As far as I know, VM Tools will not build on the 3.x kernels.
I have this exact issue on every 3.x kernel on every distro I have installed in vmplayer 3.1.4. Even vmplayer needs patching to build on 2.6.39 or later kernel.
If you are using Fedora, try installing the open source vm tools package:
Code:
yum install open-vm-tools
Hope this helps.