As filed with the Securities and Exchange Commission on June 20, 2000
                              Registration No. 333-
                                    ---------
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

                             EARTHSHELL CORPORATION

             (Exact Name of Registrant as Specified in its Charter)


                 DELAWARE                           77-0322379
     (State or Other Jurisdiction of             (I.R.S. Employer
      Incorporation or Organization)           Identification No.)

                          9020 Junction Drive, Suite D

                       Annapolis Junction, Maryland 20701

                                 (301) 957-1300

   (Address, Including Zip Code, of Registrant's Principal Executive Offices)

             EARTHSHELL CONTAINER CORPORATION 1994 STOCK OPTION PLAN

                EARTHSHELL CORPORATION 1995 STOCK INCENTIVE PLAN

                            (Full Title of the Plans)

                                 SIMON K. HODSON
                             Chief Executive Officer

                             EarthShell Corporation

                          9020 Junction Drive, Suite D

                       Annapolis Junction, Maryland 20701

                                 (301) 957-1300

(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

                                 WITH A COPY TO:

                           ROBERT K. MONTGOMERY, ESQ.
                           Gibson, Dunn & Crutcher LLP

                             2029 Century Park East

                          Los Angeles, California 90067

                                 (310) 552-8500

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                               <C>                   <C>                        <C>                        <C>
================================= ===================== ========================== ========================== ======================
                                                            Proposed Maximum           Proposed Maximum             Amount of
       Title of Securities             Amount to           Offering Price per             Aggregate                Registration
         to be Registered            be Registered               Share                  Offering Price                 Fee
--------------------------------- --------------------- -------------------------- -------------------------- ----------------------

           Common Stock           10,000,000 shares(1)         $21.00(2)                $45,705,172(2)             $12,067(2)
================================= ===================== ========================== ========================== ======================
</TABLE>

(1)    Pursuant to Rule 416, we are also registering an indeterminate  number of
       additional  shares of common  stock that may become  available  under the
       1994 Stock  Option  Plan and the 1995 Stock  Incentive  Plan  through the
       operation of anti-dilution provisions in the plan documents.

(2)    We have estimated the price per share and aggregate offering price solely
       for the purpose of  calculating  the  registration  fee  pursuant to Rule
       457(h) and Rule 457(c) of the Securities Act of 1933 as follows: $567,000
       with respect to 150,000  shares of common stock that are currently  under
       option, based on the price of $3.78 per share at which the options may be
       exercised; $1,536,289 with respect to 402,170 shares of common stock that
       are  currently  under  option,  based on the  price of $3.82 per share at
       which the  options  may be  exercised;  $200,000  with  respect to 50,000
       shares of common  stock that are  currently  under  option,  based on the
       price  of  $4.00  per  share  at  which  the  options  may be  exercised;
       $5,175,000  with  respect to  1,035,000  shares of common  stock that are
       currently  under  option,  based on the price of $5.00 per share at which
       the options may be exercised;  $2,388,877  with respect to 313,090 shares
       of common stock that are currently  under  option,  based on the price of
       $7.63 per share at which the options may be  exercised;  $1,603,500  with
       respect  to  150,000  shares of common  stock  that are  currently  under
       option,  based on the price of $10.69 per share at which the  options may
       be  exercised;  $1,354,016  with respect to 89,080 shares of common stock
       that are currently  under option,  based on the price of $15.20 per share
       at which the options may be  exercised;  $528,192  with respect to 31,440
       shares of common  stock that are  currently  under  option,  based on the
       price of  $16.80  per  share  at  which  the  options  may be  exercised;
       $5,019,000  with  respect  to  239,000  shares of common  stock  that are
       currently  under option,  based on the price of $21.00 per share at which
       the options may be exercised;  and $27,333,298  with respect to 7,540,220
       shares of common stock, based on a price of $3.625 per share, the average
       of the high and low  trading  prices of the  common  stock of  EarthShell
       Corporation on the Nasdaq National Market on June 15, 2000.

                                EXPLANATORY NOTE

         We  are  filing  this  registration  statement  in  order  to  register
10,000,000 shares of our common stock, par value $0.01 per share,  which we have
reserved  for  issuance  under our 1994 Stock  Option Plan (the "1994 Plan") and
1995 Stock  Incentive Plan, as amended (the "1995 Plan;"  collectively  with the
1994 Plan, the "Plans").  Our 1995 Plan effectively supersedes our 1994 Plan for
options  issued on or after the date we adopted our 1995 Plan.  Therefore,  this
registration  statement  also  registers  those  666,790  shares of common stock
subject to options granted under the 1994 Plan and which are now included in the
10,000,000  shares of common stock reserved for issuance under our 1995 Plan. We
are also  registering  the  additional  shares of common  stock  that may become
available  for purchase in  accordance  with the  provisions of the Plans in the
event of changes in the outstanding shares of our common stock, including, among
other   things,   stock   dividends,   stock   splits,   reverse  stock  splits,
reorganizations and recapitalizations.

         The  material,   which  immediately  follows,   constitutes  a  reoffer
prospectus,  prepared in accordance with the requirements of Part I of Form S-3,
in accordance with General  Instruction C to Form S-8. The reoffer prospectus is
to be used in connection with resales of securities  acquired under the Plans by
persons who may be considered our "affiliates," as defined in Rule 405 under the
Securities  Act of  1933,  as  amended.  All  references  in  this  registration
statement to  "EarthShell,"  "we," "our,"  "ours," and "us" refer to  EarthShell
Corporation.

REOFFER PROSPECTUS

                             EARTHSHELL CORPORATION

                                  COMMON STOCK

                                10,000,000 SHARES

         This reoffer  prospectus  relates to 10,000,000  shares of common stock
("common  stock" or the  "securities"),  of EarthShell  Corporation,  a Delaware
corporation,  which we have  reserved for  issuance  under our 1994 Stock Option
Plan (the "1994 Plan") and our 1995 Stock  Incentive Plan, as amended (the "1995
Plan;" collectively with the 1994 Plan, the "Plans").  Our 1995 Plan effectively
supersedes  our 1994 Plan for options issued on or after the date we adopted our
1995 Plan.  These  shares of common stock may be offered for resale from time to
time by those of our  current  and former  directors,  officers,  employees  and
consultants who we collectively  refer to in this reoffer prospectus as "Selling
Stockholders"  and who we have  listed  by name in the  attached  Annex  1.  All
references in this reoffer prospectus to "EarthShell,"  "we," "our," "ours," and
"us" refer to EarthShell Corporation.

         We will not receive any of the proceeds from the sale of the securities
covered by this reoffer  prospectus.  We will pay all of the expenses associated
with this reoffer prospectus.  The Selling Stockholders will pay all selling and
other  expenses,  if any,  associated  with any sale of the  securities  offered
pursuant to this reoffer prospectus.

         PLEASE CONSIDER  CAREFULLY  "RISK FACTORS"  BEGINNING ON PAGE 1 OF THIS
REOFFER PROSPECTUS.

         Our common  stock is traded on the  Nasdaq  National  Market  under the
symbol "ERTH."

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY  OF THIS  REOFFER  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.

                             EarthShell Corporation
                          9020 Junction Drive, Suite D
                          Annapolis Junction, MD 20701
                                 (301) 957-1300

                     The date of this reoffer prospectus is
                                June 20, 2000.


                                TABLE OF CONTENTS

                                                                            Page

RISK FACTORS...................................................................1
THE COMPANY....................................................................9
USE OF PROCEEDS................................................................9
SELLING STOCKHOLDERS...........................................................9
PLAN OF DISTRIBUTION..........................................................10
WHERE YOU CAN FIND MORE INFORMATION ABOUT EARTHSHELL..........................10
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.............................11
ANNEX 1......................................................................A-1







                                  RISK FACTORS

                  BEFORE YOU INVEST IN OUR COMMON STOCK,  YOU SHOULD BE AWARE OF
VARIOUS RISKS  ASSOCIATED  WITH SUCH AN INVESTMENT,  INCLUDING  THOSE  DESCRIBED
BELOW. YOU SHOULD CONSIDER CAREFULLY THESE RISK FACTORS TOGETHER WITH ALL OF THE
OTHER INFORMATION INCLUDED IN THIS PROSPECTUS AND IN THE DOCUMENTS  INCORPORATED
BY REFERENCE BEFORE YOU DECIDE TO PURCHASE OUR COMMON STOCK.

EARTHSHELL(R)IS A REGISTERED TRADEMARK OF EARTHSHELL CORPORATION.  ALIITE(R)IS A
REGISTERED TRADEMARK OF E. KHASHOGGI INDUSTRIES,  LLC. BIG MAC(R)IS A REGISTERED
TRADEMARK OF THE MCDONALD'S CORPORATION.

BECAUSE WE ARE A  DEVELOPMENT  STAGE  COMPANY  SUBJECT TO THE INHERENT  RISKS OF
ESTABLISHING  A NEW  BUSINESS,  WE CANNOT  ASSURE YOU THAT OUR  OPERATIONS  WILL
ULTIMATELY BE SUCCESSFUL AND GENERATE A PROFIT IN THE FUTURE.

                  To date, we have  primarily  focused on  developing  products.
Because we are a development stage company with no commercial operating history,
we are subject to the inherent risks of establishing a new business  enterprise.
Although we have built our first plant to produce Big Mac(R) sandwich containers
for  sale to  Perseco,  the  primary  packaging  purchaser  for  the  McDonald's
Corporation,  under a supply  agreement  between our  licensee,  Sweetheart  Cup
Company,  Inc.  ("Sweetheart"),  and Perseco, it has not yet achieved full-scale
commercial  operations.  In  addition,  although  we have  developed a number of
prototype  products,   including  bowls,   plates,  cups  and  other  hinged-lid
containers  in  addition  to the Big Mac(R)  container,  these  products  remain
subject to further development and customer-specific  modification.  Among other
things, we must:

o        fully develop these prototype and additional products;

o        develop commercially viable manufacturing processes and capacity;

o        attract, retain and motivate qualified personnel;

o        achieve market acceptance of our products;

o        respond to competitive developments; and

o        develop systems to manage our growth effectively.

                  At this stage in our development, we cannot assure you that we
will achieve these goals and that our operations will be successful and generate
a profit  in the  future.  As of March 31,  2000,  we had not yet  reported  any
operating revenues.

WE  EXPECT TO  CONTINUE  TO  EXPERIENCE  OPERATING  LOSSES  UNTIL WE ARE ABLE TO
COMMERCIALLY PRODUCE AND SELL OUR PRODUCTS IN QUANTITIES NECESSARY TO GENERATE A
PROFIT.

                  Sweetheart  has entered into a supply  agreement with Perseco.
We are currently in the midst of a product  validation process with Perseco with
respect  to the  EarthShell  Big  Mac(R)  sandwich  container  made  of the  new
composite material ("EarthShell  Products") which is typical for all new product
introductions  into the  McDonald's  system.  We  expect  to  continue  to incur
substantial  operating losses until this product  validation process is complete
and until we can  commercially  produce our products in quantities  necessary to
generate  a  profit  and  our  products  achieve  broad  market  acceptance  and
penetration.  We experienced  aggregate net losses of approximately $145 million
from our inception on November 1, 1992 through December 31, 1999. The success of
our future operations  depends upon our ability and the ability of our licensees
and  joint  venture  partners  to  commercialize  various  types  of  EarthShell
Products.  Due to the  uncertainties  inherent  in product  development,  market
acceptance of newly-developed products and our need to rely on our licensees and
joint venture partners to manufacture,  distribute and sell EarthShell Products,
we are unable to predict when our products will be introduced nationally or when
we will receive significant  revenues from any EarthShell Product other than the
EarthShell Big Mac(R) sandwich  container,  which we currently expect to be able
to distribute nationally during the year 2000.

WE MAY NEED TO OBTAIN ADDITIONAL FINANCING IN ORDER TO FUND OUR OPERATIONS UNTIL
EARTHSHELL  PRODUCTS  ACHIEVE  COMMERCIAL  VIABILITY  AND  GENERATE  SIGNIFICANT
REVENUES, WHICH COULD POTENTIALLY BE DILUTIVE TO EXISTING STOCKHOLDERS.

                  Although we believe the proceeds we anticipate  receiving from
the offering of our common stock pursuant to our Registration  Statement on Form
S-3 (File No.  333-33752) will provide  EarthShell with the capital it needs for
the foreseeable  future, we may need to seek additional third party financing in
the  future to meet our  operating  and  working  capital  needs and to fund the
further expansion of our business.  We may not be able to obtain that capital or
that  capital may not be available on terms  satisfactory  to us. If  additional
funds  are  raised   through  the  issuance  of  stock,   dilution  to  existing
stockholders  may result.  If additional funds are raised through the incurrence
of debt,  these debt  instruments  will likely  contain  restrictive  financial,
maintenance and security covenants,  which could restrict our ability to conduct
our business as we would prefer in the absence of those covenants.

WE MAY  CONTINUE TO INCUR  FINANCIAL  LOSSES AS A RESULT OF FUNDING  OBLIGATIONS
UNDER OUR AGREEMENTS WITH SOME OF OUR LICENSEES AND JOINT VENTURE PARTNERS,  ONE
OF WHICH  REQUIRES  US TO FUND  NEGATIVE  CASH  FLOWS  UNTIL  OUR  MANUFACTURING
FACILITIES MEET EFFICIENCY CRITERIA SET FORTH IN THAT AGREEMENT.

                  We have refined our business  strategy and are currently using
a joint  venture  structure in which our joint venture  partners will  generally
share equally in the cost of  manufacturing  facilities  and will assume equally
the  risks of any  failure  of the  manufacturing  facilities  to meet  targeted
efficiencies.  The joint venture  agreements we entered into with  Finland-based
Huhtamaki  Van Leer Oyj and with Prairie  Packaging,  Inc.  contain this type of
risk-sharing arrangement.  By contrast, our earlier agreement with Sweetheart is
structured  so  that  we  license  or  contribute   manufacturing  equipment  to
Sweetheart and guarantee the  performance of the equipment.  This was done in an
effort to induce Sweetheart to begin to produce EarthShell Products during their
initial commercial introduction. In addition, under our operating agreement with
Sweetheart, we are obligated to fund negative operating cash flow until the date
upon which the  turnkey  manufacturing  lines  first meet  specified  efficiency
criteria.  We are  also  obligated  to fund  additional  costs  incurred  if the
equipment  does not continue to satisfy  these  criteria  for a two-year  period
following  that  date.  Our  obligations  to  guarantee   performance  of  these
manufacturing  lines  and to fund  negative  operating  cash  flows  under  this
agreement, and the possibility that we might ultimately fail to receive a return
on our investment in the equipment, may cause us to continue to incur losses for
a period of time and significantly impair our profitability.

THOUGH WE ARE  PRODUCING  A  LIMITED  AMOUNT OF OUR  PRODUCTS  ON AN  INTEGRATED
PRODUCTION  LINE ON A  COMMERCIAL  SCALE,  WE ARE NOT YET SURE  THAT THEY CAN BE
PRODUCED AT A COMPETITIVE  COST. OUR FAILURE TO DO SO WOULD ADVERSELY AFFECT OUR
ABILITY TO COMPETE WITH CONVENTIONAL DISPOSABLE FOODSERVICE PACKAGERS.

                  Our success  depends,  in substantial  part, on our ability to
produce EarthShell Products at a competitive cost. While we have been successful
at producing the EarthShell Big Mac(R)  sandwich  container on commercial  scale
equipment,  production  volumes to date have been low  relative to our  purchase
order  commitment.  Until  production  volumes  approach design capacity levels,
actual  costs and  profitability  will not be  certain.  Further,  all our other
products are  currently  in various  stages of  development  and we have not yet
produced them on a fully integrated production line or on a commercial scale. We
have  not,  therefore,  proven  the  actual  cost  of  manufacturing  EarthShell
Products, and we cannot assure you that we will be able to manufacture them at a
competitive cost. As licensees and joint ventures begin to commercially  produce
EarthShell  Products,  they  may  encounter  difficulties  that  cause  costs of
production to exceed what we currently  anticipate.  Our failure to  manufacture
EarthShell Products at commercially competitive costs would make it difficult to
compete with other foodservice disposables manufacturers.

BECAUSE WE ARE NOT YET PRODUCING OUR PRODUCTS ON A COMMERCIAL  SCALE,  WE DO NOT
KNOW WHETHER WE WILL BE ABLE TO CONSTRUCT SUFFICIENT MANUFACTURING CAPACITY THAT
WILL PERMIT A TIMELY ROLL-OUT AND MARKET ACCEPTANCE OF OUR PRODUCTS.

