POS AM

As filed with the Securities and Exchange Commission on October 20, 2005 Registration No. 333 – 126772

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment

No. 1

to

FORM S-4

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

SPACEHAB, Incorporated

(Exact name of registrant as specified in its charter)

Washington (State or other jurisdiction of incorporation or organization) 3760 (Primary standard industrial classification code number) 91-1273737 (I.R.S. Employer Identification No.)

12130 State Highway 3, Building 1

Webster, Texas 77598-1504

(713) 558-5000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael E. Kearney

12130 State Highway 3, Building 1

Webster, TX 77598

(713) 558-5000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Arthur S. Berner Haynes and Boone, LLP 1221 McKinney Street, Suite 2100 Houston, Texas 77010 Telephone: (713) 547-2526 Facsimile: (713) 236-5652 Rick C. Madden Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071 Telephone: (213) 687-5000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the Registration Statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
5.5% Senior Convertible Notes due 2010	$63,250,000	100%	$63,250,000	$7,445(1)
Common Stock, no par value	42,166,667(2)	(3)	(3)	(3)

(1) This fee was previously paid in connection with the filing of the initial registration statement on July 21, 2005.

(2) Represents the total number of shares of common stock, and associated rights, if any, of SPACEHAB, Incorporated that are initially issuable upon conversion of the new 5.5% Senior Convertible Notes due 2010 registered hereby at the initial conversion price of $1.50 per share. The conversion price is subject to adjustment upon the occurrence of stock dividends, stock splits and other events described in the indenture for the new 5.5% Senior Convertible Notes. In addition to the shares set forth in the table, pursuant to Rule 416 under the Securities Act of 1933, the amount to be registered includes an indeterminate number of shares of common stock that may become issuable upon conversion of the new 5.5% Senior Convertible Notes as a result of any such adjustments.

(3) No separate fee is payable pursuant to Rule 457(i) under the Securities Act of 1933.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

The purpose of this Post-Effective Amendment No. 1 (the “Amendment”) to Registration Statement on Form S-4 of SPACEHAB, Incorporated (333-126772) is to modify certain terms of SPACEHAB’s offer to exchange and consent solicitation. In general, the Amendment does the following:

• Decreases from $60,087,500 to $50,600,000 the minimum aggregate principal amount of outstanding notes that needs to be tendered pursuant to the offer to exchange;

• Decreases the conversion price for the Exchange Notes from a range of $2.12 to $2.50 to a fixed price of $1.50 and modifies the conversion procedures;

• Decreases the target price per share of our common stock that triggers mandatory conversion of the Exchange Notes from $3.25 to $1.95, if our common stock exceeds this target for 20 consecutive trading days;

• Adds a covenant placing restrictions on the sale of or liens upon Astrotech Space Operations, Inc., Astrotech Florida Holdings, Inc. and their respective assets; and

• Extends the expiration date of the offer to exchange and consent solicitation until 5:00 p.m., New York City time, on November 16, 2005, subject to further extension.

We encourage you to read the prospectus supplement together with the original prospectus for a complete description of the exchange offer and consent solicitation, and the Exchange Notes.

The information in this prospectus supplement is not complete and may be changed. We may not complete the exchange offer and issue theses securities until the amendment to the registration statement filed with the Securities and Exchange Commission is effective. This prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated October 20, 2005

Prospectus Supplement
(To prospectus dated September 2, 2005)	Registration Statement No. 333-126772

SPACEHAB, Incorporated

Supplement to

Offer to Exchange and Consent Solicitation

in Respect of 5.5% Senior Convertible Notes due 2010

for

Any and All Outstanding 8% Convertible Subordinated Notes due 2007

($63,250,000 in principal amount outstanding)

This prospectus supplement relates to the prospectus dated September 2, 2005, relating to the offer to exchange and consent solicitation of up to $63,250,000 of our outstanding 8% Convertible Subordinated Notes due 2007 for an equal aggregate principal amount of 5.5% Senior Convertible Notes due 2010. We have amended the terms of the notes being offered to fix the conversion price at $1.50.

Except as described herein, all other terms of the exchange offer and consent solicitation, and the exchange notes remain the same.

Extension of the Exchange Offer and Consent Solicitation. The exchange offer and consent solicitation will now expire at 5:00 p.m., New York City time, on November 16, 2005, unless further extended. At the close of business on October 19, 2005, holders had tendered and not withdrawn $43,656,000 aggregate principal amount of outstanding notes, which represents approximately 69.0% of the outstanding notes.

Conditions. Additionally, we have revised the exchange offer and consent solicitation to reduce the minimum of aggregate principal amount of outstanding notes that need to be tendered and not withdrawn by holders prior to the expiration of the exchange from $60,087,500 to $50,600,000.

This prospectus supplement amends, modifies and supercedes certain information included in the original prospectus to reflect the change in minimum condition, a change in the conversion price and procedures, a change in the target price that triggers mandatory conversion, the addition of a covenant placing restrictions on the sale of and the placement of liens on Astrotech Space Operations, Inc., Astrotech Florida Holdings, Inc. and their respective assets, and the change to the expiration date. This prospectus supplement should be read in conjunction with the original prospectus.

The Exchange Notes

Conversion. The exchange notes are convertible into our common stock at a conversion price of $1.50 per share. The exchange notes will be automatically converted into shares of our common stock at a conversion price of $1.50 per share if the closing price of our common stock exceeds $1.95 per share for 20 consecutive trading days at any time prior to the maturity date of the exchange notes.

Covenants. The new indenture for the exchange notes will contain an additional covenant restricting our ability to sell or place liens upon Astrotech Space Operations, Inc., Astrotech Florida Holdings, Inc. and their respective assets.

See “Risk Factors” beginning on page 5 of the prospectus supplement for a discussion of certain risks that have been amended and that you should consider before participating in the exchange offer and consent solicitation.

If you have already tendered your outstanding notes pursuant to the exchange offer and consent solicitation and have not withdrawn such notes, you do not need to take any further action to participate in the exchange. If you wish to tender your outstanding notes, but have not yet done so, you should follow the instructions included in the letter of transmittal.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is October     , 2005

THE EXCHANGE OFFER AND CONSENT SOLICITATION

Amended Terms of the Exchange Offer and Consent Solicitation

The discussion set forth in the original prospectus regarding the terms of the exchange offer is hereby modified, amended and supplemented as follows:

Conditions

The exchange offer and consent solicitation is subject to various conditions, including that at least $50,600,000 in aggregate principal amount of outstanding notes be validly tendered and not withdrawn by the holders at the expiration date of the exchange offer.

Expiration Date; Extensions; Amendments

The term “expiration date” shall mean 5:00 p.m., New York City time, on November 16, 2005, unless we, in our sole discretion, extend the exchange offer and consent solicitation, in which case the term “expiration date” shall mean the latest date to which the exchange offer and consent solicitation is extended.

Procedures for Tendering

If you have already tendered your outstanding notes pursuant to the exchange offer and consent solicitation and have not withdrawn, and do not wish to withdraw, such notes, you do not need to take any further action to participate in the exchange. If you wish to tender your outstanding notes, but have not yet done so, you should follow the instructions included in the letter of transmittal, a new copy of which has been provided for convenience.

Withdrawal of Tenders

As a result of the extension of the exchange offer and consent solicitation, and except as otherwise provided in the prospectus or this prospectus supplement, tenders of outstanding notes may be withdrawn prior to 5:00 p.m., New York City time, on November 16, 2005.

DESCRIPTION OF THE EXCHANGE NOTES

Amended Terms of the Exchange Notes

The discussion set forth in the original prospectus regarding the terms of the exchange notes is hereby modified, amended and supplemented as follows:

Conversion Rights

Optional Conversion

Subject to the satisfaction of the conditions described under “Description of the Exchange Notes–Conversion Rights–Conversion Procedures” of the prospectus and subject to the conditions described under “Description of the Exchange Notes–Conversion Rights–General” of the prospectus, holders will be able to convert their exchange notes into our common stock at their option at a conversion price of $1.50 per share, which is equivalent to a conversion rate of approximately 667 shares for each $1,000 principal amount of exchange notes converted.

In addition to the other requirements for conversion, the exchange notes may only be converted at the option of the holders if the closing sale price of our common stock on the trading day immediately preceding the date of notice of conversion equals or exceeds $1.50, the conversion price of the exchange notes.

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Mandatory Conversion

We will automatically convert all of the exchange notes at the conversion price of $1.50, as such price may be adjusted as described in “Description of the Exchange Notes–Conversion Rights–Adjustments to Conversion Price” of the prospectus, at any time on or prior to maturity if the closing sale price of our common stock has exceeded $1.95, or 130% of the conversion price of $1.50, as such price may be adjusted, for at least 20 consecutive trading days.

Certain Covenants

Limitation on Disposition of Astrotech Assets

If we or any of our Subsidiaries engage in an Astrotech Sale, then we shall apply all of the Net Cash Proceeds therefrom within 90 days of such Astrotech Sale as follows:

(A) first, to repay or repurchase Senior Secured Indebtedness secured by the Property that was disposed in such Astrotech Sale, provided that the related loan commitment is thereby permanently reduced by such amount of Senior Secured Indebtedness repaid or repurchased,

(B) second, to repay or repurchase the Indebtedness under the Credit Agreement, provided that the related loan commitment is thereby permanently reduced by such amount of Indebtedness under the Credit Agreement repaid or repurchased by this covenant, and

(C) third, to redeem outstanding exchange notes in cash at the redemption price then in effect.

