August 5, 2005

Via U.S. Mail

Michael E. Kearney
SPACEHAB, Inc.
12130 State Highway 3, Building 1
Webster, TX  77598

Re:	SPACEHAB, Inc.
		File No. 333-126772
		Form S-4, filed July 21, 2005

	Schedule TO-I filed July 21, 2005
	SEC File No. 005-44975

Dear Mr. Kearney:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-4

General
1. Under the terms of your exchange offer, the tender of
securities
is considered the execution of a consent (see Consent
Solicitation,
page 5), and the tender of $60,087,500 of the outstanding notes is
a
condition for your completion of the exchange offer.  Thus, it
appears that the consent solicited is part of the interest
tendered
by the security holders and thus subject to the tender offer
rules.
Please revise your consent solicitation to comply with the
provisions
of the applicable tender offer rules, including Rule 13e-4 and
Regulation 14E.  In this respect, note that pursuant to Rule 14e-
1(c)
you may not accept the consents prior to the expiration date of
the
exchange offer and consent solicitation (which appears to be part
of
the current terms of the transaction per the disclosure in the
second
sentence of the paragraph Consent Solicitation on page 5).
2. Please advise us whether the original securities were
registered
pursuant to Section 12 of the 1934 Act.  To the extent they are so
registered, please revise to comply with the applicable rules of
Regulation 14A, including Schedule 14A.

Where You Can Find More Information, page ii
3. Please update the information to provide a reference to the
Commission`s new address at 100 F Street, N.E., Washington, D.C.
20549.
4. While we recognize that any documents you files pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the
date
the prospectus is declared effective may be deemed incorporated by
reference into the Form S-4, Schedule TO-I does not permit
forward-
incorporation by reference.  Please confirm that the Schedule TO-I
will be amended to specifically include any information that is
deemed to be forward-incorporated by reference into the Form S-4,
or
advise.

Forward-Looking Statements, page iii
5. We note your reference to Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934.  Note
that the safe harbor protections for forward-looking statements
contained in those federal securities laws do not apply to
statements
made in connection with a tender offer.  See Section 21E(b)(2)(C)
of
the Securities Exchange Act of 1934 and Regulation M-A telephone
interpretation M.2 available at www.sec.gov in the July 2001
Supplement to the Division of Corporation Finance`s Manual of
Publicly Available Telephone Interpretations.  Please delete the
reference or clarify that it is not applicable to the tender
offer.

The Exchange Offer and Consent Solicitation, page 5
6. We note that the offer is scheduled to expire at 5:00 p.m. on
the
expiration date.  Please confirm in your response letter that you
will hold your offer open until at least midnight on the 20th
business day subsequent to commencement, as required by Rules 13e-
4(f)(1)(i) and 14e-1(b).  See Rule 13e-4(a)(3) for additional
guidance on the definition of "business day."
7. We note that you have entered into a memorandum of
understanding
with SMH Capital Advisors whereby SMH has stated its intent to
tender
all securities over which it holds discretionary authority.  This
appears to be a lock-up agreement with respect to the securities
held
by SMH.  Please provide us your analysis of whether the lock-up is
consistent with our previous guidance.  See Section VIII.A.9 of
the
Current Issues Outline (November 14, 2000) which addresses the
execution of lock-up agreements in connection with business
combination transactions.  Also, tell us why did the execution of
the
lock-up agreement not constitute an "offer" and "sale" under the
Securities Act?  Finally, tell us whether you communicated with
any
other security holders regarding their intention to tender their
securities.

The Exchange Offer and Consent Solicitation - Expiration Date,
page
71
8. We note you reserve the right to "interpret, waive or amend the
terms of the exchange offer in any manner."  Revise to clarify
your
ability to "interpret" the terms of the offer.  Note that a tender
offer may be conditioned on a variety of events and circumstances,
provided that they are not within the direct or indirect control
of
the bidder, and are drafted with sufficient specificity to allow
for
objective verification that the conditions have been satisfied.
9. Revise to indicate that a material change to the offer may
require
recirculation of an amended prospectus or prospectus supplement.

Withdrawal of Tenders of Notes, page 105
10. Disclose that notes not yet accepted for exchange after the
expiration of forty business days from the commencement of the
offer
may be withdrawn.  Refer to Rule 13e-4(f)(2)(ii).

The Exchange Offer and Consent Solicitation - Conditions, page 77
11. Refer to the disclosure in the introductory paragraph, which
relates to the company`s determination whether the triggering of a
condition "makes it inadvisable" to proceed with the exchange
offer.
Please note that, when a condition is triggered and the issuer
decides to proceed with the offer anyway, we believe that this
constitutes a waiver of the triggered condition(s). You may not
rely
on this language to tacitly waive a condition of the offer by
failing
to assert it.  Please confirm your understanding on a supplemental
basis.
12. We note that the exchange offer is conditioned on the valid
tender of $60,087,500 of the outstanding notes.  Please confirm
that
if you waive this or any other material condition to the offer,
you
will revise the offer to reflect the material change and to allow
a
minimum of five business days to remain in the offer from the date
of
dissemination of the notice of the material change.
13. We note that the exchange offer is conditioned on the approval
of
an amendment to your articles of incorporation to increase the
number
of authorized shares of common stock.  We further note that you
have
not filed a proxy statement soliciting proxies for such
shareholder
approval.  Please tell us supplementally whether you intend to
hold a
meeting of shareholders prior to the expiration of the exchange
offer.
14. We note that the condition in the fourth bullet point is
subject
to a determination of adverse tax consequences based on your
judgment.  Please revise here and throughout the prospectus, as
applicable, to include a reasonableness standard.  The ability of
the
issuer to determine, in its sole discretion, whether a condition
has
occurred may render the offer illusory.

Certain U.S. Federal Income Tax Considerations, page 81
15. We note your disclosure that this section summarizes "certain"
of
the federal income tax consequences of the exchange offer.  Please
ensure that you discuss all such material consequences. Further,
please provide an opinion of counsel regarding the material
consequences and revise the discussion to reflect the receipt of
such
opinion.

Letter of Transmittal
16. The letter of transmittal improperly asks option holders to
warrant that they have "received and reviewed" the prospectus and
the
letter.  Please revise to delete the requirement that security
holders certify that they have "received and reviewed" the
exchange
offer.  Alternatively, amend the letter to include a legend in
bold
typeface that indicates the company neither views the
representation
made by security holders that they have reviewed the offering
materials as a waiver of liability and that the company promises
not
to assert that this provision constitutes a waiver of liability.

Legal Opinion
17. Please revise the legal opinion to ensure it addresses the
legality of the shares underlying your convertible notes.  See
Item
601(b)(5) of Regulation S-K.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
bidder and its management are in possession of all facts relating
to
the company`s disclosure, they are responsible for the accuracy
and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the bidder is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the bidder may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Pam Carmody, Special Counsel, at (202) 551-3265.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

						Sincerely,



						Daniel F. Duchovny
						Attorney-Advisor
						Office of Mergers and Acquisitions


cc: Arthur S. Berner, Esq. (via fax (713) 236-5652)
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Michael E. Kearney
SPACEHAB, Inc.
August 5, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE