SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 29, 2026

Thomas B. Pickens III
Chief Executive Officer
Astrotech Corporation
1817 W. Braker Lane, Suite 400
Austin, TX 78758

 Re: Astrotech Corporation
 Registration Statement on Form S-3
 Filed January 28, 2026
 File No. 333-293023
Dear Thomas B. Pickens III:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
cc: Jennifer Wisinski, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 astc20260129c_corresp.htm

 Astrotech Corporation

 1817 W. Braker Lane, Suite 400

 Austin, Texas 78758

 VIA EDGAR SUBMISSION

 January 29, 2026

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Nicholas O’Leary

 Re:

 Astrotech Corporation

 Registration Statement on Form S-3

 Filed January 28, 2026

 Registration File No. 333-293023

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, Astrotech Corporation (the “Registrant”) hereby requests that the effective date for the Registration Statement referred to above (the “Registration Statement”) be accelerated so that it will become effective at 4:00 p.m., Eastern Time, on January 30, 2026, or as soon thereafter as is practicable, or at such other time as the Registrant or the Registrant’s legal counsel, Haynes and Boone, LLP, requests by telephone that such Registration Statement be declared effective.

 Please contact Jennifer T. Wisinski or Stephen W. Grant, Jr. of Haynes and Boone, LLP, the Registrant’s legal counsel, at (214) 651-5330 or (713) 547-2505, respectively, when the Registration Statement has been declared effective or if you have any other questions or concerns regarding this matter.

 Thank you in advance for your assistance.

 * * * * *

 Very truly yours,

 ASTROTECH CORPORATION

 By:

 /s/ Thomas B. Pickens III

 Name:

 Thomas B. Pickens III

 Title:

 Chief Executive Officer

 cc:

 Jennifer T. Wisinski, Esq., Haynes and Boone, LLP

 Stephen W. Grant, Jr., Esq., Haynes and Boone, LLP

CORRESP
1
filename1.htm

astc-corresp.htm

Astrotech Corporation

2028 E. Ben White Blvd., Suite 240-9530

Austin, Texas 78741

1.512.485.9530

fax:  1.512.485.9531

www.astrotechcorp.com

March 11, 2021

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jordan Metoyer

Re: Astrotech Corporation

Registration Statement on Form S-3

File No. 333-253835

Ladies and Gentleman:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Astrotech Corporation (the “Company”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 PM EDT on March 15, 2021, or as soon as thereafter practicable.

Please notify John Hempill of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3073 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

ASTROTECH CORPORATION

By:      /s/ Eric Stober

Name:Eric Stober

Title:  Chief Financial Officer

United States securities and exchange commission logo
March 10, 2021
Eric Stober
Chief Financial Officer
Astrotech Corporation
2028 E. Ben White Blvd., Suite 240-9530
Austin, Texas 78741
Re:Astrotech Corporation
Registration Statement on Form S-3
Filed March 3, 2021
File No. 333-253835
Dear Mr. Stober:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jordan Metoyer at 202-551-6001 or Tim Buchmiller at 202-551-3635 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       John R. Hempill, Esq.

CORRESP
1
filename1.htm

astc-corresp.htm

Astrotech Corporation

2028 E. Ben White Blvd., Suite 240-9530

Austin, Texas 78741

1.512.485.9530

fax:  1.512.485.9531

www.astrotechcorp.com

October 20, 2020

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ada Sarmento

Re: Astrotech Corporation

Registration Statement on Form S-1

File No. 333-239705

Ladies and Gentleman:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Astrotech Corporation (the “Company”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 1:00 PM EDT on October 21, 2020, or as soon as thereafter practicable.

Please notify John Hempill of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3073 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

ASTROTECH CORPORATION

By:      /s/ Eric Stober

Name:Eric Stober

Title:  Chief Financial Officer

CORRESP
1
filename1.htm

astc-corresp.htm

Astrotech Corporation

2028 E. Ben White Blvd., Suite 240-9530

Austin, Texas 78741

1.512.485.9530

fax:  1.512.485.9531

www.astrotech.com

October 19, 2020

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ada Sarmento

Re: Astrotech Corporation

Registration Statement on Form S-1

File No. 333-239705

Ladies and Gentleman:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Astrotech Corporation (the “Company”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 PM EDT on October 21, 2020, or as soon as thereafter practicable.

Please notify John Hempill of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3073 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

ASTROTECH CORPORATION

By:      /s/ Eric Stober

Name:Eric Stober

Title:  Chief Financial Officer

CORRESP
1
filename1.htm

astc-corresp.htm

Date: September 9, 2020

VIA EDGAR

United States Securities and Exchange Commission Mail Stop 3561

Washington, D.C. 20549

Re:Astrotech Corporation Amendment No. 1 to

Registration Statement on Form S-1

Filed July 6, 2020

File No. 333-239705

Ladies and Gentlemen:

On behalf of Astrotech Corporation (the “Company”), we are electronically transmitting hereunder a conformed copy the Registration Statement on Form S-1 filed on September 9, 2020 (the “Registration Statement”).

This letter is being filed in response to the Securities and Exchange Commission’s (“SEC’s”) comments dated July 13, 2020. In this letter, we have listed the SEC’s comments in italics and have followed each comment with the Company’s response.

Incorporation of Documents by Reference, page 50

1.

We note that you incorporate information by reference into your registration statement. Since you have not yet filed your Annual Report on Form 10-K for the fiscal year ended June 30, 2020, you are not eligible to incorporate by reference. See General Instruction VII.C to Form S-1. Please amend the registration statement to include all of the disclosure required by Form S-1, or, in the alternative, file your Annual Report on Form 10-K for the fiscal year ended June 30, 2020 and update this section accordingly.

Response: We have filed our Annual Report on Form 10-K for the fiscal year ended June 30, 2020 and have updated the incorporation by reference section accordingly.

If you have any questions, please contact the undersigned at 512-485-9521.

/s/ Eric Stober Eric Stober

Chief Financial Officer and Principal Accounting

Officer

-1-

United States securities and exchange commission logo
July 13, 2020
Thomas B. Pickens, III
Chief Executive Officer
Astrotech Corporation
201 West 5th Street, Suite 1275
Austin, Texas 78701
Re:Astrotech Corporation
Registration Statement on Form S-1
Filed July 6, 2020
File No. 333-239705
Dear Mr. Pickens:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-1
Incorporation of Documents by Reference, page 50
1.We note that you incorporate information by reference into your registration statement.
Since you have not yet filed your Annual Report on Form 10-K for the fiscal year ended
June 30, 2020, you are not eligible to incorporate by reference. See General Instruction
VII.C to Form S-1. Please amend the registration statement to include all of the disclosure
required by Form S-1, or, in the alternative, file your Annual Report on Form 10-K for the
fiscal year ended June 30, 2020 and update this section accordingly.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameThomas B. Pickens, III
 Comapany NameAstrotech Corporation
 July 13, 2020 Page 2
 FirstName LastName
Thomas B. Pickens, III
Astrotech Corporation
July 13, 2020
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-
3625 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       John R. Hempill, Esq.

