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:  NOVEMBER 18, 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))

                                      PAGE

Item  5.02  Departure of Directors or Principal Officers; Election of Directors;
Appointment  of  Principal  Officers


     Effective  November  18,  2004  SpaceDev,  Inc. announced that its Board of
Directors  has  appointed  Richard B. Slansky to the position of President, also
granting  him  a  seat  on  the  Company's Board of Directors.  Mr. Slansky will
remain  SpaceDev's Chief Financial Officer and Corporate Secretary, positions he
has  held  since joining the Company in February 2003.  There were no changes to
the original employment agreement between Mr. Slansky and SpaceDev.  Mr. Slansky
will  receive  no  additional compensation for his services as a director of the
Company,  and  is  not  expected  to  hold  a  position  on  any of the existing
committees  of  the  Board  of  Directors.

     Mr. Slansky, age 47, joined us as our Chief Financial Officer and Secretary
on  February 10, 2003. Mr. Slansky served as interim Chief Executive Officer and
Chief  Financial  Officer  of  Quick  Strike  Resources,  Inc.,  an IT training,
services  and  consulting firm, from July 2002 to February 2003. Previously, Mr.
Slansky  served  as  Chief  Financial  Officer,   Vice  President   of  Finance,
Administration  and  Operations  and  Corporate  Secretary  for  Path  1 Network
Technologies,  Inc.,  a  company  focused on merging broadcast and cable quality
video  transport  with IP networks from May 2000 to July 2002. Before his tenure
at  Path  1, Mr. Slansky served as President, Chief Financial Officer and member
of  the  Board of Directors of Nautronix, Inc., a marine electronics/engineering
services company, from January 1999 to May 2000. Prior to Nautronix, Mr. Slansky
served  as  Chief  Financial  Officer  of  Alexis  Corporation, an international
pharmaceutical research products technology company, from August 1995 to January
1999.  He  also  served  as  President  and  Chief  Financial   Officer  of  C-N
Biosciences,  formerly  Calbiochem,  from July 1989 to July 1995. Mr. Slansky is
currently  serving  on  the  Board  of  Directors  of  two  privately  held high
technology  companies,  one  closely  held  private  real estate company and the
not-for-profit Board of the Girl Scouts, San Diego-Imperial Council. Mr. Slansky
earned  a  bachelor's  degree  in  economics  and science from the University of
Pennsylvania's  Wharton  School  of  Business  and a master's degree in business
administration  in  finance  and  accounting  from  the  University  of Arizona.


                                   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  November  18,  2004.

                                                 SPACEDEV,  INC.

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