We and our Subsidiaries shall not engage in any Astrotech Sale unless (a) 100% of the consideration received in connection with such disposition consists of cash or Cash Equivalents and the assumption of Senior Secured Indebtedness of an Astrotech Subsidiary (provided that the amount of any Senior Secured Indebtedness of such Astrotech Subsidiary that is expressly assumed by a transferee in an Astrotech Sale is unconditionally released by the holder of such Senior Secured Indebtedness and shall be deemed to constitute repayment for the purposes of the preceding paragraph and shall also be deemed a permanent reduction in the amount of such Senior Secured Indebtedness).

Notwithstanding the foregoing, all Net Cash Proceeds from an Event of Loss (other than the proceeds of any business interruption insurance) shall be used within 365 days of receipt of such Net Cash Proceeds as follows:

(1) first, to repay or repurchase Senior Secured Indebtedness secured by the Property that was disposed in such Event of Loss, provided that the related loan commitment is thereby permanently reduced by such amount of Senior Secured Indebtedness repaid or repurchased by this covenant, and

(2) second, to make: (i) capital expenditures or (ii) investments in assets and property (other than notes, bonds, obligations and securities) which in the good faith reasonable judgment of our Board of Directors will immediately constitute or be a part of or useful in a Related Business immediately following such transaction, and

(3) third, to repay or repurchase the Indebtedness under the Credit Agreement, provided that the related loan commitment is thereby permanently reduced by such amount of Indebtedness under the Credit Agreement repaid or repurchased by this covenant, and

(4) fourth, to redeem exchange notes as described in clause (C) above.

This covenant will terminate when $1,000,000 aggregate principal amount or less of our 8% convertible subordinated notes due 2007 is outstanding.

This covenant may be amended and waived with the consent of a majority in principal amount of the outstanding exchange notes.

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Limitation of Liens on Astrotech Assets

Neither we nor any of our Subsidiaries will create, assume or permit to exist any Lien, except Permitted Liens, upon (a) any Capital Stock of an Astrotech Subsidiary held by us or any of our Subsidiaries or (b) any of the Property of the Astrotech Subsidiaries. The foregoing covenant shall not apply to any Lien securing Acquired Indebtedness, provided that any such Liens extend only to the Properties that were subject to such Lien prior to the related acquisition by us or our Subsidiaries and was not created, incurred or assumed in contemplation of such transaction.

This covenant will terminate when $1,000,000 aggregate principal amount or less of our 8% convertible subordinated notes due 2007 is outstanding.

This covenant may be amended and waived with the consent of a majority in principal amount of the outstanding exchange notes.

Certain Definitions

“Astrotech Subsidiaries” means Astrotech Space Operations, Inc., a Delaware corporation, and Astrotech Florida Holdings, Inc., a Florida corporation. Individually, each shall be an “Astrotech Subsidiary.”

“Astrotech Property” means any real property, including improvements and fixtures thereon, owned or leased by an Astrotech Subsidiary as of the Issue Date.

“Astrotech Sale” means any sale, issuance, assignment, conveyance, transfer, lease, sale-leaseback, dividend or other disposition to any person (including, without limitation, by way of merger or consolidation), directly or indirectly, in one or a series of related transactions, of (a) any Capital Stock of an Astrotech Subsidiary held by us or any of our Subsidiaries or (b) any Astrotech Property.

“Event of Loss” means, with respect to any property or asset, any (1) loss, destruction or damage of such property or asset or (2) any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property or asset, or confiscation or requisition of the use of such property or asset.

“Net Cash Proceeds” means, with respect to any Astrotech Sale, the proceeds thereof in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to us or Astrotech), net of (i) brokerage commissions and other fees and expenses (including fees and expenses of legal counsel and investment banks) related to such Astrotech Sale, (ii) provisions for all taxes payable as a result of such Astrotech Sale, and (iii) amounts required to be paid to any person (other than us or Astrotech) owning a beneficial interest in the Property subject to the Astrotech Sale.

“Permitted Lien” means, without duplication:

(A) Liens existing as of the Issue Date;

(B) Liens securing Refinancing Indebtedness incurred to refinance any Indebtedness that was previously so secured in a manner no more adverse to the holders of the exchange notes than the terms of the Liens securing such Indebtedness refinanced, and provided that the Indebtedness secured is not increased and the Lien is not extended to any additional assets or property that would not have been security for the Indebtedness refinanced;

(C) Liens imposed by governmental authorities for taxes, assessments or other charges not yet subject to penalty or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on our books in accordance with GAAP;

(D) Liens securing the performance of bids, trade contracts (other than borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

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(E) Liens securing Acquired Indebtedness existing at the time of the consummation of such acquisition provided, that such Liens extend only to the Property that was subject to such Lien prior to such acquisition and were not created, incurred or assumed in contemplation thereof;

(F) Liens in our favor; and

(G) Liens resulting from any judgment, decree, court order or award, to the extent not otherwise resulting in an event of default and any Liens that are required to perfect or enforce any rights in any administrative, arbitration or other court proceedings.

“Property” means, with respect to any person, any interest of such person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, Capital Stock in any other person.

“Related Business” means the business conducted (or proposed to be conducted) by us and our Subsidiaries as of the Issue Date and any and all businesses that in the good faith judgment of our Board of Directors are related businesses.

“Senior Secured Indebtedness” means our Indebtedness that is secured by a Lien that is not otherwise prohibited by the new indenture.

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RISK FACTORS

The following risk factor, appearing on page 25 of the prospectus under “–Risks Related to the Exchange Notes”, is hereby amended in its entirety to read as follows:

A single beneficial owner will own more than a majority of the exchange notes. The exchange notes controlled by this owner will be convertible into greater than approximately 49.1% of our common stock.

SMH Capital Advisors, Inc., is a registered investment advisor who currently has been given discretionary authority to sell, tender or exchange an aggregate principal amount of $40,366,000 of the outstanding notes by the beneficial owners of those outstanding notes. While SMH Capital Advisors’ ability to control the outstanding notes under its management is subject to certain limitations, including any specific directions of any beneficial owner relating to those outstanding notes or the transfer of such outstanding notes out of the account managed by SMH Capital Advisors, SMH Capital Advisors has previously expressed its intent to tender all outstanding notes under the prior terms of the exchange offer under its management at the time of the closing of the exchange offer. If all outstanding notes are tendered and validly accepted, then SMH Capital Advisors will control, on behalf of its clients, approximately 63.8% of the then outstanding exchange notes and, as such, would be able to control the outcome of matters submitted to the holders of exchange notes for approval that do not require the approval of all holders, including certain amendments to the terms of the notes or waivers of certain defaults.

Furthermore, if all of the exchange notes were converted into our common stock and all shares of our preferred stock were converted into our common stock at a conversion price of $1.50 per share, including those under management by SMH Capital Advisors, then SMH Capital Advisors would have the ability, on behalf of its clients and subject to certain limitations, to vote approximately 49.1% of our shares of common stock and, as such, would have the ability, to a significant extent, to affect the outcome of all matters required to be submitted to our shareholders for approval, including decisions relating to the election of directors and our ability to be acquired and other significant corporate transactions.

The following risk factor should be added under the heading “–Risks Related to the Exchange Notes”:

The indenture governing the exchange notes will contain a covenant restricting our ability to sell or place liens upon our Astrotech subsidiaries or their assets, which may adversely affect sources of capital available to us and our ability to meet our obligations.

The indenture governing the exchange notes will contain a covenant that requires us to apply the proceeds from the disposition of Astrotech Space Operations, Inc. and Astrotech Florida Holdings, Inc. or their respective assets prior to the repayment of the outstanding notes towards repayment of our senior secured indebtedness, our revolving credit facility and the exchange notes. In addition, we will be restricted in our ability to use these subsidiaries and any of their assets as collateral to secure any new indebtedness. We believe that the assets of these subsidiaries, particularly their real property assets, comprise a substantial part of the value of the assets that we own. If the exchange offer is completed and only the minimum aggregate principal amount of outstanding notes are tendered, then approximately $12,650,000 of the outstanding notes will remain outstanding and will be due and payable in October 2007. We cannot give any assurance that our cash flows will be adequate to repay those notes when they become due. A default on our repayment of any remaining outstanding notes would cause an event of default under the exchange notes. Because the restrictions in the new indenture will limit our ability to use our Astrotech subsidiaries and their assets as a source of liquidity, these restrictions could adversely affect our ability to meet our obligations, including our obligations with respect to any outstanding notes that are not tendered in the exchange offer.

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COMPANY INFORMATION

We filed our Annual Report on Form 10-K for the fiscal year ended June 30, 2005 on September 22, 2005, and an amendment to our Annual Report on October 5, 2005, and current reports on Form 8-K on September 30, 2005, October 5, 2005 and October 11, 2005. This information is incorporated by reference into the original prospectus. See “Where You Can Find More Information”. Our ratio of earnings to fixed charges, as described in “Ratio of Earnings to Fixed Charges” in the original prospectus, for the year ended June 30, 2005 was x1.81. On October 18, 2005, the last reported sale price of our common stock on The NASDAQ National Market was $0.98.

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WHERE YOU CAN FIND MORE INFORMATION

This prospectus supplement is part of a registration statement that we have filed with the SEC on July 21, 2005. You should read this prospectus supplement and the information incorporated by reference, including the exhibits to the registration statement.

We file annual, quarterly, and current reports; proxy statements; and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. Our filings are located in the EDGAR database on that website. You may also read and copy any document we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the SEC’s public reference room in Washington, D.C. by calling the SEC at 1-800-SEC-0330.

All of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to such reports as well as other filings we make pursuant to Section 13(a) and 15(d) of the Securities Exchange Act of 1934 are also available free of charge through our Internet website. The address of our Internet website is www.spacehab.com. Our SEC filings are available through our website as soon as reasonably practicable after they are electronically filed or furnished to the SEC. However, information on our website is not incorporated by reference.

