================================================================================

                                 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 10, 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

      On February 10, 2006, EarthShell Corporation,  a Delaware corporation (the
"Company"),  entered into a Letter Agreement (the  "Agreement")  with Earthshell
Asia,  Limited, a Hong Kong limited liability company ("EA"),  which amended and
restated  a letter  Agreement  dated as of August 22,  2005 and  amended a Stock
Purchase  Agreement dated as of August 22, 2005 and five  sublicense  agreements
dated August 22, 2005, all of which were entered into by the Company and EA.

      As  previously  disclosed  in a Current  Report on Form 8-K filed with the
Securities and Exchange  Commission on February 3, 2006,  although the Agreement
was dated  December 9, 2005,  the  Agreement  was not to be signed and delivered
until all conditions to the transactions  described  therein were satisfied.  On
February  10,  2006,  all of the  conditions  described  in the  Agreement  were
satisfied,  the Agreement  was deemed signed and delivered and the  transactions
contemplated therein were completed.  Pursuant to the Agreement,  the Company is
eligible to receive a total of up to $2.6 million from a combination  of prepaid
technology  fees  (up  to  $1.7  million)  upon  the   satisfaction  of  certain
conditions,  and $900,000 for the sale of (i) 266,667 shares of its common stock
(the  "Shares"),  and (iii) for the issuance of warrants to purchase one million
thirty three  thousand  three  hundred  thirty three  (1,033,333)  shares of the
Company's common stock at $3.90 per share (the "Warrants"). As consideration for
the Shares,  the Company received $500,000 from EA in August 2005, an additional
$300,000  in December  2005 and the final  payment of  approximately  $61,000 on
February 10, 2006.  Upon receipt of the final  payment,  the Company  issued the
Shares  and  the  Warrants  to  various   investors   affiliated  with  EA  (the
"Investors").

      The Company also signed and delivered an Investor  Rights  Agreement  with
each of the Investors dated as of December 9, 2005. Pursuant to the terms of the
Investor  Rights  Agreement,  the  Company  granted  registration  rights to the
Investors.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits:


      4.1   Investor Rights Agreement dated as of December 9, 2005, by and among
            EarthShell Corporation and the parties signatory thereto.

      4.2   Form of EarthShell Corporation Common Stock Warrant

      10.1  Letter  Agreement  dated as of  December  9,  2005,  by and  between
            EarthShell Corporation and EarthShell Asia, Limited.


                                       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 10, 2006                 By: /s/ D. Scott Houston
                                            ------------------------------------
                                        Name:   D. Scott Houston
                                        Title:  Chief Financial Officer


                                       3
<PAGE>


                                INDEX TO EXHIBITS

NO.   DESCRIPTION

4.1   Investor  Rights  Agreement  dated as of  December  9, 2005,  by and among
      EarthShell Corporation and the parties signatory thereto.

4.2   Form of EarthShell Corporation Common Stock Warrant

10.1  Letter  Agreement dated as of December 9, 2005, by and between  EarthShell
      Corporation and EarthShell Asia, Limited.


                                       4
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================================================================================

                                 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 10, 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

      On February 10, 2006, EarthShell Corporation,  a Delaware corporation (the
"Company"),  entered into a Letter Agreement (the  "Agreement")  with Earthshell
Asia,  Limited, a Hong Kong limited liability company ("EA"),  which amended and
restated  a letter  Agreement  dated as of August 22,  2005 and  amended a Stock
Purchase  Agreement dated as of August 22, 2005 and five  sublicense  agreements
dated August 22, 2005, all of which were entered into by the Company and EA.

      As  previously  disclosed  in a Current  Report on Form 8-K filed with the
Securities and Exchange  Commission on February 3, 2006,  although the Agreement
was dated  December 9, 2005,  the  Agreement  was not to be signed and delivered
until all conditions to the transactions  described  therein were satisfied.  On
February  10,  2006,  all of the  conditions  described  in the  Agreement  were
satisfied,  the Agreement  was deemed signed and delivered and the  transactions
contemplated therein were completed.  Pursuant to the Agreement,  the Company is
eligible to receive a total of up to $2.6 million from a combination  of prepaid
technology  fees  (up  to  $1.7  million)  upon  the   satisfaction  of  certain
conditions,  and $900,000 for the sale of (i) 266,667 shares of its common stock
(the  "Shares"),  and (iii) for the issuance of warrants to purchase one million
thirty three  thousand  three  hundred  thirty three  (1,033,333)  shares of the
Company's common stock at $3.90 per share (the "Warrants"). As consideration for
the Shares,  the Company received $500,000 from EA in August 2005, an additional
$300,000  in December  2005 and the final  payment of  approximately  $61,000 on
February 10, 2006.  Upon receipt of the final  payment,  the Company  issued the
Shares  and  the  Warrants  to  various   investors   affiliated  with  EA  (the
"Investors").

      The Company also signed and delivered an Investor  Rights  Agreement  with
each of the Investors dated as of December 9, 2005. Pursuant to the terms of the
Investor  Rights  Agreement,  the  Company  granted  registration  rights to the
Investors.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits:

      4.1   Investor Rights Agreement dated as of December 9, 2005, by and among
            EarthShell Corporation and the parties signatory thereto.

      4.2   Form of EarthShell Corporation Common Stock Warrant

      10.1  Letter  Agreement  dated as of  December  9,  2005,  by and  between
            EarthShell Corporation and EarthShell Asia, Limited.

                                       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 10, 2006                 By: /s/ D. Scott Houston
                                            ------------------------------------
                                        Name:   D. Scott Houston
                                        Title:  Chief Financial Officer

                                       3
INDEX TO EXHIBITS

NO.   DESCRIPTION

4.1   Investor  Rights  Agreement  dated as of  December  9, 2005,  by and among
      EarthShell Corporation and the parties signatory thereto.

4.2   Form of EarthShell Corporation Common Stock Warrant

10.1  Letter  Agreement dated as of December 9, 2005, by and between  EarthShell
      Corporation and EarthShell Asia, Limited.

                                       4