A new 3D face database that includes a rich set of expressions, systematic variation of poses and different types of occlusions is presented in this paper. This database is unique from three aspects: i) the facial expressions are composed of judiciously selected subset of Action Units as well as the six basic emotions, and many actors/actresses are incorporated to obtain more realistic expression data; ii) a rich set of head pose variations are available; and iii) different types of face occlusions are included. Hence, this new database can be a very valuable resource for development and evaluation of algorithms on face recognition under adverse conditions and facial expression analysis as well as for facial expression synthesis.