<SUBMISSION>
<ACCESSION-NUMBER>0000911801-01-000001
<TYPE>S-3/A
<PUBLIC-DOCUMENT-COUNT>3
<FILING-DATE>20010104
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>EARTHSHELL CORP
<CIK>0000911801
<ASSIGNED-SIC>2650
<IRS-NUMBER>770322379
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-3/A
<ACT>33
<FILE-NUMBER>333-52256
<FILM-NUMBER>1501712
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>9020 JUNCTION DRIVE
<STREET2>SUITE D
<CITY>ANNAPOLIS JUNCTION
<STATE>MD
<ZIP>20701-1146
<PHONE>3019571330
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>9020 JUNCTION DRIVE
<STREET2>SUITE D
<CITY>ANNAPOLIS JUNCTION
<STATE>MD
<ZIP>20701-1146
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>EARTHSHELL CONTAINER CORP
<DATE-CHANGED>19960521
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>S-3/A
<SEQUENCE>1
<FILENAME>0001.htm
<DESCRIPTION>REGISTRATION STATEMENT, AMENDED
<TEXT>



<HTML>
<HEAD>
<TITLE> Form S-3, Registration Statement
</TITLE>
</HEAD>
<BODY>



<H1 ALIGN=CENTER><FONT SIZE=3>As filed with the Securities and Exchange Commission on January 4, 2001</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>Registration No. 333-52256</FONT></H1>

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

<H1 ALIGN=CENTER><FONT SIZE=4><B>PRE-EFFECTIVE AMENDMENT NO. 2</B></FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=4><B>TO</B></FONT></H1>

<H1 ALIGN=CENTER><FONT SIZE=3>SECURITIES AND EXCHANGE COMMISSION</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>WASHINGTON, DC 20549</FONT></H1>
<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>
<H1 ALIGN=CENTER><FONT SIZE=3>FORM S-3</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>REGISTRATION STATEMENT</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>Under</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>THE SECURITIES ACT OF 1933</FONT></H1>
<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>
<H1 ALIGN=CENTER><FONT SIZE=3>EARTHSHELL CORPORATION</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>(Exact Name of Registrant as Specified in Its Charter)</FONT></H1>
<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>
<H1 ALIGN=CENTER><FONT SIZE=3>Delaware&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;77-0322379</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>(State or Other Jurisdiction of&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(I.R.S. Employer</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>Incorporation or Organization)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Identification No.)</FONT></H1>




<H1 ALIGN=CENTER><FONT SIZE=3>800 Miramonte Drive</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>Santa Barbara, California 93109</FONT></H1>

<H1 ALIGN=CENTER><FONT SIZE=3>(805) 897-2294</FONT></H1>

<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>

<H1 ALIGN=CENTER><FONT SIZE=3>(Address, Including Zip Code, and Telephone Number,</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>Including Area Code, of Registrant's Principal Executive Offices)</FONT></H1>
<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>
<H1 ALIGN=CENTER><FONT SIZE=3>Simon K. Hodson</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>Chief Executive Officer</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>EARTHSHELL CORPORATION</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>800 Miramonte Drive</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>Santa Barbara, California 93109</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>(805) 897-2248</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>(Name, Address, Including Zip Code, and Telephone Number,</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>Including Area Code, of Agent for Service)</FONT></H1>
<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>
<H1 ALIGN=CENTER><FONT SIZE=3>With copies to:</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>Robert K. Montgomery, Esq.</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>Casey M. Nault, Esq.</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>Gibson, Dunn and Crutcher LLP </FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>2029 Century Park East</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>Los Angeles, California 90067</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>(310) 552-8500</FONT></H1>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Approximate date of commencement of proposed sale to the
public:  As  soon as  practicable  after  this  Registration  Statement  becomes
effective. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;If the only securities being registered on this form are
being offered pursuant to dividend or interest  reinvestment plans, please check
the following box. |_| </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;If  any of the securities  being registered on this form
are to be offered on a delayed or  continuous  basis  pursuant to  Rule&#160;415
under the Securities Act of 1933, check the following box.|X| </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;If  this Form is filed to register additional securities
for an offering  pursuant to  Rule&#160;462(b)  under the Securities Act, please
check the  following  box and list the  Securities  Act  registration  statement
number of the earlier  effective  registration  statement for the same offering.
|_| </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;If   this  Form  is  a  post-effective  amendment  filed
pursuant to  Rule&#160;462(c)  under the Securities Act, check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. |_| </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;If  delivery  of the  prospectus  is expected to be made
pursuant to Rule 434, please check the following box. |_|</FONT></P>


<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;The registrant hereby amends this registration statement
on such date or dates as may be necessary to delay its effective  date until the
registrant shall file a further  amendment which  specifically  states that this
registration  statement  shall  thereafter  become  effective in accordance with
Section&#160;8(a)  of the  Securities  Act of 1933  or  until  the  registration
statement  shall become  effective on such date as the  Securities  and Exchange
Commission,   acting   pursuant  to  said   Section&#160;8(a),   may  determine.
</FONT></P>

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



<PAGE>







<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The information in this
prospectus is not complete and may be changed without notice. We may not sell
these securities until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted. </FONT></P>



<H1 ALIGN=LEFT><FONT SIZE=3><B><I>PROSPECTUS</I></B></FONT></H1>


<H1 ALIGN=CENTER><FONT SIZE=3><B>15,000,000 Shares</B></FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3><B>EARTHSHELL CORPORATION</B></FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3><B>Common Stock</B></FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;This  is a public  offering of shares of common stock of
EarthShell Corporation. We may offer for sale and sell shares in varying amounts
and at prices and on terms to be determined at the time of sale. We will receive
all of the proceeds from our sale of our common stock. </FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is listed on the NASDAQ National Market
under the symbol  &#147;ERTH.&#148;  On January 3,2001,  the closing price of
one share of our common stock was $1.813. </FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Our  principal  executive  offices  are  located  at 800
Miramonte Drive, Santa Barbara,  California 93109. Our telephone number is (805)
897-2248. </FONT></P>

<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Investing  in our common stock involves a high degree of
risk. See "Risk Factors" beginning on page 1.</B></FONT></P>
<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Neither  the Securities and Exchange  Commission nor any
state  securities  commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense. </B></FONT></P>

<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>


<H1 ALIGN=CENTER><FONT SIZE=3>The date of this Prospectus is January 4, 2001</FONT></H1>



<PAGE>






<H1 ALIGN=CENTER><FONT SIZE=3>RISK FACTORS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Before  you  invest in our common  stock,  you should be
aware of various  risks  associated  with such an  investment,  including  those
described below. You should consider  carefully these risk factors together with
all of the other  information  included in this  prospectus and in the documents
incorporated   by   reference   before  you  decide  to   purchase   our  common
stock.</I></FONT></P>

<P><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;EarthShell(R)is  a registered  trademark  of  EarthShell
Corporation.  Aliite(R) is a registered  trademark of E.  Khashoggi  Industries,
LLC.    Big    Mac(R)is   a    registered    trademark    of   the    McDonald's
Corporation.</I></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Because we are a
development  stage company  subject to the inherent risks of  establishing a new
business, we cannot assure you that our operations will ultimately be successful
and generate a profit in the future.</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;To   date,  we  have  primarily  focused  on  developing
products. Because we are a development stage company with very little commercial
operating  history,  we are subject to the inherent risks of  establishing a new
business  enterprise.  Although  we have built our first  plant to  produce  Big
Mac(R)sandwich  containers  which we  anticipate  our licensee,  Sweetheart  Cup
Company,  Inc.  ("Sweetheart")  will  ultimately  sell to  Perseco,  the primary
packaging  purchaser  for the  McDonald's  Corporation,  it has not yet achieved
full-scale  commercial  operations.  In addition,  although we have  developed a
number of prototype products, including bowls, plates, sandwich wraps, cups, and
other  hinged-lid  containers  in  addition  to the Big  Mac(R)container,  these
products   remain   subject  to  further   development   and   customer-specific
modification. Among other things, we must:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;fully develop these prototype and additional products;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;develop commercially viable manufacturing processes and capacity;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;attract, retain and motivate qualified personnel;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;achieve market acceptance of our products;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;respond to competitive developments; and</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;develop systems to manage our growth effectively.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;At  this stage in our development,  we cannot assure you
that we will achieve these goals and that our operations  will be successful and
generate  a profit in the  future.  As of  September  30,  2000,  we had not yet
reported any operating revenues.</FONT></P>