We “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that was filed prior to the date of this prospectus that is updated or superceded by information contained in this prospectus is considered a part of this prospectus only as so updated or superceded. Information that we later file with the SEC will automatically update and supersede the information contained in this prospectus and the documents incorporated by reference. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we terminate this offering:

• Our Annual Report on Form 10-K for the fiscal year ended June 30, 2005, filed on September 22, 2005, as amended on October 5, 2005;

• Our Current Reports on Form 8-K filed on and September 30, 2005, October 5, 2005 and October 11, 2005 (to the extent these items were “filed” with the SEC and not “furnished”);

• Our Proxy Statement on Schedule 14A for our 2004 Annual Meeting filed on October 28, 2004; and

• The description of our common stock, no par value per share, contained in our Registration Statement on Form S-1 filed on October 5, 1995.

This prospectus incorporates important business and financial information about us that is not included in or delivered with this document. You may request a copy of this information at no cost by writing or telephoning us at the following address and telephone number: Attention: Investor Relations, SPACEHAB, Incorporated, 12130 State Highway 3, Building 1, Webster, Texas 77598, telephone: (713) 558-5000.

The exchange offer and consent solicitation is expected to expire at 5:00 p.m., New York City time, on November 16, 2005 and you must make your exchange decision by this expiration date. To obtain timely delivery of the requested information, you must request this information by November 7, 2005 or the date that is no later than five business days before the expiration date.

In making your decision regarding participation in the exchange offer and consent solicitation, you should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with any other information. We are not making an offer of these securities in places where offers and sales are not permitted. You should not assume that the information contained in this prospectus supplement is accurate as of any date other than the date on the front cover of this prospectus supplement, or that information incorporated by reference into this prospectus supplement is accurate as of any date other than the date such information was filed with the SEC. Our business, financial condition, results of operations, and prospects may have changed since that date.

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The Exchange Agent for the exchange offer and consent solicitation is:

Wachovia Bank, National Association

Customer Information Center

Corporate Trust Operations-NC1153

1525 West W.T. Harris Boulevard – 3C3

Charlotte, NC 28262-1153

Attention: Marsha Rice

Telephone: (704) 590-7413

Facsimile: (704) 590-7628

The Information Agent for the exchange offer and consent solicitation is:

CapitalBridge

111 River Street, 10^th Floor

Hoboken, NJ 07030

Attention: Aaron Dougherty

Telephone: (877) 746-3583 (toll-free)

(201) 499-3500

Facsimile: (201) 499-3600

The Co-Dealer Managers for the exchange offer and consent solicitation are:

Jefferies & Company, Inc. 520 Madison Avenue New York, New York 10022 Attn: Henry Hsu Telephone: (212) 284-1723 Facsimile: (212) 284-2114 and Sanders Morris Harris
600 Travis, Suite 3100
Houston, Texas 77002
Attn: William E. Page
Telephone: (713) 220-5143
Facsimile: (713) 250-4294

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

SPACEHAB, Incorporated is organized under the laws of the State of Washington. Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation Act provide that a corporation may indemnify an individual who is made a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if: (1) the individual conducted himself or herself in good faith; and (2) the individual reasonably believed: (i) in the case of conduct in his or her official capacity with the corporation, that the conduct was in the corporation’s best interest; and (ii) in all other cases, that the conduct was at least not opposed to the corporation’s best interests; and (iii) in the case of any criminal proceeding, the individual had no reasonable cause to believe that his or her conduct was unlawful. A corporation may not indemnify a director: (i) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (ii) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his or her official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by him or her. Indemnification is mandatory for an officer or director who was wholly successful, on the merits or otherwise, in the defense of any proceeding, or of any claim, issue or matter, against reasonable expenses incurred in connection with the proceeding. A Washington corporation may indemnify an officer, agent or employee to the same extent as a director.

SPACEHAB, Incorporated’s restated articles of incorporation provide that the corporation shall indemnify any person who is or was a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal by reason of the fact that he is or was a director or officer of the corporation. The board of directors of the corporation has discretion to provide the same indemnification as to directors and officers to any employee or agent of the corporation. The indemnification covers reasonable expenses, including counsel fees, judgments, decrees, fines, penalties and amounts paid in settlement, incurred in connection with the action, suit or proceeding, subject to the standard of conduct as set forth in the Washington Business Corporation Act as outlined above. No indemnification is allowed in respect to any claim, issue or matter as to which the person seeking indemnification has been adjudged liable for (i) negligence or misconduct in the performance of his duty to the corporation, unless and to the extent a court of competent jurisdiction determines that such person is entitled to indemnification, or (ii) violating any of the terms and provisions of Section 16 of Securities Exchange Act of 1934, as amended, or any rules and regulations promulgated thereunder. The indemnification provisions in the restated articles of incorporation are nonexclusive of any other rights to which the person seeking indemnification may be entitled under any law, bylaw, or agreement.

The articles of incorporation of SPACEHAB, Incorporated provide that the corporation may, and the bylaws of SPACEHAB, Incorporated provide that the corporation shall, indemnify any person made or threatened to be made a party to any proceeding, whether brought in the right of the corporation or otherwise, by reason of the fact that such person is or was an officer or director of the corporation, to the full extent permitted by the Washington Business Corporation Act. The corporation may purchase and maintain indemnification insurance for any person to the extent provided by applicable law.

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Item 21. Exhibits and Financial Statement Schedules.

Exhibit No.		Description
(1)		Underwriting Agreement*
(2)		Plan of acquisition*
(4)		Instruments Defining the Rights of Security Holders, including Indentures
	4.1	Amended and Restated Articles of Incorporation of the Registrant, as amended**
	4.2	Bylaws of the Registrant (incorporated by reference to the Registrant’s registration statement on Form S-1, File No. 33- 97812, and all amendments thereto, filed with the Securities and Exchange Commission on October 5, 1995)
	4.3	Designation of Rights, Terms and Preferences of Series B Senior Convertible Preferred Stock of the Registrant**
	4.4	Preferred Stock Purchase Agreement between the Registrant and DaimlerChrysler Aerospace AG dated as of August 2, 1999 (incorporated by reference to Exhibit 4.2 of the Registrant’s Report on Form 8-K filed with the Securities and Exchange Commission on August 19, 1999)
	4.5	Registration Rights Agreement between the Registrant and DaimlerChrysler Aerospace AG dated as of August 5, 1999 (incorporated by reference to Exhibit 4.3 of the Registrant’s Report on Form 8-K filed with the Securities and Exchange Commission on August 19, 1999)
	4.6	Indenture dated as of October 15, 1997 between the Registrant and First Union National Bank, as Trustee, relating to the Registrant’s 8% Convertible Subordinated Notes due 2007 (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-3 (Reg. No. 333-43221) filed with the Securities and Exchange Commission on December 24, 1997)
	4.7	Form of Indenture between the Registrant and Wachovia Bank, National Association, as Trustee, relating to the Registrant’s 5.5% Senior Convertible Notes due 2010**
(5)		Opinion Regarding Legality
	5.1	Opinion of Haynes and Boone, LLP**
(8)		Opinion Regarding Tax Matters
	8.1	Opinion of Haynes and Boone, LLP**
(10)		Material Contracts
	10.1	Amended and Restated Representation Agreement, dated August 15, 1995, by and between the Registrant and Mitsubishi Corporation**
	10.2	Amended and Restated Representation Agreement—Revision I, dated January 13, 2004, by and between the Registrant and Mitsubishi Corporation**

II-2

Exhibit No.		Description
	10.3	Letter Agreement dated August 15, 1995, by and between the Registrant and Mitsubishi Corporation (incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1 (Reg. No. 33-97812) filed with the Securities and Exchange Commission on October 5, 1995)
	10.4	SPACEHAB, Incorporated 1995 Directors’ Stock Option Plan as amended and restated effective October 21, 1997 (incorporated by reference to Exhibit B of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 12, 1997)
	10.5	Office Building Lease Agreement, dated October 6, 1993, between Astrotech and the Secretary of the Air Force (Lease number SPCVAN – 2-94-001) (incorporated by reference to Exhibit 10.52 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 1997 filed with the Securities and Exchange Commission on September 12, 1997)
	10.6	SPACEHAB, Incorporated 1994 Stock Incentive Plan as amended and restated effective October 14, 1999 (incorporated by reference to Exhibit 10.90 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 1999 filed with the Securities and Exchange Commission on September 17, 1999)
	10.7	Agreement, dated September 30, 2004, between the Registrant and Dr. Shelley A. Harrison**
	10.8	Lease for property at 300 D Street, SW, Suite #814, Washington, DC, dated as of December 16, 1998, by and between the Registrant and The Washington Design Center, LLC**
	10.9	Sublease Agreement, dated as of July, 2002, between the Registrant and The Boeing Company**
	10.10	SPACEHAB, Incorporated 1997 Employee Stock Purchase Plan (incorporated by reference to Exhibit C of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 12, 1997)
	10.11	Agreement between Astrotech Space Operations, Inc. and McDonnell Douglas Corporation, dated January 7, 2000 (incorporated by reference to Exhibit 10.103 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 filed with the Securities and Exchange Commission on May 12, 2000)
	10.12	Agreement between Astrotech Space Operations, Inc. and Lockheed Martin Commercial Launch Services, Inc., dated January 24, 2000 (incorporated by reference to Exhibit 10.104 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 filed with the Securities and Exchange Commission on May 12, 2000)
	10.13	Credit Agreement dated as of August 30, 2001 by and between Astrotech Florida Holdings, Inc. and SouthTrust Bank (incorporated by reference to Exhibit 10.114 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 filed with the Securities and Exchange Commission on November 8, 2001)
	10.14	Employment and Non-Interference Agreement, dated as of April 1, 2003, between the Registrant and Michael E. Kearney (incorporated by reference to Exhibit 10.119 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 filed with the Securities and Exchange Commission on May 14, 2003)

