Abstract. Xface, the new version of our open source, platform independent toolkit for developing 3D embodied conversational agents is presented. The toolkit currently incorporates four pieces of software. The core Xface library is for developers who want to embed 3D facial animation to their applications. XfaceEd editor provides an easy to use interface to generate MPEG-4 ready meshes from static 3D models. XfacePlayer is a sample application that demonstrates the toolkit in action and XfaceClient is used as the communication controller over network.