<P><FONT  FACE="Times New Roman,  Times,  Serif" SIZE=2><B>We expect to continue to
experience  operating losses until we are able to commercially  produce and sell
our products in quantities necessary to generate a profit.</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;We  are  currently in the midst of a product  validation
process with Perseco with respect to the EarthShell Big Mac(R)sandwich container
made of the new composite material ("EarthShell  Products") which is typical for
all new product  introductions into the McDonald's system. We expect to continue
to incur substantial  operating losses until this product  validation process is
complete  and until we can  commercially  produce  our  products  in  quantities
necessary to generate a profit and our products achieve broad market  acceptance
and  penetration.  We  experienced  aggregate net losses of  approximately  $175
million from our inception on November 1, 1992 through  September 30, 2000.  The
EarthShell Big Mac(R)sandwich  container has been in daily use in 128 McDonald's
stores  since late April 2000 and is  currently  expected to be  distributed  to
approximately  300 McDonald's stores in the mid-west during the first quarter of
2001.  The  success of our future  operations  depends  upon our ability and the
ability of our  licensees and joint venture  partners to  commercialize  various
types of  EarthShell  Products.  Due to the  uncertainties  inherent  in product
development,  market acceptance of newly-developed products and our need to rely
on our licensees and joint venture partners to manufacture,  distribute and sell
EarthShell  Products,  we are  unable  to  predict  when  our  products  will be
introduced  nationally  or when we will receive  significant  revenues  from any
EarthShell Product.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>We may need to obtain
additional financing in order to fund our operations until EarthShell Products
achieve commercial viability and generate significant revenues, which could
potentially be dilutive to existing stockholders. </B></FONT></P>

<P><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=2>&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although  we believe the  proceeds  we  anticipate
receiving from this offering will provide  EarthShell  with the capital it needs
for the foreseeable future, we may need to seek additional third party financing
in the future to meet our  operating  and working  capital needs and to fund the
further expansion of our business.  We may not be able to obtain that capital or
that  capital may not be available on terms  satisfactory  to us. If  additional
funds  are  raised   through  the  issuance  of  stock,   dilution  to  existing
stockholders  may result.  If additional funds are raised through the incurrence
of debt,  these debt  instruments  will likely  contain  restrictive  financial,
maintenance and security covenants,  which could restrict our ability to conduct
our business as we would prefer in the absence of those covenants.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>We may continue to incur
financial  losses as a result of funding  obligations  under our agreements with
some of our licensees and joint venture  partners,  one of which  requires us to
fund  negative cash flows until our  manufacturing  facilities  meet  efficiency
criteria set forth in that agreement. </B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;We  have refined our business strategy and are currently
using a joint  venture  structure  in which  our  joint  venture  partners  will
generally share equally in the cost of manufacturing  facilities and will assume
equally  the  risks  of any  failure  of the  manufacturing  facilities  to meet
targeted  efficiencies.  The  joint  venture  agreements  we  entered  into with
Finland-based  Huhtamaki Van Leer Oyj and with Prairie  Packaging,  Inc. contain
this type of risk-sharing  arrangement.  By contrast, our earlier agreement with
Sweetheart  is  structured  so  that  we  license  or  contribute  manufacturing
equipment to Sweetheart and guarantee the performance of the equipment. This was
done in an effort to induce Sweetheart to begin to produce  EarthShell  Products
during their initial commercial  introduction.  In addition, under our operating
agreement with Sweetheart, we are obligated to fund negative operating cash flow
until the date upon which the turnkey  manufacturing  lines first meet specified
efficiency criteria.  We are also obligated to fund additional costs incurred if
the equipment does not continue to satisfy these criteria for a two-year  period
following  that  date.  Our  obligations  to  guarantee   performance  of  these
manufacturing  lines  and to fund  negative  operating  cash  flows  under  this
agreement, and the possibility that we might ultimately fail to receive a return
on our investment in the equipment, may cause us to continue to incur losses for
a period of time and significantly impair our profitability.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Though we are producing a
limited amount of our products on an integrated production line on a commercial
scale, we are not yet sure that they can be produced at a competitive cost. Our
failure to do so would adversely affect our ability to compete with conventional
disposable foodservice packagers. </B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Our success depends, in substantial part, on our ability
to  produce  EarthShell  Products  at a  competitive  cost.  While we have  been
successful  at  producing  the  EarthShell  Big   Mac(R)sandwich   container  on
commercial scale equipment, production volumes to date have been low relative to
the intended  capacity of the  manufacturing  lines.  Until  production  volumes
approach  design capacity  levels,  actual costs and  profitability  will not be
certain.  Further,  all our other  products are  currently in various  stages of
development and we have not yet produced them on a fully  integrated  production
line or on a commercial scale. We have not, therefore, proven the actual cost of
manufacturing EarthShell Products, and we cannot assure you that we will be able
to manufacture them at a competitive cost. As licensees and joint ventures begin
to commercially  produce EarthShell  Products,  they may encounter  difficulties
that cause costs of  production  to exceed  what we  currently  anticipate.  Our
failure to manufacture  EarthShell  Products at commercially  competitive  costs
would  make  it  difficult  to  compete  with  other   foodservice   disposables
manufacturers.  Under the  terms of  existing  and  contemplated  joint  venture
agreements,  EarthShell  and its  partners  will  invest  jointly in  commercial
facilities based on projected economic returns. EarthShell and its joint venture
partners,  Huhtamaki Van Leer and Prairie Packaging,  do not intend to commit to
the next series of commercial plant  investments  until they have  demonstrated,
using commercial  scale equipment in integrated  demonstration  lines,  that the
next generation products can be manufactured at a cost that will produce returns
acceptable to both EarthShell and its partners.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Because we are not yet
producing our products on a commercial scale, we do not know whether we will be
able to construct sufficient manufacturing capacity that will permit a timely
roll-out and market acceptance of our products. </B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Because  of our inexperience in manufacturing, we cannot
assure you that we will be  successful  in producing  quantities  of  EarthShell
Products  sufficient  to  permit  a timely  commercial  roll-out  of  EarthShell
Products. Moreover, it may require greater time and effort than we anticipate to
achieve the production volumes and efficiencies  required.  We cannot assure you
that we will be successful in building  sufficient  manufacturing  capacity on a
timely basis or that we will have  adequate  manufacturing  equipment  available
when necessary to permit a timely roll-out of EarthShell  Products.  Our failure
to produce  sufficient  quantities of EarthShell  Products or construct adequate
manufacturing  equipment that is properly  working in an integrated  manner when
necessary to permit a timely  roll-out of EarthShell  Products  could  adversely
affect market acceptance of EarthShell Products.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Consumers may not perceive
EarthShell  Products  as being  better  for the  environment  than  conventional
disposable   foodservice   containers,   which  would  adversely  affect  market
acceptance of our products. </B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Our  success  depends  substantially  on our  ability to
design, develop and manufacture  foodservice disposables that are not as harmful
to the environment as conventional  disposable  foodservice containers made from
paper,  plastic  and  polystyrene.  EarthShell  has used a life cycle  inventory
methodology in its  environmental  assessment of EarthShell  Products and in the
development of associated  environmental claims and we have received support for
the  EarthShell  concept  from a number of  environmental  groups.  Although  we
believe that EarthShell Products offer a number of environmental advantages over
conventional packaging products,  our products may also possess  characteristics
that consumers or some  environmental  groups could perceive as negative for the
environment.  In particular,  EarthShell Products may result in more solid waste
by  weight  and,  in  a  dry  environment,  by  volume,  and  manufacturing  and
distributing  them may release  greater amounts of some  pollutants,  and lesser
amounts of other pollutants,  than occurs with conventional packaging.  Whether,
on balance, EarthShell Products are better for the environment than conventional
packaging products is a somewhat subjective judgment and we believe that we have
addressed  the major  concerns  of  environmental  groups  with  respect  to the
EarthShell Big Mac(R)sandwich container and have goals in place to:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;reduce the weight of the  container;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;use  reclaimed  starch from  sources not currently  being  reclaimed for commercial  uses; and</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;continue our efforts to reduce the environmental impact of the EarthShell Big Mac(R)sandwich container.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Additionally,  we  prefer  to  use,  whenever  possible,
recycled  or  reclaimed  raw  materials  that meet our  processing  and  product
performance  criteria.  For example, we are currently seeking commercial sources
of  recycled,   FDA-compliant,   post  consumer  waste  ("PCW")  fiber.   Should
FDA-compliant  PCW fiber not be available,  we will use the next most  suitable,
environmental  fiber  source  and  adjust  any  relevant   environmental  claims
accordingly.  We  cannot  assure  you  that  environmental  groups,  regulators,
customers or consumers will agree that EarthShell Products have an environmental
advantage  over  conventional  packaging.  Nor can we assure you that all future
EarthShell Products,  some of which may require unique material formulations and
coatings, will have, or that the market will recognize them as having, a reduced
environmental  impact. If EarthShell Products do not have, or are not recognized
by others as having, a reduced environmental impact, this could adversely affect
market acceptance of these products.</FONT></P>