                  Because of our inexperience in manufacturing, we cannot assure
you that we will be  successful in producing  quantities of EarthShell  Products
sufficient  to  permit a timely  commercial  roll-out  of  EarthShell  Products.
Moreover,  it may require  greater time and effort than we anticipate to achieve
the production volumes and efficiencies  required.  We cannot assure you that we
will be successful  in building  sufficient  manufacturing  capacity on a timely
basis or that we will  have  adequate  manufacturing  equipment  available  when
necessary to permit a timely  roll-out of  EarthShell  Products.  Our failure to
produce  sufficient  quantities  of  EarthShell  Products or construct  adequate
manufacturing  equipment that is properly  working in an integrated  manner when
necessary to permit a timely  roll-out of EarthShell  Products  could  adversely
affect market acceptance of EarthShell Products.

CONSUMERS  MAY  NOT  PERCEIVE  EARTHSHELL  PRODUCTS  AS  BEING  BETTER  FOR  THE
ENVIRONMENT THAN CONVENTIONAL  DISPOSABLE  FOODSERVICE  CONTAINERS,  WHICH WOULD
ADVERSELY AFFECT MARKET ACCEPTANCE OF OUR PRODUCTS.

                  Our success  depends  substantially  on our ability to design,
develop and manufacture  foodservice  disposables that are not as harmful to the
environment as conventional  disposable  foodservice containers made from paper,
plastic and polystyrene.  EarthShell has used a life cycle inventory methodology
in its environmental assessment of EarthShell Products and in the development of
associated  environmental claims and we have received support for the EarthShell
concept  from a  number  of  environmental  groups.  Although  we  believe  that
EarthShell Products offer a number of environmental advantages over conventional
packaging products, our products may also possess characteristics that consumers
or some environmental groups could perceive as negative for the environment.  In
particular, EarthShell Products may result in more solid waste by weight and, in
a dry  environment,  by volume,  and  manufacturing  and  distributing  them may
release  greater  amounts  of some  pollutants,  and  lesser  amounts  of  other
pollutants,  than  occurs  with  conventional  packaging.  Whether,  on balance,
EarthShell  Products are better for the environment than conventional  packaging
products is a somewhat subjective judgment and we believe that we have addressed
the major  concerns of  environmental  groups with respect to the EarthShell Big
Mac(R) sandwich container and have goals in place to:

o        reduce the weight of the container;

o        use reclaimed starch from sources not currently being reclaimed for
         commercial uses;  and

o        continue  our  efforts to reduce  the  environmental  impact of the
         EarthShell Big Mac(R) sandwich container.

                  Additionally, we prefer to use, whenever possible, recycled or
reclaimed  raw  materials  that  meet our  processing  and  product  performance
criteria.  For example, we are currently seeking commercial sources of recycled,
FDA-compliant, post consumer waste ("PCW") fiber. Should FDA-compliant PCW fiber
not be available, we will use the next most suitable, environmental fiber source
and adjust any relevant  environmental claims accordingly.  We cannot assure you
that environmental  groups,  regulators,  customers or consumers will agree that
EarthShell Products have an environmental advantage over conventional packaging.
Nor can we assure you that all  future  EarthShell  Products,  some of which may
require unique material formulations and coatings, will have, or that the market
will recognize them as having,  a reduced  environmental  impact.  If EarthShell
Products  do not have,  or are not  recognized  by others as  having,  a reduced
environmental  impact,  this could adversely  affect market  acceptance of these
products.

WE  HAVE  NOT YET  FULLY  EVALUATED  ALL OF THE  EARTHSHELL  PRODUCTS  AND IT IS
POSSIBLE  THAT SOME OF THE  PRODUCTS  MAY NOT  PERFORM  AS WELL AS  CONVENTIONAL
PACKAGING  PRODUCTS,  WHICH WOULD  ADVERSELY  AFFECT MARKET  ACCEPTANCE OF THESE
PRODUCTS.

                  Although we believe that we can engineer  EarthShell  Products
to meet many of the critical performance requirements for specific applications,
individual  products  may  not  perform  as  well  as  conventional  foodservice
disposables; for example, some consumers may prefer clear cups and clear lids on
take-home containers,  which are not available with our foam technology.  We are
still  developing many of our EarthShell  Products and we have not yet evaluated
the performance of all of them. If we fail to develop  EarthShell  Products that
perform comparably with conventional foodservice  disposables,  this could cause
consumers to prefer our competitors' products.

WE ARE  EXPOSED TO RISKS OF DELAY THAT COULD  DELAY THE  INTRODUCTION  OR MARKET
ACCEPTANCE OF ONE OR MORE OF OUR PRODUCTS AND OBLIGATE US FINANCIALLY  UNDER ONE
OF OUR OPERATING AGREEMENTS.

                  There are substantial risks of delay, some of which are beyond
our  control,   associated   with:

o        developing   our  products  and  related manufacturing processes;

o        market acceptance of and demand for our products; and

o        developing sufficient production capacity to produce our products.

                  For example,  we have  experienced  significant  delays in the
initial  commercial  production of the EarthShell Big Mac(R) sandwich  container
for McDonald's.  These delays resulted from, among other things, difficulties in
integrating  manufacturing  equipment  and  persistent,  but  typical,  problems
debugging  our  manufacturing  lines  at  Sweetheart's  Owings  Mills,  Maryland
facility.  The manufacturing process includes various stages of operation,  such
as mixing, forming,  trimming,  sanding,  coating, printing and stacking, all of
which are integrated and computer  controlled along an assembly line. We believe
we will be  successful  in the  debugging  process  going  forward as we ramp up
production lines to produce at higher levels, but we cannot assure you that this
process will not result in further delays.

                  Future delays will obligate us financially under our operating
agreement  with  Sweetheart.  In addition,  we cannot  assure you that we or our
licensees  or joint  venture  partners  will  not  experience  similar  or other
problems in start-up or ongoing operations. Delays in the introduction or market
acceptance of one or more EarthShell Products would delay our ability to realize
any revenues from sales of those products.

IF MCDONALD'S OR ANY OTHER OF OUR ANTICIPATED INITIAL PURCHASERS OF OUR PRODUCTS
DO NOT  PURCHASE  SIGNIFICANT  QUANTITIES  OF OUR  PRODUCTS,  IT COULD DELAY THE
INTRODUCTION AND MARKET ACCEPTANCE OF OUR PRODUCTS.

                  We intend McDonald's to be the first  foodservice  operator to
use  EarthShell  Products.  If  McDonald's  or  any  other  anticipated  initial
purchasers of our products do not ultimately purchase significant  quantities of
our products,  it could delay the introduction  and market  acceptance of one or
more of our products and delay our ability to realize any revenues from sales of
those  products.   Our  ongoing  product  validation  process  with  respect  to
EarthShell  Products being developed for use in McDonald's  restaurants does not
represent  a  binding  development  obligation  on the part of  McDonald's,  and
McDonald's  is  therefore  under no  obligation  to  initiate  or  continue  any
development relationship with us.

AN UNEXPECTED  UNAVAILABILITY OF RAW MATERIALS USED TO MANUFACTURE OUR PRODUCTS,
INCREASES  IN THE  PRICE  OF THE RAW  MATERIALS,  OR THE  NECESSITY  OF  FINDING
ALTERNATIVE  RAW MATERIALS TO USE IN OUR PRODUCTS  COULD DELAY THE  INTRODUCTION
AND MARKET ACCEPTANCE OF OUR PRODUCTS.

                  Although  we believe  that  sufficient  quantities  of all raw
materials  used in  EarthShell  Products  are  generally  available,  if any raw
materials  become  unavailable  it could delay the commercial  introduction  and
hinder  market  acceptance  of  EarthShell  Products.  In  addition,  we and our
licensees may become significant consumers of certain key raw materials, such as
starch,  and if such  consumption  is  substantial  in relation to the available
resources,  raw material prices may increase which in turn may increase the cost
of EarthShell Products and impair our profitability. In addition, we may need to
seek alternative sources of raw materials or modify our product  formulations if
the cost or  availability  of the raw  materials  that we  currently  use become
prohibitive.

WE CANNOT ASSURE YOU THAT OUR  LICENSEES AND JOINT VENTURE  PARTNERS WILL DEVOTE
SUFFICIENT RESOURCES TO OUR PRODUCTS OR SUCCESSFULLY MANUFACTURE,  DISTRIBUTE OR
MARKET OUR PRODUCTS  BECAUSE MANY OF THEM HAVE  PRODUCTS  THAT WILL COMPETE WITH
OUR PRODUCTS AND OUR LICENSEE MANUFACTURERS ARE NOT OBLIGATED TO ACHIEVE MINIMUM
SALES QUOTAS.

                  We  have  no   experience   in   commercially   manufacturing,
distributing  and  marketing  foodservice  disposables.  We will  depend  on our
licensees and joint venture  partners to manufacture  and distribute  EarthShell
Products.  We  have  entered  into  agreements  with  Sweetheart,  Finland-based
Huhtamaki Van Leer Oyj and Prairie Packaging,  Inc., but these agreements permit
those licensees to manufacture and sell other foodservice  disposable  packaging
products that are not based on the EarthShell material.  We intend to enter into
additional  license  agreements and joint venture  relationships  in the future.
Although  we  have  produced  EarthShell  Products  at a  low  volume  level  at
Sweetheart's  facilities,  none of our other licensees has commercially produced
or  distributed  any EarthShell  Products.  Our licensee  manufacturers  are not
obligated to achieve  minimum  sales  quotas.  Our  licensees  and joint venture
partners also  manufacture  paper or polystyrene  packaging,  which will compete
with  EarthShell  Products.  We cannot  assure you that our  licensees and joint
venture  partners  will  devote  sufficient   resources  or  otherwise  be  able
successfully to manufacture,  distribute or market  EarthShell  Products.  Their
failure to do so would inhibit our ability to  distribute  our products into the
marketplace.

OUR  DEPENDENCE  ON E.  KHASHOGGI  INDUSTRIES,  LLC ("EKI")  FOR THE  TECHNOLOGY
NECESSARY TO MANUFACTURE EARTHSHELL PRODUCTS AND FOR CERTAIN TECHNICAL PERSONNEL
MEANS THAT A DISRUPTION IN THE OPERATIONS OR FINANCIAL  CONDITION OF EKI EXPOSES
US TO RISKS THAT EKI MAY NOT BE ABLE TO PERFORM SERVICES THAT WE REQUIRE.

                  We  do  not  own  the  technology   necessary  to  manufacture
EarthShell  Products and we are  dependent  upon our  world-wide,  royalty-free,
exclusive license pursuant to an Amended and Restated License Agreement with EKI
(the "License Agreement") to use that technology. We can only use the technology
to develop,  manufacture and sell specified  foodservice  disposables for use in
the foodservice industry and we have no right to exploit  opportunities to apply
this  technology  or improve it  outside  this field of use.  EKI may cancel the
license  if we are in  breach of any  material  obligations  under  the  License
Agreement and do not cure the breach within a specified  period.  If EKI were to
file for or be declared  bankrupt,  we would likely be able to retain our rights
under the  License  Agreement  with  respect  to U.S.  patents.  However,  it is
possible  that EKI could take steps to  terminate  our rights  under the License
Agreement with respect to international patents.

                  We share one key executive with EKI (Simon  Hodson).  EKI also
provides  significant  scientific  and  technical  services to us pursuant to an
Amended and Restated  Technical  Services and Sublease Agreement (the "Technical
Services  Agreement"),  which runs through  December  31,  2002,  to support the
continued design and development of EarthShell  Products.  We also depend on EKI
to further develop and refine the basic technology used in EarthShell  Products,
although EKI is not obligated to complete any further  development or refinement
under the terms of the License  Agreement.  If anything disrupted the operations
or  financial  condition  of EKI, it would  expose us to the risk that EKI might
fail to perform services that we require.

BECAUSE ONE MAJORITY SHAREHOLDER CONTROLS BOTH EKI AND EARTHSHELL, CONFLICTS MAY
ARISE  BETWEEN THE  COMPANIES  WITH  RESPECT TO CORPORATE  OPPORTUNITIES  AND WE
CANNOT ASSURE YOU THAT THESE  CONFLICTS WILL ALWAYS BE RESOLVED IN  EARTHSHELL'S
FAVOR.

                  Mr. Essam  Khashoggi is the indirect  majority equity owner of
and therefore  controls both EarthShell and EKI, which means that Mr.  Khashoggi
owns a majority interest in both EarthShell and EKI through other entities which
he controls.  Mr. Khashoggi is the beneficial owner of approximately  70% of the
outstanding  shares of EarthShell's  common stock directly or indirectly through
various entities that he controls,  including EKI. As a result, Mr. Khashoggi is
able to:

o        elect all of the directors of EarthShell;

o        control the direction and policies of EarthShell;

o        determine the outcome of corporate transactions requiring the
         approval of EarthShell's stockholders, including mergers,
         consolidations and the sale of all or substantially all of
         the assets of EarthShell; and

o        prevent or cause a change in control of EarthShell.

                  Mr.  Khashoggi also has the power to control our  relationship
with EKI,  which he also  controls,  and upon which we depend  for,  among other
things, research and development. We cannot assure you that we will always agree
with Mr. Khashoggi's decisions regarding our business.

                  Conflicts may arise between EKI and  EarthShell,  particularly
with respect to corporate opportunities, including:

o        developing new markets and uses for products based on the EarthShell
         Products;

o        allocating  research and development  resources;

o        the time that the common directors and officers devote to  EarthShell
         and  EKI;  and

o        how  each of EKI and  EarthShell  performs  its obligations under the
         License  Agreement,  the Technical  Services Agreement and the Amended
         and  Restated  Agreement  for the  Allocation  of Patent  Costs
         (the "Patent Allocation Agreement").

                  Under the Patent Allocation Agreement, we are obligated to pay
or reimburse EKI for all costs and expenses associated with filing, prosecuting,
acquiring and maintaining some patents or patent applications.  EKI will control
the costs and  expenses  incurred in  connection  with these  patents and patent
applications.  Any patents  granted  will be the  property  of EKI,  and EKI may
obtain a benefit  from those  patents  other than under the  License  Agreement,
including using and/or licensing the patents and related  technology in a manner
or for uses  unrelated  to the license  which EKI granted to  EarthShell  in the
foodservice  disposables  field of use.  We  cannot  assure  that  conflicts  of
interest  that arise  between  EKI and  EarthShell  will  always be  resolved in
EarthShell's favor.

DESPITE OUR ATTEMPTS TO PROTECT OUR  PATENTED  TECHNOLOGY,  IT IS POSSIBLE  THAT
THIRD PARTIES WILL INFRINGE OUR PATENTS,  THAT NEW PRODUCTS THAT WE DEVELOP WILL
NOT BE  COVERED  BY OUR  EXISTING  PATENTS  OR THAT WE COULD  SUFFER AN  ADVERSE
DETERMINATION IN A PATENT  INFRINGEMENT  PROCEEDING,  ANY AND ALL OF WHICH COULD
ALLOW OUR COMPETITORS TO DUPLICATE OUR PRODUCTS  WITHOUT HAVING HAD TO INCUR THE
RESEARCH AND  DEVELOPMENT  COSTS WE HAVE  INCURRED AND  THEREFORE  ALLOW THEM TO
PRODUCE AND MARKET THOSE PRODUCTS MORE PROFITABLY THAN EARTHSHELL.

                  Our ability to compete effectively with conventional packaging
will depend,  in part, on our ability to protect our  proprietary  rights to the
licensed  technology.  Although  EKI and  EarthShell  endeavor  to  protect  the
licensed technology through,  among other things, U.S. and foreign patents,  the
duration of these  patents is limited and we cannot  assure you that the patents
and patent applications licensed to us are sufficient to protect our technology.
We also cannot  assure you that any patent  that EKI obtains and  licenses to us
will be held  valid,  or that  others  will not  circumvent  or  infringe  those
patents.  We also rely on trade secrets and proprietary  know-how that we try to
protect in part by confidentiality  agreements with our licensee  manufacturers,
proposed joint venture  partners,  employees and  consultants.  These agreements
have limited  terms and we cannot assure you that these  agreements  will not be
breached,  that we will  have  adequate  remedies  for any  breach  or that  our
competitors will not learn our trade secrets or independently develop them.

                  It is  necessary  for us to  litigate  from  time  to  time to
enforce  patents  issued or  licensed  to us, to  protect  our trade  secrets or
know-how  and  to  determine  the  enforceability,  scope  and  validity  of the
proprietary  rights of  others.  As an example  of this type of  litigation,  on
August  2,  1999,  Novamont  S.p.A.,  an  Italian  company  specializing  in the
manufacture of a biodegradable plastic resin and products,  filed a complaint in
the United States District Court for the Northern  District of Illinois alleging
infringement of three patents. We have analyzed all three patents and believe we
have strong meritorious defenses and have been vigorously defending the lawsuit.
Although we know of no other alleged or actual infringement by EarthShell or EKI
of third party  patents,  it is always  possible that a third party could assert
infringement.  Patent  and  patent  applications  on  formulations  of  the  new
composite  material are based in part on specific  proportional  mixtures of the
components of the material.  We continue to test and modify the  components  and
their proportional mixtures to balance  environmental,  economic and performance
concerns.  We cannot assure you that the mixture that we ultimately determine to
be optimal will be protected under our patents or that it will not be subject to
a patent held by others.  If our patents do not protect the optimal mixture,  or
if the  mixture is subject to a patent held by a third party and the third party
asserts  patent  infringement,  this would  restrict  our ability to produce and
market our products.