II-3

Exhibit No.		Description
	10.15	First Amendment to the Credit Agreement dated as of August 30, 2001 by and between Astrotech Florida Holdings, Inc. and SouthTrust Bank (incorporated by reference to Exhibit 10.122 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2003 filed with the Securities and Exchange Commission on February 13, 2004)
	10.16	Employment and Non-Interference Agreement, dated as of January 9, 2004, between the Registrant and Brian K. Harrington (incorporated by reference to Exhibit 10.123 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 filed with the Securities and Exchange Commission on May 12, 2004)
	10.17	50 Year Lease, dated as of February 1, 1991, between the Registrant and Canaveral Port Authority**
	10.18	Commercial Contract, dated as of March 3, 2005, between the Registrant and Tamir Silvers, LLC**
	10.19	Lease Agreement, dated as of February 18, 2005, between the Registrant and R & H Investments, a California partnership**
	10.20	Fixed Price Subcontract 889208 for Wideband Gapfiller Satellite Program Launch Site Payload Processing Facilities and Services, dated as of January 18, 2005, between Boeing Satellite Systems, Inc. and Astrotech Space Operations, Inc.**
	10.21	Purchase Order 3H03105, dated as of July 14, 2003, between the Registrant and The Boeing Company**
	10.22	Loan Agreement, dated as of February 11, 2005, between the Registrant and First American Bank, SSB (incorporated by reference to Exhibit 10.125 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2004 filed with the Securities and Exchange Commission on February 14, 2005)
	10.23	Letter Contract No. GF80726B11, dated as of February 18, 2004, between the Registrant and Lockheed Martin Corporation**
	10.24	ISS Program Integration and Control Contract, between SPACEHAB Government Services, Inc. and ARES Corporation**
	10.25	Contract No. SHI-SFS-03001 for Thermal Conditioning Service for Granada Crystallzation Facilities, dated as of December 18, 2003, between the Registrant and V.J.F. Russian Consulting, Ltd.**
	10.26	Consulting Agreement No. 2004-006-SHI-SFS, dated as of June 1, 2004, between the Registrant and V.J.F. Russian Consulting, Ltd.**
	10.27	Asset Purchase Agreement, dated as of December 19, 2000, between the Registrant and Astrium GmbH.**
	10.28	Amendment No. 1 to Asset Purchase Agreement, dated as of December 19, 2000, between the Registrant and Astrium GmbH, dated July 3, 2001**
	10.29	Lease Agreement, dated as of February 28, 2001, between the Registrant and Astrium GmbH**

II-4

Exhibit No.		Description
	10.30	Binding Term Sheet, dated as of December 19, 2001, between the Registrant and Astrium GmbH, amending the Lease Agreement, dated as of February 28, 2001, between the Registrant and Astrium GmbH**
	10.31	Lease Agreement, dated as of July 3, 2001, between the Registrant and Astrium GmbH**
	10.32	Agreement No. 48801 for Provision of Payload Processing Facilities and Support in Conjunction with Commercial Atlas Launches, between Astrotech Space Operations, Inc. and Lockheed Martin Commercial Launch Services, Inc.**
	10.33	Contract No. NNK04LA75C, dated as of July 2, 2004, between Astrotech Space Operations, Inc. and John F. Kennedy Space Center, NASA**
	10.34	Agreement and Statement of Work, dated as of April 25, 1996 and as amended by Amendment No. 3 as of December 6, 2002, between Astrotech Space Operations, Inc. and Sea Launch Company, L.L.C.**
	10.35	Employment and Non-Interference Agreement, dated as of May 12, 2005, between the Registrant and Michael E. Bain**
	10.36	Employment and Non-Interference Agreement, dated as of May 12, 2005, between the Registrant and E. Michael Chewning**
	10.37	Settlement Agreement and Mutual Release of All Claims, dated as of May 25, 2005, among the Registrant and Lloyd’s of London, Goshawk Syndicate No. 102, Euclidian Syndicate No. 1243, Ascot Underwriting Ltd. Syndicate No. 1414, and R.J. Kiln Syndicate No. 510**
	10.38	Sublease Agreement, dated as of May 14, 2004, between the Registrant and Paragon Personnel, Inc.**
	10.39	Lease No. SPCVAN-2-94-0001, between the Secretary of the Airforce and Astrotech Space Operations, L.P.**
	10.40	Strategic Collaboration Agreement, dated as of August 5, 1999, between the Registrant and DaimlerChrysler Aerospace AG**
	10.41	Guaranty Agreement, dated as of August 30, 2001, between the Registrant and Southtrust Bank**
	10.42	Guaranty Agreement, dated as of August 30, 2001, between Astrotech Space Operations, Inc. and Southtrust Bank**
	10.43	Stock Pledge and Security Agreement, dated as of August 30, 2001, between the Registrant and Southtrust Bank**
	10.44	Stock Pledge and Security Agreement, dated as of August 30, 2001, between Astrotech Space Operations, Inc. and Southtrust Bank**
	10.45	Assignment of CLIN 1 Rights, dated as of August 30, 2001, between Astrotech Space Operations, Inc. and Southtrust Bank**
	10.46	Termination Agreement, dated as of June 1, 2004, between the Registrant and Vladimir J. Fishel**

II-5

Exhibit No.		Description
	10.47	Memorandum of Understanding, dated as of June 8, 2005, between the Registrant and SMH Capital Advisors, Inc.**
	10.48	Space Media, Inc. Stock Option Plan**
(11)		Statement regarding computation of per share earnings*
(12)		Statement regarding computation of ratios
	12.1	Computation of ratio of earnings to fixed charges
(13)		Annual report to security holders, Form 10-Q and Form 10-QSB, or quarterly report to security holders*
(15)		Letter regarding unaudited interim financial information*
(16)		Letter regarding change in certifying accountant
	16.1	Letter from Ernst & Young LLP regarding change in certifying accountant, dated May 18, 2004 (incorporated by reference to Exhibit 16 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2004)
(23)		Consents of Experts and Counsel
	23.1	Consent of Haynes and Boone, LLP (included in Exhibits 5.1 and 8.1)**
	23.2	Consent of Grant Thornton LLP
	23.3	Consent of Ernst & Young LLP
(24)		Power of Attorney
	24.1	Powers of Attorney**
(25)		Statement of Eligibility of Trustee
	25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wachovia Bank, National Association, as Trustee**
(26)		Invitations for competitive bids*
(99)		Additional Exhibits
	99.1	Form of Letter of Transmittal
	99.2	Form of Notice of Guaranteed Delivery

* Inapplicable.

** Previously filed.

6

Item 22. Undertakings.

The undersigned registrant hereby undertakes:

(1)     To file, during any period during which offers or sales are being made, a post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

          (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)    That, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of this registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this registration statement when it became effective.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Houston, state of Texas, on October 20, 2005.

SPACEHAB, INCORPORATED
By:	/S/    MICHAEL E. KEARNEY
	Michael E. Kearney President and Chief Executive Officer and Director

II-8

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on October 20, 2005.

	/S/    MICHAEL E. KEARNEY         Michael E. Kearney	President and Chief Executive Officer and Director (Principal Executive Officer)
	/S/    BRIAN K. HARRINGTON*         Brian K. Harrington	Senior Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer)
	/S/    DR. SHELLEY A. HARRISON*         Dr. Shelley A. Harrison	Director, Chairman of the Board
	/S/    RICHARD S. BODMAN*         Richard S. Bodman	Director
	/S/    DR. EDWARD E. DAVID, JR.*         Dr. Edward E. David, Jr.	Director
	/S/    RICHARD M. FAIRBANKS*         Richard M. Fairbanks	Director
	/S/    JAMES R. THOMPSON*         James R. Thompson	Director
	/S/    ROSCOE MICHAEL MOORE, III*         Roscoe Michael Moore, III	Director
	/S/    THOMAS BOONE PICKENS, III*         Thomas Boone Pickens, III	Director
	/S/    BARRY A. WILLIAMSON*         Barry A. Williamson	Director
	/S/    DR. STEFAN-FRITZ GRAUL*         Dr. Stefan-Fritz Graul	Director
*By:	/S/    MICHAEL E. KEARNEY         Pursuant to a previously filed power of attorney	Director

II-9

Exhibit Index

Exhibit No.		Description
(1)		Underwriting Agreement*
(2)		Plan of acquisition*
(4)		Instruments Defining the Rights of Security Holders, including Indentures
	4.1	Amended and Restated Articles of Incorporation of the Registrant, as amended**
	4.2	Bylaws of the Registrant (incorporated by reference to the Registrant’s registration statement on Form S-1, File No. 33- 97812, and all amendments thereto, filed with the Securities and Exchange Commission on October 5, 1995)
	4.3	Designation of Rights, Terms and Preferences of Series B Senior Convertible Preferred Stock of the Registrant**
	4.4	Preferred Stock Purchase Agreement between the Registrant and DaimlerChrysler Aerospace AG dated as of August 2, 1999 (incorporated by reference to Exhibit 4.2 of the Registrant’s Report on Form 8-K filed with the Securities and Exchange Commission on August 19, 1999)
	4.5	Registration Rights Agreement between the Registrant and DaimlerChrysler Aerospace AG dated as of August 5, 1999 (incorporated by reference to Exhibit 4.3 of the Registrant’s Report on Form 8-K filed with the Securities and Exchange Commission on August 19, 1999)
	4.6	Indenture dated as of October 15, 1997 between the Registrant and First Union National Bank, as Trustee, relating to the Registrant’s 8% Convertible Subordinated Notes due 2007 (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-3 (Reg. No. 333-43221) filed with the Securities and Exchange Commission on December 24, 1997)
	4.7	Form of Indenture between the Registrant and Wachovia Bank, National Association, as Trustee, relating to the Registrant’s 5.5% Senior Convertible Notes due 2010**
(5)		Opinion Regarding Legality
	5.1	Opinion of Haynes and Boone, LLP**
(8)		Opinion Regarding Tax Matters
	8.1	Opinion of Haynes and Boone, LLP**
(10)		Material Contracts
	10.1	Amended and Restated Representation Agreement, dated August 15, 1995, by and between the Registrant and Mitsubishi Corporation**
	10.2	Amended and Restated Representation Agreement—Revision I, dated January 13, 2004, by and between the Registrant and Mitsubishi Corporation**

