Form 8-K



Washington, D.C. 20549









Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934





Date of Report (Date of earliest event reported)    

  October 6, 2004




SPACEHAB, Incorporated
(Exact name of registrant as specified in its charter)



Washington   0-27206   91-1273737

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)



12130 Galveston Road (Hwy 3), Building 1, Webster, Texas   77598
(Address of principal executive offices)   (Zip Code)



Registrant’s telephone number, including area code       (713) 558-5000




(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.


On October 6, 2004, SPACEHAB, Incorporated issued a press release announcing, among other things, announced its receipt of NASA’s determination regarding the Company’s claim for loss of its Research Double Module that was destroyed during the STS-107 space shuttle tragedy. NASA’s determination states that its liability is limited to the contractually-stipulated $8.0 million contract provision. The Company is pursuing receipt of the $8.0 million plus interest from NASA in this fiscal quarter. A copy of the press release is attached hereto as Exhibit 99.1.


Item 9.01 Financial Statements and Exhibits.


A copy of the Press Release is attached as Exhibit 99.1.



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


        SPACEHAB, Incorporated

Date October 8, 2004




/s/ Brian K. Harrington


Brian K. Harrington



*  Print name and title of the signing officer under his signature.


Senior Vice President, Finance and Chief Financial Officer



Exhibit No.



99.1   Press Release, dated October 6, 2004.