<SUBMISSION>
<ACCESSION-NUMBER>0000911801-01-500008
<TYPE>S-3
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20010601
<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
<ACT>33
<FILE-NUMBER>333-62142
<FILM-NUMBER>1652988
</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
<SEQUENCE>1
<FILENAME>s3es62001.html
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>

<HTML>
<HEAD>
<TITLE> S-3
</TITLE>
</HEAD>
<BODY>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>As filed with
 the Securities and Exchange Commission on June 1, 2001</FONT></P>

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

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>UNITED STATES
SECURITIES AND EXCHANGE COMMISSION<BR>
WASHINGTON, D.C. 20549</FONT></H1>

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

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FORM S-3</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>REGISTRATION
STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</FONT></H1>

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

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>EARTHSHELL
CORPORATION</B></FONT><BR>   <FONT   FACE="Times   New  Roman,   Times,   Serif"
SIZE=1>(Exact name of registrant as specified in its charter)</FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>DELAWARE</B></FONT><BR>
<FONT FACE="Times New Roman, Times,  Serif"  SIZE=1>(State or other jurisdiction
of incorporation or organization)</FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>77-0322379</B><BR>
(I.R.S. Employer Identification No.)<BR>
<B>800 Miramonte Drive<BR>
Santa Barbara, California 93109<BR>
(805) 897-2248</B><BR>
(Address, including zip code, and telephone number,<BR>
including area code, of registrant's principal executive offices)</FONT></P>

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

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Simon K.
Hodson<BR>
Chief Executive Officer<BR>
800 Miramonte Drive<BR>
Santa Barbara, California 93109<BR>
(805) 897-2248<BR>
(Name, address, including zip code, and telephone number,<BR>
including area code, of agent for service)</B></FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Copies to:<BR>
Robert K. Montgomery, Esq.<BR>
Casey M. Nault, Esq.<BR>
2029 Century Park East<BR>
Los Angeles, California 90067<BR>
(310) 552-8500<BR>
Approximate date of commencement of proposed sale to the public: </B><BR>
From time to time after this registration statement becomes effective.</FONT></P>

<P><FONT  FACE="Times  New Roman,  Times,  Serif"  SIZE=2>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>If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check
the following box. |X| </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If this Form is filed to
register additional securities for an offering pursuant to Rule 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>If this Form is a
post-effective amendment filed pursuant to Rule 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>If  delivery  of  the
prospectus  is  expected  to be made  pursuant  to Rule  434,  please  check the
following box. |_|</FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CALCULATION
OF REGISTRATION FEE</FONT></H1>
<PRE>
=============================================================================================================
 Title of Securities to                             Proposed Maximum Offering      Proposed Maximum Aggregate
     be Registered        Amount to be Registered        Price Per Share(1)              Offering Price(1)        Amount of Registration
     -------------        -----------------------        ------------------              -----------------        ----------------------
                                                                                                                Fee

      Common Stock               830,234                      $3.84                       $3,188,098.50                    $797
=============================================================================================================
</PRE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1) Estimated pursuant to Rule
457(c) solely for the purpose of calculating the registration fee. On May 29,
2001, the average of the high and low sale prices for the common stock of
EarthShell Corporation as reported by the Nasdaq Stock Market&#146;s National
Market was $3.84 per share. </FONT></P>

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

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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 8(a) of the Securities Act of 1933,
as amended, or until the Registration Statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a), may determine. </FONT></P>


<HR SIZE=1 NOSHADE WIDTH=75% ALIGN=CENTER>


<P  ALIGN=CENTER><FONT  FACE="Times New Roman, Times,  Serif"  SIZE=2>Subject to
completion, dated June 1, 2001</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>The information in this
prospectus is not complete and may be changed. You 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.</B> </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PRELIMINARY
PROSPECTUS</FONT></H2>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>830,234
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;The
selling stockholder listed herein under the caption &#147;Selling
Stockholder&#148; may sell, from time to time, up to 830,234 shares of our
common stock, par value $.01, issuable upon exercise of warrants previously
issued to Acqua Wellington North American Equities Fund, Ltd. in a private
transaction. All of the net proceeds from the sale of these shares of common
stock will go to the selling stockholder. We will not receive any proceeds from
sale of these shares; we will, however, receive up to $1,149,993.50 upon the
exercise of the warrants, which represents the aggregate exercise price of the
warrants (assuming that all warrants are exercised in full and the full exercise
price is paid in cash). The selling stockholder may offer the shares through
public or private transactions at prevailing market prices, at prices related to
prevailing market prices, or at privately negotiated prices. See &#147;Plan of
Distribution&#148; on page 15. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
common stock is quoted on the Nasdaq Stock Market&#146;s National Market under
the symbol: &#147;ERTH.&#148; On May 29, 2001, the closing price of one share of
our common stock was $3.76 per share. </FONT></P>