Exhibit No.		Description
	10.3	Letter Agreement dated August 15, 1995, by and between the Registrant and Mitsubishi Corporation (incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1 (Reg. No. 33-97812) filed with the Securities and Exchange Commission on October 5, 1995)
	10.4	SPACEHAB, Incorporated 1995 Directors’ Stock Option Plan as amended and restated effective October 21, 1997 (incorporated by reference to Exhibit B of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 12, 1997)
	10.5	Office Building Lease Agreement, dated October 6, 1993, between Astrotech and the Secretary of the Air Force (Lease number SPCVAN – 2-94-001) (incorporated by reference to Exhibit 10.52 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 1997 filed with the Securities and Exchange Commission on September 12, 1997)
	10.6	SPACEHAB, Incorporated 1994 Stock Incentive Plan as amended and restated effective October 14, 1999 (incorporated by reference to Exhibit 10.90 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 1999 filed with the Securities and Exchange Commission on September 17, 1999)
	10.7	Agreement, dated September 30, 2004, between the Registrant and Dr. Shelley A. Harrison**
	10.8	Lease for property at 300 D Street, SW, Suite #814, Washington, DC, dated as of December 16, 1998, by and between the Registrant and The Washington Design Center, LLC**
	10.9	Sublease Agreement, dated as of July, 2002, between the Registrant and The Boeing Company**
	10.10	SPACEHAB, Incorporated 1997 Employee Stock Purchase Plan (incorporated by reference to Exhibit C of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 12, 1997)
	10.11	Agreement between Astrotech Space Operations, Inc. and McDonnell Douglas Corporation, dated January 7, 2000 (incorporated by reference to Exhibit 10.103 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 filed with the Securities and Exchange Commission on May 12, 2000)
	10.12	Agreement between Astrotech Space Operations, Inc. and Lockheed Martin Commercial Launch Services, Inc., dated January 24, 2000 (incorporated by reference to Exhibit 10.104 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 filed with the Securities and Exchange Commission on May 12, 2000)
	10.13	Credit Agreement dated as of August 30, 2001 by and between Astrotech Florida Holdings, Inc. and SouthTrust Bank (incorporated by reference to Exhibit 10.114 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 filed with the Securities and Exchange Commission on November 8, 2001)
	10.14	Employment and Non-Interference Agreement, dated as of April 1, 2003, between the Registrant and Michael E. Kearney (incorporated by reference to Exhibit 10.119 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 filed with the Securities and Exchange Commission on May 14, 2003)

Exhibit No.		Description
	10.15	First Amendment to the Credit Agreement dated as of August 30, 2001 by and between Astrotech Florida Holdings, Inc. and SouthTrust Bank (incorporated by reference to Exhibit 10.122 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2003 filed with the Securities and Exchange Commission on February 13, 2004)
	10.16	Employment and Non-Interference Agreement, dated as of January 9, 2004, between the Registrant and Brian K. Harrington (incorporated by reference to Exhibit 10.123 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 filed with the Securities and Exchange Commission on May 12, 2004)
	10.17	50 Year Lease, dated as of February 1, 1991, between the Registrant and Canaveral Port Authority**
	10.18	Commercial Contract, dated as of March 3, 2005, between the Registrant and Tamir Silvers, LLC**
	10.19	Lease Agreement, dated as of February 18, 2005, between the Registrant and R & H Investments, a California partnership**
	10.20	Fixed Price Subcontract 889208 for Wideband Gapfiller Satellite Program Launch Site Payload Processing Facilities and Services, dated as of January 18, 2005, between Boeing Satellite Systems, Inc. and Astrotech Space Operations, Inc.**
	10.21	Purchase Order 3H03105, dated as of July 14, 2003, between the Registrant and The Boeing Company**
	10.22	Loan Agreement, dated as of February 11, 2005, between the Registrant and First American Bank, SSB (incorporated by reference to Exhibit 10.125 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2004 filed with the Securities and Exchange Commission on February 14, 2005)
	10.23	Letter Contract No. GF80726B11, dated as of February 18, 2004, between the Registrant and Lockheed Martin Corporation**
	10.24	ISS Program Integration and Control Contract, between SPACEHAB Government Services, Inc. and ARES Corporation**
	10.25	Contract No. SHI-SFS-03001 for Thermal Conditioning Service for Granada Crystallzation Facilities, dated as of December 18, 2003, between the Registrant and V.J.F. Russian Consulting, Ltd.**
	10.26	Consulting Agreement No. 2004-006-SHI-SFS, dated as of June 1, 2004, between the Registrant and V.J.F. Russian Consulting, Ltd.**
	10.27	Asset Purchase Agreement, dated as of December 19, 2000, between the Registrant and Astrium GmbH.**
	10.28	Amendment No. 1 to Asset Purchase Agreement, dated as of December 19, 2000, between the Registrant and Astrium GmbH, dated July 3, 2001**
	10.29	Lease Agreement, dated as of February 28, 2001, between the Registrant and Astrium GmbH**

Exhibit No.		Description
	10.30	Binding Term Sheet, dated as of December 19, 2001, between the Registrant and Astrium GmbH, amending the Lease Agreement, dated as of February 28, 2001, between the Registrant and Astrium GmbH**
	10.31	Lease Agreement, dated as of July 3, 2001, between the Registrant and Astrium GmbH**
	10.32	Agreement No. 48801 for Provision of Payload Processing Facilities and Support in Conjunction with Commercial Atlas Launches, between Astrotech Space Operations, Inc. and Lockheed Martin Commercial Launch Services, Inc.**
	10.33	Contract No. NNK04LA75C, dated as of July 2, 2004, between Astrotech Space Operations, Inc. and John F. Kennedy Space Center, NASA**
	10.34	Agreement and Statement of Work, dated as of April 25, 1996 and as amended by Amendment No. 3 as of December 6, 2002, between Astrotech Space Operations, Inc. and Sea Launch Company, L.L.C.**
	10.35	Employment and Non-Interference Agreement, dated as of May 12, 2005, between the Registrant and Michael E. Bain**
	10.36	Employment and Non-Interference Agreement, dated as of May 12, 2005, between the Registrant and E. Michael Chewning**
	10.37	Settlement Agreement and Mutual Release of All Claims, dated as of May 25, 2005, among the Registrant and Lloyd’s of London, Goshawk Syndicate No. 102, Euclidian Syndicate No. 1243, Ascot Underwriting Ltd. Syndicate No. 1414, and R.J. Kiln Syndicate No. 510**
	10.38	Sublease Agreement, dated as of May 14, 2004, between the Registrant and Paragon Personnel, Inc.**
	10.39	Lease No. SPCVAN-2-94-0001, between the Secretary of the Airforce and Astrotech Space Operations, L.P.**
	10.40	Strategic Collaboration Agreement, dated as of August 5, 1999, between the Registrant and DaimlerChrysler Aerospace AG**
	10.41	Guaranty Agreement, dated as of August 30, 2001, between the Registrant and Southtrust Bank**
	10.42	Guaranty Agreement, dated as of August 30, 2001, between Astrotech Space Operations, Inc. and Southtrust Bank**
	10.43	Stock Pledge and Security Agreement, dated as of August 30, 2001, between the Registrant and Southtrust Bank**
	10.44	Stock Pledge and Security Agreement, dated as of August 30, 2001, between Astrotech Space Operations, Inc. and Southtrust Bank**
	10.45	Assignment of CLIN 1 Rights, dated as of August 30, 2001, between Astrotech Space Operations, Inc. and Southtrust Bank**
	10.46	Termination Agreement, dated as of June 1, 2004, between the Registrant and Vladimir J. Fishel**

Exhibit No.		Description
	10.47	Memorandum of Understanding, dated as of June 8, 2005, between the Registrant and SMH Capital Advisors, Inc.**
	10.48	Space Media, Inc. Stock Option Plan**
(11)		Statement regarding computation of per share earnings*
(12)		Statement regarding computation of ratios
	12.1	Computation of ratio of earnings to fixed charges
(13)		Annual report to security holders, Form 10-Q and Form 10-QSB, or quarterly report to security holders*
(15)		Letter regarding unaudited interim financial information*
(16)		Letter regarding change in certifying accountant
	16.1	Letter from Ernst & Young LLP regarding change in certifying accountant, dated May 18, 2004 (incorporated by reference to Exhibit 16 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2004)
(23)		Consents of Experts and Counsel
	23.1	Consent of Haynes and Boone, LLP (included in Exhibits 5.1 and 8.1)**
	23.2	Consent of Grant Thornton LLP
	23.3	Consent of Ernst & Young LLP
(24)		Power of Attorney
	24.1	Powers of Attorney**
(25)		Statement of Eligibility of Trustee
	25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wachovia Bank, National Association, as Trustee**
(26)		Invitations for competitive bids*
(99)		Additional Exhibits
	99.1	Form of Letter of Transmittal
	99.2	Form of Notice of Guaranteed Delivery

* Inapplicable.

