SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                -----------------
                                   Form 10-K/A
                                 Amendment No. 2

             (Mark One)
       |X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

                   For The Fiscal Year Ended December 31, 2004
                                       or

       |_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

           For The Transition Period From ____________ to ____________


                             EARTHSHELL CORPORATION
             (Exact name of registrant as specified in its charter)


              DELAWARE                                          77-0322379
      (State or other jurisdiction                            (I.R.S. Employer
  of incorporation or organization)                         Identification No.)


                            3916 State St., Suite 110
                            Santa Barbara, CA 93105
                                 (805)563-7590
    (Address, including zip code, and telephone number, including area code,
                         of principal executive offices)


          Securities registered pursuant to Section 12(b) of the Act:
                                      None


           Securities registered pursuant to Section 12(g) of the Act:
                     Common Stock, par value $0.01 per share
                              (title of each class)

      Indicate by check mark whether the issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the issuer
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes |X|    No |_|

      Indicate by check mark if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and no disclosure
will be contained, to the best of the issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. |_|

      Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).    Yes |X|    No |_|

      The aggregate market value of common stock held by non-affiliates as of
June 30, 2004 was $28,681,801.

      The number of shares outstanding of the Registrant's Common Stock as of
March 31, 2005 was 18,391,065.


                                       1
<PAGE>

                      Documents Incorporated by Reference:
None.

                                EXPLANATORY NOTE

      Earthshell Corporation (the "Company") is filing this Amendment No. 2 on
Form 10-K/A (this "Amendment") to the Company's Annual Report on Form 10-K for
the year ended December 31, 2004 to make certain corrections to Amendment No.1
on Form 10-K/A filed with the Securities and Exchange Commission on May 2, 2005.

      Except for the amendments set forth below, this Amendment does not modify
or update the Company's previously reported financial statements and other
disclosures in, or exhibits to, the original filing. Unaffected items have not
been repeated in this Amendment.

ITEM 7. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

The first full paragraph under the subheading "Critical Accounting Estimates" is
amended and restated as follows:

Going Concern Basis. The consolidated financial statements have been prepared on
a going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company has
incurred significant losses since inception, has minimal revenues and has a
working capital deficit of $7,289,431 at December 31, 2004. These factors, along
with others, may indicate that the Company will be unable to continue as a going
concern for a reasonable period of time. The Company will have to raise
additional funds to meet its current obligations and to cover operating expenses
through the year ending December 31, 2005. If the Company is not successful in
raising additional capital, it may not be able to continue as a going concern
for a reasonable period of time. Management plans to address this need by
raising cash through either the sale of licenses, the generation of royalty
revenues or the issuance of debt or equity securities. In addition, the Company
expects cash to be generated in 2005 through royalty payments from licensees.
However, the Company cannot assure that additional financing will be available
to it, or, if available, that the terms will be satisfactory, that it will
receive any royalty payments in 2005. Management will also continue in its
efforts to reduce expenses, but cannot assure that it will be able to reduce
expenses below current levels. The consolidated financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.

The following text is to appear immediately after Item 7.

        MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

      The Management of EarthShell is responsible for establishing and
maintaining adequate internal control over financial reporting and for the
assessment of the effectiveness of internal control over financial reporting. As
defined by the SEC, internal control over financial reporting is a process
designed by, or supervised by, the Company's principal executive and principal
financial officers, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements in accordance
with generally accepted accounting principles.

      The Company's internal control over financial reporting is supported by
written policies and procedures, that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the Company's assets; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the Company are being made only in accordance with
authorizations of the Company's management and directors; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a
material effect on the financial statements.


                                       2
<PAGE>

      Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

      A material weakness is a significant deficiency (within the meaning of
PCAOB Auditing Standard No. 2), or a combination of significant deficiencies,
that results in there being more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected on a timely basis by employees in the normal course of their
assigned functions.

