SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CF/AD5
100 F STREET, NE
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

        November 14, 2007

Via Mail and Fax

Brian K. Harrington
Chief Financial Officer
SPACEHAB, Incorporated
12130 Highway 3, Building 1
Webster, TX 77598-1504

 RE:  SPACEHAB, Incorporated
Form 10-K for the Year Ended June 30, 2007
   File Number: 000-27206

Dear Mr. Harrington:

 We have reviewed the above referenced filing and have the following comments.
Except for the amendment indicated in commen t number two, our comments request that
you either revise future filings or provide us  with additional information so that we may
better understand your disclosure.  If you disagree with a requested change, we will
consider your explanation as to  why it is unnecessary.  Please be as detailed as necessary
in all of your responses.  Af ter reviewing this information, we may raise additional
comments.

 The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.
We look forward to working with you in thes e respects and welcome any questions.  Feel
free to call us at the telephone numbers  listed at the end of this letter.

 Please file your response to our comment s via EDGAR, under the label “corresp,”
and associated amended filing within 10 business days from the date of this letter.

SPACEHAB, Incorporated
November 14, 2007
Page 2
Form 10-K for the Year Ended June 30, 2007

Item 7. Management’s Discus sion and Analysis …, page 23
Critical Accounting Policies, page 31
Revenue Recognition, page 31

1. For Astrotech payload processing facilitie s under firm fixed price guaranteed number
of missions contracts, please explain to us  why you recognize revenue ratably rather
than proportionally for each mission when co mpleted relative to th e total number of
missions expected to be completed over th e term of the contract.  Reconcile your
treatment to your disclosure on page 36 in regard to the Sea La unch contract that
payment is received upon launch.

Consolidated Statements of Cash Flows, page 46

2. From your disclosure on page 47, we note th at you received advance payments on a
government contract that were restricted upon receipt.  Restrictions on cash typically
refer to the manner in which the funds are permitted to be used and do not necessarily
restrict where cash is held (e.g., an investment account versus a cash account).  Therefore, restrictions on cash should not automatically result in  presentation outside
of the operating activities section of the cash flow statement, unless the cash flow
actually results from an investing or financ ing activity as describe d in paragraph 14 of
FAS 95.  It appears that your restricted cash is  restricted only as to use.  In this
regard, it appears the change in restricted cas h that resulted from its initial receipt,
which is currently presented as an investi ng outflow in your statement of cash flows,
should be presented with changes in othe r operating assets and liabilities in the
operating activities section to offset the corresponding change in “advances for construction contract” recognized  upon receipt of the restri cted cash.  The subsequent
use of the restricted cash for purposes of completing the construction contract should
also be presented as an operating activ ity.  Accordingly, we  believe you should
amend your filing to restate your statemen ts of cash flows for this matter.

Notes to Consolidated Financial Statements, page 47
Note 2. Summary of Significant Accounting Policies, page 48
Property and Equipment, page 49

3. Please explain to us how (i) your believed in ability to recover amounts invested in the
Astrotech facility in Florida disclosed on page 13 and (ii) a firm backlog of only
$26.8 million at June 30, 2007, were considered in your impairment analysis performed in accordance with paragraphs 7-24 of FAS 144 in regard to the recoverability of Astrotech segment assets  with a carrying amount of $42.6 million at
June 30, 2007.

SPACEHAB, Incorporated
November 14, 2007
Page 3
4. In view of your disclosures that approxi mately 85% of your revenues for fiscal 2007
was generated from eight contracts supporti ng NASA and the uncertainty associated
with the continuation of such contracts, plea se explain to us the basis for a range of
useful lives for payload pro cessing facilities of 16 to 40 years and why you consider
such range to be reasonable.  Describe for us the significant factors and existing
contracts, programs or other revenue genera ting activities that substantiate such a
range and their related terms.

Revenue Recognition, page 50

5. We note that revenue is recognized under the percentage of completion method of
accounting based on costs incurred over the peri od of the contract.  Please explain to
us why your use of an input measure (i.e., costs incurred) is appropriate in your
circumstances.  Paragraph 47 of SOP 81-1 st ates that “Output is used to measure
results directly and is generally the best  measure of progress toward completion in
circumstances in which a reliable measure of output can be established.”  If the basis
of your response is that a re liable measure of output ca nnot be established, please
clearly explain to us how you made this de termination.  In addition, provide us with
any analysis prepared by you as contemplated by paragraph 51 of SOP 81-1 in regard
to the acceptability and appropriateness of the revenue recognition measure(s) employed in your circumstances.

6. Please explain to us and disclose what  you do to earn revenue under the Lockheed
Martin contract and why it is proper to recognize the re venue on a quarterly basis.

Note 9. Convertible Preferred Stock, page 54

7. It appears from Section 2 of the “Designation of Rights …” for Series B Senior Convertible Preferred Stock th at such preferred stock par ticipates in dividends with
common stock.  In this regard, please fully  explain to us your consideration of
presenting per share amounts pursuant to pa ragraphs 60 and 61 within Appendix C of
FAS 128 and EITF 03-6.  Additionally, tell us whether the Series C Convertible
Preferred Stock issued in the exchange o ffer disclosed in note 27 on page 65 also
participates in dividends with common stock.

Note 15. Segment Information, page 60

8. Please explain to us why you have not provi ded the disclosure required by paragraph
37 of FAS 131.  Although your segments may be based on the general nature of services provided, additional information in regard to specific products and services
may be useful, especially where certain services are performed by more than one
segment (like payload processing).  If such disclosure is impracticable, please tell us
and disclose the reason.

SPACEHAB, Incorporated
November 14, 2007
Page 4
9. Please explain to us in detail how assets were assigned to your segments for each year presented.  Also, tell us the reason why a disproportionate amount of consolidated
assets were attributed to the Astrotech se gment in each year relative to the proportion
of consolidated revenues generated by this  segment annually.  In particular, we note
from disclosures within your filing that pa yload processing activities were performed
by the Astrotech and Flight Services segmen ts.  In this regard, please tell us how
assets associated with such activities were assigned to each  of these segments.  If any
of these assets in the Astrotech segment we re used by Flight Services, tell us how you
have accounted for their diminution in valu e considering that the source of 98% of
revenues for Flight Services has ceased.  Fu rther, explain to us why no assets have
been assigned to the Government Services segment.

Note 19. Bond Exchange – Senior Convertible Notes, page 62

10. Please explain to us in detail your cons ideration of EITF 96-19 in support of your
accounting treatment of the issuance of the 5% Senior Notes in exchange for the 8.0%
Convertible Subordinated Notes in Novemb er 2005 and the related costs incurred.

Note 27. Subsequent Events, page 65
Tender Offer, page 65

11. Please fully explain to us your accounting of the exchanges of the senior and junior
notes and the accounting guidance relie d upon in support of your treatment.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclosures in the filings;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

SPACEHAB, Incorporated
November 14, 2007
Page 5
  You may contact Doug Jones at 202-551-3309 or Lyn Shenk at 202-551-3380
with any questions.  You may also contact me at 202-551-3812.

 Sincerely,

 Michael Fay
 Accounting Branch Chief