November 5, 2018
Thomas Pickens, III
Chairman of the Board & Chief Executive Officer
Astrotech Corporation
201 West 5th Street, Suite 1275
Austin, Texas 78701
Re:Astrotech Corporation
Registration Statement on Form S-3
Filed October 24, 2018
File No. 333-227963
Dear Mr. Pickens:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Fay at 202-551-3812 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

CORRESP
1
filename1.htm

astc-corresp.htm

Astrotech Corporation

201 W. 5th Street, Suite 1275

Austin, Texas 78701

1.512.485.9530

fax:  1.512.485.9531

www.astrotech.com

November 6, 2018

VIA EDGAR
United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Astrotech Corporation

Registration Statement on Form S-3

File No. 333-227963

Ladies and Gentleman:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), Astrotech Corporation (the "Company") respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:00 p.m., Eastern Time, on Thursday, November 8, 2018, or as soon thereafter as possible.

Please notify John Hempill of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3073 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

ASTROTECH CORPORATION

By:

Name:

Bradley W. Sullivan

Title:

Corporate Controller

CORRESP
1
filename1.htm

astc-corresp.htm

Astrotech Corporation

201 W. 5th Street, Suite 1275

Austin, Texas 78701

1.512.485.9530

fax:  1.512.485.9531

www.astrotech.com

August 15, 2018

VIA EDGAR
United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Donald E. Field

Re: Astrotech Corporation

Registration Statement on Form S-3

File No. 333-226060

Ladies and Gentleman:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), Astrotech Corporation (the "Company") respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on Monday August 20, 2018, or as soon thereafter as possible.

Please notify John Hempill of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3073 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

ASTROTECH CORPORATION

By:

Name:

Bradley W. Sullivan

Title:

Corporate Controller

CORRESP
1
filename1.htm

astc-corresp.htm

Astrotech Corporation

201 W. 5th Street, Suite 1275

Austin, Texas  78701

1.512.485.9530

fax:  1.512.485.9531

www.astrotech.com

August 8, 2018

VIA EDGAR
United States Securities and Exchange Commission
Mail Stop 3561
Washington, D.C. 20549

Re: Astrotech Corporation

Amendment No. 1 to

Registration Statement on Form S-3

Filed July 3, 2018

File No. 333-226060

Ladies and Gentlemen:

On behalf of Astrotech Corporation (the “Company”), we are electronically transmitting hereunder a conformed copy the Registration Statement on Form S-3 filed on July 3, 2018 (the “Registration Statement”).

This letter is being filed in response to the Securities and Exchange Commission’s (“SEC’s”) comments dated July 26, 2018. In this letter, we have listed the SEC’s comments in italics and have followed each comment with the Company’s response.

General

1.

We note that you do not appear to be eligible to conduct a primary offering pursuant to General Instruction I.B.1 of Form S-3. Please advise whether you believe you are eligible to conduct a primary offering on Form S-3 pursuant to General Instruction I.B.1. To the extent you do not meet the public float requirement in General Instruction I.B.1, and instead intend to rely upon General Instruction I.B.6., please revise to include the information required by Instruction 7 to General Instruction I.B.6 on the prospectus cover page.

Response: We have revised the prospectus cover page to include the information required by Instruction 7 to General Instruction I.B.6 of Form S-3.

If you have any questions, please contact the undersigned at 512-485-9521.

/s/ Eric Stober

Eric Stober

Chief Financial Officer and Principal Accounting Officer

July 26, 2018
Thomas B. Pickens
Chief Executive Officer
Astrotech Corporation
201 West 5th Street, Suite 1275
Austin, TX 78701
Re:Astrotech Corporation
Registration Statement on Form S-3
Filed June 3, 2018
File No. 333-226060
Dear Mr. Pickens:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed on June 3, 2018
General
1.We note that you do not appear to be eligible to conduct a primary offering pursuant to
General Instruction I.B.1 of Form S-3.  Please advise whether you believe you are eligible
to conduct a primary offering on Form S-3 pursuant to General Instruction I.B.1.  To the
extent you do not meet the public float requirement in General Instruction I.B.1, and
instead intend to rely upon General Instruction I.B.6., please revise to include the
information required by Instruction 7 to General Instruction I.B.6 on the prospectus cover
page.

 FirstName LastNameThomas B. Pickens
 Comapany NameAstrotech Corporation
 July 26, 2018 Page 2
 FirstName LastName
Thomas B. Pickens
Astrotech Corporation
July 26, 2018
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Donald E. Field at 202-551-3680 or Susan Block at 202-551-3210 with
any questions.
Division of Corporation Finance
Office of Transportation and Leisure

July 27, 2011
 Via Facsimile

Thomas B. Pickens, III  Chief Executive Officer  Astrotech Corporation  401 Congress Avenue Suite 1650 Austin, TX 78701
Re: Astrotech Corporation
Form 10-K for the fiscal year ended June 30, 2010  Filed August 30, 2010
  File No. 001-34426

Dear Mr. Pickens:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ John Stickel

John Stickel  Attorney-Advisor

CORRESP
1
filename1.htm

Correspondence

July 21, 2011

Via EDGAR and Overnight
Courier

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC
20549

Attention: John Stickel

98 SAN JACINTO BLVD.

SUITE 1500

AUSTIN, TEXAS

78701-4078

TEL +1 512.322.2500

FAX +1 512.322.2501

www.bakerbotts.com

ABU DHABI

AUSTIN

BEIJING

DALLAS

DUBAI

HONG KONG

HOUSTON

LONDON

MOSCOW

NEW YORK

PALO ALTO

RIYADH

WASHINGTON

  Re: Astrotech Corporation

Form 10-K for
the fiscal year ended June 30, 2010

Filed August 30,
2010
File
No. 001-34426

Ladies and Gentlemen:

Set forth below are
the responses of Astrotech Corporation (the “Company”) to the
comments and requests for additional information contained in the comment
letter from the staff (the “Staff”) of the Division of Corporation
Finance of the Securities and Exchange Commission (the
“Commission”), dated April 8, 2011, with respect to the
above-captioned filing. Although the letter is dated April 8, 2011, the
Company did not receive the letter until July 11, 2011.

