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 VirnetX Holding Corporation
 308 Dorla Court, Suite 206
 Zephyr Cove, Nevada 89448

 May 27, 2026

 VIA EDGAR
 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: Pearlyne Paulemon

 Re:

 VirnetX Holding Corporation

 Registration Statement on Form S-3

 File No. 333-295960

 Acceleration Request

 Requested Date:

 June 2, 2026

 Requested Time:

 4:00 p.m.

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, VirnetX Holding Corporation (the “ Company ”) hereby requests that the above-referenced
 Registration Statement on Form S-3 (File No. 333-295960) (the “ Registration Statement ”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable,
 or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective,
 please orally confirm that event with the Company’s counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Lauren Lichtblau at (650) 849-3069.

 [ Signature page follows ]

 Sincerely,

 VirnetX Holding Corporation

 /s/ Kendall Larsen

 Kendall Larsen

 Director, Chief Executive Officer and President

 cc:

 Katherine Allanson, VirnetX Holding Corporation

 Katharine Martin, Wilson Sonsini Goodrich & Rosati, P.C.

 Lauren Lichtblau, Wilson Sonsini Goodrich & Rosati, P.C.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 21, 2026

Kendall Larsen
Chief Executive Officer
VirnetX Holding Corp
308 Dorla Court, Suite 206
Zephyr Cove, NV 89448

 Re: VirnetX Holding Corp
 Registration Statement on Form S-3
 Filed May 15, 2026
 File No. 333-295960
Dear Kendall Larsen:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.
 Please contact Pearlyne Paulemon at 202-551-8714 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Katharine Martin
</TEXT>
</DOCUMENT>

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August 7, 2018

VIA EDGAR

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jeff N. Kauten

Re:

VirnetX Holding Corporation

Registration Statement on Form S-3

File No. 333-226413

Acceleration Request

Requested Date:

August 13, 2018

Requested Time:

5:00 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, VirnetX Holding Corporation (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-226413) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”).  Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, by calling Bradley L. Finkelstein at (650) 565-3514.

* * * *

Sincerely,

VIRNETX HOLDING CORPORATION

/s/ Kendall Larsen

Kendall Larsen

Chief Executive Officer

cc:

Bradley L. Finkelstein, Wilson Sonsini Goodrich & Rosati, Professional Corporation

August 6, 2018
Kendall Larsen
Chief Executive Officer
VirnetX Holding Corporation
308 Dorla Court, Suite 206
Zephyr Cove, NV 89448
Re:VirnetX Holding Corporation
Registration Statement on Form S-3
Filed July 30, 2018
File No. 333-226413
Dear Mr. Larsen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  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.
            You may contact Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence,
Jan Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Barbara C. Jacobs, Assistant Director, at (202) 551-3730.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Bradley L. Finkelstein

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August 31, 2015

VIA EDGAR

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Mark P. Shuman

Barbara C. Jacobs

Matthew Crispino

Re:

VirnetX Holding Corporation

Registration Statement on Form S-3

 File No. 333-206497

Acceleration Request

Requested Date:

September 2, 2015

Requested Time:

4:00 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, VirnetX Holding Corporation (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-206497) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”).  Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, by calling Bradley L. Finkelstein at (650) 565-3514.

In connection with the acceleration request, the Company hereby acknowledges that:

·
should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

·
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

·
the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * * *

Sincerely,

VIRNETX HOLDING CORPORATION

/s/ Kendall Larsen

Kendall Larsen

Chief Executive Officer

cc:
Bradley L. Finkelstein, Wilson Sonsini Goodrich & Rosati, Professional Corporation

Mail Stop 4561

August 28 , 2015

Kendall Larsen
Chief Executive Officer
VirnetX Holding Corporation
308 Dorla Court, Suite 206
Zephyr Cove, NV 89448

Re: VirnetX Holding Corporation
  Registration Statement on Form S-3
Filed  August 21 , 2015
  File No.  333-206497

Dear Mr. Larsen :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule  461 regarding requests for  acceleration .  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the

Kendall Larsen
VirnetX Holding Corporation
August 28 , 2015
Page 2

 fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact  Matthew Crispino, Staff Attorney,  at (202) 551 -3456 with any
questions.

Sincerely,

 /s/ Barbara C. Jacobs for

Mark P. Shuman
Branch Chief – Legal
Office of Information Technologies
and Services

cc: Bradley L. Finkelstein
Wilson Sonsini Goodrich & Rosati

August 1 4, 2014

Via E -mail
Mr. Kendall Larsen
Chief Executive Officer
VirnetX Holding Corporation
308 Dorla Court, Suite 206
Zephyr Cove, NV

Re: VirnetX Holding Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2013
Filed March 3, 2014
File No. 001-33852

Dear Mr. Larsen :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

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July 29, 2014

Via EDGAR and Overnight Delivery

U.S. Securities Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:
Patrick Gilmore, Accounting Branch Chief

Re:

VirnetX Holding Corporation

Form 10-K for the Fiscal Year Ended December 31, 2013

Filed March 3, 2014

File No. 001-33852

Ladies and Gentlemen:

On behalf of our client, VirnetX Holding Corporation (“VirnetX” or the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission contained in its letter dated July 15, 2014, relating to the above referenced Form 10-K for the Fiscal Year Ended December 31, 2013 (the “10-K”). On behalf of the Company, we are concurrently submitting via EDGAR this letter and Amendment No. 1 to the 10-K (the “10-K/A”).

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except as otherwise specifically indicated herein, page references correspond to the 10-K.

Form 10-K for the Fiscal Year Ended December 31, 2013

Business

Intellectual Property and Patent Rights, page 12

1.
Please tell us what consideration you gave to separately disclosing the number of U.S. and international patents, and indicating whether your existing and pending patent applications are foreign counterpart patent applications that relate to similar or identical technology.

We supplementally advise the Staff that the Company intended to separately disclose the number of U.S. and non-U.S. patents, as it has done in prior Form 10-K filings.  However, due to an oversight, the Company included only total numbers in this filing.  For future filings, the Company will again separately disclose by U.S. and non-U.S. totals and expand the disclosure to describe the relationship of those patents to similar or identical technology.

Item 3. Legal Proceedings

2.
We note that in some of the patent infringement cases you disclose that you “seek damages and injunctive relief.”  Please tell us what consideration you gave to expanding your disclosure to explain the amount of damages sought.

We supplementally advise the Staff that the patent infringement cases seek unspecified damages relief.  In addition, we note that as a general matter in patent infringement cases, the amount and measure of damages are frequently litigated issues.  For example, in the Company’s litigation against Apple, Inc. (“Apple”) Apple filed a post-trial motion to reduce the amount of damages awarded to VirnetX in the litigation, which was subsequently denied by the court.   While VirnetX has publicly published its royalty guidelines for negotiated royalties for parties seeking to license its technology (see http://virnetx.com/licensing/royalty-rates-and-guidelines), it cannot accurately predict the amount of damages to which it will be entitled in the patent litigations.

Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm, page 37

3.
We note that in the third paragraph of the audit report, your auditors only opined on the balance sheet as of December 31, 2013; however, the financial statements included in the filing also include the balance sheet as of December 31, 2012.  Please amend your filing to include an audit opinion that covers all of the period included in the filing.  Refer to Rule 2‑02(c) of Regulation S-X.

We supplementally advise the Staff that the Company’s independent accounting firm has modified its audit report and is filing concurrently with this letter the 10-K/A with a corrected audit opinion

Notes to Consolidated Financial Statements

Note 11 Income Tax, page 50

4.
We note the benefit (provision) for income taxes changed significantly for the year ended December 31, 2013 compared to December 31, 2012.  Please explain to us the reason for this change from a large income tax benefit in 2012 to a small income tax provision in 2013, taking into consideration the valuation allowance on the deferred tax assets as of the end of both years.  Also tell us your consideration for including such explanation here as well as in your results of operations in MD&A in future filings.

We supplementally advise the Staff that the income tax benefit for the year ended December 31, 2012 resulted from recognition of net operating losses (“NOLs”) generated during the year that could be carried back to generate refunds of taxes paid in prior years.  Pursuant to Internal Revenue Code section 172(b)(1), corporations’ NOLs can be carried back to the two years preceding the loss year and then forward for twenty years following the loss year.  In 2010, the Company had a taxable income of $75 million, which allowed the Company to carry back its 2011 and 2012 NOLs in the amounts of $30 million and $42 million, respectively, for tax refunds.  Due to the tax refunds derived from carrying back the 2012 NOLs, the Company recognized the tax benefit of $12 million in 2012.  In addition, the Company’s management made a determination to provide a full valuation allowance for its net deferred tax assets at the end of 2012 based on its evaluation of positive and negative evidence, including the Company’s history of operating losses and the uncertainty of generating future taxable income that would enable it to realize its deferred tax assets.

-2-

 In 2013, the Company had a taxable loss of $27 million.  Since the 2013 taxable loss was not allowed to carry back to the income year of 2010, the loss had to be carried forward to future years.  The Company’s management made a determination to provide a full valuation allowance for its net deferred tax assets at the end of 2013, including NOLs carryforwards generated during the year, based on its evaluation of positive and negative evidence, including the Company’s history of operating losses and the uncertainty of generating future taxable income that would enable it to realize its deferred tax assets.  The 2013 tax provision of $0.75 million was due primarily to a change in our estimate of taxable income for the 2012 period which was deemed immaterial to the 2012 and 2013 financial statements and a tax reserve for the California research & development credit utilized in the 2010 tax return.

In future filings, in the footnotes and results of operations in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Company will include an expanded narrative explanation of income tax provision changes that take into consideration the valuation allowance on the deferred tax assets.

Item 11. Executive Compensation, page 59 (Incorporated by Reference From Definitive Proxy Statement on Schedule 14A Filed April 11, 2014)

Summary Compensation Table, page 40

5.
We note your discussion on page 42 regarding the compensation paid during fiscal 2013 to Mr. Short, your Chief Scientist, Chief Technology Officer and director.  Please advise why Mr. Short’s compensation is not disclosed in the summary compensation table.  Refer to Item 402(a)(3) of Regulation S-K.  If you believe that Mr. Short is not an executive officer of your company, please provide us with your analysis to support this determination.

We respectfully advise the Staff that, although Dr. Short is a Section 16 reporting person due to his status as a director, the Company did not historically believe that Dr. Short was an executive officer of the Company, and, therefore, he was not within the scope of Rule 402(a)(3) of Regulation S-K.  The Company’s board of directors (the “Board”) evaluates executive officer status on a yearly basis, in connection with its annual meeting, in accordance with the definition of (i) “executive officer” in Rule 405 of the Securities Act of 1933, as amended (“Rule 405”) and (ii) “officer” set forth in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (“Rule 16a-1(f)”).  The Board concluded in a meeting on April 1, 2014 that Dr. Short was not an “executive officer” within the meaning of Rule 405 or an “officer” within the meaning of Rule 16a-1(f).

Dr. Short currently serves as the Company’s Chief Technical Officer and Chief Scientist, managing many aspects of the Company’s research and development efforts.  He is an important and highly valued employee of the Company who brings a high level of technical expertise to the Board and to the Company as a whole.  However, VirnetX has a very small number of employees; as indicated in the 10-K, as of December 31, 2013, the Company had 15 full-time employees.  Accordingly, the Company has a very flat reporting structure.  Dr. Short reports to the Company’s Chief Executive Officer, Mr. Larsen, who is the Company’s principal decision maker, including with respect to research and development activities. The Company historically concluded that Dr. Short does not make independent policy-making determinations with respect to his function, and therefore did not believe that he is “in charge of a principal business unit, division or function.” or performing a policy-making function for the Company.

-3-

However, in light of the Staff’s comment, the Company’s Board has re-examined Dr. Short’s role in light of the definitions set forth in Rule 405 and 16a-1(f) and determined that, in light of his current role in managing the research and development staff and determining research and development priorities, on a going forward basis Dr. Short will be considered an “executive officer” of the Company.  As such, the Company will determine if Dr. Short is a “named executive officer” requiring disclosure under Rule 402(a)(3) in the Company’s proxy statement for its 2015 annual meeting.

* * * *

The Company acknowledges that:

·
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

·
the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

-4-

Please direct any questions regarding the Company’s responses to me at (650) 565-3514 or BFinkelstein@wsgr.com.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Bradley L. Finkelstein

Bradley L. Finkelstein

cc:

Kendall Larsen

-5-

July 15, 2014

Via E -mail
Mr. Kendall Larsen
Chief Executive Officer
VirnetX Holding Corporation
308 Dorla Court, Suite 206
Zephyr Cove, NV

Re: VirnetX Holding Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2013
Filed March 3, 2014
File No. 001-33852

Dear Mr. Larsen :

We have reviewed your filing an d have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   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 filing and the information you provide in
response to these comment s, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2013

Business

Intellectual Property and Patent Rights, page 12

1. Please tell us what consideration you gave to separately disclosing the number of U.S.
and international patents, and indicating whether your existing and pending patent
applications are foreign counterpart patent applications that relate to similar or identical
technology.

Mr. Kendall Larsen
VirnetX Holding Corporation
July 15, 2014
Page 2

 Item 3.   Legal Proceedings

2. We note that in some of the pa tent infringement cases you disclose that you “seek
damages and injunctive relief.”   Please tell us what consideration you gave to expanding
your disclosure to explain the amount of damages sought.

Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm, page 37

3. We note that in the third paragraph of the audit report, your auditors only opined on the
balance sheet as of December 31, 2013; however, the financial statements included in the
filing also i nclude the balance sheet as of December 31, 2012.  Please amend your filing
to include an audit opinion that covers all of the period included in the filing.  Refer to
Rule 2 -02(c) of Regulation S -X.

Notes to Consolidated Financial Statements

Note 11 Income Tax, page 50

4. We note the benefit (provision) for income taxes changed significantly for the year ended
December 31, 2013 compared to December 31, 2012.  Please explain to us the reason for
this change from a large income tax benefit in 2012 to a sm all income tax provision in
2013, taking into consideration the valuation allowance on the deferred tax assets as of
the end of both years.  Also tell us your consideration for including such explanation here
as well as in your results of operations in MD& A in future filings.

Item 11.   Executive Compensation, page 59 (Incorporated by Reference From Definitive Proxy
Statement on Schedule 14A Filed April 11, 2014)

Summary Compensation Table, page 40

5. We note your discussion on page 42 regarding the compens ation paid during fiscal 2013
to Mr. Short, your Chief Scientist, Chief Technology Officer and director.   Please advise
why Mr. Short’s compensation is not disclosed in the summary compensation
table.   Refer to Item 402(a)(3) of Regulation S -K.  If you bel ieve that Mr. Short is not an
executive officer of your company, please provide us with your analysis to support this
determination.

Mr. Kendall Larsen
VirnetX Holding Corporation
July 15, 2014
Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain tha t the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the a ccuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commissio n or any person under the federal securities laws of the United States.

You may contact Melissa Kindelan, Staff Accountant  at (202) 551 -3564  if you have
questions regarding comments on the financial statements and re lated matters.  If you have any
other questions, please contact Gabriel Eckstein, Staff Attorney, at (202) 551 -3286  or Matthew
Crispino, Staff Attorney , at (202) 551 -3456 .  If you require further assistance, do not hesitate  to
contact me at (202) 551 -3406 .

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

November 7 , 2012

Via E-mail
Mr. Kendall Larsen
President & Chief Executive Officer
VirnetX Holding Corporation
308 Dorla Court
Suite 206
Zephyr Cove, NV 89448

Re: VirnetX Holding Corporation .
 Form 10-K for the Fiscal Year Ended December 31, 201 1
Filed February 2 9, 2012
File No. 001-33852

Dear Mr. Larsen:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief

cc:   Via E -mail
Brad Finkelstein
Wilson Sonsini Goodrich & Rosati

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VIA EDGAR AND BY EMAIL

October 30, 2012

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-3628

Attention:

Kathleen Collins, Accounting Branch Chief

Re:

VirnetX Holding Corporation.

Form 10-K for the Fiscal Year Ended December 31, 2011

Filed February 29, 2012

Form 10-Q for the Quarter Ended June 30, 2012

Filed August 9, 2012

File No. 001-33852

Ladies and Gentlemen:

On behalf of VirnetX Holding Corporation, a Delaware corporation (“VirnetX”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated October 2, 2012, relating to the above reference filings. Set forth below are the Company’s responses to the comments from the Staff.

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with VirnetX’s response.

Form 10-Q for the Fiscal Quarter ending June 30, 2012

Notes to the Financial Statements

Note 9. Litigation, page 9

1.

We note from your response to our prior comment 1 that the one-time payments received in your Patent License Agreements did not include a damages judgment. Considering the Agreements were entered into in settlement of existing patent infringement litigation in which you agreed to dismiss the pending litigation, tell us what consideration you gave to allocating a portion of the proceeds to non-license royalty revenues such as consideration for settling the dispute, interest or other income or expense reimbursement, etc.

CONFIDENTIAL TREATMENT REQUESTED BY VIRNETX HOLDING CORPORATION – VHC-001

Each of the Patent License Agreements clearly sets forth that the payments to be made by the licensee are divided among a) payments for historical use of VirnetX intellectual property without a license and b) a future right to use such intellectual property under a license. Since both the historical and future payments were determined entirely in accordance with product revenues of the licensee, VirnetX concluded the entire portion of the payments received during the quarter ended June 30, 2012 was allocable to past sales. The amounts paid by the licensees are within VirnetX’s published licenses guidelines under which it is willing to license its intellectual property to independent third parties in the ordinary course of business. Please see VirnetX’s Licensing Guidelines, which are attached hereto and publicly available on VirnetX’s website (www.virnetx.com). As a result, VirnetX concluded that these licenses constitute sales to customers which would have  been recognized during the customers’ initial use of VirnetX’s intellectual property, since each of the customers engaged in unauthorized use of the intellectual property prior to such customers’ having entered into the license agreement.  The Patent License Agreements do not provide for any direct payment in respect of settlement of the dispute, reimbursement of expenses or other transfer of value other than license rights.

2.

Please explain further how you considered the allocation guidance of ASC 605-25-25, by analogy, with regards to disaggregating any allocation to separate elements among these Agreements.

VirnetX considered the guidance of ASC 605-25-25 by analogy with respect to separate units of accounting for arrangements with multiple elements.  However, VirnetX determined that the revenue to be recognized did not include multiple deliverables, but rather a single element. VirnetX only makes its intellectual property available to its customers as a single “product” – that is, the right to exploit the intellectual property under a license (without support) – and therefore does not contain separately allocable elements that have value on a standalone basis.  In addition, the Patent License Agreements do not contain separate elements or payments for items such as damages, settlement, legal or expense reimbursement and VirnetX did not seek, nor receive settlement damages, or any expense reimbursements as part of the settlements.

3.

Please describe, in detail, how you determined the amount of consideration to be paid for past royalties under each of these Agreements. In your response, please clarify whether each Agreement covers the same technology and if so, explain further why the royalty rates differ and how such rates were derived under each Agreement. In this regard, tell us what impact any exclusive or non-exclusive license provisions had on your determination of royalty rates among the Agreements. In addition, tell us whether you were able to determine the actual amount of usage based on prior sales by each licensee and how such usage factored into the one-time payment received upon settlement. Also, explain further why you believe revenue classification is appropriate for the entire amount of such payments.

CONFIDENTIAL TREATMENT REQUESTED BY VIRNETX HOLDING CORPORATION – VHC-002

The consideration paid for past royalties was determined by arms-length negotiation with each of the licensees, consistent with VirnetX’s published licensing guidelines.  None of the licenses contain exclusivity provisions.  While the patents addressed in each of the Patent Licenses are similar, each licensee may use the technology differently, and different licensees have different portfolios of products which use the technology (and therefore may have the potential for different amounts of aggregate revenue from our licensed products).   For example, the aggregate amount of past usage royalty payments for one of the licensees with a lower rate is roughly ten times that of another licensee.  Each of the Patent Licenses addresses historical sales of products and calculates the one-time payment based directly on such historical uses and an applied royalty rate within VirnetX’s published guidelines. VirnetX has the ability to audit such calculations under the terms of the agreements.  VirnetX determined the full amount of the payments received during settlement is appropriately classified as revenue as those amounts were based entirely on past sales, or use of VirnetX products, without having been paid by the customer for such sales and use.  VirnetX did not receive damages, settlement fees, legal fees, interest or any other fees in the Patent Licenses other than amounts based on historical sales.  Guidance under ASC 985-605-25 states:

If the arrangement does not require significant production, modification, or customization of software, revenue shall be recognized when all of the following criteria are met:

a.  Persuasive evidence of an arrangement exists (see paragraphs 985-605-25-15 through 25-17).

b.  Delivery has occurred (see paragraphs 985-605-25-18 through 25-29).

c.  The vendor’s fee is fixed or determinable (see paragraphs 985-605-25-30 through 25-40).

d.  Collectability is probable (see paragraphs 985-605-25-13 through 25-14 and 985-605-25-30 through 25-40).

