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: JUNE 30, 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     MATERIAL  DEFINITIVE  AGREEMENTS

On  June  27,  2005,  SpaceDev,  Inc., ("SpaceDev") was awarded a subcontract by
Andrews  Space,  Inc.  ("Andrews")  of  Seattle  which  calls  for  the  design,
development,  launch,  and operation of a small low cost spacecraft on a mission
to  the  Lunar  L1  point  to  demonstrate key technologies and advanced orbital
mechanics  in  support of NASA's Human and Robotics Technology ("H&RT") SmallTug
Program to explore the Moon and Mars.  The subcontract is part of a larger $18.7
million  contract  awarded to Andrews by NASA and is expected to be completed in
several  phases. The value of the current SpaceDev subcontract is $1,249,493 and
is a firm fixed price subcontract.  The current subcontract phase is expected to
take  approximately  nine  months  to  complete.

                                   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  June  30,  2005.

                                                                 SPACEDEV,  INC.

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