                  We  believe  that we own or have the  rights to use all of the
technology  that we expect  to  incorporate  into  EarthShell  Products,  but an
adverse determination in litigation or infringement  proceedings to which we are
or may become a party could subject us to significant  liabilities  and costs to
third parties or require us to seek licenses from third parties. Although patent
and  intellectual  property  disputes  are often  settled  through  licensing or
similar  arrangements,   costs  associated  with  those  arrangements  could  be
substantial and could include ongoing royalties.  Furthermore,  we cannot assure
you that we could obtain the necessary licenses on satisfactory terms or at all.
We could incur  substantial  costs  attempting  to enforce our licensed  patents
against third party  infringement,  or the unauthorized use of our trade secrets
and  proprietary   know-how  or  in  defending   ourselves   against  claims  of
infringement by others.  Accordingly, if we suffered an adverse determination in
a judicial or administrative  proceeding or failed to obtain necessary licenses,
it would prevent us from  manufacturing  or licensing others to manufacture some
of our products.

ESTABLISHED  COMPETITORS IN THE FOODSERVICE  DISPOSABLES  INDUSTRY COULD IMPROVE
THE ABILITY TO RECYCLE THEIR  EXISTING  PRODUCTS OR DEVELOP NEW  ENVIRONMENTALLY
PREFERABLE,  DISPOSABLE FOODSERVICE CONTAINERS WHICH COULD RENDER OUR TECHNOLOGY
OBSOLETE AND COULD NEGATIVELY IMPACT OUR ABILITY TO COMPETE.

                  Competition   among  existing  food  and  beverage   container
manufacturers in the foodservice  industry is intense.  At present,  most of our
competitors  have  substantially  greater  financial and marketing  resources at
their disposal than we do, and many have well-established supply, production and
distribution relationships and channels.  Companies producing products utilizing
competitive  materials such as paper,  plastic or  polystyrene  may reduce their
prices or engage in advertising or marketing campaigns designed to protect their
respective  market shares and impede market  acceptance of EarthShell  Products.
Recently, a number of paper and plastic disposable  packaging  manufacturers and
converters  have  tried  to  increase  recycling  of their  products.  Increased
recycling  of  paper  and  plastic   products   could   reduce  their   negative
environmental  impact,  which is one  significant  basis upon which we intend to
compete.  A number of companies have  introduced  starch-based  materials or are
attempting  to  develop  plastics  that they claim are  biodegradable  and other
specialty polymers as potential environmentally superior packaging alternatives.
We  expect  that  many  existing  packaging   manufacturers  may  actively  seek
competitive  alternatives  to our products and  processes.  The  development  of
competitive,  environmentally  preferable,  disposable  foodservice  containers,
whether or not based on our products and technology, could render our technology
obsolete and could impair our ability to compete.

OUR LOSS OF KEY TECHNICAL AND MANAGEMENT PERSONNEL COULD BE HIGHLY DISRUPTIVE TO
OUR BUSINESS OPERATIONS.

                  At present we depend upon obtaining and retaining the services
of qualified scientific and technical  personnel,  many of whom are employees of
EKI  and  whose  services  are  provided  pursuant  to  the  Technical  Services
Agreement.  We are highly dependent on our Vice Chairman of the Board, President
and  Chief  Executive  Officer,  Simon K.  Hodson,  who has been  involved  with
EarthShell since its inception. We do not hold "key man" insurance on any of our
personnel.  If we lost the  services  of any of our key  employees,  it could be
highly disruptive to our business operations.

IF THE U.S.  FOOD AND DRUG  ADMINISTRATION  (THE  "FDA")  WERE TO FIND  THAT OUR
PRODUCTS DID NOT COMPLY WITH FDA  REGULATIONS,  THEY COULD ASK US TO VOLUNTARILY
WITHDRAW OUR PRODUCTS FROM THE  MARKETPLACE OR SEEK LEGAL REMEDIES AND SANCTIONS
TO FORCE US TO WITHDRAW  OUR  PRODUCTS,  EITHER OF WHICH  WOULD  PREVENT US FROM
REALIZING FUTURE REVENUES FROM THOSE PRODUCTS.

                  The FDA regulates the manufacture,  sale and use of EarthShell
Products.  The FDA's  regulations  are concerned  with  substances  used in food
packaging materials,  not with specific finished food packaging products.  Thus,
food or beverage  containers  will comply with FDA regulations if the components
used in the food and beverage containers:

o        are approved by the FDA as indirect food additives for their intended
         uses and comply with the applicable FDA indirect food additive
         regulations; or

o        are generally recognized as safe for their intended uses and are of
         suitable purity for those intended uses.

                  Each of the components of the  EarthShell Big Mac(R)  sandwich
container and all other current prototype products is either approved by the FDA
as an  indirect  food  additive  for its  intended  use,  codified  in the FDA's
regulations as generally  recognized as safe for its intended use, or a commonly
recognized  food  ingredient  that we and our  consultants  regard as  generally
recognized  as safe for its  intended  use.  However,  we have not asked the FDA
whether  it concurs  with our  determination.  We intend to ensure  that the raw
materials used in the EarthShell Big Mac(R)  sandwich  container are of suitable
purity for their intended uses by specifying standards to be met by suppliers of
raw materials and by material and product testing. The FDA does not require that
manufacturers  of EarthShell  Products seek FDA concurrence  that components are
generally  recognized as safe for their  intended uses or that the raw materials
are of suitable purity for their intended uses. As a result, we believe that the
EarthShell Big Mac(R) sandwich container and other current prototype  EarthShell
Products  will  comply with all  requirements  of the FDA and do not require FDA
approval.  We cannot  assure you,  however,  that the FDA would agree with these
conclusions.

                  If the FDA  were to  disagree  with  our  determinations  with
respect to the EarthShell  sandwich container or future products,  the FDA could
ask us to  voluntarily  withdraw the products from the  marketplace.  They could
also begin legal  action to remove the  products  from the  marketplace  and, if
appropriate,  pursue additional  sanctions  against us and our management.  Such
actions by the FDA would prevent us from  realizing  future  revenues from those
products.

FLUCTUATIONS OR DECREASES IN THE TRADING PRICE OF OUR COMMON STOCK MAY ADVERSELY
AFFECT THE  LIQUIDITY  OF THE  STOCK'S  TRADING  MARKET AND OUR ABILITY TO RAISE
CAPITAL THROUGH FUTURE OFFERINGS OF CAPITAL STOCK.

                  The stock market from time to time  experiences  extreme price
and volume fluctuations,  which are often unrelated to the operating performance
of particular  companies.  Since our initial public  offering in March 1998, the
market  price of our common stock has been  volatile,  and it may continue to be
volatile in the future.  Factors that may significantly  impact the market price
and marketability of our common stock include, but are not limited to:

o        insufficient cash to finance our business;

o        changes in our technological innovations or new commercial products or
         those of our competitors;

o        unacceptable economics of manufacturing our products;

o        inability to license the technology to third parties;

o        development or disputes concerning proprietary rights;

o        failure to meet analysts' earnings estimates;

o        loss of key management;

o        adverse regulatory actions or decisions;

o        general economic and other external factors; and

o        period-to-period fluctuations in our financial results.

                  Fluctuations  or decreases in the trading  price of our common
stock may adversely  affect the liquidity of the stock's  trading market and our
ability to raise capital through future offerings of capital stock.

OVER 70 MILLION,  OR MORE THAN 70%, OF OUR TOTAL OUTSTANDING  SHARES MAY BE SOLD
INTO THE MARKET IN THE NEAR  FUTURE.  THIS COULD  CAUSE THE MARKET  PRICE OF OUR
COMMON STOCK TO DROP SIGNIFICANTLY, EVEN IF OUR BUSINESS IS DOING WELL.

                  Approximately   70   million   of   EarthShell's   100,045,166
outstanding  shares  of common  stock are  "restricted  securities"  within  the
meaning of Rule 144 ("Rule 144")  promulgated  under the Securities Act of 1933.
This means that they may not be sold without  first being  registered  under the
Securities Act unless an exemption from registration is available, including the
exemptions  contained in Rule 144. These approximately 70 million shares,  which
are held by current  stockholders,  are eligible for sale  pursuant to Rule 144,
subject  to the  volume  and  manner of sale  limitations  under  Rule  144.  In
addition, we granted "demand" and "piggy-back" registration rights to all of our
stockholders  who owned our preferred  stock and common stock before our initial
public  offering,  including  EKI. We cannot  predict the effect,  if any,  that
public sales of these shares or the availability of shares for sale will have on
the market  price of our common  stock from time to time.  Nevertheless,  if our
stockholders,  and  particularly  our directors and officers,  sell  substantial
amounts of our common  stock in the public  market,  or if the public  perceives
that such sales  could  occur,  this could have an adverse  impact on the market
price of our common stock,  even if there is no relationship  between such sales
and the performance of our business.

OUR CHARTER DOCUMENTS AND DELAWARE LAW INCLUDE  PROVISIONS THAT MAY DISCOURAGE A
POTENTIAL TAKEOVER, EVEN IF IT WOULD BE BENEFICIAL TO OUR STOCKHOLDERS.

                  Our Certificate of  Incorporation  and Bylaws and the Delaware
General  Corporation  Law include  provisions  that may discourage  persons from
pursuing a non-negotiated  takeover of EarthShell and prevent changes of control
under  some  circumstances,  even  if  doing  so  would  be  beneficial  to  our
stockholders.

OUR  PROJECTED   INTERNATIONAL   REVENUES  ARE  SUBJECT  TO  RISKS  INHERENT  IN
INTERNATIONAL BUSINESS ACTIVITIES.

                  We  expect  sales of our  products  and  services  in  foreign
countries  to account for a material  portion of our  revenues.  These sales are
subject to risks inherent in international business activities, including:

o        any adverse change in the political or economic  environments in these
         countries;

o        economic  instability;

o        any adverse  change in tax,  tariff and trade or other regulations;

o        the  absence  or  significant  lack  of  legal  protection  for
         intellectual  property  rights;

o        exposure to exchange rate risk for  revenues which are denominated in
         currencies other than U.S. dollars; and

o        difficulties in managing joint venture businesses spread over various
         jurisdictions.

         Our revenues could be substantially  less than we expect if these risks
affect our  ability  to  successfully  sell our  products  in the  international
market.

                                   THE COMPANY

         Our principal  executive  offices are located at 9020  Junction  Drive,
Suite D, Annapolis  Junction,  Maryland 20701,  telephone number (301) 957-1300.
Additional information regarding EarthShell is set forth in our Annual Report on
Form 10-K for the year ended  December 31, 1999 and in our  Quarterly  Report on
Form 10-Q for the  quarter  ended  March 31,  2000,  which are  incorporated  by
reference into this reoffer prospectus.

                                 USE OF PROCEEDS

         We will not  receive any of the  proceeds  from the sale by the Selling
Stockholders of their securities.

                              SELLING STOCKHOLDERS

         Annex 1 to this  reoffer  prospectus  is a table,  as of June 1,  2000,
which shows:

o        the name of each Selling Stockholder and his or her relationship to
         EarthShell during  the last  three  years;

o        the  number  of shares  of our  common  stock beneficially owned by
         each Selling Stockholder prior to this offering (assuming that all
         options to acquire shares are exercisable immediately);

o        the  number of  shares  of  common  stock  offered  pursuant  to this
         reoffer prospectus by each Selling  Stockholder;  and

o        the amount and the percentage of our common stock that each Selling
         Stockholder will own after completion of this offering (assuming all of
         the  outstanding  options under the Plans are exercised,  all of the
         shares acquired are sold, no additional shares are  acquired and no
         shares,  other than those  offered pursuant to this reoffer prospectus,
         are sold).

         Annex 1 may be amended or supplemented from time to time.

                              PLAN OF DISTRIBUTION

         The Selling  Stockholders may sell securities  offered pursuant to this
reoffer  prospectus on the Nasdaq  National Market or otherwise at prices and on
terms then prevailing,  or at prices related to the then current market price or
in negotiated transactions. In addition, the Selling Stockholders may sell under
Rule  144  promulgated  under  the  Securities  Act of  1933,  as  amended,  any
securities  covered by this reoffer prospectus which qualify for sale under Rule
144 rather than  pursuant to this  reoffer  prospectus.  We will not receive any
part of the proceeds of the sales made hereunder.  All expenses  associated with
this  reoffer  prospectus  are  being  borne by us,  but all  selling  and other
expenses  incurred  by a  Selling  Stockholder  will be  borne  by such  Selling
Stockholder.

         The securities may be:

o        sold by reducing the amount of shares of common stock or other property
         otherwise issuable to a Selling Stockholder pursuant to an option;

o        purchased by a broker or dealer as principal and resold by such broker
         or dealer for its account pursuant to this reoffer prospectus; and

o        sold in ordinary brokerage transactions and transactions in which the
         broker solicits purchases.

         In  effecting  sales,   brokers  or  dealers  engaged  by  the  Selling
Stockholders  may arrange for other brokers or dealers to  participate.  Selling
Stockholders also may, from time to time, authorize underwriters acting as their
agents to offer and sell  securities  upon the terms and conditions set forth in
any  prospectus  supplement.  Underwriters,  brokers  or  dealers  will  receive
commissions or discounts from Selling  Stockholders  in amounts to be negotiated
immediately prior to sale. These underwriters,  brokers or dealers and any other
participating  brokers or dealers may be deemed to be "underwriters"  within the
meaning of the Securities Act of 1933, as amended, in connection with such sales
and any discounts and  commissions  received by them. If so, any profit realized
by the  brokers or dealers on the resale of the  securities  may be deemed to be
underwriting  discounts and  commissions  under the  Securities  Act of 1933, as
amended.

         We cannot  assure you that any of the Selling  Stockholders  will offer
for  sale  or  sell  any or  all  of the  securities  covered  by  this  reoffer
prospectus.

              WHERE YOU CAN FIND MORE INFORMATION ABOUT EARTHSHELL

         We are  subject to the  informational  requirements  of the  Securities
Exchange Act of 1934 and  accordingly  must file reports,  proxy  statements and
other information with the Securities and Exchange  Commission.  You may inspect
and copy these reports,  proxy  statements  and other  information at the public
reference  facilities of the Commission,  in Room 1024, 450 Fifth Street,  N.W.,
Washington,  D.C.  20549; 7 World Trade Center,  Suite 1300, New York, New York,
10048;  and Citicorp  Center,  500 West  Madison  Street,  Suite 1400,  Chicago,
Illinois  60661.  You may also obtain copies of these  materials from the public
reference section of the Commission at 450 Fifth Street, N.W., Washington,  D.C.
20549, at prescribed  rates.  You may call the Commission at  1-800-SEC-0330  to
obtain further  information  about the operation of the public  reference rooms.
The Commission also maintains an Internet website that contains  reports,  proxy
and information  statements and other information  regarding companies and other
persons that file electronically with the Commission.  The Commission's Internet
website address is http://www.sec.gov.  Our common stock is traded on the Nasdaq
National  Market  under  the  symbol  "ERTH"  and you may  inspect  reports  and
information  that we file at the offices of the Nasdaq National  Market,  1735 K
Street, NW, Washington, D.C. 20006.

         We have filed a registration statement and related exhibits on Form S-8
with the Commission  under the Securities Act of 1933, as amended,  with respect
to  the  securities  covered  by  this  reoffer  prospectus.   The  registration
statement,   which  includes  this  reoffer   prospectus,   contains  additional
information  about  EarthShell  and  the  shares  to  be  sold  by  the  Selling
Stockholders.  You may inspect the  registration  statement and exhibits without
charge at the Commission's offices at 450 Fifth Street, N.W.,  Washington,  D.C.
20549 and you may obtain copies from the Commission at prescribed rates.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The Commission allows us to "incorporate by reference" information that
we file with it, which means that we can disclose  important  information to you
by referring to those documents. The information incorporated by reference is an
important part of this reoffer  prospectus,  and the information that EarthShell
files later with the  Commission  will  automatically  update and supersede this
information.  We incorporate  by reference the following  documents that we have
filed with the  Commission:

o        The  description of our common stock which is set forth in full in our
         Registration Statement on Form S-1 under the caption "Description
         of Capital Stock," as filed with the Commission on March 23, 1998
         (File No. 333-13287);

o        Annual Report on Form 10-K for the year ended December 31, 1999, and

o        Quarterly Report on Form l0-Q for the quarter ended March 31, 2000;

         We are also  incorporating by reference all other reports and documents
that we may file with the Commission  pursuant to Section 13(a),  13(c),  14 and
15(d) of the  Securities  Exchange Act of 1934, as amended,  between the date of
this reoffer prospectus and the termination of the offering of the securities.