<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 risks. See "Risk Factors" on page 4.</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;The
shares of common stock offered or sold under this prospectus have not been
approved or disapproved by the SEC or any state securities commission, nor have
these organizations determined that this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense. </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 is June 1, 2001</FONT></P>


<HR SIZE=1 NOSHADE WIDTH=75% ALIGN=CENTER>

<PRE>
                               TABLE OF CONTENTS


Company Description.................................................         3
Risk Factors........................................................         4
Where You Can Find Additional Information...........................        13
Information Incorporated by Reference...............................        14
Special Note Regarding Forward Looking Statements...................        14
Use Of Proceeds.....................................................        14
Plan Of Distribution................................................        15
Selling Stockholder.................................................        16
Legal Matters.......................................................        17
Experts.............................................................        17
</PRE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You
should rely only on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have not authorized anyone to
provide you with information that is different. This prospectus may only be used
in jurisdictions where it is legal to offer or sell these securities. You should
not assume that the information in this prospectus or any prospectus supplement
or any document incorporated by reference in this prospectus is accurate as of
any date other than the date on the front of those documents. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>COMPANY
DESCRIPTION</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;EarthShell
was organized in November 1992 as a Delaware corporation and is a development
stage company engaged in the commercialization of a proprietary composite
material, designed with the environment in mind, for the manufacture of
disposable packaging for the foodservice industry, such as hinged-lid
containers, plates, bowls, sandwich wraps, and cups. </FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.
Khashoggi Industries LLC, EarthShell&#146;s principal stockholder, or its
predecessors (&#147;EKI&#148;), has been involved since July 1985, in the
development of various new material technologies including the new EarthShell
composite material. EarthShell has an exclusive, worldwide, royalty-free license
from EKI to use and license the EKI technology to manufacture and sell
disposable, single-use containers for packaging or serving food or beverages
intended for consumption within a short period of time (&#147;EarthShell
Products&#148;). EarthShell does not have the right to use the EKI technology
for other purposes. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;EarthShell
has and will license or joint venture with existing manufacturers of foodservice
disposables for the manufacture and distribution of EarthShell Products.
EarthShell expects to derive revenues primarily from license royalties and
profit distributions from joint ventures that are licensed to manufacture
EarthShell Products. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;EarthShell
has experienced aggregate net losses of approximately $202 million from its
inception on November 1, 1992 through March 31, 2001. EarthShell expects to
continue to incur operating losses until its products are more broadly used and
have achieved greater market acceptance and market penetration. EarthShell has
not recorded any revenues from operations since its inception, and proceeds
received by Sweetheart Cup Company from sales of hinged lid containers to date
are credited as an offset to the cost of startup manufacturing operations.
Successful future operations will depend upon the ability of EarthShell, its
licensees and joint venture partners to commercialize multiple EarthShell
Products. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
new EarthShell composite material is made from commonly available raw materials
such as limestone, natural potato, corn and other starch binders, natural fibers
and functional coatings. EarthShell believes that foodservice disposables made
of this material (&#147;EarthShell Products&#148;) will have comparable or
superior performance characteristics, such as greater strength and rigidity, and
can be commercially produced and sold at prices that are competitive with
comparable conventional paper and polystyrene foodservice disposables, and has
been designed with the environment in mind. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;EarthShell&#146;s
objective is to establish EarthShell Products as the preferred disposable
packaging material for the foodservice industry throughout the world based on
their performance, price and environmental characteristics. EarthShell&#146;s
strategy for obtaining this objective is: (i) to demonstrate customer acceptance
through key market leaders; (ii) to demonstrate the manufacturability and
improved economics with initial strategic partners, and (iii) to enter into
licenses or joint ventures with existing manufacturers of disposable packaging
to market, produce and distribute EarthShell Products. EarthShell believes that
utilizing joint ventures aligns key market segments with select industry
partners, minimizes any potential direct competition from these producers,
enables effective brand management, captures the value of manufacturing process
improvements, and creates income streams beyond the life of the patents. </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) 897-2148.</FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>RISK FACTORS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;fully
 develop these prototype and additional products;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;develop
 commercially viable manufacturing processes and capacity;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;attract,
 retain and motivate qualified personnel;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;achieve
