This paper describes the design of a 10.8 kWh, 28V, Ni-MH battery using commercial off-the shelf (COTS) 4/3A Ni-MH cells for the X-38 vehicle, an experimental version of the Crew Return Vehicle (CRY). This will be an autonomous vehicle that will enable International Space Station crews to return to earth in the event of a medical, or other, emergency. The X-38 will be powered by 3 batteries: a 32 V primary battery, which will power the vehicle avionics for up to 7 hours for a loiter and de-orbit phase of the descent; a 28 V Ni-MH battery which will take over for the primary battery after de-orbit until landing, and a 270V Ni-Cd battery, which will be used to power electromechanical actuators and the winches controlling a parachute for landing.