         You may  request,  and if you do we will provide at no cost you, a copy
of any of the documents  that we have  incorporated  by reference (not including
the exhibits to the documents, unless the exhibits are specifically incorporated
by reference into those documents or into this reoffer prospectus) by writing or
telephoning us at the following address:

                             EarthShell Corporation
                               800 Miramonte Drive
                      Santa Barbara, California 93109-1419
                                 (805) 897-2294
                       Attention: Chief Financial Officer

         You should rely only on the  information  incorporated  by reference or
provided in this reoffer  prospectus or any  supplement.  We have not authorized
anyone else to provide you with different information.


<TABLE>
<CAPTION>

                                     ANNEX 1

                                                             Shares of Common                        Shares to be
                                                                  Stock                         Beneficially Owned upon
                                  Relationship to              Beneficially        Shares       Completion of Offering
                                  Company During               Owned as of        Offered       ----------------------
Selling Stockholder*             Last Three Years              June 1, 2000        Hereby               Number               Percent
--------------------       -----------------------------     ----------------     -------       ----------------------       -------
<S>                        <C>                                   <C>              <C>            <C>                        <C>
Wayne Altomonte            Engineering Manager since                 25,000        25,000                 0                     *
                           February 1999
Richard Baehr              Process Development Manager               10,000        10,000                 0                     *
                           since May 2000
Donna Balinkie             Marketing Director since                  50,000        50,000                 0                     *
                           August 1998
Ellis Barksdale            Engineering Manager since                 36,080        35,000             1,080                     *
                           February 1999
Teasha Blackman(2)         Executive Assistant and                   13,620        12,620             1,000                     *
                           Corporate Governance
                           Specialist since October 1993
Raymond Blimkie            Engineering Manager since                 36,556        35,000             1,556                     *
                           July 1999
Kenneth Bowman             Engineering Manager since                 25,000        25,000                 0                     *
                           December 1998
Holly Burkett              Administrative Assistant                   5,000         5,000                 0                     *
                           since November 1998
Wesley Bush                Vice President of Process                 76,000        75,000             1,000                     *
                           Engineering since March 2000
                           and Director of Process
                           Engineering since July 1998
Laird Cagan                Senior Vice President,                   131,000       131,000                 0                     *
                           Corporate Development from
                           December 1995 to October 1996
Louis Cumbo                Manufacturing Engineer since              10,000        10,000                 0                     *
                           May 1999
John Daoud(3)              Corporate Secretary since May             97,160        97,160                 0                     *
                           1996 and Director
Virginia Dee               Administrative Assistant                   5,100         5,000               100                     *
                           since March 1999
Richard DiPasquale         Chief Technology Officer                  30,000        30,000                 0                     *
                           since April 2000
Edward Ducote              Engineering Manager since                 35,425        35,000               425                     *
                           November 1998
Michael Eckenrode          Senior Accountant since May                5,215         5,000               215                     *
                           1999
Karen Gatzke               Communications Specialist                 10,000        10,000                 0                     *
                           since April 2000
Jon Handrock               Manufacturing Engineer since              25,000        25,000                 0                     *
                           December 1998
Thomas Hanley              Manufacturing Engineer since              10,000        10,000                 0                     *
                           August 1999
Simon K. Hodson            Chief Executive Officer and              521,960        20,960           501,000                     *
                           Vice Chairman of the Board,
                           President from October 1997
                           to March 1998 and since
                           mid-May, 1999
D. Scott Houston(4)        Chief Financial Officer from             542,000       542,000                 0                     *
                           July 1993
Andrew Jeanneret           Vice President of Finance                 75,000        75,000                 0                     *
                           from March to June 2000 and
                           Controller from August 1998
                           to March 2000
Andrew Jackson             Accounting Assistant since                 5,000         5,000                 0                     *
                           March 1999
Essam Khashoggi(5)         Chairman of the Board                 69,060,083        70,960        68,989,123                 69.0%

Karim Khashoggi            Vice-President, International             26,200        26,200                 0                     *
                           Marketing from September 1995
                           to October 1997 and
                           Consultant since October 1997
Layla Khashoggi            Director since November 1992              70,960        70,960                 0                     *

Matthew Laine(6)           Manufacturing Engineer since              18,000        18,000                 0                     *
                           May 1999
William A. Marquard        Director from July 1994 to                75,891        45,960            29,931                     *
                           May 2000
Howard J. Marsh            Director since May 2000                   51,000        50,000             1,000                     *

Steve Mathey               Engineering Manager since                 10,000        10,000             1,184                     *
                           December 1998
William Mooney             Engineering Manager since                 26,000        25,000             1,000                     *
                           January 1999
John Nevling               Product Manager since                     36,000        35,000             1,000                     *
                           September 1998
Robin O'Dell               Vice President of Research &              75,000        75,000                 0                     *
                           Development since March 2000,
                           Director of Technology since
                           August 1999
Graham Phillips(1)         Consultant since November                262,000       262,000                 0                     *
                           1997, Director from November
                           1997 to  December  1998,
                           President  from May 1996 to
                           October 1997,  Senior Vice
                           President  Marketing from
                           January 1993 to May 1996
James Rogers               Engineering Manager since                 35,300        35,000               300                     *
                           January 1999
Jerold H. Rubinstein       Director since July 1994                  70,960        70,960                 0                     *

Lynn Scarlett              Director since May 1999                   50,000        50,000                 0                     *

Jeffrey Spilman            Engineering Manager since                 10,000        10,000                 0                     *
                           December 1998
Derek Tarrant              Engineering Manager since                 35,000        35,000                 0                     *
                           March 1999
Vincent J. Truant          Senior Vice President of                 296,000       295,000              1000                     *
                           Marketing, Environmental
                           Affairs and Public Relations
                           since May 1998
Maria Tumbokon             Manufacturing Engineer since              10,000        10,000                 0                     *
                           April 1999
Marcia Uranga              Manufacturing Engineer since              10,000        10,000                 0                     *
                           March 1999
Karl Van Tine              Manufacturing Engineer since              10,500        10,000               500                     *
                           July 1999
</TABLE>

--------------------------------------------------------------------------------
*    UNLESS OTHERWISE  INDICATED BY FOOTNOTE  FOLLOWING A SELLING  STOCKHOLDER'S
     NAME, ALL OPTIONS ISSUED TO SUCH SELLING  STOCKHOLDER WERE ISSUED UNDER THE
     1995 STOCK INCENTIVE PLAN

(1)  Includes  only  options to purchase  shares of common stock issued under
     the 1994 Stock Option Plan.

(2)  Includes  options to purchase  2,636  shares of common stock under the 1994
     Stock  Option Plan and options to purchase  10,000  shares of common  stock
     under the 1995 Stock Incentive Plan.

(3)  Includes  options to purchase  25,000  shares of Common stock issued to Mr.
     Daoud in his  capacity as an officer of EKI and options to purchase  72,160
     shares of common stock under the 1995 Stock Incentive Plan.

(4)  Includes  options to purchase 137,550 shares of common stock under the 1994
     Stock  Option Plan and options to purchase  404,450  shares of common stock
     under the 1995 Stock Incentive Plan.

(5)  Includes  options to purchase  70,960 shares of common stock under the 1995
     Stock Incentive Plan.  Includes 57,694,130 shares held by EKI, in which Mr.
     Khashoggi owns a controlling interest. Also includes 11,294,993 shares held
     by other entities,  including Concrete Technology Corporation, in which Mr.
     Khashoggi also has a controlling  interest.  Mr.  Khashoggi has sole voting
     and  dispositive  power with respect to all such  69,080,083  shares and is
     therefore deemed to be the beneficial owner of such shares.

(6)  Includes  options to purchase  4,000  shares of Common  stock issued to Mr.
     Laine in his capacity as an employee of EKI.

*    Represents  less than 1% of issued  and  outstanding  shares of our  common
     stock.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Commission allows us to "incorporate by reference" information that
we file with it, which means that we can disclose  important  information to you
by referring to those documents. The information incorporated by reference is an
important part of this reoffer  prospectus,  and the information that EarthShell
files later with the  Commission  will  automatically  update and supersede this
information.  We incorporate  by reference the following  documents that we have
filed with the  Commission:

o        The  description of our common stock which is set forth in full in our
         Registration Statement on Form S-1 under the caption "Description
         of Capital Stock," as filed with the Commission on March 23, 1998
         (File No. 333-13287);

o        Annual Report on Form 10-K for the year ended December 31, 1999, and

o        Quarterly Report on Form l0-Q for the quarter ended March 31, 2000;

         We are also  incorporating by reference all other reports and documents
that we may file with the Commission  pursuant to Section 13(a),  13(c),  14 and
15(d) of the  Securities  Exchange Act of 1934, as amended,  between the date of
this reoffer prospectus and the termination of the offering of the securities.

         You may  request,  and if you do we will provide at no cost you, a copy
of any of the documents  that we have  incorporated  by reference (not including
the exhibits to the documents, unless the exhibits are specifically incorporated
by reference into those documents or into this reoffer prospectus) by writing or
telephoning us at the following address:

                             EarthShell Corporation
                               800 Miramonte Drive
                      Santa Barbara, California 93109-1419
                                 (805) 897-2294
                       Attention: Chief Financial Officer

         Upon  written or oral request to us at the same  address,  we will also
provide  participants  with  copies of all  documents  that we are  required  to
deliver to our employees pursuant to Rule 428(b) of the Securities Act.

         You should rely only on the  information  incorporated  by reference or
provided in this registration  statement.  We have not authorized anyone else to
provide you with different information.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         EarthShell  is a  Delaware  corporation.  Section  145 of the  Delaware
General  Corporation  Law  (the  "DGCL")  empowers  a  Delaware  corporation  to
indemnify officers and directors of a corporation in terms sufficiently broad to
indemnify  our  officers  and  directors   under  certain   circumstances   from
liabilities  (including  reimbursement for expenses  incurred) arising under the
Securities Act. Our Charter and Bylaws provide, in effect,  that, to the fullest
extent and under the circumstances permitted by Section 145 of the DGCL, we will
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil,  criminal,  administrative or  investigative,  by reason of the fact that
such person is a director or officer of  EarthShell  or is or was serving at the
request of  EarthShell  as a director  or  officer  of  another  corporation  or
enterprise.  We may, in our  discretion,  similarly  indemnify our employees and
agents.  The Charter  relieves our directors from monetary  damages to us or our
stockholders  for breach of a  director's  fiduciary  duty as a director  to the
fullest  extent  permitted by the DGCL.  Under Section  102(b)(7) of the DGCL, a
corporation   may  relieve  its  directors  from  personal   liability  to  such
corporation  or its  stockholders  for monetary  damages for any breach of their
fiduciary duty as directors  except for the  following:

o        breach of the duty of loyalty;

o        failure to act in good faith;

o        intentional  misconduct or knowing violation of law;

o        willful or negligent  violation of certain provisions in the DGCL that
         impose certain requirements with respect to stock repurchases,
         redemption and dividends; or

o        any transactions from which the director derived an improper personal
         benefit.

         Depending upon the character of the proceeding,  under Delaware law, we
may indemnify our directors and officers against expenses (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred  in  connection  with any  action,  suit or  proceeding  if the  person
indemnified acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to our best  interests,  and,  with respect to any criminal
action or  proceeding,  had no cause to believe his or her conduct was unlawful.
To the extent that one of our  directors  or  officers  has been  successful  in
defending any action, suit or proceeding referred to above, we will be obligated
to indemnify him or her against  expenses  (including  attorneys' fees) actually
and reasonably incurred in connection therewith.

         We maintain an insurance  policy  pursuant to which our  directors  and
officers are insured,  within the limits and subject to the  limitations  of the
policy,  against  certain  expenses  incurred in connection  with the defense of
certain claims,  actions,  suits or proceedings,  and certain  liabilities which
might be imposed as a result of such claims, actions, suits or proceedings.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

Exhibit No.     Description
-----------     -----------

  5.1           Opinion of Gibson, Dunn & Crutcher LLP

  23.1          Consent of Deloitte & Touche LLP

  23.2          Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)

  24.1          Power of Attorney (included on Signature Page)

  99.1          Specimen certificate of Common Stock (1)

  99.2          EarthShell Container Corporation 1994 Stock Option Plan (1)

  99.3          EarthShell Container Corporation 1995 Stock Incentive Plan (1)

  99.4          First Amendment to 1995 Stock Incentive Plan of EarthShell
                Container Corporation (2)

  99.5          Second Amendment to 1995 Stock Incentive Plan of EarthShell
                Container Corporation (1)

  99.6          Third Amendment to 1995 Stock Incentive Plan of EarthShell
                Container Corporation (3)

  99.7          Fourth Amendment to 1995 Stock Incentive Plan of EarthShell
                Corporation (3)

  99.8          Fifth Amendment to 1995 Stock Incentive Plan of EarthShell
                Corporation

  99.9          Form of Stock Option Agreement under the EarthShell Container
                Corporation 1994 Stock Option Plan (1)

  99.10         Form of Stock Incentive Agreement under the EarthShell Container
                Corporation 1995 Stock Incentive Plan (1)


1    Filed as an exhibit to  EarthShell's  Registration  Statement  on Form S-1,
     filed on March  23,  1998  (File  No.  133-13287),  incorporated  herein by
     reference.

2    Filed as an exhibit to  EarthShell's  Annual  Report on Form 10-K (File No.
     000-23567) for the fiscal year ended December 31, 1998, incorporated herein
     by reference.

3    Filed as part of  EarthShell's  Definitive  Proxy Statement on Schedule 14A
     dated  April 23,  1999  (File No.  000-23567)  for its  annual  meeting  of
     stockholders, and incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.

         (a)      EarthShell hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
        being made, a post-effective amendment to this registration statement to
        include  any   material   information   with  respect  to  the  plan  of
        distribution not previously  disclosed in the registration  statement or
        any material change to such information in the registration statement;

                  (2) That, for the purpose of determining  any liability  under
        the Securities Act of 1933, each such post-effective  amendment shall be
        deemed to be a new  registration  statement  relating to the  securities
        offered therein,  and the offering of such securities at that time shall
        be deemed to be the initial BONA FIDE offering thereof.

                  (3) To remove from  registration by means of a  post-effective
        amendment any of the securities being registered,  which remain,  unsold
        at the termination of the offering.

         (b) EarthShell  hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933,  each filing of EarthShell's  annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant  to  Section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities  at the time shall be deemed to be the initial BONA
FIDE offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of  EarthShell  pursuant  to the  foregoing  provisions,  or  otherwise,
EarthShell  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the payment by  EarthShell  of expenses
incurred or paid by a director,  officer or controlling  person of EarthShell in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, EarthShell will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the city of Santa Barbara, State of California, on this 12th day
of May, 2000.

                             EARTHSHELL CORPORATION

                             By:/s/ Simon K. Hodson
                             -----------------------------------------
                             Simon K. Hodson
                             Vice Chairman of the Board, President and
                             Chief Executive Officer
<PAGE>

                                POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Simon  K.   Hodson   and  D.   Scott   Houston   his  or  her  true  and  lawful
attorneys-in-fact   and  agents,   each  acting  alone,   with  full  powers  of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  each acting alone, full powers and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as he might,  or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents,  each acting alone,  or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>

         Signature                                      Title                                    Date


<S>                                        <C>                                          <C>
 /s/  Essam Khashoggi                      Chairman of the Board                        May 12, 2000
 -------------------------------
    Essam Khashoggi

 /s/  Simon K. Hodson                      Vice Chairman of the Board,                  May 12, 2000
 -------------------------------
    Simon K. Hodson                           President and Chief Executive
                                              Officer (Principal Executive
                                              Officer)

 /s/  D. Scott Houston                     Chief Financial Officer and                  May 12, 2000
 -------------------------------
    D. Scott Houston                          Secretary (Principal Financial
                                              and Accounting Officer)

 /s/  John Daoud                           Director                                     May 12, 2000
 -------------------------------
    John Daoud

 /s/  Layla Khashoggi                      Director                                     May 12, 2000
 -------------------------------
    Layla Khashoggi

 /s/  Howard J. Marsh                      Director                                     May 12, 2000
 -------------------------------
    Howard J. Marsh

 /s/  Lynn Scarlett                        Director                                     May 12, 2000
 -------------------------------
    Lynn Scarlett
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 84009}]
{"company-data": {"conformed-name": "EARTHSHELL CORP", "cik": "0000911801", "assigned-sic": "2650", "irs-number": "770322379", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39710", "film-number": "657790"}, "business-address": {"street1": "9020 JUNCTION DRIVE", "street2": "SUITE D", "city": "ANNAPOLIS JUNCTION", "state": "MD", "zip": "20701-1146", "phone": "3019571330"}, "mail-address": {"street1": "9020 JUNCTION DRIVE", "street2": "SUITE D", "city": "ANNAPOLIS JUNCTION", "state": "MD", "zip": "20701-1146"}, "former-company": {"former-conformed-name": "EARTHSHELL CONTAINER CORP", "date-changed": "19960521"}}
As filed with the Securities and Exchange Commission on June 20, 2000
                              Registration No. 333-
                                    ---------
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

                             EARTHSHELL CORPORATION

             (Exact Name of Registrant as Specified in its Charter)

                 DELAWARE                           77-0322379
     (State or Other Jurisdiction of             (I.R.S. Employer
      Incorporation or Organization)           Identification No.)

