(5.3	)		37.3	%	$	(7.0	)	$	(8.4	)		16.7	%
Diluted loss per share	$	(0.15	)	$	(0.27	)		44.4	%	$	(0.31	)	$	(0.44	)		29.5	%
Unrestricted cash	$	19.1		$	29.2			(34.5	%)	$	19.1		$	29.2			(34.5	%)
Depreciation and amortization	$	1.8		$	1.8					$	3.1		$	3.6
% of Revenue		5	%		5	%		(3.4	%)		5	%		5	%		(14.4	%)

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Revenue

“Notwithstanding the improved sequential-quarter revenue growth that we achieved from the first quarter to the second quarter of 2008 and higher materials’ sales during the second quarter of 2008, our second-quarter revenue fell some $4 million short of our mid-June expectations primarily as a result of this year’s continued uncertain economic environment, and with that shortfall we missed several other key targets. This resulted in overall disappointing results,” said Abe Reichental, President and Chief Executive Officer of 3D Systems.

“While, on the surface, we returned to modest top-line growth over the 2007 quarter during a difficult economic period, the mix of our revenue in the second quarter of 2008 was very different from that in the second quarter of 2007, reflecting in part the positive contributions from our integrated systems’ materials strategy and initial traction from our recently introduced 3-D Printers and the negative impact of significantly higher used equipment sales,” said Reichental.

Revenue in the 2008 second quarter benefited from higher materials’ sales and the favorable effect of foreign currency translation. However, this benefit was largely offset by lower unit volume from sales of Large-Frame systems and a higher than normal incidence of used equipment sales. These used equipment sales, with lower margins than those the company generally recognizes on new systems’ sales, accounted for 20% of total systems’ sales for the quarter. Of the used equipment sales, 33% in units and 40% in revenue involved the resale of systems that we acquired from Tangible Express in the first quarter of 2008. The company also recorded $0.4 million of additional deferred revenue in the second quarter of 2008 in connection with several extended warranties and discounted service related to certain systems, which the company expects to recognize ratably over the contracted warranty and service periods.

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The company benefited from higher unit volume from the sale of Small-Frame systems and 3-D Printers during the second quarter, but this increase in revenue was not enough to overcome the revenue shortfall from Large-Frame systems and used equipment sales.

Revenue from 3-D Printers was helped by growing demand for the company’s Dental Professional Printers and grew to 26% of total systems’ sales. With the previously reported electrical noise problem related to the company’s V-Flash^® Desktop modeler and the resulting delays to its planned commercial shipments, the company neither made any commercial shipments of its V-Flash^® modeler during the second quarter nor recognized any revenue from its V-Flash^® Desktop Modelers in the second quarter or first six months of 2008.

As a result of the factors discussed above, systems’ revenue decreased by 9% to $11.5 million from $12.7 million in the second quarter of 2007. Large-Frame systems represented only 25% of total systems’ revenue for the quarter while sales of Small-Frame systems and 3-D Printers increased as a portion of total systems’ sales, accounting for the remaining 75% of systems’ revenue compared to 70% of systems’ revenue in the second quarter of 2007. As a general matter, Small-Frame systems and 3-D Printers have lower gross profit margins than Large-Frame systems.

Revenue from engineered materials and composites increased by 9% to $16.2 million from $14.9 million for the second quarter of 2007, primarily due to the growing contribution of recurring revenue from the company’s newer integrated systems. For the second quarter of 2008, integrated systems accounted for 26% of all materials’ revenue, reflecting a 4% sequential improvement over the materials’ revenue for the company’s installed base of systems.

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Consistent with the company’s expectations, service revenue rose slightly to $8.9 million in the second quarter 2008 compared to $8.8 million in the 2007 second quarter.

“The recovery that we experienced in systems’ and materials’ revenue during the second quarter of 2008 was well below our expectations and not enough to close the gap from the company’s very anemic first-quarter revenue,” commented Reichental. “As a result, revenue for the first six months of 2008 decreased by 7% to $68.4 million from $73.4 million for the corresponding 2007 period. This revenue decline reflected the effect of our first-quarter revenue shortfall and included, for the six-month period, a 25% decrease in systems’ revenue that more than offset our 3% gain in revenue from materials and a 4% increase in revenue from services,” continued Reichental.

At June 30, 2008, the company’s backlog decreased to approximately $1.1 million compared with the $3.1 million of backlog at December 31, 2007. The company believes that this lower level of backlog is consistent with the normal operating trends in its business, which are not generally dependent on backlog.