VirtnetX determined that revenue recognized to date met all four criteria.

4.

Tell us how you determined the future royalty rates for each of these Agreements. Explain further why the rates differ amongst the Agreements and why the royalty rates charged for past usage are lower than those charged for future usage in two of your Agreements. Also, tell us how these royalty rates compare to the rates charged under arrangements that were not negotiated as part of pending litigation as well as to your established licensing policies.

CONFIDENTIAL TREATMENT REQUESTED BY VIRNETX HOLDING CORPORATION – VHC-003

Like consideration paid for past royalties, the consideration paid for future royalties was also determined by arms-length negotiation with each of the licensees, consistent with VirnetX’s published licensing guidelines. As indicated in response to comment 3, the individual rates are determined based on the future applications to be used and potential volume of the particular licensee and the results of confidential negotiations.   Since the future licenses continue in perpetuity, a larger royalty rate for future usage may be advantageous to VirnetX, given the technology is at a relatively early stage. While VirnetX has not to date entered into a license agreement that was not part of pending litigation, VirnetX has published the guidelines upon which it will make licenses available and has agreed with the European Telecommunications Standards Institute (ETSI) and the Alliance for Telecommunications Industry Solutions (ATIS) that it will make licenses available a non-exclusive patent license under FRAND (fair, reasonable and non-discriminatory terms and conditions, with compensation), to 3GPP members desiring to implement the technical specifications identified by VirnetX as essential to certain developing specifications in the 3GPP, LTE, SAE project, as set forth under their policies.

5.

Please provide us with copies of each of these Agreements and a summary of the terms, conditions and nature of any exclusivity conditions.

We are providing supplementally copies of each of the Patent License Agreements, subject to a request by VirnetX for confidential treatment.  There are no exclusivity provisions.

Each of the Patent License Agreements follows the same general format:

1.

Mutual releases of claims concerning the litigation

2.

A perpetual non-exclusive license from VirnetX to licensee to specified patents

3.

Provisions concerning use of the license by affiliates of the licensee

4.

Dismissal of the pending litigation

5.

Calculation and payment of royalties for past and future sales

6.

Procedure for accounting and auditing royalty determinations

7.

Provisions concerning termination for breach, including action by a license to challenge the patents

8.

Miscellaneous provisions, including representations and warranties regarding authority, challenges to the VirnetX patents, successors and assigns, effect of bankruptcy, dispute resolution and confidentiality.

*           *           *

CONFIDENTIAL TREATMENT REQUESTED BY VIRNETX HOLDING CORPORATION – VHC-004

Should you have any questions relating to the foregoing or wish to discuss any of VirnetX’s responses, please contact me at the number appearing on the first page of this letter or my partner Katharine A. Martin at (650) 565-3522.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Bradley L. Finkelstein

Bradley L. Finkelstein

cc:

Kendall A. Larsen, VirnetX Holding Corporation

Katharine A. Martin, Esq.

CONFIDENTIAL TREATMENT REQUESTED BY VIRNETX HOLDING CORPORATION – VHC-005

VirnetX Patent Licensing Guidelines per Company Website: www.virnetx.com

License Agreement Type

Royalty Rate

Standard Rate

2% - 5%

Incentivized Rate

1% - 2%

Guidelines : Initial license fee and an ongoing royalty fee for every product shipped

o

The royalty fee will be calculated as a percentage of the total unit sale price

o

Royalty fee will apply for every unit shipped with the VirnetX techniques independent of the   usage by customer

o

Potential Incentives may include Good standing

o

Annual Volume Commitment

o

Prepaid Royalty

CONFIDENTIAL TREATMENT REQUESTED BY VIRNETX HOLDING CORPORATION – VHC-006

CORRESP
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October 24, 2012

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Kathleen Collins, Accounting Branch Chief

Re:
VirnetX Holding Corporation

Form 10-K for the Fiscal Year Ended December 31, 2011

Filed February 29, 2012

Form 10-Q for the Quarter Ended June 30, 2012

Filed August 9, 2012

File No. 001-33852

Ladies and Gentlemen:

VirnetX Holding Corporation (the "Company") respectfully advises the staff (the "Staff") of the Securities and Exchange Commission that the Company is in receipt of the Staff's letter dated October 2, 2012 containing comments regarding the above-referenced filings.  The Company respectfully advises the Staff that, due to efforts in coordinating our response, the Company expects to respond to the Staff's letter no later than October 30, 2012.

Please do not hesitate to call me at (775) 548-1785 if you have any questions or require additional information.  I thank you in advance for your consideration.

Very truly yours,

VIRNETX HOLDING CORPORATION

/s/ Richard Nance

Richard Nance, Chief Financial Officer

cc:
Brad Finkelstein, Wilson Sonsini Goodrich & Rosati

October 2, 2012

Via E-mial
Mr. Kendall Larsen
President & Chief Executive Officer
VirnetX Holding Corporation
308 Dorla Court
Suite 206
Zephyr Cove, NV 89448

Re: VirnetX Holding Corporation .
 Form 10-K for the Fiscal Year Ended December 31, 201 1
Filed February 2 9, 2012
Form 10 -Q for the Quarter Ended June 30, 2012
Filed August 9, 2012
File No. 001-33852

Dear Mr. Larsen:

We have reviewed your letter dated August 30, 2012 in connection with the above -
referenced filing s and have the following comment.  In our comment , we may ask you to provide
us with information so we may better understand your disclosure.

Please respond to this letter within t en business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is a ppropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have  additional comments.   Unless otherwise noted , where
prior comments are referred to the y refer to our letter dated August 13, 2012 .

Form 10 -Q for the Fiscal Quarter ending June 30, 2012

Notes to the Financial Statements

Note 9.   Litigation, page 9

1. We note from your response to our prior comment 1 that the one -time payments r eceived
in your Patent License Agreements did not include a damages judgment.  Considering the
Agreements were entered into in settlement of existing patent infringement litigation in
which you agreed to dismiss the pending litigation, tell us what conside ration you gave to

Kendall Larsen
VirnetX Holding Corporation
October 2, 2012
Page 2

 allocating a portion of the proceeds to non -license royalty revenues such as consideration
for settling the dispute, interest or other income or expense reimbursement, etc.

2. Please explain further how you considered the allocation guida nce of ASC 605 -25-25, by
analogy, with regards to disaggregating any allocation to separate elements among the se
Agreements.

3. Please describe, in detail, how you determined the amount of consideration to be paid for
past royalties under each of these Agr eements.  In your response, please clarify whether
each Agreement covers the same technology and if so, explain further why the royalty
rates differ and how such rates were derived under each Agreement.  In this regard, tell us
what impact any exclusive or  non-exclusive license provisions had on your determination
of royalty rates among the Agreements.  In addition, tell us whether you were able to
determine the actual amount of usage based on prior sales by each licensee and how such
usage factored into th e one -time payment received upon settlement.  Also, explain further
why you believe revenue classification is appropriate for the entire amount of such
payments.

4. Tell us how you determined the future royalty rates for each of these Agreements.
Explain further why the rates differ amongst the Agreements and why the royalty rates
charged for past usage are lower than those charged for future usage in two of your
Agreements.  Also, tell us how these royalty rates compare to the rates charged under
arrangem ents that were not negotiated as part of pending litigation as well as to your
established licensing policies.

5. Please provide us with copies of each of these Agreements and a summary of the terms,
conditions and nature of any exclusivity conditions.

You may contact Melissa Kindelan , Staff Accountant at (202) 551 -3564 if you have
questions regarding comments on the financial statements and related matters.  Please contact me
at (202) 551 -3499 with any other questions.

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief

cc:   Via E -mail
Brad Finkelstein
Wilson Sonsini Goodrich & Rosati

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[WSGR LETTERHEAD]

August 30, 2012

Certain information has been omitted from the EDGAR filed copy of this Letter and provided separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.  The omitted portions have been identified with a placeholder identified by the mark “[**]”.

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-3628

Attention:

Kathleen Collins, Accounting Branch Chief

Re:

VirnetX Holding Corporation.

Form 10-K for the Fiscal Year Ended December 31, 2011

Filed February 29, 2012

Form 10-Q for the Quarter Ended June 30, 2012

Filed August 9, 2012

File No. 001-33852

Ladies and Gentlemen:

On behalf of VirnetX Holding Corporation, a Delaware corporation (“VirnetX”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated August 13, 2012, relating to the above reference filings. Set forth below are VirnetX’s responses to the comments from the Staff.

In this letter, we have recited the comments from the Staff in italicized type and have followed each comment with VirnetX’s response.

Form 10-Q for the Fiscal Quarter ending June 30, 2012

Notes to the Financial Statements

Note 9. Litigation, page 9

1.

We note that during fiscal 2012 you entered into Patent License Agreements with three parties with whom you had pending litigations (Aastra USA, Inc., Mitel Network Corporation, and NEC Corporation). We further note that these Agreements included a one-time payment to the company and on-going royalties for all future sales through the expiration of the licensed patents. Please tell us the following as it relates to each of these Agreements:

·

Describe in further detail the terms of these Agreements;

CONFIDENTIAL TREATMENT REQUESTED BY VIRNETX HOLDING CORPORATION – VHC-001

- 1 -

Each of the Agreements was entered into in settlement of existing patent infringement litigation brought by VirnetX against the relevant counterparty to the Agreement, prior to any final judgment or determination of liability or damages in the litigation.  Under the Agreements, which all follow the same general format, in exchange for a one-time payment as compensation for prior sales by the licensee, and also an ongoing future royalty as compensation for future sales by the licensee, VirnetX agreed to dismiss the pending litigation against the counterparty and enter into a perpetual, non-exclusive, non-transferable (except in circumstances explicitly provided in the Agreement) license in the United States to specified VirnetX patents.  The parties also agreed to mutual releases of claims concerning the litigation.

·

Tell us the amount of the one-time payments received for each Agreement and tell us when you received such payments;

VirnetX collected the following one-time payments on the following dates.

Party

Past Royalties One-Time

Payments

Date Received

Aastra

[**]

May 1, 2012

Mitel

[**]

August 14, 2012

NEC

[**]

Not received to date;

Due within 45 days of August 1, 2012;

No revenue recognized to date

These amounts were negotiated with each licensee based upon application of a royalty rate to historical sales of licensed products prior to the execution of the license agreement.  These one-time payments were compensation for prior sales by the licensee and do not represent compensation for any future sales. These amounts do not represent a damages judgment.

·

Tell us how you accounted for these payments and provide the specific accounting guidance you relied upon;

The consideration in each of the settlements constituted (A) a one-time royalty payment based on prior sales, and (B) an on-going future royalty payment agreement based on future sales.

VirnetX recognized amounts received as one-time payments based on prior sales as “Revenues – Royalties” in its Consolidated Statement of Operations at the time of collection in accordance with ASC 985-605-25 since the one-time payments were made for licenses with respect to sales occurring in the past, and the other requirements of ASC 985-605-25 were met upon receipt of the payment.  VirnetX did not have a reliable basis to assess collectability or determine royalty amounts prior to that time.

ASC 985-605-25: If an arrangement does not require significant production, modification or customization of software, revenue is recognized when all of the following criteria are met (1) persuasive evidence of an arrangement exists, (2) delivery has occurred, (3) the vendor’s fee is fixed or determinable and (4) collectability is probable.

CONFIDENTIAL TREATMENT REQUESTED BY VIRNETX HOLDING CORPORATION – VHC-002

- 2 -

In addition, VirnetX relied upon SEC Staff Accounting Bulletin Topic 13.A.3(f) – Q&A No. 11, “To the extent that the license is a separate deliverable, the fee is nonrefundable, and the seller has no future obligations or performance requirements, revenue will generally be recognized . . . .  at the beginning of the license term (the specific performance model) . . .”

With respect to royalty amounts based on future sales, none of which have been received to date, they will also be recognized in accordance with ASC 985-605-25, at the time all four conditions of revenue recognition are met.

·

Tell us the royalty rate to be paid under each Agreement; and

The royalty rates under each Agreement are as follows:

Party

Past Royalty Rates (Used Only to Determine

Amount of One Time Payments)

Future Royalties

Aastra

[**]

[**]

Mitel

[**]

[**]

NEC

[**]

[**]

Royalty rates apply to sales of “Licensed Products” or “Royalty Bearing Products” as defined in each Agreement.

·

Tell us the amount of royalties received to date, if any and how you accounted for such payments.

Other than the one time payments as compensation for prior sales received from Aastra and Mitel discussed in response to the second bullet above, the VirnetX has not received any other royalties to date.  That is, VirnetX has not to date received any royalties with respect to future sales after execution of the Agreements. Such amounts are expected to be first received in October or November 2012 (subject to sales of licensed products occurring by the licensee), and will be recorded when the requirements for revenue recognition discussed above are met.

*           *           *

CONFIDENTIAL TREATMENT REQUESTED BY VIRNETX HOLDING CORPORATION – VHC-003

- 3 -

Should you have any questions relating to the foregoing or wish to discuss any of VirnetX’s responses, please contact me at (650) 565-3514 or my partner Katharine A. Martin at (650) 565-3522.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Bradley L. Finkelstein

Bradley L. Finkelstein

cc:

Kendall A. Larsen, VirnetX Holding Corporation

Katharine A. Martin, Esq.

CONFIDENTIAL TREATMENT REQUESTED BY VIRNETX HOLDING CORPORATION – VHC-004

- 4 -

VIRNETX HOLDING CORPORATION

308 Dorla Court, Suite206

Zephyr Cove, NV  89448

August 30, 2012

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-3628

Attention:

Kathleen Collins, Accounting Branch Chief

Re:

VirnetX Holding Corporation.

Form 10-K for the Fiscal Year Ended December 31, 2011

Filed February 29, 2012

Form 10-Q for the Quarter Ended June 30, 2012

Filed August 9, 2012

File No. 001-33852

Ladies and Gentlemen:

In response to your request in the letter dated August 13, 2012 relating to the above-referenced filings, VirnetX Holding Corporation, a Delaware corporation (“VirnetX”), hereby acknowledges the following:

1.

VirnetX is responsible for the adequacy and accuracy of the disclosure in VirnetX’s filings;

2.

Comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to VirnetX’s filings; and

3.

VirnetX may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

*           *           *

Very truly yours,

VIRNETX HOLDING CORPORATION

By:

/s/ Kendall A. Larsen

Name:

Kendall A. Larsen

Title:

President and Chief Executive Officer

cc:

Katharine A. Martin, Wilson Sonsini Goodrich & Rosati, Professional Corporation

Bradley L. Finkelstein, Wilson Sonsini Goodrich & Rosati, Professional Corporation

August 13, 2012

Via E-mial
Mr. Kendall Larsen
President & Chief Executive Officer
VirnetX Holding Corporation
308 Dorla Court
Suite 206
Zephyr Cove, NV 89448

Re: VirnetX Holding Corporation .
 Form 10-K for the Fiscal Year Ended December 31, 201 1
Filed February 2 9, 2012
Form 10 -Q for the Quarter Ended June 30, 2012
Filed August 9, 2012
File No. 001-33852

Dear Mr. Larsen:

We have reviewed your filing s and have the following 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 within ten business days by amending your filing, by
providing the request ed information, or by advising us when you will provide the requested
response.   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 filing and the information you provide in
response to these comments, we may have additional comments.

Form 10 -Q for the Fiscal Quarter ending June 30, 2 012

Notes to the Financial Statements

Note 9.   Litigation, page 9

1. We note that during fiscal 2012 you entered into Patent License Agreements with three
parties  with whom you had pending litigations (Aastra USA, Inc., Mitel Network
Corporation, and NEC Corporation).  We further note that these Agreements included a
one-time payment to the company and on -going royalties for all future sales through the
expiration of the licensed patents.  Please tell us the following as it relates to each of
these Agreements:

Kendall Larsen
VirnetX Holding Corporation
August 13, 2012
Page 2

 Describe in further detail the terms of these Agreements;
 Tell u s the amount of the one -time payments received for each Agreement  and tell us
when you received such payments;
 Tell us how you accounted for these payments and provide the specific accounting
guidance you relied upon;
 Tell us the royalty rate to be paid under each Agreement; and
 Tell us the amount of royalties received to date, if any and how you accounted for
such payments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing  includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comment s or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any per son under the federal securities laws of the United States.

You may contact Melissa Kindelan , Staff Accountant at (202) 551 -3564 if you have
questions regarding comments on the financial statements and related matters.  Please contact me
at (202) 551 -3499  with any other questions.

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief

cc:   Via E -mail
Brad Finkelstein
Wilson Sonsini Goodrich & Rosati

March 18, 2011
  William Sliney  Chief Financial Officer  VirnetX Holding Corporation  5615 Scotts Valley Drive, Suite 100  Scotts Valley, CA 95066
Via Facsimile (831) 438-3078

Re:  VirnetX Holding Company
Form 10-K and Form 10-K/A for Fi scal Year Ended December 31, 2009
Filed March 31, 2010 and February 1, 2011, respectively
File No. 001-33852

Dear Mr. Sliney:
We have completed our review of your Form 10-K and related filings and have no further
comments at this time on the specific issues raised.
Sincerely,
  /s/  Kathleen Collins
Kathleen Collins
Accounting Branch Chief

CORRESP
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March 11, 2011

VIA EDGAR

United States Securities and Exchange Commission

One Station Place

100 F Street, NE

Washington, D.C. 20549-4561

Attn:

Kathleen Collins

Melissa Kindelan

Re:

VirnetX Holding Corporation

Form 10-K for Fiscal Year Ended December 31, 2009 Filed March 31, 2010

Form 10-Q for Fiscal Quarter Ended June 30, 2009 Filed August 9, 2010

File No. 001-33852

Ladies and Gentlemen:

On behalf of VirnetX Holding Corporation (the “Company”), we are hereby providing an additional response to comment number 2 contained in the letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated December 21, 2010.  For the Staff’s convenience, we have repeated such comment of the Staff in bold italics with the Company’s response thereto following immediately thereafter.

Form 10-Q for the Fiscal Quarter ending June 30, 2010

Notes to the Financial Statements

Note 11 — Litigation, page 10

2. We note from your response to prior comment 2 that you consider the litigation settlements to be multiple element arrangements.  You further indicate that your analysis of the estimated fair value of the technology license element included estimated revenue from publicly filed financial statements, research reports, consultants and other sources.  However, you do not note the specific results of your analysis other than you state no residual amount of the total settlement amount remained to allocate to the litigation settlement.  Please provide us with specific information about your analysis including: the amounts of estimated revenue, discount rates, and other assumptions used as well as the specific sources from which the information was derived; tell us who performed the analysis and tell us the fair value of the technology license element as determined in your analysis.

United States Securities and Exchange Commission

March 11, 2011

Page 2

As previously communicated to the Staff, the Company initially determined to characterize as revenue the $200,000,000 amount that it had received under the Settlement and License Agreement with Microsoft in its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2010 and September 30, 2010.  However, in light of the Staff’s comment and the Company’s subsequent discussions with the Staff, the Company has re-assessed its reporting of this amount and has determined that the entire amount that was previously reported as revenue should be classified as a gain on settlement as a separate line item under operating expenses.

As discussed with the Staff, the Company plans to prepare and file its 2010 Form 10-K with the foregoing adjustment on or about March 16, 2011.

The Company respectfully requests that the Staff issue a letter confirming that it has no further comments regarding the above-referenced reports as soon as possible.