<P><FONT  FACE="Times  New Roman,  Times,  Serif"  SIZE=2><B>We  have not yet fully
evaluated  all of the  EarthShell  Products and it is possible  that some of the
products may not perform as well as conventional packaging products, which would
adversely affect market acceptance of these products.</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Although  we  believe  that we can  engineer  EarthShell
Products to meet many of the  critical  performance  requirements  for  specific
applications,  individual  products  may not  perform  as  well as  conventional
foodservice  disposables;  for example, some consumers may prefer clear cups and
clear  lids on  take-home  containers,  which  are not  available  with our foam
technology.  We are still developing many of our EarthShell Products and we have
not yet  evaluated  the  performance  of all of  them.  If we  fail  to  develop
EarthShell  Products  that  perform  comparably  with  conventional  foodservice
disposables,   this  could   cause   consumers   to  prefer   our   competitors'
products.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>We are exposed to risks of
delay that could delay the  introduction or market  acceptance of one or more of
our products and obligate us financially under one of our operating  agreements.
</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;There  are substantial risks of delay, some of which are
beyond our  control,  associated  with:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;developing  our products and related manufacturing processes; </FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;market acceptance of and demand for our products; and</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;developing sufficient production capacity to produce our products.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;For  example, we have experienced  significant delays in
the initial commercial production of the EarthShell Big Mac(R)sandwich container
for McDonald's.  These delays resulted from, among other things, difficulties in
integrating  manufacturing  equipment  and  persistent,  but  typical,  problems
debugging  our  manufacturing  lines  at  Sweetheart's  Owings  Mills,  Maryland
facility.  The manufacturing process includes various stages of operation,  such
as mixing, forming,  trimming,  sanding,  coating, printing and stacking, all of
which are integrated and computer  controlled along an assembly line. We believe
we will be  successful  in the  debugging  process  going  forward as we ramp up
production lines to produce at higher levels, but we cannot assure you that this
process will not result in further delays.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Future  delays will  obligate us  financially  under our
operating agreement with Sweetheart.  In addition,  we cannot assure you that we
or our licensees or joint venture partners will not experience  similar or other
problems in start-up or ongoing operations. Delays in the introduction or market
acceptance of one or more EarthShell Products would delay our ability to realize
any revenues from sales of those products.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>If McDonald&#146;s or any
other of our anticipated initial purchasers of our products does not purchase
significant quantities of our products, it could delay the introduction and
market acceptance of our products. </B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;We   intend  McDonald's  to  be  the  first  foodservice
operator to use  EarthShell  Products,  although  there can be no  assurance  of
minimum  purchase   commitments  going  forward.  If  McDonald's  or  any  other
anticipated  initial  purchasers  of our products does not  ultimately  purchase
significant  quantities of our  products,  it could delay the  introduction  and
market  acceptance  of one or more of our  products  and  delay our  ability  to
realize  any  revenues  from  sales  of  those  products.  We are  currently  in
discussions with  McDonald's/Perseco  with respect to EarthShell's commitment to
supply product to the McDonald's  system.  The original  relationship  was for a
term of three years.  With input from EarthShell and McDonald's,  Sweetheart and
Perseco are moving toward a structure that is consistent  with Perseco's  normal
supplier  relationships.  Our ongoing product validation process with respect to
EarthShell  Products being developed for use in McDonald's  restaurants does not
represent  a  binding  development  obligation  on the part of  McDonald's,  and
McDonald's  is  therefore  under no  obligation  to  initiate  or  continue  any
development relationship with us.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>An unexpected
unavailability  of raw materials used to manufacture our products,  increases in
the price of the raw  materials,  or the  necessity of finding  alternative  raw
materials  to use in our  products  could  delay  the  introduction  and  market
acceptance of our products. </B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Although  we believe that  sufficient  quantities of all
raw materials used in EarthShell  Products are generally  available,  if any raw
materials  become  unavailable  it could delay the commercial  introduction  and
hinder  market  acceptance  of  EarthShell  Products.  In  addition,  we and our
licensees may become significant consumers of certain key raw materials, such as
starch,  and if such  consumption  is  substantial  in relation to the available
resources,  raw material prices may increase which in turn may increase the cost
of EarthShell Products and impair our profitability. In addition, we may need to
seek alternative sources of raw materials or modify our product  formulations if
the cost or  availability  of the raw  materials  that we  currently  use become
prohibitive.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>We cannot assure you that
our licensees and joint venture partners will devote sufficient resources to our
products or successfully manufacture, distribute or market our products because
many of them have products that will compete with our products and our licensee
manufacturers are not obligated to achieve minimum sales quotas. </B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;We  have no  experience in  commercially  manufacturing,
distributing  and  marketing  foodservice  disposables.  We will  depend  on our
licensees and joint venture  partners to manufacture  and distribute  EarthShell
Products.  We  have  entered  into  agreements  with  Sweetheart,  Finland-based
Huhtamaki Van Leer Oyj and Prairie Packaging,  Inc., but these agreements permit
those licensees to manufacture and sell other foodservice  disposable  packaging
products that are not based on the EarthShell material.  We intend to enter into
additional  license  agreements and joint venture  relationships  in the future.
Although  we  have  produced  EarthShell  Products  at a  low  volume  level  at
Sweetheart's  facilities,  none of our other licensees has commercially produced
or  distributed  any EarthShell  Products.  Our licensee  manufacturers  are not
obligated to achieve  minimum  sales  quotas.  Our  licensees  and joint venture
partners also manufacture paper or polystyrene packaging which will compete with
EarthShell  Products.  We cannot assure you that our licensees and joint venture
partners will devote  sufficient  resources or otherwise be able successfully to
manufacture,  distribute or market EarthShell  Products.  Their failure to do so
would   inhibit   our   ability   to   distribute    our   products   into   the
marketplace.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Our dependence on E.
Khashoggi  Industries,  LLC  (&#147;EKI&#148;)  for the technology  necessary to
manufacture EarthShell Products and for certain technical personnel means that a
disruption in the  operations or financial  condition of EKI exposes us to risks
that EKI may not be able to perform services that we require. </B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;We  do not own the  technology  necessary to manufacture
EarthShell  Products and we are  dependent  upon our  world-wide,  royalty-free,
exclusive license pursuant to an Amended and Restated License Agreement with EKI
(the "License Agreement") to use that technology. We can only use the technology
to develop,  manufacture and sell specified  foodservice  disposables for use in
the foodservice industry and we have no right to exploit  opportunities to apply
this  technology  or improve it  outside  this field of use.  EKI may cancel the
license  if we are in  breach of any  material  obligations  under  the  License
Agreement and do not cure the breach within a specified  period.  If EKI were to
file for or be declared  bankrupt,  we would likely be able to retain our rights
under the  License  Agreement  with  respect  to U.S.  patents.  However,  it is
possible  that EKI could take steps to  terminate  our rights  under the License
Agreement with respect to international patents.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;We  share one key executive with EKI (Simon Hodson). EKI
also provides significant scientific and technical services to us pursuant to an
Amended and Restated  Technical  Services and Sublease Agreement (the "Technical
Services  Agreement"),  which runs through  December  31,  2002,  to support the
continued design and development of EarthShell  Products.  We also depend on EKI
to further develop and refine the basic technology used in EarthShell  Products,
although EKI is not obligated to complete any further  development or refinement
under the terms of the License  Agreement.  If anything disrupted the operations
or  financial  condition  of EKI, it would  expose us to the risk that EKI might
fail to perform services that we require.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Because one majority
shareholder  controls both EKI and  EarthShell,  conflicts may arise between the
companies with respect to corporate  opportunities and we cannot assure you that
