SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                              ------------------

                                   FORM 8-K

                                CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15(d) of the
                       SECURITIES EXCHANGE ACT OF 1934

                              December 30, 2005

                            EARTHSHELL CORPORATION
              (Exact Name of Registrant as Specified in Charter)


          Delaware                     333-13287                77-0322379
(State or other jurisdiction          (Commission              (IRS Employer
     of incorporation)                File Number)           Identification No.)


    1301 York Road, Suite 200, Lutherville, Maryland                  21093
        (Address of principal executive offices)                    (Zip code)
                     (410) 847-9420
   Registrant's telephone number, including area code:



                                Not Applicable
        (Former Name or Former Address, If Changed Since Last Report)

Check  the  appropriate  box  below if the  Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing  obligation of the registrant  under any of
the following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01 Entry into a Material Definitive Agreement.

      On December 30, 2005,  EarthShell  Corporation (the "Company"),  entered
into a  Securities  Purchase  Agreement  with  Cornell  Capital  Partners,  LP
("Cornell"),   pursuant  to  which  the  Company  issued  to  Cornell  secured
convertible   debentures   in  the  principal   amount  of   $4,500,000   (the
"Convertible  Debentures").  The Convertible  Debentures  shall be convertible
into shares of the  Company's  common  stock,  par value  $0.001 (the "Common
Stock").  The Company  received  the  proceeds of the sale of the  Convertible
Debentures on January 6, 2006.

      The  Convertible  Debentures  are  secured  by (i) a Pledge  and  Escrow
Agreement  among the  Company,  Cornell,  and David  Gonzalez,  Esq.,  (ii) an
Insider Pledge Agreement among the Company Cornell,  David Gonzalez,  Esq. and
a  shareholder  of the  Company  and (iii) an Amended  and  Restated  Security
Agreement  between the Company and Cornell.  The  Convertible  Debentures  are
secured by substantially all of the Company's  assets,  have a three-year term
and accrue interest at 12% per annum.  Cornell is entitled,  at its option, to
convert,  and sell all or any part of the principal  amount of the Convertible
Debentures,  plus accrued interest, into shares of the Company's Common Stock,
at the lesser of (i) a price  equal to $3.00 or (ii) 88% of the average of the
2 lowest  Volume  Weighted  Average  Price of the Common  Stock  during the 10
trading  days   immediately   preceding  the  Conversion  Date  as  quoted  by
Bloomberg, LP.

      The Company may redeem,  with three business days advance written notice
to  Cornell,  a portion  or all  amounts  outstanding  under  the  Convertible
Debentures  prior to the maturity  date provided that the closing bid price of
the of the Company's Common Stock, as reported by Bloomberg,  LP, is less than
$3.00 at the time of the  redemption  notice.  The Company shall pay an amount
equal to the principal  amount being redeemed plus a redemption  premium equal
to 10% of the principal  amount being redeemed,  and accrued  interest,  to be
delivered  to the  Cornell  on the third  business  day  after the  redemption
notice,  provided,  however,  this redemption premium does not apply until the
outstanding principal balance of the Convertible  Debentures have been reduced
by $2.5 million.

      On  December  30,  2005,  the  Company  issued to  Cornell a warrant  to
purchase  up to 350,000  shares of Common  Stock.  The warrant has an exercise
price of $4.00 per share and  expires  two years from the date it was  issued.
In addition, in connection with the Company's sale of Convertible  Debentures,
the Company  issued to a shareholder  of the Company in  consideration  of his
pledge of shares of common stock of another  company  pursuant to the terms of
the Insider Pledge and Escrow  Agreement dated December 30, 2005, a warrant to
purchase  up to 125,000  shares of Common  Stock.  The warrant has an exercise
price of $4.00 per share and expires three years from the date it was issued.

Item 1.02   Termination of a Material Definitive Agreement.