Should you have any questions or comments regarding the foregoing, please don’t hesitate to contact the undersigned at (650) 493-9300.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Melinda A. Anderson

Name Melinda A. Anderson

CORRESP
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January 26, 2011

VIA EDGAR

United States Securities and Exchange Commission

One Station Place

100 F Street, NE

Washington, D.C. 20549-4561

Attn:

Kathleen Collins

Melissa Kindelan

Re:

VirnetX Holding Corporation

Form 10-K for Fiscal Year Ended December 31, 2009 Filed March 31, 2010

Form 10-Q for Fiscal Quarter Ended June 30, 2009 Filed August 9, 2010

File No. 001-33852

Ladies and Gentlemen:

On behalf of VirnetX Holding Corporation (the “Company”), we hereby respond to the letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated December 21, 2010 in connection with the aforementioned filings by the Company.  For the Staff’s convenience, we have repeated the comments of the Staff in bold italics with the Company’s response thereto following immediately thereafter.

Form 10-K for the Fiscal Year ending December 31, 2009

Notes to Financial Statements

Note 8.  Warrants, page 55

1.           We note your response to prior comment 1.  As indicated in our December 10, 2010 phone conversation with your independent auditors, the Staff continues to believe that the Series I warrants are not indexed to the company’s own stock pursuant to the guidance in ASC 815-40-15 and accordingly, it appears that such warrants should be classified as liabilities.  Please update us as to the company’s consideration of this issue.

United States Securities and Exchange Commission

January 26, 2011

Page 2

As previously communicated to the Staff, the Company originally did not consider the Series I Warrants to be subject to liability accounting within the scope of Accounting Standards Codification 815-40-15, “Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASC 815-40-15”).  However, in light of the Staff’s comments, the Company has performed a re-assessment of the Series I Warrants and has concluded that the Series I Warrants are more properly classified as a liability within the scope of ASC 815-40-15 which will result in a fair value measurement of the Series I Warrants as a liability at issuance in September 2009, with changes in fair value recognized in the statement of operations for each subsequent applicable reporting period.

As a result of the reclassification of the Series I Warrants, the Company intends to file restated financial statements for the following periods as soon as reasonably practicable following completion of the review of these matters with its auditors: (i) the fiscal quarter ended September 30, 2009 included in its quarterly report on Form 10-Q as filed with the SEC on November 9, 2009; (ii) the fiscal year ended December 31, 2009 included in its annual report on Form 10-K as filed with the SEC on March 31, 2010; (iii) the fiscal quarter ended March 31, 2010 included in its quarterly report on Form 10-Q as filed with the SEC on May 7, 2010; (iv) the fiscal quarter ended June 30, 2010 included in its quarterly report on Form 10-Q as filed with the SEC on August 9, 2010; and (v) the fiscal quarter ended September 30, 2010 included in its quarterly report on Form 10-Q as filed with the SEC on November 8, 2010.

Form 10-Q for the Fiscal Quarter ending June 30, 2010

Notes to the Financial Statements

Note 11 — Litigation, page 10

2.           We note from your response to prior comment 2 that you consider the litigation settlements to be multiple element arrangements.  You further indicate that your analysis of the estimated fair value of the technology license element included estimated revenue from publicly filed financial statements, research reports, consultants and other sources.  However, you do not note the specific results of your analysis other than you state no residual amount of the total settlement amount remained to allocate to the litigation settlement.  Please provide us with specific information about your analysis including: the amounts of estimated revenue, discount rates, and other assumptions used as well as the specific sources from which the information was derived; tell us who performed the analysis and tell us the fair value of the technology license element as determined in your analysis.

United States Securities and Exchange Commission

January 26, 2011

Page 3

As previously communicated to the Staff, the Company determined during the jury trial in the Company’s litigation against Microsoft that the estimated fair value of the technology license element could have a net present value of as much as $942 million with an estimated $240 million in revenues for past usage and the remainder in ongoing royalty revenue for future use for the life of the patents and therefore there was no residual amount to the total settlement amount left to allocate to the litigation settlement element.  In making such determination, the Company relied in significant part on the analysis performed by Brett Reed, an economic consultant to the Company and a director and co-founder of Competition Economics, an economic consulting and research firm.  Mr. Reed received a master's degree in economics from the University of California Los Angeles and a bachelor’s degree in economics from the University of California Irvine.  The Company believed that it was appropriate to rely on the economic analysis performed by Mr. Reed given his educational background and his experience of over 25 years as an economic consultant, including his particular area of expertise of intellectual property issues such as patent infringement damages and patent valuation.

Mr. Reed provided expert testimony at the jury trial in the Company’s litigation against Microsoft regarding how he calculated the amount of reasonable royalties for the Company’s patents, including the sources of information he relied upon, the discount rates and other assumptions he used in performing such calculation.  The Company is supplementally providing to the Staff a copy of the trial transcript containing Mr. Reed’s testimony.

Mr. Reed testified that he based his analysis on materials produced at trial by Microsoft and the Company and publicly available materials, including the approximately 25-30 depositions of Microsoft individuals and sales data. In addition, Mr. Reed testified that he analyzed the factors from the Georgia-Pacific Corp. vs. the United States Plywood Corp. case in calculating the reasonable royalty rate, including that he used the framework for analyzing these factors within the context of a hypothetical negotiation between a willing licensor and a willing licensee.  As part of this hypothetical negotiation, Mr. Reed indicated that he considered the license agreements that SAIC has entered into with the Company, including the 15% running royalty rate, as well as the license agreements SAIC entered into with SafeNet and the 20% running royalty rate and that the Company and SAIC had plans for a security software product that would be priced at somewhere between $13.50 to $27 as well as a license with Microsoft that would apply to Microsoft products such as Windows XP and Microsoft Vista which would range from $50 to above $100.  Mr. Reed also considered that the price for the applicable Microsoft products were within a range of $50 to $80 as well as the price range for other VPN security products that were within a range from $40 to $70.  In addition, Mr. Reed considered the royalty rates charged by Microsoft to other companies under its licensing program which were within a range of 0.46% to 1.82% as well as the license agreements that Microsoft has entered into with respect to other company’s patents.

United States Securities and Exchange Commission

January 26, 2011

Page 4

Based on the foregoing and Mr. Reed’s analysis using the Georgia-Pacific Corp. factors, Mr. Reed started with an assessment of a 1% royalty rate per VirnetX patent relating to the Windows XP and Windows Vista products and a 3% royalty rate per VirnetX patent with respect to the OCS office communicator and LCS products.  Mr. Reed also determined that it would be appropriate to apply a 10% quantity discount, which was the highest discount rate under the licensing program that Microsoft provided to other companies, given that Microsoft is a successful company with products that contain multiple features and functionality.  Mr. Reed also determined that it was appropriate to phase in the royalty rate per VirnetX patent given the fact that the real time communications technology was in the process of development as well as the timing of the issuance of the Company’s patents and determined to begin with applying a 0.33% royalty rate per VirnetX patent which increased to 0.66% per VirnetX patent in 2008, with the assumption that the royalty rate would not go up to 1% until 2012.

Next, Mr. Reed reviewed the revenue associated with Microsoft’s United States activity in Windows XP and Windows Vista products consisting of $48 billion in revenue and adjusted the price to only include home versions, and removed the additional revenue for the professional and business versions, thereby reducing the applicable Microsoft revenue to $33 billion.  Then Mr. Reed applied the 10% quantity discount to arrive at $30 billion in revenue.  Next Mr. Reed applied the 0.33% and 0.66% royalty rates discussed above to arrive at an estimate of the total reasonable royalty rates for the Company’s patents of $242 million through December 2009.

Mr. Reed also testified that he considered the depositions of Microsoft employees indicating that Microsoft preferred lump sum payment arrangements over running royalties arrangements in connection with its licensing agreements with third parties.  Mr. Reed performed a calculation of the net present value as of the end of 2009 for the potential royalties associated with the Company’s patents for the next ten years based on a variety of assumptions, including that the Company’s patents expire in 2020 and taking into account the $242 million in revenue through December 2009 and arrived at an estimate of the net present value of reasonable royalties of up to $942 million.

As the Company entered into a settlement agreement with Microsoft for a one time lump sum payment of $200 million in exchange for a license to the Company’s patents, which amount was less than the $242 million in reasonable royalty revenue through December 2009 and significantly less than the $942 million in reasonable royalty revenue for the life of the Company’s patents based on the analysis and testimony of Mr. Reed at trial, the Company determined that there was no residual amount to allocate to the litigation settlement element and allocated the entire amount to the fair value of the technology license element.

United States Securities and Exchange Commission

January 26, 2011

Page 5

3.           We note the proposed revenue recognition policy disclosures that you intend to include in future filings where you refer to SOP 97-2, SOP 98-4, SOP 98-9 and EITF 00-21.  Please revise such disclosures to instead refer to the applicable ASC topics in the FASB Accounting Standards Codification.

The Company respectfully notes the Staff’s comment and will revise its revenue recognition policy disclosures to refer to the applicable ASC topics in the FASB Accounting Standards Codification in its future filings.

Should you have any questions or comments regarding the foregoing, please don’t hesitate to contact the undersigned at (650) 493-9300.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Melinda A. Anderson

Melinda A. Anderson

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January 13, 2011

VIA EDGAR

United States Securities and Exchange Commission

One Station Place

100 F Street, NE

Washington, D.C. 20549-4561

Attn:

Kathleen Collins

Melissa Kindelan

Re:

VirnetX Holding Corporation

Form 10-K for fiscal year ended December 31, 2009 Filed March 31, 2010

Form 10-Q for fiscal quarter ended June 30, 2010 Filed August 9, 2010

File No. 001-33852

Ladies and Gentlemen:

We have received your comment letter dated December 21, 2010 related to the aforementioned filings by VirnetX Holding Corporation (the “Company”).  On behalf of the Company, we advise you that the Company intends to provide the Staff a written response to its comment letter via EDGAR on or around January 26, 2011.  The Company is in the process of gathering the information necessary to respond to your most recent letter and to provide its audit committee with the information and background it needs to provide management with its guidance in responding to your letter.  The Company is currently in the process of scheduling an audit committee meeting on January 25, 2011.  A member of the audit committee is out of the country next week and will not return until the week of January 24, 2011.  Should you have any questions or comments regarding the foregoing, please don’t hesitate to contact me at (650) 565-3606.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Jeffrey Cannon

Jeffrey Cannon

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

       DIVISION OF
CORPORATION FINANCE

         D e c e m b e r  2 1 ,  2 0 1 0   William Sliney Chief Financial Officer VirnetX Holding Corporation 5615 Scotts Valley Drive, Suite 100 Scotts Valley, CA 95066
Also via facsimile at
: (831) 438-3078

Re:  VirnetX Holding Company
Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 31, 2010 Form 10-Q for Fiscal Quarter Ended June 30, 2009 Filed August 9, 2010 File No. 001-33852
Dear Mr. Sliney:
 We have reviewed your letter dated December 3,  2010 in connection with the above-referenced
filings and have the following comments.  In ou r comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter within ten busin ess days by amending your filing, by providing the
requested information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in response to
this comment, we may have additional comments.  Unless otherwise noted, where prior comments are
referred to, they refer to our  letter dated October 26, 2010.

Form 10-K for the Fiscal Year ending December 31, 2009

Notes to Financial Statements

Note 8.  Warrants, page 55
 1. We note your response to prior comment 1.  As indicated in our December 10, 2010 phone
conversation with your independent auditors, the Staff continues to believe that the Series I
warrants are not indexed to the company’s ow n stock pursuant to the guidance in ASC 815-40-

William Sliney
VirnetX Holding Company December 21, 2010 Page 2
15 and accordingly, it appears that such warrants should be classified as liabilities.  Please
update us as to the company’s c onsideration of th is issue.
 Form 10-Q for the Fiscal Quarter ending June 30, 2010

 Notes to the Financial Statements

 Note 11 – Litigation, page 10

 2. We note from your response to prior comment 2 th at you consider the litigation settlements to
be multiple element arrangements.  You further indi cate that your analysis of the estimated fair
value of the technology license element incl uded estimated revenue from publicly filed
financial statements, research reports, consultants and other s ources.  However, you do not note
the specific results of your analysis other than you state no residual amount of the total
settlement amount remained to al locate to the litigation settlement.  Please provide us with
specific information about your analysis includi ng: the amounts of estimated revenue, discount
rates, and other assumptions used as well as the specific sources from which the information
was derived; tell us why you believe such sour ces were appropriate; describe the valuation
techniques used; tell us who performed the analysis and tell us the fair value of the technology license element as determ ined in your analysis.

3. We note the proposed revenue recognition policy disclosures that you intend to include in
future filings where you refer to SOP 97-2, SOP 98-4, SOP 98-9 and EITF 00-21. Please revise
such disclosures to instead refer to the a pplicable ASC topics in the FASB Accounting
Standards Codification.

You may contact Melissa Kindela n, Staff Accountant, at (202) 551-3564 or the undersigned at
(202) 551-3499 if you have any questions regarding these comments.
       S i n c e r e l y ,           Kathleen Collins
Accounting Branch Chief

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December 3, 2010

VIA EDGAR

United States Securities and Exchange Commission

One Station Place

100 F Street, NE

Washington, D.C. 20549-4561

Attn:

Kathleen Collins

Melissa Kindelan

Re:

VirnetX Holding Corporation

Form 10-K for Fiscal Year Ended December 31, 2009 Filed March 31, 2010

Form 10-Q for Fiscal Quarter Ended June 30, 2009 Filed August 9, 2010

File No. 001-33852

Ladies and Gentlemen:

On behalf of VirnetX Holding Corporation (the “Company”), we hereby respond to the letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated October 26, 2010 in connection with the aforementioned filings by the Company.  For the Staff’s convenience, we have repeated the comments of the Staff in bold italics with the Company’s response thereto following immediately thereafter.

Form 10-K for the Fiscal Year ending December 31, 2009

Notes to Financial Statements

Note 8 — Warrants, page 55

1.           We note the company's analysis in response to our previous comment 2.  With regards to the Series I warrants, the disclosure on page 32 states that the exercise price is subject to anti-dilution protection that could reduce the exercise price to 100% of the closing price on September 2, 2009 if the company completes other financings while the Series I warrants are outstanding at a price per share less than the exercise price per share of the Series I warrants.  As the settlement appears to be affected by future equity offerings undertaken by the company, please tell us how you considered the occurrence of the sale of common stock by the company in determining whether the warrants are indexed to the company's own stock.  In your response specifically address your consideration of the guidance in Example 9 in ASC 815-40-55-33 and 55-34 and how you concluded that the occurrence of a sale of common stock by the company at market would be considered an input to the fair value of a fixed-for-fixed option on equity shares.

United States Securities and Exchange Commission

December 3, 2010

Page 2

The Company respectfully notes the Staff’s comment.  On September 11, 2009, the Company closed a private placement transaction pursuant to which the Company sold shares of common stock and three series of warrants exercisable for shares of common stock.  In filings with the Commission, the Company refers to these warrants as the Series I, Series II and Series III warrants (collectively, the “Warrants”).   In evaluating the Warrants to determine the proper accounting, the Company considered the guidance of FASB ASC 815-40-55-33 and 55-34 as well as 815-40-25-1 and 815-40-35-2.

For the Staff’s convenience and as previously disclosed in the Company’s filings by the Commission, the following is a summary of the three forms of the Warrants:

Series I: The Series I Warrants give the investors in the transaction rights to purchase the same number of shares purchased in the transaction over a 5-year term at an exercise price equal to 125% of the price per share paid in the transaction, subject to anti-dilution protection that could reduce the exercise price.  In the event of subsequent equity sales, subsequent rights offering, and/or cash dividends, the exercise price may be reduced to the base share price, provided however, that in no event shall such exercise price be reduced to less than $3.17, and the number of Warrant shares issuable shall be increased such that the aggregate effect shall be equal to the Exercise Price prior to such adjustment. (The bold represents language that was not disclosed in the 10-K with emphasisadded.)

The following is a summary of our equity classification analysis performed regarding the Series I warrants:

The Company considered the guidance in ASC 815-40-15 (formerly EITF 00-19 and EITF 07-5).  The Company determined the Warrants were not considered indexed to the Company’s stock in accordance with ASC 815-40-55-33 and 55-34.   The Company’s analysis of the Series I are as follows:

United States Securities and Exchange Commission

December 3, 2010

Page 3

Series I Warrants:

a.

Evaluate the Warrant’s contingent exercise provisions, if any:  The Company determined that the Warrants were not exercisable upon achieving a target in any observable market (other than the market for the issuer’s stock) or an observable index (for example, sales revenue, EBITDA, or total equity).

b.

Evaluate the Warrants’ settlement provisions:  The Company noted that all of the pricing adjustments are designed to maintain the initial position of the warrant holders, and as such, the manner in which these provisions would be settled (if triggered) remains indexed to the Company’s stock based on the provisions of ASC 815-40-15.

For example, in the case of a stock dividend distributed to current common stockholders, a specific warrant exercise price adjustment provision would apply and it would provide the warrant holders with additional warrants at the same ratio as provided to common stockholders.  Therefore, the settlement provision of the warrant exercise price adjustment is for the warrant holders to receive additional warrants to purchase common stock based on a fixed ratio. In the 3rd quarter of 2010, the Company paid a cash dividend to stockholders.  As such, pursuant to the Warrant agreement, the exercise price was adjusted to $3.53 from $3.93 and an additional 241,029 warrants were issued to maintain their current ownership position.  This type of settlement provision qualifies as one that is indexed to the Company’s stock based on it being a “fixed-for-fixed” option as described by ASC 815-40-15.

Similarly, the other potential adjustments to the exercise price of the warrants are also considered indexed to the Company’s stock based on the provisions of ASC 815-40-15.  As such, and given the classification of the warrants in stockholders’ equity, these contingent exercise price adjustments were not considered derivative instruments and the Company did not separate them from the warrants.

United States Securities and Exchange Commission

December 3, 2010

Page 4

The Company performed an analysis to determine that the shares issuable upon exercise of the Warrants met the necessary requirements to receive equity accounting under FASB ASC 815-40-25-10.  In conducting the analysis, the Company met all of the following conditions that must be met for a contract to be classified as equity:

●

The Contract did not include any provision that could require net-cash settlements:  the contract would only allow the exercise price of the warrants to be reduced to the fair value of the newly issued shares or equity-linked shares and a proportional amount of warrants shares would be issued such that the aggregate effect shall maintain the intrinsic value of the Warrants prior to such adjustment.  For example, if the Company issued 1,000 warrants at an exercise price $3.93 (aggregate amount of $3,930) but had reduced its strike price to $3.50, it would issue an additional 123 warrants to its holders to maintain the aggregate intrinsic value of $3,930.  As such, the Company would only settle its contract by issuing additional warrants which required no net-cash settlements.

●

The Contract permits the Company to settle in unregistered shares. The Company has sufficient authorized and unissued shares to settle the maximum number of shares.

●

The Contract must contain an explicit limit on the number of shares to be delivered in a share settlement: based on the dilution adjustment formula, the maximum number of shares that the Company can deliver is 570,825.

●

There are no required cash payments to the counterparty should the Company fail to make timely filings with the Commission.

●

There are no required cash payments to the counterparty if the shares initially delivered upon settlement are sold by the counterparty and the sales proceeds are insufficient to provide the counterparty with full return of the amount due (a “make-whole” provision”).

●

There are no provisions in the Contract that indicate that the counterparty has rights that rank higher than those of a shareholder of the stock underlying the contract.

●

There is no requirement in the Contract to post collateral at any point or for any reason.

Based on the Company’s review of these requirements, the Company is satisfied the Warrants issued in connection with the September 2009 private placement transaction were properly accounted for as equity.

United States Securities and Exchange Commission

December 3, 2010

Page 5

Form 10-Q for the Fiscal Quarter ending June 30, 2010

Notes to the Financial Statements

Note 11 — Litigation, page 10

2.           We have read your response to prior comment number 5 and it is unclear how you concluded that the Settlement and License Agreement with Microsoft has only one deliverable.  In this regard, we note from the settlement agreement, included as Exhibit 10.1 with the June 30, 2010 Form 10-Q, that payment is in full and complete settlement of all claims asserted against Microsoft as well as consideration of the licenses, releases, waivers and other covenants and rights in the agreement.  Please explain further and specifically address, at a minimum, why you believe that there is not a separate measurable and recognizable element related to the litigation settlement.  Consequently, unless you are able to develop a reasonable basis to allocate the proceeds to each element and support a pattern of recognition, recording any part of such settlements as revenue may not be appropriate.  Please provide us with a revised analysis of your accounting for the settlement that incorporates these concepts.

