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 14, 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  1.01  Entry  into  a  Material  Definitive  Agreement

Effective  April  14, 2005, SpaceDev, Inc. has entered into a 16-month  lease to
expand  its  fabrication  and test facilities. This additional SpaceDev facility
will  also  be  located  in  Poway, California. It will add approximately 11,000
square  feet  of  fabrication  space and cost the Company approximately $107,000
over  the  term  of the lease. SpaceDev plans to use the new facilities to begin
construction  of  portable,  high  tech  rocket  motor test support equipment in
anticipation  of  test firing new rocket motors being developed for its low-cost
expendable  small  launch  vehicle,  SpaceDev Streaker(TM).   Under an Air Force
Research  Laboratory  contract announced last October, SpaceDev has designed and
will  begin  development  of the SpaceDev Streaker(TM) hybrid upper stage rocket
motor.

ITEM  9.01     FINANCIAL  STATEMENTS  AND  EXHIBITS

     (c)     Exhibits.




                                                                                         

Sublease with Gateway and SpaceDev Dated March 31, 2005. . . . . . . . . . . . . . . . .   10.1
Consent to Sublease with Gateway and SpaceDev Dated April 1, 2005, signed April 14, 2005   10.2




                                   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  14,  2005

                                                                 SPACEDEV,  INC.

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