Form AW
Richard
B. Slansky
President
Chief
Financial Officer
13855
Stowe Drive ·
Poway,
CA 92064
(858)
375-2030 ·
Fax:
(858) 375-1000
e-mail:
Richard.Slansky@SpaceDev.com
December
6, 2006
U.S.
Securities & Exchange Commission
Division
of Corporate Finance
100
F
Street, N. E.
Washington,
D.C. 20459
Re: SpaceDev,
Inc. ("Registrant")
Post-Effective
Amendment No. 1 to Form S-8 (Accession No. 0001031833-06-000122)
filed
September 14, 2006
Commission
File No. 333-123633
Ladies
and Gentlemen:
In
accordance with Rule 477 of the Securities Act of 1933, as amended (the “Act”),
the Registrant hereby respectfully requests withdrawal of the amendment filed
by
the Registrant with the Securities and Exchange Commission (the “Commission”) on
September 14, 2006 (the “Amendment”) with respect to the Registration Statement
on Form S-8 (Registration No. 333-123633)(the “Registration
Statement”).
The
Registrant intended to file the Amendment as Post-Effective Amendment No. 1
to
the Registration Statement in order to include 5,000,000 added to its 2004
Equity Incentive Plan (the “Plan”) by amendment on August 12, 2005 and January
30, 2006. However, the Registrant has been advised by Virginia Navarette of
the
Division of Corporate Finance that it must file a separate registration
statement to register the additional shares issuable under the Plan and that
the
Amendment was, therefore, never made effective by the Commission. Accordingly,
the Registrant hereby requests withdrawal of the Amendment and will file a
separate registration statement with the Commission for the additional shares.
No securities were offered pursuant to the Amendment
Please
provide a copy of the order granting the Registrant’s request for withdrawal of
the Amendment to our outside counsel, Gretchen Cowen, by facsimile at (760)
438-3026. If you have any questions with regard to this request for withdrawal,
please contact Ms. Cowen at (760) 931-0903
Very
truly yours,
SpaceDev,
Inc.
/s/
Richard B. Slansky
Richard
B. Slansky