SecProbe.io

Division of Corporation
Finance UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Mail Stop 4561
December 1, 2009
 Kendall Larsen, Chief Executive Officer VirnetX Holding Corporation 5615 Scotts Valley Drive, Suite 10 Scotts Valley, California 95066
Re: VirnetX Holding Corporation
  Amendment No. 1 to Registra tion Statement on Form S-3
Filed November 6, 2009
  File No. 333-162145

Dear Mr. Larsen:

We have reviewed the above-referenced filing and the related response letter
dated November 6, 2009 and have the following  comments.  If indicated, we think you
should revise your document in response to these comments.  After reviewing this information, we may raise additional comment s.  Unless otherwise noted, where prior
comments are referred to they refer to our letter dated October 23, 2009.
 General

 1. We have considered your response to prior comment 2.  However, in accordance with Rule 12b-2 and related Staff guidance, you met the definition of “accelerated filer” as of the end of your 2008 fiscal year.  Accordingly, you should have filed
your 2008 Form 10-K by March 16, 2009.  Si nce you did not file your Form 10-K
until March 31, 2009, you are ineligible to use the Form S-3.  See General Instruction I.A.3(b) of Form S-3.  Please file an amendment on a registration form
that you are eligible to use.

Selling Security Holders, page 19

2. We refer to our prior comment 4 and note your disclosure that Ramius Advisors,
Ramius Enterprise, RCG PB, Ltd and Vestal Venture Capital are affiliates of registered broker dealers.  Please tell us whether the shares held by these entities
were purchased in the ordinary course of  business and whether, at the time of
purchase, the entities had any agreements or understanding,  directly or indirectly,
with any other person to distribute the shares.

Kendall Larsen
VirnetX Holding Corporation December 1, 2009 Page 2

 3. As a related matter, please provide us w ith your analysis as to why you believe
Ramius Advisors LLC is not the beneficial owner of the shares held by Ramius Enterprise and RCG PB Ltd.  In this rega rd, we note that Ramius Advisors, as
investment manager, has voting control a nd investment discretion over the shares
held by Ramius Enterprise and RCG PB Ltd.  See Exchange Act Rule  16a-1(a)(2).
 Use of Proceeds, page 17

 4. We refer to your revisions made in response to our prior comment 3.  Please revise your disclosure to specify th e approximate amount of the proceeds you
intend to use for the Microsoft litiga tion, commercialization of your patented
GABRIEL Connection Technology and your in tellectual property portfolio, and
towards the establishment of the exclusiv e secure domain name registry in the
United States and other markets.  S ee Item 504 of Regulation S-K.  Also,
considering your statement that if you ar e unsuccessful in the Microsoft litigation
you may not survive, please revise your disclosure to provide quantitative data
regarding the deficiency in the amount of anticipated proceeds from this offering that will require you to obtain funds from additional sources.

*     *     *     *     *

Please direct any questions to Ryan Houseal, Attorney-Advisor, at (202) 551-
3105 or, in his absence, to me at (202) 551- 3456.  If you require furt her assistance, you
may contact Barbara C. Jacobs, A ssistant Director, at (202) 551-3735.

     S i n c e r e l y ,          Matthew Crispino      S t a f f  A t t o r n e y
  cc: Via Facsimile (650) 614-7401

 Lowell D. Ness, Esq.  Orrick, Herrington & Sutcliffe LLP