SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

                             _______________


                                FORM 8-K

                             CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

    Date of Report (date of Earliest Event Reported) - March 26, 1999


                             _______________


                         Spacehab, Incorporated
         (Exact name of registrant as specified in its charter)


          Washington                   0-27206             91-1273737
 (State or other jurisdiction     (Commission File        (IRS Employer
      of Incorporation)                Number)         Identification No.)




     300 D Street, SW, Suite 814, Washington, DC              20024
       (Address of principal executive offices)            (Zip Code)


                             (202) 488-3500
          (Registrant's telephone number, including area code)


        1595 Spring Hill Road, Suite 360, Vienna, Virginia 22182

         (Former name or address, if changed since last report)


Item 5.  Other Events.

      On March 26, 1999, the Board of Directors of Spacehab, Inc. (the
"Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, no par value per
share (the "Common Shares"), of the Company.  The dividend is payable
on April 9, 1999 (the "Record Date") to the stockholders of record on
that date. Each Right entitles the registered holder to purchase from
the Company one one-thousandth of a share of Series A Junior
Participating Preferred Stock of the Company, par value $.01 per share
(the "Preferred Shares"), at a price of $35 per one one-thousandth of a
Preferred Share (the "Purchase Price"), subject to adjustment.  The
description and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement") between the Company and American Stock
Transfer & Trust Company as Rights Agent (the "Rights Agent").

Distribution Date; Exercisability

      Initially, the Rights will be attached to all Common Share
certificates and no separate Rights certificates will be issued.
Separate certificates evidencing the Rights ("Right Certificates") will
be mailed to holders of record of the Common Shares as of the close of
business on the earlier to occur of (i) a public announcement that a
person or group of affiliated or associated persons (an "Acquiring
Person") has acquired beneficial ownership of 15% or more of the
outstanding Common Shares or (ii) such date as may be determined by
action of the Board of Directors of the Company, upon approval of a
majority of the Continuing Directors (as defined below), following the
commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of the
outstanding Common Shares (the earlier of such dates being the
"Distribution Date").

      The Rights Agreement provides that, until the Distribution Date
(or earlier redemption or expiration of the Rights), (i) the Rights
will be transferred with and only with the Common Shares, (ii) new
Common Share certificates issued after the Record Date upon transfer or
new issuance of Common Shares will contain a notation incorporating the
Rights Agreement by reference and (iii) the surrender for transfer of
any certificates for Common Shares outstanding as of the Record Date
will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate.

      The Rights are not exercisable until the Distribution Date.  The
Rights will expire on April 9, 2009 (the "Expiration Date"), unless the
Expiration Date is extended or unless the Rights are earlier redeemed
or exchanged by the Company, in each case, as described below.

Flip-In

      If a person or group becomes an Acquiring Person, each holder of
a Right will thereafter have the right to receive, upon exercise,
Common Shares (or, in certain circumstances, Preferred Shares or other
similar securities of the Company) having a value equal to two times
the exercise price of the Right.  Notwithstanding any of the foregoing,
following the existence of an Acquiring Person, all Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void.

      For example, at an exercise price of $35 per Right, each Right
not owned by an Acquiring Person following an event set forth in the
preceding paragraph would entitle its holder to purchase $70 worth of
Common Shares (or other consideration, as noted above) for $35.
Assuming a value of $17.50 per Common Share at such time, the holder of
each valid Right would be entitled to purchase four Common Shares for
$35.

Flip-Over

      In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated
assets or earning power are sold after a person or group has become an
Acquiring Person, proper provision will be made so that each holder of
a Right will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that number of
shares of common stock of the acquiring company which at the time of
such transaction will have a market value of two times the exercise
price of the Right.  In the event that any person or group becomes an
Acquiring Person, proper provision shall be made so that each holder of
a Right, other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to
receive upon exercise that number of Common Shares having a market
value of two times the exercise price of the Right.

Exchange

      At any time after any person or group becomes an Acquiring Person
and prior to the acquisition by such person or group of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by such person or
group which will have become void), in whole or in part, at an exchange
ratio of one Common Share, or one one-thousandth of a Preferred Share
(or of a share of a class or series of the Company's preferred stock
having equivalent rights, preferences and privileges), per Right
(subject to adjustment).

