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


                                August 23, 2004
                                ---------------
                Date of Report (Date of earliest event reported)


                                    000-28947
                                  -------------
                             Commission File Number


                                 SPACEDEV, INC.
                            ------------------------
             (Exact name of registrant as specified in its charter)

      Colorado                                                  84-1374613
      --------                                                  ----------

 (State  or  other  jurisdiction  of     (I.R.S.  Employer  Identification  No.)
                        incorporation  or  organization)

                   13855 Stowe Drive, Poway, California 92064
         --------------------------------------------------------------
                    (Address of principal executive offices)

                                 (858) 375-2030
                              --------------------
                (Issuer's telephone number, including area code)

                                       N/A
                                      -----
   (Former name, former address and former fiscal year, if changed since last
                                     report)

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))




ITEM  1.01     MATERIAL  DEFINITIVE  AGREEMENTS

     On  August 30, 2004, SpaceDev, Inc. ("SpaceDev") received a contract signed
by  the Air Force Research Laboratories on August 23, 2004, to begin development
of  small  satellite  bus  technologies  with  an  emphasis  on   standards  and
responsiveness  to  on-demand needs. SpaceDev's contract with AFRL calls for the
development  of a standardized small spacecraft bus that is modular and provides
a  scalable,  networked  architecture. SpaceDev will define standard payload and
launch vehicle interfaces to enable a variety of payloads to be rapidly launched
on  a  variety  of  launch  vehicles.  SpaceDev will extend its use of TCP/IP in
space.  SpaceDev  will  incorporate  autonomous satellite commissioning with the
goal  of the satellite being fully functional after only one orbit. The contract
total  is  $739,135.00  and  is  a cost plus fixed fee contract. The contract is
expected  to  take  up  to  18  months  to  complete.

ITEM  9.01     FINANCIAL  STATEMENTS  AND  EXHIBITS

     (c)     Exhibits.




                                                                                         

Air Force Research Laboratories contract with SpaceDev dated as of  August  23,  2004 . .    10.1
Air Force Research Laboratories Statement of Work* . . . . . . . . . . . . . . . . . . . .   10.2


*  Registrant  requested  confidential  treatment  pursuant  to  Rule  406 for a
portion of the referenced exhibit and has separately filed such exhibit with the
Commission.


                                   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:  August 31, 2004

SPACEDEV, INC.

/s/ Richard B. Slansky
----------------------
Richard B. Slansky,
Chief Financial Officer