EXHIBIT 14

                             EARTHSHELL CORPORATION
                                 CODE OF ETHICS
                                       FOR
                        DIRECTORS, OFFICERS AND EMPLOYEES

1.  PURPOSE.
    -------

The Board of Directors (the "BOARD", and each member of the Board, a "DIRECTOR")
of EarthShell  Corporation,  a Delaware  corporation (the "COMPANY") has adopted
the following  Code of Ethics (the "CODE") to apply to the  Directors,  officers
and employees of the Company.  The Code is intended to promote  ethical  conduct
and compliance with laws and  regulations,  to provide  guidance with respect to
the handling of ethical  issues,  to implement  mechanisms  to report  unethical
conduct, to foster a culture of honesty and accountability,  to deter wrongdoing
and to ensure fair and accurate financial reporting.

No code or policy can anticipate  every  situation that may arise.  Accordingly,
this  Code is  intended  to serve as a source  of  guiding  principles.  You are
encouraged to bring questions about  particular  circumstances  that may involve
one or more of the  provisions  of this Code to the  attention of the  Company's
Chief Financial  Officer or Chair of the Audit  Committee,  who may consult with
the Company's outside legal counsel as appropriate.

Directors  who also  serve as  officers  of the  Company,  the  Chief  Executive
Officer,  the Chief  Operating  Officer,  and the Chief  Financial  Officer  and
Controller (the Chief Financial Officer and Controller are hereinafter  referred
to as the "SENIOR  FINANCIAL  OFFICERS")  are also  subject to, and  expected to
comply with, the Company's Insider Trading Policy and certain  provisions of the
Personnel Policy Handbook.

2.  INTRODUCTION.
    ------------

Each Director,  officer and employee is expected to adhere to a high standard of
ethical  conduct.  The reputation and good standing of the Company depend on how
the Company's  business is conducted and how the public  perceives that conduct.
Unethical actions,  or the appearance of unethical actions,  are not acceptable.
In addition to each of the directives set forth below,  Directors,  officers and
employees  shall be guided by the  following  principles  in carrying  out their
duties and responsibilities on behalf of the Company:

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     Loyalty, Honesty and Integrity.  Directors, officers and employees must not
     ------------------------------
         be, or appear to be, subject to influences,  interests or relationships
         that conflict with the best interests of the Company.

     Observance  of  Ethical  Standards.  When  carrying  out their  duties  and
     ----------------------------------
         responsibilities  on behalf of the  Company,  Directors,  officers  and
         employees must adhere to the high ethical  standards  described in this
         Code.

     Accountability. Directors, officers and employees are responsible for their
     --------------
         own adherence to this Code,  and the adherence of the other  Directors,
         officers  and  employees  to  whom  this  Code  applies.   They  should
         familiarize  themselves  with each provision of this Code and those set
         forth in the Company's Insider Trading Policy and certain provisions of
         the Personnel Policy Handbook, as applicable.

3.  INTEGRITY OF RECORDS AND FINANCIAL REPORTING.
    --------------------------------------------

Directors,  officers and employees  (where  applicable)  should  promote and are
responsible  for the accurate and reliable  preparation  and  maintenance of the
Company's  financial and other  records.  Accurate and reliable  preparation  of
financial  and other  records is of  critical  importance  to proper  management
decisions and the  fulfillment of the Company's  financial,  legal and reporting
obligations.  As a public company, the Company files annual and periodic reports
and makes other filings with the Securities and Exchange Commission (the "SEC").
It is critical that these reports be timely and  accurate.  The Company  expects
those officers and employees who have a role in the preparation and/or review of
information  included in the  Company's  SEC filings to report such  information
accurately and honestly. Reports and documents the Company files with or submits
to the SEC, as well as other public  communications made by the Company,  should
contain full, fair, accurate, timely and understandable disclosure.

The Chief Executive  Officer and Senior Financial  Officers and employees (where
applicable)  are  also  responsible  for  establishing,  and  together  with the
Directors,  overseeing  adequate disclosure controls and procedures and internal
controls and procedures,  including  procedures which are designed to enable the
Company to: (a) accurately  document and account for  transactions  on the books
and records of the  Company  and its  subsidiaries;  and (b)  maintain  reports,
vouchers, bills, invoices, payroll and service records,  performance records and
other essential data with care and honesty.

4.  CONFLICTS OF INTEREST.
    ---------------------

Directors,  officers and  employees  must not  participate  in any activity that
could  conflict  with  their  duties  and  responsibilities  to the  Company.  A
"conflict of interest" arises when one's personal interests or activities appear
to or may influence  that person's  ability to act in the best


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interests  of  the  Company.  Any  material  transaction  or  relationship  that
reasonably  could be expected  to give rise to a conflict of interest  should be
disclosed to the Board of Directors' Conflicts Committee promptly.  In addition,
because  conflicts of interest are not always obvious,  Directors,  officers and
employees are encouraged to bring questions about  particular  situations to the
attention of the Board of Directors' Conflicts Committee.

This Code does not  describe  all  possible  conflicts  of  interest  that could
develop. For additional guidance,  please refer to the related provisions of the
Personnel Policy Handbook. Some of the more common conflicts from which you must
refrain are set forth below:

     Family  members.  You may  encounter  a  conflict  of  interest  when doing
     ---------------
         business  with or  competing  with  organizations  in which you have an
         ownership interest or your family member has an ownership or employment
         interest.   "Family  members"  include  a  spouse,  parents,  children,
         siblings  and in-laws.  You must not conduct  business on behalf of the
         Company with family members or an  organization  with which your family
         member  is  associated,  unless  such  business  relationship  has been
         disclosed and authorized by the Conflicts Committee.

