<PAGE>   1
    As filed with the Securities and Exchange Commission on December 23, 1997

                                                              File No. 333- ____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                              --------------------

                             SPACEHAB, INCORPORATED
             (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S>                                                            <C>
                     WASHINGTON                                             91-1273737
            (State or other jurisdiction                       (I.R.S. Employer Identification No.)
          of incorporation or organization)

             1595 SPRING HILL ROAD, #360                                      22182
                  VIENNA, VIRGINIA                                          (Zip Code)
      (Address of Principal Executive Offices)
</TABLE>

                SPACEHAB, INCORPORATED 1994 STOCK INCENTIVE PLAN
              (as amended and restated effective October 21, 1997)
                            (Full Title of the Plan)

                               Margaret E. Grayson
                             SPACEHAB, INCORPORATED
                           1595 Spring Hill Road, #360
                             Vienna, Virginia 22182

                     (Name and Address of Agent For Service)

                                 (703) 821-3000
          (Telephone Number, Including Area Code, of Agent For Service)

                                -----------------

                                   Copies to:
                               Frank E. Morgan II
                              Dewey Ballantine LLP
                           1301 Avenue of the Americas
                            New York, New York 10019
                                 (212) 259-8000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================================
 TITLE OF SECURITIES TO BE REGISTERED         AMOUNT TO BE         PROPOSED MAXIMUM        PROPOSED MAXIMUM         AMOUNT OF
                                               REGISTERED         OFFERING PRICE PER      AGGREGATE OFFERING     REGISTRATION FEE
                                                                         SHARE                 PRICE(1)
---------------------------------------- ----------------------- ---------------------- ----------------------- -------------------
<S>                                      <C>                     <C>                    <C>                     <C>
Common Stock, no par value per share        257,338 Shares(2)          $8.08 (3)               $2,079,291               $613.39
---------------------------------------- ----------------------- ---------------------- ----------------------- -------------------
Common Stock, no par value per share     1,242,662 Shares(4)          $10.25 (5)              $12,737,285              $3757.50
---------------------------------------- ----------------------- ---------------------- ----------------------- -------------------
Total                                    1,500,000 Shares                                     $14,816,576              $4370.89 (6)
===================================================================================================================================
</TABLE>
(1)     Estimated solely for the purpose of calculating the registration fee
        pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
        amended.
(2)     Represents the maximum number of shares being registered that may be
        purchased upon exercise of stock options currently outstanding under the
        Registrant's 1994 Stock Incentive Plan (as amended and restated
        effective October 21, 1997).
(3)     Based on the weighted average exercise price of currently outstanding
        options.
(4)     Represents the maximum number of shares being registered that may be
        purchased upon exercise of stock options that may be granted in the
        future under the Registrant's 1994 Stock Incentive Plan (as amended and
        restated effective October 21, 1997).
(5)     Based on the average of the high and low prices of Registrant's Common
        Stock on the NASDAQ National Market ("NASDAQ") on December 22, 1997. (6)
        Total filing fee being paid.

    PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THIS REGISTRATION
          STATEMENT REFERS ALSO TO REGISTRATION STATEMENT NO. 333-3636.
<PAGE>   2
                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION

         Not required pursuant to the instructions of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Not required pursuant to the instructions of Form S-8.


                                      I-2
<PAGE>   3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 1.       INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by SPACEHAB, Incorporated, a Washington
corporation (the "Registrant"), pursuant to the Securities Exchange Act of 1934,
as amended (the "1934 Act"), are incorporated by reference in this registration
statement.

         (1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1997.

         (2) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997.

         (3) The Registrant's Current Report on Form 8-K for October 28, 1997.

         (4) The description of the Registrant's common stock, no par value per
share (the "Common Stock"), contained in the Registrant's Registration Statement
on Form 8-A pursuant to Section 12(g) of the 1934 Act, including any amendment
or report filed for the purpose of updating such information.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference and a part hereof from the date of the filing of such documents.

ITEM 2.       DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 3.       INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 4.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's Articles of Incorporation and Bylaws provide that a
director or officer of the Company shall not be personally liable to it or its
stockholders for monetary damages to the fullest extent permitted by the
Washington Business Act. In accordance with the Washington Business Act, the
Articles of Incorporation do not eliminate or limit the liability of a director
or officer for acts or omissions that involve intentional misconduct by a
director or officer or a knowing violation of law by a director or officer for
voting or assenting to an unlawful distribution, or for any transaction from
which the director or officer will personally receive a benefit in money,
property, or services to which the director or officer is not legally entitled.
The Washington Business Act does not affect the availability of equitable
remedies such as an injunction or rescission based upon a director's or
officer's breach of his duty of care. Any amendment to these provisions of the
Washington Business Act will automatically be incorporated by reference into the
Articles of Incorporation, without any vote on the part of its stockholders,
unless otherwise required.