For your convenience,
we have repeated in bold type the comments and requests for additional
information exactly as set forth in the comment letter. The Company’s
response to each comment or request is set forth immediately below the text of
the applicable comment or request. The Company has not filed a revised Form
10-K because it either has (i) agreed to comply with the Staff’s comments
in future filings or (ii) explained its position as to why revision is not
required.

  1.

  COMMENT: Item 1A. Risk Factors, page 6. In
future filings, please delete the second sentence of the introductory
paragraph. If a risk is not deemed material, it should not be referenced
here.

RESPONSE: In future
filings, the Company will delete the second sentence of the introductory
paragraph.

  2.

  COMMENT: Current Directors, page 48. In future
filings, please revise your directors’ biographies to discuss the
specific experience, qualifications, attributes, or skills that led to the
conclusion that the person should serve as a director. Refer to
Item 401(e) of Regulation S-K.

1

98 SAN JACINTO BLVD.

SUITE 1500

AUSTIN, TEXAS

78701-4078

TEL
+1 512.322.2500

FAX +1 512.322.2501

www.bakerbotts.com

ABU DHABI

AUSTIN

BEIJING

DALLAS

DUBAI

HONG KONG

HOUSTON

LONDON

MOSCOW

NEW YORK

PALO ALTO

RIYADH

WASHINGTON

RESPONSE: In future
filings, the Company will add disclosure to each of the directors’
biographies to further discuss their respective experience, qualifications,
attributes or skills that led to the conclusion to each should serve as a
director.

  3.

  COMMENT: The Compensation Program, page 54. We
note your disclosure that you benchmark your Named Executive Officers’
compensation to a peer group of public companies. In future filings,
please identify the companies to which you benchmark and disclose the degree to
which the compensation committee considers such companies comparable to you. If
all or part of your NEOs’ compensation is benchmarked to a
percentile range of the peer group, disclose the percentiles. Refer to
Item 402(b)(2)(xiv) of Regulation S-K.

RESPONSE: In future
filings, the Company will identify the companies to which the Company
benchmarks the Named Executive Officers’ compensation and disclose the
manner and reasoning as to why the compensation committee considers such
companies comparable to the Company. The Company will also disclose the
percentile range of the peer group to which all of the Company’s Named
Executive Officers’ compensation is benchmarked.

  4.

  COMMENT: Short-Term Cash Incentives, page 55. In
future filings, please quantify all performance targets under the Bonus Plan
that must be achieved in order for your executive officers to earn their
incentive compensation. To the extent you believe that disclosure of
the targets is not required because it would result in competitive harm such
that the targets could be excluded under Instruction 4 to Item
402(b) of Regulation S-K, please provide on a supplemental basis
a detailed explanation for such conclusion. Please also note that to the
extent that you have an appropriate basis for omitting the specific targets,
you must discuss how difficult it would be for the named executive officers or
how likely it will be for you to achieve the undisclosed target levels or other
factors. General statements regarding the level of difficulty, or ease,
associated with achieving performance goals either corporately or individually
are not sufficient.

RESPONSE: In future
filings, the Company will quantify all performance targets under the Bonus Plan
that must be achieved in order for the Company’s executive officers to
earn their incentive compensation; provided, however, that to the extent that
the Company changes the components of the performance targets or uses different
components or criteria in establishing performance targets than those currently
used, the Company reserves the right to exclude a specific target if its
determines, pursuant to the requirements of Instruction 4 to Item 402(b) of
Regulation S-K, that the disclosure of the target would result in
competitive harm to the Company. In the event that a specific target is
excluded, the Company will, consistent with the requirements of Instruction 4
to Item 402(b) of Regulation S-K, discuss how difficult it would be for
our named executive officers or how likely it will be for the Company to
achieve the undisclosed target levels or other factors.

2

98 SAN JACINTO BLVD.

SUITE 1500

AUSTIN, TEXAS

78701-4078

TEL
+1 512.322.2500

FAX +1 512.322.2501

www.bakerbotts.com

ABU DHABI

AUSTIN

BEIJING

DALLAS

DUBAI

HONG KONG

HOUSTON

LONDON

MOSCOW

NEW YORK

PALO ALTO

RIYADH

WASHINGTON

  5.

  COMMENT: Summary Compensation Table, page 57.
With respect to the stock and option awards reported in columns (c) and
(d), clarify in the footnotes the assumptions made in valuation by reference to
a discussion of those assumptions in your financial statements, footnotes to
the financial statements, or discussion in Management’s Discussion and
Analysis. Refer to the Instruction to Item 402(c)(2)(v) and
(vi) of Regulation S-K.

RESPONSE: In future
filings, the Company will add footnotes to the Summary Compensation table,
noting valuation assumptions for all equity based compensation, substantially
similar to the following: “For a discussion of the assumptions we made in
valuing the stock and option awards, see Note 2 — Summary of Significant
Accounting Policies —Share-Based Compensation and Note 8 — Common
Stock Incentive, Stock Purchase Plans and Other Compensation Plans.”

The Company acknowledges that:

  •

  The Company is responsible for the adequacy and accuracy of the
disclosure in the 10-K;

  •

  Staff comments or changes to disclosure in response to Staff comments do
not foreclose the Commission from taking any action with respect to the 10-K;
and

  •

  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 questions that you
have with respect to the foregoing to Shawn Shillington at 512.322.2605 or fax
512.322.8317.

Very
truly yours,
/s/ Shawn
Shillington

      Shawn Shillington

3

April 8, 2011

VIA U.S.  MAIL

Thomas B. Pickens, III  Chief Executive Officer  Astrotech Corporation  401 Congress Avenue Suite 1650 Austin, TX 78701
Re: Astrotech Corporation
Form 10-K for the fiscal year ended June 30, 2010  Filed August 30, 2010
  File No. 001-34426

Dear Mr. Pickens:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Item 1A. Risk Factors, page 6

1. In future filings, please delete the second sent ence of the introductory paragraph.  If a risk
is not deemed material, it shoul d not be referenced here.
 Current Directors, page 48

2. In future filings, please revi se your directors’ biographi es to discuss the specific
experience, qualifications, attributes, or skills  that led to the conc lusion that the person
should serve as a director.  Refer to  Item 401(e) of Regulation S-K.