these conflicts will always be resolved in EarthShell&#146;s favor. </B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Mr.  Essam  Khashoggi  is the indirect  majority  equity
owner of and therefore  controls both  EarthShell  and EKI, which means that Mr.
Khashoggi  owns a majority  interest in both  EarthShell  and EKI through  other
entities  which  he  controls.   Mr.   Khashoggi  is  the  beneficial  owner  of
approximately  61%  of the  outstanding  shares  of  EarthShell's  common  stock
directly or indirectly through various entities that he controls, including EKI.
As a result,  Mr. Khashoggi is able  to:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;elect all of the directors of EarthShell;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;control    the    direction    and   policies   of
EarthShell;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;determine
the outcome of corporate  transactions  requiring  the approval of  EarthShell's
stockholders,   including  mergers,  consolidations  and  the  sale  of  all  or
substantially all of the assets of EarthShell; and </FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;prevent
 or cause a change in control of EarthShell.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;  Mr.  Khashoggi  also  has the  power  to  control  our
relationship  with EKI,  which he also  controls,  and upon which we depend for,
among other things, research and development.  We cannot assure you that we will
always agree with Mr. Khashoggi's decisions regarding our business.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Conflicts   may  arise   between  EKI  and   EarthShell,
particularly with respect to corporate opportunities, including:</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;developing new markets and uses for products based
on the EarthShell Products;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;allocating research and development resources;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the  time that the common  directors  and officers
devote to EarthShell and EKI; and</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;how  each  of  EKI  and  EarthShell  performs  its
obligations under the License  Agreement,  the Technical  Services Agreement and
the Amended and  Restated  Agreement  for the  Allocation  of Patent  Costs (the
&#147;Patent Allocation Agreement&#148;).</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Under  the Patent Allocation Agreement, we are obligated
to pay or  reimburse  EKI for all costs and  expenses  associated  with  filing,
prosecuting,  acquiring and maintaining some patents or patent applications. EKI
will control the costs and expenses  incurred in  connection  with these patents
and patent  applications.  Any patents  granted will be the property of EKI, and
EKI may  obtain a benefit  from  those  patents  other  than  under the  License
Agreement,  including using and/or licensing the patents and related  technology
in a manner or for uses unrelated to the license which EKI granted to EarthShell
in the foodservice  disposables field of use. We cannot assure that conflicts of
interest  that arise  between  EKI and  EarthShell  will  always be  resolved in
EarthShell's favor.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Despite our attempts to
protect our patented technology, it is possible that third parties will infringe
our  patents,  that new  products  that we  develop  will not be  covered by our
existing  patents or that we could suffer an adverse  determination  in a patent
infringement  proceeding,  any and all of which could allow our  competitors  to
duplicate our products  without having had to incur the research and development
costs we have  incurred  and  therefore  allow them to produce and market  those
products more profitably than EarthShell. </B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Our  ability to compete  effectively  with  conventional
packaging will depend, in part, on our ability to protect our proprietary rights
to the licensed technology.  Although EKI and EarthShell endeavor to protect the
licensed technology through,  among other things, U.S. and foreign patents,  the
duration of these  patents is limited and we cannot  assure you that the patents
and patent applications licensed to us are sufficient to protect our technology.
We also cannot  assure you that any patent  that EKI obtains and  licenses to us
will be held  valid,  or that  others  will not  circumvent  or  infringe  those
patents.  We also rely on trade secrets and proprietary  know-how that we try to
protect in part by confidentiality  agreements with our licensee  manufacturers,
proposed joint venture  partners,  employees and  consultants.  These agreements
have limited  terms and we cannot assure you that these  agreements  will not be
breached,  that we will  have  adequate  remedies  for any  breach  or that  our
competitors will not learn our trade secrets or  independently  develop them. It
is necessary for us to litigate from time to time to enforce  patents  issued or
licensed to us, to protect our trade  secrets or know-how and to  determine  the
enforceability,  scope and validity of the proprietary  rights of others.  As an
example of this type of  litigation,  on August 2,  1999,  Novamont  S.p.A.,  an
Italian company specializing in the manufacture of a biodegradable plastic resin
and  products,  filed a complaint in the United  States  District  Court for the
Northern  District of Illinois alleging  infringement of three patents.  We have
analyzed all three patents and believe we have strong  meritorious  defenses and
have been  vigorously  defending the lawsuit.  During  calendar  2000,  Novamont
agreed to dismiss three of the four claims in the complaint  without  prejudice.
EarthShell will continue to defend the remaining infringement claim.  EarthShell
believes this legal  proceeding  will not have a material  adverse effect on our
financial condition or results of operations.  However,  the ultimate resolution
of this claim is subject to many  uncertainties.  It is possible that EarthShell
could  suffer an adverse  determination  in this  proceeding  which could have a
material  adverse effect on our financial  position,  operating  results or cash
flows when resolved in a future reporting  period.  Although we know of no other
alleged or actual  infringement by EarthShell or EKI of third party patents,  it
is always  possible  that a third party could  assert  infringement.  Patent and
patent  applications on formulations of the new composite  material are based in
part on specific  proportional  mixtures of the  components of the material.  We
continue to test and modify the  components and their  proportional  mixtures to
balance  environmental,  economic and performance concerns. We cannot assure you
that the mixture  that we  ultimately  determine to be optimal will be protected
under our patents or that it will not be subject to a patent held by others.  If
our patents do not protect the optimal mixture,  or if the mixture is subject to
a patent held by a third party and the third party asserts patent  infringement,
this would restrict our ability to produce and market our products.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;We  believe that we own or have the rights to use all of
the technology that we expect to incorporate  into EarthShell  Products,  but an
adverse determination in litigation or infringement  proceedings to which we are
or may become a party could subject us to significant  liabilities  and costs to
third parties or require us to seek licenses from third parties. Although patent
and  intellectual  property  disputes  are often  settled  through  licensing or
similar  arrangements,   costs  associated  with  those  arrangements  could  be
substantial and could include ongoing royalties.  Furthermore,  we cannot assure
you that we could obtain the necessary licenses on satisfactory terms or at all.
We could incur  substantial  costs  attempting  to enforce our licensed  patents
against third party  infringement,  or the unauthorized use of our trade secrets
and  proprietary   know-how  or  in  defending   ourselves   against  claims  of
infringement by others.  Accordingly, if we suffered an adverse determination in
a judicial or administrative  proceeding or failed to obtain necessary licenses,
it would prevent us from  manufacturing  or licensing others to manufacture some
of our products.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Established  competitors
in the  foodservice  disposables  industry  could improve the ability to recycle
their existing products or develop new  environmentally  preferable,  disposable
foodservice  containers  which could  render our  technology  obsolete and could
negatively impact our ability to compete. </B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Competition  among existing food and beverage  container
manufacturers in the foodservice  industry is intense.  At present,  most of our
competitors  have  substantially  greater  financial and marketing  resources at
their disposal than we do, and many have well-established supply, production and
distribution relationships and channels.  Companies producing products utilizing
competitive  materials such as paper,  plastic or  polystyrene  may reduce their
prices or engage in advertising or marketing campaigns designed to protect their
respective  market shares and impede market  acceptance of EarthShell  Products.
Recently, a number of paper and plastic disposable  packaging  manufacturers and
converters  have  tried  to  increase  recycling  of their  products.  Increased
recycling  of  paper  and  plastic   products   could   reduce  their   negative
environmental  impact,  which is one  significant  basis upon which we intend to
compete.  A number of companies have  introduced  starch-based  materials or are
attempting  to  develop  plastics  that they claim are  biodegradable  and other
specialty polymers as potential environmentally superior packaging alternatives.
