UNITED STATES SECURITIES AND EXCHANGE COMMISSION

          Securities Act of 1933
          Release No.  7561 / August 6, 1998

          Securities Exchange Act of 1934
          Release No. 40307 / August 6, 1998

          Administrative Proceeding File No. 3-9668

          PROCEEDINGS INSTITUTED AGAINST SPACEDEV, INC. AND JAMES W. BENSON

          The Commission announced that it has instituted public
          administrative proceedings pursuant to Section 8A of the
          Securities Act of 1933 ("Securities Act") and Section 21C of the
          Securities Exchange Act of 1934 ("Exchange Act") seeking cease-
          and-desist orders against Spacedev, Inc., headquartered in San
          Diego, California, and its chairman, James W. Benson, who
          maintains residences in Virginia and Colorado.  Spacedev is a
          microcap company whose stock is quoted on the OTC bulletin board
          and which has promoted itself extensively through the Internet
          and other media.  It proposes to engage in the business of
          commercial space exploration and development, and intends to
          launch an unmanned spacecraft to a near earth asteroid in
          approximately the year 2000.

          In its Order the Commission alleges that the respondents violated
          the antifraud provisions of the federal securities laws through
          several false and misleading statements disseminated to the
          public in press releases, a newsletter, and over the Internet.
          These statements concerned:  (1) projections of millions of
          dollars in revenues and earnings for 1998 made without a
          reasonable basis and without disclosure of numerous
          contingencies, including the need for approval of customers'
          projects by the National Aeronautics and Space Administration
          ("NASA"); (2) false statements that Spacedev had an agreement
          with NASA for the use of its Deep Space Network, a satellite
          communication system necessary to accomplish Spacedev's asteroid
          mission; and (3) false statements pertaining to Spacedev's
          financing agreement with a broker-dealer.

          A hearing will be scheduled to determine whether the allegations
          are true and, if so, whether a cease and desist order should be
          issued.