 Thomas B. Pickens, III
 Astrotech Corporation   April 8, 2011  Page 2
Compensation Discussion and Analysis, page 53

The Compensation Program, page 54

3. We note your disclosure that you benc hmark your Named Executive Officers’
compensation to a peer group of public companie s.  In future filings, please identify the
companies to which you benchmark and disclo se the degree to which the compensation
committee considers such companies comparable  to you.  If all or part of your NEOs’
compensation is benchmarked to a percentil e range of the peer group, disclose the
percentiles.  Refer to Item 402( b)(2)(xiv) of Regulation S-K.

Short-Term Cash Incentives, page 55

4. In future filings, please quan tify all performance targets unde r the Bonus Plan that must
be achieved in order for your executive offi cers to earn their incen tive compensation.  To
the extent you believe that disclosure of the targets is not required because it would result
in competitive harm such that the targets could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide on a supplemental basis a detailed explanation
for such conclusion.  Please also note that to the extent that you have  an appropriate basis
for omitting the specific targets, you must disc uss how difficult it would be for the named
executive officers or how likely it will be for you to achieve the undisclosed target levels
or other factors.  General statements regardi ng the level of difficult y, or ease, associated
with achieving performance goals either corpor ately or individually are not sufficient.

Summary Compensation Table, page 57

5. With respect to the stock and option awards re ported in columns (c) and (d), clarify in the
footnotes the assumptions made in valuat ion by reference to a discussion of those
assumptions in your financial statements, f ootnotes to the financial statements, or
discussion in Management’s Discussion and Anal ysis.  Refer to the Instruction to Item
402(c)(2)(v) and (vi) of  Regulation S-K.
              We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.                In responding to our comments, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 Thomas B. Pickens, III
 Astrotech Corporation   April 8, 2011  Page 3
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact J. Nolan McWilliams at (202)  551-3217 or me at (202) 551-3324 with any
questions.
Sincerely,

John Stickel  Attorney-Advisor

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561

        March 11, 2011

Thomas B. Pickens, III
Chief Executive Officer
Astrotech Corporation
401 Congress Ave. Suite 1650
Austin, Texas 78701

Re: Astrotech Corporation
Revised Preliminary Proxy Statement on Schedule 14A
  Filed March 9 , 2011

Dear Mr. Pickens :

We have received your response to our prior comment letter to  you dated March
4, 2011  and have the following additional comments.

Proposal Four

1. We note on page 32 that the Washington bylaws allow the holders of not less than
one-tenth of all the outstanding shares to call a special meeting , but that the
Delaware bylaws will provide that a special meeting may be called by
shareholders holding at least a majority of the o utstanding shares.   It appears that
the sole purpose of the transaction may not be to change your domicile solely
within the United States.  Please provide us your analysis as to why this does not
require registration  under the Securities Act.

2. In this regard please tell us why this matter should not be presented as a separate
matter to be voted upon pursuant to Exchange Act Rule 14a -4(a)( 3).

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require. Since the  company
and its management are in possession of all facts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the
company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

Thomas B. Pickens, III
Astrotech Corporation
March 11, 2011
Page 2

 staff comments or changes to disclosure in response to staf f comments do not
foreclose the Commission from taking any action with respect to the filing; and

 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.

You may contact John Dana Brown at (202) 551 -3859 if you have questions
regarding th ese comment s.

        Sincerely,

        John Dana Brown
        Attorney -Advisor

cc: Shawn Shillington
 Fax: (512) 322-8368

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561

        March 16,  2011

Thomas B. Pickens, III
Chief Executive Officer
Astrotech Corporation
401 Congress Ave. Suite 1650
Austin, Texas 78701

Re: Astrotech Corporation
Revised Preliminary Proxy Statement on Schedule 14A
Filed March 14, 2011

Dear Mr. Pickens :

We have completed our review of your filings and do not have any further
comments at this time.

Sincerely,

John Dana Brown
Attorney -Advisor

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561

        March 4, 2011

Thomas B. Pickens, III
Chief Executive Officer
Astrotech Corporation
401 Congress Ave. Suite 1650
Austin, Texas 78701

Re: Astrotech Corporation
Preliminary Proxy Statement on Schedule 14A
  Filed February 28, 2011

Dear Mr. Pickens :

We have reviewed your filing and have the following comments.  In  some of our
comments, we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us whe n you will provide the
requested response.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your filing and the i nformation you provide in
response to these comments, we may have additional comments.

Proposal Four

1. It appears that this transaction may require registration under the Securities Act.
We note that Securities Act Rule 145(a)(2) considers statutory mergers or
consolidations o r similar plans or acquisitions that are submitted to security
holders to be offers or sales subject to the registration requirements of the
Securities Act “unless the sole purpose of the transaction is to change an issuer ’s
domi cile solely within the United States .”  Because of the changes to your
governing documents  included in proposal  four, it appears that the “sole purpose”
of the transaction is not to change your domicile.  Please file a registration
statement on Form S -4 under the Securities Act, or please advise.

2. Please present each material change in the governing documents as separate
matters to be voted upon.  Please refer to Exchange Act Rule 14a -4(a)(3).

Thomas B. Pickens, III
Astrotech Corporation
March 4, 2011
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require. Since the compan y
and its management are in possession of all facts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the
compa ny acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect t o the filing; and

 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.

You may contact John Dana Brown at (202) 551 -3859 if you have qu estions
regarding th ese comment s.

        Sincerely,

        John Dana Brown
        Attorney -Advisor

cc: John M. Porter
 Fax: (512) 485 -9531

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

       DIVISION OF
CORPORATION FINANCE

March 11, 2008

Via Facsimile

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 completed our review of your Form 10-K and related filings, and at this time do
not have further comments.

       S i n c e r e l y ,

       M i c h a e l  F a y
       A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

  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

CORRESP
1
filename1.htm

  SPACEHAB, Inc.

  12130 Highway 3, Bldg. 1

  Webster, Texas 77598-1504

  1.713.558.5000

  fax: 1.713.558.5960

  www.spacehab.com

February 7,
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:

We
are in receipt of your comment letter dated January 15, 2008, which
references your letter of November 14, 2007, regarding the above filings
and, in response, submit the following information for your consideration.

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

Consolidated Statements of
Cash Flows, page 46

1.               We have concluded that the
restricted cash should in fact be included in cash flows from operating
activities.  We will reclassify our Consolidated
Statement of Cash Flows for the year ended June 30, 2007 and will submit Form 10-K/A
reflecting such reclassification.  We will
also reclassify our Consolidated Statement of Cash Flows for the three months
ended September 30, 2007 and will submit Form 10-Q/A reflecting such reclassification.