As previously communicated to the Staff, the Company originally did not consider the litigation settlements to be multiple-element arrangements. However, in light of the Staff’s comments, the Company has reevaluated the accounting for these settlements as described below to consider litigation settlement arrangements as multiple-element arrangements, and to determine if any material amounts classified as revenue should have instead been classified as other operating income. The Company believes that the below-described analysis is consistent with the provisions of EITF 00-21 (which the Company does not believe is directly applicable but does provide analogous guidance). Additionally, the Company believes that its analysis is consistent with the comments made by Mr. Eric West on December 10, 2007 at the 2007 AICPA National Conference on Current SEC and PCAOB topics.

Developments relating to accounting for litigation settlements are as follows (footnote references omitted):

During the jury trial in the Company’s litigation against Microsoft, the Company’s damages expert testified that the total estimated revenues owed by Microsoft for the past and future usage of the Company’s patented technology could have a net present value of as much as $942 million with an estimated $240 million in revenues for past usage and the remainder in ongoing royalty revenue for future use for the life of the patents.  After hearing the case, the jury found that Microsoft had willfully infringed the patents and awarded the Company a verdict of $105.75 million in lost revenues for past usage. In cases of willful infringement, the judge may increase the award up to three times the amount awarded by the jury.  In addition, the judge would typically also award the interest accrued and court costs incurred during the litigation. Had the Company continued with the lawsuit and received the final verdict, the Company would have been able to determine a reasonable allocation of the revenue.

Since litigation strategy was used to force Microsoft to the negotiation table, both parties agreed to a lower one-time payment of $200 million in exchange for a license for the Company’s patents. This allowed the Company to validate its patent portfolio and gain the first licensee for its patents. In return for taking a license, the Company agreed to drop all its infringement claims against Microsoft.

United States Securities and Exchange Commission

December 3, 2010

Page 6

The Company then compared the estimate of the fair value of the technology license element to the total settlement amount of the arrangement to determine what, if any, residual amount remained to allocate to the litigation settlement element. In this instance the Company determined that there was no residual amount of the total settlement amount left to allocate to the litigation settlement element. Accordingly, the Company believes that its historical accounting, which allocated all of the consideration received to the license element and reported such amounts as revenue, is materially correct.

The Company has also evaluated the results of this analysis qualitatively and believes that the outcome of the analysis is consistent with its business strategy and operations. The Company views the licensing arrangements which resulted from the settlement of litigation initiated by it as the logical extension of the negotiation process. From the beginning of its business strategy, it desired to execute licensing agreements with those companies it identified as unauthorized users of its patented technologies. The Company’s decision to file lawsuits against unauthorized users was driven by its desire to negotiate a reasonable settlement and was only used as an instrument to pursue a successful negotiation and execution of a licensing arrangement. In the case of Microsoft, the use of litigation was primarily determined by how Microsoft chose to respond to the Company’s request to negotiate and execute a license for its technologies. The Company found that Microsoft, as a matter of policy, would not entertain any sort of discussion or negotiation without legal action first having been taken.

Additionally, the legal fees that the Company incurred in relation to the pursuit of the litigation and ultimate settlement were consistent with those incurred in connection with licensing arrangements arising from agreements successfully negotiated without litigation being involved. Accordingly, it seems reasonable to the Company that there would not be a material amount of consideration received from the counterparties that would be in contemplation of the reimbursement of “incremental” legal fees incurred in pursuing the litigation (and that would likely be classified as other income) – the attorneys presumably would have received comparable amounts of fees regardless of whether the technology license arrangements were executed as the result of successful negotiations not involving litigation or because litigation was initiated in an attempt to force the other party to come to terms with the Company.

In the analysis above, the Company obtained the amount of estimated revenues from publicly filed financial statements, research reports, consultants and other sources. During its discussions with companies, the Company would also compare its estimate of revenues to revenue amounts provided by such companies. The Company considered all of the revenue information that it was able to obtain and evaluated the amount that represented the best estimate of such revenues.

United States Securities and Exchange Commission

December 3, 2010

Page 7

Based upon its analysis summarized above, the Company continues to believe that the amount of its license settlements classified and recorded as revenue is correct.

Disclosure

In prospective filings, the Company will include the revised revenue recognition policy which addresses the settlement amounts involving litigation as multiple elements. The Company has marked those disclosures that differ from its historical disclosures for ease of reference.

REVENUE RECOGNITION

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurre

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November 24, 2010

VIA EDGAR

United States Securities and Exchange Commission

One Station Place

100 F Street, NE

Washington, D.C. 20549-4561

Attn:

Kathleen Collins

Melissa Kindelan

Re:

VirnetX Holding Corporation

Form 10-K for Fiscal Year Ended December 31, 2009 Filed March 31, 2010

Form 10-Q for Fiscal Quarter Ended June 30, 2009 Filed August 9, 2010

File No. 001-33852

Ladies and Gentlemen:

On behalf of VirnetX Holding Corporation (the “Company”), we respectfully advise the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) that we are in receipt of the Staff’s letter dated October 26, 2010 in connection with the above referenced filings by the Company.  The Company expects that it will complete and submit its response to the Staff’s letter on or prior to December 3, 2010.

Please do not hesitate to call me at (650) 493-9300 if you have any questions or require additional information.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Jeffrey Cannon

Jeffrey Cannon

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

       DIVISION OF
CORPORATION FINANCE

         October 26, 2010  William Sliney Chief Financial Officer VirnetX Holding Corporation 5615 Scotts Valley Drive, Suite 100 Scotts Valley, CA 95066
Also via facsimile at
: (831) 438-3078

Re:  VirnetX Holding Company
Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 31, 2010 Form 10-Q for Fiscal Quarter Ended June 30, 2009 Filed August 9, 2010 File No. 001-33852
Dear Mr. Sliney:
 We have reviewed your letter dated Oct ober 1, 2010 in connection with the above-
referenced filings and have the following comment.  In our comment, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have addi tional comments.  Unless otherwise noted, where
prior comments are referred to they refe r to our letter dated September 17, 2010

Form 10-K for the Fiscal Year ending December 31, 2009

Notes to Financial Statements

Note 8.  Warrants, page 55

1. We note the company’s analysis in response to  our previous comment 2.  With regards to
the Series I warrants, the disclo sure on page 32 states that the exercise price is subject to
anti-dilution protection that c ould reduce the exercise price to 100% of the closing price
on September 2, 2009 if the company complete s other financings while the Series I
warrants are outstanding at a price per share less than the exercise price per share of the

William Sliney
VirnetX Holding Company October 26, 2010 Page 2
Series I warrants.  As the settlement appear s to be affected by future equity offerings
undertaken by the company, please tell us how you considered the occurrence of the sale of common stock by the company in determini ng whether the warrants are indexed to the
company’s own stock.  In your response speci fically address your consideration of the
guidance in Example 9 in ASC 815-40-55-33 and 55-34 and how you concluded that the
occurrence of a sale of common stock by the co mpany at market would be considered an
input to the fair value of a fixe d-for-fixed option on equity shares .

Form 10-Q for the Fiscal Quarter ending June 30, 2010

Notes to the Financial Statements

Note 11 – Litigation, page 10

2. We have read your response to prior co mment number 5 and it is unclear how you
concluded that the Settlement and License  Agreement with Microsoft has only one
deliverable.  In this regard, we note from th e settlement agreement, included as Exhibit
10.1 with the June 30, 2010 Form 10-Q, that pa yment is in full and complete settlement
of all claims asserted against Microsoft as we ll as consideration of the licenses, releases,
waivers and other covenants and rights in the agreement.  Please explain further and specifically address, at a minimum, why you believe that  there is not a separate
measurable and recognizable element related to the litigation sett lement. Consequently,
unless you are able to develop a reasonable ba sis to allocate the proceeds to each element
and support a pattern of recogni tion, recording any part of su ch settlements as revenue
may not be appropriate. Please provide us w ith a revised analysis of your accounting for
the settlement that incor porates these concepts.
 General

3. We are continuing to review your application for confidential treatment and will process
the amendment promptly.  We will provide fu rther comments, if any, upon completion of
such review.

You may contact Melissa Ki ndelan, Staff Accountant, at (202) 551-3564 or the
undersigned at (202) 551-3499 if you have any qu estions regarding comments on the financial
statements and related matters. Please addre ss questions regarding all other comments to
Stephani Bouvet, Staff Attorney at (202) 551-3545 or Mark Shuman, legal branch chief at (202)
551-3462.

      S i n c e r e l y ,
         Kathleen Collins
Accounting Branch Chief

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Correspondence

VIA EDGAR

October 1, 2010

Kathleen Collins

Accounting Branch Chief

U.S. Securities and Exchange Commission (Mail Stop 4561)

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    VirnetX Holding Corporation (the
“Company”)

    Form 10-K for Fiscal Year Ended December 31, 2009

    Filed March 31, 2010

    Form 10-Q for Fiscal Quarter Ended June 30, 2009

    Filed August 9, 2010 (the “Form 10-Q”)

    File No. 001-33852

Dear Ms. Collins,

Please find, as set forth below, the Company’s responses to the comment letter of the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated
September 17, 2010 (the “Staff Letter”). For the Staff’s convenience, the Staff’s comments
from the Staff Letter are set forth in italics before each response.

General

    1.

    We note your pending request for confidential treatment in connection with portions of
Exhibit 10.1 to your Form 10-Q for the Fiscal Quarter Ended June 30, 2010. We are currently
processing this request and will issue comments to you in a forthcoming letter.

The Company notes the Staff’s comment and will respond to any comments from the Staff regarding its
request for confidential treatment of portions of Exhibit 10.1 to the Company Form 10-Q for the
Fiscal Quarter Ended June 30, 2010 upon receipt of the letter.

Form 10-K for Fiscal Year Ended December 31, 2009

Notes to Financial Statements

Note 8. Warrants, page 55

    2.

    We note you issued Series I and II warrants in connection with the private placement
transaction that closed on September 11, 2009. It is unclear to us based on your disclosures
on page 32, as well as in Note 8, how you determined that these instruments should receive
equity classification. For both Series I and Series II warrants, please clarify for us the
terms of the warrants and provide the analysis you performed pursuant to ASC 815-40-15 in
order to determine the appropriate accounting classification and treatment for these
instruments.

The Company respectfully notes the Staff’s comment. On September 11, 2009, the Company closed a
private placement transaction pursuant to which the Company sold shares of common stock and three
series of warrants exercisable for shares of common stock. In filings with the Commission, the
Company refers to these warrants as the Series I, Series II and Series III warrants (collectively,
the “Warrants”). In evaluating the Warrants to determine the proper accounting, the
Company considered the guidance of FASB ASC 815-40-15.

For the Staff’s convenience and as previously disclosed in the Company’s filings by the Commission,
the following is a summary of the three forms of the Warrants:

Series I: The Series I Warrants give the investors in the transaction rights to purchase
the same number of shares purchased in the transaction over a 5-year term at an exercise price
equal to 125% of the price per share paid in the transaction, subject to anti-dilution protection
that could reduce the exercise price; provided however, that in no event shall such exercise price
be reduced to less than $3.17.

Series II: The Series II Warrants gave the investors in the transaction pricing protection
for the transaction with a floor price of $1.25 per share. In the
event the market price of the Company’s common stock declined to a price below the $2.52 per share paid in the transaction as of a certain
date (such date, the “Warrant Exercise Date”), the Series II Warrants would have been
automatically exercised on a cashless exercise basis and a number of additional shares would have
been issued to the investors.

Series III: At the Warrant Exercise Date, the Series III Warrants gave the investors in the
transaction a 60-day right to purchase an additional $6 million of the Company’s common stock at
$2.25 per share. The Series III Warrants were not subject to any adjustments with respect to the
exercise price or number of shares covered.

2

The
following is a summary of the Company’s equity classification analysis performed regarding the three
forms of the Warrants:

The Series III Warrants:

The Series III Warrants had no provisions for adjustments and were considered part of the equity
transaction without more evaluation.

The Series I and II Warrants:

The Series I and Series II Warrants had provisions that raised potential liability accounting.

The Company considered the guidance in ASC 815-40-15 (formerly EITF 00-19 and EITF 07-5). The
Company determined the Warrants were derivatives in accordance with ASC 815-10-15-83 and performed
an analysis to determine if the Warrants were to be considered indexed to the Company’s common
stock using the two-step approach in accordance with the guidance under 815-40-15-7. The Company’s
analysis was as follows:

    a.

    Evaluate the Warrant’s contingent exercise provisions, if any. The
Company determined that the Warrants were not exercisable upon achieving a target in
any observable market (other than the market for the issuer’s stock) or an observable
index (for example, sales revenue, EBITDA, or total equity).

    b.

    Evaluate the Warrants’ settlement provisions. In evaluating the
settlement provisions of the Warrants, the Company determined that the settlement
amount was equal to the difference between the (a) fair value of a fixed number of the
Company’s equity shares and (b) a fixed monetary amount. While the strike price for
the Warrants was not fixed, the Company considered the Warrants to be indexed to the
Company’s common stock because the only variables were the strike price of the Warrants
and expected dividends, both inputs to the fair value determination explicitly allowed
under ASC 815-40-15-7E.

Based on the Company’s determination that the Warrants were considered indexed to the Company’s
common stock, the Company determined the Warrants were not debt instruments but equity instruments
and recorded no amounts in the Company’s balance sheet for the issuance of these Warrants.

The Company also performed an analysis to determine that the shares issuable upon exercise of the
Warrants met the necessary requirements to receive equity accounting under FASB ASC 815-40-25-10.
In conducting the analysis, the Company considered the following relevant factors:

    •

    The “Contract”(as that term is used in FASB ASC 815-40-25-10) did not include any
provision that could require net-cash settlements.

    •

    The Contract must permit the Company to settle in unregistered shares.

    •

    The Company must have sufficient authorized and unissued shares to settle the
maximum number of shares.

    •

    The Contract must contain an explicit limit on the number of shares to be delivered
in a share settlement.

3

    •

    There are no required cash payments to the counterparty should the Company fail to
make timely filings with the Commission.

    •

    There are no required cash payments to the counterparty if the shares initially
delivered upon settlement are sold by the counterparty and the sales proceeds are
insufficient to provide the counterparty with full return of the amount due (a
“make-whole” provision”).

    •

    The Contract requires net-cash settlement only in specific circumstances in which
holders of shares underlying the contract also would receive cash in exchange for
 shares.

    •

    There are no provisions in the Contract that indicate that the counterparty has
rights that rank higher than those of a shareholder of the stock underlying the
contract.

    •

    There is no requirement in the Contract to post collateral at any point or for any
reason.

Based on the Company’s review of these requirements, the Company is satisfied the Warrants issued
in connection with the September 2009 private placement transaction were properly accounted for as
equity.

Item 9A. Controls and Procedures

Management’s Report on Internal Control Over Financial Reporting, page 62

    3.

    You have disclosed that your annual report does not include an attestation report from the
company’s registered public accounting firm regarding internal control over financial
reporting. However, such a report was provided on page 61. Please remove this disclosure from
future filings when the report from the registered public accounting firm is included.

The Company respectfully notes the Staff’s comment and will remove disclosure from future filings
that the Company’s annual report does not include an attestation report when such a report has been
included.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters Equity Compensation Plan Information (Incorporated by Reference from Definitive Proxy
Statement on Schedule 14A, filed April 29, 2010)

Voting Securities and Principal Holders, page 35

    4.

    We note from your risk factor disclosure on page 27 that a group of stockholders entered into
a voting agreement, which requires them to vote all of their shares of voting stock in a
particular manner. In your future filings, consider supplementing the tabular information
required by Item 403 of Regulation S-K by including, for example, footnote disclosure, that
concisely describes the effective impact of the voting agreement on the number of shares and
percentage ownership as to which the directors and/or affiliates effectively exercise voting
rights over the shares.

4

The Company respectfully notes the Staff’s comment and will include footnote disclosure in future
filings, as suggested by the Staff, that concisely describes the effective impact of the voting
agreement on the number of shares and percentage ownership as to which the directors, officers
and/or affiliates effectively exercise voting rights over the Company’s outstanding securities.

Form 10-Q for Fiscal Quarter ending June 30, 2010

Notes to the Financial Statements

Note 11 — Litigation, page 10

    5.

    We note that in May 2010 you entered into a Settlement and License Agreement with Microsoft
for $200 million. With regards to this Agreement, please provide us with the following
information:

    •

    Describe in further detail the terms, arrangements, obligations and rights
associated with the litigation settlement. Tell us each element specified in the
Agreement and how you considered the allocation guidance of ASC 605-25-25, by analogy,
with regards to bifurcating such elements;

    •

    Tell us how you determined the value of each element;

    •

    Tell us how you determined that classification of the entire payment as revenue
during the three months ended June 30, 2010 was appropriate. In your response, please
address how you determined that the payment to SAIC should be classified as a cost of
revenue versus a reduction to revenue;

    •

    Please cite the specific accounting guidance you relied upon; and

    •

    Tell us your consideration to include a discussion of your accounting policy for
such arrangements in your Summary of Significant Accounting Policies footnote
disclosures.

The Company respectfully notes the Staff’s comment and provides the following responsive analysis
with respect to the litigation settlement with Microsoft Corporation (the “Microsoft
Settlement”.) The Microsoft Settlement consisted of an agreement by the Company to enter into
a perpetual license with Microsoft concerning certain of the Company’s patents. With respect to
the guidance provided by ASC 605-25-25, in connection with this license, there are no
multi-deliverables by the Company, no future obligations by the Company and no time element to the
license. As reported in the Form 10-Q, the Company thought it appropriate to reflect the revenue
received in connection with the Microsoft Settlement during the three months ended June 30, 2010.

As the Microsoft Settlement was a new, one-time event and the Company fully received the payment
from Microsoft in connection with the Microsoft Settlement, the Company thought it appropriate to
note this application of revenue recognition and summarize its analysis in the Form 10-Q under the
heading “Revenue Recognition”.

5

In determining that the payment to SAIC should be classified as a cost of revenue versus a
reduction to revenue, the Company relied upon the guidance of ASC 605-45 (formerly EITF 99-19) that
establishes the indicators of reporting revenue gross versus net. The Company evaluated the
following three factors relevant to ASC 605-45. One, the Company, not SAIC, was the primary
obligor of the Microsoft Settlement. Two, the Company had the responsibility to set the price with
Microsoft of the Microsoft Settlement, not SAIC. And three, the Company, in discussions with
Microsoft, set the terms of the Microsoft Settlement, not SAIC. In addition, the amount due to
SAIC was a set royalty percentage up to a cap, and was not a part of the Microsoft Settlement.
Certain indicators of net reporting, which would have included considering whether SAIC bore credit
risk of non-payment or was the primary obligor in the Microsoft Settlement, were not present.
Taken together, the Company respectfully considers it appropriate to treat the payment to SAIC as a
cost of revenue versus a reduction to revenue.

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Liquidity and Capital Resources, page 15

    6.

    We note that you expect to use the net proceeds from the settlement agreement with Microsoft
Corporation to fund your operations and provide working capital for general corporate purposes
for at least the next 12 months. Given that your revenues generated for the three months ended
June 30, 2010 substantially increased from $7,207 in three months ended June 30, 2009 to
approximately $200 million in the three months ended June 30, 2010, consider expanding your
disclosure to address any known trends and/or material commitments for capital expenditures
and the general purpose of such commitments, to help investors better understand your
financial condition. Briefly describe in your response letter and with a view towards
enhanced disclosure in future filings, the impact of these revenues on your business
operations and whether the revenues received from the settlement agreement should be deemed an
unusual or infrequent event to your results of operations.

The Company respectfully notes the Staff’s comments and will include enhanced disclosure in future
filings (1) to provide more detail on any additional trends in expenditures or intended uses of the
Company’s results of operations, and (2) to emphasize that investors should not expect each fiscal
quarter of the Company to result in sharp increases in revenue similar to what the Company
experienced with the Microsoft Settlement in the three months ended June 30, 2010.

At the time of filing the Form 10-Q, the Company’s material commitments for its capital
expenditures were as disclosed in the Form 10-Q; namely, the Company had an obligation to make a
payment to SAIC and satisfy other expenses associated with the litigation, and the Company also
needed to provide for certain taxes on the Company’s income.

