While Spacecraft 3 was moving through the McDonnell plant, Gemini Program Manager Charles Mathews took a step that showed the program had entered a new phase. During July, he set up a Gemini Configuration Control Board to be, as he later informed McDonnell, the "one official route for all configuration change action to provide continuity and coordination." Each Monday morning, Mathews met with the heads of the Gemini Offices of Program Control, Spacecraft, Vehicles and Missions, and Test Operations to review all proposed changes and to pass on them - and every change now had to be formally presented and justified.  When the board met for the first time,** on 27 July, the development era of Gemini had clearly ended. From then on, the main concerns of the program were production and operations.17
July also saw McDonnell present NASA with its plan for converting the Gemini contract from fixed fee to incentive fee. This was a direct McDonnell response to a NASA request based on a clause in the contract negotiated in 1963. The idea was to give the company a chance to earn greater profits by cutting costs, meeting schedules, and delivering an outstanding product, but to receive less money if it failed in any of the three areas. With development almost complete, such a plan became feasible. Mathews had appointed a Gemini Incentive Task Group on 2 March 1964, naming as its chairman Kenneth Kleinknecht, his deputy and former Mercury manager.*** 18 The formal Request for Proposal was ready for McDonnell by 19 May, after a review by NASA Headquarters. Walter Burke, McDonnell Vice President and General Manager for Spacecraft and Missiles, arrived in Houston on 7 July with a group of colleagues to address a large NASA gathering on his company's ideas.**** 19
During the spring of 1964, the Air Force Space Systems Division (SSD) had also been working out incentives with its major Gemini contractors, Martin and Aerojet-General for the launch vehicle and Lockheed for the target vehicle. NASA kept close tabs on the progress and drew on SSD experience for the McDonnell proposal. Martin's contract was converted on 10 June and Aerojet-General's on 17 June; Lockheed negotiations were completed early in August.20 MSC's talks with McDonnell lasted through the fall of 1964, the last details being settled on 18 December, and NASA Headquarters approved the plan on 28 January 1965. It called for a total cost of $712,301,640 for the spacecraft, plus a fee that might range from $28,075,581 to $55,775,581 as the company's performance ranged from poor to good.21
Contract changes notwithstanding, McDonnell had completed its tests of Spacecraft 3 modules on 12 September 1964, and was ready to mate them.  On 21 September, Scott H. Simpkinson, chief of Gemini Test Operations, arrived in St. Louis at the head of 22 engineers from GPO and other MSC elements to join the Launch Preparation Group and MSC's resident McDonnell office for the second major review of Spacecraft 3, the Module Test Review.# Twelve teams under the review board took a careful look at results from the first phase of testing, just completed, and reported their findings to the board, which announced the next day that the modules of Spacecraft 3 were indeed ready to be mated and that the second phase of systems testing might begin.22
Spacecraft 3's third major review began on 3 December as the first half of a two-part Spacecraft Acceptance Review (SAR).## The spacecraft had completed all systems tests except its last, the simulated flight. After its review of the test results, the acceptance board allowed McDonnell to proceed with the flight simulation. When this test was finished on 21 December, the board met for the second part of its task, a study of all test results, documentation, and overall spacecraft status. Three days after the simulated flight, on Christmas Eve, the board had "determined that Spacecraft 3 is acceptable for delivery."23
After the holidays, the spacecraft was loaded aboard a C-124, which delivered it to Cape Kennedy early Monday evening, 4 January 1965. The concept that a fully checked out and integrated spacecraft was being delivered had by then been largely accepted. Work in the industrial area at the Cape, from the time the craft arrived until it was transferred to the launch complex, centered on putting it in shape to fly by clearing up manufacturing shortages and installing seats and pyrotechnics, rather than by testing, with two major exceptions.
