A system for providing thermal insulation for portions of a spacecraft which do not exceed 900 F during ascent or reentry relative to the earth's atmosphere is described. The thermal insulation is formed of relatively large flexible sheets of needled Nomex felt having a flexible waterproof coating. The thickness of the felt is sized to protect against projected temperatures and is attached to the structure by a resin adhesive. Vent holes in the sheets allow ventilation while maintaining waterproofing. The system is heat treated to provide thermal stability