We  expect  that  many  existing  packaging   manufacturers  may  actively  seek
competitive  alternatives  to our products and  processes.  The  development  of
competitive,  environmentally  preferable,  disposable  foodservice  containers,
whether or not based on our products and technology, could render our technology
obsolete and could impair our ability to compete.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Our loss of key
technical and management  personnel  could be highly  disruptive to our business
operations. </B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;At  present we depend upon  obtaining  and retaining the
services of  qualified  scientific  and  technical  personnel,  many of whom are
employees  of EKI and whose  services  are  provided  pursuant to the  Technical
Services  Agreement.  We are highly dependent on our Vice Chairman of the Board,
President and Chief Executive  Officer,  Simon K. Hodson,  who has been involved
with EarthShell  since its inception.  We do not hold "key man" insurance on any
of our personnel.  If we lost the services of any of our key employees, it could
be highly disruptive to our business operations.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>If the U.S. Food and Drug
Administration  (the  &#147;FDA&#148;)  were to find that our  products  did not
comply  with FDA  regulations,  they could ask us to  voluntarily  withdraw  our
products from the  marketplace  or seek legal remedies and sanctions to force us
to withdraw our products, either of which would prevent us from realizing future
revenues from those products. </B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;The  FDA  regulates  the  manufacture,  sale  and use of
EarthShell Products. The FDA's regulations are concerned with substances used in
food packaging  materials,  not with specific finished food packaging  products.
Thus,  food or  beverage  containers  will comply  with FDA  regulations  if the
components used in the food and beverage  containers:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;are approved by the FDA as indirect food additives
for their  intended  uses and  comply  with the  applicable  FDA  indirect  food
additive regulations; or</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;are   generally   recognized  as  safe  for  their
intended uses and are of suitable purity for those intended uses.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Each   of  the   components   of  the   EarthShell   Big
Mac(R)sandwich  container  and all other  current  prototype  products is either
approved by the FDA as an indirect food additive for its intended use,  codified
in the FDA's  regulations as generally  recognized as safe for its intended use,
or a commonly  recognized food ingredient that we and our consultants  regard as
generally  recognized as safe for its intended use.  However,  we have not asked
the FDA whether it concurs with our determination.  We intend to ensure that the
raw  materials  used  in the  EarthShell  Big  Mac(R)sandwich  container  are of
suitable  purity for their  intended uses by  specifying  standards to be met by
suppliers of raw materials and by material and product testing. The FDA does not
require that  manufacturers  of EarthShell  Products seek FDA  concurrence  that
components are generally  recognized as safe for their intended uses or that the
raw materials are of suitable  purity for their intended  uses. As a result,  we
believe that the  EarthShell  Big  Mac(R)sandwich  container  and other  current
prototype  EarthShell  Products will comply with all requirements of the FDA and
do not require FDA approval.  We cannot assure you, however,  that the FDA would
agree with these conclusions.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;If the FDA were to disagree with our determinations with
respect to the EarthShell  sandwich container or future products,  the FDA could
ask us to  voluntarily  withdraw the products from the  marketplace.  They could
also begin legal  action to remove the  products  from the  marketplace  and, if
appropriate,  pursue additional  sanctions  against us and our management.  Such
actions by the FDA would prevent us from  realizing  future  revenues from those
products.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Fluctuations or decreases
in the trading price of our common stock may adversely affect the liquidity of
the stock&#146;s trading market and our ability to raise capital through future
offerings of capital stock. </B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;The  stock market from time to time experiences  extreme
price  and  volume  fluctuations  which  are often  unrelated  to the  operating
performance of particular companies.  Since our initial public offering in March
1998,  the  market  price of our  common  stock  has been  volatile,  and it may
continue to be volatile in the future. Factors that may significantly impact the
market price and marketability of our common stock include,  but are not limited
to:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;insufficient  cash to finance our business; </FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;changes  in our  technological  innovations or new
commercial products or those of our competitors; </FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;unacceptable   economics  of   manufacturing   our
products; </FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;inability  to  license  the  technology  to  third
parties;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;development  or  disputes  concerning  proprietary
rights; </FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;failure to meet analysts' earnings  estimates;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;loss of key management; </FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;adverse regulatory  actions or decisions;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;general economic and other external factors; and </FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;period-to-period fluctuations in our financial results.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Fluctuations  or decreases  in the trading  price of our
common stock may adversely  affect the liquidity of the stock's  trading  market
and  our  ability  to  raise  capital   through  future   offerings  of  capital
stock.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>A significant number of our
total outstanding  shares may be sold into the market at any time in the future.
This could  cause the market  price of our common  stock to drop  significantly,
even if our business is doing well. </B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Approximately  63 million of EarthShell's  approximately
105  million  outstanding  shares of common  stock are  "restricted  securities"
within the meaning of Rule 144 ("Rule 144") promulgated under the Securities Act
of 1933.  This means that they may not be sold  without  first being  registered
under the  Securities Act unless an exemption  from  registration  is available,
including the exemptions  contained in Rule 144. These  approximately 63 million
shares, which are held by current  stockholders,  are eligible for sale pursuant
to Rule 144,  subject to the volume  and manner of sale  limitations  under Rule
144. In addition,  we granted "demand" and "piggy-back"  registration  rights to
all of our  stockholders  who owned our preferred  stock and common stock before
our initial public  offering,  including  EKI. We cannot predict the effect,  if
any,  that public sales of these shares or the  availability  of shares for sale
will  have  on  the  market  price  of our  common  stock  from  time  to  time.
Nevertheless, if our stockholders,  and particularly our directors and officers,
sell  substantial  amounts of our common stock in the public  market,  or if the
public perceives that such sales could occur,  this could have an adverse impact
on the  market  price of our  common  stock,  even if  there is no  relationship
between such sales and the performance of our business.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Our charter documents and
Delaware law include provisions that may discourage a potential takeover, even
if it would be beneficial to our stockholders. </B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Our  Certificate  of  Incorporation  and  Bylaws and the
Delaware General  Corporation Law include provisions that may discourage persons
from pursuing a  non-negotiated  takeover of EarthShell  and prevent  changes of
control  under some  circumstances,  even if doing so would be beneficial to our
stockholders.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Our  projected
international  revenues are subject to risks inherent in international  business
activities. </B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;We  expect sales of our products and services in foreign
countries  to account for a material  portion of our  revenues.  These sales are
subject   to   risks   inherent   in    international    business    activities,
including:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any  adverse  change in the  political or economic
environments in these countries;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;economic instability;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any  adverse  change in tax,  tariff  and trade or
other regulations;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the   absence   or   significant   lack  of  legal
protection for intellectual property rights;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;exposure  to exchange rate risk for revenues which
are denominated in currencies other than U.S. dollars; and</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;difficulties  in managing joint venture businesses
spread over various jurisdictions.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Our  revenues could be substantially less than we expect
if these  risks  affect our  ability to  successfully  sell our  products in the
international market.</FONT></P>

