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<CONFORMED-NAME>EARTHSHELL CORP
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<STREET1>9020 JUNCTION DRIVE
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<DESCRIPTION>PROSPECTUS SUPPLEMENT NO. 16
<TEXT>

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<TITLE>  Prospectus Supplement No. 16
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<P  ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Filing pursuant to Rule 424(b)(2)</FONT></P>
<P  ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Registration Statement No. 333-33752</FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Prospectus Supplement No. 16</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(To Prospectus Dated April 18, 2000)</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5,000,000 Shares</FONT></H1>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EARTHSHELL CORPORATION</FONT></H1>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Common Stock</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You
should read this prospectus supplement along with the accompanying prospectus.
These documents contain information you should consider when making your
investment decision. You should rely only on the information contained or
incorporated by reference in this prospectus supplement and the accompanying
prospectus. We have not authorized anyone else to provide you with different or
additional information. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
prospectus supplement and the accompanying prospectus do not constitute an offer
to sell or a solicitation of an offer to buy any securities other than the
common stock offered hereby. This prospectus supplement and the accompanying
prospectus do not constitute an offer to sell or a solicitation of an offer to
buy our common stock in any circumstances in which an offer or solicitation is
unlawful. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Information
in this prospectus supplement and the accompanying prospectus may change after
the date on the front of the applicable document. You should not interpret the
delivery of this prospectus supplement or the accompanying prospectus or the
sale of the common stock as an indication that there has been no change in our
affairs since that date. </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) 897-2299. </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;<B>Investing
in our common stock involves a high degree of risk. See &#147;Risk Factors&#148;
beginning on page 1 of the prospectus.</B> </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;<B>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>

<P  ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The date of
this Prospectus Supplement is FEBRUARY 5, 2001</FONT></P>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>USE OF PROCEEDS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
net  proceeds to us from this  offering  will be  $950,000.  We will use the net
proceeds of this  offering of our common stock as  described in the  prospectus.
See "Use of Proceeds" beginning on page 11 of the prospectus.</FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PLAN OF DISTRIBUTION</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
have entered into a common stock purchase  agreement with Acqua Wellington North
American Equities Fund, Ltd. pursuant to which EarthShell may, from time to time
and in its  sole  discretion  during  the 12  months  following  the date of the
agreement,  present Acqua  Wellington  with draw-down  notices  requiring  Acqua
Wellington to purchase up to $2,500,000 of EarthShell common stock in respect of
each  draw-down  notice.  EarthShell  will  issue  and sell the  shares to Acqua
Wellington at a per share price equal to the average price of EarthShell  common
stock over a period of time after the  draw-down  notice  less a discount of 5%.
EarthShell may present Acqua  Wellington with up to 12 draw-down  notices during
the term of the agreement. Pursuant to the agreement,  EarthShell will issue and
sell shares of its common stock to Acqua Wellington  immediately  following each
of four  consecutive  weekly  periods  in respect  of each  draw-down  notice so
presented.  Although the common stock purchase  agreement with Acqua  Wellington
provides that EarthShell  generally may not draw down unless EarthShell's common
stock is  trading  at $3.00 per share or more,  Acqua  Wellington  has agreed to
purchase  the shares of our  common  stock  offered  and sold  pursuant  to this
prospectus supplement at a lower price.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
date,  and  including  the  issuance  of  shares  pursuant  to  this  prospectus
supplement  and the  receipt  of the net  proceeds  in  consideration  for those
shares,  we have issued and sold an aggregate of [update to include  shares from
Supp. No. 1 to 1/4/01 prospectus] shares of our common stock to Acqua Wellington
North  American  Equities  Fund,  Ltd.  for  aggregate  net proceeds of [update]
pursuant   to  the  common   stock   purchase   agreement   and  other   related
agreements.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
are offering and selling 542,831 shares of our common stock to Acqua  Wellington
North American Equities Fund, Ltd. pursuant to this prospectus  supplement.  The
common stock will be purchased at a negotiated  purchase price of  approximately
$1.750 per share. We will not pay any other compensation in conjunction with the
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;Acqua
Wellington and its pledgees,  donees,  transferees and other subsequent  owners,
may offer  their  shares at various  times in the  over-the-counter  market,  in
privately  negotiated  transactions,  at prevailing market prices at the time of
sale, at prices related to those prevailing  market prices,  at negotiated or at
fixed prices.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
transactions  in the shares may be effected by ordinary  brokerage  transactions
and transactions in which the broker solicits purchasers,  purchases by a broker
or dealer as principal,  and the resale by that broker or dealer for its account
under  this  prospectus,  including  resale to another  broker or dealer,  block
trades in which the  broker or dealer  will  attempt to sell the shares as agent
but may  position  and  resell a portion of the block as  principal  in order to
facilitate  the  transaction,   or  negotiated   transactions   between  selling
stockholders and purchasers without a broker or dealer.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the common stock  purchase  agreement with Acqua  Wellington,  we have agreed to
indemnify and hold harmless Acqua  Wellington and each person who controls Acqua
Wellington  against  certain  liabilities,   including   liabilities  under  the
Securities Act of 1933, as amended, which may be based upon, among other things,
any untrue  statement  or alleged  untrue  statement  of a material  fact or any
omission  or alleged  omission  of a material  fact,  unless  made or omitted in
reliance upon written information provided to us by Acqua Wellington.</FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>MARKET FOR OUR COMMON STOCK</FONT></H1>

<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 "ERTH." On
February  2,  2001,  the  closing  price of one  share of our  common  stock was
$1.5938.  The common stock sold under this prospectus  supplement will be listed
on the NASDAQ  National  Market after we notify the NASDAQ  National Market that
the shares have been issued.  As of February 2, 2001 and  including the issuance
of shares pursuant to this prospectus  supplement,  we had $106,136,075shares of
common stock outstanding.</FONT></P>

<PRE>
TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT
                             Page
                             ----
USE OF PROCEEDS               S-2
PLAN OF DISTRIBUTION          S-2
MARKET FOR OUR COMMON STOCK   S-2

PROSPECTUS
                             Page
                             ----

RISK FACTORS                    1
USE OF PROCEEDS                11
PLAN OF DISTRIBUTION           11
LEGAL MATTERS                  12
EXPERTS                        12
FORWARD-LOOKING STATEMENTS     12
WHERE YOU CAN FIND MORE
      INFORMATION              12
INFORMATION INCORPORATED BY
      REFERENCE                13
</PRE>
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