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CORRESP
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  SPACEHAB, Inc.

  12130 Highway 3, Bldg. 1

  Webster, Texas 77598-1504

  1.713.558.5000

  fax: 1.713.558.5960

  www.spacehab.com

  February 13,
  2008

  Mr. Doug
  Jones

  Division
  of Corporate Finance

  United
  States Securities and Exchange Commission

  100
  F Street, NE

  Washington,
  D.C. 20549-3561

  RE:

  SPACEHAB,
  Incorporated

  Form 10-K
  for the Year Ended June 30, 2007

  Form 10-Q
  for the Period Ended September 30, 2007

  File
  Number: 000-27206

Dear
Mr. Jones:

                Please find the following
information submitted in further response to your comment letter dated January 15,
2008, which references your letter of November 14, 2007, regarding the
above filings.

Form 10-Q
for the Period Ended September 30, 2007

Item
2, Management’s Discussion and Analysis, page 14

3.               In October 2007,
we completed a tender offer for the exchange of $46,083,000 principle amount of
the $52,944,000 in principle amount of our “Senior” notes (those notes
described as the 5.5% notes due October 2010), $7,439,000 principle amount
of the $10,306,000 in principle amount of our “Junior” notes (the remaining 8%
notes are due October 2007), and $11,892,000 of Series B convertible
preferred stock for common stock and new Series C convertible preferred
stock. On November 22, 2007, we converted the convertible preferred stock
into common stock in accordance with its terms.
We did not provide the accounting treatment of the transaction in our Form 10-K
for fiscal year 2007; however, we provided a pro forma disclosure in our Form 10-Q
for our first quarter of fiscal year 2008 ended September 30, 2007.

In
our financial statements for the three months ended December 31, 2007, we
will report the consummation of this transaction. The conversion of our Junior
and Senior notes is recorded as an induced conversion of convertible debt in
accordance with FAS 84 in two steps. The initial conversion recognizes the
terms of the indenture, relieving the note

payable
liability and valuing the common stock in an equal amount. The second step recognizes
the inducement, the Series C convertible preferred stock issued in
addition to common stock at the date of the transaction, as a Debt Conversion
Expense. The Series C convertible preferred stock is valued at the fair
market value of the underlying common stock as of the date of the transaction.
The Series C convertible preferred stock becomes common stock at its date
of conversion which occurred in the same quarter.

The
Series B convertible preferred stock included in the transaction is
converted into common stock and Series C convertible preferred stock in
accordance with the provisions of EITF D42. We recognized no Debt Conversion
Expense upon the conversion; however, the Series C convertible preferred
stock given in the exchange beyond the conversion terms of the Series B
convertible preferred stock is recognized as a Deemed Dividend on Induced
Conversion of Convertible Preferred Stock. This Deemed Dividend is subtracted
from the net loss for the period in arriving at net loss attributable to common
stock for computation of earnings per share.

As
our accounting for this transaction as presented above differs from the pro
forma presentation included in our Form 10-Q for the period ended September 30,
2007, we will refile the disclosure on Form 10-Q/A.

We
trust that the above information and explanation is sufficient to respond to
and answer the issues raised in your above referenced letter. If you require
any additional explanation or supporting information, we, of course, will reply
as fully and as expediently as possible.

                We recognize that the company is
responsible for the adequacy and accuracy of the disclosures in our filings
with the Securities and Exchange Commission. We further recognize that 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
that the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

                Please direct any requests for
further information or explanation to the undersigned.

Sincerely
yours,

  /s/Brian
  K. Harrington

  Brian
  K. Harrington

  Chief
  Financial Officer

  713-558-5126