                                      II-1
<PAGE>   4
         Indemnification Agreements. The Company and each of its directors and
executive officers has entered into indemnification agreements. The
indemnification agreements provide that the Company will indemnify the directors
and executive officers against certain liabilities (including settlements) and
expenses actually and reasonably incurred by them in connection with any
threatened or pending legal action, proceeding or investigation (other than
actions brought by or in the right of the Company) to which any of them is, or
is threatened to be, made a party by reason of their status as a director,
officer or agent of the Company, or serving at the request of the Company in any
other capacity for or on behalf of the Company; provided that (i) such person
acted in good faith and in a manner at least not opposed to the best interest of
the Company, (ii) with respect to any criminal proceedings had no reasonable
cause to believe his or her conduct was unlawful, (iii) such person is not
finally adjudged to be liable for negligence or misconduct in the performance of
his or her duty to the Company, unless the court views in light of the
circumstances the director or executive officer is nevertheless entitled to
indemnification, and (iv) the indemnification does not relate to any liability
arising under Section 16(b) of the 1934 Act, or the rules or regulations
promulgated thereunder. With respect to any action brought by or in the right of
the Company, directors and executive officers may also be indemnified, to the
extent not prohibited by applicable laws or as determined by a court of
competent jurisdiction, against expenses actually and reasonably incurred by
them in connection with such action if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
Company.

         Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the 1933 Act and is therefore unenforceable.

ITEM 5.       EXEMPTION FROM REGISTRATION CLAIMED

         Any restricted securities to be offered or resold pursuant to this
Registration Statement are exempt under Section 4(2) of the 1933 Act, as a
non-public offering of securities.

ITEM 6.       EXHIBITS

<TABLE>
<CAPTION>
       EXHIBIT                               DESCRIPTION

<S>                     <C>
         4.1            Form of Certificate of Incorporation of the Registrant,
                        as amended.
         4.2            Form of Bylaws of the Registrant, as amended.
          5             Opinion of Dewey Ballantine LLP.
         23.1           Consent of Dewey Ballantine LLP (contained in Exhibit 5).
         23.2           Consent of KPMG Peat Marwick LLP
          24            Power of Attorney (included on signature page)
</TABLE>

ITEM 7.       UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1993;

                           (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which,


                                      II-2
<PAGE>   5
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.


                                      II-3
<PAGE>   6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vienna, Commonwealth of Virginia, on this 23rd day of
December, 1997.



                                             SPACEHAB, INCORPORATED


                                             By: /s/ Shelley A. Harrison
                                                 -------------------------------
                                             Name:  Dr. Shelley A. Harrison
                                             Title: Chairman of the Board and
                                                    Chief Executive Officer



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below under the heading "Signatures" constitutes and appoints Dr. Shelley A.
Harrison and Margaret E. Grayson his true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, including post-effective
amendments, and to file the same, with all exhibits thereto, and all documents
in connection therewith, including, without limitation, any registration
statement for the same offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange
Commission, granting unto attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, and hereby ratifies and confirms all
that said attorneys-in-fact and agents, each acting alone, or their substitute
or substitutes, may lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
       Signature                                   Title                                            Date
       ---------                                   -----                                            ----

<S>                                                <C>                                              <C>
       /s/ Shelley A. Harrison                     Chairman of the Board and Chief Executive        December 23, 1997
       ---------------------------                 Officer (Principal Executive Officer)
           Dr. Shelley A. Harrison

       /s/ Margaret E. Grayson                     Vice President of Finance (CFO),                 December 23, 1997
       ---------------------------                 Treasurer and Assistant Secretary
           Margaret E. Grayson                     (Principal Financial and Accounting
                                                   Officer)

       /s/ Hironori Aihara                         Director                                         December 23, 1997
       ---------------------------           
           Hironori Aihara
</TABLE>
<PAGE>   7
<TABLE>
<S>                                                <C>                                         <C>
       /s/ Robert A. Citron                        Director                                    December 23, 1997
       ---------------------------------
           Robert A. Citron

       /s/ Edward E. David, Jr.                    Director                                    December 23, 1997
       ---------------------------------
            Dr. Edward E. David, Jr.