Gross Profit

Gross profit declined for both the second quarter and the first six months of 2008.

Gross profit for the second quarter of 2008 decreased by 1% to $13.3 million and, for the six months, decreased by 9% to $26.7 million. Gross profit margin decreased by 70 basis points to 36.3% for the second quarter of 2008 from 37.0% in the 2007 period and decreased to 39.1% for the first six months of 2008 from 40.0% in the first six months of 2007.

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The decline in gross profit margin in each 2008 period was primarily due to the changes in revenue mix and lower volume of Large-Frame systems’ sales, which resulted in the company’s inability to fully absorb its overhead, and the high incidence of used-equipment sales that resulted in reduced gross profit.

These higher sales of used equipment, combined with the items mentioned below, negatively affected the company’s gross profit margin in the second quarter of 2008 by approximately 5 percentage points after reflecting the offsetting favorable effect of foreign currency translation on revenue with the unfavorable effect of foreign currency translation on cost of goods sold for that quarter.

These other items included:

• amounts associated with our initial planned build up of V-Flash^® finished goods inventory in anticipation of commercial shipments of that new system once the company is fully satisfied with it;

• higher warranty costs;

• duplicate supply-chain costs related to the company’s efforts to discontinue the outsourcing of its domestic logistics activities and to relocate them to its Rock Hill facility, which the company has targeted to complete this month; and

• the unfavorable effect of foreign currency translation on cost of goods sold, which on a net basis reduced the company’s gross profit margin by 60 basis points for the second quarter and 40 basis points for the first six months of 2008.

Cost of sales increased by $0.4 million in the second quarter of 2008 and decreased by $2.3 million in the first six months of 2008, in each case in relation to the respective 2007 periods. These changes were generally in line with the company’s changes in revenue in each period.

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“We have been subject to these foreign currency exchange effects on gross profit as part or our normal business operations for a number of years. However, as a result of persisting foreign currency pressures, we have begun taking steps to mitigate the effect of this exposure on our profit margins,” continued Reichental. “These steps include transferring production of certain of these materials that are sold in U.S. dollars to the United States and more closely managing the hedging of our currency exposure to items that we acquire or produce in other currencies.

“We are disappointed that the items discussed above largely negated our gross profit improvement initiatives during the second quarter. While we expect to benefit from our previously disclosed gross profit improvement initiatives starting in the fourth quarter of this year, we also expect that as we continue our planned build-up of V-Flash^® inventory and subsequent shipments, this activity will suppress our gross profit margins by $0.5 million to $1.0 million per quarter for the near term,” concluded Reichental.

Operating Expenses

Operating expenses continued their downward trend in the second quarter of 2008, declining by 12% to $16.1 million from $18.4 million in the second quarter of 2007. This decrease primarily reflected lower selling, general and administrative expenses as research and development expenses were essentially flat compared to the second quarter of 2007, notwithstanding the company’s expanded new product development activities.

For the first six months of 2008, operating expenses declined by 10% compared to the 2007 period.

The decline in SG&A expenses for the second quarter and first six months of 2008 arose primarily from lower contract labor and consultant costs,

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lower severance and stock-based compensation expense and lower audit expenses. These decreases were partially offset by unfavorable foreign currency exchange effects and higher marketing costs. The 2008 six-month period also included $0.6 million of expenses that the company incurred in connection with the previously disclosed Audit Committee investigation in the first quarter of 2008. Legal expenses for the six-month period, while below their level for the first six months of 2007, are expected to be higher than the company’s targeted legal expenses for the full year 2008 primarily as a result of expenses associated with its previously disclosed pending litigation.

“I am not at all satisfied with our slower than expected progress on carrying out SG&A cost reductions, and as a result of the continued uncertain economic environment, we have decided to undertake additional cost reduction programs, including curtailment of certain planned discretionary expenses for the balance of 2008 which are intended to speed-up our progress. While I believe that our quarterly SG&A expenses have begun to resume a more normalized run rate, we are not yet achieving our stated targets,” commented Reichental. “Reflecting on our actual mid-year SG&A performance and factoring in our planned marketing activities for the remainder of this year and the uncertainty of our legal expenses arising from litigation for the second half of this year, I expect SG&A expenses for the second half of 2008 to fall in the range of $24 million to $26 million.”