As also disclosed in the Form 10-Q and previous filings with the Commission, the Company has
expressed its intent to establish the exclusive secure domain name registry in the United States
and other markets around the world. In doing so, the Company intends to license and otherwise
monetize its intellectual property portfolio, and to protect it against potential intellectual
property infringement claims.

6

As an example of protecting its intellectual property portfolio as part of its business operations,
and something that was disclosed in a Current Report on Form 8-K on August 12, 2010 and will be
further discussed in the Company’s next Quarterly Report on Form 10-Q, the Company announced that
it had filed a complaint against Aastra USA, Inc., Aastra Technologies Ltd., Apple Inc., Cisco
S

September 17, 2010

William Sliney
Chief Financial Officer
VirnetX Holding Corporation
5615 Scotts Valley Drive, Suite 100
Scotts Valley, CA 95066
Also via facsimile at : (831) 438-3078

Re:  VirnetX Holding Company
Form 10 -K for Fiscal Y ear Ended December 31, 200 9
Filed March 31, 2010
Form 10-Q for Fiscal Quarter Ended June 30, 2009
Filed August 9, 2010
File No. 001 -33852

Dear Mr. Sliney :

We have reviewed your filing and have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   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 filing and the information you provide in
response to these comments, we may have additional comments.

General

1. We note your pending request for confidential treatment in connection with portions of
Exhibit 10.1  to your Form 10 -Q for the Fiscal Quarter Ended June 30 , 2010.  We are
currently processing this request and will issue comments to you in a forthcoming letter.

Form 10 -K for Fiscal Year Ended Decemb er 31, 2009

Notes to Financial Statements

Note 8.  Warrants, page 55

2. We note you issued Series I and I I warrants in connection with the private placement
transaction that closed on September 11, 2009.   It is unclear to us based on your

William Sliney
VirnetX Holding Company
September 17, 2010
Page 2

disclosures on page 32, as well as in Not e 8, how you determined that  these instruments
should receive equity classif ication.  For both Series I and Series II warrants, please
clarify for us the terms of the warrants and provide the analysis you performed pursuant
to ASC 815 -40-15 in order to determine the appropriate accounting classification and
treatment for these ins truments.

Item 9A. Controls and Procedures

Management’s Report on Inte rnal Control Over Financial Reporting, page 62

3. You have disclosed that your annual report does not include an attestation report from the
company’s registered public accounting firm regarding internal control over financ ial
reporting.  However, such a  report was provided on page 61.  Please remove this
disclosure from future filings when the report from the registered public accounting firm
is included.

Item 12. Security O wnership of Certain Beneficial Owners and Management and Related
Stockholder Matters Equity Compensation Plan Information  (Incorporated by Reference from
Definitive Proxy Statement on Schedule 14A, filed April 29, 2010)

Voting Securities and Principal Hol ders, page 35

4. We note from your risk factor disclosure on page 27 that a group of stockholders  entered
into a voting agreement, which  requires them to vote all of their shares of voting stock in
a particular manner .  In your  future filings, consider supplementing the tabular
information require d by Item 403 of Regulation S -K by including, for example, footnote
disclosure , that concisely describe s the effective impact of the voting agreement on the
number of shares and percent age ownership as to which the directors and/or affiliates
effectively exercise voting rights  over the shares .

Form 10 -Q for Fiscal  Quarter ending June 30, 2010

Notes to the Financial Statements

Note 11 – Litigation, page 10

5. We note that in May 2010 you entered into a Settlement and License Agreement with
Microsoft  for $200 million .  With regards to this Agreement , please provide us with the
following information:
 Describe in further detail the terms, arrangements, obligations and rights associated
with the litigation settlement.  Tel l us each element specified in the Agreement and
how you considered the allocation guidance of ASC 605 -25-25, by analogy, with
regards to bifurcating such elements;
 Tell us  how you determined the value of each element;
 Tell us how you determined that clas sification of the entire payment as revenue
during the three months ended June 30, 2010 was appropriate.  In your response,

William Sliney
VirnetX Holding Company
September 17, 2010
Page 3

please address how you determined that the payment to SAIC should be classified as
a cost of revenue versus a reduction to revenue;
 Please cite  the specific  accounting guidance you relied upon ; and
 Tell us your consideration to include a discussion of your accounting policy for such
arrangement s in your Summary of Significant Accounting Policies footnote
disclosures.

Item 2 – Management’s Discussion and Analysis of F inancial Condition and Results of
Operations

Liquidity and Capital Resources, page 15

6. We note that you expect to use the net proceeds from the settlement agreement with
Microsoft Corporation to fund your operations and provide working capital for general
corporate purposes for at least the next 12 months.  Given that your revenue s generated
for the three months ended June 30, 2010 substantially increased from $7,207 in three
months ended June 30, 2009 to approximately $200 million in the three months ended
June 30, 2010, consider expand ing your disc losure to ad dress any known trends  and/or
material commitments for capital expenditures and the general purpose of such
commitments, to help investors better understand your financial condition .  Briefly
describe in your response letter and with a view towards enhance d disclosure in future
filings, the impact of these revenues on your business operations and whether the
revenues received from the settlement agreement should be deemed an unusual or
infrequent event to your results of operations.

Item 1A – Risk Factors

“We expect that we will be substantially dependent on a conc entrated number of customers. …”
page 22

7. To the extent that you have chosen to include risk factor disclosure, please note that
quantitative information should be included when necessary to provide the context
needed to appreciate the extent of the conditi ons or unce rtainties identified  in the  risk
factor .  As an example, your risk factor , in which you may be substantially dependent on
a limited number of customers , should be updated to quantify the number of customers
upon which you depend.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable  Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

William Sliney
VirnetX Holding Company
September 17, 2010
Page 4

 In responding to our comments, p lease provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Co mmission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Melissa Kindelan, Staff Accountant, at (202) 551-3564 or the
undersigned at (202) 551-3499 if you have any questions regarding  comments on the financial
statements and related matters .  Please address questions regarding all other comments to
Stephani Bouvet , Staff Attorney at (202) 551 -3545  or Mark Shuman , legal branch chief  at (202)
551-3462 .

Sincerely,

Kathleen Collins
Accounting Branch Chief

CORRESP
1
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    virnet_corr-121709.htm

    VIRNETX
HOLDING CORPORATION

    5615
Scotts Valley Drive, Suite 110

    Scotts
Valley, California  95066

    VIA
EDGAR

    December
17, 2009

    Division
of Corporation Finance

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549

                Attention:

                Ms.
      Barbara C. Jacobs, Assistant Director

                Division
      of Corporate Finance

                Re:

                VirnetX
      Holding Corporation (Registration No. 333-162145)

                Acceleration
      Request

    Ladies
and Gentlemen:

    Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of
1933, as amended, VirnetX Holding Corporation (the “Corporation”) hereby
requests acceleration of the effectiveness of the above-referenced registration
statement on Form S-1 to become effective at 5:00 p.m. Eastern Time, on December
21, 2009, or as soon as reasonably practicable thereafter.

    In
connection with this request, the Corporation acknowledges that:

              ·

              should
      the Securities and Exchange Commission (the “Commission”) or
      the staff, acting pursuant to delegated authority, declare the filing
      effective, it does not foreclose the Commission from taking any action
      with respect to the filing;

              ·

              the
      action of the Commission or the staff, acting pursuant to delegated
      authority, in declaring the filing effective, does not relieve the
      Corporation from its full responsibility for the adequacy and accuracy of
      the disclosure in the filing; and

              ·

              the
      Corporation may not assert this action as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    If you
have any questions or comments, please contact me at (831)
438-8200.  Thank you for your prompt attention to this
matter.

    Sincerely,

    VIRNETX
HOLDING CORPORATION

    By: /s/ Kendall Larsen

    Kendall
Larsen

    President
and Chief
Executive Officer

CORRESP
1
filename1.htm

    virnetx_corr.htm

                ORRICK,
      HERRINGTON & SUTCLIFFE LLP

                1000 Marsh Road

                Menlo Park,
      CA  94025

                tel  650-614-7400

                fax  650-614-7401

                www.orrick.com

    December
9, 2009

    Matthew
Crispino

    Securities
and Exchange Commission (Mail Stop 4561)

    100 F
Street, N.E.

    Washington,
D.C. 20549

                Re:

                VirnetX
      Holding Corporation (the “Company”)

                Amendment
      No. 1 to the Registration Statement on Form S-3 (the “Registration
      Statement”)

                Filed
      September 25, 2009

                File
      No. 333-162145

    Dear Mr.
Crispino,

    Please
find, as set forth below, the Company’s responses to the comment letter of the
staff of the Securities and Exchange Commission (the “Staff”) dated
December 1, 2009 (the “Staff
Letter”).  Concurrent with delivering this letter, the Company
has filed Amendment No. 2 to the Registration Statement on Form S-1 to Form
S-3 (the “Amendment No. 2”) on
EDGAR.  For the Staff’s convenience, the Staff’s comments from the
Staff Letter are set forth in italics before each response and we have provided
a marked copy of Amendment No. 2 showing changes from the previously filed
version.

    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.  Since 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.

    The
Company notes the Staff’s comments and has filed Amendment No. 2 on a
Registration Statement on Form S-1.

    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.

    The
Company notes the Staff’s comments and has included affirmative statements in
the footnotes of Amendment No. 2 on pages 61 and 62 relating to Ramius
Enterprise, RCG PB, Ltd, and Vestal Venture Capital that 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.  We
respectfully note to the Staff that Ramius Advisors did not purchase any shares
in connection with the transaction, but in response to the Staff’s comment, we
have included language in the footnote on page 61 of the Amendment No. 2
that Ramius Advisors, at the time of purchase by Ramius Enterprise and RCG PB,
did not have any agreement or understanding, directly or indirectly, with any
other person to distribute the shares held by Ramius Advisors and RCG
PB.

    December 9,
2009

    VirnetX Holding
Corporation

    Page 2

    3.         As
a related matter, please provide us with 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 regard, we note that Ramius
Advisors, as investment manager, has voting control and investment discretion
over the shares held by Rarnius Enterprise and RCG PB Ltd.  See
Exchange Act Rule 16a-1(a)(2).

    As the
Staff is aware, Item 7 of Form S-1 requires the Company to furnish the
information required by Item 507 of Regulation S-K.  As discussed
further in Question 140.02 under the SEC’s Regulation S-K Compliance and
Disclosure Interpretations, the Company must identify in a registration
statement the person or persons who have voting or investment control over the
Company’s securities that the entity owns.  In that Question 140.02,
the staff goes on to submit that a company is to use Rule 13d-3 by analogy to
make the determination of who is to be included in the selling security holder
table. The Section 13(d) rules generally attribute beneficial ownership to
any person who has or shares voting or investment power over the issuer’s
securities.

    In
accordance with the Staff’s comments to the Company dated October 23, 2009
regarding the Registration Statement, the Company included Ramius Advisors LLC
in the Registration Statement selling security holder table, because it has, as
the Staff notes, voting and investment discretion over the shares held by Ramius
Enterprise and RCG PB Ltd.

    As the
Staff is aware, Rule 13d-4 of the Exchange Act provides that any person has the
right to expressly declare in any statement filed, that the filing of such
statement shall not be construed as an admission that such person is, for the
purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of
any securities covered by the statement.

    Once it
is determined that a person is a beneficial owner using the Section 13(d) rules,
a “pecuniary interest” test of beneficial ownership determines which securities
holdings and transactions must be reported and are subject to short-swing profit
liability.  Under Exchange Act Rule 16a-1(a)(2), the term “beneficial
owner” shall mean any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise, has or shares a direct or
indirect pecuniary interest in the equity securities.

    Ramius
Advisors, LLC has advised the Company that it has disclaimed beneficial
ownership of the Company’s securities because Ramius Advisors, LLC does not have
or share a direct or indirect pecuniary interest in the shares held by RCG PB,
Ltd or Ramius Enterprise Master Fund Ltd.  Accordingly, Ramius
Advisors has disclaimed beneficial ownership of the Company’s securities and the
Company has reflected this disclaimer in the footnotes to the selling security
holder table.

    December 9,
2009

    VirnetX Holding
Corporation

    Page 3

    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 the approximate amount of
the proceeds you intend to use for the Microsoft litigation, commercialization
of your patented GABRIEL Connection Technology and your intellectual property
portfolio, and towards the establishment of the exclusive secure domain name
registry in the United States and other markets.  See Item 504 of
Regulation S-K.  Also, considering your statement that if you are
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.

    The
Company respectfully notes the Staff’s comment and has revised the disclosure in
Amendment No. 2 on page 21 to discuss, in accordance with Item 504 of Regulation
S-K, (i) the approximate allocation of the proceeds between each purpose for
which the net proceeds to the Company from the securities to be offered are
intended to be used, and (ii) enhanced discussion of the Company’s liquidity
position and the fact that the Company’s cash and cash equivalents, a figure
which includes the proceeds generated from the initial sale of shares of the
Company’s common stock, are not currently sufficient to fund our operations
through April 2010.

    ***

    Please
let us know if you have any questions on the foregoing.

    Very
truly yours,

    /s/ Lowell D. Ness

    Lowell D.
Ness

    Orrick,
Herrington & Sutcliffe LLP

              cc:

              Ryan
      Houseal (U.S. Securities and Exchange
  Commission)

              Kendall
      Larsen (VirnetX Holding
Corporation)

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

CORRESP
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    virnetx_corresp-090609.htm

                ORRICK,
      HERRINGTON & SUTCLIFFE LLP

                1000
      Marsh Road

                Menlo
      Park, CA  94025

                tel  650-614-7400

                fax  650-614-7401

                www.orrick.com

              November 6,
      2009

                Lowell
      D. Ness

                (650)
      614-7455

                lness@orrick.com

    Barbara
C. Jacobs

    Assistant
Director

    Securities
and Exchange Commission (Mail Stop 4561)

    100 F
Street, N.E.

    Washington,
D.C. 20549

              Re:

              VirnetX
      Holding Corporation (the “Company”)

              Registration
      Statement on Form S-3 (the “Registration
      Statement”)

              Filed
      September 25, 2009

            File
      No. 333-162145

    Dear Ms.
Jacobs,

    Please
find, as set forth below, the Company’s responses to the comment letter of the
staff of the Securities and Exchange Commission (the “Staff”) dated October
23, 2009 (the “Staff
Letter”).  Concurrent with delivering this letter, the Company
has filed Amendment No. 1 to the Registration Statement (the “Amendment No. 1”) on
EDGAR.  For the Staff’s convenience, the Staff’s comments from the
Staff Letter are set forth in italics before each response. We will also
provide you, under separate cover, with a marked copy of Amendment No.
1 showing all changes from made the previously filed version.

    General

    1.         We
refer to our comment letter dated October 13, 2009 relating to your
application requesting confidential treatment of certain portions of
Exhibit 10.1 to your Form 10-Q for fiscal quarter ended June 30,
2009, and note that we have received your written response dated
October 22, 2009.  Please be advised that your registration
statement will not be declared effective until all issues relating to your
confidential treatment request have been resolved.

    The
Company has separately responded to the Staff’s initial comment letter with
respect to such application and will respond to any additional comments on the
Company’s application promptly.

    2.         We
note that you identify yourself as a smaller reporting company on the cover page
of your Form 10 K for the fiscal year ended on December 31, 2008, which you
filed on March 31, 2009.  We note further that the aggregate market
value of the voting and non voting common equity held by your non affiliates as
of the last date of your second fiscal quarter in 2008 exceeded $123
million.  Please provide us with your analysis as to whether your
company qualified as an accelerated filer at the end of your last fiscal
year.  Further, please address in your analysis whether your Form 10 K
was filed timely.  Refer to Rule 12b 2 under the Exchange Act.,
Section III.E.1.d of SEC Release No. 33 8876 and Question 130.04 under our
Exchange Act Rules Compliance and Disclosure Interpretations, available on our
web site.

      November
6, 2009

      VirnetX
Holding Corporation

      Page
2

    The
Company respectfully submits that it continues to believe that it was not an
accelerated filer with respect to its Form 10-K for the fiscal year ended
December 31, 2008 (the “2008 10-K”) and, as a
result, the Company believes that its 2008 10-K was timely filed.

    As set
forth in Rule 12b-2 of the Exchange Act of 1934, as amended (the “Rule”):

              1.

              The
      term "accelerated filer" means an issuer after it first meets the
      following conditions as of the end of its fiscal
  year:

              i.

              The
      issuer had an aggregate worldwide market value of the voting and
      non-voting common equity held by its non-affiliates of $75 million or
      more, but less than $700 million, as of the last business day of the
      issuer's most recently completed second fiscal
  quarter;

              ii.

              The
      issuer has been subject to the requirements of section 13(a) or 15(d) of
      the Act for a period of at least twelve calendar
  months;

              iii.

              The
      issuer has filed at least one annual report pursuant to section 13(a) or
      15(d) of the Act; and

              iv.

              The issuer is not eligible to use the requirements
      for smaller reporting companies in Part 229 of this chapter for its annual
      and quarterly reports. [emphasis
added]

    Although
the Company had a public float in excess of $75 million on June 30, 2008, it
continued to be eligible to use the requirements for smaller reporting companies
in its 2008 10-K.  On its face, the Rule unambiguously makes it
impossible for an issuer to be an accelerated filer if at the end of its fiscal
year it is eligible to use the requirements for smaller reporting
companies.  Moreover, Form 10-K itself requires the issuer to check
only one box, further clarifying the mutually exclusive nature of an issuer’s
status as either an accelerated filer or a smaller reporting
company.  In addition, the Company respectfully notes that it would be
confusing to investors if an issuer were to check the box “accelerated filer”
while providing only the reduced disclosure of a smaller reporting company, or
alternatively, attempted to check more than one box in contravention of the
instructions to the form.

    In the
Commission’s adopting release No. 33-8876 (January 4, 2008) (the “Release”), the
Commission notes again and again that the final rule was designed to harmonize
the smaller reporting company rules with accelerated filer rules to provide
greater clarity and simplicity for issuers and investors.  In fact,
one of the three stated objectives of the Release was “reducing unnecessary
complexity in our regulations by combining the category of “small business
issuers” with the category of “non-accelerated filers” to the extent
feasible.”  The Release goes on to say that one of the effects of the
new rule was to:  “Combine elements relating to the accelerated filer
definition with qualifying standards for the smaller reporting company
determination and transition provisions to promote uniformity and consistency
with current regulations and, therefore, simplify
regulation.”  Footnote 34 to the Release states:  “The
entering and exiting rules in the smaller reporting company system are modeled
after the method of determining accelerated filer status set forth in Rule
12b-2.”   Elsewhere, the Release notes that:  “Many of
the comment letters in favor of our proposed definition of “smaller reporting
company” agreed that combining the categories of non-accelerated filers with
small business issuers for purposes of the definition provided a convenient and
simple approach because it tracks the accelerated filer definition and reduces
regulatory complexity.”  Significantly, the Release also
states:  “We are adopting transition rules for entering and exiting
smaller reporting company status that track the accelerated
filer

      November
6, 2009

      VirnetX
Holding Corporation

      Page
3

    definition.”  [emphasis
added]  The Release points out:  “One comment letter
requested clarification, pointing out that accelerated filers are required to
change to their new status when determining the due date of the annual report
covering the year of the status change, but, as proposed, the smaller reporting
company determination would not take effect until the first fiscal quarter of
the next fiscal year.”  In response to such comment letter, the
Release offers the following clarification:  “As adopted [the final
release provides that a] smaller reporting company required to transition to the
larger reporting system after its determination date calculation will not be
required to satisfy the larger reporting company disclosure requirements until
the first quarter after the determination date fiscal
year.”   Thus, it is precisely in response to the supposed
inconsistency with the accelerated filer rules that the Commission clarified the
timing for transitioning to the smaller reporting company rules.  In
light of the number of times the Release mentions harmonization with the
accelerated filer rules, the Company respectfully points out that there is
simply no room to contend that there is a remaining unintended conflict between
the accelerated filer transition rules and the smaller reporting company
transition rules such that an issuer might technically fall within both
definitions with respect to it’s 2008 10-K.  In addition, the Company
respectfully points out the well established rule of statutory construction that
a more specific provision adopted later in time should be given precedence over
a more general provision.  The accelerated filer rules apply generally
to describe when a company transitions in and out of accelerated filer status,
whereas the later adopted smaller reporting company amendment, as described in
the Release, provides a very specific result for the situation of a company
transitioning from smaller reporting status to accelerated filer
status.  Taken together with the unambiguous nature of the Rule
itself, the Release provides abundant clarification that 1) a smaller reporting
company maintains such status until the first 10-Q after the fiscal year of the
status change, and 2) this very specific exception to the general accelerated
filer rules was completely intentional.

