EXHIBIT 31.2

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

                            Section 302 Certification

I,  Richard  B.  Slansky,  certify  that:

     1.  I  have reviewed this Amendment No. 1 to the quarterly report on
Form  10-QSB  of  SpaceDev,  Inc.,  a  Colorado  corporation;

     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 small business
issuer  as  of,  and  for,  the  periods  presented  in  this  report;

     4.  The  small  business  issuer'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 small
business  issuer  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 small business issuer,
     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  small  business  issuer'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 small business issuer's
     internal  control  over  financial reporting that occurred during the small
     business  issuer's  most recent fiscal quarter (the small business issuer's
     fourth  fiscal quarter in the case of an annual report) that has materially
     affected,  or is reasonably likely to materially affect, the small business
     issuer's  internal  control  over  financial  reporting;  and

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

          (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 small business issuer's ability
     to  record,  process,  summarize  and  report  financial  information;  and

          (b)  any  fraud,  whether or not material, that involves management or
     other  employees who have a significant role in the small business issuer's
     internal  control  over  financial  reporting.

Date:  December 1, 2005            /s/  Richard  B.  Slansky
                                         ----------------------------------
                                         Richard  B.  Slansky
                                         President  &  Chief  Financial  Officer