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

                                  May 26, 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.)

3916 State St. #110, Santa Barbara, California                      93105
  (Address of principal executive offices)                       (Zip code)

       Registrant's telephone number, including area code: (805) 563-7590

                                 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 March 23,  2005,  the Company  entered into a Security  Agreement  with
Cornell Capital Partners,  LP ("Cornell").  Pursuant to the Security  Agreement,
the Company issued promissory notes to Cornell, in the original principal amount
of $2,500,000 (the "Notes"). The $2,500,000 was disbursed as follows: $1,150,000
on March 28, 2005 and  $1,350,000 on May 18, 2005.  The Notes are secured by the
assets of the  Company  and  shares of stock of  another  entity  pledged  by an
affiliate of that entity (the "Pledgor").  In addition, the Notes are secured by
a pledge of 100 shares of the Company's  Series B Convertible  Preferred  Stock.
The Notes have a one-year term and accrue interest at 12% per year.

      On May 23, 2005,  the Company  entered into a Pledge and Escrow  Agreement
(the  "Pledge  Agreement")  with  Cornell  and  an  escrow  agent  (the  "Escrow
Agreement").  Pursuant to the Pledge  Agreement,  the Company pledged 100 shares
(the  "Shares") of the Company's  newly issued  Series B  Convertible  Preferred
Stock (the  "Preferred  Stock"),  par value $0.01 per share,  as security in the
event of default  under the Notes.  The shares will be released from escrow upon
(i) repayment of $1,350,000 of principal under the Notes;  (ii) in the event the
shares pledged  pursuant to that certain  Amended and Restated Pledge and Escrow
Agreement  by and among the  Pledgor,  Cornell  Capital  Partners and the Escrow
Agent is equal to or exceeds 3 times the amount of  principal  then  outstanding
under the Notes;  (iii) a registration  statement has been declared effective by
the SEC  relating  to the shares to be issued  pursuant  to the  Standby  Equity
Distribution  Agreement;  and (iv) the Shares have been  redeemed  pursuant  the
Certificate of  Designation  of the Preferred  Stock filed with the Secretary of
State of Delaware on May 18, 2005 (the "Certificate of Designation").

      Pursuant  to the  Certificate  of  Designation  approved  by the  Board of
Directors of the Company,  which is effective as of May 18, 2005,  the Preferred
Stock is senior to the Company's  common stock with respect to the  distribution
of the assets of the Company upon  liquidation and junior to all other series of
preferred  stock.  The  holders  of the  Preferred  Stock  are not  entitled  to
dividends or distributions. Each share of Preferred Stock is convertible, at the
option of the holder, at any time upon an event of default under the Notes, into
33,333 shares of fully paid and non-assessable  common stock of the Company. The
Preferred  Stock has no voting  rights,  except as required  under Delaware law.
After full repayment of the Notes,  the Company has the absolute right to redeem
(unless otherwise prevented by law) any outstanding shares of Preferred Stock at
an amount equal to $0.01 per share.

      In connection with the financing with Cornell described above, the Company
issued a warrant to Cornell  Capital to purchase  625,000 shares of common stock
of the Company.  The warrant expires on the later of (a) May 26, 2005 or (b) the
date the Notes are repaid by the Company. The warrants have an exercise price of
$4.00 per share.

Item 3.02. Unregistered Sales of Equity Securities.

      See Item 1.01 above.

Item 5.03. Amendment to Certificate of Incorporation.

      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>
---------------------------------------------------------------------------------------------------------
Exhibit             Description                                                             Location
---------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                 <C>
Exhibit 99.1        $1,350,000 Promissory Note dated as of May 26, 2005                 Provided herewith
                    and issued to Cornell Capital Partners, LP

Exhibit 99.2        Pledge and Escrow Agreement, dated as of May 26, 2005, by           Provided herewith
                    and among the Company, Cornell Capital Partners, LP and David
                    Gonzalez, Esq.

Exhibit 99.3        Certificate of Designation of the Series B Convertible Preferred    Provided herewith
                    Stock of EarthShell Corporation

Exhibit 99.4        Warrant dated as of May 26, 2005 and issued to Cornell Capital      Provided herewith
                    Partners, LP
</TABLE>


                                       3
<PAGE>

                                   SIGNATURES

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

Date:    May 26, 2005                  EARTHSHELL CORPORATION

                                       By: /s/ D. Scott Houston
                                           -------------------------------------
                                       Name: D. 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": "05864610"}, "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

                                  May 26, 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.)