      In making its assessment of internal control over financial reporting,
management used the framework set forth in the report entitled "Internal
Control--Integrated Framework" published by the Committee of Sponsoring
Organizations ("COSO") of the Treadway Commission to evaluate the effectiveness
of the Company's internal control over financial reporting. Because of the
material weaknesses described below, management believes that, as of December
31, 2004, the Company did not maintain effective internal control over financial
reporting based on those criteria.

      The Company's independent auditors have issued an attestation report on
management's assessment of the Company's internal control over financial
reporting. That report appears on page 6.

      During 2004, the Company operated with a significantly reduced number of
personnel compared to prior years. The Company's management has implemented and
documented internal control over financial reporting which it believed would be
considered sufficient, given the resources available to it. However, during the
fourth quarter of 2004, the Company's Controller resigned, and has not been
replaced to this date, leaving the Company's Chief Financial Officer as the only
accounting professional employed by the Company. This resulted in the loss of
segregation of responsibilities that are typical to effective financial
reporting control methodology. The Company has employed certain mitigating
controls designed to offset the inherent control weaknesses that result from a
lack of segregation of responsibilities.

Material Weaknesses Identified

      The Company's assessment of its internal control over financial reporting
identified the following material weaknesses:

      o     The Company has inadequate segregation of critical duties within
            each of its accounting processes and a lack of sufficient monitoring
            controls over these processes to mitigate this risk. The
            responsibilities assigned to one employee include maintaining the
            vendor master file, processing payables, creating and voiding
            checks, reconciling bank accounts, making bank deposits and
            processing payroll.


                                       3
<PAGE>

      o     The departure of the Company's Controller in November 2004 resulted
            in the accounting and reporting functions being centralized under
            the Chief Financial Officer, with no additional personnel in the
            Company having an adequate knowledge of accounting principles and
            practices. As a result, certain transactions had not been recorded
            in a timely manner and several adjustments to the financial
            statements that were considered material to the financial position
            at December 31, 2004 and results of operations for the year then
            ended were recorded.

      o     There are weaknesses in the Company's information technology
            controls which makes the Company's financial data vulnerable to
            error or fraud. Specifically, there is a lack of documentation
            regarding the roles and responsibilities of the IT function, lack of
            security management and monitoring and inadequate segregation of
            duties involving IT functions.

      Additionally, at the conclusion of our independent auditor's examination
of the Company's internal control over financial reporting, our independent
auditor noted several other areas of operations which could be improved. Our
auditors did not believe these items constituted material weaknesses.

Remediation Steps to Address the Material Weaknesses

      In consultation with its independent auditors, as of the date of this
report, the Company has begun taking the following remediation steps, among
others, to enhance its internal control over financial reporting and reduce
control deficiencies in general, including the material weaknesses enumerated
above:

      o     management is actively seeking qualified candidates to perform the
            Controller responsibilities;

      o     management has engaged an outside firm to perform the Internal Audit
            functions. This outside firm will report to the Audit Committee of
            the Board of Directors; and

      o     management employs an outside firm to monitor and maintain the
            Company's information systems. This group will be directed to
            develop and implement Company-wide information management control
            procedures.


                                       4
<PAGE>

ITEM 9A. CONTROLS AND PROCEDURES

(a)   Evaluation of Disclosure Controls and Procedures.

      The Company's Chief Executive Officer and Chief Financial Officer
evaluated the effectiveness of the Company's disclosure controls and procedures
(as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act) as of the end of the period covered by this Report (the "Evaluation Date").
Based on such evaluation, such officers concluded that, as of the Evaluation
Date, the Company's disclosure controls and procedures were effective in
ensuring that (i) information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules
and forms and (ii) information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is accumulated and
communicated to the Company's management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.

(b)   Changes in Internal Control Over Financial Reporting.

      During the Company's last fiscal quarter, other than the departure of the
Company's former Controller (described in Management's Report on Internal
Control Over Financial Reporting on page 2) no changes in the Company's internal
control over financial reporting came to management's attention that materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting. However, as permitted under Release No. 50754
dated November 30, 2004, the Company has included management's annual report on
internal control over financial reporting and the related attestation report of
the Company's registered public accounting firm in this Amendment to the
Company's annual report on Form 10-K/A. See "Report of Independent Registered
Public Accounting Firm on Internal Control Over Financial Reporting" and
Management's Report on Internal Control Over Financial Reporting on pages 2 and
6, respectively.


