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):

                            February 12, 1997


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


                               Washington
                (State or jurisdiction of incorporation)


      0-27206                                         91-1273737
(Commission File Number)                  (IRS Employer Identification No.)



              1595 Spring Hill Road, Vienna, Virginia 22182
          (Address of principal executive offices)   (Zip Code)


                             (703) 821-3000
                     (Registrant's Telephone Number)







<PAGE>

Item 2.  Acquisition or Disposition of Assets

     On February 12, 1997,  pursuant to the Asset Purchase Agreement dated as of
February 5, 1997 (the "Asset Purchase Agreement"),  Spacehab,  Incorporated (the
"Registrant"),  through its wholly-owned subsidiary,  Spacehab Acquisition Corp.
("Buyer"),   acquired  substantially  all  of  the  assets  of  Astrotech  Space
Operations,  L.P.  ("Seller"),  a  subsidiary  of Northrop  Grumman  Corporation
("Northrop").  The  purchase  includes  Seller's  satellite  payload  processing
facilities and related business (the  "Business").  A copy of the Asset Purchase
Agreement  is filed  herewith  as  Exhibit  2.1 and an  amendment  to the  Asset
Purchase  Agreement is filed as Exhibit  2.2, and  reference is made thereto for
the complete terms and conditions thereof.

     The purchase price of $19 million in cash (subject to adjustment  following
an audit of the  closing  date  balance  sheet of  Seller)  was  based  upon the
estimated  net  assets  to be  acquired  as well  as the  value  of the  ongoing
business.  Registrant obtained the funds for the purchase price from the initial
public offering of shares of its Common Stock, completed in December 1995.

     Registrant  intends to continue to use the assets  purchased from Seller in
operation of the Business,  which will be known as Astrotech  Space  Operations,
Inc., a Delaware  corporation  and a wholly-owned  subsidiary of Registrant.  No
material relationship exists between Seller or Northrop and Registrant or any of
Registrant's  affiliates,  directors or officers,  or any  associate of any such
directors or officers.

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


            (c)   Exhibits.

            The following Exhibits are included with this Form 8-K:

      2.1         Asset Purchase  Agreement dated as of February 5, 1997, by and
                  among Spacehab Acquisition Corp., a Delaware  corporation,  as
                  Buyer,  Spacehab,   Incorporated,  a  Washington  corporation,
                  Astrotech   Space   Operations,   L.P.,  a  Delaware   limited
                  partnership,  as Seller, and Northrop Grumman  Corporation,  a
                  Delaware  corporation.   (Schedules  and  Exhibits  have  been
                  omitted  pursuant to Item  601(b)(2) of  Regulation  S-K. Such
                  Schedules  and Exhibits are listed and  described in the Asset
                  Purchase Agreement. Registrant hereby agrees to furnish to the
                  Securities and Exchange  Commission,  upon its request, any or
                  all such omitted Schedules and Exhibits.)
      2.2         Amendment  No.  1 to  Asset  Purchase  Agreement  dated  as of
                  February 12, 1997, by and among Spacehab  Acquisition Corp., a
                  Delaware  corporation,  as Buyer,  Spacehab,  Incorporated,  a
                  Washington  corporation,  Astrotech Space Operations,  L.P., a
                  Delaware limited partnership,  as Seller, and Northrop Grumman
                  Corporation, a Delaware corporation.

      99.1        Press Release of the Registrant, dated February 13, 1997.




<PAGE>



                               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 hereunto duly authorized.


                             SPACEHAB, INCORPORATED



                              By:   /s/ Margaret E. Grayson
                                   ------------------------
                                    Margaret E. Grayson
                                    Vice President and CFO


Dated:  February 27, 1997





<PAGE>


                              EXHIBIT INDEX


Exhibit Number    Description of Exhibit

      2.1               Asset Purchase  Agreement  dated as of February 5, 1997,
                        by and among  Spacehab  Acquisition  Corp.,  a  Delaware
                        corporation,   as  Buyer,  Spacehab,   Incorporated,   a
                        Washington  corporation,   Astrotech  Space  Operations,
                        L.P., a Delaware  limited  partnership,  as Seller,  and
                        Northrop Grumman  Corporation,  a Delaware  corporation.
                        (Schedules  and Exhibits  have been omitted  pursuant to
                        Item  601(b)(2) of Regulation  S-K.  Such  Schedules and
                        Exhibits are listed and described in the Asset  Purchase
                        Agreement.  Registrant  hereby  agrees to furnish to the
                        Securities  and Exchange  Commission,  upon its request,
                        any or all such omitted Schedules and Exhibits.)

      2.2               Amendment No. 1 to Asset Purchase  Agreement dated as of
                        February 12,  1997,  by and among  Spacehab  Acquisition
                        Corp.,  a  Delaware  corporation,  as  Buyer,  Spacehab,
                        Incorporated, a Washington corporation,  Astrotech Space
                        Operations,  L.P., a Delaware  limited  partnership,  as
                        Seller,  and Northrop  Grumman  Corporation,  a Delaware
                        corporation.

