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

                            Section 302 Certification

I,  James  W.  Benson,  certify  that:

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

     2.     Based  on  my  knowledge, this quarterly 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  quarterly  report;

     3.     Based on my knowledge, the financial statements, and other financial
information  included  in  this quarterly 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 quarterly report;

     4.     The registrant's other certifying officers 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 quarterly 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;  and

     5.     The  registrant's  other certifying officer(s) and I have disclosed,
based  on  our  most  recent  evaluation  of  internal  controls  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  controls  over  financial  reporting   which   are
     reasonably  likely  to adversely affect the registrant'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 registrant's internal controls
     over  financial  reporting.

Dated:  December 22,  2005                         /s/  James  W.  Benson
                                                          ----------------------
                                                               James  W.  Benson
                                                       Chief  Executive  Officer