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



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                                    FORM 8-K

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



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                         Date of Report:  APRIL 12, 2005

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

Effective  April  12, 2005, as part of her continuing commitment to the Company,
Susan  C.  Benson accepted an appointment to the Board of Directors of SpaceDev,
Inc.,  bringing  the  total  number  of  board  members  to  9, five of whom are
independent  directors.

Ms.  Benson  joined SpaceDev in 1997, serving as corporate secretary until 2003.
From  approximately  1998  to 2004, Ms. Benson was, in part, responsible for the
Company's  investor  relations  and  public   relations   activities,   managing
SpaceDev's  strategic messaging to build industry and media awareness as well as
strengthening  shareholder  relations.

Prior  to  joining  SpaceDev,  Ms.  Benson  was the customer support manager for
Compusearch  Software  Systems  in  McLean, Virginia from 1986 through 1995. Ms.
Benson  also  served  as secretary/treasurer of the Compusearch Software Systems
Board  of  Directors.

Ms.  Benson  currently  owns approximately 4.6 million shares of SpaceDev common
stock  and  is  currently  the  Company's  largest  stockholder.

                                   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  April  12,  2005

                                                                 SPACEDEV,  INC.


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