                          9020 Junction Drive, Suite D

                       Annapolis Junction, Maryland 20701

                                 (301) 957-1300

   (Address, Including Zip Code, of Registrant's Principal Executive Offices)

             EARTHSHELL CONTAINER CORPORATION 1994 STOCK OPTION PLAN

                EARTHSHELL CORPORATION 1995 STOCK INCENTIVE PLAN

                            (Full Title of the Plans)

                                 SIMON K. HODSON
                             Chief Executive Officer

                             EarthShell Corporation

                          9020 Junction Drive, Suite D

                       Annapolis Junction, Maryland 20701

                                 (301) 957-1300

(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

                                 WITH A COPY TO:

                           ROBERT K. MONTGOMERY, ESQ.
                           Gibson, Dunn & Crutcher LLP

                             2029 Century Park East

                          Los Angeles, California 90067

                                 (310) 552-8500

                         CALCULATION OF REGISTRATION FEE
================================= ===================== ========================== ========================== ======================
                                                            Proposed Maximum           Proposed Maximum             Amount of
       Title of Securities             Amount to           Offering Price per             Aggregate                Registration
         to be Registered            be Registered               Share                  Offering Price                 Fee
--------------------------------- --------------------- -------------------------- -------------------------- ----------------------

           Common Stock           10,000,000 shares(1)         $21.00(2)                $45,705,172(2)             $12,067(2)
================================= ===================== ========================== ========================== ======================
(1)    Pursuant to Rule 416, we are also registering an indeterminate  number of
       additional  shares of common  stock that may become  available  under the
       1994 Stock  Option  Plan and the 1995 Stock  Incentive  Plan  through the
       operation of anti-dilution provisions in the plan documents.

(2)    We have estimated the price per share and aggregate offering price solely
       for the purpose of  calculating  the  registration  fee  pursuant to Rule
       457(h) and Rule 457(c) of the Securities Act of 1933 as follows: $567,000
       with respect to 150,000  shares of common stock that are currently  under
       option, based on the price of $3.78 per share at which the options may be
       exercised; $1,536,289 with respect to 402,170 shares of common stock that
       are  currently  under  option,  based on the  price of $3.82 per share at
       which the  options  may be  exercised;  $200,000  with  respect to 50,000
       shares of common  stock that are  currently  under  option,  based on the
       price  of  $4.00  per  share  at  which  the  options  may be  exercised;
       $5,175,000  with  respect to  1,035,000  shares of common  stock that are
       currently  under  option,  based on the price of $5.00 per share at which
       the options may be exercised;  $2,388,877  with respect to 313,090 shares
       of common stock that are currently  under  option,  based on the price of
       $7.63 per share at which the options may be  exercised;  $1,603,500  with
       respect  to  150,000  shares of common  stock  that are  currently  under
       option,  based on the price of $10.69 per share at which the  options may
       be  exercised;  $1,354,016  with respect to 89,080 shares of common stock
       that are currently  under option,  based on the price of $15.20 per share
       at which the options may be  exercised;  $528,192  with respect to 31,440
       shares of common  stock that are  currently  under  option,  based on the
       price of  $16.80  per  share  at  which  the  options  may be  exercised;
       $5,019,000  with  respect  to  239,000  shares of common  stock  that are
       currently  under option,  based on the price of $21.00 per share at which
       the options may be exercised;  and $27,333,298  with respect to 7,540,220
       shares of common stock, based on a price of $3.625 per share, the average
       of the high and low  trading  prices of the  common  stock of  EarthShell
       Corporation on the Nasdaq National Market on June 15, 2000.

                                EXPLANATORY NOTE

         We  are  filing  this  registration  statement  in  order  to  register
10,000,000 shares of our common stock, par value $0.01 per share,  which we have
reserved  for  issuance  under our 1994 Stock  Option Plan (the "1994 Plan") and
1995 Stock  Incentive Plan, as amended (the "1995 Plan;"  collectively  with the
1994 Plan, the "Plans").  Our 1995 Plan effectively supersedes our 1994 Plan for
options  issued on or after the date we adopted our 1995 Plan.  Therefore,  this
registration  statement  also  registers  those  666,790  shares of common stock
subject to options granted under the 1994 Plan and which are now included in the
10,000,000  shares of common stock reserved for issuance under our 1995 Plan. We
are also  registering  the  additional  shares of common  stock  that may become
available  for purchase in  accordance  with the  provisions of the Plans in the
event of changes in the outstanding shares of our common stock, including, among
other   things,   stock   dividends,   stock   splits,   reverse  stock  splits,
reorganizations and recapitalizations.

         The  material,   which  immediately  follows,   constitutes  a  reoffer
prospectus,  prepared in accordance with the requirements of Part I of Form S-3,
in accordance with General  Instruction C to Form S-8. The reoffer prospectus is
to be used in connection with resales of securities  acquired under the Plans by
persons who may be considered our "affiliates," as defined in Rule 405 under the
Securities  Act of  1933,  as  amended.  All  references  in  this  registration
statement to  "EarthShell,"  "we," "our,"  "ours," and "us" refer to  EarthShell
Corporation.

REOFFER PROSPECTUS

                             EARTHSHELL CORPORATION

                                  COMMON STOCK

                                10,000,000 SHARES

         This reoffer  prospectus  relates to 10,000,000  shares of common stock
("common  stock" or the  "securities"),  of EarthShell  Corporation,  a Delaware
corporation,  which we have  reserved for  issuance  under our 1994 Stock Option
Plan (the "1994 Plan") and our 1995 Stock  Incentive Plan, as amended (the "1995
Plan;" collectively with the 1994 Plan, the "Plans").  Our 1995 Plan effectively
supersedes  our 1994 Plan for options issued on or after the date we adopted our
1995 Plan.  These  shares of common stock may be offered for resale from time to
time by those of our  current  and former  directors,  officers,  employees  and
consultants who we collectively  refer to in this reoffer prospectus as "Selling
Stockholders"  and who we have  listed  by name in the  attached  Annex  1.  All
references in this reoffer prospectus to "EarthShell,"  "we," "our," "ours," and
"us" refer to EarthShell Corporation.

         We will not receive any of the proceeds from the sale of the securities
covered by this reoffer  prospectus.  We will pay all of the expenses associated
with this reoffer prospectus.  The Selling Stockholders will pay all selling and
other  expenses,  if any,  associated  with any sale of the  securities  offered
pursuant to this reoffer prospectus.

         PLEASE CONSIDER  CAREFULLY  "RISK FACTORS"  BEGINNING ON PAGE 1 OF THIS
REOFFER PROSPECTUS.

         Our common  stock is traded on the  Nasdaq  National  Market  under the
symbol "ERTH."

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY  OF THIS  REOFFER  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.

                             EarthShell Corporation
                          9020 Junction Drive, Suite D
                          Annapolis Junction, MD 20701
                                 (301) 957-1300

                     The date of this reoffer prospectus is
                                June 20, 2000.

                                TABLE OF CONTENTS

                                                                            Page

RISK FACTORS...................................................................1
THE COMPANY....................................................................9
USE OF PROCEEDS................................................................9
SELLING STOCKHOLDERS...........................................................9
PLAN OF DISTRIBUTION..........................................................10
WHERE YOU CAN FIND MORE INFORMATION ABOUT EARTHSHELL..........................10
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.............................11
ANNEX 1......................................................................A-1

                                  RISK FACTORS

                  BEFORE YOU INVEST IN OUR COMMON STOCK,  YOU SHOULD BE AWARE OF
VARIOUS RISKS  ASSOCIATED  WITH SUCH AN INVESTMENT,  INCLUDING  THOSE  DESCRIBED
BELOW. YOU SHOULD CONSIDER CAREFULLY THESE RISK FACTORS TOGETHER WITH ALL OF THE
OTHER INFORMATION INCLUDED IN THIS PROSPECTUS AND IN THE DOCUMENTS  INCORPORATED
BY REFERENCE BEFORE YOU DECIDE TO PURCHASE OUR COMMON STOCK.

EARTHSHELL(R)IS A REGISTERED TRADEMARK OF EARTHSHELL CORPORATION.  ALIITE(R)IS A
REGISTERED TRADEMARK OF E. KHASHOGGI INDUSTRIES,  LLC. BIG MAC(R)IS A REGISTERED
TRADEMARK OF THE MCDONALD'S CORPORATION.

BECAUSE WE ARE A  DEVELOPMENT  STAGE  COMPANY  SUBJECT TO THE INHERENT  RISKS OF
ESTABLISHING  A NEW  BUSINESS,  WE CANNOT  ASSURE YOU THAT OUR  OPERATIONS  WILL
ULTIMATELY BE SUCCESSFUL AND GENERATE A PROFIT IN THE FUTURE.

                  To date, we have  primarily  focused on  developing  products.
Because we are a development stage company with no commercial operating history,
we are subject to the inherent risks of establishing a new business  enterprise.
Although we have built our first plant to produce Big Mac(R) sandwich containers
for  sale to  Perseco,  the  primary  packaging  purchaser  for  the  McDonald's
Corporation,  under a supply  agreement  between our  licensee,  Sweetheart  Cup
Company,  Inc.  ("Sweetheart"),  and Perseco, it has not yet achieved full-scale
commercial  operations.  In  addition,  although  we have  developed a number of
prototype  products,   including  bowls,   plates,  cups  and  other  hinged-lid
containers  in  addition  to the Big Mac(R)  container,  these  products  remain
subject to further development and customer-specific  modification.  Among other
things, we must:

o        fully develop these prototype and additional products;

o        develop commercially viable manufacturing processes and capacity;

o        attract, retain and motivate qualified personnel;

o        achieve market acceptance of our products;

o        respond to competitive developments; and

o        develop systems to manage our growth effectively.

                  At this stage in our development, we cannot assure you that we
will achieve these goals and that our operations will be successful and generate
a profit  in the  future.  As of March 31,  2000,  we had not yet  reported  any
operating revenues.

WE  EXPECT TO  CONTINUE  TO  EXPERIENCE  OPERATING  LOSSES  UNTIL WE ARE ABLE TO
COMMERCIALLY PRODUCE AND SELL OUR PRODUCTS IN QUANTITIES NECESSARY TO GENERATE A
PROFIT.

                  Sweetheart  has entered into a supply  agreement with Perseco.
We are currently in the midst of a product  validation process with Perseco with
respect  to the  EarthShell  Big  Mac(R)  sandwich  container  made  of the  new
composite material ("EarthShell  Products") which is typical for all new product
introductions  into the  McDonald's  system.  We  expect  to  continue  to incur
substantial  operating losses until this product  validation process is complete
and until we can  commercially  produce our products in quantities  necessary to
generate  a  profit  and  our  products  achieve  broad  market  acceptance  and
penetration.  We experienced  aggregate net losses of approximately $145 million
from our inception on November 1, 1992 through December 31, 1999. The success of
our future operations  depends upon our ability and the ability of our licensees
and  joint  venture  partners  to  commercialize  various  types  of  EarthShell
Products.  Due to the  uncertainties  inherent  in product  development,  market
acceptance of newly-developed products and our need to rely on our licensees and
joint venture partners to manufacture,  distribute and sell EarthShell Products,
we are unable to predict when our products will be introduced nationally or when
we will receive significant  revenues from any EarthShell Product other than the
EarthShell Big Mac(R) sandwich  container,  which we currently expect to be able
to distribute nationally during the year 2000.

WE MAY NEED TO OBTAIN ADDITIONAL FINANCING IN ORDER TO FUND OUR OPERATIONS UNTIL
EARTHSHELL  PRODUCTS  ACHIEVE  COMMERCIAL  VIABILITY  AND  GENERATE  SIGNIFICANT
REVENUES, WHICH COULD POTENTIALLY BE DILUTIVE TO EXISTING STOCKHOLDERS.

                  Although we believe the proceeds we anticipate  receiving from
the offering of our common stock pursuant to our Registration  Statement on Form
S-3 (File No.  333-33752) will provide  EarthShell with the capital it needs for
the foreseeable  future, we may need to seek additional third party financing in
the  future to meet our  operating  and  working  capital  needs and to fund the
further expansion of our business.  We may not be able to obtain that capital or
that  capital may not be available on terms  satisfactory  to us. If  additional
funds  are  raised   through  the  issuance  of  stock,   dilution  to  existing
stockholders  may result.  If additional funds are raised through the incurrence
of debt,  these debt  instruments  will likely  contain  restrictive  financial,
maintenance and security covenants,  which could restrict our ability to conduct
our business as we would prefer in the absence of those covenants.

WE MAY  CONTINUE TO INCUR  FINANCIAL  LOSSES AS A RESULT OF FUNDING  OBLIGATIONS
UNDER OUR AGREEMENTS WITH SOME OF OUR LICENSEES AND JOINT VENTURE PARTNERS,  ONE
OF WHICH  REQUIRES  US TO FUND  NEGATIVE  CASH  FLOWS  UNTIL  OUR  MANUFACTURING
FACILITIES MEET EFFICIENCY CRITERIA SET FORTH IN THAT AGREEMENT.

                  We have refined our business  strategy and are currently using
a joint  venture  structure in which our joint venture  partners will  generally
share equally in the cost of  manufacturing  facilities  and will assume equally
the  risks of any  failure  of the  manufacturing  facilities  to meet  targeted
efficiencies.  The joint venture  agreements we entered into with  Finland-based
Huhtamaki  Van Leer Oyj and with Prairie  Packaging,  Inc.  contain this type of
risk-sharing arrangement.  By contrast, our earlier agreement with Sweetheart is
structured  so  that  we  license  or  contribute   manufacturing  equipment  to
Sweetheart and guarantee the  performance of the equipment.  This was done in an
effort to induce Sweetheart to begin to produce EarthShell Products during their
initial commercial introduction. In addition, under our operating agreement with
Sweetheart, we are obligated to fund negative operating cash flow until the date
upon which the  turnkey  manufacturing  lines  first meet  specified  efficiency
criteria.  We are  also  obligated  to fund  additional  costs  incurred  if the
equipment  does not continue to satisfy  these  criteria  for a two-year  period
following  that  date.  Our  obligations  to  guarantee   performance  of  these
manufacturing  lines  and to fund  negative  operating  cash  flows  under  this
agreement, and the possibility that we might ultimately fail to receive a return
on our investment in the equipment, may cause us to continue to incur losses for
a period of time and significantly impair our profitability.

THOUGH WE ARE  PRODUCING  A  LIMITED  AMOUNT OF OUR  PRODUCTS  ON AN  INTEGRATED
PRODUCTION  LINE ON A  COMMERCIAL  SCALE,  WE ARE NOT YET SURE  THAT THEY CAN BE
PRODUCED AT A COMPETITIVE  COST. OUR FAILURE TO DO SO WOULD ADVERSELY AFFECT OUR
ABILITY TO COMPETE WITH CONVENTIONAL DISPOSABLE FOODSERVICE PACKAGERS.

                  Our success  depends,  in substantial  part, on our ability to
produce EarthShell Products at a competitive cost. While we have been successful
at producing the EarthShell Big Mac(R)  sandwich  container on commercial  scale
equipment,  production  volumes to date have been low  relative to our  purchase
order  commitment.  Until  production  volumes  approach design capacity levels,
actual  costs and  profitability  will not be  certain.  Further,  all our other
products are  currently  in various  stages of  development  and we have not yet
produced them on a fully integrated production line or on a commercial scale. We
have  not,  therefore,  proven  the  actual  cost  of  manufacturing  EarthShell
Products, and we cannot assure you that we will be able to manufacture them at a
competitive cost. As licensees and joint ventures begin to commercially  produce
EarthShell  Products,  they  may  encounter  difficulties  that  cause  costs of
production to exceed what we currently  anticipate.  Our failure to  manufacture
EarthShell Products at commercially competitive costs would make it difficult to
compete with other foodservice disposables manufacturers.