                                       5
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Earthshell Corporation:

      We have audited management's assessment, included in the accompanying
"Management's Annual Report on Internal Controls over Financial Reporting," that
Earthshell Corporation (the "Company") did not maintain effective internal
control over financial reporting as of December 31 ,2004, because of the effect
of pervasive material weaknesses in the design and operation of the Company's
system of internal controls, based on criteria established in Internal
Control--Integrated Framework issued by the Committee of Sponsoring Organization
of the Treadway Commission (COSO). The Company's management is responsible for
maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting.
Our responsibility is to express an opinion on management's assessment and an
opinion on the effectiveness of the company's internal control over financial
reporting based on our audit.

      We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating management's assessment, testing
and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinion.

      A company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.

      Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.


                                       6
<PAGE>

      A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected. The Company has pervasive material weaknesses in the design and
operation of its system of internal controls over financial reporting. The
following material weaknesses have been identified and included in management's
assessment:

      (1) Inadequate segregation of duties involving the authorization,
recording, custody, and periodic reconciliation of accounting transactions.

      (2) Insufficient staffing of accounting personnel with adequate knowledge
of accounting principles generally accepted in the United States. This
inadequate staffing in the accounting department resulted in transactions not
being recorded in a timely manner. In addition, there was inadequate application
of accounting principles generally accepted in the United States in relation to
the valuation of the gain on settlements of debt obligations in 2004, the
classification of certain debts in the financial statements and the proper
recording of liabilities as of December 31, 2004. This weakness resulted in the
recording of several adjustments to the financial statements that were
considered material to the financial position at December 31, 2004 and results
of operations for the year then ended.

      (3) A pervasive lack of general controls over the information technology
system which could have a material effect on the financial statements.

      These material weaknesses were considered in determining the nature,
timing, and extent of audit tests applied in our audit of the 2004 financial
statements, and this report does not affect our report dated March 4, 2005 on
those financial statements.

      In our opinion, management's assessment that Earthshell Corporation did
not maintain effective internal control over financial reporting as of December
31, 2004, is fairly stated, in all material respects, based on criteria
established in Internal Control--Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Also, in our
opinion, because of the effect of the material weakness described above on the
achievement of the objectives of the control criteria, Earthshell Corporation
has not maintained effective internal control over financial reporting as of
December 31, 2004 based on criteria established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).

      We do not express an opinion or any other form of assurance on
management's statements referring to the corrective actions taken by the Company
after the date of management's assessment.


/s/ Farber & Hass LLP
April 26, 2005
Camarillo, California


                                       7
<PAGE>

                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to its
report to be signed on its behalf by the undersigned, thereunto duly authorized.

                             EARTHSHELL CORPORATION


                             By: /s/ Simon K. Hodson
                                 -------------------
                             Name: Simon K. Hodson
                             Title: Vice Chairman of the Board and
                             Chief Executive Officer

Date: May 3, 2005

        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
           Signature                                     Title                                   Date
---------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                                 <C>
      /s/ Essam Khashoggi                        Chairman of the Board                       May 3, 2005
      -------------------
        Essam Khashoggi

      /s/ Simon K. Hodson                   Vice Chairman of the Board and                   May 3, 2005
      -------------------                       Chief Executive Officer
        Simon K. Hodson                      (Principal Executive Officer)

     /s/ D. Scott Houston                Chief Financial Officer and Secretary               May 3, 2005
     --------------------                    (Principal Financial Officer)
       D. Scott Houston

      /s/ Layla Khashoggi                              Director                              May 3, 2005
      -------------------
        Layla Khashoggi

      /s/ Hamlin Jennings                              Director                              May 3, 2005
      -------------------
        Hamlin Jennings

      /s/ Walker Rast                                  Director                              May 3, 2005
      -------------------
        Walker Rast
</TABLE>


                                       8
<PAGE>

                                  Exhibit Index
                                  -------------
Exhibit No.

