Abstract: The digitization of the 3D shape of real objects is a rapidly expanding field, with applications in entertainment, design, and archaeology. We propose a new 3D model acquisition system that permits the user to rotate an object by hand and see a continuously-updated model as the object is scanned. This tight feedback loop allows the user to find and fill holes in the model in real time, and determine when the object has been completely covered. Our system is based on a 60 Hz. structured-light rangefinder, a real-time variant of ICP (iterative closest points) for alignment, and point-based merging and rendering algorithms. We demonstrate the ability of our prototype to scan objects faster and with greater ease than conventional model acquisition pipelines.