5615 Scotts Valley Drive, Suite 110
Scotts Valley, CA 95066
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.

  By:        /s/ Kendall Larsen    
         Kendall Larsen   
         President and
     Chief Executive Officer