UNITED STATES
                       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

                                February 3, 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:

                                       N/A
                                 --------------
          (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

      Over  the  past  several  months   EarthShell   Corporation,   a  Delaware
corporation  (the  "Company"),  has been in negotiations  with Earthshell  Asia,
Limited,  a Hong Kong limited liabity  company ("EA"),  with respect to a Letter
Agreement (the  "Agreement"),  which would amend a letter  Agreement dated as of
August 22, 2005 (the " Prior  Agreement") as well as a Stock Purchase  Agreement
dated as of August 22, 2005  between the Company and EA. As  currently  drafted,
the Agreement contemplates (i) the Company's sale to EA of 266,667 shares of the
Company's  common stock (166,667 of which had previously been paid for by EA) at
a price of $3.00 per share;  and (ii) the  Company's  sale to EA for $100,000 of
warrants to acquire an  aggregate of 1,033,333  shares of the  Company's  common
stock at an exercise price of $3.90 per share. The shares and the warrants would
ultimately be acquired by various investors affiliated with EA.

      While the Agreement has not yet been fully executed and delivered  (mainly
due to the fact that EA has advised the Company that the group of investors  has
not been  finalized),  the  Company  received  $500,000 in funds from EA and its
investors in August 2005 pursuant to the terms of the Prior  Agreement,  and the
Company received $300,000 in December 2005 pursuant to negotiations  between the
parties  with  respect to the draft  Agreement.  A net  amount of  approximately
$61,000 would still be due from EA under the terms of the Agreement. Pursuant to
its  terms,  the  Agreement  would  be  fully  executed  concurrently  with  the
completion of the  transactions  contemplated by it. As such, the Agreement will
not be deemed fully  executed  until all funds,  shares and  warrants  have been
delivered.  Though the  Company  currently  expects  the draft  Agreement  to be
executed,  and all the  transactions  to be completed  shortly,  there can be no
assurance that this will occur.



ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

       (c)    Exhibits: None.

                                       2
<PAGE>

                                    SIGNATURE

      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.

                                           EARTHSHELL CORPORATION


Date: February 3, 2006                     By:  /s/  D. Scott Houston
                                                ---------------------
                                                Name:  D. 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": "06578626"}, "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"}}
UNITED STATES
                       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

                                February 3, 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:

                                       N/A
                                 --------------
          (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

      Over  the  past  several  months   EarthShell   Corporation,   a  Delaware
corporation  (the  "Company"),  has been in negotiations  with Earthshell  Asia,
Limited,  a Hong Kong limited liabity  company ("EA"),  with respect to a Letter
Agreement (the  "Agreement"),  which would amend a letter  Agreement dated as of
August 22, 2005 (the " Prior  Agreement") as well as a Stock Purchase  Agreement
dated as of August 22, 2005  between the Company and EA. As  currently  drafted,
the Agreement contemplates (i) the Company's sale to EA of 266,667 shares of the
Company's  common stock (166,667 of which had previously been paid for by EA) at
a price of $3.00 per share;  and (ii) the  Company's  sale to EA for $100,000 of
warrants to acquire an  aggregate of 1,033,333  shares of the  Company's  common
stock at an exercise price of $3.90 per share. The shares and the warrants would
ultimately be acquired by various investors affiliated with EA.

      While the Agreement has not yet been fully executed and delivered  (mainly
due to the fact that EA has advised the Company that the group of investors  has
not been  finalized),  the  Company  received  $500,000 in funds from EA and its
investors in August 2005 pursuant to the terms of the Prior  Agreement,  and the
Company received $300,000 in December 2005 pursuant to negotiations  between the
parties  with  respect to the draft  Agreement.  A net  amount of  approximately
$61,000 would still be due from EA under the terms of the Agreement. Pursuant to
its  terms,  the  Agreement  would  be  fully  executed  concurrently  with  the
completion of the  transactions  contemplated by it. As such, the Agreement will
not be deemed fully  executed  until all funds,  shares and  warrants  have been
delivered.  Though the  Company  currently  expects  the draft  Agreement  to be
executed,  and all the  transactions  to be completed  shortly,  there can be no
assurance that this will occur.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

       (c)    Exhibits: None.

                                       2
SIGNATURE

      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.

                                           EARTHSHELL CORPORATION

Date: February 3, 2006                     By:  /s/  D. Scott Houston
                                                ---------------------
                                                Name:  D. Scott Houston
                                                Title: Chief Financial Officer

                                       3