      On December 30, 2005, the Company  entered into a Termination  Agreement
(the "SEDA Termination Agreement") with Cornell,  whereby that certain Standby
Equity Distribution Agreement,  and the related Registration Rights Agreement,
and  Placement  Agent  Agreement,  all  dated  as  of  March  23,  2005,  were
terminated.  In connection  with the Standby  Equity  Distribution  Agreement,
the Company  issued to Cornell  143,550  shares of the Company's  common stock
and in connection  with the Placement Agent  Agreement,  the Company issued to
Sloan  Securities  Corp.,  as Placement  Agent,  6,450 shares of the Company's
common stock,  which have not been cancelled and have piggy-back  registration
rights.

Item 3.02. Unregistered Sales of Equity Securities.

      See Item 1.01 above.

Item 9.01. Financial Statements and Exhibits.

      (a) Not applicable

      (b) Not applicable

      (c) Exhibit No. Description


                                       2
<PAGE>

<TABLE>
<CAPTION>
<S>            <C>                                                                                       <C>
Exhibit        Description                                                                              Location
-------        -----------                                                                              --------

Exhibit 10.1   Securities  Purchase Agreement dated as of December 30, 2005, by and between EarthShell  Provided herewith
               Corporation and Cornell Capital Partners, LP

Exhibit 10.2   Investor Registration Rights Agreement dated as of December 30, 2005 by and between      Provided herewith
               EarthShell Corporation and Cornell Capital Partners, LP

Exhibit 10.3   Secured Convertible Debenture dated as of December 30, 2005, issued to Cornell Capital   Provided herewith
               Partners, LP

Exhibit 10.4   Amended and Restated Security Agreement dated as of December 30, 2005, by and  between   Provided herewith
               EarthShell Corporation and Cornell Capital Partners, LP

Exhibit 10.5   Warrant dated as of December 30, 2005 issued to Cornell Capital Partners, LP             Provided herewith

Exhibit 10.6   Pledge and Escrow Agreement dated as of December 30, 2005 among EarthShell               Provide herewith
               Corporation, Cornell Capital Partners, LP and David Gonzalez, Esq.

Exhibit 10.7   Escrow Agreement dated December 30, 2005 among EarthShell Corporation, Cornell Capital   Provided herewith
               Partners, LP and David Gonzalez, Esq.

Exhibit 10.8   Irrevocable Transfer Agent Instructions dated as of December 30, 2005, by and between    Provided herewith
               EarthShell Corporation and Cornell Capital Partners, LP

Exhibit 10.9   Insider Pledge and Escrow Agreement dated December 30, 2005 by and among EarthShell      Provided herewith
               Corporation, Cornell Capital Partners, LP, David Gonzalez, Esq. and Benton Wilcoxon

Exhibit 10.10  Termination Agreement dated December 30, 2005 by and between EarthShell Corporation,     Provided herewith
               Cornell Capital Partners, LP and Sloan Securities Corporation

Exhibit 10.12  Irrevocable Transfer Agent Instructions dated as of December 30, 2005 by and between     Provided herewith
               EarthShell Corporation, Cornell Capital Partners, LP and David Gonzalez, Esq.
               regarding the Convertible Debentures

Exhibit 10.13  Form of Lockup Agreement                                                                 Provided herewith
</TABLE>


                                       3
<PAGE>

                                  SIGNATURES

      Pursuant to the requirements of the Securities  Exchange Act of 1934, as
amended,  the  Registrant  has duly  caused  this  report  to be signed on its
behalf by the undersigned hereunto duly authorized.