R&D expenses increased to $3.6 million in the second quarter of 2008 from $3.5 million in the second quarter of 2007. For the first six months of 2008, R&D expenses increased by 8% to $7.2 million from $6.6 million in the first six months of 2007. R&D costs in the first six months of 2008 included costs associated with the V-Flash^® Desktop Modeler as well as other new product development activities. “We are continuing the

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development of additional new products, and accordingly we expect to incur from $7 million to $8 million of R&D expenses in the second half of 2008,” continued Reichental.

Operating Loss and Net Loss

The company’s operating loss in the 2008 second quarter declined by 43% to $2.8 million from $4.9 million in the 2007 quarter, and for the first six months of 2008 declined by 14% to $6.0 million from $7.0 million in the 2007 period.

After giving effect to the relatively minor effect of other expenses and taxes reflected on the company’s consolidated statements of operations, net loss for the second quarter of 2008 declined by 37% to $3.3 million ($0.15 per share) from $5.3 million ($0.27 per share) in the second quarter of 2007. Similarly, net loss for the first six months of 2008 declined by 17% to $7.0 million ($0.31 per share) from $8.4 million ($0.44 per share) in the 2007 period.

“Notwithstanding the modest improvement in operating results in the second quarter, I am not pleased with the slower than expected rate of progress we have been able to make during 2008 toward our goal of achieving and improving our historical gross profit and operating expense levels as a percent of revenue,” commented Reichental.

“We believe, however, that our materials’ strategy, which is at the heart of our longer-term target business model and painful business transformation that we have undergone, is beginning to gain positive momentum and traction both in terms of its increased contribution to total revenue and, more importantly, the growing importance and traction of new materials’ sales through our newer integrated systems,” continued Reichental.

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“While we are not at all satisfied with our progress to date, we remain confident in our current direction and expect to continue to regain lost ground from earlier periods in the coming quarters,” continued Reichental.

Cash and Working Capital

For the first six months of 2008, cash declined to $19.1 million from $29.7 million at December 31, 2007. Approximately $7.8 million of this decrease was attributable to the first quarter of 2008. The remaining $2.8 million decrease in cash arose in the second quarter of 2008.

This $10.6 million decrease resulted primarily from $8.4 million of cash used in operating activities and $3.5 million of cash used in investing activities in the first six months of 2008. These uses of cash were partially offset by cash derived from financing activities and the effect of changes in foreign exchange rates.

This net use of cash included, in the first-quarter, the $5.3 million purchase of equipment from Tangible Express and, in the first six months, materials’ and systems’ inventory purchases that we undertook to support future growth. Specifically, the inventory increase in the second quarter was driven by $3.7 million of purchases of direct metals’ systems, 3-D Printers, including V-Flash^® systems, and certain key components to support future production of 3-D Printers. Excluding Tangible Express’ equipment that the company sold to customers or decided to retain for its own use, these inventory investments aggregated $6.0 million for the first six months of 2008. Except for the second-quarter inventory investments noted above, inventory would have declined by approximately $2.0 million from March 31, 2008 to June 30, 2008.

Accounts receivable, net decreased to $28.5 million at June 30, 2008 compared to $31.1 million at the end of 2007. The changes are reflective

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of the respective quarterly revenue level as well as an increase in days’ sales outstanding.

At June 30, 2008, inventories increased to $26.1 million compared to $20.0 million at the end of 2007, reflecting primarily the increases in finished goods inventory discussed above.

“In view of the short-term inventory investments in support of our expanding 3-D Printing and Direct Metal systems’ portfolio, we have had to take a backward step against our previously stated inventory reduction goals,” continued Reichental. ”Based on our current go-to-market strategy, we still expect inventories to decline to between $20 million to $22 million by the end of 2008.

“We continue to focus on improving our working capital management, in order to pursue our near-term growth opportunities vigorously,” concluded Reichental.

Conference Call and Audio Webcast Details

3D Systems will hold a conference call and audio webcast to discuss its second-quarter and first-half 2008 financial results tomorrow morning, August 6, 2008, at 9:00 a.m. Eastern Time.

• To access the Conference Call, dial 1-888-336-3485 (or 706-634-0653 from outside the United States). A recording will be available two hours after completion of the call for three days. To access the recording, dial 1-800-642-1687 (or 706-645-9291 from outside the United States) and enter 55872360, the confirmation code.