2.               In addition, we have
concluded that restricted cash associated with a noncurrent asset should be
classified as noncurrent.  Accordingly,
we will reclassify our Consolidated Balance Sheets as of June 30, 2007 and
September 30, 2007 and will include such reclassifications in Forms 10-K/A
and 10-Q/A referenced above.

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.

We
have subsequently concluded that computation of the gain or loss on the
contemplated transaction would differ from that suggested in the above
referenced disclosure.  We will,
therefore, refile the disclosure included in Form 10-Q for the period
ended September 30, 2007 and will include such revised disclosure in Form 10-Q/A.

From
a qualitative standpoint we note that this misclassification has no impact on
our net income or earnings per share, does not alter or mask a trend in our
cash flows, does not affect our compliance with loan covenants or other
contractual requirements, does not impact management’s compensation, and does
not conceal any unlawful transactions.

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

2

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

       DIVISION OF
CORPORATION FINANCE

        January 15, 2008

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
Form 10-Q for the Period Ended September 30, 2007
   File Number: 000-27206

Dear Mr. Harrington:

 We have reviewed your correspondence dated December 14, 2007.  We believe
you should amend you filings as indicated in comment numbers 1 and 2.  If you disagree,
we will consider your explanation as to why an  amendment is not necessary.  Please be as
detailed as necessary in your explanation.  In comment number 3, we ask you to provide
us with further information so we ma y better understand you r accounting.  After
reviewing this information, we may have addi tional comments.  Please file your response
to our comments via EDGAR, under the label “corresp,” within 10 business days from the date of this letter.

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

Consolidated Statements of Cash Flows, page 46

1. Refer to your response to our prior comment number 2.  While the restricted cash will
be used to construct a building, we continue  to believe the change in restricted cash
that resulted from its initial receipt sh ould be presented with changes in other
operating assets and liabilities in the ope rating activities section to offset the
corresponding change in advances for cons truction contract recognized upon receipt
of the restricted cash.  It appears you r presentation oversta tes cash provided by
operating activities in 2007 and will understate it in the ye ars in which the advances
account is reduced.  In addition, your presenta tion results in an apparent outflow of
cash for investing activities in 2007 when in fact no such outflow occurred.  By
offsetting the change in restricted cash ag ainst the change in advances within cash

SPACEHAB, Incorporated
January 15, 2008
Page 2
provided by operating activitie s, you would properly reflect  the receipt and use of
these funds as having no impact on any cat egories of cash flows.  Accordingly, we
continue to believe you should amend your f iling to restate your statements of cash
flows for this matter.

2. Additionally, restricted cash that is asso ciated with a noncurrent asset should be
classified as noncurrent pu rsuant to ARB 43, Chapter 3, Section A, paragraph 6.
Given the materiality of restricted cash to your current assets , we believe you should
amend the balance sheet in your Form 10-K for the year ended June 30, 2007 and
Form 10-Q for the period ended Septem ber 30, 2007 to revise the presentation
accordingly.

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

Item 2. Management’s Discus sion and Analysis …, page 14
Capitalization, page 21

3. Refer to your response to our prior comment number 11.  Although the debt
transactions may have been in the form  of exchanges, for accounting purposes it
appears these transactions were in substance induced conversions in that the debt appears to have been converted in accordan ce with the original  terms of the debt
instruments, with the Series C preferred stock issued in the transactions as additional consideration for the purpose of inducing c onversion.  In this regard, note that
paragraph 2 of APB 26 does not apply to debt that is converted to equity securities of
the debtor pursuant to conversion privileges provided in the terms of the debt at issuance or conversions of convertible debt  when conversion privileges included in
terms of the debt at issuance are changed,
or additional consideration is paid , to
induce conversion of the debt to equity securities.  Similarly, the exchange transaction with the Series B preferred stock for comm on stock and Series C preferred stock also
appears to be in substance an induced conversion.  In view of the preceding, please present to us your accounting for the induced debt conversions pursuant to FAS 84 and EITF 85-17 and for the induced prefe rred stock conversion pursuant to EITF D-
42, or explain to us why you believe your pr esent accounting for these transactions is
appropriate after considerat ion of the cited guidance.

  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

CORRESP
1
filename1.htm

  SPACEHAB,
  Inc.

  12130
  Highway 3, Bldg. 1

  Webster,
  Texas 77598-1504

  1.713.558.5000

  fax:  1.713.558.5960

  www.spacehab.com

December 4, 2007

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

  File Number: 000-27206

Dear Mr. Jones:

We are in receipt of your comment letter dated November 14, 2007
regarding the above filing and, in response, submit the following information
for your consideration.

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

Item 7. Management’s Discussion and Analysis

Critical Accounting Policies

Revenue Recognition

1.               Our Astrotech payload-processing
subsidiary has a firm fixed price contract, with United Launch Alliance (“ULA”),
assignee from Lockheed Martin Corporation. Under the terms of this contract,
Astrotech agrees to process up to as many missions as ULA has to process but
Astrotech is reimbursed for at least four missions annually and in return
receives a per mission payment as missions are processed. If no missions are
processed during the year, ULA reimburses Astrotech for the four guaranteed
missions in December of the applicable year. Additionally, ULA reimburses
Astrotech quarterly for a “reservation” fee for certain designated areas within
the Astrotech facilities for their use only. Any additional services or
missions beyond the agreed four missions annually are recognized as revenue if
and when such additional services are rendered. Lockheed Martin, now ULA, is
assigned dedicated payload processing bays, including storage facilities, at
Astrotech’s payload processing facility. Astrotech provides relatively constant
services in support of such dedicated facilities regardless of the number of
missions actually processed. Essentially all of the processing activities are
performed by

ULA provided personnel. As such, the revenue is essentially fixed
annually and ratable to the periods during the year.

Our Sea Launch contract provides for relatively fixed services
throughout the year as well, however, under the Sea Launch contract Astrotech
is paid a fixed per mission fee only upon the completion of a mission by the
customer. There is no minimum number of missions and no guarantee of revenue
under this contract. As such, the revenue is deemed earned upon the completion
of each mission, thus under the completed contract method of revenue
recognition. As noted on page 36, we did not receive revenues under the Sea
Launch contract during the period of repair to their floating platform, but we
continued to staff and operate the land facilities.