     Improper  conduct  and  activities.  You may not  engage in any  conduct or
     ----------------------------------
         activities that are  inconsistent  with the Company's best interests or
         that disrupt or impair the  Company's  relationship  with any person or
         entity  with which the Company has or proposes to enter into a business
         or contractual relationship.

     Compensation from non-Company  sources.  You may not accept compensation in
     --------------------------------------
         any form for services  performed  for the Company from any source other
         than the Company.

     Gifts. You and members of your  immediate  family may not accept gifts from
     -----
         persons or entities if such gifts are being made in order to  influence
         you in your  capacity as an employee or Director of the Company,  or if
         acceptance  of such gifts could create the  appearance of a conflict of
         interest.

     Personal use of Company assets.  Directors,  officers and employees may not
     ------------------------------
         use Company  assets,  labor or information for personal use, other than
         incidental  personal use, unless approved by the Conflicts Committee or
         as part of a compensation or expense reimbursement program.

5.  CORPORATE OPPORTUNITIES.
    -----------------------

Directors, officers and employees are prohibited from: (a) taking for themselves
personally  opportunities  related  to the  Company's  business;  (b)  using the
Company's property, information, or position for personal gain; or (c) competing
with the Company for business opportunities;


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provided,  however,  if the  Company's  disinterested  Directors  determine  the
--------   -------
Company will not pursue such opportunity, after disclosure of all material facts
by the individual seeking to pursue the opportunity, the individual may do so.

6.  CONFIDENTIALITY.
    ---------------

Directors,  officers  and  employees  should  maintain  the  confidentiality  of
information  entrusted  to  them  by the  Company  and  any  other  confidential
information  about the  Company,  its  business,  customers or  suppliers,  from
whatever source,  except when disclosure is authorized or legally mandated.  For
purposes  of this  Code,  "confidential  information"  includes  all  non-public
information relating to the Company, its business, customers or suppliers.

7.  COMPLIANCE WITH LAWS, RULES AND REGULATIONS.
    -------------------------------------------

It is the policy of the Company to comply with all  applicable  laws,  rules and
regulations,  and the Company  expects its Directors,  officers and employees to
carry out their  responsibilities  on behalf of the Company in  accordance  with
such  laws,   rules  and  regulations  and  to  refrain  from  illegal  conduct.
Transactions in Company securities are governed by the Company's Insider Trading
Policy.

8. ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR.
   --------------------------------------------------------------

The Company is  committed to  operating  according  to the highest  standards of
business conduct and ethics and to maintaining a culture of ethical  compliance.
The Chief Executive  Officer,  Senior  Financial  Officers and Directors  should
promote an environment in which the Company: (a) encourages employees to talk to
supervisors,  managers and other  appropriate  personnel when in doubt about the
best course of action in a particular  situation;  (b)  encourages  employees to
report violations of laws, rules and regulations to appropriate  personnel;  and
(c) informs  employees that the Company will not allow  retaliation  for reports
made in good faith. If a Director,  officer or employee  believes that he or she
has  been  discharged,  disciplined  or  otherwise  penalized  for  reporting  a
violation in good faith, he or she should  immediately report that belief to the
Chair of the Audit Committee.

If an employee  has  concerns  regarding  accounting  or auditing  matters,  the
employee may anonymously  submit those concerns  directly to the Audit Committee
in writing, and they will be treated as confidential. The concerns can be mailed
to the  Audit  Committee,  in care of the  Company,  and  the  envelope  will be
delivered  unopened to the Chair of the Audit Committee.  Directors and officers
should  communicate  any actual or  suspected  violations  of this Code (and any
concerns  regarding  accounting  or auditing  matters) to the Chair of the Audit
Committee.


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Violations  of this  Code  will be  investigated  by the Board or by a person or
persons  designated by the Board,  and appropriate  disciplinary  action will be
taken  in  the  event  of any  violations  of  this  Code,  up to and  including
termination.

9. FAIR DEALING.
   ------------

The Chief Executive Officer, Senior Financial Officers,  Directors and employees
should deal fairly with the  Company's  customers,  suppliers,  competitors  and
employees.  It is the policy of the Company to  prohibit  any person from taking
unfair  advantage  of  another  through  manipulation,   concealment,  abuse  of
privileged information,  misrepresentation of material facts or any other unfair
dealing practice.

10. WAIVERS.
    -------

It is the Company's  policy that waivers of this Code for directors or executive
officers  will not be granted  except in exigent  circumstances.  Any waivers of
this Code may only be granted by a majority of the Board after disclosure of all
material facts by the individual seeking the waiver. Any waiver of this Code for
directors or executive  officers will be promptly  disclosed as required by law,
regulation or applicable listing standards.

11.  CONCLUSION.
     ----------

You should  communicate  any  suspected  violations of this Code promptly to the
Chair of the Audit Committee or to the Company's  Corporate Counsel.  Violations
will be taken seriously and  investigated by the Board or by a person or persons
designated by the Board and appropriate disciplinary action will be taken in the
event of any violations of the Code.


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