UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                         -------------------------------

                        Date of Report:  OCTOBER 5, 2004

                                 SPACEDEV, INC.
               (Exact Name of Registrant as Specified in Charter)

          COLORADO                         000-28947                  84-1374613
     (State or Other Jurisdiction     (Commission File          (I.R.S. Employer
            of Incorporation)               Number)       Identification Number)

                                13855 STOWE DRIVE
                             POWAY, CALIFORNIA 92064
               (Address of Principal Executive Offices) (Zip Code)

Registrant's  telephone  number,  including  area  code:  (858)  375-2030

Check  the  appropriate  box  below  if  the  Form  8-K  filing  is  intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions:

[  ]  Written  communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[  ]  Pre-commencement   communications  pursuant  to Rule  14d-2(b)  under  the
Exchange Act  (17  CFR  240.14d-2(b))

[  ]  Pre-commencement  communications pursuant Rule 13e-4(c) under the Exchange
Act (17  CFR  240.13e-4(c))
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Item  1.01  Entry  into  a  Material  Definitive  Agreement

Effective  September  29,  2004,  SpaceDev,  Inc.  was  awarded a Phase II Small
Business  Innovation  Research  ("SBIR")  contract by the Air Force Research Lab
("AFRL")  for  the continued design and development of the SpaceDev Streaker(TM)
small launch vehicle ("SLV"). We were awarded Phase I of the contract on July 9,
2003 for the initial design and development of the SLV. The Phase II contract is
a  cost plus, fixed fee contract with a total value of approximately $1,556,980.
The  contract  is milestone-based, and the fixed fee and estimated costs will be
paid  as  accrued,  in  regular  installments,  based  upon  the  percentage  of
completion  of  work.  The funds will be used to develop and test fire our large
Common  Core Booster for the SpaceDev Streaker(TM) launch vehicle. The estimated
completion  date  of  the  contract  is  May  28,  2008.

                                   SIGNATURES

                Pursuant  to  the requirements of the Securities Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the  undersigned  hereunto  duly  authorized.

Dated  as  of  October  5,  2004.

                                                                 SPACEDEV,  INC.

                                               By:     /s/  Richard  B.  Slansky
                                               ---------------------------------
                                                            Richard  B.  Slansky
                                                       Chief  Financial  Officer
                                                       -------------------------