SPACEDEV, INC.
                             a Colorado corporation
                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

                            Section 302 Certification

I,  Richard  B.  Slansky,  certify  that:

     1.  I have reviewed this quarterly report on Form 10-QSB of SpaceDev, Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement
of  a  material fact or omit to state a material fact necessary in order to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with respect to the period covered by this report;

     3.  Based  on  my  knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of,  and  for,  the  periods  presented  in  this  report;

     4.  The  registrant's other certifying officer(s) and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-15(e)  and 15d-15 (e)) for the registrant and we have:

          a)  designed  such  disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure  that material information relating to the registrant, including its
     consolidated  subsidiaries,  is  made  known  to  us by others within those
     entities,  particularly  during  the  period  in which this report is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and  procedures  and  presented  in  this  report our conclusions about the
     effectiveness  of  the disclosure controls and procedures, as of the end of
     the  period  covered  by  this  report  based  on  such  evaluation;  and

          c)  disclosed  in  this report any change in the registrant's internal
     control over financial reporting that occurred during the registrant's most
     recent  fiscal  quarter (the registrant's fourth fiscal quarter in the case
     of  an annual report) that has materially affected, or is reasonably likely
     to  materially  affect,  the  registrant's  internal control over financial
     reporting;

     5. The registrant's other certifying officer(s) and I have disclosed, based
on  our  most recent evaluation of internal control over financial reporting, to
the  registrant's  auditors  and  the  audit  committee of registrant's board of
directors  (or  persons  performing  the  equivalent  function):

          a)  all significant deficiencies and material weaknesses in the design
     or  operation  of  internal  control  over  financial  reporting  which are
     reasonably  likely  to adversely affect the registrant's ability to record,
     process,  summarize  and  report  financial  data;  and

          b)  any  fraud,  whether  or not material, that involves management or
     other  employees  who  have a significant role in the registrant's internal
     control  over  financial  reporting;  and


Dated:  August  9,  2004                                  /s/ Richard B. Slansky
        ----------------                                    --------------------
                                                            Richard  B.  Slansky
                                                       Chief  Financial  Officer