      3.1   Amended and Restated Certificate of Incorporation of the Company.(1)

      3.2   Amended and Restated Bylaws of the Company.(1)

      3.3   Certificate of  Designation,  Preferences  Relative,  Participating,
            Optional  and  Other  Special  Rights  of  the  Company's  Series  A
            Cumulative Senior Convertible Preferred Stock.(1)

      4.1   Specimen certificate of Common Stock.(1)

      4.2   Form of Warrant to purchase Common Stock dated August 12, 2002.(9)

      4.3   Form of Note  under Loan  Agreement  dated as of  September  9, 2002
            between the Company and E. Khashoggi  Industries,  LLC.(11)

      4.4   Form of Secured Convertible Debenture due March 5, 2006.(13)

      4.5   Intellectual  Property Security  Agreement dated as of March 5, 2003
            among the Company,  E. Khashoggi  Industries,  LLC and the investors
            signatory thereto.(13)

      4.6   Waiver and Amendment to Debentures and Warrants dated as of March 5,
            2003  among  the  Company  and  the  purchasers  identified  on  the
            signature pages thereto.(13)

      4.7   Exchange Agreement dated as of March 5, 2003 between the Company and
            the institutional investor signatory thereto.(13)

      10.1  Amended and Restated  License  Agreement  dated February 28, 1995 by
            and between the Company and E. Khashoggi Industries("EKI").(1)

      10.2  Registration  Rights  Agreement dated as of February 28, 1995 by and
            between the Company and EKI, as amended.(1)

      10.3  EarthShell Container Corporation 1994 Stock Option Plan.(1)

      10.4  EarthShell Container Corporation 1995 Stock Incentive Plan.(1)

      10.5  Form of  Stock  Option  Agreement  under  the  EarthShell  Container
            Corporation 1994 Stock Option Plan.(1)

      10.6  Form of  Stock  Option  Agreement  under  the  EarthShell  Container
            Corporation 1995 Stock Incentive Plan.(1)

      10.7  Warrant to  Purchase  Stock  issued  July 2, 1996 by the  Company to
            Imperial Bank.(1)

      10.8  Amended and Restated Technical Services and Sublease Agreement dated
            October 1, 1997 by and between the Company and EKI.(1)

      10.9  Amended and Restated  Agreement for Allocation of Patent Costs dated
            October 1, 1997 by and between the Company and EKI.(1)

      10.10 Warrant to Purchase  Stock issued  October 6, 1997 by the Company to
            Imperial Bank.(1)

      10.11 Warrant to Purchase  Stock dated December 31, 1997 by the Company to
            Imperial Bank.(1)

      10.12 Letter  Agreement re Haas/BIOPAC  Technology dated February 17, 1998
            by and between the Company and EKI.(1)

      10.13 Second Amendment to 1995 Stock Incentive Plan of the Company.(1)

      10.14 Amendment  No.  2 to  Registration  Rights  Agreement  dated  as  of
            September 16, 1993.(1)

      10.15 Amendment No. 2 to Registration  Rights Agreement dated February 28,
            1995.(1)

      10.16 Employment Agreement dated April 15, 1998 by and between the Company
            and Vincent J. Truant.(3)

      10.17 First  Amendment  dated  June 2, 1998 to the  Amended  and  Restated
            License  Agreement  by and  between  the  Company  and E.  Khashoggi
            Industries("EKI").(4)


                                       9
<PAGE>

      10.18 First Amendment to 1995 Stock Incentive Plan of the Company.(5)

      10.19 Third Amendment to 1995 Stock Incentive Plan of the Company.(6)

      10.20 Fourth Amendment to 1995 Stock Incentive Plan of the Company.(6)

      10.21 Lease Agreement dated August 23, 2000 by and between the Company and
            Heaver Properties, LLC.(7)

      10.22 Settlement Agreement with Novamont dated August 3, 2001.(8)

      10.23 Amendment  to  Common  Stock  Purchase  Agreement  dated  March  28,
            2001.(8)

      10.24 Securities  Purchase  Agreement  dated as of August 12, 2002 between
            the Company and the investors signatory thereto.(9)