 market acceptance of our products;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;respond
 to competitive developments; and<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&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 March 31, 2001, 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;During
the first quarter of 2001,  EarthShell  completed the product validation process
with Perseco with respect to the EarthShell Big Mac(R)sandwich container. We are
currently  engaged in performing  certain  modifications and improvements to the
lines in order to accommodate the recently approved design change and to achieve
commercial capacity of the production manufacturing lines. We expect to continue
to incur  substantial  operating  losses 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  $202 million from our inception on November 1, 1992 through March
31, 2000. The EarthShell Big  Mac(R)sandwich  container has been in daily use in
128  McDonald's  stores  since  late  April  2000.  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 further  offerings  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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;reduce the weight of the container;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;use
 reclaimed starch from sources not currently being reclaimed for commercial uses; and<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;continue
our efforts to reduce the environmental impact of the EarthShell Big Mac&#174;
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;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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;developing our products and related
manufacturing processes;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;market
 acceptance of and demand for our products; and<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&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.  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  further  development  or
procurement 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  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. 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 59% of the outstanding shares
of EarthShell's  common stock directly or indirectly  through  various  entities
that he  controls,  including  EKI as of December  31,  2000.  As a result,  Mr.
Khashoggi is able to:</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;elect all of the directors of EarthShell;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;control
 the direction and policies of EarthShell;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&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<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;developing new markets and uses for products
 based on the EarthShell Products;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;allocating
 research and development resources;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
time that the common directors and officers devote to EarthShell and EKI; and<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&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 "Patent Allocation Agreement").</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective
January  1,  2001,  EarthShell  assumed  direct  responsibility  to  manage  the
maintenance of the patent portfolio  underlying its license with EKI. EarthShell
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;We
depend upon  obtaining and retaining  the services of qualified  scientific  and
technical personnel.  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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o
&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<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;insufficient cash to finance our business;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;changes
in our technological innovations or new commercial products or those of our
competitors;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;unacceptable
 economics of manufacturing our products;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;inability
 to license the technology to third parties;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;development
 or disputes concerning proprietary rights;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;failure
 to meet analysts' earnings estimates;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;loss of
 key management;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;adverse
 regulatory actions or decisions;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;general
 economic and other external factors; and<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Recently,
when the market price of a stock has been  volatile,  holders of that stock have
often  instituted  securities class action  litigation  against the company that
issued the stock. If any of our shareholders  brought such a lawsuit against us,
we could incur substantial  costs defending the lawsuit.  The lawsuit could also
divert the time and attention of our management.</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  110  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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any adverse change in the political or
 economic environments in these countries;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;economic
 instability;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
adverse change in tax, tariff and trade or other regulations;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
absence or significant lack of legal protection for intellectual property rights;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;exposure
 to exchange rate risk for revenues which are denominated in currencies other
than U.S. dollars; and<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&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>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>WHERE YOU
CAN FIND ADDITIONAL 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 of 1933, as amended, with respect to the
shares of common stock offered in this prospectus. This prospectus does not
contain all of the information contained in the registration statement and the
