Abstract : The Space Systems Research Center at the United States Air Force Academy is building a cadre of satellite space professionals "one cadet at a time." Its motto and aim is for cadets to "Learn Space by Doing Space." Approximately one half of the cadets majoring in astronautical engineering perform a one year long capstone program covering the design, fabrication, test, launch and operation of a satellite into space (the FalconSAT program). FalconSAT-2 is a 19.5-kg satellite scheduled to launch on the SpaceX Falcon I launch vehicle in October of 2005 from Kwajalien Island in the South Pacific. The cadets are currently working on FalconSAT-3, a 50-kg satellite expected to launch in 2006 on an Atlas V. Both missions have payloads approved by the Department of Defense Space Experiments Review Board to conduct space-weather experiments and Air Force Research Laboratory avionics and propulsion experiments. This program works just like any Air Force program, with the cadets being the contractor and the faculty and Air Force funding agencies being the Air Force Manager. The program has approximately 25 students, with six to eight faculty mentors. FalconSAT is a multi-disciplinary program, including cadets majoring in physics, electrical engineering, mechanical engineering, computer science, and management. All of the normal milestones, reviews, presentations, and reports required in an Air Force program are required of the cadets in this program. The cadets do all of the briefing. The cadets also do all of the hands-on work including clean room manufacturing and assembly, and bake out and vibration testing. It is a true cadet run program with faculty mentors to keep things on track. The current goal is to launch a new satellite every 2 - 3 years. This paper presents the development, challenges, and advantages of conducting an undergraduate space program performing world class research, and details the cadet construction, testing, and preparations for an October 2005 launc7