** Previously filed.

EX-12.1

Exhibit 12.1

SPACEHAB, INC.

Consolidated Financial Information

Ratio of Earnings to Fixed Charges

(In thousands, except ratio)

	Twelve Months Ended June 30,
	2000			2001			2002			2003			2004		2005
Earnings, as defined:
Income (loss) before income taxes	$	(5,606	)	$	(13,671	)	$	(4,417	)	$	(82,632	)	$	2,581	$	5,103
Fixed charges, as below		5,001			6,394			8,280			8,537			9,596		6,307
Amortization of capitalized interest		3,673			2,734			1,293			—			—		—
Interest capitalized		3,700			2,700			1,300			—			—		—
Total earnings as defined	$	(632	)	$	(7,243	)	$	3,856		$	(74,095	)	$	12,177	$	11,410
Fixed charges, as defined:
Interest expensed and capitalized	$	3,773		$	4,804		$	6,683		$	7,243		$	8,237	$	5,716
Amortization of debt placement costs		528			623			730			461			726		360
One third of rent expense		700			967			867			833			633		231
Total fixed charges, as defined	$	5,001		$	6,394		$	8,280		$	8,537		$	9,596	$	6,307
Ratio of earnings to fixed charges		—			—			—			—			1.27		1.81	x

(1) For the years ended June 30, 2000, 2001, 2002, and 2003, earnings were insufficient to cover fixed charges by $5,633, $13,637, $4,424, and $82,632, respectively. Accordingly, such rations have not been presented.

(2) The interest factor represents one-third of lease expense, which management believes is representative of the interest component of lease expense.

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated September 8, 2005, accompanying the consolidated financial statements and schedule included in the Annual Report of SPACEHAB, Incorporated on Form 10-K/A for the year ended June 30, 2005. We hereby consent to the incorporation by reference of said report in this Registration Statement and Prospectus. We consent to the use of the aforementioned report in the Registration Statement and Prospectus, and to the use of our name as it appears elsewhere in the Registration Statement and Prospectus.

/s/    GRANT THORNTON LLP

Houston, Texas

October 18, 2005

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in Post-Effective Amendment No. 1 to the Registration Statement (Form S-4 No. 333-126772) and related Prospectus of SPACEHAB, Incorporated for the exchange of its 5.5% Senior Convertible Notes due 2010, and to the incorporation by reference therein of our reports dated August 20, 2003 with respect to the consolidated financial statements and schedule of SPACEHAB, Incorporated included in its Annual Report (Form 10-K) for the year ended June 30, 2005, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

McLean, Virginia

October 17, 2005

EX-99.1

Letter of Transmittal and Consent

SPACEHAB, Incorporated

Offer to Exchange 5.5% Senior Convertible Notes due 2010

for

Any and All Outstanding 8% Convertible Subordinated Notes due 2007

($63,250,000 in principal amount outstanding)

and

Solicitation of Consents to Proposed Amendments to the

Indenture Governing the 8% Convertible Subordinated Notes due 2007

To:	Holders of SPACEHAB, Incorporated’s
	8% Convertible Subordinated Notes due 2007

Our records indicate that you are a holder of 8% Convertible Subordinated Notes due 2007 (“Outstanding Notes”) issued pursuant to an Indenture dated October 15, 1997 (“Indenture”) among SPACEHAB, Incorporated, a Washington corporation (“Company”) and Wachovia Bank, National Association (formerly, First Union National Bank) (“Exchange Agent”). This Letter of Transmittal (“Letter”) is being delivered to you with a copy of the prospectus supplement dated October 20, 2005 to the Company’s prospectus dated September 2, 2005 (collectively, the “Prospectus”). The Letter and Prospectus together constitute the Company’s offer to exchange (“Exchange Offer”), with the registered holders of the Outstanding Notes, up to $63,250,000 in aggregate principal amount of the Company’s 5.5% Senior Convertible Notes due 2010 (“Exchange Notes”) for a like principal amount of Outstanding Notes, and consent solicitation with respect to proposed amendments to the Indenture governing the Outstanding Notes (“Consent Solicitation”), pursuant to a registration statement of which the Prospectus and is a part.

Note to Beneficial Owners. Only a registered holder of Outstanding Notes may tender Outstanding Notes in the Exchange Offer and consent to the proposed amendments in the Consent Solicitation. Any beneficial owner whose Outstanding Notes are registered in the name of his broker, dealer, commercial bank, trust company or other nominee or are held in book-entry form and who wishes to tender should contact the registered holder promptly and instruct the registered holder to execute and deliver this Letter on his behalf. For information on how a beneficial owner who wishes to tender on his own behalf may do so, see the section of the Prospectus entitled “The Exchange Offer and Consent Solicitation—Procedures for Tendering.”

This Letter and the Prospectus should be read carefully before this Letter is completed. If you elect to exchange your Outstanding Notes for Exchange Notes pursuant to the Exchange Offer and consent to the proposed amendments pursuant to the Consent Solicitation, please complete, sign and return this Letter in accordance with the instructions on the following pages. Holders who tender their Outstanding Notes will be deemed to consent to the proposed amendments to the Indenture governing such Outstanding Notes.

The Exchange Offer and Consent Solicitation will expire at 5:00 p.m., New York City time, on November 16, 2005 unless extended (the “Expiration Date”). You may withdraw your tender and consent at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

Item 1. Description of Outstanding Notes. (Instruction 6)

Name(s) and Address(es) of Registered Holders:	Outstanding Note Certificate Numbers	Aggregate Principal Amount Represented by Certificates	Principal Amounted Tendered
	Total:

Item 2. Means of Tendering Outstanding Notes. (Instructions 1 through 4)

Check here if tendered Outstanding Notes held in certificated form are enclosed with this Letter.

Check here if tendered Outstanding Notes are being delivered by book-entry transfer made to the
account maintained by the Exchange Agent with DTC and complete the following:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

Check here and enclose a photocopy of the notice of guaranteed delivery if tendered Outstanding
Notes are being delivered pursuant to a notice of guaranteed delivery previously sent to the Exchange
Agent and complete the following:

Name(s) of Registered Holder(s):

Date of Execution of Notice of Guaranteed Delivery:

Window Ticket Number (if available):

Name of Institution which Guaranteed Delivery:

Name of Tendering Institution (if delivered by book-entry transfer):

Account Number (if delivered by book-entry transfer):

Transaction Code Number (if delivered by book-entry transfer):

Item 3. Taxpayer Identification Number. (Instruction 9)

Please read the certification below. This certification enables the Company to certify your TIN in order to avoid backup
withholding on your account. Please provide your TIN on the line below and certify by signing and dating below.

__ __ __ –__ __ –__ __ __ __	OR	__ __ – __ __ __ __ __ __ __
Social Security Number		Employer Identification Number

W-9 Certification. Under penalties of perjury, I certify that: (1) the number shown on this form is my
correct Taxpayer Identification Number or I am waiting for a number to be issued to me, and (2) I am
not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not
been notified by the IRS that I am subject to backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding,
and (3) I am a U.S. person (including a U.S. resident alien).

Certification Instructions. You must cross out Certification (2) above if you have been notified by the IRS that you currently are subject to backup withholding because you have failed to report all interest and dividends on your tax return.

(Signature) Date

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Item 4. Signature. (Instruction 10)

This form must be signed by the registered holders of the Outstanding Notes as their names appear on the certificate for the Outstanding Notes or on a DTC security position listing.

(Signatures of Holders)	Date
(Signatures of Holders)	Date
Area Code and Telephone Number:
Representative Information:
Name:
Capacity (Full Title):
Address (Including Zip Code):
Signature Guarantee
Signatures Guaranteed by an Eligible Institution
(Authorized Signature)	Date
Title:
Name of Firm:
Address:
Area Code and Telephone Number:

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Item 5. Lost Notes. (Instruction 11)

Mark this box if the certificated Outstanding Note has been mutilated, lost, stolen or destroyed.

By signing this Item 5, the undersigned certifies that the undersigned is the lawful owner of the Outstanding Note described in Item 1 of this form, the undersigned has made a diligent search for the Outstanding Note, and the undersigned has been unable to find it. The undersigned hereby agrees (for the undersigned, the undersigned’s heirs, assigns and personal representatives), in consideration of the issuance of Exchange Notes in exchange for the Outstanding Notes, to completely indemnify, protect and hold harmless SPACEHAB, Incorporated and Wachovia Bank, National Association, and their respective affiliates from and against all losses, costs and damages which they may be subject to, or liable for, with respect to the cancellation of the Outstanding Notes in exchange for Exchange Notes. The undersigned agrees to surrender the Outstanding Note to SPACEHAB, Incorporated for cancellation if the undersigned finds it at any time.

(Lender Signature) Date

By:

Name:

Title:

Item 6. Soliciting Broker Fees. (Instruction 12)

Mark this box if the Outstanding Notes are being tendered by a Qualified Owner and a Soliciting Broker solicited and obtained the tender of the Outstanding Notes being tendered.

Please provide the following information regarding the Soliciting Dealer that solicited and obtained this tender:

Name of Firm Name of Individual Broker

Address, City, State Zip Code

If the Outstanding Notes specified in this Letter are held by the registered holder identified in Item 1 as a custodian or other nominee, specify below each beneficial owner of such Outstanding Notes whose tender you have solicited.

