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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
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Attention:
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Ms.
Barbara C. Jacobs, Assistant Director
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Division
of Corporate Finance
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Re:
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VirnetX
Holding Corporation (Registration No. 333-162145)
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Acceleration
Request
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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:
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·
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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;
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·
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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
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·
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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.
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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