Because this was the first man-bearing Gemini spacecraft, it was the subject of a special communications test at the Merritt Island Launch Area radar range. The spacecraft communications systems were checked out in a radio-frequency environment that matched as closely as possible the conditions they would meet in orbit. Testing of the spacecraft propulsion systems was the other exception. Spacecraft 3 went through a complete end-to-end propulsion systems verification test program, including static firing (as had its predecessor), partly to check out procedures and gear, partly to build some confidence in systems  whose development had been fraught with problems and which were not yet fully qualified. Even with these two special tasks, however, Spacecraft 3 was ready to move to the launch pad a month after it arrived at the Cape.24
The launch vehicle for Gemini 3 had been late reaching the Cape through no fault of its own; the long delay in launching Gemini 2 had left it with no place to go. GLV-3 had, in fact, been built and tested in Baltimore with admirable dispatch. Completed early in June 1964, the vehicle had passed its horizontal tests and finished its checkout in the Vertical Test Facility by the last day of July. Another three weeks saw it through its combined systems acceptance test and review by the Vehicle Acceptance Team. When the team approved GLV-3 on 21 August, GLV-2 was still sitting on the launch pad in Florida, so GPO decided to have the Martin crew in Baltimore install the engineering changes on GLV-3 that were to have been done at the Cape. After looking over these changes, the acceptance team ordered a second combined systems test. The test rerun and the results approved, on 9 October the team once again accepted GLV-3. Martin-Baltimore formally turned it over to the Air Force on 27 October. Since Gemini 2 was still unlaunched, the Baltimore crew installed another set of modifications that had been slated for the Cape, finishing in mid-January.25
Now there was room at the Cape for GLV-3, but the Air Force could no longer spare the C-133B that had carried the first two launch vehicles to Florida. A converted Boeing 377 Stratocruiser, nicknamed "Pregnant Guppy," had to serve instead, although it could not hold both stages at once. It flew the second stage down on 9-1 January, went back to Baltimore to pick up the first stage, and returned to the Cape on 23 January. Two days later, GLV-3 was standing on the launch pad waiting for the spacecraft, which joined it on 5 February. The pace then slowed somewhat, as premate tests of the spacecraft proved troublesome. Nevertheless, spacecraft and launch vehicle were mechanically mated on 17 February, less than a month after the launch of Gemini 2. Another month was ample time to complete systems testing, and the simulated flight test on 18 March concluded the task of checking out the machines for Gemini 3.26
* On 8 June 1964, George Low, MSC's new Deputy Director, made a change in the permanent DEI board established by his predecessor, James Elms. Low himself, instead of John Bailey (Chief, Reliability and Flight Safety) would be chairman. Members of the Spacecraft 3 DEI were Low, Charles, Mathews, Duncan Collins (Gemini Spacecraft Office), Bailey, Max Faget (Director, Engineering and Development), Christopher Kraft (Director, Flight Operations), Grissom (in a dual role as astronaut and representative of Flight Crew Operations), John Williams (Florida Operations), and Robert Everline (Gemini) as recording secretary. The board reviewed 45 requests for changes - the board agreed that 17 were mandatory, 6 possible after further study, 16 unnecessary, and 6 undesirable.
** Members (and alternates) were Mathews, chairman (Kleinknecht), Duncan Collins (Homer Dotts), Willis Mitchell (Jerome Hammack), Scott Simpkinson (Harry Douglas), Richard Henry (George MacDougall), and Stephen D. Armstrong (James I. Brownlee).
*** Kleinknecht's teams: John B. Alldredge, Leroy E. Kroeker, and Charles D. Heald (from MSC procurement); John E. Roberts, Gregory P McIntosh, Walter Wolhart, and George MacDougall (GPO); Earle B. Young (MSC Resources Management), and Richard Henry (NASA Headquarters, who later transferred to MSC GPO). Available on an as-needed basis were William A, Summerfelt (incentive approach, schedule, and program planning), Joseph Fernandez (cost), Anthony L. Liccardi (configuration control and specifications), Richard A Schmidt (incentive management), and Sidney A. Cariski (contracts and procurement), all from NASA Headquarters.
**** Burke was assisted by several key McDonnell Gemini figures, among them A.E. Smith, Harry W. Oldeg, J.M. Gardner, Jr., and Frank Morgan.
# Members of Simpkinson's review board were Homer Dotts (Deputy Spacecraft Manager), Wilbur Gray (GPO Resident Manager), Charles Williams (Spacecraft 3 engineer), Walter Kapryan (Cape Manager, GPO), Grissom (for Flight Crew Support Office), and Everline, coordinator and recorder.
## The Spacecraft 3 SAR board consisted of Homer Dotts, chairman, Andrew Hobokan (Deputy Resident Manager), Philip Deans (Engineering and Development Directorate), John Williams, Grissom, Melvin F. Brooks (Flight Operations), Norbert B. Vaughn (Reliability and Quality Assurance), and Don R. Coryell (Gemini), coordinator and recorder.
