Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  BAIN MICHAEL E
 2. Date of Event Requiring Statement (Month/Day/Year)
05/12/2005		 3. Issuer Name and Ticker or Trading Symbol
SPACEHAB INC \WA\ [SPAB]
(Last)
(First)
(Middle)
12130 HIGHWAY 3, BUILDING 1		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WEBSTER, TX 77598		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 60,496
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options 07/31/1997 07/31/2005 Common Stock 875 $ 8.88 D  
Stock Options 04/25/1997 04/25/2006 Common Stock 4,287 $ 6.625 D  
Stock Options 10/21/1998 10/21/2006 Common Stock 1,750 $ 11 D  
Stock Options 07/01/1999 07/01/2007 Common Stock 3,000 $ 11.75 D  
Stock Options 07/01/2000 07/01/2008 Common Stock 4,000 $ 5.125 D  
Stock Options 07/03/2001 07/03/2010 Common Stock 12,000 $ 4.875 D  
Stock Options 07/01/2004 02/12/2011 Common Stock 12,000 $ 3.438 D  
Stock Options 09/17/2003 09/17/2012 Common Stock 12,000 $ 0.7 D  
Stock Options 08/07/2004 08/07/2013 Common Stock 12,000 $ 1.02 D  
Stock Options 08/16/2005 08/16/2014 Common Stock 12,000 $ 2.41 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAIN MICHAEL E
12130 HIGHWAY 3
BUILDING 1
WEBSTER, TX 77598		       Chief Operating Officer  

Signatures

Brian K. Harrington by Power of Attoney for Michael E. Bain 05/25/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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