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June 16, 2021
Michelle Kley
Executive Vice President, General Counsel and Secretary
Virgin Galactic Holdings, Inc
166 North Roadrunner Parkway, Suite 1C
Las Cruces, New Mexico 88011
Re:Virgin Galactic Holdings, Inc
Registration Statement on Form S-3
Filed May 28, 2021
File No. 333-256607
Dear Ms. Kley:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
General
1.It appears that you are seeking to register the issuance of shares of common stock
underlying 2,666,667 warrants issued to investors in a private placement in connection
with the closing of your initial public offering.  Please provide your analysis as to why
you believe you are eligible to register the issuance of the underlying common shares to
private placement purchasers as these shares appear to have been offered privately.
Alternatively, please revise your registration fee table and prospectus to indicate that the
registration statement does not cover the offer and sale of these underlying securities.  For
guidance, refer to Securities Act Sections Compliance and Disclosure Interpretations
239.15 and 103.04.

 FirstName LastNameMichelle  Kley
 Comapany NameVirgin Galactic Holdings, Inc
 June 16, 2021 Page 2
 FirstName LastName
Michelle  Kley
Virgin Galactic Holdings, Inc
June 16, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Irene Barberena-Meissner at (202) 551-6548 or Kevin Dougherty at (202)
551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Drew Capurro, Esq.