3916 State St. #110, Santa Barbara, California                      93105
  (Address of principal executive offices)                       (Zip code)

       Registrant's telephone number, including area code: (805) 563-7590

                                 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 March 23,  2005,  the Company  entered into a Security  Agreement  with
Cornell Capital Partners,  LP ("Cornell").  Pursuant to the Security  Agreement,
the Company issued promissory notes to Cornell, in the original principal amount
of $2,500,000 (the "Notes"). The $2,500,000 was disbursed as follows: $1,150,000
on March 28, 2005 and  $1,350,000 on May 18, 2005.  The Notes are secured by the
assets of the  Company  and  shares of stock of  another  entity  pledged  by an
affiliate of that entity (the "Pledgor").  In addition, the Notes are secured by
a pledge of 100 shares of the Company's  Series B Convertible  Preferred  Stock.
The Notes have a one-year term and accrue interest at 12% per year.

      On May 23, 2005,  the Company  entered into a Pledge and Escrow  Agreement
(the  "Pledge  Agreement")  with  Cornell  and  an  escrow  agent  (the  "Escrow
Agreement").  Pursuant to the Pledge  Agreement,  the Company pledged 100 shares
(the  "Shares") of the Company's  newly issued  Series B  Convertible  Preferred
Stock (the  "Preferred  Stock"),  par value $0.01 per share,  as security in the
event of default  under the Notes.  The shares will be released from escrow upon
(i) repayment of $1,350,000 of principal under the Notes;  (ii) in the event the
shares pledged  pursuant to that certain  Amended and Restated Pledge and Escrow
Agreement  by and among the  Pledgor,  Cornell  Capital  Partners and the Escrow
Agent is equal to or exceeds 3 times the amount of  principal  then  outstanding
under the Notes;  (iii) a registration  statement has been declared effective by
the SEC  relating  to the shares to be issued  pursuant  to the  Standby  Equity
Distribution  Agreement;  and (iv) the Shares have been  redeemed  pursuant  the
Certificate of  Designation  of the Preferred  Stock filed with the Secretary of
State of Delaware on May 18, 2005 (the "Certificate of Designation").

      Pursuant  to the  Certificate  of  Designation  approved  by the  Board of
Directors of the Company,  which is effective as of May 18, 2005,  the Preferred
Stock is senior to the Company's  common stock with respect to the  distribution
of the assets of the Company upon  liquidation and junior to all other series of
preferred  stock.  The  holders  of the  Preferred  Stock  are not  entitled  to
dividends or distributions. Each share of Preferred Stock is convertible, at the
option of the holder, at any time upon an event of default under the Notes, into
33,333 shares of fully paid and non-assessable  common stock of the Company. The
Preferred  Stock has no voting  rights,  except as required  under Delaware law.
After full repayment of the Notes,  the Company has the absolute right to redeem
(unless otherwise prevented by law) any outstanding shares of Preferred Stock at
an amount equal to $0.01 per share.

      In connection with the financing with Cornell described above, the Company
issued a warrant to Cornell  Capital to purchase  625,000 shares of common stock
of the Company.  The warrant expires on the later of (a) May 26, 2005 or (b) the
date the Notes are repaid by the Company. The warrants have an exercise price of
$4.00 per share.

Item 3.02. Unregistered Sales of Equity Securities.

      See Item 1.01 above.

Item 5.03. Amendment to Certificate of Incorporation.

      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 99.1        $1,350,000 Promissory Note dated as of May 26, 2005                 Provided herewith
                    and issued to Cornell Capital Partners, LP

Exhibit 99.2        Pledge and Escrow Agreement, dated as of May 26, 2005, by           Provided herewith
                    and among the Company, Cornell Capital Partners, LP and David
                    Gonzalez, Esq.

Exhibit 99.3        Certificate of Designation of the Series B Convertible Preferred    Provided herewith
                    Stock of EarthShell Corporation

Exhibit 99.4        Warrant dated as of May 26, 2005 and issued to Cornell Capital      Provided herewith
                    Partners, LP
3
SIGNATURES

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

Date:    May 26, 2005                  EARTHSHELL CORPORATION

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

                                       4