• To access the audio webcast, log onto 3D Systems’ Web site at www.3dsystems.com/ir. To ensure timely participation and

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technical capability, we recommend logging on a few minutes prior to the conference call to activate your participation. The webcast will be available for replay beginning approximately three hours after completion of the call at: www.3dsystems.com/ir.

Forward-Looking Statements

Certain statements made in this release that are not statements of historical or current facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the company to be materially different from historical results or from any future results expressed or implied by such forward-looking statements.  In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements in the conditional or future tenses or that include terms such as “believes,” “belief,” “expects,” “estimates,” “intends,” “anticipates” or “plans” to be uncertain and forward-looking.  Forward-looking statements may include comments as to the company’s beliefs and expectations as to future events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the control of the company. The factors described under the headings “Forward-Looking Statements,” “Cautionary Statements and Risk Factors,” and “Risk Factors” in the company’s periodic filings with the Securities and Exchange Commission, as well as other factors, could cause actual results to differ materially from those reflected or predicted in forward-looking statements.

About 3D Systems Corporation

3D Systems is a leading provider of 3-D Modeling, Rapid Prototyping and Manufacturing solutions. Its systems and materials reduce the

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time and cost of designing products and facilitate direct and indirect manufacturing by creating actual parts directly from digital input. These solutions are used for design communication and prototyping as well as for production of functional end-use parts: Transform your products.

More information on the company is available at www.3dsystems.com, or via email at moreinfo@3dsystems.com.

# # #

Tables Follow

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3D SYSTEMS CORPORATION
Condensed Consolidated Statements of Operations
Quarter and Six Months Ended June 30, 2008 and 2007
(Unaudited)

	Quarter Ended June 30,						Six Months Ended June 30,
(in thousands, except per share amounts)	2008			2007			2008			2007
Revenue:
Products	$	27,713		$	27,591		$	50,478		$	56,150
Services		8,943			8,835			17,965			17,208
Total revenue		36,656			36,426			68,443			73,358
Cost of sales:
Products		15,795			15,864			27,522			29,928
Services		7,541			7,083			14,175			14,048
Total cost of sales		23,336			22,947			41,697			43,976
Gross profit		13,320			13,479			26,746			29,382
Operating expenses:
Selling, general and administrative		12,555			14,872			25,619			29,764
Research and development		3,578			3,528			7,175			6,615
Total operating expenses		16,133			18,400			32,794			36,379
Operating loss		(2,813	)		(4,921	)		(6,048	)		(6,997	)
Interest expense and other, net		200			559			270			1,245
Loss before provision for income taxes		(3,013	)		(5,480	)		(6,318	)		(8,242	)
Provision for (benefit of) income taxes		310			(177	)		696			181
Net loss	$	(3,323	)	$	(5,303	)	$	(7,014	)	$	(8,423	)
Shares used to calculate basic and diluted net loss		22,351			19,361			22,339			19,240
Basic and diluted net loss per share (1)	$	(0.15	)	$	(0.27	)	$	(0.31	)	$	(0.44	)

(1) See Schedule 1 for the calculation of basic and diluted net loss per share.

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3D SYSTEMS CORPORATION
Condensed Consolidated Balance Sheets
June 30, 2008 and December 31, 2007
(Unaudited)

(in thousands)	2008			2007
ASSETS
Current assets:
Cash and cash equivalents	$	19,109		$	29,689
Accounts receivable, net		28,503			31,115
Inventories, net		26,085			20,041
Prepaid expenses and other current assets		3,648			4,429
Deferred income tax assets		586			693
Restricted cash		1,200			1,200
Assets held for sale, net		3,454			3,454
Total current assets		82,585			90,621
Property and equipment, net		24,820			21,331
Goodwill		48,742			47,682
Other intangible assets, net		4,460			5,170
Other assets, net		2,755			2,581
	$	163,362		$	167,385
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Industrial development bonds related to assets held for sale	$	3,205		$	3,325
Current portion of capitalized lease obligations		188			181
Accounts payable		20,501			20,712
Accrued liabilities		10,178			12,248
Customer deposits		3,626			1,537
Deferred revenue		11,299			11,712
Total current liabilities		48,997			49,715
Long-term portion of capitalized lease obligations		8,567			8,663
Other liabilities		4,524			4,238
Total liabilities		62,088			62,616
Stockholders’ equity:
Common stock, authorized 60,000 shares, issued and outstanding 22,417 shares (2008) and 22,224 shares (2007)		22			22
Additional paid-in capital		175,592			173,645
Treasury stock, at cost; 52 shares (2008) and 50 shares (2007)		(113	)		(111	)
Accumulated deficit in earnings		(79,417	)		(72,403	)
Accumulated other comprehensive income		5,190			3,616
Total stockholders’ equity		101,274			104,769
	$	163,362		$	167,385

