UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 12B-25
SEC  FILE  NUMBER
000-28947
CUSIP  NUMBER
846241  10  7
                           NOTIFICATION OF LATE FILING
(Check  One):

[  X  ]Form  10-K[    ]Form  20-F[    ]Form  11-K[    ]Form  10-Q
[    ]Form  N-SAR

For  Period  Ended:  December  31,  2003
                     -------------------

[  ]  Transition  Report  on  Form  10-K
[  ]  Transition  Report  on  Form  20-F
[  ]  Transition  Report  on  Form  11-K
[  ]  Transition  Report  on  Form  10-Q
[  ]  Transition  Report  on  Form  N-SAR
For  the  Transition  Period  Ended:  N/A
                                      ---
Read Instruction (on back page) Before Preparing Form. Please Print or Type.

NOTHING  IN  THIS  FORM  SHALL  BE  CONSTRUED  TO  IMPLY THAT THE COMMISSION HAS
VERIFIED  ANY  INFORMATION  CONTAINED  HERIN.

If  the  notification relates to a portion of the filing checked above, identify
the  Item(s)  to  which  the  notification  relates:
--------------------------------------------------------------------------------

PART  I  --  REGISTRANT  INFORMATION

SpaceDev, Inc.
---------------
Full  Name  of  Registrant

N/A
----
Former  Name  if  Applicable

13855  Stowe Drive
-------------------
Address  of  Principal  Executive  Office  (Street  and  Number)

Poway,  CA   92064
------------------
City,  State  and  Zip  Code

PART  II  --  RULES  12B-25(B)  AND  (C)
If  the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be  completed.  (Check  box  if  appropriate)

     |    (a)  The reasons  described in  reasonable  detail in Part III of this
     |         form  could  not be  eliminated  without  unreasonable  effort or
     |         expense;
     |
     |    (b)  The subject annual report,  semi-annual report, transition report
     |         on Form 10-K,  Form  20-F,  Form 11-K or Form  N-SAR,  or portion
[X]  |         thereof  will  be  filed  on or  before  the  15th  calendar  day
     |         following  the  prescribed  due date;  or the  subject  quarterly
     |         report or transition report on Form 10-Q, or portion thereof will
     |         be filed on or  before  the  fifth  calendar  day  following  the
     |         prescribed  due  date;  and
     |
     |    (c)  The  accountant's  statement  or other  exhibit  required by Rule
     |         12b-25(c)  has  been  attached  if  applicable.

PART  III  --  NARRATIVE

The  Registrant's  Annual  Report on Form 10-KSB for the year ended December 31,
2003,  could  not  be  filed  within  the prescribed time period because certain
financial and other information necessary for an accurate and full completion of
the  Registrant's  Annual Report on Form 10-KSB could not be provided within the
prescribed  time  period  without  unreasonable  effort  or  expense.



PART  IV--  OTHER  INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification

                    Richard B. Slansky     (858)     375-2030
                    ------------------     -----     --------
                  (Name)     (Area Code)     (Telephone Number)

(2)  Have  all other periodic reports reports required under Section 13 or 15(d)
of  the  Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act  of 1940 during the preceeding 12 months or for such shorter period that the
registrant  was  required  to  file  such report(s) been filed? If answer is no,
identify  report(s)
[ X ]Yes  [    ]No

(3)  Is it anticipated that any significant change in results of operations from
the  corresponding  period  for  the  last  fiscal year will be reflected by the
earnings  statements  to be included in the subject report or portion thereof?
[    ]Yes  [ X ]No

If  so,  attach  an  explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of  the  results  cannot  be  made.

                                 SpaceDev, Inc.
                                 --------------
                  (Name of Registrant as Specified in Charter)
has  caused  this  notification  to  be  signed on its behalf by the undersigned
hereunto  duly  authorized.

Date:  March  29,  2004   By:  Richard  B.  Slansky
       ----------------   ----------------------

INSTRUCTION: The form may be signed by an executive officer of the registrant of
by  any  other  duly authorized representative. The name and title of the person
signing  the  form  shall  be  typed  or  printed  beneath the signature. If the
statement  is signed on behalf of the registrant by an authorized representative
(orther  than  an executive officer), evidence of the representative's authority
to  sign  on  behalf  of  the  registrant  shall  be  filed  with  the  form.

                                    ATTENTION
INTERNATIONAL  MISSTATEMENTS  OR  OMISSIONS  OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS  (SEE  18  U.S.C.  1001).