    In the
Commission’s January 25, 2008 “Changeover to the SEC’s New Smaller Reporting
Company System by Small Business and Non-Accelerated Filer Companies – A Small
Entity Compliance Guide” (the “Guide”), the
Commission repeats its illustration of when a transitioning smaller reporting
company needs to “start filing disclosure based on the non-scaled Regulation S-K
item requirements,” and states that “the issuer needs to begin providing
non-scaled, larger company disclosure in the quarterly report for the first
fiscal quarter following the fiscal year of the public float determination
date.”  The Guide provides an example of this transition with no
mention of the “odd” result that would be the case if an issuer could
technically be both an accelerated filer and a smaller reporting company with
respect to a particular report to be filed.

    The
Company also respectfully points out that the Release and the Guide expressly
contradict Question 130.04 under the Staff’s Exchange Act Rules Compliance and
Disclosure Interpretations (the “CD&I”) unless the
term “disclosure requirements” is read to exclude the disclosure requirement
with respect to timing of filing the disclosure.  The Release and the
Guide expressly state that the issuer transitions into the smaller reporting
company “disclosure requirements” or “disclosure system” with the first 10-Q
after the fiscal year end, not the 10-K.  Neither the Release nor the
Guide specifically addresses whether the term “disclosure requirements” or
“disclosure system” includes or excludes the disclosure timing
requirements.  In other publications of the Commission, however, the
Commission has referred to the timing of disclosure as a part of a disclosure
system.  For example, in SEC
Release No. 33-6239 (September 4, 1980),

      November
6, 2009

      VirnetX
Holding Corporation

      Page
4

    the
release states that “a person who triggers the elements of Rule 14e-3(a)
discussed above may either refrain from trading in the securities specified or
comply with the disclosure requirement of Rule 14e-3(a).  The
disclosure requirement has two elements: (1) timing of disclosure and (2) the
information and its source.”  In addition, in the Commission’s 2006
release entitled “SEC Votes to Adopt Changes to Disclosure Requirements
Concerning Executive Compensation and Related Matters,” the SEC outlines seven
areas where it had adopted changes to disclosure requirements concerning
executive compensation.  The seventh area of discussion was entitled
“Compliance” and included compliance deadlines with respect to the new
provisions.  The Company notes that the Release does refer to the
timing of the filing of the 10-Q for the transitioning smaller reporting company
in its discussion of the smaller company reporting “disclosure system,” in an
implicit acknowledgment that disclosure timing is an integral component of the
broader term “disclosure system.”  It is natural for a practitioner
and a lay person to assume that when the Commission refers to the term
“disclosure system” and “disclosure requirements,” those terms clearly include
the timing requirements associated with the disclosure.  Accordingly,
the Company respectfully points out that when the Commission repeats in several
releases that a transitioning company will transition to scaled disclosure
requirements on a certain schedule, an issuer should be entitled to assume that
it may time its filings in accordance with such a system.

    The
CD&I makes several conclusory statements to the effect that the accelerated
filer rules were not changed.  The Company respectfully
disagrees.  On its face, the only possible interpretation of the
Rule’s definition of “accelerated filer” unambiguously makes it impossible for a
filer to be both an accelerated filer and a smaller reporting
company.  The Release and Guide confirm this interpretation, as does
Form 10-K which only permits one box to be checked.

    The
timing of the posting of the CD&I is also problematic for issuers with
respect to the 2008 10-K.  During the week of June 30, 2008 (the
relevant measurement date for this purpose), the Company conducted its analysis
and concluded that it would need to transition to accelerated filer status since
the aggregate market value of the voting and non-voting common equity held by
the Company’s non-affiliates exceeded $123 million.   On that
date, the Staff had not yet posted Question 130.04 in the CD&I, which was in
fact posted several months later on September 30, 2008.  The Company
evaluated the transition guidelines provided in Rule 12b-2 and the guidance
given by the Commission in the Release, the Guide, and other Commission guidance
available at that time, and determined that the Company would first file as an
accelerated filer with its Form 10-Q for the quarter ended March 30,
2009.  The Company prepared and performed in accordance with a
disclosure schedule for the 2008 10-K and first quarter 2009 10-Q on that
basis.

    The
Company acknowledges that Question 130.04 apparently concludes that it is
possible to be both an accelerated filer as well as a smaller reporting company
for a given 10-K, but the Company respectfully submits that the CD&I
attempts to resolve a conflict that does not exist.  Moreover, to the
extent the CD&I purports to change the plain meaning of the Rule, the
Release and the Guide, the Company respectfully points out that the CD&I is
not itself sufficient to clarify the matter in that it does not indicate what
box or boxes should be checked on the Form 10-K and how this inconsistency
should be handled to mitigate investor confusion.  In light of the
fact that it was posted after the measurement date for the 2008 10-K and
purports to clarify a matter the Company believed to be unambiguous at the time
of its analysis, the Company respectfully suggests that, in any event, it would
be inappropriate to apply the interpretation described in Question 130.04 to the
Company’s 2008 10-K.

      November
6, 2009

      VirnetX
Holding Corporation

      Page
5

    The
Company also respectfully notes that the legal status of CD&I is such that
an issuer cannot rely on CD&I particularly in the face of what it believes
to be contrary interpretations set forth in the Rule and Release, both of which
have a legal status that trumps the CD&I.  As noted in the lead in
to the CD&I, “the interpretations presented below reflect the views of the
staff of the Division of Corporation Finance.  They are not rules,
regulations, or statements

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

Mail Stop 4561
October 23, 2009
 Kendall Larsen, Chief Executive Officer VirnetX Holding Corporation 5615 Scotts Valley Drive, Suite 10 Scotts Valley, California 95066
Re: VirnetX Holding Corporation
  Registration Statement on Form S-3
Filed September 25, 2009
  File No. 333-162145

Dear Mr. Larsen:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, 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.

Form S-3

General

1. We refer to our comment letter da ted October 13, 2009 relating to your
application requesting confid ential treatment of certain portions of Exhibit 10.1 to
your Form 10-Q for fiscal quarter en ded June 30, 2009, and note that we have
received your written response dated October 22, 2009.  Please be advised that your registration statement will not be declar ed effective until all issues relating to
your confidential treatment re quest have been resolved.

Kendall Larsen
VirnetX Holding Corporation
October 23, 2009 Page 2    2. We note that you identify yourself as a smaller reporting company on the cover
page of your Form 10-K for the fiscal year ended on December 31, 2008, which you filed on March 31, 2009.  We note furthe r that the aggregate market value of
the voting and non-voting common equity held by your non-affiliates as of the
last date of your second fiscal quarter in 2008 exceeded $123 million.  Please provide us with your analysis as to whether your company qualified as an
accelerated filer at the end of your last fis cal year.  Further, please address in your
analysis whether your Form 10-K was file d timely.  Refer to Rule 12b-2 under the
Exchange Act., Section III.E.1.d of  SEC Release No. 33-8876 and Question
130.04 under our Exchange Act Rules Complia nce and Disclosure  Interpretations,
available on our web site.
 Use of Proceeds, page 21

 3. We note your statement in this section th at you intend to use all the net proceeds
obtained from the private placement transact ion to fund working capital purposes.
Please expand your use of proceeds disc ussion to provide more specific
information as to how you intend to allo cate the proceeds of the transaction
amongst your different business endeavors.   For example, please disclose what
portions of the proceeds you expect to de dicate to the Micr osoft litigation, the
development of GABRIEL technology or to  other purposes.  In your discussion,
address how this allocation of proceeds might change if you re ceive less than the
full amount of proceeds.  Also, as the total proceeds that you may acquire through the private placement transaction substa ntially exceed your current assets and
accumulated revenue, please address in the prospectus how you intend to manage this material increase in your assets.  Consider including risk  factor disclosure
regarding the company’s lack of experi ence in managing substantial amounts of
cash.  Finally, please revise your prospect us to address the dilutive effects on
existing shareholders of the issuance  of the common stock underlying the
warrants.  Please provide tabular disclosu re showing the number of shares that
might be issued upon the exercise of each series of warrants, the time frame during which each series of warrants can be exercised, and the effects of the
issuance of the shares on existing sh areholders’ economic and percentage
ownership.  Please include appropria te risk factor disclosure.
 Selling Security Holders, page 21

 4. We note the following selling shareholders , which are non-reporti ng legal entities:

• Capital Ventures International;
• Ramius Enterprise Master Fund Ltd;

Kendall Larsen
VirnetX Holding Corporation
October 23, 2009 Page 3
• RCG PB Ltd.; and
• Vestal Venture Capital.

Please confirm, if true, that these sel ling shareholders are neither registered
broker-dealers nor affiliates of  registered broker-dealers.

5. We refer to your selling security hol ders table on page 22 and note your
disclosure that Ramius A dvisors has voting control a nd investment discretion over
the securities held by both Ramius Enterprise Master Fund Ltd. and RCG PB, Ltd.  Given this fact, please advise why Ramius Advisors is not identified as the selling
shareholder in the table.
 Description of Warrants Issued in the Private Placement Transaction, page 28

 6. Your use of the term “Effec tive Date” in this section to refer to something other
than the effective date of the registration statement may be confusing to investors.
Please revise.
 7. Please add disclosure describing how you accounted for the various series of
warrants.

Item 17. Undertakings, page 32

8. We note that you have included the undert aking related to Securities Act Rule
430B, although it appears that your document does not omit any of the information described in Rule 430B(a) or  (b).  Please confirm your understanding
that this registration stat ement will rely on Rule 430B and not Rule 430C.  If not,
please revise to include the appropriate undertaking.
 Item 16.  Exhibits

Exhibit 5.1  Opinion of Orri ck, Herrington & Sutcliffe LLP

9. We note the statement on page 1 of  the opinion that counsel has not
“independently established or verified a ny facts relevant to the opinion expressed
herein, but [has] relied upon statements and representations of the Selling Stockholders and officers and other represen tatives of the Company and others.”
It is inappropriate for counsel to assume, or to disclaim any duty to investigate,
the material facts underlying its opinion or facts that are readil y ascertainable.
Please have counsel revise its opinion to address the material facts that underlie
the opinion or explain why the disclaimer  in the opinion is not inappropriate
under state law.  We also note that the final paragraph on page 2 of the opinion
limits reliance upon the opinion to Virnet X Holding Corporation.  Please have

Kendall Larsen
VirnetX Holding Corporation
October 23, 2009 Page 4
counsel revise its opinion to omit any langua ge limiting the ability of investors to
rely upon the opinion.

*     *     *     *     *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

Kendall Larsen
VirnetX Holding Corporation October 23, 2009 Page 5   securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 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
Staff Attorney

cc: Via Facsimile (650) 614-7401

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

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ORRICK, HERRINGTON & SUTCLIFFE LLP

1000 MARSH ROAD

MENLO PARK, CALIFORNIA  94025

tel  +1-650-614-7400

fax  +1-650-614-7401

www.orrick.com

September 25, 2009

Lowell D. Ness

(650) 614-7455

lness@orrick.com

VIA  EDGAR

Securities and Exchange Commission (Mail Stop 4561)

100 F Street, N.E.

Washington, D.C.  20549

Re:

VirnetX Holding Corporation

Registration Statement on Form S-3

Ladies and Gentlemen:

On behalf of VirnetX Holding Corporation, a Delaware corporation (the “Company”), filed herewith is the Company’s registration statement on Form S-3 registering for resale 2,380,942 shares of the Company’s common stock and 8,046,908 shares of the Company’s common stock underlying certain
warrants to purchase shares of the Company’s common stock issued pursuant to a private placement transaction that closed on September 11, 2009.

Please note that the Company submitted a request for confidential treatment to the Securities and Exchange Commission on August 12, 2009 covering the Engagement Letter Agreement by and between the Company and McKool Smith, a professional corporation, dated June 9, 2009, filed as Exhibit 10.1 to the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.

Should you have any questions, please contact me at (650) 614-7455.

Very truly yours,

/s/ Lowell D. Ness

Lowell D. Ness

cc:

Kendall Larsen (VirnetX Holding Corporation)

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VIRNETX HOLDING CORPORAITON

5615 Scotts Valley Drive, Suite 110

Scotts Valley, CA 95066

VIA EDGAR

January 26, 2009

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Ms. Barbara C. Jacobs, Assistant Director

Division of Corporate Finance

    Re:

    VirnetX Holding Corporation (Registration No. 333-153645)

Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as
amended, VirnetX Holding Corporation (the “Corporation”) hereby requests acceleration of
the effectiveness of the above-referenced registration statement on Form S-1 to become effective at
4:30 p.m. Eastern Time, on January 26, 2009 or as soon as reasonably practicable thereafter.

In connection with this request, the Corporation acknowledges that:

    •

    should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Corporation from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the Corporation may not assert this action as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

     If you have any questions or comments, please contact Lowell D. Ness at (650) 614-7455 of
Orrick, Herrington & Sutcliffe LLP, the Corporation’s outside counsel. Thank you for your prompt
attention to this matter.

    Sincerely,

VIRNETX HOLDING CORPORATION

    By:
         /s/ Kendall Larsen

         Kendall Larsen

         President and

     Chief Executive Officer

Mail Stop 4561
January 13, 2009
 Kendall Larsen Chief Executive Officer VirnetX Holding Corporation 5615 Scotts Valley Drive, Suite 110 Scotts Valley, CA  95066
 Re: VirnetX Holding Corporation
  Amendment No. 6 to Form S-1   Filed January 2, 2009   File No. 333-153645
Dear Mr. Larsen:
  We have reviewed the above-referenced filing and have the following comments.    General

 1. In light of the changes in the underwriting arrangements in this offering, please be
sure that we receive a copy of the letter, or a call, from FINRA, stating that FINRA has finished its review and has no additional concerns with respect to the proposed underwriting arrangements.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Liquidity and Capital Resources, page 29

 2. We note that the company now expects that the net proceeds from this offering, in
combination with the available cash on hand, will only be sufficient to fund operations for the next five months and that the company is counting on generating revenue from collaborative agreements with corporate partners to have sufficient capital to fund operations for a full 12 months.  Please disclose the status of any collaborative agreements with corporate partners.  Please also disclose how you anticipate funding your operations for the next 12 months if you are not able to generate your forecasted revenue from such collaborative agreements.  In addition, please revise your disclosure in the summary, risk factors and use of proceeds sections of the prospectus to indicate that the full proceeds of this offering may be used to fund your operations and that such

Kendall Larsen
VirnetX Holding Corporation January 13, 2008 Page 2

proceeds, in addition to cash on hand, may only be sufficient to fund your operations for the next five months.
 Compensation Discussion and Analysis

 Named Executive Officers’ Compensation

 Base Salary, page 48

 3. We note that both of your named executive officers received significant increases
in their base salaries for fiscal year 2008.  Please discuss the factors the compensation committee considered in determining the increases in your officers’ base salaries.

* * * * *
 As appropriate, please amend your registration statement in response to our
comments. You may contact Matt Crispino at (202) 551-3456 if you have questions.  If you require further assistance, please contact me at (202) 551-3735.            S i n c e r e l y ,             B a r b a r a  C .  J a c o b s          A s s i s t a n t  D i r e c t o r    cc: Via Facsimile: (650) 614-7401

 Lowell D. Ness  Orrick, Herrington & Sutcliffe LLP  Telephone: (650) 614-7455

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VIRNETX HOLDING CORPORAITON

5615 Scotts Valley Drive, Suite 110

Scotts Valley, CA 95066

VIA EDGAR

December 23, 2008

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Ms. Barbara C. Jacobs, Assistant Director

    Division of Corporate Finance

Re:       VirnetX Holding Corporation Registration Statement on Form S-1 (Registration No. 333-153645)

Ladies and Gentlemen:

     VirnetX Holding Corporation (the “Corporation”) hereby requests the withdrawal of its
acceleration request, dated December 22, 2008, which requested acceleration of the effectiveness of
the Company’s Registration Statement on Form S-1 (Registration No. 333-153645) to 4:30 p.m.,
Eastern Standard Time, on December 23, 2008.

     If you have any questions or comments, please contact Lowell D. Ness at (650) 614-7455 of
Orrick, Herrington & Sutcliffe LLP, the Corporation’s outside counsel. Thank you for your
assistance.

    Sincerely,

VIRNETX HOLDING CORPORATION

    By:
    /s/ Kendall Larsen

    Kendall Larsen

    President and

Chief Executive Officer

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VIRNETX
HOLDING CORPORATION

5615 Scotts Valley Drive, Suite 110

Scotts Valley, CA 95066

VIA EDGAR

December 22, 2008

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Ms. Barbara C. Jacobs, Assistant Director

Division of Corporate Finance

    Re:

    VirnetX Holding Corporation (Registration No. 333-153645)

Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as
amended, VirnetX Holding Corporation (the “Corporation”) hereby requests acceleration of
the effectiveness of the above-referenced registration statement on Form S-1 to become effective at
4:30 p.m. Eastern Time, on December 23, 2008 or as soon as reasonably practicable thereafter.

In connection with this request, the Corporation acknowledges that:

    •

    should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Corporation from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the Corporation may not assert this action as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

     If you have any questions or comments, please contact Lowell D. Ness at (650) 614-7455 of
Orrick, Herrington & Sutcliffe LLP, the Corporation’s outside counsel. Thank you for your prompt
attention to this matter.

    Sincerely,

    VIRNETX HOLDING CORPORATION

    By:

    /s/ Kendall Larsen

    Kendall Larsen

    President and

    Chief Executive Officer

Mail Stop 4561
November 12, 2008
 Kendall Larsen Chief Executive Officer VirnetX Holding Corporation 5615 Scotts Valley Drive, Suite 110 Scotts Valley, CA  95066
 Re: VirnetX Holding Corporation
  Amendment No. 1 to Form S-1   Filed October 28, 2008   File No. 333-153645    Form 10-Q for the quarterly period ended September 30, 2008   Filed November 4, 2008   File No. 001-33852
Dear Mr. Larsen:
  We have reviewed the above-referenced filings and have the following comments.    Form S-1

 General

 1. We note your response to comment 1 of our letter dated October 17, 2008.
Because you are selling your securities on a best efforts basis with no minimum, there exists the possibility that the company may sell less than 50% of the securities being offered, regardless of the size of the offering.  Therefore, please amend your prospectus to discuss in all relevant sections the impact of receiving 25% of the anticipated proceeds from the offering.
 Cover Page

 2. Please revise the cover page to indicate that there is no minimum number of
shares that must be sold in connection with this offering.  See Item 501(b)(8)(iii) of Regulation S-K.
 Business, page 30

Kendall Larsen
VirnetX Holding Corporation
November 12, 2008 Page 2

 3. We note your response to comment 5 of our letter dated October 17, 2008.  Please
revise your disclosure to indicate, where appropriate, that you commissioned the data attributed to a third-party.  Please file a written consent from the provider of any commissioned data.  See Rule 436 of Regulation C.
 Plan of Distribution, page 66

 4. We note your response to comment 8 of our letter dated October 17, 2008 that
you will file a validly executed placement agent agreement as Exhibit 1.1 to the registration statement.  Your disclosure in this section, however, indicates that you intend to file the placement agent agreement as an exhibit to a Form 8-K and incorporate it by reference into the prospectus.  Please reconcile this disclosure with your response to comment 8.  Please also note that it appears the company may be ineligible to incorporate information by reference into the Form S-1 because its predecessor was a shell company.  See Instruction VII.D to the Form S-1.
 Form 10-Q for the quarterly period ended September 30, 2008

 Item 4 – Controls and Procedures, page 14

 5. We note the revisions made to this section in response to comment 9 of our letter
dated October 17, 2008.  The revised disclosure, however, indicates that your CEO and CFO have concluded that your di sclosure controls and procedures “are
designed” to ensure that material information and other information requiring disclosure is identified and communicated on a timely basis.  It does not appear that your certifying officers have reached a conclusion that your disclosure controls and procedures are effective
.  In your response letter, please confirm, if
true, that your CEO and CFO have concl uded that your disclosure controls and
procedures for the period covered by your Form 10-Q were effective in meeting all of the requirements of Rule 13a-15(e).  In future filings, please address your officers’ conclusions regarding the effectiveness of your disclosure controls and procedures.