Consolidated Statements of Cash Flows

2.               As noted in our disclosure on page 47,
we received payments from a government agency that we classified as restricted.
The restriction on the cash received in this situation is that such proceeds be
used to build a building, an investment activity. The building will be owned
and operated by our Astrotech subsidiary. We agree with your interpretation
that the restriction refers only to use of the funds, but, since that
restriction is that the funds be used in an investment activity, we believe
classification in the investing activity section of the cash flow statement is
consistent with paragraph 14 of FAS 95. In this unique situation, the cash
disbursed from the restricted cash account will not pass through cash used in
investing activities (capital expenditures) since that cash is being pre-paid
by the government agency funding the building. As a result, the building will
be an asset of the Company, but will have a zero accounting basis.

Notes to Consolidated Financial Statements, page 47

Note 2, Summary of Significant Accounting Policies, page 48

Property and Equipment, page 49

3.               Prior to the loss of the Space Shuttle
Challenger in January of 1986, all satellite and spacecraft launches in the
United States were performed at government facilities. This policy precluded
private industry and private investment from involvement in this industry. The
shuttle disaster brought attention to the U.S. space policy and President
Reagan in 1988 announced a new initiative that would be conducive to commercial
launch ventures by providing a favorable government policy that mandated NASA
to not be involved in commercial launch services unless the case can be made
for specific national security or foreign policy reasons.

Astrotech was founded to provide commercial pre-launch facilities to be
used in place of the government facilities. Astrotech operates essentially the
only commercial pre-launch facilities at each of the major domestic launch
sites. Our reported $26.8 million backlog in June represents missions scheduled
for launch and for which use of our pre-launch facilities has been reserved. In
addition we have entered into contracts with NASA for Indefinite Delivery,
Indefinite Quantity (IDIQ) missions that could result in as much as $10 million
and $35 million in additional backlog. We believe that our competitive

2

position and dominance in the market will continue to result in
attracting future pre-launch business for Astrotech.

We include the risk disclosure noted on page 13 because there is always
a possibility that another change in government policy could occur that would
reduce the competitive value of our facilities near the launch sites. Over the
past decade the domestic commercial space program has declined due to the
subsidies given by foreign governments to our competitors in other countries. The
U.S. government could however reverse this by enacting aggressive subsidies
here domestically. Our impairment analysis acknowledges these risks and is
based on the continuation of existing government regulation and policy for
commercial space commerce.

In regards to our impairment and FAS 144 analysis, we have concluded
that the cash flows expected to be generated from the operation of these
facilities will exceed their carrying value, thereby eliminating the need for
any impairment disclosure. These cash flows will result from the backlog
currently on the books in addition to future contract awards.

4.               Of the 84% of fiscal year 2007 revenues
referred to as generated from U.S. government contracts, 65% were generated by
our space shuttle module operations included in our SPACEHAB Flight Services
business unit. These revenues resulted from use of our space shuttle module
assets and services provided in preparing and operating these assets on space
shuttle missions. We recognized that the final mission under contract before
the scheduled retirement of the space shuttle fleet in 2010 was completed in
August 2007 and recognized an impairment of essentially the entire remaining
book value of our modules and the payload processing facilities relating to our
space shuttle operations in our fiscal year 2007 results.

Our Astrotech payload processing facilities, however, do not support
space shuttle activities and serve an entirely different market. Even though we
provide services to NASA, among other customers, at our Astrotech facilities,
the services provided relate to satellite and spacecraft pre-launch services
from science and exploration activities of NASA and not the space shuttle and
International Space Station activities served by our SPACEHAB Flight Services
business unit. The Astrotech facilities are significant structures, including
land and related improvements; typical of long lived assets. As discussed in
item 3 above, we believe the domestic commercial satellite industry will
continue to exist for the foreseeable future given conservative market
projections and that U.S. government law and policy will not significantly
alter the role of commercial enterprise in supporting this industry.

Supporting the assumptions above as to our Astrotech payload processing
facilities, we currently have long-term contracts in place with ULA, Sea Launch,
and NASA. In addition, as discussed in item 2 above, we are constructing a
major payload processing facility at Vandenberg Air Force Base, California on behalf
of the National Reconnaissance Office in support of a series of satellite
launches in development by that agency. Currently, the United States has only
two operable heavy lift launch vehicles, the

3

Lockheed Martin Atlas V, and the Boeing Delta VI, capable of launching
large commercial satellites and requiring the payload processing facilities
operated by Astrotech. While operating the only capable facilities for servicing
these launch vehicles in what is projected to be a stable future market, we
believe the expectation of employing our Astrotech payload processing
facilities for the extent of their estimated operating lives is appropriate. The
specific facilities consist of a range of buildings and facility improvements
with a corresponding range of estimated operable lives.

Revenue Recognition, page 50

5.               Our SPACEHAB Flight Services business
unit provides integral assets and services to NASA on specific scheduled space
shuttle missions. NASA plans and schedules each space shuttle mission years in
advance, employing detailed time lines and milestones. Our space shuttle
activities parallel this detailed scheduling with program initiation made upon
formal notice by NASA and scheduled detailed deliverables throughout the
mission. When the mission schedule changes, our firm fixed mission price is
adjusted for a cost based “equitable adjustment” to compensate for additional
costs encountered. Our “output” is measured by successfully meeting a
deliverable such as completing a testing requirement, installation of the
module into the bay of the space shuttle or completion of some other defined
activity that cannot be quantified as a reliable measure of output. We
determined, therefore, that costs incurred represent the best measure of output
for revenue recognition in our space shuttle activities.

As required under paragraph 51 of SOP 81-1, we continue to review and
validate our use of cost as a measure of output for revenue recognition. In the
initial years after the loss of the space shuttle Columbia our flight services
revenue was primarily cost based under the “equitable adjustment” provisions of
our contract for future missions being delayed. As the missions moved from
standby to active preparation, the significant difference became subcontracted
work towards milestones. In each situation, we determined that cost provided
the best measure of output.

6.               We discussed our ULA contract in item 1
above and refer to that discussion here as well. This contract, originally with
Lockheed Martin, was entered into in 2002 along with a parallel contract with
the Boeing Corporation in support of the construction of a new payload
processing facility at our Astrotech Florida facility to be used exclusively by
Lockheed Martin and Boeing. The contract terms provided for fixed quarterly
payments from both Lockheed Martin and Boeing that were to be made directly to
SunTrust Bank, the mortgage holder on the new building. Lockheed Martin and
Boeing were each assigned exclusive areas within the building, including
storage and support areas. Astrotech was responsible for maintaining the
building, providing utilities and support services. When Lockheed Martin or
Boeing scheduled delivery of a satellite for processing, they were responsible
for providing all technical personnel, computers and service equipment and for
managing the processing activity. The contracts did provide for supplemental
charges if the customer were to process more that the contracted number of
missions in a year or for specific additional services, if needed. Boeing
subsequently prepaid their guaranteed obligations under the contract and exited
from the

4

commercial satellite launch business, and we applied the proceeds from
Boeing to the mortgage on the building.