BECAUSE WE ARE NOT YET PRODUCING OUR PRODUCTS ON A COMMERCIAL  SCALE,  WE DO NOT
KNOW WHETHER WE WILL BE ABLE TO CONSTRUCT SUFFICIENT MANUFACTURING CAPACITY THAT
WILL PERMIT A TIMELY ROLL-OUT AND MARKET ACCEPTANCE OF OUR PRODUCTS.

                  Because of our inexperience in manufacturing, we cannot assure
you that we will be  successful in producing  quantities of EarthShell  Products
sufficient  to  permit a timely  commercial  roll-out  of  EarthShell  Products.
Moreover,  it may require  greater time and effort than we anticipate to achieve
the production volumes and efficiencies  required.  We cannot assure you that we
will be successful  in building  sufficient  manufacturing  capacity on a timely
basis or that we will  have  adequate  manufacturing  equipment  available  when
necessary to permit a timely  roll-out of  EarthShell  Products.  Our failure to
produce  sufficient  quantities  of  EarthShell  Products or construct  adequate
manufacturing  equipment that is properly  working in an integrated  manner when
necessary to permit a timely  roll-out of EarthShell  Products  could  adversely
affect market acceptance of EarthShell Products.

CONSUMERS  MAY  NOT  PERCEIVE  EARTHSHELL  PRODUCTS  AS  BEING  BETTER  FOR  THE
ENVIRONMENT THAN CONVENTIONAL  DISPOSABLE  FOODSERVICE  CONTAINERS,  WHICH WOULD
ADVERSELY AFFECT MARKET ACCEPTANCE OF OUR PRODUCTS.

                  Our success  depends  substantially  on our ability to design,
develop and manufacture  foodservice  disposables that are not as harmful to the
environment as conventional  disposable  foodservice containers made from paper,
plastic and polystyrene.  EarthShell has used a life cycle inventory methodology
in its environmental assessment of EarthShell Products and in the development of
associated  environmental claims and we have received support for the EarthShell
concept  from a  number  of  environmental  groups.  Although  we  believe  that
EarthShell Products offer a number of environmental advantages over conventional
packaging products, our products may also possess characteristics that consumers
or some environmental groups could perceive as negative for the environment.  In
particular, EarthShell Products may result in more solid waste by weight and, in
a dry  environment,  by volume,  and  manufacturing  and  distributing  them may
release  greater  amounts  of some  pollutants,  and  lesser  amounts  of  other
pollutants,  than  occurs  with  conventional  packaging.  Whether,  on balance,
EarthShell  Products are better for the environment than conventional  packaging
products is a somewhat subjective judgment and we believe that we have addressed
the major  concerns of  environmental  groups with respect to the EarthShell Big
Mac(R) sandwich container and have goals in place to:

o        reduce the weight of the container;

o        use reclaimed starch from sources not currently being reclaimed for
         commercial uses;  and

o        continue  our  efforts to reduce  the  environmental  impact of the
         EarthShell Big Mac(R) sandwich container.

                  Additionally, we prefer to use, whenever possible, recycled or
reclaimed  raw  materials  that  meet our  processing  and  product  performance
criteria.  For example, we are currently seeking commercial sources of recycled,
FDA-compliant, post consumer waste ("PCW") fiber. Should FDA-compliant PCW fiber
not be available, we will use the next most suitable, environmental fiber source
and adjust any relevant  environmental claims accordingly.  We cannot assure you
that environmental  groups,  regulators,  customers or consumers will agree that
EarthShell Products have an environmental advantage over conventional packaging.
Nor can we assure you that all  future  EarthShell  Products,  some of which may
require unique material formulations and coatings, will have, or that the market
will recognize them as having,  a reduced  environmental  impact.  If EarthShell
Products  do not have,  or are not  recognized  by others as  having,  a reduced
environmental  impact,  this could adversely  affect market  acceptance of these
products.

WE  HAVE  NOT YET  FULLY  EVALUATED  ALL OF THE  EARTHSHELL  PRODUCTS  AND IT IS
POSSIBLE  THAT SOME OF THE  PRODUCTS  MAY NOT  PERFORM  AS WELL AS  CONVENTIONAL
PACKAGING  PRODUCTS,  WHICH WOULD  ADVERSELY  AFFECT MARKET  ACCEPTANCE OF THESE
PRODUCTS.

                  Although we believe that we can engineer  EarthShell  Products
to meet many of the critical performance requirements for specific applications,
individual  products  may  not  perform  as  well  as  conventional  foodservice
disposables; for example, some consumers may prefer clear cups and clear lids on
take-home containers,  which are not available with our foam technology.  We are
still  developing many of our EarthShell  Products and we have not yet evaluated
the performance of all of them. If we fail to develop  EarthShell  Products that
perform comparably with conventional foodservice  disposables,  this could cause
consumers to prefer our competitors' products.

WE ARE  EXPOSED TO RISKS OF DELAY THAT COULD  DELAY THE  INTRODUCTION  OR MARKET
ACCEPTANCE OF ONE OR MORE OF OUR PRODUCTS AND OBLIGATE US FINANCIALLY  UNDER ONE
OF OUR OPERATING AGREEMENTS.

                  There are substantial risks of delay, some of which are beyond
our  control,   associated   with:

o        developing   our  products  and  related manufacturing processes;

o        market acceptance of and demand for our products; and

o        developing sufficient production capacity to produce our products.

                  For example,  we have  experienced  significant  delays in the
initial  commercial  production of the EarthShell Big Mac(R) sandwich  container
for McDonald's.  These delays resulted from, among other things, difficulties in
integrating  manufacturing  equipment  and  persistent,  but  typical,  problems
debugging  our  manufacturing  lines  at  Sweetheart's  Owings  Mills,  Maryland
facility.  The manufacturing process includes various stages of operation,  such
as mixing, forming,  trimming,  sanding,  coating, printing and stacking, all of
which are integrated and computer  controlled along an assembly line. We believe
we will be  successful  in the  debugging  process  going  forward as we ramp up
production lines to produce at higher levels, but we cannot assure you that this
process will not result in further delays.

                  Future delays will obligate us financially under our operating
agreement  with  Sweetheart.  In addition,  we cannot  assure you that we or our
licensees  or joint  venture  partners  will  not  experience  similar  or other
problems in start-up or ongoing operations. Delays in the introduction or market
acceptance of one or more EarthShell Products would delay our ability to realize
any revenues from sales of those products.

IF MCDONALD'S OR ANY OTHER OF OUR ANTICIPATED INITIAL PURCHASERS OF OUR PRODUCTS
DO NOT  PURCHASE  SIGNIFICANT  QUANTITIES  OF OUR  PRODUCTS,  IT COULD DELAY THE
INTRODUCTION AND MARKET ACCEPTANCE OF OUR PRODUCTS.

                  We intend McDonald's to be the first  foodservice  operator to
use  EarthShell  Products.  If  McDonald's  or  any  other  anticipated  initial
purchasers of our products do not ultimately purchase significant  quantities of
our products,  it could delay the introduction  and market  acceptance of one or
more of our products and delay our ability to realize any revenues from sales of
those  products.   Our  ongoing  product  validation  process  with  respect  to
EarthShell  Products being developed for use in McDonald's  restaurants does not
represent  a  binding  development  obligation  on the part of  McDonald's,  and
McDonald's  is  therefore  under no  obligation  to  initiate  or  continue  any
development relationship with us.

AN UNEXPECTED  UNAVAILABILITY OF RAW MATERIALS USED TO MANUFACTURE OUR PRODUCTS,
INCREASES  IN THE  PRICE  OF THE RAW  MATERIALS,  OR THE  NECESSITY  OF  FINDING
ALTERNATIVE  RAW MATERIALS TO USE IN OUR PRODUCTS  COULD DELAY THE  INTRODUCTION
AND MARKET ACCEPTANCE OF OUR PRODUCTS.

                  Although  we believe  that  sufficient  quantities  of all raw
materials  used in  EarthShell  Products  are  generally  available,  if any raw
materials  become  unavailable  it could delay the commercial  introduction  and
hinder  market  acceptance  of  EarthShell  Products.  In  addition,  we and our
licensees may become significant consumers of certain key raw materials, such as
starch,  and if such  consumption  is  substantial  in relation to the available
resources,  raw material prices may increase which in turn may increase the cost
of EarthShell Products and impair our profitability. In addition, we may need to
seek alternative sources of raw materials or modify our product  formulations if
the cost or  availability  of the raw  materials  that we  currently  use become
prohibitive.

WE CANNOT ASSURE YOU THAT OUR  LICENSEES AND JOINT VENTURE  PARTNERS WILL DEVOTE
SUFFICIENT RESOURCES TO OUR PRODUCTS OR SUCCESSFULLY MANUFACTURE,  DISTRIBUTE OR
MARKET OUR PRODUCTS  BECAUSE MANY OF THEM HAVE  PRODUCTS  THAT WILL COMPETE WITH
OUR PRODUCTS AND OUR LICENSEE MANUFACTURERS ARE NOT OBLIGATED TO ACHIEVE MINIMUM
SALES QUOTAS.

                  We  have  no   experience   in   commercially   manufacturing,
distributing  and  marketing  foodservice  disposables.  We will  depend  on our
licensees and joint venture  partners to manufacture  and distribute  EarthShell
Products.  We  have  entered  into  agreements  with  Sweetheart,  Finland-based
Huhtamaki Van Leer Oyj and Prairie Packaging,  Inc., but these agreements permit
those licensees to manufacture and sell other foodservice  disposable  packaging
products that are not based on the EarthShell material.  We intend to enter into
additional  license  agreements and joint venture  relationships  in the future.
Although  we  have  produced  EarthShell  Products  at a  low  volume  level  at
Sweetheart's  facilities,  none of our other licensees has commercially produced
or  distributed  any EarthShell  Products.  Our licensee  manufacturers  are not
obligated to achieve  minimum  sales  quotas.  Our  licensees  and joint venture
partners also  manufacture  paper or polystyrene  packaging,  which will compete
with  EarthShell  Products.  We cannot  assure you that our  licensees and joint
venture  partners  will  devote  sufficient   resources  or  otherwise  be  able
successfully to manufacture,  distribute or market  EarthShell  Products.  Their
failure to do so would inhibit our ability to  distribute  our products into the
marketplace.

OUR  DEPENDENCE  ON E.  KHASHOGGI  INDUSTRIES,  LLC ("EKI")  FOR THE  TECHNOLOGY
NECESSARY TO MANUFACTURE EARTHSHELL PRODUCTS AND FOR CERTAIN TECHNICAL PERSONNEL
MEANS THAT A DISRUPTION IN THE OPERATIONS OR FINANCIAL  CONDITION OF EKI EXPOSES
US TO RISKS THAT EKI MAY NOT BE ABLE TO PERFORM SERVICES THAT WE REQUIRE.

                  We  do  not  own  the  technology   necessary  to  manufacture
EarthShell  Products and we are  dependent  upon our  world-wide,  royalty-free,
exclusive license pursuant to an Amended and Restated License Agreement with EKI
(the "License Agreement") to use that technology. We can only use the technology
to develop,  manufacture and sell specified  foodservice  disposables for use in
the foodservice industry and we have no right to exploit  opportunities to apply
this  technology  or improve it  outside  this field of use.  EKI may cancel the
license  if we are in  breach of any  material  obligations  under  the  License
Agreement and do not cure the breach within a specified  period.  If EKI were to
file for or be declared  bankrupt,  we would likely be able to retain our rights
under the  License  Agreement  with  respect  to U.S.  patents.  However,  it is
possible  that EKI could take steps to  terminate  our rights  under the License
Agreement with respect to international patents.

                  We share one key executive with EKI (Simon  Hodson).  EKI also
provides  significant  scientific  and  technical  services to us pursuant to an
Amended and Restated  Technical  Services and Sublease Agreement (the "Technical
Services  Agreement"),  which runs through  December  31,  2002,  to support the
continued design and development of EarthShell  Products.  We also depend on EKI
to further develop and refine the basic technology used in EarthShell  Products,
although EKI is not obligated to complete any further  development or refinement
under the terms of the License  Agreement.  If anything disrupted the operations
or  financial  condition  of EKI, it would  expose us to the risk that EKI might
fail to perform services that we require.

BECAUSE ONE MAJORITY SHAREHOLDER CONTROLS BOTH EKI AND EARTHSHELL, CONFLICTS MAY
ARISE  BETWEEN THE  COMPANIES  WITH  RESPECT TO CORPORATE  OPPORTUNITIES  AND WE
CANNOT ASSURE YOU THAT THESE  CONFLICTS WILL ALWAYS BE RESOLVED IN  EARTHSHELL'S
FAVOR.

                  Mr. Essam  Khashoggi is the indirect  majority equity owner of
and therefore  controls both EarthShell and EKI, which means that Mr.  Khashoggi
owns a majority interest in both EarthShell and EKI through other entities which
he controls.  Mr. Khashoggi is the beneficial owner of approximately  70% of the
outstanding  shares of EarthShell's  common stock directly or indirectly through
various entities that he controls,  including EKI. As a result, Mr. Khashoggi is
able to:

o        elect all of the directors of EarthShell;

o        control the direction and policies of EarthShell;

o        determine the outcome of corporate transactions requiring the
         approval of EarthShell's stockholders, including mergers,
         consolidations and the sale of all or substantially all of
         the assets of EarthShell; and

o        prevent or cause a change in control of EarthShell.

                  Mr.  Khashoggi also has the power to control our  relationship
with EKI,  which he also  controls,  and upon which we depend  for,  among other
things, research and development. We cannot assure you that we will always agree
with Mr. Khashoggi's decisions regarding our business.

                  Conflicts may arise between EKI and  EarthShell,  particularly
with respect to corporate opportunities, including:

o        developing new markets and uses for products based on the EarthShell
         Products;

o        allocating  research and development  resources;

o        the time that the common directors and officers devote to  EarthShell
         and  EKI;  and

o        how  each of EKI and  EarthShell  performs  its obligations under the
         License  Agreement,  the Technical  Services Agreement and the Amended
         and  Restated  Agreement  for the  Allocation  of Patent  Costs
         (the "Patent Allocation Agreement").

                  Under the Patent Allocation Agreement, we are obligated to pay
or reimburse EKI for all costs and expenses associated with filing, prosecuting,
acquiring and maintaining some patents or patent applications.  EKI will control
the costs and  expenses  incurred in  connection  with these  patents and patent
applications.  Any patents  granted  will be the  property  of EKI,  and EKI may
obtain a benefit  from those  patents  other than under the  License  Agreement,
including using and/or licensing the patents and related  technology in a manner
or for uses  unrelated  to the license  which EKI granted to  EarthShell  in the
foodservice  disposables  field of use.  We  cannot  assure  that  conflicts  of
interest  that arise  between  EKI and  EarthShell  will  always be  resolved in
EarthShell's favor.

DESPITE OUR ATTEMPTS TO PROTECT OUR  PATENTED  TECHNOLOGY,  IT IS POSSIBLE  THAT
THIRD PARTIES WILL INFRINGE OUR PATENTS,  THAT NEW PRODUCTS THAT WE DEVELOP WILL
NOT BE  COVERED  BY OUR  EXISTING  PATENTS  OR THAT WE COULD  SUFFER AN  ADVERSE
DETERMINATION IN A PATENT  INFRINGEMENT  PROCEEDING,  ANY AND ALL OF WHICH COULD
ALLOW OUR COMPETITORS TO DUPLICATE OUR PRODUCTS  WITHOUT HAVING HAD TO INCUR THE
RESEARCH AND  DEVELOPMENT  COSTS WE HAVE  INCURRED AND  THEREFORE  ALLOW THEM TO
PRODUCE AND MARKET THOSE PRODUCTS MORE PROFITABLY THAN EARTHSHELL.

                  Our ability to compete effectively with conventional packaging
will depend,  in part, on our ability to protect our  proprietary  rights to the
licensed  technology.  Although  EKI and  EarthShell  endeavor  to  protect  the
licensed technology through,  among other things, U.S. and foreign patents,  the
duration of these  patents is limited and we cannot  assure you that the patents
and patent applications licensed to us are sufficient to protect our technology.
We also cannot  assure you that any patent  that EKI obtains and  licenses to us
will be held  valid,  or that  others  will not  circumvent  or  infringe  those
patents.  We also rely on trade secrets and proprietary  know-how that we try to
protect in part by confidentiality  agreements with our licensee  manufacturers,
proposed joint venture  partners,  employees and  consultants.  These agreements
have limited  terms and we cannot assure you that these  agreements  will not be
breached,  that we will  have  adequate  remedies  for any  breach  or that  our
competitors will not learn our trade secrets or independently develop them.

