SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
         February 22, 2008

Mark D. Dankberg
Chief Executive Officer Viasat, Inc. 6155 El Camino Real Carlsbad, California 92009
Re:  Viasat, Inc.  Form 10-K and Form 10-K/A, for period ended March 30, 2007  Filed May 1, 2007 and July 30, 2007
File No. 000-21767
 Dear Mr. Dankberg:
We have reviewed your filings and have the following comments, which should be
complied with  in all future filings .  Please indicate, in your re sponse letter, your understanding
of our request for future compliance.  Where i ndicated, we think you should revise your future
filings in response to these comments.  If you disa gree, we will consider y our explanation as to
why our comments are inapplicable or a revision is unnecessary.     Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements, and to enhance the overall disclosure in
your filings.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our comments, or on any other aspect of our review.  Feel free to call us at the telephone numbers lis ted at the end of  this letter.

Form 10-K

Item 5. Market for Registrant’s Common Stock, page 29
1. In future filings, please provide the disclosu re required by Item 201( e) of Regulation S-K.

Mark D. Dankberg
Viasat, Inc.
February 22, 2008
Page 2

Form 10-K/A

Item 11. Executive Compensation, page 8
Compensation Processes and Criteria, page 9
2. In future filings, provide more detail as to  the industry survey(s ) that you consider in
setting your executive compensa tion.  Disclose the types of companies contained in such
surveys and why you benchmark your tota l compensation against the companies
contained in the surveys instead of your peer group.  Identify all the companies contained
in your peer group index and clarify what you mean by using the compensation paid by
your peer group companies to “cross-check” and “validate” your compensation amounts.

Components of Our Compensation Program, page 11
Annual Cash Bonuses, page 12
3. In future filings, identify each of your annual financial performance me trics.  In addition,
clarify how you evaluate whether an executive officer has achi eved his or her individual
performance metrics.  Clarify whether the pe rformance metrics are quantitative measures
or whether the analysis is en tirely subjective.  Similarl y, clarify whether 66% of your
chief executive officer’s annual cash bonus (“ Leadership” and “Strategic”) is based upon
a subjective evaluation by your compen sation committee with input from your
nominating and corporate governance committees.

*       *       *       *

            As appropriate, please ensure that  all future filings comply with these comments. Please
contact Collin Webster, Staff Attorney, at (202) 551-3522 or me at  (202) 551-3810 with any
questions.
Sincerely,

 /s/Larry Spirgel Assistant Director