Redemption

      At any time prior to the existence of an Acquiring Person, the
Board of Directors of the Company may redeem the Rights, in whole but
not in part, at a price of $.01 per Right (the "Redemption Price").
The redemption of the Rights may be made effective at such time on such
basis with such conditions as the Board of Directors, in its sole
discretion, may establish. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.

Amendment

      The terms of the Rights may be amended by the Board of Directors
of the Company without the consent of the holders of the Rights, except
that from and after the existence of an Acquiring Person no such
amendment may adversely affect the interests of the holders of the
Rights (other than the Acquiring Person).

Continuing Directors

      A determination, approval, consent or other action of the "Board
of Directors" shall require approval or consent by a majority of the
Continuing Directors (as defined below), provided that no such approval
or consent would be required after six months from the date the
Continuing Directors cease to constitute a majority of the members of
the Board of Directors.

      "Continuing Director" means a member of the Board of Directors,
who is not an Acquiring Person or a representative or nominee of an
Acquiring Person, and who either (i) was a member of the Board of
Directors on the date of the Rights Agreement or (ii) subsequently
became a member of the Board of Directors, and whose nomination for
election or election to the Board of Directors was recommended or
approved by a majority of the Continuing Directors then on the Board of
Directors.  For purposes of the Rights Agreement, a determination,
calculation, interpretation or other action shall not be deemed
approved by a majority of the Continuing Directors unless there is at
least one Continuing Director in office who approved such action.

Adjustment

      The number of outstanding Rights and the number of one
one-thousandths of a Preferred Share issuable upon exercise of each
Right are subject to adjustment under certain circumstances.

Preferred Stock

      Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-thousandth
interest in a Preferred Share purchasable upon exercise of each Right
should approximate the value of one Common Share.

Rights of Holders

      Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.

Further Information

      A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to a Registration Statement on
Form 8-A dated March 30, 1999. A copy of the Rights Agreement is
available free of charge from the Company.  This summary description of
the Rights does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, which is hereby
incorporated herein by reference.

Item 7.     Financial Statements, Pro Forma Financial Information and 
                  Exhibits.

      (a)   Not applicable
      (b)   Not applicable
            (c)   Exhibit 1   Restated Certificate of Incorporation of
                            the Company (incorporated by reference to
                            Exhibit 3(a) to Registration Statement No.
                            33-97812).

                  Exhibit 2   Rights Agreement, dated as of March 26,
                            1999, between Spacehab, Incorporated and
                            American Stock Transfer & Trust Company, as
                            Rights Agent.  The Rights Agreement includes
                            the Designation of Rights, Terms and
                            Preferences of Series A Junior Preferred
                            Stock as Exhibit A, the form of Rights
                            Certificate as Exhibit B and the Summary of
                            Rights as Exhibit C.

                  Exhibit 3   Press Release, dated March 26, 1999,
                            announcing adoption of the Stockholder Rights
                            Plan.


                            
                               SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized.

                              SPACEHAB, INC.

                              By: _____/s/ David A. Rossi    
                                  Name:  David A. Rossi
                                  Title: President and Chief Operating Officer


Dated: March 31, 1999


                             EXHIBIT INDEX


Exhibit No.             Description

      1                 Restated
                      Certificate of
                      Incorporation of the
                      Company (incorporated by
                      reference to Exhibit 3(a)
                      to Registration Statement
                      No. 33-97812).

      2                 Rights Agreement, dated
                      as of March 26, 1999,
                      between Spacehab,
                      Incorporated and American
                      Stock Transfer & Trust
                      Company, as Rights Agent.
                      The Rights Agreement
                      includes the Designation of
                      Rights, Terms and
                      Preferences of Series A
                      Junior Preferred Stock as
                      Exhibit A, the form of
                      Rights Certificate as
                      Exhibit B and the Summary
                      of Rights as Exhibit C.