       /s/ Shi H. Huang                            Director                                    December 23, 1997
       ---------------------------------
           Dr. Shi H. Huang

       /s/ Chester M. Lee                          Director                                    December 23, 1997
       ---------------------------------
           Chester M. Lee

       /s/ Gordon S. Macklin                       Director                                    December 23, 1997
       ---------------------------------
           Gordon S. Macklin

       /s/ Brad M. Meslin                          Director                                    December 23, 1997
       ---------------------------------
           Dr. Brad M. Meslin

       /s/ Udo Pollvogt                            Director                                    December 23, 1997
       ---------------------------------
           Dr. Udo Pollvogt

       /s/ Alvin L. Reeser                         Director                                    December 23, 1997
       ---------------------------------
           Alvin L. Reeser

       /s/ James R. Thompson                       Director                                    December 23, 1997
       ---------------------------------
           James R. Thompson

       /s/ Ernesto Vallerani                       Director                                    December 23, 1997
       ---------------------------------
           Prof. Ernesto Vallerani
</TABLE>
<PAGE>   8
                                INDEX TO EXHIBITS

The following documents are filed as part of this Registration Statement.

<TABLE>
<CAPTION>
Exhibit                                                Location

<S>                                                    <C>
4.1      Form of Amended and Restated Articles of      Incorporated by reference from Exhibit 3.1 to the
         Incorporation of the Registrant.              Registrant's Registration Statement on Form S-1,
                                                       Registration Statement No. 33-97812, filed with the
                                                       Securities and Exchange Commission ("Commission")
                                                       on October 5, 1995.

4.2      Amended and Restated Bylaws of the            Incorporated by reference from Exhibit 3.2 to the
         Registrant.                                   Registrant's Registration Statement on Form S-1,
                                                       Registration Statement No. 33-97812, filed with the
                                                       Commission on October 5, 1995.

4.3      1994 Stock Incentive Plan (as amended and     Incorporated by reference to Exhibit A to the
         restated effective October 21, 1997).         Registrant's Definitive Proxy Statement on Schedule
                                                       14A, dated September 12, 1997.

5        Opinion of Dewey Ballantine LLP, re:          Attached.
         legality, including consent.

23.1     Consent of Dewey Ballantine LLP.              Contained in Exhibit 5.

23.2     Consent of KPMG Peat Marwick LLP,             Attached.
         independent auditors.

24       Power of Attorney.                            Included on signature page.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "SPACEHAB, INCORPORATED: 1994 STOCK INC. PLAN", "secsgml_size_bytes": 22537}]
{"company-data": {"conformed-name": "SPACEHAB INC \\WA\\", "cik": "0001001907", "assigned-sic": "3760", "irs-number": "911273737", "state-of-incorporation": "WA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43159", "film-number": "97743777"}, "business-address": {"street1": "1595 SPRING HILL ROAD", "street2": "STE 360", "city": "VIENNA", "state": "VA", "zip": "22182", "phone": "7038213000"}}
1
    As filed with the Securities and Exchange Commission on December 23, 1997

                                                              File No. 333- ____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                              --------------------

                             SPACEHAB, INCORPORATED
             (Exact Name of Registrant as Specified in its Charter)
WASHINGTON                                             91-1273737
            (State or other jurisdiction                       (I.R.S. Employer Identification No.)
          of incorporation or organization)

             1595 SPRING HILL ROAD, #360                                      22182
                  VIENNA, VIRGINIA                                          (Zip Code)
      (Address of Principal Executive Offices)
SPACEHAB, INCORPORATED 1994 STOCK INCENTIVE PLAN
              (as amended and restated effective October 21, 1997)
                            (Full Title of the Plan)

                               Margaret E. Grayson
                             SPACEHAB, INCORPORATED
                           1595 Spring Hill Road, #360
                             Vienna, Virginia 22182

                     (Name and Address of Agent For Service)

                                 (703) 821-3000
          (Telephone Number, Including Area Code, of Agent For Service)

                                -----------------

                                   Copies to:
                               Frank E. Morgan II
                              Dewey Ballantine LLP
                           1301 Avenue of the Americas
                            New York, New York 10019
                                 (212) 259-8000