exhibits and schedules filed with the registration statement. For further
information with respect to EarthShell and the common stock offered in this
prospectus, we refer you to the registration statement and the exhibits and
schedules filed as a part of the registration statement. Statements contained in
this prospectus concerning the contents of any contract or any other document
referred to are not necessarily complete. We refer you to the copy of such
contract or document 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;Our
registration statement, including exhibits and schedules attached thereto, may
be inspected without charge at the Securities and Exchange Commission&#146;s
public reference facilities in Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Securities and Exchange Commission&#146;s regional
offices located at the Northwest Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor, New
York, New York 10048. You may also obtain copies of all or any part of our
registration statement from such offices after payment of fees prescribed by the
Securities and Exchange Commission. The Securities and Exchange Commission
maintains a worldwide website that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Securities and Exchange Commission at <I>http://www.sec.gov</I>. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
are subject to the information and periodic requirements of the Securities
Exchange Act of 1934 and accordingly, file periodic reports, proxy statements
and other information with the Securities and Exchange Commission. Such periodic
reports, proxy statements and other information are available for inspection and
copying at the Securities and Exchange Commission&#146;s public reference rooms,
and the website of the Securities and Exchange Commission referred to above. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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
Securities and Exchange Commission allows us to &#147;incorporate by
reference&#148; the information we file with them, which means that we can
disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and the information that we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below, as well as the information contained in all filings
made by us pursuant to the Securities Exchange Act of 1934, as amended, after
the date of the initial registration statement and prior to the effectiveness of
the registration statement, and any future filings after the effectiveness of
the registration statement made with the Securities and Exchange Commission
under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act until our offering
is completed. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Annual  Report  on Form  10-K  for the  year
ended December 31, 2000, filed April 2, 2001;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Quarterly   Report  on  Form  10-Q  for  the
quarter ended March 31, 2001, filed May 15, 2001; and,</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our definitive proxy statement on Schedule
14A dated April 13, 2001.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You
may request a copy of these filings, at no cost, by writing or telephoning us at
the following address: </FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;EarthShell
 Corporation<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;800 Miramonte Drive<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Santa Barbara, California, 93109.<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Attention:  Investor Relations<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Tel:  (805) 897-2248</FONT></P>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FORWARD-LOOKING
INFORMATION</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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;our financial prospects;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;our
financing plans;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;trends
 affecting our financial condition or operating results; and<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;our
strategies for growth, operations, and product development and
commercialization.</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 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;All
net proceeds from the sale of the shares of common stock covered by this
prospectus will go to the selling stockholder who is offering and selling its
shares. We will not receive any proceeds from sale of these shares; we will,
however, receive up to $1,149,993.50 upon the exercise of the warrants, which
represents the aggregate exercise price of the warrants (assuming that all
warrants are exercised in full and the full exercise price is paid in cash). See
&#147;Plan of Distribution.&#148; </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;EarthShell
is registering the shares of common stock covered by this prospectus for the
selling stockholder. As used in this prospectus, &#147;selling stockholder&#148;
includes the pledgees, donees, transferees or others who later receive the
selling stockholder&#146;s interest for no additional consideration. We will pay
the costs and fees of registering the shares of common stock, but the selling
stockholder will pay any brokerage commissions, discounts or other expenses
relating to the sale of the shares of common stock. </FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
selling stockholder may sell the shares of common stock on the Nasdaq National
Market, in the over-the-counter market or otherwise, at market prices prevailing
at the time of sale, at prices related to the prevailing market prices, or at
negotiated prices. The selling stockholder may sell some or all of the shares of
common stock in one or more of the following ways: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a block trade in which a broker-dealer may
resell a part of the block, as principal, in order to facilitate the transaction;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;purchases
by a broker-dealer, as principal, and resale by the broker-dealer for its account;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ordinary
brokerage transactions and transactions in which a broker solicits purchasers; or,<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;privately
