FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * BLAKE CURT DEAN   2. Issuer Name and Ticker or Trading Symbol SPACEDEV INC [SPDV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 13855 STOWE DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 10/01/2005 (Street) POWAY, CA 92604 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/20/2006   M   2,605 (1) A $ 0.954 63,829 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Statutory Stock Option

$ 1.0625

10/01/2005

E

4,706

09/05/2001

10/01/2005

Common Stock

4,706

$ 1.0625

276,000

D

Non-Statutory Stock Option

$ 0.875

11/10/2005

E

5,000

11/10/2001

11/10/2005

Common Stock

5,000

$ 0.875

271,000

D

Non-Statutory Stock Option

$ 0.875

04/30/2006

E

10,000

02/09/2002

04/30/2006

Common Stock

10,000

$ 0.875

261,000

D

Non-Statutory Stock option

$ 0.684

04/30/2006

E

5,000

04/18/2002

04/30/2006

Common Stock

5,000

$ 0.684

256,000

D

Non-Statutory Stock Option

$ 0.954

07/20/2006

M

10,000

07/20/2002

07/20/2006

Common Stock

10,000

$ 0.954

246,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BLAKE CURT DEAN 13855 STOWE DRIVE POWAY, CA 92604	X

Signatures

Curt Dean Blake		08/29/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents a cashless exchange where an in-the-money derivative security is exchanged for its value in shares of common stock.

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