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:  November  15,  2004                            /s/  Richard  B.  Slansky
                                                       -------------------------
                                                            Richard  B.  Slansky
                                                       Chief  Financial  Officer