SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720           March 23, 2010      Via US Mail and Facsimile: (760) 929-3926

Mark D. Dankberg
Chief Executive Officer ViaSat, Inc. 6155 El Camino Real Carlsbad, CA 92009
 Re: ViaSat, Inc.
  Form 10-K for Fiscal Year Ended April 3, 2009
  Filed May 28, 2009   File No. 000-21767
Dear Mr. Dankberg:

We have reviewed your filing and have the following comments.  If you disagree
with a comment, we will consider your explanation as to why it is inapplicable or a revision is unnecessary.  Pleas e be as detailed as necessa ry in your explanation.
  Please comply with our comments in fu ture filings.  Confirm in writing that you
will do so and also explain to us how you inte nd to comply.  Please do so within the time
frame set forth below.  Please understand that after our review of your responses, we may
raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mark D. Dankberg
ViaSat, Inc.
March 23, 2010 Page 2

Form 10-K for the fiscal year ended April 3, 2009
 Business, page 3

 Customers, page 8

 1. We note from your disclosure here and on page F-9 that a commercial customer
accounted for greater than 10% of your re venues in 2009.  We also note that a
commercial customer accounted for 16%  of your revenues in 2007.  Item
101(c)(1)(vii) of Regulation S- K requires that you name a customer that accounts
for 10% or more of your revenues and the loss of which would have a material adverse effect on your business.  Please identify any customer that accounts for
greater than 10% of your reve nues in future periods.
 Risk Factors, page 15

 A Significant Portion of Our Revenues Is Derived from a Few of Our Contracts, page 18

 2. We note that a small number of your contracts account for a significant
percentage of your revenues.  In partic ular, we note that 21% of your revenues
were derived from contracts related to tact ical data links.  In your response letter,
please describe the nature of these contra cts and clarify how ma ny contracts relate
to these products and the percentage of revenues derived from each contract.  Also explain whether the Award/Contract filed as Exhibit 10.10 to your Form 10-
K is one of these contracts.

In addition, we note that the Award/Contr act filed as Exhibit 10.10 to your Form
10-K (incorporated by reference to your Fo rm 10-Q filed on February 14, 2000) is
substantially incomplete because it omits numerous schedules and attachments.
Please file a complete ve rsion of that contract.

Form 10-K/A filed on July 31, 2009

Outstanding Equity Awards at  2009 Fiscal Year-End, page 18

3. Instruction 2 to Regulation S-K Item 402(f )(2) requires disclosure of the vesting
dates for outstanding awards disclosed in  this table.  Although you disclose
general vesting schedules in the footnot es, the vesting dates are not readily
determinable without disclosure of grant da tes.  In future filings, disclose vesting
dates or, in the alternative, disclose gr ant dates together wi th vesting schedules.

*    *    *    *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our

Mark D. Dankberg
ViaSat, Inc.
March 23, 2010
Page 3

comments and provides any requested information.  Detailed letters greatly facilitate our
review.  Please file your letter over EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.     We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.  In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
Please contact John Harrington, Staff Attorn ey, at (202) 551-3576 or me at (202)
551-3810 with any other questions.         S i n c e r e l y ,            / s /  L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r