16 Gray, "[Weekly] Activity Report [No. 43], Gemini Program Office, December 10, 1963," p. 3; Quarterly Status Report No. 9, for period ending 31 May 1964, p. 47; Zavasky, "Minutes of Senior Staff Meeting, April 10, 1964," p. 7; TWX, Mathews to McDonnell, Attn: Burke, "Development Engineering Inspection of Gemini Spacecraft No.3," GP-54685, 23 April 1964; TWX, Mathews to DOD Rep., Project Gemini Support Ops., "Development Engineering Inspection of Gemini Spacecraft No. 3," GP-54729, 14 May 1964; TWX, Mathews to Langley, Ames, and Flight Research Centers and Goddard Space Flight Center, "Development Engineering Inspection of Gemini S/C No. 3," GP-54734, 14 May 1964; memo, Mathews to dist., "Development Engineering Inspection of Gemini Spacecraft No. 3," GP-03651, 15 May 1964; memo, Mathews to Chief, AFSC Field Office, "Development Engineering Inspection of Gemini Spacecraft No. 3," GP-03655, 15 May 1964; letter, Mathews to NASA Hq., Attn: George E. Mueller, "Development Engineering Inspection of Gemini Spacecraft No. 3," GP-03652, 18 May 1964; TWX, Mathews to McDonnell, Attn: Burke, "Contract NAS 9-170; Development Engineering Inspection of Gemini S/C No.3," GP-54761, 2 June 1964; "Gemini DEI: Development Engineering Inspection, Spacecraft No. 3, 9-10, June 1964," McDonnell, n.d.; memo, Mathews to dist., "Report on the Gemini Spacecraft No. 3 Development Engineering Inspection," GP-03724, 23 June 1964, with enclosure; memo, James C. Elms to dist., "Establishment of Development Engineering Inspection Board," GP- 03426, 31 Jan. 1964; memo, George M. Low to dist., "Development Engineering Inspection Board for Gemini Spacecraft No. 3," GP-03690, 8 June 1964.
17 Mathews, activity report, 26 July - 1 Aug. 1964, p.1; letter, Mathews to Burke, GV-02254, 12 May 1964; memo, Mathews to dist., "Organization of Gemini Configuration Control Board," 6 July 1963; letter, Mathews to Burke, GV-02351, 1 Sept. 1964.
18 Memo, James I. Brownlee for record, "Contract NAS 9-170, Gemini Incentive Arrangement," 14 Jan. 1964, with enclosures; memo, A. E. Wyatt to Glenn F. Bailey, "Cost Incentive Plan for Contract NAS 9-170, Gemini Program," 12 Feb. 1964, with enclosure; memo, Mueller to Assoc. Adm., "Gemini Contract Status," 2 March 1964; memo, Mathews to dist., "Manned Spacecraft Center Contract NAS 9- 170, establishment of NASA Task Force Team to study and to develop a plan for conversion of Gemini Contract NAS 9-170 from cost-plus-fixed-fee to cost-plus-incentive-fee," GP-03504, 11 March 1964; Weekly Activity Report, 5-11 April 1964, pp. 4-5; Quarterly Status Report No. 9, pp. 63-64.
19 Memo, Dave W. Lang to NASA Hq., "Conversion of Gemini Spacecraft Contract NAS 9-170 from CPFF to CPIF - Request for Headquarters Approval of RFP," with enclosure, draft letter, Stephen D. Armstrong to Harry W. Oldeg, "Contract NAS 9-170, Request for Incentive Proposal (REP)," 4 May 1964; memo, Richard C. Henry to dist., "Review of REP for MAC Contract CPIF Conversion," 11 May 1964; letter, Bailey to Oldeg, "Contract NAS 9-170, Request for Incentive Proposal (REP)," 19 May 1964, with enclosures; TWX, Armstrong to William A. Summerfelt, 1 May 1964; memo, Bailey to Wesley L. Hjornevik, "Contract NAS 9-170 - MAC Gemini Gemini Spacecraft Incentive Status Report," 15 May 1964; Kenneth S. Kleinknecht, "Minutes of Incentive Task Group Meeting," 18 May 1964, pp. 1-2; memo, Kleinknecht to dist., "Contract NAS 9-170 - Gemini Incentive Plan - Issuance of RFP," 25 May 1964, with enclosure; memo, Kleinknecht to Mathews, "Contract NAS 9-170 - Gemini Incentive Implementation Task - status Report," 28 May 1964; Kleinknecht, "Minutes of Incentive Task Group Meeting," 27 May 1964, with enclosures; minutes of Incentive Task Group meeting, 7 July 1964.
20 Memo, Richard J. Crane to Bailey, "Procurement - GPO Attendance at Negotiations - Gemini Launch Vehicle (Titan II) - Air Force - Martin-Marietta at SSD, Los Angeles Beginning March 16, 1964," 24 March 1964; George F. MacDougall, Jr., and John B. Alldredge, "Contract NAS 9-170 - Incentive Implementation Plans Visit by George F. MacDougall and Brooks Alldredge to SSD on March 19, 20, 21, 1964," n.d.; memo, Anthony L. Liccardi to Dep. Dir., Gemini, "Information on Martin CPIF Contract," 14 May 1964, with enclosure, memo, E. L. Christianson to dist., "Report of Trip to the Martin Company, Baltimore, Maryland on 13 May 1964," 14 May 1964; Howard T. Harris, "Gemini Launch Vehicle Chronology, 1961-1966," AFSC Historical Publications Series 66-22-1, December 1966, pp. 39-40, E-2, -3; memo, Maj. Robert A. Krahn for record, "Negotiation of Contract AF 04(695)-129, Phase II," 10 Aug. 1964; memo, Crane to Chief, Gemini Spacecraft Procurement, "Negotiations - Agena Contract - SSD - Lockheed - NASA at Los Angeles - Beginning July 14, 1964," 22 July 1964.
