SPACEHAB, Incorporated, a leading provider of commercial space services, announced today that it has filed with the Securities and Exchange Commission a post-effective amendment to its registration statement (the “Amendment”) in connection with its offer to exchange and consent solicitation for up to $63,250,000 in aggregate principal amount of its 5.5% Senior Convertible Notes due 2010 (the “Exchange Notes”) for any and all of its existing 8.0% Convertible Subordinated Notes due 2007 (the “Outstanding Notes”).

The Amendment decreases the aggregate principal amount of Outstanding Notes that must be tendered and not withdrawn prior to the expiration date from $60,087,500 to $50,600,000. The Amendment also decreases the conversion price for the Company’s 5.5% Senior Convertible Notes from a range of $2.12 to $2.50 to a fixed price of $1.50 and modifies the conversion procedure. Likewise, the Exchange Notes will be automatically converted into shares of the Company’s common stock at any time prior to maturity at a conversion price of $1.50 per share if the closing price for the Company’s common stock exceeds $1.95 for 20 consecutive trading days.

The Company has also agreed to add a covenant to the indenture governing the Exchange Notes which places restrictions on the sale of or placement of liens upon Astrotech Space Operations, Inc., Astrotech Florida Holdings, Inc. and their respective assets.

Under the Amendment the Company extends the expiration date of the offer to exchange and consent solicitation until 5:00 p.m. New York City time on November 16, 2005 subject to further extension. The special meeting of shareholders originally scheduled to be held on October 5, 2005 and postponed until October 25, 2005, has now been further postponed until 10:00 a.m. Houston time on November 10, 2005. The special meeting of shareholders will be held at the Company’s executive offices at 12130 State Highway 3, Building 1, Webster, Texas 77598.

As of the close of business on October 19, 2005, $43,656,000 aggregate principal amount of the Outstanding Notes had been tendered and not withdrawn. Under the Amendment holders must tender their Outstanding Notes prior to 5:00 p.m., New York City time, on November 16, 2005, the new expiration date, if they wish to participate in the exchange offer. Holders who have already tendered and have not withdrawn their Outstanding Notes do not need to take further action in order to participate in the exchange offer.

Copies of the prospectus meeting the requirements of Section 10 of the Securities Act of 1933, the letter of transmittal, and other exchange materials governing the exchange offer and consent solicitation may be obtained from the Information Agent, CapitalBridge, by calling toll free to 877-746-3583. Copies of the exchange offer and consent solicitation materials may be obtained free of charge from the SEC’s website at http://www.sec.gov/.

HOLDERS OF THE NOTES AND OTHER INTERESTED PARTIES ARE ENCOURAGED TO CAREFULLY READ THOSE MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE OFFER TO EXCHANGE AND CONSENT SOLICITATION.

This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to any securities. The exchange offer and consent solicitation is being made solely by the prospectus filed with the Securities and Exchange Commission.

About SPACEHAB, Incorporated

SPACEHAB, Incorporated (www.spacehab.com) is a leading provider of commercial and government space services with three primary business units. The Flight Services business unit develops, owns, and operates habitat and laboratory modules and cargo carriers aboard NASA’s Space Shuttles for Space Station resupply and research purposes. SPACEHAB’s Astrotech subsidiary provides payload processing support services for both commercial and government customers at company-owned facilities in Florida and California. The Company’s Government Services business unit supports NASA’s Johnson Space Center providing configuration management, product engineering, and support services for both the Space Station and Space Shuttle programs. Additionally, through The Space Store, Space Media provides space merchandise to the public and space enthusiasts worldwide (www.thespacestore.com).

The statements in this document may contain forward-looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, trends, and uncertainties that could cause actual results to be materially different from the forward-looking statement. These factors include, but are not limited to, continued government support and funding for key space programs, product performance and market acceptance of products and services, as well as other risk factors and business considerations described in the company’s Securities & Exchange Commission filings including the annual report on Form 10-K. Any forward-looking statements in this document should be evaluated in light of these important risk factors. The Company assumes no obligation to update these forward-looking statements.

Contact:

SPACEHAB, Inc., Houston
Kimberly Campbell, 713-558-5049
campbell@spacehab.com