 negotiated transactions.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;When
selling the shares of common stock, the selling stockholder may enter into
hedging transactions. For example, the selling stockholder may:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;enter into transactions involving short
sales of the shares of common stock by broker-dealers; <BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;sell
shares of common stock short themselves and redeliver such shares to close out
their short positions; <BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;enter
into option or other types of transactions that require the selling stockholder
to deliver shares of common  stock to a broker-dealer, who will then resell or
transfer the shares of common stock under this prospectus; or<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;loan or
pledge  the shares of common  stock to a  broker-dealer, who may sell the loaned
shares or, in the event of default, sell the pledged shares.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
addition  to selling  its shares of common  stock  under  this  prospectus,  the
selling  stockholder  may  transfer its shares of common stock in other ways not
involving market makers or established  trading markets,  including  directly by
gift, distribution, or other transfer.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
selling stockholder may negotiate and pay broker-dealers commissions,  discounts
or  concessions  for  their  services.  Broker-dealers  engaged  by the  selling
stockholder  may allow other  broker-dealers  to  participate  in  resales.  The
selling stockholder and any broker-dealers involved in the sale or resale of the
shares of common  stock  may  qualify  as  &#147;underwriters&#148;  within  the
meaning  of  the  Section  2(11)  of  the  Securities  Act.  In  addition,   the
broker-dealers&#146;  commissions,  discounts  or  concessions  may  qualify  as
underwriters&#146;   compensation   under  the   Securities   Act.  The  selling
stockholder  may be  subject  to the  prospectus  delivery  requirements  of the
Securities    Act    if    the    selling    stockholder    qualifies    as   an
&#147;underwriter&#148; under the Securities Act. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
shares will be sold only through registered or licensed brokers or dealers if
required under applicable state securities laws. In addition, in certain states
the shares may not be sold unless they have been registered or qualified for
sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under
the applicable rules and regulations of the Securities and Exchange Act, any
person engaged in the distribution of the shares may not simultaneously engage
in market making activities with respect to our shares of common stock for a
period of two business days prior to the commencement of such distribution. In
addition, the selling stockholder will be subject to applicable provisions of
the Exchange Act and the associated rules and regulations under the Exchange
Act, including Regulation M, which provisions may limit the timing of purchases
and sales of shares by the selling stockholder. We will make copies of this
prospectus available to the selling stockholder and have informed it of the need
for delivery of copies of this prospectus to purchasers at or prior to the time
of any sale of the shares. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
may suspend the use of this  prospectus  and any  supplements  hereto in certain
circumstances due to pending corporate developments, public filings with the SEC
or similar events.</FONT></P>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SELLING
STOCKHOLDER</FONT></H1>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
selling stockholder described below is a stockholder that is offering and
selling these shares covered by this prospectus which are issuable by us upon
the exercise of certain warrants previously issued to the selling stockholder in
a private transaction. The selling stockholder may donate or transfer as gifts
some or all of its EarthShell shares, or may transfer its shares for no
additional consideration to others. We will include any of these donees or
transferees as a selling stockholder in a prospectus supplement, if required. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
selling stockholder has held no position or office or has any material
relationship with EarthShell or any of our affiliates within the past three
years other than as a result of its ownership of shares of our common stock.
This information is based upon information provided by the selling stockholder. </FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
table below sets forth the following information regarding the selling
stockholder:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The name of the selling stockholder;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
number of shares of our common stock owned by the selling stockholder on the
date of this prospectus prior to the offering for resale of any of the shares
being registered by the registration statement of which this prospectus is a
part; <BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
number of shares of our  common  stock  that may be  offered  for  resale by the
selling  stockholder  pursuant  to this prospectus; and<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
number of shares of our common stock to be held by the selling stockholder after
the resale of the offered shares. </FONT></P>
<PRE>
                                                                                                        PERCENTAGE OF
                                                                                                       COMMON STOCK OF
                                               SHARES OF         SHARES OF          SHARES OF            REGISTRANT
                                              COMMON STOCK     COMMON STOCK        COMMON STOCK         BENEFICIALLY
                                           BENEFICIALLY OWNED     <U>BEING</U>         BENEFICIALLY OWNED         OWNED
<U>SELLING STOCKHOLDER</U>                        <U>PRIOR TO OFFERING</U>    <U>OFFERED(3)</U>      <U>AFTER OFFERING(1)</U>     <U>AFTER OFFERING(2)</U>