<PAGE>






<H1 ALIGN=CENTER><FONT SIZE=3>USE OF PROCEEDS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;We will receive all of the net proceeds from the sale of
our  common  stock  registered  by the  registration  statement  of  which  this
prospectus is a part. The proceeds we receive will be used for general corporate
purposes  or  as  may  be  stated  in  a  supplement  or   supplements  to  this
prospectus.</FONT></P>

<H1 ALIGN=CENTER><FONT SIZE=3>PLAN OF DISTRIBUTION</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Our common stock may be offered for sale and sold in one
or more transactions,  including block transactions, at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at prices determined on a negotiated
or competitive bid basis.  Shares of common stock may be sold directly,  through
agents  designated from time to time, or by such other means as may be specified
in the supplement to this prospectus.  Participating agents or broker-dealers in
the  distribution  of any of the  shares  of  common  stock  may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended. Any
discount or commission received by any underwriter and any participating  agents
or  broker-dealers,  and any  profit on the  resale  of  shares of common  stock
purchased  by  any of  them  may  be  deemed  to be  underwriting  discounts  or
commissions under the Securities Act.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Shares  of our  common  stock  may  be  sold  through  a
broker-dealer  acting  as  agent  or  broker  or to a  broker-dealer  acting  as
principal.  In the latter case, the broker-dealer may then resell such shares of
common  stock  to  the  public  at  varying  prices  to  be  determined  by  the
broker-dealer at the time of resale.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;To  the extent required,  the number of shares of common
stock to be sold, information relating to the underwriters,  the purchase price,
the public offering price, if applicable, the name of any underwriter,  agent or
broker-dealer,  and  any  applicable  commissions,   discounts  or  other  items
constituting  compensation to such underwriters,  agents or broker-dealers  with
respect to a particular offering will be set forth in an accompanying supplement
to this prospectus.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;If  underwriters  are used in a sale,  shares  of common
stock will be  acquired  by the  underwriters  for their own  account and may be
resold  from  time to time in one or  more  transactions,  including  negotiated
transactions,  at a fixed public offering price or at varying prices  determined
at the time of sale.  Shares of common stock may be offered to the public either
through underwriting syndicates represented by one or more managing underwriters
or directly by one or more firms  acting as  underwriters.  The  underwriter  or
underwriters  with  respect to a particular  underwritten  offering of shares of
common stock will be named in the supplement to this prospectus relating to that
offering and, if an underwriting  syndicate is used, the managing underwriter or
underwriters    will   be   stated    on   the    cover   of   the    prospectus
supplement.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Under  the securities laws of some states, the shares of
common  stock  registered  by the  registration  statement  may be sold in those
states only through registered or licensed brokers or dealers.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Any  person  participating in the distribution of common
stock registered under the registration  statement that includes this prospectus
will be subject to applicable provisions of the Securities Exchange Act of 1934,
as amended,  and the  applicable  SEC rules and  regulations,  including,  among
others,  Regulation  M, which may limit the timing of purchases and sales of any
of our common stock by any such person.  Furthermore,  Regulation M may restrict
the ability of any person  engaged in the  distribution  of our common  stock to
engage in  market-making  activities  with  respect to our common  stock.  These
restrictions may affect the marketability of our common stock and the ability of
any person or entity to engage in  market-making  activities with respect to our
common stock.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Upon sale under the registration statement that includes
this  prospectus,  the shares of common  stock  registered  by the  registration
statement  will be  freely  tradable  in the  hands of  persons  other  than our
affiliates.</FONT></P>



<PAGE>






<H1 ALIGN=CENTER><FONT SIZE=3>LEGAL MATTERS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Gibson,  Dunn &amp; Crutcher  LLP, Los Angeles,  California,
will pass upon the legality of the common stock being offered by this prospectus
for EarthShell.</FONT></P>

<H1 ALIGN=CENTER><FONT SIZE=3>EXPERTS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;The financial statements incorporated in this prospectus
by reference  from  EarthShell's  Annual  Report on Form 10-K for the year ended
December  31,  1999 have been  audited  by  Deloitte &amp; Touche  llp,  independent
auditors,  as stated in their report, which is incorporated herein by reference,
and have been so  incorporated  in  reliance  upon the report of such firm given
upon their authority as experts in accounting and auditing.</FONT></P>

<H1 ALIGN=CENTER><FONT SIZE=3>FORWARD-LOOKING STATEMENTS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;This  prospectus  contains or  incorporates by reference
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, that involve risks and uncertainties. Forward-looking statements can
typically be  identified  by the use of  forward-looking  words,  such as "may,"
"will,"  "could,"  "project,"  "believe,"   anticipate,"  "expect,"  "estimate,"
"continue,"  "potential,"  "plan,"  "forecasts,"  and the like. These statements
appear in a number of places in this prospectus and include statements regarding
our intentions, plans, strategies,  beliefs or current expectations and those of
our directors or our officers with respect to, among other things:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;our financial prospects;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;our financing plans;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;trends   affecting  our  financial   condition  or
operating results;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;our strategies for growth, operations, and product
development and commercialization; and</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;conditions  or trends in or factors  affecting the
foodservice disposables industry.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Forward-looking   statements  do  not  guarantee  future
performance and involve risks and uncertainties  that could cause actual results
to differ materially from those anticipated.  The information  contained in this
prospectus,  or incorporated  by reference,  identifies  important  factors that
could cause such differences.</FONT></P>

<H1 ALIGN=CENTER><FONT SIZE=3>WHERE YOU CAN FIND MORE INFORMATION</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;We   have  filed  with  the   Securities   and  Exchange
Commission a  Registration  Statement on Form S-3 under the  Securities Act with
respect to the common stock offered by this prospectus.  This prospectus,  which
constitutes  part of the Registration  Statement,  omits some of the information
contained in the Registration  Statement and the exhibits and schedules  thereto
on file with the SEC  pursuant to the  Securities  Act of 1933 and the rules and
regulations  of the SEC.  We also  file  reports,  proxy  statements  and  other
information with the SEC under the Securities Exchange Act of 1934.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;You  may  read  and  copy  the  Registration  Statement,
including  exhibits  and  schedules  thereto,  as  well  as our  reports,  proxy
statements  and other  information  that we file, at the Public  Reference  Room
maintained by the SEC at 450 Fifth Street, N.W., Washington,  D.C. 20549. Please
call the SEC at  1-800-SEC-0330  for more information about the public reference
rooms.  The SEC also  maintains  a web site  that  contains  reports,  proxy and
information  statements and other information filed  electronically with the SEC
at      http://www.sec.gov.      Our     web     site     is      located     at
http://www.earthshell.com.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Our  statements in this prospectus as to the contents of
any contract or other document referred to are not necessarily  complete.  For a
complete  understanding of any such contract or other document,  you should read
that  contract  or  document,  which  has  been  filed  as  an  exhibit  to  the
Registration Statement.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;You  should  rely on the  information  provided  in this
prospectus.  We have not  authorized  anyone else to provide you with  different
information.  We are not making an offer of these  securities in any state where
the offer is not  permitted.  You  should not  assume  the  information  in this
prospectus  is accurate as of any date other than the date on the front cover of
this prospectus.</FONT></P>