* * * * *

Kendall Larsen
VirnetX Holding Corporation November 12, 2008 Page 3

As appropriate, please amend your registration statement in response to our
comments. You may contact Matt Crispino at (202) 551-3456 if you have questions.  If you require further assistance, please contact me at (202) 551-3735.            S i n c e r e l y ,             B a r b a r a  C .  J a c o b s          A s s i s t a n t  D i r e c t o r    cc: Via Facsimile: (650) 614-7401

 Lowell D. Ness  Orrick, Herrington & Sutcliffe LLP  Telephone: (650) 614-7455

Mail Stop 4561
October 17, 2008
 Kendall Larsen Chief Executive Officer VirnetX Holding Corporation 5615 Scotts Valley Drive, Suite 110 Scotts Valley, CA  95066
 Re: VirnetX Holding Corporation
  Registration Statement on Form S-1   Filed September 24, 2008   File No. 333-153645    Form 10-Q for the quarterly period ended June 30, 2008   Filed August 14, 2008   File No. 001-33852
Dear Mr. Larsen:
  We have limited our review of the above-referenced filings to those issues addressed in our comments below.  Where indicated, we think you should revise your filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements 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 any other aspect of our review.  Feel free to
call us at the telephone numbers listed at the end of this letter.

Kendall Larsen
VirnetX Holding Corporation
October 17, 2008 Page 2  Form S-1

 General

 1. Your disclosure throughout the prospectus assumes that you will receive the full amount of the offering.  Revise your disclosure to show the impact of receiving proceeds at varying levels, e.g., 10%, 25%, 50%, 75% and 100% of the shares being sold.  Please revise the table on the prospectus cover page, the Use of Proceeds section, Capitalization section, Dilution section, the liquidity discussion in MD&A and other relevant sections accordingly.
 Cover Page

 2. Please delete the words “Lead Placement Agent” from the outside front cover page of the prospectus.  The meaning and significance of this reference to potential investors is unclear and an explanation would not be consistent with Rule 421(d).
 Fee Table

 3. Please tell us how you calculated the proposed maximum offering price of $30,000,000.  Please revise the fee table to provide all required information.  Please also ensure that the footnotes to the table are accurate.  It appears that footnote 1 may be in the wrong column.  In regard to footnote 3, please advise how Rule 457(f) applies to this offering.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Recent Developments, page 24

 4. We note your statement in this section that a third party has estimated that your business model and intellectual property represent “a multi-billion dollar market opportunity.”  Please provide factual support for the claim or remove it from the prospectus.

Business, page 30

5. With respect to third-party statements in your prospectus, such as the statistics attributed to Infonetics Research, Inc., please supplementally provide us with support for such statements.  To expedite our review, please clearly mark each source to highlight the applicable portion or section containing the information and cross-reference it to the appropriate location in your prospectus.  Also, supplementally tell us whether you commissioned any of the referenced sources.

Kendall Larsen
VirnetX Holding Corporation
October 17, 2008 Page 3  Customers, page 36

 6. We note that you have provided a list of the types of companies to which you intend to license your patents.  Providing such a list in this section is inappropriate, however, as it may suggest to potential investors that the companies named are presently your customers.  Please remove from this section the name of any company that is not currently your customer.
 Security Ownership of Certain Benefi cial Owners and Management, page 53

 7. Please update the beneficial ownership information in this section to the latest practicable date.  See Item 403(a) of Regulation S-K.
 Plan of Distribution, page 67

 8. We note the disclosure on the cover page that the underwriters will use their “reasonable efforts” to sell the securities being offered.  We also note the disclosure on page 67 that the underwriters will use their “best efforts” to solicit offers to purchase the securities being offered and will use “reasonable efforts” to arrange for the sale of all securities being offered.  We are unfamiliar with the term “reasonable efforts” in connection with a best efforts offering.  Please explain what is meant by the term.  Also, please file a validly executed placement agent agreement as exhibit 1.1.
 Form 10-Q

 Item 4.  Controls and Procedures, page 13

 9. In your conclusion regarding the effectiveness of your disclosure controls and procedures, you recite only the latter portion of the definition of disclosure controls and procedures provided in Rule 13a-15(e).  We note that the first part of the definition is recited in the opening sentence of the section.  However, the effectiveness conclusion should recite the entire definition.  In your response letter, please confirm, if true, that your disclosure controls and procedures for the period covered by your Form 10-Q met all of the requirements of Rule 13a-15(e).  In future filings, either recite the entire definition, or simply refer to the rule that contains the definition.  Also, in regard to your disclosure on changes in your internal controls, in future filings please begin this subsection with a statement indicating whether or not there has been any change in your internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, your internal control over financial reporting.

* * * * *

Kendall Larsen
VirnetX Holding Corporation
October 17, 2008 Page 4
As appropriate, please amend your filings in response to these comments.  Your
responsive amendments should also include marked copies of the amended filings that conform with the provisions of Rule 310 of Regula tion S-T.  Marked copies such as those in
HTML format that show changes within paragraphs help us to expedite our review.  Please furnish a cover letter with your amendments that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendments and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filings includes all information required under the Securities Act of 1933 and the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the
company and its management are in possession of all the facts relating to a company’s disclosure, they are responsible for the accuracy and adequately of the disclosures they have made.   Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
• the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.     We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.

Kendall Larsen
VirnetX Holding Corporation October 17, 2008 Page 5
We direct your attention to Rule 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.   If you have any questions regarding these comments, you may contact Matthew Crispino at (202) 551-3456 or me at (202) 551-3735.          S i n c e r e l y ,             B a r b a r a  C .  J a c o b s          A s s i s t a n t  D i r e c t o r   cc: Via Facsimile: (650) 614-7401

 Lowell D. Ness  Orrick, Herrington & Sutcliffe LLP  Telephone: (650) 614-7455

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VIRNETX
HOLDING CORPORATION

5615 Scotts Valley Drive, Suite 110

Scotts Valley, CA 95066

VIA EDGAR

September 17, 2008

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Ms. Barbara C. Jacobs, Assistant Director

    Division of Corporate Finance

    Re:

    VirnetX Holding Corporation (Registration No. 333-149884)

    Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as
amended, VirnetX Holding Corporation (the “Corporation”) hereby requests acceleration of
the effectiveness of the above-referenced registration statement on Form S-3 to become effective at
4:30 p.m. Eastern Time, on September 19, 2008 or as soon as reasonably practicable thereafter.

In connection with this request, the Corporation acknowledges that:

    •

    should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Corporation from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the Corporation may not assert this action as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

     If you have any questions or comments, please contact Lowell D. Ness at (650) 614-7455 of
Orrick, Herrington & Sutcliffe LLP, the Corporation’s outside counsel. Thank you for your prompt
attention to this matter.

    Sincerely,

VIRNETX HOLDING CORPORATION

    By:
          /s/ Kendall Larsen

         Kendall Larsen

          President and
Chief Executive Officer

Mail Stop 4561

July 23, 2008

Kendall Larsen Chief Executive Officer VirnetX, Inc. 5615 Scotts Valley Drive, Suite 110 Scotts Valley, CA  95066
 Re: VirnetX Holding Corporation
  Amd. No. 2 to Form S-1   Filed July 14, 2008   File No. 333-149884
Dear Mr. Larsen:
  We have reviewed your amended filing and have the following comments.    Form S-1/A

 Cover Page

 Report of Independent Accountants, page F-3

 1. We note that the audit report of Burr, Pilger and Mayer, LLP refers to auditing
standards generally accepted in the United States.  Tell us how your auditors considered the requirements of PCAOB Auditing Standards No. 1 to refer to the standards of the Public Company Accounting Oversight Board (United States).  Please revise your filing as necessary in response to this comment.
 Exhibit 23.1

 2. We note the consent of Farber Hass Hurley LLP makes reference to inclusion of
their audit report for PASW dated March 28, 2007.  Please revise to include a consent of Farber Hass Hurley LLP to the audit report that is included in the registration statement (i.e., March 31, 2008 report for VirnetX).

* * * * *

Kendall Larsen
VirnetX, Inc. July 23, 2008 Page 2

As appropriate, please amend your registration statement in response to our
comments.  Your responsive amendment should also include a marked copy of the amended filing that conforms with the pr ovisions of Rule 310 of Regulation S-T.
Marked copies such as those in HTML format that show changes within paragraphs help us to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We direct your attention to Rule 460 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.
 You may contact Matt Crispino at (202)  551-3456 or Jay Ingram at (202) 551-
3397 if you have questions.  If you require further assistance, please contact me at (202) 551-3735.             S i n c e r e l y ,             B a r b a r a  C .  J a c o b s          A s s i s t a n t  D i r e c t o r    cc: Via Facsimile: (650) 614-7401

 Lowell D. Ness, Esq.  Orrick, Herrington & Sutcliffe LLP  Telephone: (650) 614-7455

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VIRNETX
HOLDING CORPORATION

5615 Scotts Valley Drive, Suite 110

Scotts Valley, CA 95066

VIA EDGAR

July 22, 2008

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Ms. Barbara C. Jacobs, Assistant Director

Division of Corporate Finance

    Re:

    VirnetX Holding Corporation (Registration No. 333-149884)

Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as
amended, VirnetX Holding Corporation (the “Corporation”) hereby requests acceleration of
the effectiveness of the above-referenced registration statement on Form S-1 to become effective at
4:30 p.m. Eastern Time, on July 22, 2008 or as soon as reasonably practicable thereafter.

In connection with this request, the Corporation acknowledges that:

    •

    should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Corporation from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the Corporation may not assert this action as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

     If you have any questions or comments, please contact Lowell D. Ness at (650) 614-7455 of
Orrick, Herrington & Sutcliffe LLP, the Corporation’s outside counsel. Thank you for your prompt
attention to this matter.

    Sincerely,

VIRNETX HOLDING CORPORATION

    By:
    /s/ Kendall Larsen

    Kendall Larsen

    President and

Chief Executive Officer

Mail Stop 4561

July 1, 2008

Kendall Larsen Chief Executive Officer VirnetX, Inc. 5615 Scotts Valley Drive, Suite 110 Scotts Valley, CA  95066
 Re: VirnetX Holding Corporation
  Amd. No. 1 to Form S-3 on Form S-1   Filed June 27, 2008   File No. 333-149884
Dear Mr. Larsen:
  We have reviewed your amended filing and have the following comments.    Form S-1/A

 Cover Page

 1. We note your response to comment 3 of our letter dated April 29, 2008.  Please
remove the reference to registration statement no. 222-149884 as the prospectus appears to be referring to itself.  Please revise your reference to registration statement no. 333-145765 to indicate the number of shares that have yet to be sold off that previously effective registration statement.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 16

2. Please expand your discussion in this section to address your financial condition, changes in financial condition and results of operations for the two-year period covered by your audited financial statements.  See Instruction 1 to Item 303(a) of Regulation S-K.

Kendall Larsen
VirnetX, Inc.
July 1, 2008 Page 2

Selling Security Holders, page 38
 3. We note your response to comment 5 of our letter dated April 29, 2008.  Please
expand your description of how each selling stockholder acquired the shares that are being registered for resale to disclose the material terms of each transaction, including the dates of the transactions in which the stockholders received their shares, the number of shares received in each transaction, and the price or value of the shares received.
 Where You Can Find More Information, page 49

 4. Please correct the address for the SEC.  Our current address is 100 F Street, NE,
Washington, DC  20549.
 Part II

 Item 17.  Undertakings, page II-2

 5. Please revise paragraph (a) of this section to remove the proviso from Item
512(a)(1)(iii)(B) of Regulation S-K as the proviso does not apply to registration
statements on Form S-1.  Also, it does not appear that Items 512(a)(6) or (b) of Regulation S-K are applicable to this transaction.  Please advise.

* * * * *
 As appropriate, please amend your registration statement in response to our
comments.  Your responsive amendment should also include a marked copy of the amended filing that conforms with the pr ovisions of Rule 310 of Regulation S-T.
Marked copies such as those in HTML format that show changes within paragraphs help us to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We direct your attention to Rule 460 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

Kendall Larsen
VirnetX, Inc. July 1, 2008 Page 3

You may contact Matt Crispino at (202)  551-3456 or Jay Ingram at (202) 551-
3397 if you have questions.  If you require further assistance, please contact me at (202) 551-3735.             S i n c e r e l y ,             B a r b a r a  C .  J a c o b s          A s s i s t a n t  D i r e c t o r    cc: Via Facsimile: (415) 773-5759

 Lowell D. Ness, Esq.  Amanda Galton, Esq.  Orrick, Herrington & Sutcliffe LLP  Telephone: (415) 773-5738

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    [Orrick, Herrington & Sutcliffe LLP letterhead]

    Lowell D. Ness

    (650) 614-7455

    lness@orrick.com

April 29, 2008

Barbara Jacobs

Assistant Director

Securities and Exchange Commission (Mail Stop 4561)

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    VirnetX Holding Corporation (the “Company”)

Registration Statements on Form S-3

Filed March 25, 2008

Dear Ms. Jacobs,

Please find as set forth below, our responses to the Staff’s comment letter dated April 14, 2008.
For the Staff’s convenience, the Staff’s comments are set forth in italics before each response.

Post-Effective Amendment No. 1 to Form SB-2 on Form S-3

1. Because of the late filing of the Form 8-K filed on July 12, 2008, you are ineligible to use the
Form S-3. See General Instruction I.A.3(b) of the Form S-3. Please file a new post-effective
amendment on a registration form that you currently are eligible to use.

The Company has filed post-effective amendment no. 2 to registration statement no. 333-145765 using
Form S-1.

Form S-3

General

2. As noted in the previous comment, you are ineligible to use the Form S-3. Please file your
amendment on a registration form that you are currently eligible to use.

The Company plans to file amendment no. 1 to registration statement no. 333-149884 on Form S-1 once
the Staff has completed its review of registration statement no. 333-145765 since they contain
nearly identical disclosure.

April 29, 2008

Page 2

3. You currently have numerous outstanding effective registration statements. In the interest of
simplified disclosure, please consider the application of Securities Act Rule 429. You may wish to
rely upon this rule by filing an amendment that contains a single prospectus relating to the shares
in this offering and in your other outstanding offerings. Absent the use of Rule 429, please
revise the cover pages of File Nos. 333-145765 and 222-149884 to reference concisely your current
offerings.

The Company wishes to keep the two registration statements separate in light of the priority it is
contractually obligated to give to the selling stockholders on registration statement no.
333-145765. In response to the Staff’s comment, the Company will include a reference to the other
registration statement on the cover pages of each.

4. We note that the registration statement covers the resale of a large amount of VirnetX Holding
Corporation’s outstanding common shares. We also note that the registration statement covers the
resale of common shares that are being offered in large amounts by major shareholders, such as Mr.
Larson. Generally, we view transactions of this nature, particularly resale transactions by
affiliated parties in this amount, as offerings “by or on behalf of the issuer” for purposes of
Rule 415(a)(4) of Regulation C. Under the rule, equity securities offered by or on behalf of the
registrant cannot be sold “at the market” price unless the offering satisfies the requirements set
forth in the rule. Your offering does not appear to meet the requirements. Please provide us with
a detailed legal analysis setting forth your view as to why the subject transaction is eligible to
be made under Rule 415(a)(1)(i). Provide a similar analysis as it relates to the proposed resale
of common shares by your affiliates.

The Company is working with the selling stockholders to obtain the necessary information in order
to respond to this comment and plans to do so after the Staff has completed its review of
registration statement no. 333-145765.

Selling Security Holders, page 36

5. Please provide a materially complete discussion of how the selling shareholders acquired the
securities that you are registering on their behalf for resale. The background of the issuances to
the selling shareholders and the nature of the arrangements, agreements, and relationships with the
company does not appear to be complete and should include, for each selling security holder, a
discussion of the date of the transaction in which the securities were sold, the amount of
securities sold, the agreement(s) that evidence the sale, the instrument(s) that define the rights
of the security holders, and the private placement agent, if any. Your disclosure should also
include a description of the material terms of the warrants held by the relevant selling security
holder.

The Company is working with the selling stockholders to obtain the necessary information in order
to respond to this comment and plans to do so after the Staff has completed its review of
registration statement no. 333-145765.

April 29, 2008

Page 3

6. For each selling security holder that is a legal entity, please ensure that your document
discloses the natural person or persons who exercise the sole or shared voting and/or dispositive
powers with respect to the shares to be offered by that shareholder.

The Company is working with the selling stockholders to obtain the necessary information in order
to respond to this comment and plans to do so after the Staff has completed its review of
registration statement no. 333-145765.

Liquidity and Capital Resources, page 8

7. This disclosure in this section indicates the registrant expects its net proceeds from this
offering to be approximately $10 million. However, elsewhere in the prospectus, the registrant
indicates that it will not receive any proceeds from the sale of the securities being registered in
this registration statement. Please revise your disclosure as appropriate.

The Company has revised its disclosure in response to the Staff’s comment and to update all of its
disclosure to include information with respect to its fiscal year ended December 31, 2007.

Please find enclosed a courtesy copy of our post-effective amendment no. 2 to registration
statement no. 333-145765 using Form S-1.

    Very truly yours,

    /s/ Lowell D. Ness

    Lowell D. Ness

    cc:

    Kendall Larsen, VirnetX Holding Corporation

/Enclosures/

Mail Stop 4561

April 14, 2008

Kendall Larsen Chief Executive Officer VirnetX, Inc. 5615 Scotts Valley Drive, Suite 110 Scotts Valley, CA  95066
 Re: VirnetX Holding Corporation
  Post-Effective Amendment No. 1 to Form SB-2 on Form S-3   Filed March 25, 2008   File No.  333-145765    Registration Statement on Form S-3   Filed March 25, 2008   File No. 333-149884
Dear Mr. Larsen:
  We have limited our review of the filings noted above to those issues addressed in our comments below.  Where indicated, we think you should revise your filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements 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 any other aspect of our review.  Feel free to
call us at the telephone numbers listed at the end of this letter.     Post-Effective Amendment No. 1 to Form SB-2 on Form S-3

 1. Because of the late filing of the Form 8-K filed on July 12, 2008, you are ineligible to
use the Form S-3.  See General Instruction I.A.3(b) of the Form S-3.  Please file a new post-effective amendment on a registration form that you currently are eligible to use.
Form S-3

Kendall Larsen
VirnetX, Inc.
April 14, 2008 Page 2   General

 2. As noted in the previous comment, you are ineligible to use the Form S-3.  Please file
your amendment on a registration form that you currently are eligible to use.
3. You currently have numerous outstanding effective registration statements.  In the
interest of simplified disclosure, please consider the application of Securities Act Rule 429.  You may wish to rely upon this rule by filing an amendment that contains a single prospectus relating to the shares in this offering and in your other outstanding offerings.  Absent the use of Rule 429, please revise the cover pages of File Nos. 333-145765 and 333-149884 to reference concisely your concurrent offerings.
 4. We note that the registration statement covers the resale of a large amount of VirnetX
Holding Corporation’s outstanding common shar es.  We also note that the registration
statement covers the resale of common shares that are being offered in large amounts by major shareholders, such as Mr. Larson.  Generally, we view transactions of this nature, particularly resale transactions by affiliated parties in this amount, as offerings "by or on behalf of the issuer" for purposes of Rule 415(a)(4) of Regulation C.  Under the rule, equity securities offered by or on behalf of the registrant cannot be sold "at the market" price unless the offering satisfies the requirements set forth in the rule.  Your offering does not appear to meet the requirements.  Please provide us with a detailed legal analysis setting forth your view as to why the subject transaction is eligible to be made under Rule 415(a)(1)(i).  Provide a similar analysis as it relates to the proposed resale of common shares by your affiliates.
 Selling Security Holders, page 36

5. Please provide a materially complete discussion of how the selling shareholders
acquired the securities that you are registering on their behalf for resale.  The background of the issuances to the selling shareholders and the nature of the arrangements, agreements, and relationships with the company does not appear to be complete and should include, for each selling security holder, a discussion of the date of the transaction in which the securities were sold, the amount of securities sold, the agreement(s) that evidence the sale, the instrument(s) that define the rights of the security holders, and the private placement agent, if any.  Your disclosure should also include a description of the material terms of the warrants held by the relevant selling security holder.
  6. For each selling security holder that is a legal entity, please ensure that your document discloses the natural person or persons who exercise the sole or shared voting and/or dispositive powers with respect to the shares to be offered by that shareholder.