Rideau, Ltd............................             0             830,234                0                   *

*    Less than One percent (1%) change.
</PRE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Since the selling stockholder may offer all, some or none of its common stock,
we cannot provide a definitive estimate of the number of shares the selling
stockholder will hold after the offering. The shares beneficially owned after
the offering column assumes the sale of all shares offered, and that the selling
stockholder acquires no additional shares of common stock before the completion
of this offering.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The &#147;percentage of common stock of registrant beneficially owned after
offering&#148; column is based on 110,494,194 shares of EarthShell common stock
outstanding as of May 22, 2001.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
These 830,234 shares of our common stock are issuable to the selling stockholder
upon the exercise of the following four warrants issued in October 2000 in
connection with a private transaction between Acqua Wellington North American
Equities Fund, Ltd. and us: W-1 dated October 9, 2000 for 199,095 shares at a
purchase price of $1.444 per share; W-2 dated October 16, 2000 for 219,032
shares at a purchase price of $1.3126 per share; W-3 dated October 23, 2000 for
257,922 shares at a purchase price of $1.1147 per share; and, W-4 dated October
30, 2000 for 154,185 shares at a purchase price of $1.8646 per share. These four
warrants were transferred to Rideau Ltd. by Acqua Wellington North American
Equities Fund, Ltd. in an exempt transaction pursuant to Section 4(1) of the
Securities Act of 1933, as amended. These warrants have a term of three years.
They contain customary provisions for adjusting the number of shares issuable
upon exercise of the warrants pro rata in the event of any stock subdivisions or
combinations, stock dividends or similar transactions or an adjustment in the
type of consideration received upon the occurrence of certain triggering events,
such as recapitalizations, reorganizations, reclassifications, consolidations,
mergers and sales. These warrants do not contain any price protection for
fluctuations in the market price of the underlying common stock issuable upon
the exercise of each warrant.</FONT></P>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>LEGAL MATTERS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain
legal matters with respect to the shares of common stock offered hereby will be
passed upon for us by Gibson, Dunn &amp; Crutcher LLP, Los Angeles, California. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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&#146;s Annual Report on Form 10-K for the year ended December 31,
2000 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 on their
authority as experts in accounting and auditing. </FONT></P>




<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART II<BR>
INFORMATION NOT REQUIRED IN PROSPECTUS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 14. Other
Expenses of Issuance and Distribution</FONT></H2>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following table sets forth the amounts of expenses to be borne by EarthShell in
connection with the sale of shares of common stock being registered. All amounts
are estimates except the SEC registration fee: </FONT></P>


<PRE>
                                                                      (U.S.$)
     Filing fees - SEC registration fee..........................       $797
     Legal Fees and Expenses.....................................     $7,000
     Accounting Fees and Expenses................................     $7,500
     Miscellaneous...............................................         $0

     Total.......................................................    $15,297
</PRE>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 15.
Indemnification of Directors and Officers</FONT></H2>


<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 under certain  circumstances from
liabilities  (including  reimbursement for expenses  incurred) arising under the
Securities  Act of 1933.  EarthShell's  Charter and Bylaws  provide,  in effect,
that, to the fullest extent and under the circumstances permitted by Section 145
of the DGCL,  EarthShell  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  EarthShell  or is or was
serving  at the  request  of  EarthShell  as a  director  or  officer of another
corporation  or  enterprise.   EarthShell  may,  in  its  discretion,  similarly
indemnify  its  employees and agents.  The Charter  relieves its directors  from
monetary damages to EarthShell 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,
EarthShell  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  EarthShell,  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  EarthShell  has been
successful in the defense of any action,  suit or proceeding  referred to above,
EarthShell will be obligated to indemnify him or her against expenses (including
attorneys' fees) actually and reasonably incurred in connection therewith.</FONT></P>



<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 16. Exhibits</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
 following exhibits are filed as part of this registration statement:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.1
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Opinion of Gibson, Dunn &amp; Crutcher, LLP
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;23.1
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consent of Deloitte Touche LLP</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;24.1
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Powers of Attorney for certain directors and
 officers of EarthShell (signature page).</FONT></P>



<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 17. Undertakings</FONT></H2>

<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;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES</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 June 1, 2001.</FONT></P>
<PRE>
                          EARTHSHELL CORPORATION

                          By:  /s/ Simon K. Hodson
                              ----------------------------------------------
                               Simon K. Hodson
                                Vice Chairman of the Board
                                Chief Executive Officer
</PRE>





<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT INDEX</FONT></H1>

<PRE>
EXHIBIT NO.    DESCRIPTION

5.1            Opinion of Gibson, Dunn &amp; Crutcher, LLP

23.1           Consent of Deloitte &amp; Touche, LLP

24.1           Powers of Attorney for certain directors and officers of EarthShell (signature page).
</PRE>


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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>ex24-1s3.html
<TEXT>

<HTML>
<HEAD>
<TITLE> Exhibit 24.1
</TITLE>
</HEAD>
<BODY>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT 24.1</FONT></H1>

