Numerical simulations of flow over two spheres placed in a tandem arrangement are conducted to investigate the effect of the inter-sphere spacing on the flow characteristics. The Reynolds numbers considered are 100, 250, 300 and 425, corresponding to steady axisymmetric, steady planar-symmetric, unsteady planar-symmetric, and unsteady asymmetric flows, respectively, in the case of a single sphere. For small inter-sphere spacings, the flow past two spheres is more stable than that past a single sphere. For example, with the spacing of the sphere radius, the flow is steady axisymmetric up to Re=300. However, for relatively large spacings, the flow past two spheres becomes unstable and vortex shedding takes place even at Re=250. The drag coefficient of the rear sphere decreases significantly with decreasing inter-sphere spacing due to reduction of the stagnation pressure, thus being smaller than that of the front sphere. Also, the rear sphere shows large fluctuations of the lift force as compared to the front one in the case of unsteady flow.