      10.25 Amendment #1 to Employment Agreement dated as of May 15, 2002 by and
            between the Company and Vince Truant.(10)

      10.26 Loan Agreement dated as of September 9, 2002 between the Company and
            E. Khashoggi Industries, LLC.(11)

      10.27 Second Amendment dated 29 July, 2002 to Amended and Restated License
            Agreement between E. Khashoggi Industries, LLC and the Company.(12)

      10.28 License  and  Information  Transfer  Agreement  dated 29 July,  2002
            between the Biotec Group and the Company.(12)

      10.29 Loan and  Securities  Purchase  Agreement  dated as of March 5, 2003
            between the Company and the investors signatory thereto.(13)

      10.30 Sublicense  Agreement  dated  February  20,  2004 by and between the
            Company and Hood Packaging Corporation. (15)

      10.31 Operating  and  Sublicense  Agreement  dated  October 3, 2002 by and
            between the Company and Sweetheart Cup Company, Inc. (15)

      10.32 First  Amendment to Operating and  Sublicense  Agreement  dated July
            2003 by and between the Company and  Sweetheart  Cup  Company,  Inc.
            (15)

      10.34 Lease  Agreement  dated July 2003 between the Company and Sweetheart
            Cup Company, Inc. (15)

      10.35 First  Amendment to Lease  Agreement dated December 16, 2003 between
            the Company and Sweetheart Cup Company, Inc. (15)

      10.37 Sublicense  Agreement  dated  November  11,  2004 by and between the
            Company and EarthShell Hidalgo S.A. de C.V.(18)


                                       10
<PAGE>

      10.38 Standby  Equity  Distribution  Agreement  dated as of March 23, 2005
            between the Company and Cornell Capital Partners, LP. (16)

      10.39 Registration Rights Agreement dated as of March 23, 2005 between the
            Company and Cornell Capital Partners, LP. (16)

      10.40 Placement  Agent  Agreement  dated as of March 23, 2005 by and among
            the  Company,  Cornell  Capital  Partners,  LP and Sloan  Securities
            Corporation. (16)

      10.41 Security  Agreement  dated as of March 23, 2005  between the Company
            and Cornell Capital Partners, LP. (16)

      10.42 Promissory Note dated as of March 23, 2005 issued to Cornell Capital
            Partners, LP. (16)

      10.43 Meridian Business Solutions Sublicense Agreement dated May 13, 2004.
            (17)

      10.44 Amended and Restated  Debenture  Purchase Agreement by and among the
            Company, EKI and SF Capital Partners, Ltd. dated September 30, 2004.
            (17)

      10.45 Amended and Restated  Debenture  Purchase Agreement by and among the
            Company, EKI and Omicron Master Trust dated September 29, 2004. (17)

      10.46 Amended and Restated  Debenture  Purchase Agreement by and among the
            Company, EKI and Islandia, Ltd. dated September 29, 2004. (17)

      10.47 Amended and Restated  Debenture  Purchase Agreement by and among the
            Company,  EKI and Midsummer  Investment,  Ltd.  dated  September 29,
            2004. (17)

      10.48 Conversion  Agreement by and among the  Company,  EKI and RHP Master
            Fund, Ltd. dated July 20, 2004. (17)

      10.49 Amended and Restated  Debenture  Purchase Agreement by and among the
            Company, EKI and Straus-GEPT L.P. dated September 29, 2004. (17)

      10.50 Amended and Restated  Debenture  Purchase Agreement by and among the
            Company, EKI and Straus Partners L.P. dated September 29, 2004. (17)

      10.51 Amended and Restated  Debenture  Purchase Agreement by and among the
            Company and EKI dated September 30, 2004. (17)