Kendall Larsen
VirnetX, Inc.
April 14, 2008 Page 3

Liquidity and Capital Resources, page 18

7. The disclosure in this section indicates that the registrant expects its net proceeds from
this offering to be approximately $10 million.  However, elsewhere in the prospectus, the registrant indicates that it will not receive any proceeds from the sale of the securities being registered in this registration statement.  Please revise your disclosure as appropriate.

* * * * *

As appropriate, please amend your registration statements in response to these
comments.  Your responsive amendments should also include marked copies of the amended filings that conform with the provisions of Rule 310 of Regulation S-T.  Marked copies such as those in HTML format that show changes within paragraphs help us to expedite our review.  Please furnish a cover letter with your amendments that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendments and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all the facts relating to a company’s disclosure, they are responsible for the accuracy and adequately of the disclosures they have made.   Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
• the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Kendall Larsen
VirnetX, Inc. April 14, 2008 Page 4   In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.     We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.
You may contact Matt Crispino at (202) 551-3456 or Jay Ingram at (202) 551-3397 if
you have questions.  If you require further assistance, please contact me at (202) 551-3735.            S i n c e r e l y ,             B a r b a r a  C .  J a c o b s          A s s i s t a n t  D i r e c t o r   cc: Via Facsimile: (650) 614-7401

 Lowell D. Ness  Orrick, Herrington & Sutcliffe LLP  Telephone: (650) 614-7455

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[Gilford Securities Incorporated Letterhead]

December 21, 2007

Securities and Exchange Commission

450 Fifth Street, NW

Washington, D.C. 20549

Attention: Jay Ingram

    Re:

    VirnetX Holding Corporation

    Registration Number: 333-145765

Dear
Mr. Ingram:

     On behalf of Gilford Securities Incorporated, the managing underwriter in the
above-referenced offering (the “Offering”), we hereby join VirnetX Holding
Corporation (the “Company”) in requesting acceleration of the effective date of the
Offering to Friday, December 21, 2007 at 3:00 p.m. (Eastern Time), or as soon as
practicable thereafter.

     In connection with this request, we hereby provide you with the following information
pursuant to Rule 460 as promulgated under the Securities Act of 1933, as amended, with
respect to the distribution to date of the Company’s preliminary
prospectus dated December 17, 2007.

    To Whom Distributed

    Number of Copies

    Brokers/Dealers

    600

    Institutional Investors

    50

    Retail Investors

    100

     This will further confirm that the undersigned has and will continue to comply with
Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended, with regard to the
preliminary prospectus.

Sincerely,

/s/
Robert A. Maley

Robert A. Maley

President

CORRESP
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VIRNETX
HOLDING CORPORATION

5615 Scotts Valley Drive, Suite 110

Scotts Valley, CA 95066

VIA EDGAR AND FACSIMILE

December 21, 2007

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Mr. Jay Ingram

    Division of Corporate Finance

    Re:

    VirnetX Holding Corporation (Registration No. 333-145765)

    Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules
 and Regulations under the Securities Act of 1933, as
amended, VirnetX Holding Corporation (the “Corporation”) hereby requests acceleration of the
effectiveness of the above-referenced Registration Statement on Form SB-2 to become effective at
3:00 p.m. Eastern Time, on Friday, December 21, 2007 or as soon as reasonably practicable
thereafter.

In connection with this request, the Corporation
 acknowledges that:

    •

    should the Securities and Exchange Commission (the “Commission”) or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Corporation from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the Corporation may not assert this action as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

If you have any questions or comments, please contact Lowell D. Ness at (650) 614-7455 of Orrick,
Herrington & Sutcliffe LLP, the Corporation’s outside counsel. Thank you for your prompt attention
to this matter.

    Sincerely,

VIRNETX HOLDING CORPORATION

    By:
    /s/ Kendall Larsen

    Kendall Larsen

    President and
Chief Executive Officer

December 5, 2007  Mail Stop 4561  Kendall Larsen Chief Executive Officer VirnetX, Inc. 5615 Scotts Valley Drive, Suite 110 Scotts Valley, CA 95066
 RE: VirnetX Holding Corporation
  Amendments Numbered 2, 3 and 4 to a Form SB-2
Filed November 5, 16, and 21, 2007
  File number 333-145765    Form 10-QSB for the three months ended September 30, 2007   Filed November 15, 2007   File number 0-26895

Dear Mr. Larsen:

We have reviewed the above amendments and filing and have the following
comments in that regard.
Form 10-Q for the quarterly period ended September 30, 2007

1. Disclose in greater detail the nature of  the material weakness identified in your
disclosure.  In this regard, also revise to disclose the specific steps that the
company has taken, if any, to remediate the material weakness.

2. In light of existence of the material wea kness(es), disclose in reasonable detail the
basis for officers’ conclusions that th e company’s disclosure controls and
procedures were nonetheless effective as of the end of the period covered by the
report.

Kendall Larsen
VirnetX Holding Corporation December 5, 2007 Page 2 of 2
Please contact Hugh Fuller at (202) 551- 3853 or Jay Ingram at (202) 551-3397 if
you have any questions.  If you require further assistance please contact me at (202) 551-
3730

     S i n c e r e l y ,         Barbara C. Jacobs      A s s i s t a n t  D i r e c t o r
  CC: Lowell D. Ness  Orrick, Herrington & Sutcliffe LLP  1000 Marsh Road  Menlo Park, CA 94025  Facsimile number: (650) 614-7401   Adam J. Agron  Brownstein Hyatt Farber Schreck, P.C.  410 17
th Street, Suite 2200
 Denver, CO 80202  Facsimile number: (303) 223-0934

Mail Stop 4561

        November 9, 2007    Kendall Larson Chief Executive Officer VirnetX Holding Corporation 5615 Scotts Valley Drive, Suite 110 Scotts Valley, CA 95066

  RE: VirnetX Holding Corporation    Preliminary Information Statement on Schedule 14C     File No. 0-26895    Date Filed: November 1, 2007
Dear Mr. Larson:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  Af ter reviewing this information, we may or
may not 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. The basis for your ability to file the propos ed action on Schedule 14C is not clear.
Please identify the shareholders that have  provided written consent and describe
the shareholders’ respective  relationships to VirnetX Holding Corporation in

Kendall Larson
VirnetX Holding Corporation. November 9, 2007 Page - 2 -

materially complete detail.  In addition, pl ease describe the events that led to the
obtainment of written consents.  Finally, provide a detailed legal analysis of the
basis on which you concluded that the pro cess of obtaining the consents did not
involve a solicitation within the meani ng of Exchange Act Rule 14a-1(l).
2. Revise the disclosure regarding the plans to effect a reverse stock split and the
adoption of the “protective provisions” so th at it conforms in all material respects
with anti-takeover disclosu re guidelines outlined in SEC Release 34-15230.  Note
specifically that all of the information which is related to the proposal should be
set forth in one place in the materials and th at if disclosure in more than one place
cannot be avoided, cross-re ferences may be used.

* * *
 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment 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 comments, 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
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Kendall Larson
VirnetX Holding Corporation. November 9, 2007 Page - 3 -

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 filing or in response to our comments on your filing.
You may contact Jay Ingram at (202)  551-3397 if you have questions.  If you
need further assistance, pleas e contact me at (202) 551-3462.

Sincerely,

Mark P. Shuman  Legal Branch Chief
 cc. Lowell Ness, Esq.  via facsimile at: 650-614-7401

September 27, 2007  Mail Stop 4561  Kendall Larsen Chief Executive Officer VirnetX, Inc. 5615 Scotts Valley Drive, Suite 110 Scotts Valley, CA 95066
RE: PASW, Inc.
  Registration Statement on Form SB-2
Filed August 29, 2007
  File number 333-145765
Dear Mr. Larsen:

We have limited our review of your filing to those issues we have addressed in
our comments.  We think you should revi se your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, 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.

General

1. In order to minimize possible confusion, plea se be consistent in  using either pre-
split or post-split figures for all stock information used in the prospectus.

Cover Page

2. Refer to the disclosure on page ii unde r the caption “About This Prospectus.”

Kendall Larsen
PASW, Inc.
September 27, 2007 Page 2 of 5
Remove or relocate this disclosure to a s ection of the prospectus  that is not subject
to Rule 421(d).  With respect to the di sclosure in the second full paragraph, you
should advise dealers of their prospectus  delivery obligation on the outside back
cover page in accordance with Item 502 of Regulation S-B.  Please ensure that the
Prospectus Summary imme diately follows the Table of Contents.
  Forward-Looking Statements, page 14

3. Refer to the statement that the prospe ctus includes forward looking statements
“within the meaning of” Sec tion 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934.  Please be  advised that Section 27A(b)(1)(C) of
the Securities Act and Section 21E(b)( 1)(C) of the Securities Exchange Act
expressly state that the safe harbor for forward looking statements does not apply to statements made by companies that issue penny stock.  Also, as appropriate, revise the disclosure contained in the second full risk factor on page 12, which
indicates that you believe the penny stoc k rules are not ap plicable to your
securities.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 16

Liquidity and Capital Resources, page 19

4. Please expand this discussion to addre ss: (i) any known trends, events or
uncertainties that have or are reasonably likely to have a material impact on your
short-term or long-term liquidity; (ii) in ternal and external sources of liquidity;
(iii) any material commitments for capital expenditures and the expected sources
of funds for such expenditures.  Refer to  Items 303(b)(i)-(iii) of Regulation S-B.
5. Revise to state clearly whether your cu rrent and available capital resources are
sufficient to fund planned operations for a period of not less than twelve months
from the date of the prospectus.  To the extent you do not have sufficient
resources to fund planned operations for the 12-month period, state the estimated
deficiency in dollar terms and discuss how you plan to address the deficiency.  In
discussing your expected liquidity needs, please state the extent to which you are
currently using funds in your operations on a monthly basi s, and indicate whether
the expected rate at which capital is used in operations over the 12 month period
will vary from that amount, by how much and why.  In preparing this disclosure, consider the extent to which your curren t liabilities exceed current assets and
explain how your need to discharge current liabilities within the twelve months

Kendall Larsen
PASW, Inc.
September 27, 2007 Page 3 of 5
will impact the rate at which you use funds in operations and your need for capital.
  Selling Security Holders, page SS-3

6. Please disclose any affiliati ons or relationships that th e selling security holders
have or had with PASW, VirnetX, or any of their affiliates within the past three
years.
7. With respect to the shares to be offered for resale by all of the selling security
holders who are legal entities, please disc lose the individual or individuals who
exercise the voting and dispositive powers .  Refer to Interp. I.60 of Telephone
Interp. Manual (July 1997) and Interp.4S  of Reg. S-K section of 3/99 Supp. to
Manual.
8. Tell us whether any of the selling security holders are registered broker-dealers or affiliates of registered broker-dealers.  Be advised that all selling security holders who are registered broker-dealers or affiliates of broker-dealers who did not receive their securities as compensation fo r investment banking or similar services
should be identified as underwriters.
  Exhibit 5.1

9. We will review the legality opinion upon filing and, if appropriate, we may issue comments on its substance.

Undertakings, page II-4

10. Please provide the undertakings required by Item 512(g) of Regulation S-B, as
applicable.  If you intend to rely on Rule 430C, please provide the undertaking
contained in Item 512(g)(2).  If you in tend to rely on Rule 430B, please provide
the undertaking contained in Item 512(g)(1).

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

Kendall Larsen
PASW, Inc.
September 27, 2007 Page 4 of 5
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in  possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from
taking any action with re spect to the filing;

• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing eff ective, does not re lieve the company
from its full responsibility for the ade quacy and accuracy of the disclosure
in the filing; and

• the company may not assert staff comments and the declaration of
effectiveness 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Kendall Larsen
PASW, Inc. September 27, 2007 Page 5 of 5
Please contact Hugh Fuller at (202) 551- 3853 or Jay Ingram at (202) 551-3397 if
you have any questions.  If you require further assistance please contact me at (202) 551-
3730

     S i n c e r e l y ,         Barbara C. Jacobs      A s s i s t a n t  D i r e c t o r
  CC: Lowell D. Ness  Orrick, Herrington & Sutcliffe LLP  1000 Marsh Road  Menlo Park, CA 94025  Facsimile number: (650) 614-7401   Adam J. Agron  Brownstein Hyatt Farber Schreck, P.C.  410 17
th Street, Suite 2200
 Denver, CO 80202  Facsimile number: (303) 223-0934

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[ORRICK LETTERHEAD]

October 11, 2007

Barbara C. Jacobs

Assistant Director

Securities and Exchange Commission (Mail Stop 4561)

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    PASW, Inc. (the “Company”)

    Registration Statement on Form SB-2

    Filed August 29, 2007

    File No. 333-145765

Dear Ms. Jacobs,

Please find as set forth below, our responses to the Staff’s comment letter dated September 27,
2007. For the Staff’s convenience, the Staff’s comments are set forth in italics before each
response.

General

    1.

    In order to minimize possible confusion, please be consistent in using either pre-split or
post-split figures for all stock information used in the prospectus.

    1.

    In response to the Staff’s comments, the Company has modified its disclosure throughout the
prospectus to use post-split figures for all stock information.

Cover Page

    2.

    Refer to the disclosure on page ii under the caption “About This Prospectus.” Remove or
relocate this disclosure to a section of the prospectus that is not subject to Rule 421(d).
With respect to the disclosure in the second full paragraph, you should advise dealers of
their prospectus delivery obligation on the outside back cover page in accordance with Item
502 c.f. Regulation S-B. Please ensure that the Prospectus Summary immediately follows the
Table of Contents.

    2.

    In response to the Staff’s comments, the Company has removed or relocated its disclosure
accordingly.

Forward-Looking Statements, page 14

    3.

    Refer to the statement that the prospectus includes forward looking statements “within the
meaning of” Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934. Please be advised that Section

    27A(b)(1)(C) of the Securities Act and Section 21E(b)(1)(C) of the Securities Exchange Act
expressly state that safe harbor for forward looking statements does not apply to statements
made by companies that issue penny stock. Also, as appropriate, revise the disclosure
contained in the second full risk factor on page 12, which indicates that you believe the
penny stock rules are not applicable to your securities.

    3.

    The Company supplementally advises the Staff that it is seeking to list its shares of common
stock on the NASDAQ Capital Market. If the Company is not able to list its shares as planned
prior to the offering and its stock is otherwise a “penny stock” within the meaning of Rule
3a51-1 under the Securities Exchange Act of 1934, as amended, the Company will revise its
disclosure accordingly.

Liquidity and Capital Resources, page 19

    4.

    Please expand this discussion to address: (i) any known trends, events or uncertainties that
have or are reasonably likely to have a material impact on your short-term or long-term
liquidity; (iii) any material commitments for capital expenditures and the expected sources of
funds for such expenditures. Refer to Items 303(b)(i)-(iii) of Regulation S-B.

    4.

    In response to the Staff’s comments, the Company has modified its disclosure in the
Prospectus to indicate both its current monthly cash used to fund
operations as well as its anticipated monthly cash to be used to fund
operations.

The Company supplementally advises the Staff that it does not have
any material commitments for capital expenditures and does not
anticipate any in the future.

    5.

    Revise to state clearly whether your current and available capital resources are sufficient
to fund planned operations for a period of not less than twelve months from the date of the
prospectus. To the extent you do not have sufficient resources to fund planned operations for
the 12-month period, state the estimated deficiency in dollar terms and discuss how you plan
to address the deficiency. In discussion your expected liquidity needs, please state the
extent to which you are currently using funds in your operations on a monthly basis, and
indicate whether the expected rate at which capital is used in operations over the 12 month
period will vary from that amount, by how much and why. In preparing this disclosure,
consider the extent to which your current liabilities exceed current assets and explain how
your need to discharge current liabilities within the twelve months will impact the rate at
which you use funds in operations and your need for capital.

    5.

    In response to the Staff’s comments, the Company has modified its disclosure in the
Prospectus accordingly. The Company also supplementally advises the Staff that it pays its
expenses on a current basis and does not have outstanding current liabilities in excess of
current assets beyond the monthly cash requirements for its business as set forth in the
revised disclosure.

Selling Security Holders, page SS-3

    6.

    Please disclose any affiliations or relationships that the selling security holders have or
had with PASW, VirnetX, or any of their affiliates within the past three years.

    6.

    In response to the Staff’s comments, the Company has modified its disclosure in the
Prospectus accordingly.

    7.

    With respect to the shares to be offered for resale by all of the selling security holders
who are legal entities, please disclose the individual or individuals who exercise the voting
and dispositive powers. Refer to Interp. I.60 of Telephone Interp. Manual (July 1997) and
Interp.4S of Reg. S-K section of 3/99 Supp. to Manual.

    7.

    In response to the Staff’s comments, the Company has modified its disclosure in the
Prospectus accordingly.

    8.

    Tell us whether any of the selling security holders are registered broker-dealers or
affiliates of registered broker-dealers. Be advised that all selling security holders who are
registered broker-dealers or affiliates of broker-dealers who did not receive their securities
as compensation for investment banking or similar services should be identified as
underwriters.

    8.

    In response to the Staff’s comments, the Company has modified its disclosure in the
Prospectus accordingly. In addition, the Company supplementally advises the Staff that all of
the shares being registered for resale by registered broker-dealers were earned as
compensation for investment banking services.

Exhibit 5.1

    9.

    We will review the legality opinion upon filing and, if appropriate, we may issue comments on
its substance.

    9.

    The Company has filed the legality opinion as Exhibit 5.1 to Amendment No. 1 to the
Registration Statement.

Undertakings, page II-4

    10.

    Please provide the undertakings required by Item 512(g) of Regulation S-B, as applicable. If
you intend to rely on Rule 430C, please provide the undertaking contained in Item 512(g)(2).
If you intend to rely on Rule 430B, please provide the undertaking contained in Item
512(g)(1).

    10.

    In response to the Staff’s comments, the Company has included the requested undertakings.

Please contact me at (650) 614-7455 if you have any questions or require additional information
concerning the foregoing.

    Sincerely,

    /s/ Lowell D. Ness

    cc.

    Kendal Larsen

    PASW, Inc.

    Adam J. Agron

    Brownstein Hyatt Farber Schreck, P.C.

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Room 4561
								March 13, 2006

Mr. William E. Sliney
President, Chief Financial Officer and
Director
PASW, Inc.
9453 Alcosta Boulevard
San Ramon, CA 94583

Re:	PASW, Inc.
	Item 4.01 Form 8-K
      Filed March 7, 2006
	File No.  000-26895

Dear Mr. Sliney:

      We have reviewed the above referenced filings and have the
following comments.  Where indicated, we think you should revise
your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review 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.

1. Please revise the Form 8-K to state the specific date the
former
accountant declined to stand for re-election as required by Item
304(a)(1)(i) of Regulation S-B.
2. We note your disclosure regarding whether there were any
disagreements with the former accountants.  However, the
disclosure
should also state whether during the registrant`s two most recent
fiscal years and any subsequent interim period through the date of
resignation, declination or dismissal there were any disagreements
with the former accountant on any matter of accounting principles
or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the
satisfaction
of the former accountant, would have caused it to make reference
to
the subject matter of the disagreement(s) in connection with its
reports.
3. We note your statement that "The Company selected Farber Hass
Hurley & McEwen (Farber) as its new dependent accountant..."  Help
us
understand what you mean by "dependent" accountant and what
services
Farber will be providing.
4. To the extent that you make changes to the Form 8-K to comply
with
our comments, please obtain and file an updated Exhibit 16 letter
from the former accountants stating whether the accountant agrees
with the statements made in your revised Form 8-K.

General

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating 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 filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      As appropriate, please respond to these comments within five
business days or tell us when you will respond.  Please submit all
correspondence and supplemental materials on EDGAR as required by
Rule 101 of Regulation S-T.  Please furnish a cover letter that
keys
your responses to our comments and provides any requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	You may contact Patrick Gilmore, Staff Accountant, at (202)
551-
3406 or me at (202) 551-3499 if you have questions regarding these
comments.

							Sincerely,

      					Kathleen Collins
      Accounting Branch Chief

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William E. Sliney
PASW, Inc.
March 13, 2006
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