Under our ULA contract we continue to receive four quarterly fixed
payments (the mortgage is now paid off) and we continue to provide specific
facilities to our customer for their exclusive use. The contract provides an
excess mission charge for missions in excess of four annually. In recent years
and in the foreseeable future, we do not anticipate that our customer will
utilize the full minimum of four missions. Our required level of support is
consistent throughout the year since we are obligated to maintain essentially
the same level of support with or without a mission, and our quarterly payments
are fixed as to amount and period through the year.

Note 9, Convertible Preferred Stock, page 54

7.               The Note 9 you reference erroneously
states that “No dividends are payable on the convertible preferred shares.” We
will correct this disclosure on all future filings. The Series C Convertible
Preferred Stock issued in the exchange offer disclosed in note 27 on page 65
also participates in dividends with common stock. Neither the Series B nor the
Series C preferred stock are paid dividends other than the rights to
participate with the common stock. Both the Series B and the Series C
convertible preferred stock issues have now been converted into common stock. The
Company has never paid a dividend to its common or preferred stockholders.

Since there are no dividends specifically applicable to the preferred
stock, all earnings are available to the common stock as required under FAS 128
and EITF 03-6 for presenting per share amounts.

Note 15, Segment Information, page 60

8.               The specific products and services
offered by our three business segments, SPACEHAB Flight Services, Astrotech and
SPACEHAB Government Services, are discussed in Note 1 and Note 15 of our
financial statements. These disclosures, particularly in Note 1 include
disclosure of services, customers and facilities. We include a more
comprehensive discussion of our Business Units in Item 1 on page 2 of our Form
10-K. In response to your observation regarding paragraph 37 of FAS 131, on
future filings we will enhance the disclosure discussion in the footnotes to
our financial statements reflecting on segment information.

9.               Our Flight Services segment provides
specific assets and payload processing facilities in support of U.S. space
shuttle missions. The specific assets consist of habitable space modules that
fit into the bay of the space shuttle to provide cargo and research capability
along with living and work quarters for astronauts while in orbit. The Flight
Services segment operates a payload processing facility outside of Cape
Canaveral Air Force Base, Florida. Our SPACEHAB Flight Services is human
spaceflight based and our payload processing includes stowage and configuration
of cargo, astronaut training, and use of our proprietary space assets. The
payload processing facility was sold in 2005 and

5

is currently leased back from the owner and supports continuing space
shuttle activities and several sub-tenants. In our fiscal year 2007, we
recorded an impairment for our modules and other space shuttle supporting
assets, reducing the net asset value.

Although our Astrotech segment provides payload processing facilities,
these facilities are specifically designed to support satellite and related
operations and are not used in our Fight Services space shuttle operations. The
Astrotech facilities are located outside of Kennedy Space Center, Florida and Vandenberg
Air Force Base, California. As discussed previously, the Astrotech segment
assets consist of significant long-lived buildings and related assets expected
to provide service well beyond the life of the U.S. space shuttle program.

Our Government Services segment provides personnel who work at
facilities provided by Johnson Space Center or other contractors in Houston,
Texas and who utilize equipm

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

CORRESP
1
filename1.htm

Acceleration Request

 SPACEHAB, Inc.

 12130 Highway 3, Bldg. 1

 Webster, Texas 77598-1504

 1.713.558.5000

 fax: 1.713.558.5960

 www.spacehab.com

 August 31, 2005

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Pamela W. Carmody

Re:
Spacehab, Incorporated

 Acceleration Request to
Registration Statement on Form S-4, filed on July 21, 2005, as amended, File No. 333-126772 (“Registration Statement”)

 Ladies and Gentlemen:

 Spacehab, Incorporated requests that the effective date of the Registration Statement be accelerated so that such Registration Statement will be declared
effective at 10:00 a.m., New York City time, on Friday, September 2, 2005, or as soon thereafter as practicable. In reference to this acceleration request, Spacehab, Incorporated hereby acknowledges that:

•

should the Securities and Exchange Commission (“Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

•

the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 Very truly yours,

 Spacehab, Incorporated

By:

 /s/ Michael E. Kearney

 Michael E. Kearney

 President and

 Chief Executive Officer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

						August 22, 2005

Via U.S. Mail

Michael E. Kearney
SPACEHAB, Inc.
12130 State Highway 3, Building 1
Webster, TX  77598

Re:	SPACEHAB, Inc.
		File No. 333-126772
		Form S-4/A, filed August 16, 2005

Dear Mr. Kearney:

We have reviewed your revised filing and have the following
comments.

Form S-4

General

Forward-Looking Statements, page iii
1. We note the revisions made in response to our prior comment 5.
The PSLRA specifically excludes statements, including forward-
looking
statements, made in connection with tender offers from the safe
harbor provided by Section 27A of the Securities Act.  See Section
27A(b)(2)(C) of the Securities Act.  Your exclusion of "statements
relating to the exchange offer and consent solicitation" from the
meaning of "forward-looking statements" appears too limited.
Revise
to clarify that forward-looking statements made in connection with
the offer are not within the safe harbor provided by the PSRLA.

Material U.S. Federal Income Tax Considerations, page 83
2. The opinion provided by Haynes and Boone LLP indicates that the
discussion under this heading is the opinion of counsel.  Please
revise the discussion accordingly to state that it is the opinion
of
counsel.

      Please direct any questions to me at (202) 551-3265. You may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

						Sincerely,

						Pamela W. Carmody
						Special Counsel
						Office of Mergers and Acquisitions

cc: Arthur S. Berner, Esq. (via fax (713) 236-5652)
??

??

??

??