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3D SYSTEMS CORPORATION
Condensed Consolidated Statements of Cash Flow
Six Months Ended June 30, 2008 and 2007
(Unaudited)

	Six Months Ended June 30,
(in thousands)	2008			2007
Cash flow from operating activities:
Net loss	$	(7,014	)	$	(8,423	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities :
Provision for (benefit of) deferred income taxes		110			(149	)
Depreciation and amortization		3,123			3,647
Provision for (benefit of) bad debts		287			(28	)
Stock-based compensation		856			1,660
Changes in operating accounts:
Accounts receivable		4,353			8,591
Inventories		(7,589	)		181
Prepaid expenses and other current assets		899			1,587
Accounts payable		(1,616	)		(9,571	)
Accrued liabilities		(2,749	)		(1,384	)
Customer deposits		1,961			(4,993	)
Deferred revenue		(783	)		965
Other operating assets and liabilities		(219	)		325
Net cash used in operating activities		(8,381	)		(7,592	)
Cash flow used in investing activities:
Purchases of property and equipment		(3,244	)		(417	)
Additions to license and patent costs		(230	)		(262	)
Software development costs		—			(300	)
Net cash used in investing activities		(3,474	)		(979	)
Cash flow provided by financing activities:
Net proceeds from issuance of common stock		—			20,562
Stock options and restricted stock proceeds		1,091			2,621
Repayment of long-term debt		(210	)		(176	)
Net cash provided by financing activities		881			23,007
Effect of exchange rate changes on cash		394			406
Net increase (decrease) in cash and cash equivalents		(10,580	)		14,842
Cash and cash equivalents at the beginning of the period		29,689			14,331
Cash and cash equivalents at the end of the period	$	19,109		$	29,173
Supplemental Cash Flow Information:
Interest payments	$	483		$	786
Income tax payments		408			791
Non-cash items:
Cumulative effect of adopting FIN 48		—			1,208
Conversion of 6% convertible subordinated debentures		—			509
Transfer of equipment from inventory to property and equipment		3,944			945
Transfer of equipment to inventory from property and equipment		1,518			322

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Schedule 1
(Unaudited)

Following is a reconciliation of the numerator and denominator of the basic and diluted net earnings (loss) per share computations:

	Quarter Ended June 30,						Six Months Ended June 30,
(in thousands, except per share amounts)	2008			2007			2008			2007
Basic and diluted earnings (loss) per share:
Basic earnings (loss) per share:
Numerator:
Net loss	$	(3,323	)	$	(5,303	)	$	(7,014	)	$	(8,423	)
Denominator:
Weighted average common shares outstanding		22,351			19,361			22,339			19,240
Basic net loss per share	$	(0.15	)	$	(0.27	)	$	(0.31	)	$	(0.44	)
Diluted earnings (loss) per share:
Numerator:
Net loss	$	(3,323	)	$	(5,303	)	$	(7,014	)	$	(8,423	)
Denominator:
Weighted average common shares outstanding		22,351			19,361			22,339			19,240
Effect of dilutive securities:
Stock options and restricted stock awards		—			—			—			—
Diluted weighted average shares outstanding		22,351			19,361			22,339			19,240
Diluted net loss per share	$	(0.15	)	$	(0.27	)	$	(0.31	)	$	(0.44	)

EX-99.2

Exhibit 99.2

Conference Call & Webcast Discussion of Second Quarter 2008 Results August 6, 2008 NASDAQ: TDSC www.3dsystems.com

2 Participants Chanda Hughes Coordinator, Investor Relations Abe N. Reichental President & Chief Executive Officer Damon Gregoire Vice President & Chief Financial Officer Bob Grace Vice President & General Counsel

3 Welcome Webcast Viewers To listen to the conference via phone and to ask questions during our Q&A session, please dial: 1-888-336-3485 in the United States 1-706-634-0653 from outside the United States We will not accept questions through the Web site or "Audio Streaming."