21 Memo, Kleinknecht to Gemini Incentive Task Group, "Contract NAS 9-170 - Incentive Negotiation Plans," 16 Nov. 1964; TWX, J. Pemble Field, Jr., to MSC, Attn: Kleinknecht, 16 Nov. 1964; memo, William C. Schneider to Assoc. Adm., Manned Space Flight, "MAC Gemini Contract Conversion," 23 Nov. 1964; letter, Schneider to Mathews, 24 Nov. 1964; Consolidated Activity Reports, December 1964, p. 35, and January 1965, p. 28; memo, Mathews to GPO personnel, "Gemini Spacecraft Contract, NAS 9-170, January 28, 1965," GP-01894, 16 Feb. 1965.
22 Memo, Mathews to dist., "Module Test Review of Spacecraft 3 at McDonnell Aircraft Corporation, St. Louis, Missouri on September 21 and 22, 1964," GP-03891, 16 Sept. 1964; TWX, Mathews to McDonnell, Attn: Burke, "Contract NAS 9-170, Module Test Review of Spacecraft 3," GT-55233, 16 Sept.1964; Mathews, activity report, 20-26 Sept. 1964, p. 1; memo, Mathews to dist., "Results of Module Test Review of Spacecraft 3," GP-01530, 16 Oct. 1964; letter, Mathews to Burke, "Contract NAS 9-170; results of the Module Test Review of Spacecraft 3 on September 22, 1964," GP-01522, 27 Oct. 1964.
23 Letter, Mathews to Burke, "Contract NAS 9-170, Gemini Spacecraft Acceptance Review," GT-05137, 25 Aug. 1964; memo, John A. Edwards to Assoc. Adm., Manned Space Flight, "Gemini Mission Readiness Acceptance Procedures," 6 Nov. 1964; memo, Mathews to dist., "Spacecraft Acceptance Review Phase I of Spacecraft 3," GP-01681, 27 Nov. 1964; letter, Mathews to Burke, GP-01673, 27 Nov. 1964, with enclosures; letter, Mathews to Burke, "Contract NAS 9-170; results of the Spacecraft Acceptance Review, Phase I of Spacecraft 3, on December 3-4, 1964," GP-01721, 18 Dec.1964; letter, Mathews to Burke, GP-01729, 18 Dec. 1964; memo, Scott H. Simpkinson to Mgr., GPO, "Test Objectives of Simulated Flight - SEDR H-431-3," GT-05153, 15 Sept. 1964; memo, Mathews to dist., "Results of Spacecraft Acceptance Review, Phase II, for Spacecraft 3," GP-01785, 13 Jan. 1965; letter, Mathews to Burke, "Contract NAS 9-170, results of the Spacecraft Acceptance Review, Phase II, of Spacecraft 3 on December 22, 1964," GP-01786, 14 Jan. 1965; memo, Mathews to NASA Resident Mgr., MAC-St. Louis, "Acceptance of Spacecraft 3," GP-01734, 24 Dec. 1964.
24 Consolidated Activity Report, December 1964, p. 13; TWXs, Walter J. Kapryan to MSC, Attn: Mathews, daily status reports, Nos. 1-4, 5-8 Jan., Nos. 5-9, 10-15 Jan., Nos. 10-14, 18-22 Jan., Nos. 15- 19, 25-29 Jan., and Nos. 20-24, 1-5 Feb. 1965; "GT-3 Mission Report," p 12-23.
25 Gemini-Titan II Air Force Launch Vehicle Press Handbook (Martin-Baltimore, 2nd ed., Manned Space Flight, ca. March 1965), pp. D-6, -7; Harris, "Launch Vehicle Chronology," p. 43; TWX, Mathews to SSD, Attn: Dineen, GV-52559, 2 Oct. 1964.
26 Memo, Leon DuGoff to Asst. Dir., Launch Ops., launch vehicle activity report No. 1, 20 Jan. 1965; memos, DuGoff to Dep. Dir., Launch Ops., "Arrival 1st Stage GLV-3," 23 and 25 Jan. 1965; TWXs, Lt. Col. John G. Albert to Dineen et al., DWD 39110, 26 Jan., and DWD 39124, 2 Feb. 1965; memos, DuGoff to Dep. Dir., Launch Ops., launch vehicle activity reports, No. 11, 17 Feb., and No. 27, 19 March 1965: "Project Gemini (GT-3) Chronology of Technical Progress at Kennedy Space Center," KSC Planning and Technical Support Office, 7 May 1965, pp. 7, 12, 13-29.