8-K

                       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

       Date of Report (date of Earliest Event Reported) - October 24, 2002

                                 _______________

                             Spacehab, Incorporated
             (Exact name of registrant as specified in its charter)

           Washington                      0-27206               91-1273737
(State or other jurisdiction of   (Commission File Number)      (IRS Employer
         Incorporation)                                      Identification No.)

     300 D Street, SW, Suite 814, Washington, DC                    20024
      (Address of principal executive offices)                   (Zip Code)

                                 (202) 488-3500
              (Registrant's telephone number, including area code)

             (Former name or address, if changed since last report)



Item 5.  Other Events.

         On October 24, 2002, Spacehab, Incorporated (the "Company") announced
the planned retirement of its Chief Executive Officer, Dr. Shelley Harrison, to
occur on March 31, 2003. Dr. Harrison will then continue as the non-executive
Chairman of the Board of Directors and Michael E. Kearney, SPACEHAB President
and Chief Operating Officer, will assume the role of Chief Executive Officer.

         The above summary is qualified in its entirety by the terms and
provisions of the exhibits filed with this Current Report on Form 8-K.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (a)   Not applicable
         (b)   Not applicable
         (c)   Exhibits

               Following exhibits furnished in accordance with Item 601 of
Regulation S-K, filed as part of this Current Report on Form 8-K:

               1     Press Release, dated October 24, 2002, announcing the
                     planned retirement of its Chief Executive Officer, Dr.
                     Shelley Harrison.

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                                   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 thereunto duly authorized.

                                      SPACEHAB, INC.

                                      By:  /s/ Julia A. Pulzone
                                           -------------------------------------
                                           Julia A. Pulzone
                                           Senior Vice President, Finance
                                           And Chief Financial Officer

Dated: October 28, 2002

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                                  EXHIBIT INDEX

Exhibit No.                         Description
- -----------                         -----------

  1                              Press release, dated October 24, 2002,
                                 announcing the planned retirement of its Chief
                                 Executive Officer, Dr. Shelley Harrison.

                                       4

EX-1.0

                                                                    Exhibit 1

FOR IMMEDIATE RELEASE

 SPACEHAB Chief Executive Officer Announces Retirement Effective March 31, 2003

Houston, Texas, October 24, 2002 - SPACEHAB, Inc. (NASDAQ/NMS: SPAB), a leading
provider of commercial space services, announced the planned retirement of its
Chief Executive Officer, Dr. Shelley Harrison, to occur on March 31, 2003. Dr.
Harrison will then continue as the non-executive Chairman of the Board of
Directors and Michael E. Kearney, SPACEHAB President and Chief Operating
Officer, will assume the role of Chief Executive Officer.

"The international Human Space Program and International Space Station are now
entering the research utilization phase," said Dr Harrison. "SPACEHAB, through
its unique space process and assets, has pioneered the commercial support of
astronauts living and working in space."

Dr. Harrison added, "The Company has weathered several delays and space
agencies' replanning of these programs. Having successfully executed its
strategic recovery plan, SPACEHAB is emerging financially sound and
operationally stronger with a seasoned, well-focused management team. I am
confident in Mike Kearney and his team's ability to lead the Company into
profitability and long-term growth. As Chairman I will focus on Board governance
and investor relations aimed at building shareholder value."

Mike Kearney stated, "Like the International Space Station, SPACEHAB is poised
to realize the full potential of our investment in space utilization. We are
confident that we will continue to deliver best value, innovative services to
our customers in this expanding market."

As SPACEHAB's first venture capital space investor and strategic planner, Dr.
Harrison successfully raised over $200 million through a multi-year sequence of
private and public equity and debt financings underwriting the build of its
unique asset base of modules and pallets and acquisitions of Astrotech Space
Operations and Johnson Engineering to broaden its market positioning and revenue
base.

Dr. Harrison has been a member of the Company's Board of Directors since 1987
becoming the Chairman in August 1993. He then assumed the role of Chief
Executive Officer in April 1996 after completion of SPACEHAB's initial public
offering, the first successful initial public offering of a human space company.

Dr. Harrison gradually reorganized the Company from its development phase into
its position of leadership supporting NASA and the international space agencies,
utilizing



privately owned, shuttle-based assets and flexible commercial processes.
SPACEHAB has now flown 17 successful space missions and has become a unique
participant in the world's largest international space science endeavor, the
International Space Station.

With more than $100 million in annual revenue, SPACEHAB, Inc. is a leading
provider of commercial space services. The Company develops, owns, and operates
habitat and laboratory modules and cargo carriers aboard NASA's Space Shuttles.
Its Johnson Engineering subsidiary provides orbiter crew compartment
integration, ISS stowage and configuration management, supports astronaut
training, and builds space-flight mockup trainers at NASA's Johnson Space Center
in Houston. SPACEHAB's Astrotech subsidiary provides commercial satellite
processing services at facilities in California and Florida. Additionally,
through The Space Store, Space Media provides space merchandise to the public
and space enthusiasts worldwide (www.thespacestore.com).

This release contains forward-looking statements that are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those projected in such statements. Such risks and uncertainties include,
but are not limited to, whether the company will fully realize the economic
benefits under its NASA and other customer contracts, the timing and mix of
Space Shuttle missions, the successful development and commercialization of new
space assets, technological difficulties, product demand, timing of new
contracts, launches and business, market acceptance risks, the effect of
economic conditions, uncertainty in government funding, the impact of
competition, and other risks detailed in the Company's Securities and Exchange
Commission filings.

FOR MORE INFORMATION:
Kimberly Campbell
Director of Marketing
SPACEHAB, Inc.
713.558.5049
campbell@spacehab.com

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