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

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes   and  appoints   Simon  K.  Hodson  his  or  her  true  and  lawful
attorneys-in-fact   and  agents,  each  with  full  power  of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and  all  capacities,  to  sign  any and  all  amendments  to this  Registration
Statement,  and to file the same,  with the Securities and Exchange  Commission,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises,  as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and agents, or their substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.</FONT></P>

<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>
                <U>Signature</U>                                         <U>Title</U>                                     <U>Date</U>

<U>/s/ Essam Khashoggi             </U>           Chairman of the Board                                        June 1, 2001
Essam Khashoggi

<U>/s/ Simon K. Hodson             </U>           Vice Chairman of the Board and                               June 1, 2001
Simon K. Hodson                            Chief Executive Officer
                                           (Principal Executive Officer)

<U>/s/ D. Scott Houston            </U>           Chief Financial Officer and Secretary                        June 1, 2001
D. Scott Houston                           (Principal Financial and Accounting Officer)

<U>/s/ John Daoud                  </U>           Director                                                     June 1, 2001
John Daoud

<U>/s/ Layla Khashoggi             </U>           Director                                                     June 1, 2001
Layla Khashoggi

<U>/s/ Howard J. Marsh             </U>           Director                                                     June 1, 2001
Howard J. Marsh

<U>/s/ Michael S. Noling           </U>           Director                                                     June 1, 2001
Michael S. Noling

<U>/s/ Lynn Scarlett               </U>           Director                                                     June 1, 2001
Lynn Scarlett

</PRE>
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<SEQUENCE>3
<FILENAME>ex5-1s3.html
<TEXT>

<HTML>
<HEAD>
<TITLE> Exhibit 5.1
</TITLE>
</HEAD>
<BODY>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT 5.1</FONT></H1>



<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[Letterhead
 of Gibson, Dunn &amp; Crutcher LLP]
</FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>June 1, 2001</FONT></P>


<PRE>
(310) 552-8500                                                    23155-00031

EarthShell Corporation
800 Miramonte Drive
Santa Barbara, California  93109


         Re:      EarthShell Corporation
                  Registration Statement on Form S-3
                  (Registration No. 333 - ____________)

</PRE>
<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;) filed under the Securities Act of 1933, as amended (the
&#147;Act&#148;), by EarthShell Corporation, a Delaware corporation (the
&#147;Company&#148;), with respect to the proposed offering by the selling
stockholder of the Company named therein of up to 830,234 shares (the
&#147;Shares&#148;) of the Company&#146;s common stock, par value $.01 per share
(the &#147;Common Stock&#148;). The Shares are to be sold from time to time in
the public market at prevailing prices or as otherwise described in the
Registration Statement. </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)
all  Shares  will  be sold in  compliance  with  applicable  federal  and  state
securities  laws and solely in the manner stated in the  Registration  Statement
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;(c)
the Company has received the consideration payable to it by the selling
stockholder upon exercise of the warrants pursuant to which the Shares were
originally issued to the selling stockholder. </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 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 this firm under the heading &#147;Legal
Matters&#148; contained in the prospectus that 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 Act or the
General Rules and Regulations of the Securities and Exchange Commission. </FONT></P>
<PRE>
                                           Very truly yours,

                                           / s / Gibson, Dunn &amp; Crutcher LLP

                                           GIBSON, DUNN &amp; CRUTCHER LLP
</PRE>
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<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>ex23-1s3.html
<TEXT>

<HTML>
<HEAD>
<TITLE> Exhibit 23.1
</TITLE>
</HEAD>
<BODY>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT 23.1</FONT></H1>



<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INDEPENDENT
AUDITORS&#146; CONSENT</FONT></H1>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
consent to the incorporation by reference in this Registration Statement of
EarthShell Corporation on Form S-3 of our report dated March 30, 2001, appearing
in the Annual Report on Form 10-K of EarthShell Corporation for the year ended
December 31, 2000 and to the reference to us under the heading
&#147;Experts&#148; in the Prospectus, which is part of this Registration
Statement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>DELOITTE &amp; TOUCHE LLP<BR>
Los Angeles, California<BR>
June 1, 2001</FONT></P>


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