Name of Beneficial Owner Principal Amount of Outstanding Notes (Must be less than or equal to $500,000 per beneficial owner)

Issue the check for the Soliciting Broker fee to:

Name of Firm Attention:

Address, City, State Zip Code

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer and Consent Solicitation

1. Outstanding Notes Held in Book-Entry Form. The Outstanding Notes were issued as global securities and were deposited with Wachovia Bank, National Association (formerly, First Union National Bank) who holds the Outstanding Notes as the custodian for The Depository Trust Company (“DTC”). Beneficial interests in the Outstanding Notes are held by participants in DTC on behalf of the beneficial owners of the Outstanding Notes. Beneficial interests in Outstanding Notes held by participants in DTC are referred to as notes held in book-entry form. Beneficial interests in Outstanding Notes held in book-entry form are shown on, and transfers of such notes can be made only through, records maintained in book-entry form by DTC and its participants. Participants in DTC may make book-entry delivery of Outstanding Notes by causing DTC to transfer the Outstanding Notes into the account of the Exchange Agent for the Outstanding Notes using DTC’s procedures for transfer. See the section of the Prospectus entitled “The Exchange Offer and Consent Solicitation—Procedures for Tendering—Outstanding Notes Held in Book-Entry Form” for additional information.

2. Tendering Pursuant to ATOP. DTC participants may, instead of physically completing and signing this Letter and delivering it to the Exchange Agent, electronically transmit their acceptance of the Exchange Offer and Consent Solicitation by causing DTC to transfer Outstanding Notes held in book-entry form to the Exchange Agent in accordance with DTC’s Automated Tender Offer Program (“ATOP”) procedures for transfer. DTC will then send a confirmation of book-entry transfer of the Outstanding Notes into the Exchange Agent’s account (“book-entry conformation”), including an agent’s message. An “agent’s message” means a message transmitted by DTC, received by the Exchange Agent and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering Outstanding Notes that are the subject of that book-entry confirmation that the participant has received and agrees to be bound by the terms of this Letter, and that the Company may enforce this Letter against such participant. If you use ATOP procedures to tender Outstanding Notes, you will not be required to deliver this Letter to the Exchange Agent, but you will be bound by its terms just as if you had signed it. See the section of the Prospectus entitled “The Exchange Offer and Consent Solicitation—Procedures for Tendering—Outstanding Notes Held in Book-Entry Form” for additional information.

3. Delivery of this Letter and the Outstanding Notes. In order to tender your Outstanding Notes pursuant to the Exchange Offer and consent to the proposed amendments pursuant to the Consent Solicitation, you must comply with DTC’s ATOP procedures described in Instruction 2 or complete Items 1, 2, 3 and 5, and, to the extent applicable, Items 4 and 6 of this Letter and return this Letter to the Exchange Agent. In addition to returning a completed and executed copy of this Letter to the Exchange Agent at the address set forth in Instruction 14, you must either (1) cause the certificates representing the Outstanding Notes being tendered (unless the Outstanding Notes are held in certificated form and Item 5 is completed) to be transmitted with the completed copy of this Letter to the Exchange Agent at the address set forth in Instruction 14, or (2) you must cause Outstanding Notes held in book-entry form to be transferred into the account of the Exchange Agent as described in Instruction 1. See the section of the Prospectus entitled “The Exchange Offer and Consent Solicitation—Procedures for Tendering” for additional information. You are solely responsible for ensuring that each of the items described in this paragraph are properly completed and tendered to the Exchange Agent prior to the Expiration Date.

4. Expiration Date and Guaranteed Delivery Procedures. Certificates for all physically tendered Outstanding Notes or a book-entry confirmation, and a properly completed and duly executed Letter or an agent’s message must be received by the Exchange Agent at the address set forth in Instruction 14 on or prior to the Expiration Date. If you are unable to deliver Outstanding Notes, this Letter or any other documents required by this Letter in accordance with the procedures described in Instructions 1 through 3 to the Exchange Agent on or prior to the Expiration Date, you must tender your Outstanding Notes according to the guaranteed delivery procedures set forth in the section of the Prospectus entitled “The Exchange Offer and Consent Solicitation— Guaranteed Delivery Procedures.” Pursuant to these procedures, the Exchange Agent must receive a notice of

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guaranteed delivery prior to 5:00 p.m., New York City time, on the Expiration Date. A notice of guaranteed delivery may be made using DTC’s ATOP guaranteed delivery procedures, or by causing a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934 (“Eligible Institution”) to properly complete and duly execute a notice of guaranteed delivery.

5. Representations and Warranties of Tendering Holders. By executing this Letter, you represent, warrant and acknowledge the following:

• You have received and reviewed the Prospectus, the prospectus supplements, and this Letter.

• You have full power and authority to, and, subject to your right to withdraw your tender and consent prior to the Expiration Date, hereby irrevocably, tender, exchange, sell, assign and transfer to the Company all right, title and interest in and to the Outstanding Notes, and all claims in respect of or arising or having arisen as a result of your status as a holder of the Outstanding Notes tendered hereby. You have full power and authority to acquire the Exchange Notes issuable upon the exchange of such tendered Outstanding Notes and to consent pursuant to the Consent Solicitation to the proposed amendments to the Indenture governing the Outstanding Notes. Subject to your right to withdraw your tender and consent prior to the Expiration Date, you hereby irrevocably consent pursuant to the Consent Solicitation to the proposed amendments to the Indenture governing the Outstanding Notes described in the section of the Prospectus entitled “The Exchange Offer and Consent Solicitation—Proposed Amendments to Indenture for the Outstanding Notes.” By tendering the Outstanding Notes, you are waiving any and all rights with respect to the Outstanding Notes, except for any rights that you may have now or in the future under the federal securities laws.

• When the tendered Outstanding Notes are accepted by the Company, the Company will acquire good, marketable and unencumbered title to the Outstanding Notes. The Outstanding Notes being tendered were owned as of the date of tender, and when the tendered Outstanding Notes are accepted by the Company the Company will acquire the Outstanding Notes, free and clear of all liens, restrictions, charges, interests, encumbrances and restrictions of any kind, and not subject to any adverse claims, proxies or rights. You will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or by the Company to be necessary or desirable to complete the exchange, sale, assignment and transfer of the Outstanding Notes and to perfect the consent to the proposed amendments to the Indenture governing the Outstanding Notes.

• You release and discharge the Company and the trustee under the Indenture governing the Outstanding Notes from any and all claims you may have, now or in the future, arising out of or related to the Outstanding Notes, including, without limitation, any claims that you are entitled to receive additional principal or interest payments with respect to the Outstanding Notes or to participate in any redemption of the Outstanding Notes, but excluding any such claims under the federal securities laws.

• The Company’s acceptance of properly tendered Outstanding Notes pursuant to the procedures described in the section of the Prospectus entitled “The Exchange Offer and Consent Solicitation—Procedures for Tendering” and in the instructions to this Letter will constitute a binding agreement between you and the Company upon the terms and subject to the conditions of the Exchange Offer and Consent Solicitation, including the conditions described in the section of the Prospectus entitled “The Exchange Offer and Consent Solicitation—Conditions.”

• All authority conferred or agreed to be conferred by this Letter shall survive your death or incapacity and your obligations under this Letter shall be binding upon your heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives.

6. Description of Outstanding Notes. List the name and address of the DTC participant holding an interest in the Outstanding Notes being tendered exactly as shown in the DTC security position listing, or the registered

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holder of the Outstanding Notes being tendered exactly as they appear on the Outstanding Notes in Item 1. If the Outstanding Notes are not held in book-entry form, please provide the certificate number of the Outstanding Notes being tendered. In addition, please provide the aggregate principal amount of all Outstanding Notes represented by the certificates being tendered, or in the case of notes held in book-entry form, the amount credited to your account as a DTC participant. If you are not tendering all of the Outstanding Notes held by you, please indicate, in $1,000 increments, the principal amount being tendered. A reissued certificate representing the balance of nontendered Outstanding Notes will be sent to the tendering holder promptly after the Expiration Date. If you do not complete the column labeled “Principal Amount Tendered” you will be deemed to have tendered the entire aggregate principal amount represented by the column labeled “Aggregate Principal Amount Represented by Certificates.” If the space provided in Item 1 is inadequate, list the certificate numbers and principal amount of Outstanding Notes being tendered on a separate signed schedule attached to this Letter. By executing this Letter, upon the terms and subject to the conditions of the Exchange Offer and Consent Solicitation, you hereby tender to the Company the Outstanding Notes described in Item 1. Subject to, and effective upon, the acceptance for exchange of the Outstanding Notes tendered hereby, you hereby sell, assign and transfer to, or upon the order of, the Company all right, title and interest in and to the Outstanding Notes that are being tendered hereby.

7. Withdrawal of Tenders. Outstanding Notes tendered in the Exchange Offer and Consent Solicitation may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date in accordance with the procedures set forth in the section of the Prospectus entitled “The Exchange Offer and Consent Solicitation—Withdrawal of Tenders.”

8. Delivery of Exchange Notes. The Exchange Notes and any substitute certificates representing Outstanding Notes not being exchanged in the Exchange Offer will be issued in the name of the undersigned and sent to the address indicated in Item 1 or, in the case of book-entry delivery of Outstanding Notes, will be credited to the account maintained at DTC indicated in Item 2. Please contact the Exchange Agent at the address set forth in Instruction 14 if you want to have the Exchange Notes and any substitute certificates representing Outstanding Notes not being exchanged in the Exchange Offer issued in the name of a different person, sent to a different address or credited to a different account maintained at DTC.

