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

                                 March 23, 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, Earthshell Corporation (the "Company"),  entered into a
Standby  Equity  Distribution  Agreement  with  Cornell  Capital  Partners,  LP.
Pursuant to the Standby Equity Distribution  Agreement,  the Company may, at its
discretion,  periodically sell to Cornell Capital Partners,  LP shares of common
stock  for a total  purchase  price of up to $10.0  million.  For each  share of
common stock purchased under the Standby Equity Distribution Agreement,  Cornell
Capital  Partners  LP will pay the  Company  98% of the lowest  volume  weighted
average  price of the Company's  common stock as quoted by Bloomberg,  LP on the
Over-the-Counter Bulletin Board or other principal market on which the Company's
common stock is traded for the 5 days immediately following the notice date. The
price paid by Cornell  Capital  Partners,  LP for the  Company's  stock shall be
determined  as of the date of each  individual  request for an advance under the
Standby Equity Distribution  Agreement.  Cornell Capital Partners,  LP will also
retain 5% of each  advance  under the  Standby  Equity  Distribution  Agreement.
Cornell Capital Partner's  obligation to purchase shares of the Company's common
stock  under the Standby  Equity  Distribution  Agreement  is subject to certain
conditions,  including the Company obtaining an effective registration statement
for shares of common stock sold under the Standby Equity Distribution  Agreement
and is limited to $500,000 per weekly advance.

      On March 23,  2005,  the Company  entered into a Security  Agreement  with
Cornell Capital Partners,  LP. Pursuant to the Security  Agreement,  the Company
shall issue  promissory  notes to Cornell Capital  Partners,  LP in the original
principal  amount of $2,500,000.  The  $2,500,000  will be disbursed as follows:
$1,150,000,  within three days of the closing of all the  transaction  documents
with Cornell Capital Partners, LP and $1,350,000,  within two days of the filing
of a registration  statement related to Standby Equity  Distribution  Agreement.
The  promissory  notes are  secured by the assets of the  Company  and shares of
stock of another entity  pledged by an affiliate of that entity.  The promissory
notes have a one-year term and accrue  interest at 12% per year beginning on the
three-month anniversary of the promissory notes.

Item 3.02. Unregistered Sales of Equity Securities.

      Cornell Capital Partners, LP shall receive 143,500 shares of the Company's
common  stock as a one-time  commitment  under the Standby  Equity  Distribution
Agreement.

      The Company shall issue to Sloan  Securities  Corporation  6,540 shares of
the Company's  common stock under a placement  agent  agreement  relating to the
Standby Equity Distribution Agreement.

Item 9.01. Financial Statements and Exhibits.

            (a)   Not applicable

            (b)   Not applicable

            (c)   Exhibit No. Description


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

Exhibit 99.1   Standby Equity Distribution  Agreement dated
               as of March 23, 2005 between the Company and
               Cornell Capital Partners, LP                    Provided herewith

Exhibit 99.2   Registration  Rights  Agreement  dated as of
               March  23,  2005  between  the  Company  and
               Cornell Capital Partners, LP                    Provided herewith

Exhibit 99.3   Placement  Agent Agreement dated as of March
               23, 2005 by and among the  Company,  Cornell
               Capital  Partners,  LP and Sloan  Securities
               Corporation                                     Provided herewith


                                        2

<PAGE>

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

Exhibit 99.4   Security Agreement dated as of March 23,
               2005 between the Company and Cornell Capital
               Partners, LP                                    Provided herewith

Exhibit 99.5   Promissory Note dated as of March 23, 2005
               issued to Cornell Capital Partners, LP          Provided herewith


                                       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: March 29, 2005                      EARTHSHELL CORPORATION


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


                                       4
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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

                                 March 23, 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, Earthshell Corporation (the "Company"),  entered into a
Standby  Equity  Distribution  Agreement  with  Cornell  Capital  Partners,  LP.
Pursuant to the Standby Equity Distribution  Agreement,  the Company may, at its
discretion,  periodically sell to Cornell Capital Partners,  LP shares of common
stock  for a total  purchase  price of up to $10.0  million.  For each  share of
common stock purchased under the Standby Equity Distribution Agreement,  Cornell
Capital  Partners  LP will pay the  Company  98% of the lowest  volume  weighted
average  price of the Company's  common stock as quoted by Bloomberg,  LP on the
Over-the-Counter Bulletin Board or other principal market on which the Company's
common stock is traded for the 5 days immediately following the notice date. The
price paid by Cornell  Capital  Partners,  LP for the  Company's  stock shall be
determined  as of the date of each  individual  request for an advance under the
Standby Equity Distribution  Agreement.  Cornell Capital Partners,  LP will also
retain 5% of each  advance  under the  Standby  Equity  Distribution  Agreement.
Cornell Capital Partner's  obligation to purchase shares of the Company's common
stock  under the Standby  Equity  Distribution  Agreement  is subject to certain
conditions,  including the Company obtaining an effective registration statement
for shares of common stock sold under the Standby Equity Distribution  Agreement
and is limited to $500,000 per weekly advance.

      On March 23,  2005,  the Company  entered into a Security  Agreement  with
Cornell Capital Partners,  LP. Pursuant to the Security  Agreement,  the Company
shall issue  promissory  notes to Cornell Capital  Partners,  LP in the original
principal  amount of $2,500,000.  The  $2,500,000  will be disbursed as follows:
$1,150,000,  within three days of the closing of all the  transaction  documents
with Cornell Capital Partners, LP and $1,350,000,  within two days of the filing
of a registration  statement related to Standby Equity  Distribution  Agreement.
The  promissory  notes are  secured by the assets of the  Company  and shares of
stock of another entity  pledged by an affiliate of that entity.  The promissory
notes have a one-year term and accrue  interest at 12% per year beginning on the
three-month anniversary of the promissory notes.

Item 3.02. Unregistered Sales of Equity Securities.

      Cornell Capital Partners, LP shall receive 143,500 shares of the Company's
common  stock as a one-time  commitment  under the Standby  Equity  Distribution
Agreement.

      The Company shall issue to Sloan  Securities  Corporation  6,540 shares of
the Company's  common stock under a placement  agent  agreement  relating to the
Standby Equity Distribution Agreement.

Item 9.01. Financial Statements and Exhibits.

            (a)   Not applicable

            (b)   Not applicable

            (c)   Exhibit No. Description

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

Exhibit 99.1   Standby Equity Distribution  Agreement dated
               as of March 23, 2005 between the Company and
               Cornell Capital Partners, LP                    Provided herewith

Exhibit 99.2   Registration  Rights  Agreement  dated as of
               March  23,  2005  between  the  Company  and
               Cornell Capital Partners, LP                    Provided herewith

Exhibit 99.3   Placement  Agent Agreement dated as of March
               23, 2005 by and among the  Company,  Cornell
               Capital  Partners,  LP and Sloan  Securities
               Corporation                                     Provided herewith

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

Exhibit 99.4   Security Agreement dated as of March 23,
               2005 between the Company and Cornell Capital
               Partners, LP                                    Provided herewith

Exhibit 99.5   Promissory Note dated as of March 23, 2005
               issued to Cornell Capital Partners, LP          Provided herewith

                                       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: March 29, 2005                      EARTHSHELL CORPORATION

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

                                       4