      99.1              Press Release of the Registrant, dated February 13,1997.
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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):

                            February 12, 1997

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

                               Washington
                (State or jurisdiction of incorporation)

      0-27206                                         91-1273737
(Commission File Number)                  (IRS Employer Identification No.)

              1595 Spring Hill Road, Vienna, Virginia 22182
          (Address of principal executive offices)   (Zip Code)

                             (703) 821-3000
                     (Registrant's Telephone Number)
Item 2.  Acquisition or Disposition of Assets

     On February 12, 1997,  pursuant to the Asset Purchase Agreement dated as of
February 5, 1997 (the "Asset Purchase Agreement"),  Spacehab,  Incorporated (the
"Registrant"),  through its wholly-owned subsidiary,  Spacehab Acquisition Corp.
("Buyer"),   acquired  substantially  all  of  the  assets  of  Astrotech  Space
Operations,  L.P.  ("Seller"),  a  subsidiary  of Northrop  Grumman  Corporation
("Northrop").  The  purchase  includes  Seller's  satellite  payload  processing
facilities and related business (the  "Business").  A copy of the Asset Purchase
Agreement  is filed  herewith  as  Exhibit  2.1 and an  amendment  to the  Asset
Purchase  Agreement is filed as Exhibit  2.2, and  reference is made thereto for
the complete terms and conditions thereof.

     The purchase price of $19 million in cash (subject to adjustment  following
an audit of the  closing  date  balance  sheet of  Seller)  was  based  upon the
estimated  net  assets  to be  acquired  as well  as the  value  of the  ongoing
business.  Registrant obtained the funds for the purchase price from the initial
public offering of shares of its Common Stock, completed in December 1995.

     Registrant  intends to continue to use the assets  purchased from Seller in
operation of the Business,  which will be known as Astrotech  Space  Operations,
Inc., a Delaware  corporation  and a wholly-owned  subsidiary of Registrant.  No
material relationship exists between Seller or Northrop and Registrant or any of
Registrant's  affiliates,  directors or officers,  or any  associate of any such
directors or officers.

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

            (c)   Exhibits.

            The following Exhibits are included with this Form 8-K:

      2.1         Asset Purchase  Agreement dated as of February 5, 1997, by and
                  among Spacehab Acquisition Corp., a Delaware  corporation,  as
                  Buyer,  Spacehab,   Incorporated,  a  Washington  corporation,
                  Astrotech   Space   Operations,   L.P.,  a  Delaware   limited
                  partnership,  as Seller, and Northrop Grumman  Corporation,  a
                  Delaware  corporation.   (Schedules  and  Exhibits  have  been
                  omitted  pursuant to Item  601(b)(2) of  Regulation  S-K. Such
                  Schedules  and Exhibits are listed and  described in the Asset
                  Purchase Agreement. Registrant hereby agrees to furnish to the
                  Securities and Exchange  Commission,  upon its request, any or
                  all such omitted Schedules and Exhibits.)
      2.2         Amendment  No.  1 to  Asset  Purchase  Agreement  dated  as of
                  February 12, 1997, by and among Spacehab  Acquisition Corp., a
                  Delaware  corporation,  as Buyer,  Spacehab,  Incorporated,  a
                  Washington  corporation,  Astrotech Space Operations,  L.P., a
                  Delaware limited partnership,  as Seller, and Northrop Grumman
                  Corporation, a Delaware corporation.

      99.1        Press Release of the Registrant, dated February 13, 1997.
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 hereunto duly authorized.

                             SPACEHAB, INCORPORATED

                              By:   /s/ Margaret E. Grayson
                                   ------------------------
                                    Margaret E. Grayson
                                    Vice President and CFO

Dated:  February 27, 1997
EXHIBIT INDEX

Exhibit Number    Description of Exhibit

      2.1               Asset Purchase  Agreement  dated as of February 5, 1997,
                        by and among  Spacehab  Acquisition  Corp.,  a  Delaware
                        corporation,   as  Buyer,  Spacehab,   Incorporated,   a
                        Washington  corporation,   Astrotech  Space  Operations,
                        L.P., a Delaware  limited  partnership,  as Seller,  and
                        Northrop Grumman  Corporation,  a Delaware  corporation.
                        (Schedules  and Exhibits  have been omitted  pursuant to
                        Item  601(b)(2) of Regulation  S-K.  Such  Schedules and
                        Exhibits are listed and described in the Asset  Purchase
                        Agreement.  Registrant  hereby  agrees to furnish to the
                        Securities  and Exchange  Commission,  upon its request,
                        any or all such omitted Schedules and Exhibits.)

      2.2               Amendment No. 1 to Asset Purchase  Agreement dated as of
                        February 12,  1997,  by and among  Spacehab  Acquisition
                        Corp.,  a  Delaware  corporation,  as  Buyer,  Spacehab,
                        Incorporated, a Washington corporation,  Astrotech Space
                        Operations,  L.P., a Delaware  limited  partnership,  as
                        Seller,  and Northrop  Grumman  Corporation,  a Delaware
                        corporation.

      99.1              Press Release of the Registrant, dated February 13,1997.