Leader Innovator Partner Builder 4 Forward-Looking Statements Certain statements made in this presentation that are not statements of historical or current facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the company to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements in the future or conditional tenses or that include the terms "believes," "belief," "estimates," "expects," "intends," "anticipates" or "plans" to be uncertain and forward-looking. Forward-looking statements may include comments as to the company's beliefs and expectations as to future events and trends affecting its business. Forward-looking statements are based upon management's current expectations concerning future events and trends and are necessarily subject to uncertainties, many of which are outside the control of the company. The factors stated under the headings "Forward-Looking Statements," "Cautionary Statements and Risk Factors," and "Risk Factors" that appear in the company's periodic filings with the Securities and Exchange Commission, as well as other factors, could cause actual results to differ materially from those reflected or predicted in forward-looking statements. 4

5 Operating Results Abe Reichental President & CEO

6 Operating Results Second Quarter Second Quarter % Change Operating Results 2008 2007 % Change Revenue $36.7 $36.4 1% Gross Profit % of Revenue $13.3 36% $13.5 37% (1%) Operating Expenses % of Revenue $16.1 44% $18.4 51% (12%) Net Loss ($3.3) ($5.3) 37% Depreciation & Amortization % of Revenue $1.8 5% $1.8 5% 3% Fully Diluted Loss Per Share ($0.15) ($0.27) 44% Second Quarter 2008 Operating Results ($ Millions except per share amounts)

7 Operating Results Six Months Six Months % Change Operating Results 2008 2007 % Change Revenue $68.4 $73.4 (7%) Gross Profit % of Revenue $26.7 39% $29.4 40% (9%) Operating Expenses % of Revenue $32.8 48% $36.4 50% (10%) Net Loss ($7.0) ($8.4) 17% Depreciation & Amortization % of Revenue $3.1 5% $3.6 5% (14%) Fully Diluted Loss Per Share ($0.31) ($0.44) 30% Six Months 2008 Operating Results ($ Millions except per share amounts)

Revenue shortfall of $4 million compared to our mid-June expectations: Growth from Integrated Materials Sales Traction from commercial shipments of recently introduced 3-D Printers Abnormally higher used-equipment sales Lower unit volume from sales of Large-Frame systems Higher deferred service and warranty revenue Continued impact of uncertain economy Gross profit margin shortfall primarily on volume, mix and COGS drivers: Changes in revenue mix and volume resulting in under absorbed overhead High incidence of used-equipment sales reducing gross profit on weighted basis Amounts associated with our initial planned build up of V-Flash(r) finished goods inventory Higher warranty costs Duplicate supply-chain costs related to move from 3PL provider to Rock Hill Unfavorable net effect of foreign currency translation on cost of goods sold Factors Shaping 2Q08 Results 8 Combined revenue mix and COGS including FX negatively affected gross profit by approximately 500 basis points. For more details please read our Form 10-Q.

9 2008 2008 % Change Q2 Q1 % Change Total Materials Sales $16.2 $14.9 9% Integrated Materials Sales $4.2 $3.2 32% Integrated Materials % of Total Materials Sales 26% 22% ($ Millions ) Integrated Materials sales increased by 32% sequentially over the first quarter of 2008. Integrated Materials grew to 26% of total materials revenue representing a 400 basis point gain from the first-quarter 2008. Our Integrated Materials Strategy, which is at the heart of our longer-term target business model and is consistent with industry trends, is beginning to gain positive momentum and contributing increasing amounts to revenue and gross profit. Factors Shaping 2Q08 Results: Integrated Materials

10 Financial Review Damon Gregoire Vice President & CFO

2Q08 Revenue Mix By Category and Region 5 10 15 20 25 30 35 0 Millions 35% 41% 24% 31% 44% 25% 46% 41% 13% 44% 41% 15% 2007 2008 2007 2008 Services Materials Systems & Other Asia Pacific Europe North America $36.4 $36.7 $36.4 $36.7 40 11

12 2Q08 Gross Profit Margin ($ Millions) Items affecting gross profit margin in 2Q08 (with estimated margin impact indicated): Lower systems unit volume resulting in absorption of overhead over fewer units Higher concentration of used equipment sales, resulting in lower margins (200 bps) Higher materials' revenue with higher gross profit Adverse impact of foreign exchange on cost of goods (60 bps) Duplicate supply-chain costs related to moving logistics activities in-house (30 bps) Costs associated with inventory of V-Flash(r) machines and finishers (110 bps) Higher warranty costs from certain premature component failures (80 bps) 2008 2007 % Revenue 17% $ 2.0 Yr-Yr % TOTAL Services Systems $ Millions % Revenue $ Millions 16% 36% $ 1.4 $ 13.3 22% $ 2.7 20% 37% $ 1.8 $ 13.5 (27%) (20%) (1%) Materials $ 9.9 61% $ 9.0 60% 10%

