United States securities and exchange commission logo





                              June 16, 2021

       Michelle Kley
       Executive Vice President, General Counsel and Secretary
       Virgin Galactic Holdings, Inc
       166 North Roadrunner Parkway, Suite 1C
       Las Cruces, New Mexico 88011

                                                        Re: Virgin Galactic
Holdings, Inc
                                                            Registration
Statement on Form S-3
                                                            Filed May 28, 2021
                                                            File No. 333-256607

       Dear Ms. Kley:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-3

       General

   1.                                                   It appears that you are
seeking to register the issuance of shares of common stock
                                                        underlying 2,666,667
warrants issued to investors in a private placement in connection
                                                        with the closing of
your initial public offering. Please provide your analysis as to why
                                                        you believe you are
eligible to register the issuance of the underlying common shares to
                                                        private placement
purchasers as these shares appear to have been offered privately.
                                                        Alternatively, please
revise your registration fee table and prospectus to indicate that the
                                                        registration statement
does not cover the offer and sale of these underlying securities. For
                                                        guidance, refer to
Securities Act Sections Compliance and Disclosure Interpretations
                                                        239.15 and 103.04.
 Michelle Kley
Virgin Galactic Holdings, Inc
June 16, 2021
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      Please contact Irene Barberena-Meissner at (202) 551-6548 or Kevin
Dougherty at (202)
551-3271 with any questions.



                                                           Sincerely,
FirstName LastNameMichelle Kley
                                                           Division of
Corporation Finance
Comapany NameVirgin Galactic Holdings, Inc
                                                           Office of Energy &
Transportation
June 16, 2021 Page 2
cc:       Drew Capurro, Esq.
FirstName LastName