      3                 Press Release, dated
                      March 26, 1999, announcing
                      adoption of the Stockholder
                      Rights Plan.
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SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

                             _______________

                                FORM 8-K

                             CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

    Date of Report (date of Earliest Event Reported) - March 26, 1999

                             _______________

                         Spacehab, Incorporated
         (Exact name of registrant as specified in its charter)

          Washington                   0-27206             91-1273737
 (State or other jurisdiction     (Commission File        (IRS Employer
      of Incorporation)                Number)         Identification No.)

     300 D Street, SW, Suite 814, Washington, DC              20024
       (Address of principal executive offices)            (Zip Code)

                             (202) 488-3500
          (Registrant's telephone number, including area code)

        1595 Spring Hill Road, Suite 360, Vienna, Virginia 22182

         (Former name or address, if changed since last report)

Item 5.  Other Events.

      On March 26, 1999, the Board of Directors of Spacehab, Inc. (the
"Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, no par value per
share (the "Common Shares"), of the Company.  The dividend is payable
on April 9, 1999 (the "Record Date") to the stockholders of record on
that date. Each Right entitles the registered holder to purchase from
the Company one one-thousandth of a share of Series A Junior
Participating Preferred Stock of the Company, par value $.01 per share
(the "Preferred Shares"), at a price of $35 per one one-thousandth of a
Preferred Share (the "Purchase Price"), subject to adjustment.  The
description and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement") between the Company and American Stock
Transfer & Trust Company as Rights Agent (the "Rights Agent").

Distribution Date; Exercisability

      Initially, the Rights will be attached to all Common Share
certificates and no separate Rights certificates will be issued.
Separate certificates evidencing the Rights ("Right Certificates") will
be mailed to holders of record of the Common Shares as of the close of
business on the earlier to occur of (i) a public announcement that a
person or group of affiliated or associated persons (an "Acquiring
Person") has acquired beneficial ownership of 15% or more of the
outstanding Common Shares or (ii) such date as may be determined by
action of the Board of Directors of the Company, upon approval of a
majority of the Continuing Directors (as defined below), following the
commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of the
outstanding Common Shares (the earlier of such dates being the
"Distribution Date").

      The Rights Agreement provides that, until the Distribution Date
(or earlier redemption or expiration of the Rights), (i) the Rights
will be transferred with and only with the Common Shares, (ii) new
Common Share certificates issued after the Record Date upon transfer or
new issuance of Common Shares will contain a notation incorporating the
Rights Agreement by reference and (iii) the surrender for transfer of
any certificates for Common Shares outstanding as of the Record Date
will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate.

      The Rights are not exercisable until the Distribution Date.  The
Rights will expire on April 9, 2009 (the "Expiration Date"), unless the
Expiration Date is extended or unless the Rights are earlier redeemed
or exchanged by the Company, in each case, as described below.

Flip-In

      If a person or group becomes an Acquiring Person, each holder of
a Right will thereafter have the right to receive, upon exercise,
Common Shares (or, in certain circumstances, Preferred Shares or other
similar securities of the Company) having a value equal to two times
the exercise price of the Right.  Notwithstanding any of the foregoing,
following the existence of an Acquiring Person, all Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void.

      For example, at an exercise price of $35 per Right, each Right
not owned by an Acquiring Person following an event set forth in the
preceding paragraph would entitle its holder to purchase $70 worth of
Common Shares (or other consideration, as noted above) for $35.
Assuming a value of $17.50 per Common Share at such time, the holder of
each valid Right would be entitled to purchase four Common Shares for
$35.

Flip-Over

      In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated
assets or earning power are sold after a person or group has become an
Acquiring Person, proper provision will be made so that each holder of
a Right will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that number of
shares of common stock of the acquiring company which at the time of
such transaction will have a market value of two times the exercise
price of the Right.  In the event that any person or group becomes an
Acquiring Person, proper provision shall be made so that each holder of
a Right, other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to
receive upon exercise that number of Common Shares having a market
value of two times the exercise price of the Right.

Exchange

      At any time after any person or group becomes an Acquiring Person
and prior to the acquisition by such person or group of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by such person or
group which will have become void), in whole or in part, at an exchange
ratio of one Common Share, or one one-thousandth of a Preferred Share
(or of a share of a class or series of the Company's preferred stock
having equivalent rights, preferences and privileges), per Right
(subject to adjustment).