13 Six Months 2008 Gross Profit Margin ($ Millions) Changes in gross profit margin due to: Lower systems unit volume resulting in absorption of overhead over fewer units Higher concentration of used equipment sales, resulting in lower margins Higher materials' revenue with higher gross profit Adverse impact of foreign exchange on cost of goods Supply-chain inefficiencies related to inventory management and third-party logistics Costs associated with inventory of V-Flash(r) machines and finishers Higher warranty costs from certain premature component failures 2008 2007 % Revenue 18% $ 3.4 Yr-Yr % TOTAL Services Systems $ Millions % Revenue $ Millions 21% 39% $ 3.8 $ 26.7 30% $ 7.7 18% 40% $ 3.2 $ 29.4 (56%) 20% (9%) Materials $ 19.6 63% $ 18.5 61% 6% Columns may not add due to rounding

2Q08 Operating Expenses ($ Millions) SG&A R&D Total Operating Cost $12.6 $ 3.6 $16.1 2008 $18.4 $14.9 $ 3.5 2007 Expect SG&A expenses in 2H 2008 to fall in the range of $24 MM to $26 MM Expect R&D expenses in 2H 2008 to fall in the range of $7 MM to $8 MM (12%) (16%) Yr-Yr % 1% 14 Contract Labor and Consultants - $1.1MM Accounting and Legal - $0.9MM Stock-Based Comp - $0.3MM Favorable (Unfavorable):

Six Months 2008 Operating Expenses ($ Millions) SG&A R&D Total Operating Cost $25.6 $ 7.2 $32.8 2008 $36.4 $29.8 $ 6.6 2007 Expect SG&A expenses in 2H 2008 to fall in the range of $24 MM to $26 MM Expect R&D expenses in 2H 2008 to fall in the range of $7 MM to $8 MM (10%) (14%) Yr-Yr % 8% 15 Contract Labor and Consultants - $2.3MM Severance and Stock-Based Comp - $1.8MM Accounting and Legal - $1.2MM Investigation - ($0.6) MM Bad Debts - ($0.3) MM Favorable (Unfavorable):

16 40 60 80 100 120 140 160 Days Working Capital Management Progress Days Inventory On Hand Days Sales Outstanding Q2 2006 Q3 2006 Q4 2006 Q1 2007 Q2 2007 Q3 2007 Q4 2007 Q1 2008 Q2 2008 68 64 131 101 100 68 74 78 93 67 65 116 90 95 121 73 102 70

17 Inventory ($000's) 2Q 2008 increase due to $3.7 million materials' and systems' purchases to support future growth, including direct metals systems, 3-D printers (V-Flash(r) modeler), and certain key components to support future production of 3-D printers. Except for the 2Q08 inventory investments noted above, inventory would have declined by approximately $2.0 million from March 31, 2008 to June 30, 2008. Expect inventory to decrease to $20-22 million by year-end 2008 $6,044 Inventory at 6/30/08 Inventory as of 12/31/07 Q1 2008 Increase Q2 2008 Increase $26,085 $20,041 $4,377 $1,667 Total Excluding TE $24,885 $20,041 $2,077 $2,767 TE Impact $1,200 $0 $2,300 ($1,100) TE = Tangible Express

18 Cash Position 6/30/2008 ($000's) 2008 2008 Total Q1 Q2 Total Inventory and Asset Investments Include: Tangible Express Other Inventory Other Capex ($5,300) ($1,562) ($1,882) $1,100 ($1,827) ($1,362) ($4,200) ($3,389) ($3,244) Exercise of Stock Options Other $1,081 ($94) $10 ($744) $1,091 ($838) Net Change in Cash ($7,757) ($2,823) ($10,580) $19,109 Cash at 6/30/08 Net Cash at 12/31/07 $29,689 Q1 2008 Decrease in Cash Q2 2008 Decrease in Cash ($7,757) ($2,823)

19 Progress Report Abe Reichental President & CEO

20 State of Business We believe and expect that: Notwithstanding the uncertain current economic climate, our sales recovered somewhat in the second quarter of 2008, and we are well positioned to gain additional lost ground in the coming quarters. Our growing installed base, coupled with the integration of our new systems with proprietary materials' cartridges, should improve the profitability of our business as revenue from materials continues to outpace the growth in systems. The stability of our revenue base should improve as consumables' sales rise as a percentage of the product mix relative to systems. In the absence of abnormally high used equipment sales that we experienced in 2Q08, gross profit margins should improve. We believe that despite the uncertain economy and slower demand for parts our Integrated Materials Strategy is working.

