Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
KHASHOGGI LAYLA
   2. Issuer Name and Ticker or Trading Symbol
EARTHSHELL CORP [ERTH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
3916 STATE STREET, SUITE 110		 3. Date of Earliest Transaction (Month/Day/Year)
03/05/2003
(Street)

SANTA BARBARA, CA 93105		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/05/2005   J(1)   44,387 A (1) 6,571,222 I See Footnote (2)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant $ 0.0416 03/05/2003   J(3)   83,333   03/05/2003 03/05/2013 Common Stock 83,333 (3) 83,333 I See Footnote (4)
Common Stock Option (right to buy) $ 2.3 02/01/2005   A   1,000,000   02/01/2005 02/01/2015 Common Stock 1,000,000 (3) 1,000,000 I See Footnote (5)
Common Stock Option (right to buy) $ 2.3 05/04/2005   J(6)     1,000,000 02/01/2005 02/01/2015 Common Stock 1,000,000 (3) 0 I See Footnote (5)
Warrant $ 3 05/04/2005   J(7)   1,000,000   05/04/2005 05/04/2015 Common Stock 1,000,000 (7) 1,000,000 I See Footnote (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KHASHOGGI LAYLA
3916 STATE STREET
SUITE 110
SANTA BARBARA, CA 93105		   X   X    

Signatures

 /s/ Layla Khashoggi   05/20/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Issued pursuant to that certain Agreement (the "Agreement") by and between Issuer and the Reporting Person dated as of July 16, 2004. Pursuant to the Agreement, accrued and unpaid interest (the "Interest") on certain debt obligations of Issuer in favor of the Reporting Person was to be converted into shares of Issuer's common stock at an initial conversion price of $4.00 per share. Because certain conditions under the Agreement were not met, Issuer became obligated to issue to the Reporting Person additional shares of common stock such that the total number of shares issued upon conversion of the Interest would equal the Interest divided by a conversion price of $3.00 per share.
(2) By Reporting Person's children and E. Khashoggi Industries LLC, an affiliate of the Reporting Person.
(3) Granted as consideration for loans made to the Issuer by E. Khashoggi Industries LLC ("EKI"), an affiliate of the reporting person, for forebearing license payments owed to EKI and for entering into various restrictive arrangements to accommodate financing arrangements entered into between Issuer and EKI.
(4) By E. Khashoggi Industries LLC, an affiliate of the Reporting Person.
(5) By Reporting Person's spouse.
(6) On February 1, 2005, the Reporting Person's spouse was granted the option to purchase 1,000,000 shares of common stock. On May 4, 2005, the Issuer rescinded this option grant.
(7) Granted as consideration for loans made to the Issuer by EKI for forebearing license payments owed to EKI, for entering into various restrictive arrangements to accommodate financing arrangements entered into between Issuer and EKI, and for EKI converting indebtedness into Issuer's equity.

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