We address the problem of building watertight 3D models from surfaces that contain holes -for example, sets of range scans that observe most but not all of a surface. We specifically address situations in which the holes are too geometrically and topologically complex to fill using triangulation algorithms. Our solution begins by constructing a signed distance function, the zero set of which defines the surface. Initially, this function is defined only in the vicinity of observed surfaces. We then apply a diffusion process to extend this function through the volume until its zero set bridges whatever holes may be present. If additional information is available, such as known-empty regions of space inferred from the lines of sight to a 3D scanner, it can be incorporated into the diffusion process. Our algorithm is simple to mplement, is guaranteed to produce manifold non-interpenetrating surfaces, and is efficient to run on large datasets because computation is limited to areas near holes.