Date: January 11, 2006                        EARTHSHELL CORPORATION


                                              By:    /s/ Scott Houston
                                                     ------------------------
                                              Name:  Scott Houston
                                              Title: Chief Financial Officer

                                       4
{"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": "8-K", "act": "34", "file-number": "000-23567", "film-number": "06525517"}, "business-address": {"street1": "3916 STATE STREET", "street2": "SUITE 110", "city": "SANTA BARBARA", "state": "CA", "zip": "93105", "phone": "805.563.7590"}, "mail-address": {"street1": "3916 STATE STREET", "street2": "SUITE 110", "city": "SANTA BARBARA", "state": "CA", "zip": "93105"}, "former-company": {"former-conformed-name": "EARTHSHELL CONTAINER CORP", "date-changed": "19960521"}}
SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                              ------------------

                                   FORM 8-K

                                CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15(d) of the
                       SECURITIES EXCHANGE ACT OF 1934

                              December 30, 2005

                            EARTHSHELL CORPORATION
              (Exact Name of Registrant as Specified in Charter)

          Delaware                     333-13287                77-0322379
(State or other jurisdiction          (Commission              (IRS Employer
     of incorporation)                File Number)           Identification No.)

    1301 York Road, Suite 200, Lutherville, Maryland                  21093
        (Address of principal executive offices)                    (Zip code)
                     (410) 847-9420
   Registrant's telephone number, including area code:

                                Not Applicable
        (Former Name or Former Address, If Changed Since Last Report)

Check  the  appropriate  box  below if the  Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing  obligation of the registrant  under any of
the following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.

      On December 30, 2005,  EarthShell  Corporation (the "Company"),  entered
into a  Securities  Purchase  Agreement  with  Cornell  Capital  Partners,  LP
("Cornell"),   pursuant  to  which  the  Company  issued  to  Cornell  secured
convertible   debentures   in  the  principal   amount  of   $4,500,000   (the
"Convertible  Debentures").  The Convertible  Debentures  shall be convertible
into shares of the  Company's  common  stock,  par value  $0.001 (the "Common
Stock").  The Company  received  the  proceeds of the sale of the  Convertible
Debentures on January 6, 2006.

      The  Convertible  Debentures  are  secured  by (i) a Pledge  and  Escrow
Agreement  among the  Company,  Cornell,  and David  Gonzalez,  Esq.,  (ii) an
Insider Pledge Agreement among the Company Cornell,  David Gonzalez,  Esq. and
a  shareholder  of the  Company  and (iii) an Amended  and  Restated  Security
Agreement  between the Company and Cornell.  The  Convertible  Debentures  are
secured by substantially all of the Company's  assets,  have a three-year term
and accrue interest at 12% per annum.  Cornell is entitled,  at its option, to
convert,  and sell all or any part of the principal  amount of the Convertible
Debentures,  plus accrued interest, into shares of the Company's Common Stock,
at the lesser of (i) a price  equal to $3.00 or (ii) 88% of the average of the
2 lowest  Volume  Weighted  Average  Price of the Common  Stock  during the 10
trading  days   immediately   preceding  the  Conversion  Date  as  quoted  by
Bloomberg, LP.

      The Company may redeem,  with three business days advance written notice
to  Cornell,  a portion  or all  amounts  outstanding  under  the  Convertible
Debentures  prior to the maturity  date provided that the closing bid price of
the of the Company's Common Stock, as reported by Bloomberg,  LP, is less than
$3.00 at the time of the  redemption  notice.  The Company shall pay an amount
equal to the principal  amount being redeemed plus a redemption  premium equal
to 10% of the principal  amount being redeemed,  and accrued  interest,  to be
delivered  to the  Cornell  on the third  business  day  after the  redemption
notice,  provided,  however,  this redemption premium does not apply until the
outstanding principal balance of the Convertible  Debentures have been reduced
by $2.5 million.

      On  December  30,  2005,  the  Company  issued to  Cornell a warrant  to
purchase  up to 350,000  shares of Common  Stock.  The warrant has an exercise
price of $4.00 per share and  expires  two years from the date it was  issued.
In addition, in connection with the Company's sale of Convertible  Debentures,
the Company  issued to a shareholder  of the Company in  consideration  of his
pledge of shares of common stock of another  company  pursuant to the terms of
the Insider Pledge and Escrow  Agreement dated December 30, 2005, a warrant to
purchase  up to 125,000  shares of Common  Stock.  The warrant has an exercise
price of $4.00 per share and expires three years from the date it was issued.