                  It is  necessary  for us to  litigate  from  time  to  time to
enforce  patents  issued or  licensed  to us, to  protect  our trade  secrets or
know-how  and  to  determine  the  enforceability,  scope  and  validity  of the
proprietary  rights of  others.  As an example  of this type of  litigation,  on
August  2,  1999,  Novamont  S.p.A.,  an  Italian  company  specializing  in the
manufacture of a biodegradable plastic resin and products,  filed a complaint in
the United States District Court for the Northern  District of Illinois alleging
infringement of three patents. We have analyzed all three patents and believe we
have strong meritorious defenses and have been vigorously defending the lawsuit.
Although we know of no other alleged or actual infringement by EarthShell or EKI
of third party  patents,  it is always  possible that a third party could assert
infringement.  Patent  and  patent  applications  on  formulations  of  the  new
composite  material are based in part on specific  proportional  mixtures of the
components of the material.  We continue to test and modify the  components  and
their proportional mixtures to balance  environmental,  economic and performance
concerns.  We cannot assure you that the mixture that we ultimately determine to
be optimal will be protected under our patents or that it will not be subject to
a patent held by others.  If our patents do not protect the optimal mixture,  or
if the  mixture is subject to a patent held by a third party and the third party
asserts  patent  infringement,  this would  restrict  our ability to produce and
market our products.

                  We  believe  that we own or have the  rights to use all of the
technology  that we expect  to  incorporate  into  EarthShell  Products,  but an
adverse determination in litigation or infringement  proceedings to which we are
or may become a party could subject us to significant  liabilities  and costs to
third parties or require us to seek licenses from third parties. Although patent
and  intellectual  property  disputes  are often  settled  through  licensing or
similar  arrangements,   costs  associated  with  those  arrangements  could  be
substantial and could include ongoing royalties.  Furthermore,  we cannot assure
you that we could obtain the necessary licenses on satisfactory terms or at all.
We could incur  substantial  costs  attempting  to enforce our licensed  patents
against third party  infringement,  or the unauthorized use of our trade secrets
and  proprietary   know-how  or  in  defending   ourselves   against  claims  of
infringement by others.  Accordingly, if we suffered an adverse determination in
a judicial or administrative  proceeding or failed to obtain necessary licenses,
it would prevent us from  manufacturing  or licensing others to manufacture some
of our products.

ESTABLISHED  COMPETITORS IN THE FOODSERVICE  DISPOSABLES  INDUSTRY COULD IMPROVE
THE ABILITY TO RECYCLE THEIR  EXISTING  PRODUCTS OR DEVELOP NEW  ENVIRONMENTALLY
PREFERABLE,  DISPOSABLE FOODSERVICE CONTAINERS WHICH COULD RENDER OUR TECHNOLOGY
OBSOLETE AND COULD NEGATIVELY IMPACT OUR ABILITY TO COMPETE.

                  Competition   among  existing  food  and  beverage   container
manufacturers in the foodservice  industry is intense.  At present,  most of our
competitors  have  substantially  greater  financial and marketing  resources at
their disposal than we do, and many have well-established supply, production and
distribution relationships and channels.  Companies producing products utilizing
competitive  materials such as paper,  plastic or  polystyrene  may reduce their
prices or engage in advertising or marketing campaigns designed to protect their
respective  market shares and impede market  acceptance of EarthShell  Products.
Recently, a number of paper and plastic disposable  packaging  manufacturers and
converters  have  tried  to  increase  recycling  of their  products.  Increased
recycling  of  paper  and  plastic   products   could   reduce  their   negative
environmental  impact,  which is one  significant  basis upon which we intend to
compete.  A number of companies have  introduced  starch-based  materials or are
attempting  to  develop  plastics  that they claim are  biodegradable  and other
specialty polymers as potential environmentally superior packaging alternatives.
We  expect  that  many  existing  packaging   manufacturers  may  actively  seek
competitive  alternatives  to our products and  processes.  The  development  of
competitive,  environmentally  preferable,  disposable  foodservice  containers,
whether or not based on our products and technology, could render our technology
obsolete and could impair our ability to compete.

OUR LOSS OF KEY TECHNICAL AND MANAGEMENT PERSONNEL COULD BE HIGHLY DISRUPTIVE TO
OUR BUSINESS OPERATIONS.

                  At present we depend upon obtaining and retaining the services
of qualified scientific and technical  personnel,  many of whom are employees of
EKI  and  whose  services  are  provided  pursuant  to  the  Technical  Services
Agreement.  We are highly dependent on our Vice Chairman of the Board, President
and  Chief  Executive  Officer,  Simon K.  Hodson,  who has been  involved  with
EarthShell since its inception. We do not hold "key man" insurance on any of our
personnel.  If we lost the  services  of any of our key  employees,  it could be
highly disruptive to our business operations.

IF THE U.S.  FOOD AND DRUG  ADMINISTRATION  (THE  "FDA")  WERE TO FIND  THAT OUR
PRODUCTS DID NOT COMPLY WITH FDA  REGULATIONS,  THEY COULD ASK US TO VOLUNTARILY
WITHDRAW OUR PRODUCTS FROM THE  MARKETPLACE OR SEEK LEGAL REMEDIES AND SANCTIONS
TO FORCE US TO WITHDRAW  OUR  PRODUCTS,  EITHER OF WHICH  WOULD  PREVENT US FROM
REALIZING FUTURE REVENUES FROM THOSE PRODUCTS.

                  The FDA regulates the manufacture,  sale and use of EarthShell
Products.  The FDA's  regulations  are concerned  with  substances  used in food
packaging materials,  not with specific finished food packaging products.  Thus,
food or beverage  containers  will comply with FDA regulations if the components
used in the food and beverage containers:

o        are approved by the FDA as indirect food additives for their intended
         uses and comply with the applicable FDA indirect food additive
         regulations; or

o        are generally recognized as safe for their intended uses and are of
         suitable purity for those intended uses.

                  Each of the components of the  EarthShell Big Mac(R)  sandwich
container and all other current prototype products is either approved by the FDA
as an  indirect  food  additive  for its  intended  use,  codified  in the FDA's
regulations as generally  recognized as safe for its intended use, or a commonly
recognized  food  ingredient  that we and our  consultants  regard as  generally
recognized  as safe for its  intended  use.  However,  we have not asked the FDA
whether  it concurs  with our  determination.  We intend to ensure  that the raw
materials used in the EarthShell Big Mac(R)  sandwich  container are of suitable
purity for their intended uses by specifying standards to be met by suppliers of
raw materials and by material and product testing. The FDA does not require that
manufacturers  of EarthShell  Products seek FDA concurrence  that components are
generally  recognized as safe for their  intended uses or that the raw materials
are of suitable purity for their intended uses. As a result, we believe that the
EarthShell Big Mac(R) sandwich container and other current prototype  EarthShell
Products  will  comply with all  requirements  of the FDA and do not require FDA
approval.  We cannot  assure you,  however,  that the FDA would agree with these
conclusions.

                  If the FDA  were to  disagree  with  our  determinations  with
respect to the EarthShell  sandwich container or future products,  the FDA could
ask us to  voluntarily  withdraw the products from the  marketplace.  They could
also begin legal  action to remove the  products  from the  marketplace  and, if
appropriate,  pursue additional  sanctions  against us and our management.  Such
actions by the FDA would prevent us from  realizing  future  revenues from those
products.

FLUCTUATIONS OR DECREASES IN THE TRADING PRICE OF OUR COMMON STOCK MAY ADVERSELY
AFFECT THE  LIQUIDITY  OF THE  STOCK'S  TRADING  MARKET AND OUR ABILITY TO RAISE
CAPITAL THROUGH FUTURE OFFERINGS OF CAPITAL STOCK.

                  The stock market from time to time  experiences  extreme price
and volume fluctuations,  which are often unrelated to the operating performance
of particular  companies.  Since our initial public  offering in March 1998, the
market  price of our common stock has been  volatile,  and it may continue to be
volatile in the future.  Factors that may significantly  impact the market price
and marketability of our common stock include, but are not limited to:

o        insufficient cash to finance our business;

o        changes in our technological innovations or new commercial products or
         those of our competitors;

o        unacceptable economics of manufacturing our products;

o        inability to license the technology to third parties;

o        development or disputes concerning proprietary rights;

o        failure to meet analysts' earnings estimates;

o        loss of key management;

o        adverse regulatory actions or decisions;

o        general economic and other external factors; and

o        period-to-period fluctuations in our financial results.

                  Fluctuations  or decreases in the trading  price of our common
stock may adversely  affect the liquidity of the stock's  trading market and our
ability to raise capital through future offerings of capital stock.

OVER 70 MILLION,  OR MORE THAN 70%, OF OUR TOTAL OUTSTANDING  SHARES MAY BE SOLD
INTO THE MARKET IN THE NEAR  FUTURE.  THIS COULD  CAUSE THE MARKET  PRICE OF OUR
COMMON STOCK TO DROP SIGNIFICANTLY, EVEN IF OUR BUSINESS IS DOING WELL.

                  Approximately   70   million   of   EarthShell's   100,045,166
outstanding  shares  of common  stock are  "restricted  securities"  within  the
meaning of Rule 144 ("Rule 144")  promulgated  under the Securities Act of 1933.
This means that they may not be sold without  first being  registered  under the
Securities Act unless an exemption from registration is available, including the
exemptions  contained in Rule 144. These approximately 70 million shares,  which
are held by current  stockholders,  are eligible for sale  pursuant to Rule 144,
subject  to the  volume  and  manner of sale  limitations  under  Rule  144.  In
addition, we granted "demand" and "piggy-back" registration rights to all of our
stockholders  who owned our preferred  stock and common stock before our initial
public  offering,  including  EKI. We cannot  predict the effect,  if any,  that
public sales of these shares or the availability of shares for sale will have on
the market  price of our common  stock from time to time.  Nevertheless,  if our
stockholders,  and  particularly  our directors and officers,  sell  substantial
amounts of our common  stock in the public  market,  or if the public  perceives
that such sales  could  occur,  this could have an adverse  impact on the market
price of our common stock,  even if there is no relationship  between such sales
and the performance of our business.

OUR CHARTER DOCUMENTS AND DELAWARE LAW INCLUDE  PROVISIONS THAT MAY DISCOURAGE A
POTENTIAL TAKEOVER, EVEN IF IT WOULD BE BENEFICIAL TO OUR STOCKHOLDERS.

                  Our Certificate of  Incorporation  and Bylaws and the Delaware
General  Corporation  Law include  provisions  that may discourage  persons from
pursuing a non-negotiated  takeover of EarthShell and prevent changes of control
under  some  circumstances,  even  if  doing  so  would  be  beneficial  to  our
stockholders.

OUR  PROJECTED   INTERNATIONAL   REVENUES  ARE  SUBJECT  TO  RISKS  INHERENT  IN
INTERNATIONAL BUSINESS ACTIVITIES.

                  We  expect  sales of our  products  and  services  in  foreign
countries  to account for a material  portion of our  revenues.  These sales are
subject to risks inherent in international business activities, including:

o        any adverse change in the political or economic  environments in these
         countries;

o        economic  instability;

o        any adverse  change in tax,  tariff and trade or other regulations;

o        the  absence  or  significant  lack  of  legal  protection  for
         intellectual  property  rights;

o        exposure to exchange rate risk for  revenues which are denominated in
         currencies other than U.S. dollars; and

o        difficulties in managing joint venture businesses spread over various
         jurisdictions.

         Our revenues could be substantially  less than we expect if these risks
affect our  ability  to  successfully  sell our  products  in the  international
market.

                                   THE COMPANY

         Our principal  executive  offices are located at 9020  Junction  Drive,
Suite D, Annapolis  Junction,  Maryland 20701,  telephone number (301) 957-1300.
Additional information regarding EarthShell is set forth in our Annual Report on
Form 10-K for the year ended  December 31, 1999 and in our  Quarterly  Report on
Form 10-Q for the  quarter  ended  March 31,  2000,  which are  incorporated  by
reference into this reoffer prospectus.

                                 USE OF PROCEEDS

         We will not  receive any of the  proceeds  from the sale by the Selling
Stockholders of their securities.

                              SELLING STOCKHOLDERS

         Annex 1 to this  reoffer  prospectus  is a table,  as of June 1,  2000,
which shows:

o        the name of each Selling Stockholder and his or her relationship to
         EarthShell during  the last  three  years;

o        the  number  of shares  of our  common  stock beneficially owned by
         each Selling Stockholder prior to this offering (assuming that all
         options to acquire shares are exercisable immediately);

o        the  number of  shares  of  common  stock  offered  pursuant  to this
         reoffer prospectus by each Selling  Stockholder;  and

o        the amount and the percentage of our common stock that each Selling
         Stockholder will own after completion of this offering (assuming all of
         the  outstanding  options under the Plans are exercised,  all of the
         shares acquired are sold, no additional shares are  acquired and no
         shares,  other than those  offered pursuant to this reoffer prospectus,
         are sold).

         Annex 1 may be amended or supplemented from time to time.

                              PLAN OF DISTRIBUTION

         The Selling  Stockholders may sell securities  offered pursuant to this
reoffer  prospectus on the Nasdaq  National Market or otherwise at prices and on
terms then prevailing,  or at prices related to the then current market price or
in negotiated transactions. In addition, the Selling Stockholders may sell under
Rule  144  promulgated  under  the  Securities  Act of  1933,  as  amended,  any
securities  covered by this reoffer prospectus which qualify for sale under Rule
144 rather than  pursuant to this  reoffer  prospectus.  We will not receive any
part of the proceeds of the sales made hereunder.  All expenses  associated with
this  reoffer  prospectus  are  being  borne by us,  but all  selling  and other
expenses  incurred  by a  Selling  Stockholder  will be  borne  by such  Selling
Stockholder.

         The securities may be:

o        sold by reducing the amount of shares of common stock or other property
         otherwise issuable to a Selling Stockholder pursuant to an option;

o        purchased by a broker or dealer as principal and resold by such broker
         or dealer for its account pursuant to this reoffer prospectus; and

o        sold in ordinary brokerage transactions and transactions in which the
         broker solicits purchases.

         In  effecting  sales,   brokers  or  dealers  engaged  by  the  Selling
Stockholders  may arrange for other brokers or dealers to  participate.  Selling
Stockholders also may, from time to time, authorize underwriters acting as their
agents to offer and sell  securities  upon the terms and conditions set forth in
any  prospectus  supplement.  Underwriters,  brokers  or  dealers  will  receive
commissions or discounts from Selling  Stockholders  in amounts to be negotiated
immediately prior to sale. These underwriters,  brokers or dealers and any other
participating  brokers or dealers may be deemed to be "underwriters"  within the
meaning of the Securities Act of 1933, as amended, in connection with such sales
and any discounts and  commissions  received by them. If so, any profit realized
by the  brokers or dealers on the resale of the  securities  may be deemed to be
underwriting  discounts and  commissions  under the  Securities  Act of 1933, as
amended.

         We cannot  assure you that any of the Selling  Stockholders  will offer
for  sale  or  sell  any or  all  of the  securities  covered  by  this  reoffer
prospectus.

              WHERE YOU CAN FIND MORE INFORMATION ABOUT EARTHSHELL

         We are  subject to the  informational  requirements  of the  Securities
Exchange Act of 1934 and  accordingly  must file reports,  proxy  statements and
other information with the Securities and Exchange  Commission.  You may inspect
and copy these reports,  proxy  statements  and other  information at the public
reference  facilities of the Commission,  in Room 1024, 450 Fifth Street,  N.W.,
Washington,  D.C.  20549; 7 World Trade Center,  Suite 1300, New York, New York,
10048;  and Citicorp  Center,  500 West  Madison  Street,  Suite 1400,  Chicago,
Illinois  60661.  You may also obtain copies of these  materials from the public
reference section of the Commission at 450 Fifth Street, N.W., Washington,  D.C.
20549, at prescribed  rates.  You may call the Commission at  1-800-SEC-0330  to
obtain further  information  about the operation of the public  reference rooms.
The Commission also maintains an Internet website that contains  reports,  proxy
and information  statements and other information  regarding companies and other
persons that file electronically with the Commission.  The Commission's Internet
website address is http://www.sec.gov.  Our common stock is traded on the Nasdaq
National  Market  under  the  symbol  "ERTH"  and you may  inspect  reports  and
information  that we file at the offices of the Nasdaq National  Market,  1735 K
Street, NW, Washington, D.C. 20006.

         We have filed a registration statement and related exhibits on Form S-8
with the Commission  under the Securities Act of 1933, as amended,  with respect
to  the  securities  covered  by  this  reoffer  prospectus.   The  registration
statement,   which  includes  this  reoffer   prospectus,   contains  additional
information  about  EarthShell  and  the  shares  to  be  sold  by  the  Selling
Stockholders.  You may inspect the  registration  statement and exhibits without
charge at the Commission's offices at 450 Fifth Street, N.W.,  Washington,  D.C.
20549 and you may obtain copies from the Commission at prescribed rates.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The Commission allows us to "incorporate by reference" information that
we file with it, which means that we can disclose  important  information to you
by referring to those documents. The information incorporated by reference is an
important part of this reoffer  prospectus,  and the information that EarthShell
files later with the  Commission  will  automatically  update and supersede this
information.  We incorporate  by reference the following  documents that we have
filed with the  Commission:

o        The  description of our common stock which is set forth in full in our
         Registration Statement on Form S-1 under the caption "Description
         of Capital Stock," as filed with the Commission on March 23, 1998
         (File No. 333-13287);

o        Annual Report on Form 10-K for the year ended December 31, 1999, and

o        Quarterly Report on Form l0-Q for the quarter ended March 31, 2000;

         We are also  incorporating by reference all other reports and documents
that we may file with the Commission  pursuant to Section 13(a),  13(c),  14 and
15(d) of the  Securities  Exchange Act of 1934, as amended,  between the date of
this reoffer prospectus and the termination of the offering of the securities.