<H1 ALIGN=CENTER><FONT SIZE=3>INFORMATION INCORPORATED BY REFERENCE</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;The  following  documents,  which we have filed with the
SEC, are incorporated by reference into this prospectus:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our annual report on Form 10-K for the fiscal year
ended December 31, 1999;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our   quarterly   report  on  Form  10-Q  for  the
quarterly period ended March 31, 2000;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our  definitive  proxy  statement  on Schedule 14A
dated April 14, 2000;</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our   quarterly   report  on  Form  10-Q  for  the
quarterly period ended June 30, 2000; and</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our   quarterly   report  on  Form  10-Q  for  the
quarterly period ended September 30, 2000. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;All  documents  that we file  with the SEC  pursuant  to
Section 13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act of 1934 after
the date of this  prospectus  and before the  termination of the offering of the
shares of common  stock  shall be deemed  incorporated  by  reference  into this
prospectus and to be a part of this prospectus from the respective  filing dates
of such documents.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;We  will provide without charge to each person to whom a
copy of this  prospectus  is  delivered,  upon  such  person's  written  or oral
request,  a copy of any and all of the information  incorporated by reference in
this prospectus, other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the information that this prospectus
incorporates.  Requests should be directed to Investor Relations,  800 Miramonte
Drive, Santa Barbara, California, 93109.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Any  statement  contained in a document  incorporated or
deemed  to be  incorporated  by  reference  in this  prospectus  shall be deemed
modified,  superseded or replaced for purposes of this  prospectus to the extent
that a statement  contained  in this  prospectus  or in any  subsequently  filed
document  that also is or is  deemed to be  incorporated  by  reference  in this
prospectus  modifies,  supersedes or replaces such  statement.  Any statement so
modified,  superseded  or replaced  shall not be deemed,  except as so modified,
superseded or replaced, to constitute a part of this prospectus.</FONT></P>



<PAGE>




<PRE>
--------------------------------------  -------------------------------------

We have  not  authorized  any  dealer,
salesperson  or any  other  person  to
give  any  information  or to make any            15,000,000 Shares
representations   other   than   those
contained   in  this   prospectus   in
connection  with the  offer  contained          EarthShell Corporation
herein,  and,  if given  or made,  you
should not rely upon such  information
or   representations  as  having  been
authorized   by   EarthShell   or  the
Selling  Stockholder.  This prospectus               Common Stock
does  not  constitute  an offer of any
securities  other  than those to which
it relates  or an offer to sell,  or a
solicitation   of  an  offer  to  buy,
those  to  which  it  relates  in  any
state to any  person to whom it is not
lawful  to  make  such  offer  in such
state.    The    delivery    of   this
prospectus  at any time does not imply
that   the   information   herein   is
correct  as of any time after the date
of this prospectus.

           TABLE OF CONTENTS
                                Page


                                                    --------------
RISK FACTORS                     1
                                                      PROSPECTUS
USE OF PROCEEDS                 10
                                                   January 4, 2001
PLAN OF DISTRIBUTION            10                  ______________


LEGAL MATTERS                   11

EXPERTS                         11

FORWARD LOOKING STATEMENTS      11

WHERE YOU CAN FIND MORE
      INFORMATION               11

INFORMATION INCORPORATED BY
      REFERENCE                 12



Until ____________     ,   2000  (25
days after the  commencement of this
offering),  all dealers  that effect
transactions  in  these  securities,
whether  or  not   participating  in
this  offering,  may be  required to
deliver  a  prospectus.  This  is in
addition to the dealers'  obligation
to deliver a prospectus  when acting
as underwriters  and with respect to
their    unsold     allotments    or
subscriptions.

------------------------------------    -------------------------------------

</PRE>

<PAGE>




<H1 ALIGN=CENTER><FONT SIZE=3><B>PART II</B></FONT></H1>

<H1 ALIGN=CENTER><FONT SIZE=3><B>INFORMATION NOT REQUIRED IN PROSPECTUS</B></FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Item 14.  Other Expenses
of Issuance and Distribution.</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;The  following table sets forth all expenses  payable by
EarthShell in connection with the offering of our common stock being  registered
hereby. All amounts are estimated except the SEC registration fee:</FONT></P>

<PRE>
                 Expenses                       Amount

SEC Registration Fee..................           $8,601
NASDAQ National Market Fees...........          $35,000
Legal Fees and Expenses...............          $20,000
Accounting Fees and Expenses..........          $10,000
Miscellaneous Expenses................           $1,000

            TOTAL.....................          $74,601
                                                =======
</PRE>




<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Item 15. Indemnification of
Officers and Directors.</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Section 145 of the Delaware General Corporation Law (the
"DGCL")  makes  provision for the  indemnification  of officers and directors in
terms  sufficiently  broad to  indemnify  officers and  directors of  EarthShell
Corporation  (the  "Company")  under  certain   circumstances  from  liabilities
(including reimbursement for expenses incurred) arising under the Securities Act
of 1933.  The  Company's  Charter and Bylaws  provide,  in effect,  that, to the
fullest extent and under the circumstances permitted by Section 145 of the DGCL,
the Company will  indemnify any person who was or is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal,  administrative or investigative, by reason
of the fact that he is a director or officer of the Company or is or was serving
at the request of the Company as a director or officer of another corporation or
enterprise.  The  Company  may,  in  its  discretion,  similarly  indemnify  its
employees and agents.  The Charter  relieves its directors from monetary damages
to the Company or its stockholders for breach of such director's  fiduciary duty
as  directors  to the  fullest  extent  permitted  by the  DGCL.  Under  Section
102(b)(7) of the DGCL, a  corporation  may relieve its  directors  from personal
liability to such  corporation or its  stockholders for monetary damages for any
breach of their fiduciary duty as directors  except (i) for a breach of the duty
of  loyalty,  (ii) for  failure  to act in good  faith,  (iii)  for  intentional
misconduct or knowing violation of law, (iv) for willful or negligent  violation
of certain provisions in the DGCL imposing certain  requirements with respect to
stock  repurchases,  redemption and dividends,  or (v) for any transactions from
which the director  derived an improper  personal  benefit.  Depending  upon the
character of the  proceeding,  under  Delaware  law,  the Company may  indemnify
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred in connection  with any action,
suit or proceeding if the person indemnified acted in good faith and in a manner
he or she  reasonably  believed to be in or not opposed to the best  interest of
the Company,  and,  with respect to any criminal  action or  proceeding,  had no
cause to believe his or her conduct was unlawful.  To the extent that a director
or officer of the Company has been successful in the defense of any action, suit
or proceeding  referred to above, the Company will be obligated to indemnify him
or her against  expenses  (including  attorneys'  fees)  actually and reasonably
incurred in connection therewith.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Item 16.  Exhibits.</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;See   Exhibit  Index  attached   hereto   following  the
signature pages and incorporated herein by reference.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Item 17. Undertakings.</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;The undersigned registrant hereby undertakes:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;(1)  To file, during any period in which offers or sales
are   being   made,   a   post-effective    amendment   to   this   Registration
Statement:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;(i)  To  include  any  prospectus  required  by  Section
10(a)(3) of the Securities Act of 1933;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;(ii)  To reflect in the  prospectus  any facts or events
arising  after the  effective  date of the  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
Registration Statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20% change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration Fee" table in the effective registration statement.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;(iii)  To include any material  information with respect
to the  plan  of  distribution  not  previously  disclosed  in the  Registration
Statement  or any  material  change  to  such  information  in the  Registration
Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Securities and Exchange  Commission by the registrant  pursuant to Section 13 or
Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in the registration statement;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;(2)  That, for the purpose of determining  any liability
under the Securities Act of 1933,  each such  post-effective  amendment shall be
deemed to be a new  Registration  Statement  relating to the securities  offered
therein,  and the offering of such  securities at the time shall be deemed to be
the initial bona fide offering thereof; and</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;(3)   To  remove  from   Registration   by  means  of  a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;(4)  That,  for purposes of  determining  any  liability
under the Securities Act of 1933, each filing of the registrant's  annual report
pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant  to  Section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;(5)  To  deliver  or  cause  to be  delivered  with  the
prospectus,  to each person to whom the prospectus is sent or given,  the latest
annual  report to security  holders  that is  incorporated  by  reference in the
prospectus and furnished  pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the  Securities  Exchange Act of 1934;  and,  where  interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;(6)  Insofar as indemnification  for liabilities arising
under the  Securities  Act of 1933 may be permitted to  directors,  officers and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.</FONT></P>