We did not recognize revenue during the first half of 2008 from any V-Flash(r) activities. We commenced selected shipments of V-Flash(r) desktop modelers in early July after successfully resolving the electrical noise problems that previously halted this phase. Consistent with our previously announced plan, we anticipate a continued managed phased rollout through the end of 2008. We believe that our internal delays are not indicative of marketplace demand for this product. Due to the relative low price per unit and managed rollout plan, we do not anticipate the V-Flash(r) Desktop Modeler to be a material revenue contributor during 2008. V-Flash(r) Desktop 3-D Printer Update We expect that commercial V-Flash(r) shipments will suppress our gross profit margins by $0.5 million to $1.0 million per quarter for the near term. 21

Revenue Upside to Reverse First-Half Shortfall Opening the Japanese marketplace to our key Accura(r) materials Commercial shipments of two new professional, high-definition 3-D printers: The ProJet(tm) HD 3000 3-D Production System The ProJet(tm) DP 3000 3-D Dental Professional System Commercial shipments of two direct metal laser sintering systems: The New Sinterstation(r) Pro DM100 SLM System The New Sinterstation(r) Pro DM250 SLM System Pursuing direct digital dentistry opportunities with 3M, Sirona, SensAble... We expect that incremental revenue from these growth initiatives will help mitigate first-half revenue shortfall. 22

Additional SG&A Reduction Initiatives Curtail certain budgeted discretionary expenses Absence of certain special accounting costs Conclusion of contractor provided services Receipt of available South Carolina job development incentives Normalize annual audit and tax review cost Absence of expansive recruitment and relocation costs Deliver operating cost savings from Rock Hill consolidation Expect selling expenses to rise with revenue Expect SG&A expenses to continue to decline at a slower rate due to anticipated marketing and legal expenses. 23

Gross Profit Improvement Plan Update Profit Leakage Source Inefficient third-party logistics and warehousing. Material weaknesses related to inventory management. Inefficient parts return system inflating inventory and cost of goods. Premature failures of warranty parts supplied by third parties. Negative FX impact on materials produced in Europe. Action Completing move to Rock Hill in August 2008. P&L benefit to begin Q3. Integrated ERP module, moved activity in-house. Streamlining process, move activity in-house. Improving third-party supplied parts quality. Completed a resin blending facility in Rock Hill. P&L benefit to begin Q3. 24 Third-party logistics partner strategy did not deliver expected results; it caused the company significant profit leakage.

Progress Against Our Long-Term Target Model (% of Yearly Revenue, $ in millions) 25 We believe that continued integrated materials revenue growth coupled with the decline of SG&A and the realization of our gross profit improvement plan will result in returning and exceeding our historical performance in these categories and convergence to the threshold of our target operating model. 2003 2006 2004 2005 2007 6 Mos 08 TOM* 6 Mos 07 39% 45% 45% 34% 41% 46% 40% 39% Gross Profit 44% 31% 29% 38% 35% 25% 41% 37% SG&A 8% 8% 9% 10% 9% 8% 9% 10% R&D 29% 30% 32% 39% 40% 42% 41% 46% Materials Revenue $110.0 $125.6 $139.1 $134.8 $156.5 $170.0 $73.4 $68.4 Revenue TOM = Target Operating Model

Leader Innovator Partner Builder 26 Bottom Line Transitioning From Restructuring To Profitable Growth 26 Meeting customers' needs. Leading in innovation through technology. Improving financial strength and flexibility. Developing new products and categories. Growing globally. Creating new marketplace applications: Rapid Manufacturing 3-D Modeling Providing measurable value, customers and stockholders.

Question and Answer Session Out of respect for other conference call participants, please ask one question and then return to the queue to ask additional questions. All questions must be directed through the teleconference portion of this call. Questions via the Web will not be accepted. 27

Thank You For Participating A recording of this webcast will be available two hours after completion of the call. To access the recording, dial 1-800-642-1687 (or 706-645-9291 from outside the United States) and enter the confirmation code 55872360. A replay of this webcast will be available approximately three hours after the call on the 3D Systems Investor Relations Web site www.3dsystems.com/ir. 28