         You may  request,  and if you do we will provide at no cost you, a copy
of any of the documents  that we have  incorporated  by reference (not including
the exhibits to the documents, unless the exhibits are specifically incorporated
by reference into those documents or into this reoffer prospectus) by writing or
telephoning us at the following address:

                             EarthShell Corporation
                               800 Miramonte Drive
                      Santa Barbara, California 93109-1419
                                 (805) 897-2294
                       Attention: Chief Financial Officer

         You should rely only on the  information  incorporated  by reference or
provided in this reoffer  prospectus or any  supplement.  We have not authorized
anyone else to provide you with different information.
ANNEX 1

                                                             Shares of Common                        Shares to be
                                                                  Stock                         Beneficially Owned upon
                                  Relationship to              Beneficially        Shares       Completion of Offering
                                  Company During               Owned as of        Offered       ----------------------
Selling Stockholder*             Last Three Years              June 1, 2000        Hereby               Number               Percent
--------------------       -----------------------------     ----------------     -------       ----------------------       -------
Wayne Altomonte            Engineering Manager since                 25,000        25,000                 0                     *
                           February 1999
Richard Baehr              Process Development Manager               10,000        10,000                 0                     *
                           since May 2000
Donna Balinkie             Marketing Director since                  50,000        50,000                 0                     *
                           August 1998
Ellis Barksdale            Engineering Manager since                 36,080        35,000             1,080                     *
                           February 1999
Teasha Blackman(2)         Executive Assistant and                   13,620        12,620             1,000                     *
                           Corporate Governance
                           Specialist since October 1993
Raymond Blimkie            Engineering Manager since                 36,556        35,000             1,556                     *
                           July 1999
Kenneth Bowman             Engineering Manager since                 25,000        25,000                 0                     *
                           December 1998
Holly Burkett              Administrative Assistant                   5,000         5,000                 0                     *
                           since November 1998
Wesley Bush                Vice President of Process                 76,000        75,000             1,000                     *
                           Engineering since March 2000
                           and Director of Process
                           Engineering since July 1998
Laird Cagan                Senior Vice President,                   131,000       131,000                 0                     *
                           Corporate Development from
                           December 1995 to October 1996
Louis Cumbo                Manufacturing Engineer since              10,000        10,000                 0                     *
                           May 1999
John Daoud(3)              Corporate Secretary since May             97,160        97,160                 0                     *
                           1996 and Director
Virginia Dee               Administrative Assistant                   5,100         5,000               100                     *
                           since March 1999
Richard DiPasquale         Chief Technology Officer                  30,000        30,000                 0                     *
                           since April 2000
Edward Ducote              Engineering Manager since                 35,425        35,000               425                     *
                           November 1998
Michael Eckenrode          Senior Accountant since May                5,215         5,000               215                     *
                           1999
Karen Gatzke               Communications Specialist                 10,000        10,000                 0                     *
                           since April 2000
Jon Handrock               Manufacturing Engineer since              25,000        25,000                 0                     *
                           December 1998
Thomas Hanley              Manufacturing Engineer since              10,000        10,000                 0                     *
                           August 1999
Simon K. Hodson            Chief Executive Officer and              521,960        20,960           501,000                     *
                           Vice Chairman of the Board,
                           President from October 1997
                           to March 1998 and since
                           mid-May, 1999
D. Scott Houston(4)        Chief Financial Officer from             542,000       542,000                 0                     *
                           July 1993
Andrew Jeanneret           Vice President of Finance                 75,000        75,000                 0                     *
                           from March to June 2000 and
                           Controller from August 1998
                           to March 2000
Andrew Jackson             Accounting Assistant since                 5,000         5,000                 0                     *
                           March 1999
Essam Khashoggi(5)         Chairman of the Board                 69,060,083        70,960        68,989,123                 69.0%

Karim Khashoggi            Vice-President, International             26,200        26,200                 0                     *
                           Marketing from September 1995
                           to October 1997 and
                           Consultant since October 1997
Layla Khashoggi            Director since November 1992              70,960        70,960                 0                     *

Matthew Laine(6)           Manufacturing Engineer since              18,000        18,000                 0                     *
                           May 1999
William A. Marquard        Director from July 1994 to                75,891        45,960            29,931                     *
                           May 2000
Howard J. Marsh            Director since May 2000                   51,000        50,000             1,000                     *

Steve Mathey               Engineering Manager since                 10,000        10,000             1,184                     *
                           December 1998
William Mooney             Engineering Manager since                 26,000        25,000             1,000                     *
                           January 1999
John Nevling               Product Manager since                     36,000        35,000             1,000                     *
                           September 1998
Robin O'Dell               Vice President of Research &              75,000        75,000                 0                     *
                           Development since March 2000,
                           Director of Technology since
                           August 1999
Graham Phillips(1)         Consultant since November                262,000       262,000                 0                     *
                           1997, Director from November
                           1997 to  December  1998,
                           President  from May 1996 to
                           October 1997,  Senior Vice
                           President  Marketing from
                           January 1993 to May 1996
James Rogers               Engineering Manager since                 35,300        35,000               300                     *
                           January 1999
Jerold H. Rubinstein       Director since July 1994                  70,960        70,960                 0                     *

Lynn Scarlett              Director since May 1999                   50,000        50,000                 0                     *

Jeffrey Spilman            Engineering Manager since                 10,000        10,000                 0                     *
                           December 1998
Derek Tarrant              Engineering Manager since                 35,000        35,000                 0                     *
                           March 1999
Vincent J. Truant          Senior Vice President of                 296,000       295,000              1000                     *
                           Marketing, Environmental
                           Affairs and Public Relations
                           since May 1998
Maria Tumbokon             Manufacturing Engineer since              10,000        10,000                 0                     *
                           April 1999
Marcia Uranga              Manufacturing Engineer since              10,000        10,000                 0                     *
                           March 1999
Karl Van Tine              Manufacturing Engineer since              10,500        10,000               500                     *
                           July 1999
--------------------------------------------------------------------------------
*    UNLESS OTHERWISE  INDICATED BY FOOTNOTE  FOLLOWING A SELLING  STOCKHOLDER'S
     NAME, ALL OPTIONS ISSUED TO SUCH SELLING  STOCKHOLDER WERE ISSUED UNDER THE
     1995 STOCK INCENTIVE PLAN

(1)  Includes  only  options to purchase  shares of common stock issued under
     the 1994 Stock Option Plan.

(2)  Includes  options to purchase  2,636  shares of common stock under the 1994
     Stock  Option Plan and options to purchase  10,000  shares of common  stock
     under the 1995 Stock Incentive Plan.

(3)  Includes  options to purchase  25,000  shares of Common stock issued to Mr.
     Daoud in his  capacity as an officer of EKI and options to purchase  72,160
     shares of common stock under the 1995 Stock Incentive Plan.

(4)  Includes  options to purchase 137,550 shares of common stock under the 1994
     Stock  Option Plan and options to purchase  404,450  shares of common stock
     under the 1995 Stock Incentive Plan.

(5)  Includes  options to purchase  70,960 shares of common stock under the 1995
     Stock Incentive Plan.  Includes 57,694,130 shares held by EKI, in which Mr.
     Khashoggi owns a controlling interest. Also includes 11,294,993 shares held
     by other entities,  including Concrete Technology Corporation, in which Mr.
     Khashoggi also has a controlling  interest.  Mr.  Khashoggi has sole voting
     and  dispositive  power with respect to all such  69,080,083  shares and is
     therefore deemed to be the beneficial owner of such shares.

(6)  Includes  options to purchase  4,000  shares of Common  stock issued to Mr.
     Laine in his capacity as an employee of EKI.

*    Represents  less than 1% of issued  and  outstanding  shares of our  common
     stock.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Commission allows us to "incorporate by reference" information that
we file with it, which means that we can disclose  important  information to you
by referring to those documents. The information incorporated by reference is an
important part of this reoffer  prospectus,  and the information that EarthShell
files later with the  Commission  will  automatically  update and supersede this
information.  We incorporate  by reference the following  documents that we have
filed with the  Commission:

o        The  description of our common stock which is set forth in full in our
         Registration Statement on Form S-1 under the caption "Description
         of Capital Stock," as filed with the Commission on March 23, 1998
         (File No. 333-13287);

o        Annual Report on Form 10-K for the year ended December 31, 1999, and

o        Quarterly Report on Form l0-Q for the quarter ended March 31, 2000;

         We are also  incorporating by reference all other reports and documents
that we may file with the Commission  pursuant to Section 13(a),  13(c),  14 and
15(d) of the  Securities  Exchange Act of 1934, as amended,  between the date of
this reoffer prospectus and the termination of the offering of the securities.

         You may  request,  and if you do we will provide at no cost you, a copy
of any of the documents  that we have  incorporated  by reference (not including
the exhibits to the documents, unless the exhibits are specifically incorporated
by reference into those documents or into this reoffer prospectus) by writing or
telephoning us at the following address:

                             EarthShell Corporation
                               800 Miramonte Drive
                      Santa Barbara, California 93109-1419
                                 (805) 897-2294
                       Attention: Chief Financial Officer

         Upon  written or oral request to us at the same  address,  we will also
provide  participants  with  copies of all  documents  that we are  required  to
deliver to our employees pursuant to Rule 428(b) of the Securities Act.

         You should rely only on the  information  incorporated  by reference or
provided in this registration  statement.  We have not authorized anyone else to
provide you with different information.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         EarthShell  is a  Delaware  corporation.  Section  145 of the  Delaware
General  Corporation  Law  (the  "DGCL")  empowers  a  Delaware  corporation  to
indemnify officers and directors of a corporation in terms sufficiently broad to
indemnify  our  officers  and  directors   under  certain   circumstances   from
liabilities  (including  reimbursement for expenses  incurred) arising under the
Securities Act. Our Charter and Bylaws provide, in effect,  that, to the fullest
extent and under the circumstances permitted by Section 145 of the DGCL, we will
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil,  criminal,  administrative or  investigative,  by reason of the fact that
such person is a director or officer of  EarthShell  or is or was serving at the
request of  EarthShell  as a director  or  officer  of  another  corporation  or
enterprise.  We may, in our  discretion,  similarly  indemnify our employees and
agents.  The Charter  relieves our directors from monetary  damages to us or our
stockholders  for breach of a  director's  fiduciary  duty as a director  to the
fullest  extent  permitted by the DGCL.  Under Section  102(b)(7) of the DGCL, a
corporation   may  relieve  its  directors  from  personal   liability  to  such
corporation  or its  stockholders  for monetary  damages for any breach of their
fiduciary duty as directors  except for the  following:

o        breach of the duty of loyalty;

o        failure to act in good faith;

o        intentional  misconduct or knowing violation of law;

o        willful or negligent  violation of certain provisions in the DGCL that
         impose certain requirements with respect to stock repurchases,
         redemption and dividends; or

o        any transactions from which the director derived an improper personal
         benefit.

         Depending upon the character of the proceeding,  under Delaware law, we
may indemnify our directors and officers against expenses (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred  in  connection  with any  action,  suit or  proceeding  if the  person
indemnified acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to our best  interests,  and,  with respect to any criminal
action or  proceeding,  had no cause to believe his or her conduct was unlawful.
To the extent that one of our  directors  or  officers  has been  successful  in
defending any action, suit or proceeding referred to above, we will be obligated
to indemnify him or her against  expenses  (including  attorneys' fees) actually
and reasonably incurred in connection therewith.

         We maintain an insurance  policy  pursuant to which our  directors  and
officers are insured,  within the limits and subject to the  limitations  of the
policy,  against  certain  expenses  incurred in connection  with the defense of
certain claims,  actions,  suits or proceedings,  and certain  liabilities which
might be imposed as a result of such claims, actions, suits or proceedings.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

Exhibit No.     Description
-----------     -----------

  5.1           Opinion of Gibson, Dunn & Crutcher LLP

  23.1          Consent of Deloitte & Touche LLP

  23.2          Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)

  24.1          Power of Attorney (included on Signature Page)

  99.1          Specimen certificate of Common Stock (1)

  99.2          EarthShell Container Corporation 1994 Stock Option Plan (1)

  99.3          EarthShell Container Corporation 1995 Stock Incentive Plan (1)

  99.4          First Amendment to 1995 Stock Incentive Plan of EarthShell
                Container Corporation (2)

  99.5          Second Amendment to 1995 Stock Incentive Plan of EarthShell
                Container Corporation (1)

  99.6          Third Amendment to 1995 Stock Incentive Plan of EarthShell
                Container Corporation (3)

  99.7          Fourth Amendment to 1995 Stock Incentive Plan of EarthShell
                Corporation (3)

  99.8          Fifth Amendment to 1995 Stock Incentive Plan of EarthShell
                Corporation

  99.9          Form of Stock Option Agreement under the EarthShell Container
                Corporation 1994 Stock Option Plan (1)

  99.10         Form of Stock Incentive Agreement under the EarthShell Container
                Corporation 1995 Stock Incentive Plan (1)

1    Filed as an exhibit to  EarthShell's  Registration  Statement  on Form S-1,
     filed on March  23,  1998  (File  No.  133-13287),  incorporated  herein by
     reference.

2    Filed as an exhibit to  EarthShell's  Annual  Report on Form 10-K (File No.
     000-23567) for the fiscal year ended December 31, 1998, incorporated herein
     by reference.

3    Filed as part of  EarthShell's  Definitive  Proxy Statement on Schedule 14A
     dated  April 23,  1999  (File No.  000-23567)  for its  annual  meeting  of
     stockholders, and incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.

         (a)      EarthShell hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
        being made, a post-effective amendment to this registration statement to
        include  any   material   information   with  respect  to  the  plan  of
        distribution not previously  disclosed in the registration  statement or
        any material change to such information in the registration statement;

                  (2) That, for the purpose of determining  any liability  under
        the Securities Act of 1933, each such post-effective  amendment shall be
        deemed to be a new  registration  statement  relating to the  securities
        offered therein,  and the offering of such securities at that time shall
        be deemed to be the initial BONA FIDE offering thereof.

                  (3) To remove from  registration by means of a  post-effective
        amendment any of the securities being registered,  which remain,  unsold
        at the termination of the offering.

         (b) EarthShell  hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933,  each filing of EarthShell's  annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant  to  Section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities  at the time shall be deemed to be the initial BONA
FIDE offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of  EarthShell  pursuant  to the  foregoing  provisions,  or  otherwise,
EarthShell  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the payment by  EarthShell  of expenses
incurred or paid by a director,  officer or controlling  person of EarthShell in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, EarthShell will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the city of Santa Barbara, State of California, on this 12th day
of May, 2000.

                             EARTHSHELL CORPORATION

                             By:/s/ Simon K. Hodson
                             -----------------------------------------
                             Simon K. Hodson
                             Vice Chairman of the Board, President and
                             Chief Executive Officer
POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Simon  K.   Hodson   and  D.   Scott   Houston   his  or  her  true  and  lawful
attorneys-in-fact   and  agents,   each  acting  alone,   with  full  powers  of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  each acting alone, full powers and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as he might,  or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents,  each acting alone,  or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
Signature                                      Title                                    Date
/s/  Essam Khashoggi                      Chairman of the Board                        May 12, 2000
 -------------------------------
    Essam Khashoggi

 /s/  Simon K. Hodson                      Vice Chairman of the Board,                  May 12, 2000
 -------------------------------
    Simon K. Hodson                           President and Chief Executive
                                              Officer (Principal Executive
                                              Officer)

 /s/  D. Scott Houston                     Chief Financial Officer and                  May 12, 2000
 -------------------------------
    D. Scott Houston                          Secretary (Principal Financial
                                              and Accounting Officer)

 /s/  John Daoud                           Director                                     May 12, 2000
 -------------------------------
    John Daoud

 /s/  Layla Khashoggi                      Director                                     May 12, 2000
 -------------------------------
    Layla Khashoggi

 /s/  Howard J. Marsh                      Director                                     May 12, 2000
 -------------------------------
    Howard J. Marsh

 /s/  Lynn Scarlett                        Director                                     May 12, 2000
 -------------------------------
    Lynn Scarlett