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

                                October 11, 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.)


  1301 York Rd., Suite 200, Lutherville, Maryland                21093
     (Address of principal executive offices)                  (Zip code)


       Registrant's telephone number, including area code: (410) 847-9420


              3916 State St. #110, Santa Barbara, California 93105
          (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 October 11, 2005, EarthShell  Corporation,  a Delaware corporation (the
"Company")  issued a Promissory  Note (the "Note") to E.  Khashoggi  Industries,
Inc, LLC, a Delaware limited liability company ("EKI") in the principal amount o
$1,000,000.  Under the terms of the  Note,  EKI will  advance  the  Company  the
following  sums on the  following  dates,  or a  lesser  amount  as the  Company
requests in writing:

                        Amount            Date of Funding
                        ------            ---------------

                       $350,000           October 12, 2005
                       $250,000           October 31, 2005
                       $250,000           November 30, 2005
                       $150,999           December 31, 2005

      Notwithstanding the funding schedule described above, if, on or before any
of the above  funding  dates,  the  Company  receives  a total of $3  million in
aggregate  net cash  proceeds  from any  combination  of financing  transaction,
equity contribution,  sale, licensing or sublicensing of assets or the provision
of services (including, without limitation,  advanced royalty payments, proceeds
from the sale of the  Company's  common  stock and fees for  technical  services
rendered to third parties,  but excluding any proceeds advanced under the Note),
EKI is not obligated to advance any additional  funds to the Company,  including
the funds that were to be advanced at the next funding date.

      Interest  accrues on the  principal  balance of the Note at a variable per
annum rate, as of any date of determination, that is equal to the rate published
in the  "Money  Rates"  section of The Wall  Street  Journal as being the "Prime
Rate",  compounded  monthly.  All accrued but unpaid  interest  and  outstanding
principal is due and payable on the earliest to occur of the following:  (i) the
second (2nd)  anniversary of the date of the Note;  (ii) five (5) days following
the date the Company has  received  $3  milllion or more in  aggregate  net cash
proceeds from all financing transactions, equity contributions, and transactions
relating to the sale,  licensing,  sublicensing  or disposition of assets or the
provision of services  (including  advance royalty  payments,  proceeds from the
sale of the Company's common stock and fees for technological  services rendered
to third  parties),  measured  from the  date of the  Note and not  taking  into
account the proceeds  advanced  under the Note;  or (iii) the  occurrence  of an
Event of Default (as defined in the Note).

      On October 11, 2005, the Company entered into a Debt Conversion and Mutual
Release Agreement (the  "Agreement")  with EKI.  Pursuant to the Agreement,  the
Company  and EKI agreed  that a  receivable  in an amount  equal to  $837,145.69
(previously  owed to  bio-Tec  Biologische  Naturverpackunger  GmbH &  Co.KG,  a
wholly-owned  subsidiary of EKI, but which was  subsequently assigned to EKI) be
converted  into 279,048  shares of common stock of the Company.  The  conversion
price equals $3.00 per share.  Pursuant to this  Agreement,  the Company and EKI
released each other from any and all claims in connection with the receivable.


                                      -2-
<PAGE>

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) Exhibit No. Description

--------------------------------------------------------------------------------
Exhibit          Description                                   Location
--------------------------------------------------------------------------------
Exhibit 99.1     $1,000,000 Promissory Note dated as of        Provided herewith
                 October 11, 2005 and issued to
                 E. Khashoggi Industries, LLC

Exhibit 99.2     Debt Conversion and Mutual Release            Provided herewith
                 Agreement, dated October 11, 2005,
                 by and between EarthShell Corporation
                 and E. Khashoggi Industries, LLC


                                      -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: October 18, 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": "051143109"}, "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

                                October 11, 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.)

  1301 York Rd., Suite 200, Lutherville, Maryland                21093
     (Address of principal executive offices)                  (Zip code)

       Registrant's telephone number, including area code: (410) 847-9420

              3916 State St. #110, Santa Barbara, California 93105
          (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 October 11, 2005, EarthShell  Corporation,  a Delaware corporation (the
"Company")  issued a Promissory  Note (the "Note") to E.  Khashoggi  Industries,
Inc, LLC, a Delaware limited liability company ("EKI") in the principal amount o
$1,000,000.  Under the terms of the  Note,  EKI will  advance  the  Company  the
following  sums on the  following  dates,  or a  lesser  amount  as the  Company
requests in writing:

                        Amount            Date of Funding
                        ------            ---------------

                       $350,000           October 12, 2005
                       $250,000           October 31, 2005
                       $250,000           November 30, 2005
                       $150,999           December 31, 2005

      Notwithstanding the funding schedule described above, if, on or before any
of the above  funding  dates,  the  Company  receives  a total of $3  million in
aggregate  net cash  proceeds  from any  combination  of financing  transaction,
equity contribution,  sale, licensing or sublicensing of assets or the provision
of services (including, without limitation,  advanced royalty payments, proceeds
from the sale of the  Company's  common  stock and fees for  technical  services
rendered to third parties,  but excluding any proceeds advanced under the Note),
EKI is not obligated to advance any additional  funds to the Company,  including
the funds that were to be advanced at the next funding date.

      Interest  accrues on the  principal  balance of the Note at a variable per
annum rate, as of any date of determination, that is equal to the rate published
in the  "Money  Rates"  section of The Wall  Street  Journal as being the "Prime
Rate",  compounded  monthly.  All accrued but unpaid  interest  and  outstanding
principal is due and payable on the earliest to occur of the following:  (i) the
second (2nd)  anniversary of the date of the Note;  (ii) five (5) days following
the date the Company has  received  $3  milllion or more in  aggregate  net cash
proceeds from all financing transactions, equity contributions, and transactions
relating to the sale,  licensing,  sublicensing  or disposition of assets or the
provision of services  (including  advance royalty  payments,  proceeds from the
sale of the Company's common stock and fees for technological  services rendered
to third  parties),  measured  from the  date of the  Note and not  taking  into
account the proceeds  advanced  under the Note;  or (iii) the  occurrence  of an
Event of Default (as defined in the Note).

      On October 11, 2005, the Company entered into a Debt Conversion and Mutual
Release Agreement (the  "Agreement")  with EKI.  Pursuant to the Agreement,  the
Company  and EKI agreed  that a  receivable  in an amount  equal to  $837,145.69
(previously  owed to  bio-Tec  Biologische  Naturverpackunger  GmbH &  Co.KG,  a
wholly-owned  subsidiary of EKI, but which was  subsequently assigned to EKI) be
converted  into 279,048  shares of common stock of the Company.  The  conversion
price equals $3.00 per share.  Pursuant to this  Agreement,  the Company and EKI
released each other from any and all claims in connection with the receivable.

                                      -2-
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) Exhibit No. Description

--------------------------------------------------------------------------------
Exhibit          Description                                   Location
--------------------------------------------------------------------------------
Exhibit 99.1     $1,000,000 Promissory Note dated as of        Provided herewith
                 October 11, 2005 and issued to
                 E. Khashoggi Industries, LLC

Exhibit 99.2     Debt Conversion and Mutual Release            Provided herewith
                 Agreement, dated October 11, 2005,
                 by and between EarthShell Corporation
                 and E. Khashoggi Industries, LLC

                                      -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: October 18, 2005                   EARTHSHELL CORPORATION

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

                                      -4-