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)
C/O E. KHASHOGGI INDUSTRIES LLC, 3916 STATE STREET, SUITE 110
3. Date of Earliest Transaction (Month/Day/Year)
10/26/2004
(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 10/26/2004   (4) J(1)   918,333 A $ 3 (1) 6,526,835 I The shares are owned by E. KHASHOGGI INDUSTRIES LLC (3)
Common Stock 10/26/2004   (4) J(2)   491,778 A $ 3 6,526,835 I The shares are owned by E. KHASHOGGI INDUSTRIES LLC (3)
Common Stock 10/26/2004   (4) J(1)   133,161 A $ 4 (1) 6,526,835 I The shares are owned by E. KHASHOGGI INDUSTRIES LLC (3)

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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

Reporting Owners

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

Signatures

 /s/ Layla Khashoggi   11/10/2004
**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) Conversion of $2,775,000 principal amount at $3.00 per share and $532,644 outstanding interest at $4.00 per share of existing debt of E. KHASHOGGI INDUSTRIES LLC.
(2) Conversion of an aggregate of $1,475,333 at $3.00 per share of existing debt of an affiliate of E. KHASHOGGI INDUSTRIES LLC, who subsequently assigned the debt to E. KHASHOGGI INDUSTRIES LLC.
(3) The shares are owned by E. KHASHOGGI INDUSTRIES LLC, an affiliate of the reporting person.
(4) N/A

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