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 (Date of Earliest Event Reported): MARCH 28, 2006

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

          COLORADO                  000-28947                   84-1374613
State or Other Jurisdiction                                    (IRS Employer
     of Incorporation)         (Commission File Number)     Identification No.)

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

       Registrant's Telephone Number, Including Area Code: (858) 375-2000

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  (see  General  Instruction  A.2.  below):

[ ] 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 to Rule 13e-4(c) under the Exchange
    Act  (17  CFR  240.13e-4(c))


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ITEM  2.02.             RESULTS  OF  OPERATIONS  AND  FINANCIAL  CONDITION.

     On  March  28,  2006,  we  issued  a press release announcing our financial
results  for the year ended December 31, 2005.  The Company recorded its twelfth
consecutive  quarter  of  revenue  growth  and  eighth  consecutive  quarter  of
operating  profit.  A  copy  of the press release is attached as Exhibit 99.1 to
this  report.

ITEM  9.01.              FINANCIAL  STATEMENTS  AND  EXHIBITS.

     (c)  Exhibits.

99.1          Press  Release,  released  March  28,  2006




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                                   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.

                              SPACEDEV,  INC.

Date:  March  28,  2006       By: /s/ Richard B. Slansky
                                  --------------------------------------------
                                    Richard  B.  Slansky
                                    President  &  Chief  Financial  Officer