SpaceDev announced Tuesday that it has completed the acquisition of all the outstanding common stock of Space Innovations Limited (SIL) of Newbury, England, in exchange for SpaceDev common stock.

SIL now becomes SpaceDev's second wholly owned subsidiary along

with Integrated Space Systems (ISS) of San Diego.

SIL is a space engineering company that specializes in the design

and manufacture of satellite products, subsystems and complete small

satellites, which generally weigh between 50 and 500 kilograms. This

type of Earth orbiting satellite is often used for scientific and

remote sensing applications. They could also form the basis of

satellites for constellations similar to Teledesic, Globelstar and

Iridium.

SIL recorded sales of approximately 745,000 U.K. pounds and

profits of 20,800 U.K. pounds according to unaudited company records

for the six-month period ended June 30, 1998. Based on current

exchange rates, this is approximately $1.25 million in sales and

approximately $35,000 in profits.

"The acquisition of SIL adds an important element in building a

compressive space company," said Jim Benson, SpaceDev chairman and

CEO. "SpaceDev now has the ability to design missions, small

satellites and spacecraft, to build and test satellites and

spacecraft, to perform launch vehicle integration, and to build and

operate ground control stations.

"Furthermore, we intend to continue looking for other small,

profitable space-related companies that can help complete the SpaceDev

vision," said Benson.

SpaceDev, the world's first commercial space exploration company,

intends to launch the first private mission to leave Earth orbit,

assess and to land on another planetary body with its Near Earth

Asteroid Prospector (NEAP).

SpaceDev is selling commercial rides for scientific instruments

to governments and companies to transport their instruments and

experiments through deep space to near Earth asteroid 1982 DB Nereus.

SpaceDev intends to sell the scientific data acquired by its own

instruments as commercial products. Colorado-based SpaceDev has

offices in San Diego and Washington, D.C.

FYI

The foregoing news release includes numerous forward-looking

statements concerning the company's business and future prospects and

other similar statements that do not concern matters of historical

fact. The federal securities laws provide a limited "safe harbor" for

certain forward-looking statements. Forward-looking statements in this

news release relating to product development, business prospects and

development of a commercial market for technological advances are

based on the company's current expectations. The company's current

expectations are subject to all of the uncertainties and risks

customarily associated with new business ventures including, but not

limited to, market conditions, successful product development and

acceptance, competition and overall economic conditions, as well as

the risk of adverse regulatory actions. The company's actual results

may differ materially from current expectations. Readers are cautioned

not to put undue reliance on forward-looking statements. The company

disclaims any intent or obligation to update publicly these

forward-looking statements, whether as a result of new information,

future events or for any other reason.

SpaceDev