Michael E. Kearney
SPACEHAB, Inc.
August 22, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
						August 5, 2005

Via U.S. Mail

Michael E. Kearney
SPACEHAB, Inc.
12130 State Highway 3, Building 1
Webster, TX  77598

Re:	SPACEHAB, Inc.
		File No. 333-126772
		Form S-4, filed July 21, 2005

	Schedule TO-I filed July 21, 2005
	SEC File No. 005-44975

Dear Mr. Kearney:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that 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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-4

General
1. Under the terms of your exchange offer, the tender of
securities
is considered the execution of a consent (see Consent
Solicitation,
page 5), and the tender of $60,087,500 of the outstanding notes is
a
condition for your completion of the exchange offer.  Thus, it
appears that the consent solicited is part of the interest
tendered
by the security holders and thus subject to the tender offer
rules.
Please revise your consent solicitation to comply with the
provisions
of the applicable tender offer rules, including Rule 13e-4 and
Regulation 14E.  In this respect, note that pursuant to Rule 14e-
1(c)
you may not accept the consents prior to the expiration date of
the
exchange offer and consent solicitation (which appears to be part
of
the current terms of the transaction per the disclosure in the
second
sentence of the paragraph Consent Solicitation on page 5).
2. Please advise us whether the original securities were
registered
pursuant to Section 12 of the 1934 Act.  To the extent they are so
registered, please revise to comply with the applicable rules of
Regulation 14A, including Schedule 14A.

Where You Can Find More Information, page ii
3. Please update the information to provide a reference to the
Commission`s new address at 100 F Street, N.E., Washington, D.C.
20549.
4. While we recognize that any documents you files pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the
date
the prospectus is declared effective may be deemed incorporated by
reference into the Form S-4, Schedule TO-I does not permit
forward-
incorporation by reference.  Please confirm that the Schedule TO-I
will be amended to specifically include any information that is
deemed to be forward-incorporated by reference into the Form S-4,
or
advise.

Forward-Looking Statements, page iii
5. We note your reference to Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934.  Note
that the safe harbor protections for forward-looking statements
contained in those federal securities laws do not apply to
statements
made in connection with a tender offer.  See Section 21E(b)(2)(C)
of
the Securities Exchange Act of 1934 and Regulation M-A telephone
interpretation M.2 available at www.sec.gov in the July 2001
Supplement to the Division of Corporation Finance`s Manual of
Publicly Available Telephone Interpretations.  Please delete the
reference or clarify that it is not applicable to the tender
offer.

The Exchange Offer and Consent Solicitation, page 5
6. We note that the offer is scheduled to expire at 5:00 p.m. on
the
expiration date.  Please confirm in your response letter that you
will hold your offer open until at least midnight on the 20th
business day subsequent to commencement, as required by Rules 13e-
4(f)(1)(i) and 14e-1(b).  See Rule 13e-4(a)(3) for additional
guidance on the definition of "business day."
7. We note that you have entered into a memorandum of
understanding
with SMH Capital Advisors whereby SMH has stated its intent to
tender
all securities over which it holds discretionary authority.  This
appears to be a lock-up agreement with respect to the securities
held
by SMH.  Please provide us your analysis of whether the lock-up is
consistent with our previous guidance.  See Section VIII.A.9 of
the
Current Issues Outline (November 14, 2000) which addresses the
execution of lock-up agreements in connection with business
combination transactions.  Also, tell us why did the execution of
the
lock-up agreement not constitute an "offer" and "sale" under the
Securities Act?  Finally, tell us whether you communicated with
any
other security holders regarding their intention to tender their
securities.

The Exchange Offer and Consent Solicitation - Expiration Date,
page
71
8. We note you reserve the right to "interpret, waive or amend the
terms of the exchange offer in any manner."  Revise to clarify
your
ability to "interpret" the terms of the offer.  Note that a tender
offer may be conditioned on a variety of events and circumstances,
provided that they are not within the direct or indirect control
of
the bidder, and are drafted with sufficient specificity to allow
for
objective verification that the conditions have been satisfied.
9. Revise to indicate that a material change to the offer may
require
recirculation of an amended prospectus or prospectus supplement.

Withdrawal of Tenders of Notes, page 105
10. Disclose that notes not yet accepted for exchange after the
expiration of forty business days from the commencement of the
offer
may be withdrawn.  Refer to Rule 13e-4(f)(2)(ii).

The Exchange Offer and Consent Solicitation - Conditions, page 77
11. Refer to the disclosure in the introductory paragraph, which
relates to the company`s determination whether the triggering of a
condition "makes it inadvisable" to proceed with the exchange
offer.
Please note that, when a condition is triggered and the issuer
decides to proceed with the offer anyway, we believe that this
constitutes a waiver of the triggered condition(s). You may not
rely
on this language to tacitly waive a condition of the offer by
failing
to assert it.  Please confirm your understanding on a supplemental
basis.
12. We note that the exchange offer is conditioned on the valid
tender of $60,087,500 of the outstanding notes.  Please confirm
that
if you waive this or any other material condition to the offer,
you
will revise the offer to reflect the material change and to allow
a
minimum of five business days to remain in the offer from the date
of
dissemination of the notice of the material change.
13. We note that the exchange offer is conditioned on the approval
of
an amendment to your articles of incorporation to increase the
number
of authorized shares of common stock.  We further note that you
have
not filed a proxy statement soliciting proxies for such
shareholder
approval.  Please tell us supplementally whether you intend to
hold a
meeting of shareholders prior to the expiration of the exchange
offer.
14. We note that the condition in the fourth bullet point is
subject
to a determination of adverse tax consequences based on your
judgment.  Please revise here and throughout the prospectus, as
applicable, to include a reasonableness standard.  The ability of
the
issuer to determine, in its sole discretion, whether a condition
has
occurred may render the offer illusory.

Certain U.S. Federal Income Tax Considerations, page 81
15. We note your disclosure that this section summarizes "certain"
of
the federal income tax consequences of the exchange offer.  Please
ensure that you discuss all such material consequences. Further,
please provide an opinion of counsel regarding the material
consequences and revise the discussion to reflect the receipt of
such
opinion.

Letter of Transmittal
16. The letter of transmittal improperly asks option holders to
warrant that they have "received and reviewed" the prospectus and
the
letter.  Please revise to delete the requirement that security
holders certify that they have "received and reviewed" the
exchange
offer.  Alternatively, amend the letter to include a legend in
bold
typeface that indicates the company neither views the
representation
made by security holders that they have reviewed the offering
materials as a waiver of liability and that the company promises
not
to assert that this provision constitutes a waiver of liability.

Legal Opinion
17. Please revise the legal opinion to ensure it addresses the
legality of the shares underlying your convertible notes.  See
Item
601(b)(5) of Regulation S-K.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
bidder and its management are in possession of all facts relating
to
the 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 bidder is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the bidder 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Pam Carmody, Special Counsel, at (202) 551-3265.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

						Sincerely,

						Daniel F. Duchovny
						Attorney-Advisor
						Office of Mergers and Acquisitions

cc: Arthur S. Berner, Esq. (via fax (713) 236-5652)
??

??

??

??

Michael E. Kearney
SPACEHAB, Inc.
August 5, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>