9. Taxpayer Identification Number. To prevent backup withholding on payments made to you, you are required to provide the Company with your correct taxpayer identification number (“TIN”) or otherwise establish a basis for an exemption from backup withholding. If you fail to provide your TIN or otherwise establish a basis for exemption from backup withholding, you may be subject to a $50 penalty, as well as other penalties, imposed by the IRS, and to backup withholding at a rate of 28% on any payments made to you by the Company. If you do not have a TIN and certify in Item 3 that you are awaiting a TIN, you must provide a TIN to the Company within 60 days in order to avoid becoming subject to backup withholding. If you are a foreign individual and need a From W-8 to attest to your exempt status or otherwise have any questions regarding completing Item 4, contact the Exchange Agent at the address indicated in Instruction 14.

10. Signatures and Signature Guarantees. This form must be signed by the DTC participant holding an interest in the Outstanding Notes being tendered exactly as shown on a DTC security position listing or the registered holders of the Outstanding Notes exactly as their names appear on the certificate for the Outstanding Notes, without any change whatsoever. If any tendered Outstanding Notes are owned of record by two or more joint owners, all of such owners must sign this Letter. If this Letter is being executed by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please set forth the name, full title and address of such representative, and submit with this Letter proper evidence of their authority to act satisfactory to the Company. A signature guarantee by an Eligible Institution is only required if this Letter is signed by a person other than the registered holder of the Outstanding Notes being tendered or you request special registration or delivery instructions as described in the last sentence of Instruction 8. If this Letter is signed by a person other than the registered holder of any certificates specified in this Letter, such certificates must be endorsed or accompanied by appropriate bond powers and a consent proxy, in each case

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signed exactly as the name or names of the registered holders appear on the certificates and signatures on such certificates and proxies must be guaranteed by an Eligible Institution. Please contact the Exchange Agent at the address set forth in Instruction 14 to determine what endorsements and documents must being transmitted with this Letter.

11. Lost Notes. If you cannot locate your Outstanding Note, read Item 5 and mark the box in Item 5. If your Outstanding Note has been mutilated, lost, stolen or destroyed, contact the Exchange Agent at the address indicated in Instruction 15 for further instructions.

12. Soliciting Dealer Fees. Promptly after the Expiration Date, the Company will pay each Soliciting Broker a fee equal to 1.5% of the aggregate principal amount of any Outstanding Notes validly tendered by any Qualified Owner and accepted by the Company in the Exchange Offer in accordance with the procedures set forth in the section of the Prospectus entitled “The Exchange Offer and Consent Solicitation—Soliciting Dealer Fees.” A “Qualifying Owner” is a beneficial owner, other than a Soliciting Broker, of Outstanding Notes who validly tenders $500,000 or less in aggregate principal amount of Outstanding Notes in the Exchange Offer. A “Soliciting Broker” is (1) a broker or dealer in securities, including a dealer manager in its capacity as a dealer or broker, that is a member of any national securities exchange or of the National Association of Securities Dealers, Inc. (“NASD”), (2) a foreign broker or dealer not eligible for membership in the NASD that agrees to conform to the NASD’s Rules of Fair Practice in soliciting tenders outside the U.S. to the same extent as though it were an NASD member or (3) a bank or trust company legally authorized to receive such fees. In order to receive the soliciting broker fee, the Soliciting Broker must be identified as the Soliciting Broker in Item 6 of the Letter. If tendered Outstanding Notes are registered in the name of such Soliciting Broker, no soliciting broker fee shall be payable unless such Outstanding Notes are held by such Soliciting Broker as a custodian or other nominee and such Outstanding Notes are being tendered for the benefit of one or more beneficial owners identified in Item 6. The acceptance of a soliciting broker fee by a Soliciting Broker will constitute a representation by such Soliciting Broker that:

• it has complied with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder, in connection with such solicitation;

• it is entitled to such compensation for such solicitation under the terms and conditions of the Exchange Offer and Consent Solicitation;

• in soliciting a tender, it has used no solicitation materials other than those furnished by the Company;

• it is not required for any reason to transfer the amount of such soliciting broker fee to a Qualified Owner;

• the tendered Outstanding Notes are not being tendered for its own account

• if it is a foreign broker or dealer not eligible for membership in NASD, it has agreed to conform to the NASD’s Rules of Fair Practice in making solicitations.

13. Power of Attorney. By executing this Letter, you hereby irrevocably constitute and appoint the Exchange Agent as your true and lawful agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as agent of the Company) with respect to the tendered Outstanding Notes with full power of substitution, resubstitution and revocation to (1) deliver certificates for such Outstanding Notes, or transfer ownership of such Outstanding Notes on the account books maintained by DTC, to the Company and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, (2) present such Outstanding Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Outstanding Notes, and (3) deliver this Letter as evidence of your consent to the proposed amendments to the Indenture governing the Outstanding Notes, all in accordance with the terms of the Exchange Offer and Consent Solicitation. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest.

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14. Address for Sending Letter and Outstanding Notes. If you are required pursuant to Instruction 3 to deliver certificates for Outstanding Notes and/or a completed and executed copy of this Letter, send them to Wachovia Bank, National Association via mail (first class, registered or certified), overnight courier or hand delivery to the address set forth below*:

Wachovia Bank, National Association

Customer Information Center

Corporate Trust Operations-NC1153

1525 West W.T. Harris Boulevard –3C3

Charlotte, NC 28262-1153

Attention: Marsha Rice

Phone: (704) 590-7413

Facsimile: (704) 590-7628

* Note: Delivery of this Letter, the Outstanding Notes and all other required documents is at the option and sole risk of the tendering holders. Delivery will be deemed made only when actually received by the Exchange Agent. Neither the Company nor Wachovia Bank, National Association assumes the risk of loss of any Outstanding Notes sent by mail or overnight courier. The Company suggests that you send your Outstanding Notes to Wachovia Bank, National Association by registered or certified mail. Delivery of Outstanding Notes or this Letter to any address other than as set forth above will not constitute a valid delivery. Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

15. Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering Outstanding Notes and requests for assistance or additional copies of the Prospectus and this Letter may be directed to the Information Agent at the address and telephone number set forth below:

CapitalBridge

111 River Street, 10th Floor

Hoboken, NJ 07030

Attention: Aaron Dougherty

Telephone: (877) 746-3583 (toll-free)

(201) 499-3500

Facsimile: (201) 499-3600

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EX-99.2

Notice of Guaranteed Delivery for SPACEHAB, Incorporated

This form or one substantially equivalent hereto must be used to accept the exchange offer and consent solicitation of SPACEHAB, Incorporated, a Washington corporation (“Company”), made pursuant to the Prospectus dated September 2, 2005 and the prospectus supplement thereto dated October 20, 2005 (collectively, the “Prospectus”) and the related letter of transmittal and consent (“Letter of Transmittal”) if certificates for the Company’s outstanding 8% Convertible Subordinated Notes due 2007 (“Outstanding Notes”) are not immediately available, the procedures for book-entry transfer cannot be completed on or prior to 5:00 p.m., New York City time, on November 16, 2005, unless extended (“Expiration Date”), the Letter of Transmittal or any other required documents cannot be delivered to Wachovia Bank, National Association (“Exchange Agent”) on or prior to the Expiration Date, or a tender using the Automated Tender Offer Program procedures of The Depository Trust Company (“DTC”) cannot be completed on or prior to the Expiration Date. This form may be transmitted by facsimile transmission, mail or hand delivery to the Exchange Agent at the following address:

Wachovia Bank, National Association

Customer Information Center

Corporate Trust Operations-NC1153

1525 West W.T. Harris Boulevard –3C3

Charlotte, NC 28262-1153

Attention: Marsha Rice

Facsimile: (704) 590-7628

Delivery of this notice to any address other than as set forth above, or transmission of this notice via facsimile to a number other than as set forth above, will not constitute a valid delivery.

This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an eligible institution under the instructions thereto, the signature guarantee must appear in the applicable space provided in the signature box in the Letter of Transmittal.

Ladies and Gentlemen:

Upon the terms and conditions set forth in the Prospectus and the Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Outstanding Notes set forth below, pursuant to the guaranteed delivery procedures described in the section of the Prospectus entitled “The Exchange Offer—Guaranteed Delivery Procedures.”

Principal Amount of Outstanding Notes Tendered:	If Outstanding Notes will be tendered by a DTC participant by book-entry transfer, provide account number.
$	Account Number:
Certificate Nos. (if available):
Total Principal Amount Represented by Certificates or to be tendered by book-entry transfer:
All authority conferred or agreed to be conferred by this notice shall survive the death or incapacity of the undersigned and the undersigned’s obligations under this notice shall be binding upon the undersigned’s heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives.
(Signatures of Holders)	Date
(Signatures of Holders)	Date
This notice must be signed by the DTC participant holding an interest in the Outstanding Notes being tendered exactly as shown on a DTC security position listing or the registered holders of the Outstanding Notes exactly as the names appear on the certificate for the Outstanding Notes, without any change whatsoever. If this Letter is being executed by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth the full title of such representative, and submit with this notice proper evidence of their authority to act satisfactory to the Company.
Name:
Capacity (Full Title):
Address (Including Zip Code):
Area Code and Telephone Number:
Account Number:

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GUARANTEE

(Not to be used for signature guarantees)

The undersigned, a financial institution that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program, hereby guarantees that the undersigned will deliver to the Exchange Agent the certificates representing the Outstanding Notes being tendered hereby in proper form for transfer or confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at DTC pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case, together with a properly completed and duly executed Letter of Transmittal or an agent’s message in lieu thereof, and any other documents required by the Letter of Transmittal within three business days after the Expiration Date.

Name of Firm:

Address:

Area Code and Telephone Number:

Authorized Signature

Name (Please Type or Print)

Title

Date

Note: Do not send certificates for Outstanding Notes with this form. Certificates for Outstanding Notes should be sent only with a copy of the Letter of Transmittal.

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