      10.52 Agreement  with EKI dated July 16,  2004 to convert  debt to equity.
            (17)

      10.53 Agreement   dated   September  1,  2004  for  conversion  of  Biotec
            indebtedness. (17)

      10.54 Stock Purchase  Agreement  between the Company and Meridian Business
            Solutions, LLC dated August 5, 2004. (17)

      14.1  EarthShell  Corporation  Code of Ethics for Directors,  Officers and
            Employees (15)

      16.1  Letter from  Deloitte & Touche LLP to the  Securities  and  Exchange
            Commission  dated  July 9,  2003,  regarding  change  in  certifying
            accountant. (14)


                                       11
<PAGE>

      31.1  Certification  of the CEO  pursuant to Rules 13a-14 and 15d-14 under
            the  Exchange  Act,  as  adopted  pursuant  to  Section  302  of the
            Sarbanes-Oxley Act of 2002.

      31.2  Certification  of the CFO  pursuant to Rules 13a-14 and 15d-14 under
            the  Exchange  Act,  as  adopted  pursuant  to  Section  302  of the
            Sarbanes-Oxley Act of 2002.

----------

(1)   Previously filed, as an exhibit to the Company's Registration Statement on
      Form S-1 and amendments  thereto,  File no.  333-13287,  and  incorporated
      herein by reference.

(2)   Previously  filed as an exhibit to the Company's  quarterly report on Form
      10-Q,  for the quarter ended March 31, 1998,  and  incorporated  herein by
      reference.

(3)   Previously  filed as an exhibit to the Company's  quarterly report on Form
      10-Q,  for the quarter  ended June 30, 1998,  and  incorporated  herein by
      reference.

(4)   Previously  filed as an exhibit to the Company's  quarterly report on Form
      10-Q, for the quarter ended September 30, 1998, and incorporated herein by
      reference.

(5)   Previously  filed as an exhibit  to the  Company's  annual  report on Form
      10-K, for the fiscal year ended December 31, 1998, and incorporated herein
      by reference.

(6)   Previously  filed as part of the Company's  definitive  proxy statement on
      Schedule  14A,  file  no.  000-23567,  for  its  1999  annual  meeting  of
      stockholders, and incorporated herein by reference.

(7)   Previously  filed as an exhibit  to the  Company's  annual  report on Form
      10-K, for the fiscal year ended December 31, 2000, and incorporated herein
      by reference.

(8)   Previously  filed as an exhibit to the Company's  quarterly report on Form
      10-Q, for the quarter ended June 30, 2001, and incorporated herein.

(9)   Previously filed as an exhibit to the Company's current report on Form 8-K
      dated August 12, 2002, and incorporated herein by reference.
<PAGE>

(10)  Previously  filed as an exhibit to the Company's  quarterly report on Form
      10-Q for the  quarter  ended June 30,  2002,  and  incorporated  herein by
      reference.

(11)  Previously filed as an exhibit to the Company's current report on Form 8-K
      dated September 17, 2002, and incorporated herein by reference.

(12)  Previously  filed as an exhibit to the Company's  quarterly report on Form
      10-Q for the quarter ended September 30, 2002, and incorporated  herein by
      reference.

(13)  Previously filed as an exhibit to the Company's current report on Form 8-K
      dated March 5, 2003, and incorporated herein by reference.

(14)  Previously filed as an exhibit to the Company's current report on Form 8-K
      dated July 11, 2003, and incorporated herein by reference.

(15)  Previously  filed as an exhibit  to the  Company's  annual  report on Form
      10-K, for the fiscal year ended December 31, 2003, and incorporated herein
      by reference.

(16)  Previously filed as an exhibit to the Company's current report on Form 8-K
      dated March 29, 2005, and incorporated herein by reference.

(17)  Previously  filed as part of the Company's  quarterly  report on Form 10-Q
      for the quarter  ended  September  30, 2004,  and  incorporated  herein by
      reference.

(18)  Previously filed as an exhibit to the Company's annual report on Form 10-K
      for the fiscal year ended December 31, 2004, and incorporated herein by
      reference.