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This paper presents a top-down approach to 3D data analysis by fitting a morphable model to scans of faces. In a unified framework, the algorithm optimizes shape, texture, pose and illumination simultaneously. The algorithm can be used as a core component in face recognition from scans. In an analysis-by-synthesis approach, raw scans are transformed into a PCA-based representation that is robust with respect to changes in pose and illumination. Illumination conditions are estimated in an explicit simulation that involves specular and diffuse components. The algorithm inverts the effect of shading in order to obtain the diffuse reflectance in each point of the facial surface. Our results include illumination correction, surface completion and face recognition on the FRGC database of scans.