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
 TITLE OF SECURITIES TO BE REGISTERED         AMOUNT TO BE         PROPOSED MAXIMUM        PROPOSED MAXIMUM         AMOUNT OF
                                               REGISTERED         OFFERING PRICE PER      AGGREGATE OFFERING     REGISTRATION FEE
                                                                         SHARE                 PRICE(1)
---------------------------------------- ----------------------- ---------------------- ----------------------- -------------------
Common Stock, no par value per share        257,338 Shares(2)          $8.08 (3)               $2,079,291               $613.39
---------------------------------------- ----------------------- ---------------------- ----------------------- -------------------
Common Stock, no par value per share     1,242,662 Shares(4)          $10.25 (5)              $12,737,285              $3757.50
---------------------------------------- ----------------------- ---------------------- ----------------------- -------------------
Total                                    1,500,000 Shares                                     $14,816,576              $4370.89 (6)
===================================================================================================================================
(1)     Estimated solely for the purpose of calculating the registration fee
        pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
        amended.
(2)     Represents the maximum number of shares being registered that may be
        purchased upon exercise of stock options currently outstanding under the
        Registrant's 1994 Stock Incentive Plan (as amended and restated
        effective October 21, 1997).
(3)     Based on the weighted average exercise price of currently outstanding
        options.
(4)     Represents the maximum number of shares being registered that may be
        purchased upon exercise of stock options that may be granted in the
        future under the Registrant's 1994 Stock Incentive Plan (as amended and
        restated effective October 21, 1997).
(5)     Based on the average of the high and low prices of Registrant's Common
        Stock on the NASDAQ National Market ("NASDAQ") on December 22, 1997. (6)
        Total filing fee being paid.

    PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THIS REGISTRATION
          STATEMENT REFERS ALSO TO REGISTRATION STATEMENT NO. 333-3636.
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION

         Not required pursuant to the instructions of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Not required pursuant to the instructions of Form S-8.

                                      I-2
3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 1.       INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by SPACEHAB, Incorporated, a Washington
corporation (the "Registrant"), pursuant to the Securities Exchange Act of 1934,
as amended (the "1934 Act"), are incorporated by reference in this registration
statement.

         (1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1997.

         (2) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997.

         (3) The Registrant's Current Report on Form 8-K for October 28, 1997.

         (4) The description of the Registrant's common stock, no par value per
share (the "Common Stock"), contained in the Registrant's Registration Statement
on Form 8-A pursuant to Section 12(g) of the 1934 Act, including any amendment
or report filed for the purpose of updating such information.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference and a part hereof from the date of the filing of such documents.

ITEM 2.       DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 3.       INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 4.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's Articles of Incorporation and Bylaws provide that a
director or officer of the Company shall not be personally liable to it or its
stockholders for monetary damages to the fullest extent permitted by the
Washington Business Act. In accordance with the Washington Business Act, the
Articles of Incorporation do not eliminate or limit the liability of a director
or officer for acts or omissions that involve intentional misconduct by a
director or officer or a knowing violation of law by a director or officer for
voting or assenting to an unlawful distribution, or for any transaction from
which the director or officer will personally receive a benefit in money,
property, or services to which the director or officer is not legally entitled.
The Washington Business Act does not affect the availability of equitable
remedies such as an injunction or rescission based upon a director's or
officer's breach of his duty of care. Any amendment to these provisions of the
Washington Business Act will automatically be incorporated by reference into the
Articles of Incorporation, without any vote on the part of its stockholders,
unless otherwise required.

                                      II-1
4
         Indemnification Agreements. The Company and each of its directors and
executive officers has entered into indemnification agreements. The
indemnification agreements provide that the Company will indemnify the directors
and executive officers against certain liabilities (including settlements) and
expenses actually and reasonably incurred by them in connection with any
threatened or pending legal action, proceeding or investigation (other than
actions brought by or in the right of the Company) to which any of them is, or
is threatened to be, made a party by reason of their status as a director,
officer or agent of the Company, or serving at the request of the Company in any
other capacity for or on behalf of the Company; provided that (i) such person
acted in good faith and in a manner at least not opposed to the best interest of
the Company, (ii) with respect to any criminal proceedings had no reasonable
cause to believe his or her conduct was unlawful, (iii) such person is not
finally adjudged to be liable for negligence or misconduct in the performance of
his or her duty to the Company, unless the court views in light of the
circumstances the director or executive officer is nevertheless entitled to
indemnification, and (iv) the indemnification does not relate to any liability
arising under Section 16(b) of the 1934 Act, or the rules or regulations
promulgated thereunder. With respect to any action brought by or in the right of
the Company, directors and executive officers may also be indemnified, to the
extent not prohibited by applicable laws or as determined by a court of
competent jurisdiction, against expenses actually and reasonably incurred by
them in connection with such action if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
Company.

         Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the 1933 Act and is therefore unenforceable.

ITEM 5.       EXEMPTION FROM REGISTRATION CLAIMED

         Any restricted securities to be offered or resold pursuant to this
Registration Statement are exempt under Section 4(2) of the 1933 Act, as a
non-public offering of securities.