Redemption

      At any time prior to the existence of an Acquiring Person, the
Board of Directors of the Company may redeem the Rights, in whole but
not in part, at a price of $.01 per Right (the "Redemption Price").
The redemption of the Rights may be made effective at such time on such
basis with such conditions as the Board of Directors, in its sole
discretion, may establish. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.

Amendment

      The terms of the Rights may be amended by the Board of Directors
of the Company without the consent of the holders of the Rights, except
that from and after the existence of an Acquiring Person no such
amendment may adversely affect the interests of the holders of the
Rights (other than the Acquiring Person).

Continuing Directors

      A determination, approval, consent or other action of the "Board
of Directors" shall require approval or consent by a majority of the
Continuing Directors (as defined below), provided that no such approval
or consent would be required after six months from the date the
Continuing Directors cease to constitute a majority of the members of
the Board of Directors.

      "Continuing Director" means a member of the Board of Directors,
who is not an Acquiring Person or a representative or nominee of an
Acquiring Person, and who either (i) was a member of the Board of
Directors on the date of the Rights Agreement or (ii) subsequently
became a member of the Board of Directors, and whose nomination for
election or election to the Board of Directors was recommended or
approved by a majority of the Continuing Directors then on the Board of
Directors.  For purposes of the Rights Agreement, a determination,
calculation, interpretation or other action shall not be deemed
approved by a majority of the Continuing Directors unless there is at
least one Continuing Director in office who approved such action.

Adjustment

      The number of outstanding Rights and the number of one
one-thousandths of a Preferred Share issuable upon exercise of each
Right are subject to adjustment under certain circumstances.

Preferred Stock

      Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-thousandth
interest in a Preferred Share purchasable upon exercise of each Right
should approximate the value of one Common Share.

Rights of Holders

      Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.

Further Information

      A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to a Registration Statement on
Form 8-A dated March 30, 1999. A copy of the Rights Agreement is
available free of charge from the Company.  This summary description of
the Rights does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, which is hereby
incorporated herein by reference.

Item 7.     Financial Statements, Pro Forma Financial Information and 
                  Exhibits.

      (a)   Not applicable
      (b)   Not applicable
            (c)   Exhibit 1   Restated Certificate of Incorporation of
                            the Company (incorporated by reference to
                            Exhibit 3(a) to Registration Statement No.
                            33-97812).

                  Exhibit 2   Rights Agreement, dated as of March 26,
                            1999, between Spacehab, Incorporated and
                            American Stock Transfer & Trust Company, as
                            Rights Agent.  The Rights Agreement includes
                            the Designation of Rights, Terms and
                            Preferences of Series A Junior Preferred
                            Stock as Exhibit A, the form of Rights
                            Certificate as Exhibit B and the Summary of
                            Rights as Exhibit C.

                  Exhibit 3   Press Release, dated March 26, 1999,
                            announcing adoption of the Stockholder Rights
                            Plan.

                            
                               SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized.

                              SPACEHAB, INC.

                              By: _____/s/ David A. Rossi    
                                  Name:  David A. Rossi
                                  Title: President and Chief Operating Officer

Dated: March 31, 1999

                             EXHIBIT INDEX

Exhibit No.             Description

      1                 Restated
                      Certificate of
                      Incorporation of the
                      Company (incorporated by
                      reference to Exhibit 3(a)
                      to Registration Statement
                      No. 33-97812).

      2                 Rights Agreement, dated
                      as of March 26, 1999,
                      between Spacehab,
                      Incorporated and American
                      Stock Transfer & Trust
                      Company, as Rights Agent.
                      The Rights Agreement
                      includes the Designation of
                      Rights, Terms and
                      Preferences of Series A
                      Junior Preferred Stock as
                      Exhibit A, the form of
                      Rights Certificate as
                      Exhibit B and the Summary
                      of Rights as Exhibit C.

      3                 Press Release, dated
                      March 26, 1999, announcing
                      adoption of the Stockholder
                      Rights Plan.