[LETTERHEAD OF SPACEDEV, INC.]

September  30,  2004

Susan  Guerrier
Securities  and  Exchange  Commission
450  Fifth  Street,  N.W.
Washington,  DC  20549
Mail  Stop  0511

Re:     SpaceDev,  Inc.
     Post-Effective  Amendment  No.  1  to  Registration  Statement  File  No.
     333-116766


Dear  Ms.  Guerrier:

     In  response  to  the  Commission's  oral  comment  of  September 30, 2004,
SpaceDev,  Inc.,  a  Colorado  corporation  (the "Company"), hereby requests the
withdrawal  of  its  above  referenced  Post-Effective  Amendment  No.  1 to the
Registration  Statement  on  Form SB-2 (the "Registration Statement"), which was
filed  for  the  purpose  of  registering additional shares issued to one of the
selling  shareholders.  We  understand  from  the  Commission's comment that the
Company  may not register additional shares by amendment and will be required to
file  a separate registration statement.  None of the additional shares included
in  the Registration Statement have been sold. If you have any questions, please
do  not  hesitate to contact me at (858) 375-2030 or our legal counsel, Gretchen
Cowen, of Weintraub Dillon PC at (858) 259-2529. We look forward to receiving an
order  from  your  office  confirming  the  withdrawal requested in this letter.

Thank  you,


/s/  Richard  Slansky

Richard B. Slansky
Chief  Financial  Officer