ITEM 6.       EXHIBITS
EXHIBIT                               DESCRIPTION
4.1            Form of Certificate of Incorporation of the Registrant,
                        as amended.
         4.2            Form of Bylaws of the Registrant, as amended.
          5             Opinion of Dewey Ballantine LLP.
         23.1           Consent of Dewey Ballantine LLP (contained in Exhibit 5).
         23.2           Consent of KPMG Peat Marwick LLP
          24            Power of Attorney (included on signature page)
ITEM 7.       UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1993;

                           (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which,

                                      II-2
5
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      II-3
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vienna, Commonwealth of Virginia, on this 23rd day of
December, 1997.

                                             SPACEHAB, INCORPORATED

                                             By: /s/ Shelley A. Harrison
                                                 -------------------------------
                                             Name:  Dr. Shelley A. Harrison
                                             Title: Chairman of the Board and
                                                    Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below under the heading "Signatures" constitutes and appoints Dr. Shelley A.
Harrison and Margaret E. Grayson his true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, including post-effective
amendments, and to file the same, with all exhibits thereto, and all documents
in connection therewith, including, without limitation, any registration
statement for the same offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange
Commission, granting unto attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, and hereby ratifies and confirms all
that said attorneys-in-fact and agents, each acting alone, or their substitute
or substitutes, may lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                   Title                                            Date
       ---------                                   -----                                            ----
/s/ Shelley A. Harrison                     Chairman of the Board and Chief Executive        December 23, 1997
       ---------------------------                 Officer (Principal Executive Officer)
           Dr. Shelley A. Harrison

       /s/ Margaret E. Grayson                     Vice President of Finance (CFO),                 December 23, 1997
       ---------------------------                 Treasurer and Assistant Secretary
           Margaret E. Grayson                     (Principal Financial and Accounting
                                                   Officer)

       /s/ Hironori Aihara                         Director                                         December 23, 1997
       ---------------------------           
           Hironori Aihara
7
/s/ Robert A. Citron                        Director                                    December 23, 1997
       ---------------------------------
           Robert A. Citron

       /s/ Edward E. David, Jr.                    Director                                    December 23, 1997
       ---------------------------------
            Dr. Edward E. David, Jr.

       /s/ Shi H. Huang                            Director                                    December 23, 1997
       ---------------------------------
           Dr. Shi H. Huang

       /s/ Chester M. Lee                          Director                                    December 23, 1997
       ---------------------------------
           Chester M. Lee

       /s/ Gordon S. Macklin                       Director                                    December 23, 1997
       ---------------------------------
           Gordon S. Macklin

       /s/ Brad M. Meslin                          Director                                    December 23, 1997
       ---------------------------------
           Dr. Brad M. Meslin

       /s/ Udo Pollvogt                            Director                                    December 23, 1997
       ---------------------------------
           Dr. Udo Pollvogt

       /s/ Alvin L. Reeser                         Director                                    December 23, 1997
       ---------------------------------
           Alvin L. Reeser

       /s/ James R. Thompson                       Director                                    December 23, 1997
       ---------------------------------
           James R. Thompson

       /s/ Ernesto Vallerani                       Director                                    December 23, 1997
       ---------------------------------
           Prof. Ernesto Vallerani
8
                                INDEX TO EXHIBITS

The following documents are filed as part of this Registration Statement.
Exhibit                                                Location
4.1      Form of Amended and Restated Articles of      Incorporated by reference from Exhibit 3.1 to the
         Incorporation of the Registrant.              Registrant's Registration Statement on Form S-1,
                                                       Registration Statement No. 33-97812, filed with the
                                                       Securities and Exchange Commission ("Commission")
                                                       on October 5, 1995.

4.2      Amended and Restated Bylaws of the            Incorporated by reference from Exhibit 3.2 to the
         Registrant.                                   Registrant's Registration Statement on Form S-1,
                                                       Registration Statement No. 33-97812, filed with the
                                                       Commission on October 5, 1995.

4.3      1994 Stock Incentive Plan (as amended and     Incorporated by reference to Exhibit A to the
         restated effective October 21, 1997).         Registrant's Definitive Proxy Statement on Schedule
                                                       14A, dated September 12, 1997.

5        Opinion of Dewey Ballantine LLP, re:          Attached.
         legality, including consent.

23.1     Consent of Dewey Ballantine LLP.              Contained in Exhibit 5.

23.2     Consent of KPMG Peat Marwick LLP,             Attached.
         independent auditors.

24       Power of Attorney.                            Included on signature page.