Item 1.02   Termination of a Material Definitive Agreement.

      On December 30, 2005, the Company  entered into a Termination  Agreement
(the "SEDA Termination Agreement") with Cornell,  whereby that certain Standby
Equity Distribution Agreement,  and the related Registration Rights Agreement,
and  Placement  Agent  Agreement,  all  dated  as  of  March  23,  2005,  were
terminated.  In connection  with the Standby  Equity  Distribution  Agreement,
the Company  issued to Cornell  143,550  shares of the Company's  common stock
and in connection  with the Placement Agent  Agreement,  the Company issued to
Sloan  Securities  Corp.,  as Placement  Agent,  6,450 shares of the Company's
common stock,  which have not been cancelled and have piggy-back  registration
rights.

Item 3.02. Unregistered Sales of Equity Securities.

      See Item 1.01 above.

Item 9.01. Financial Statements and Exhibits.

      (a) Not applicable

      (b) Not applicable

      (c) Exhibit No. Description

                                       2
Exhibit        Description                                                                              Location
-------        -----------                                                                              --------

Exhibit 10.1   Securities  Purchase Agreement dated as of December 30, 2005, by and between EarthShell  Provided herewith
               Corporation and Cornell Capital Partners, LP

Exhibit 10.2   Investor Registration Rights Agreement dated as of December 30, 2005 by and between      Provided herewith
               EarthShell Corporation and Cornell Capital Partners, LP

Exhibit 10.3   Secured Convertible Debenture dated as of December 30, 2005, issued to Cornell Capital   Provided herewith
               Partners, LP

Exhibit 10.4   Amended and Restated Security Agreement dated as of December 30, 2005, by and  between   Provided herewith
               EarthShell Corporation and Cornell Capital Partners, LP

Exhibit 10.5   Warrant dated as of December 30, 2005 issued to Cornell Capital Partners, LP             Provided herewith

Exhibit 10.6   Pledge and Escrow Agreement dated as of December 30, 2005 among EarthShell               Provide herewith
               Corporation, Cornell Capital Partners, LP and David Gonzalez, Esq.

Exhibit 10.7   Escrow Agreement dated December 30, 2005 among EarthShell Corporation, Cornell Capital   Provided herewith
               Partners, LP and David Gonzalez, Esq.

Exhibit 10.8   Irrevocable Transfer Agent Instructions dated as of December 30, 2005, by and between    Provided herewith
               EarthShell Corporation and Cornell Capital Partners, LP

Exhibit 10.9   Insider Pledge and Escrow Agreement dated December 30, 2005 by and among EarthShell      Provided herewith
               Corporation, Cornell Capital Partners, LP, David Gonzalez, Esq. and Benton Wilcoxon

Exhibit 10.10  Termination Agreement dated December 30, 2005 by and between EarthShell Corporation,     Provided herewith
               Cornell Capital Partners, LP and Sloan Securities Corporation

Exhibit 10.12  Irrevocable Transfer Agent Instructions dated as of December 30, 2005 by and between     Provided herewith
               EarthShell Corporation, Cornell Capital Partners, LP and David Gonzalez, Esq.
               regarding the Convertible Debentures

Exhibit 10.13  Form of Lockup Agreement                                                                 Provided herewith
3
SIGNATURES

      Pursuant to the requirements of the Securities  Exchange Act of 1934, as
amended,  the  Registrant  has duly  caused  this  report  to be signed on its
behalf by the undersigned hereunto duly authorized.

Date: January 11, 2006                        EARTHSHELL CORPORATION

                                              By:    /s/ Scott Houston
                                                     ------------------------
                                              Name:  Scott Houston
                                              Title: Chief Financial Officer

                                       4