<PAGE>


<H1 ALIGN=CENTER><FONT SIZE=3><B>SIGNATURES AND POWER OF ATTORNEY</B></FONT></H1>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Pursuant  to the  requirements  of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-3 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Santa Barbara, State of California, on January
4, 2001.</FONT></P>

<PRE>
                                    EARTHSHELL CORPORATION




                                    By: /s/ Simon K. Hodson
                                       Simon K. Hodson
                                       Vice Chairman of the Board,
                                       Chief Executive Officer and President

</PRE>

<PAGE>






<P><FONT   FACE="Times  New  Roman,   Times,   Serif"   SIZE=2>Pursuant  to  the
requirements of the Securities Act of 1933, this Registration Statement has been
signed  by  the  following   persons  in  the   capacities   and  on  the  dates
indicated.</FONT></P>

<PRE>
         Signature                          Title                        Date

       *                     Chairman of the Board                January 4, 2001
Essam Khashoggi

/s/ Simon K. Hodson          Vice Chairman of the Board and       January 4, 2001
Simon K. Hodson              Chief Executive Officer
                             (Principal Executive Officer)

       *                     Chief Financial Officer and          January 4, 2001
D. Scott Houston             Secretary
                             (Principal Financial and Accounting
                             Officer)

       *                     Director                             January 4, 2001
John Daoud

       *                     Director                             January 4, 2001
Layla Khashoggi

       *                     Director                             January 4, 2001
Howard J. Marsh

       *                     Director                             January 4, 2001
Lynn Scarlett

/s/ Simon K. Hodson          Attorney-in-Fact
Simon K. Hodson
</PRE>

<PAGE>



<PRE>

                                     EXHIBIT INDEX

                                                                     Sequentially
Exhibit                                                               Numbered
 Number                          Description                          Page+

  4.1     Specimen certificate of Common Stock.*
  5.1     Opinion and consent of Gibson, Dunn &amp; Crutcher LLP.
 23.1     Consent of Deloitte &amp; Touche LLP.
 23.2     Consent of Gibson, Dunn &amp; Crutcher LLP (included in Exhibit 5.1).
 24.1     Power of Attorney (included as part of signature page).**
---------------------


*     Previously filed, as an exhibit to the Company's Registration Statement on Form
      S-1 and amendments thereto (Registration No. 333-13287), and incorporated herein
      by reference.

+     Only contained in manually executed version.

</PRE>

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<TYPE>EX-5
<SEQUENCE>2
<FILENAME>0002.htm
<DESCRIPTION>EXHIBIT 5.1
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<HTML>
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<TITLE> EX 5.1
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<H1 ALIGN=CENTER><FONT SIZE=3>EXHIBIT 5.1</FONT></H1>



<H1 ALIGN=CENTER><FONT SIZE=3>[Letterhead of Gibson, Dunn &amp; Crutcher LLP]</FONT></H1>


<H1 ALIGN=CENTER><FONT SIZE=3>January 4, 2001</FONT></H1>


<PRE>
(310) 552-8500                                                      C23155-00001

EarthShell Corporation
800 Miramonte Drive
Santa Barbara, California  93109
</PRE>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Re:
 Registration Statement on Form S-3 of EarthShell Corporation (File No. 333-52256)</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Ladies and Gentlemen:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
refer to the registration statement on Form S-3 (the &#147;Registration
Statement&#148;), under the Securities Act of 1933, as amended (the
&#147;Securities Act&#148;), filed by EarthShell Corporation, a Delaware
corporation (the &#147;Corporation&#148;), File No. 333-52256, with respect to
the sale by the Corporation of the Corporation&#146;s common stock, par value
$0.01 per share (&#147;Common Stock&#148;), in varying amounts and on terms to
be determined at the time of sale. The aggregate number of shares (the
&#147;Shares&#148;) of Common Stock that may be sold by the Corporation as
described in the Registration Statement will not exceed 15,000,000. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
the purpose of rendering this opinion, we have made such factual and legal
examinations as we deemed necessary under the circumstances, and in that
connection we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have made such
inquiries as we have deemed appropriate for the purpose of rendering this
opinion. In connection with our examination of such documents, we have assumed
the genuineness of all signatures on, and the authenticity of, all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as copies. With respect to agreements and instruments
executed by natural persons, we have assumed the legal competency of such
persons. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
 have also assumed the following:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
the Registration Statement, and any amendments thereto (including post-effective
amendments) and any additional registration statement filed under Rule 462, will
have become effective under the Securities Act and such effectiveness shall not
have been terminated or rescinded; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) a
prospectus supplement (a "Prospectus Supplement") will have been prepared and
filed with the Securities and Exchange Commission describing the Common Stock offered
thereby;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
all Shares issued will be issued and sold in compliance with applicable federal
and state securities laws and solely in the manner stated in the Registration
Statement and the appropriate Prospectus Supplement and there will not have
occurred any change in law affecting the validity or enforceability of such
Shares; and </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
the Board of Directors of the Corporation will have duly authorized the
Corporation to register, offer, sell, and issue the Securities in conformity
with the Corporation&#146;s Certificate of Incorporation, as amended, and the
Corporation&#146;s bylaws, as amended, through such time, and such authorization
will remain in effect and unchanged at all times during which the Shares are
offered and will not have been modified or rescinded. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Based
on our examination described above, subject to the assumptions stated above and
relying on the statements of fact contained in the documents that we have
examined, we are of the opinion that when the Corporation receives consideration
per share for the Shares in such an amount (not less than the par value per
share) as has been or may be determined by the Board of Directors of the
Corporation, the Shares will have been duly authorized by all necessary
corporate action on the part of the Corporation, and, when issued and sold as
contemplated in the Registration Statement, the Shares will be legally and
validly issued, fully paid and non-assessable. </FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
opinion is limited to the present corporate laws of the State of Delaware, the
present laws of the State of California and the present federal laws of the
United States and to the present judicial interpretations thereof and to the
facts as they presently exist. We express no opinion as to matters involving the
laws of any jurisdiction other than the States of California and Delaware and
the United States. We are not admitted to practice law in the State of Delaware,
but we are generally familiar with the Delaware General Corporation Law as
presently in effect and have made such inquiries as we considered necessary to
render our opinion.  </FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our name under the caption &#147;Legal
Matters&#148; in the Prospectus which forms a part of the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act or the General Rules and Regulations of the Securities and Exchange
Commission. </FONT></P>

<P ALIGN=RIGHT><FONT SIZE=2>Very truly yours,</FONT></P>

<P ALIGN=RIGHT><FONT SIZE=2>/s/ Gibson, Dunn &amp; Crutcher LLP</FONT></P>

<P ALIGN=RIGHT><FONT SIZE=2>GIBSON, DUNN &amp; CRUTCHER LLP</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>RKM/CMN</FONT></P>

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<SEQUENCE>3
<FILENAME>0003.htm
<DESCRIPTION>INDEPENDENT AUDITORS CONSENT
<TEXT>

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<TITLE> EX 23.1 Independent Auditors' Consent
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<H1 ALIGN=CENTER><FONT SIZE=3>EXHIBIT 23.1</FONT></H1>



<H1 ALIGN=CENTER><FONT SIZE=3>INDEPENDENT AUDITORS' CONSENT</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We consent to the
incorporation by reference in this Registration Statement of EarthShell
Corporation on Form S-3 of our report dated March 15, 2000, appearing in the
Annual Report on Form 10-K of EarthShell Corporation for the year ended December
31, 1999 and to the reference to us under the heading &#147;Experts&#148; in the
Prospectus, which is part of this Registration Statement. </FONT></P>

<PRE>
DELOITTE &amp; TOUCHE LLP
Baltimore, Maryland
January 4, 2001
</PRE>



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