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

                                  June 30, 2006

                             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 July 12, 2006,  EarthShell  Corporation (the "Company")  entered into a
Letter Agreement (the "Agreement") with Cornell Capital Partners, LP ("Cornell")
pursuant to which Cornell has agreed to forbear from  exercising  certain rights
and remedies under that certain Secured  Convertible  Debenture,  dated December
30,  2005 (the  "Debenture")  and that  certain  Registration  Rights  Agreement
("RRA"), of even date with the Debenture (the Agreement,  Debenture, RRA and all
other agreements,  contacts,  instruments or other items delivered in connection
with the Debenture are collectively referred to as the "Transaction  Documents")
in exchange for the issuance by the Company to Cornell of 250,000  shares of the
Company's common stock, par value $0.001 per share (the "Shares").

      The Company has  acknowledged  in the  Agreement  that an event of default
under the Debenture  (the  "Default")  had occurred as of June 30, 2006 with the
Company failing to obtain  effectiveness  with the U.S.  Securities and Exchange
Commission (the "SEC") of that certain  Registration  Statement originally filed
with the SEC on February 14, 2006 (the  "Registration  Statement") that contains
the common stock underlying the Debenture.  The Company also  acknowledged  that
Cornell is  entitled to  liquidated  damages  equal to one  percent  (1%) of the
liquidated  value of the Debenture for each thirty (30) day period after May 31,
2006.  Pursuant  to the  Agreement,  Cornell  has  agreed to waive the  Default,
including all liquidated  damages that may have accrued  through the date of the
Agreement and during the Forbearance  Period (as defined below), in exchange for
the Shares and the Company  obtaining the effectiveness by September 30, 2006 of
the Registration Statement.

      Furthermore,  Cornell  has  agreed not to make any  conversions  under the
Debenture  until the  earlier of  September  30, 2006 or the  expiration  of the
Forbearance Period,  which such Forbearance Period shall commence on the date of
the execution of the Agreement and continue for so long as the Company  strictly
complies with the terms of the Agreement and there is no occurrence or existence
of any event of default other than the Default under the  Transaction  Documents
or any other  agreement  that the  Company has entered  into with  Cornell.  The
Shares shall have piggy-back registration rights and Cornell shall also have the
right to demand the  registration of the Shares by providing to the Company with
thirty (30) days prior written notice of such request.

Item 2.04.  Triggering  Events That  Accellerate or Increase a Direct  Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.


      See Item 1.01 above.

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) Not applicable

      (d) Exhibit No. Description:

<TABLE>
<CAPTION>
Exhibit              Description                                                     Location
<S>                  <C>                                                             <C>
  Exhibit 10.1       Form of Letter Agreement, dated July 12, 2006, by and between   Provided herewith
                     EarthShell Corporation and Cornell Capital Partners, LP
</TABLE>


                                       2
<PAGE>

                                   SIGNATURES

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

Date:    July 17, 2006                   EARTHSHELL CORPORATION


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


                                       3
{"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": "06967805"}, "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

                                  June 30, 2006

                             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 July 12, 2006,  EarthShell  Corporation (the "Company")  entered into a
Letter Agreement (the "Agreement") with Cornell Capital Partners, LP ("Cornell")
pursuant to which Cornell has agreed to forbear from  exercising  certain rights
and remedies under that certain Secured  Convertible  Debenture,  dated December
30,  2005 (the  "Debenture")  and that  certain  Registration  Rights  Agreement
("RRA"), of even date with the Debenture (the Agreement,  Debenture, RRA and all
other agreements,  contacts,  instruments or other items delivered in connection
with the Debenture are collectively referred to as the "Transaction  Documents")
in exchange for the issuance by the Company to Cornell of 250,000  shares of the
Company's common stock, par value $0.001 per share (the "Shares").

      The Company has  acknowledged  in the  Agreement  that an event of default
under the Debenture  (the  "Default")  had occurred as of June 30, 2006 with the
Company failing to obtain  effectiveness  with the U.S.  Securities and Exchange
Commission (the "SEC") of that certain  Registration  Statement originally filed
with the SEC on February 14, 2006 (the  "Registration  Statement") that contains
the common stock underlying the Debenture.  The Company also  acknowledged  that
Cornell is  entitled to  liquidated  damages  equal to one  percent  (1%) of the
liquidated  value of the Debenture for each thirty (30) day period after May 31,
2006.  Pursuant  to the  Agreement,  Cornell  has  agreed to waive the  Default,
including all liquidated  damages that may have accrued  through the date of the
Agreement and during the Forbearance  Period (as defined below), in exchange for
the Shares and the Company  obtaining the effectiveness by September 30, 2006 of
the Registration Statement.

      Furthermore,  Cornell  has  agreed not to make any  conversions  under the
Debenture  until the  earlier of  September  30, 2006 or the  expiration  of the
Forbearance Period,  which such Forbearance Period shall commence on the date of
the execution of the Agreement and continue for so long as the Company  strictly
complies with the terms of the Agreement and there is no occurrence or existence
of any event of default other than the Default under the  Transaction  Documents
or any other  agreement  that the  Company has entered  into with  Cornell.  The
Shares shall have piggy-back registration rights and Cornell shall also have the
right to demand the  registration of the Shares by providing to the Company with
thirty (30) days prior written notice of such request.

Item 2.04.  Triggering  Events That  Accellerate or Increase a Direct  Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.

      See Item 1.01 above.

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) Not applicable

      (d) Exhibit No. Description:
Exhibit              Description                                                     Location
Exhibit 10.1       Form of Letter Agreement, dated July 12, 2006, by and between   Provided herewith
                     EarthShell Corporation and Cornell Capital Partners, LP
2
SIGNATURES

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

Date:    July 17, 2006                   EARTHSHELL CORPORATION

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

                                       3