United States securities and exchange commission logo

                                September 22, 2020

       Josh Bayliss
       Chief Executive Officer
       VG Acquisition Corp.
       65 Bleecker Street, 6th Floor
       New York, NY 10012

                                                        Re: VG Acquisition
Statement on Form S-1
                                                            Filed September 16,
                                                            File No. 333-248844

       Dear Mr. Bayliss:

              We have reviewed your registration statement and have the
following comment. In our
       comment, we may ask you to provide us with information so we may better
understand your

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

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

       Registration Statement on Form S-1 filed September 16, 2020


   1.                                                   We note that Section
9.3 of the Form of Warrant Agreement filed as Exhibit 4.4 includes
                                                        an applicable law
provision limiting where claims may be brought (e.g., the courts of the
                                                        State of New York or
the United States District Court for the Southern District of New
                                                        York). Please clarify
if this provision is applicable to investors in this offering and, if so,
                                                        whether it applies to
claims made under the federal securities laws. If the provision is
                                                        applicable to investors
in this offering, please also revise your prospectus to discuss the
                                                        provision, including a
description of any risks or other impacts on investors and whether
                                                        there is uncertainty as
to its enforceability.
 Josh Bayliss
FirstName  LastNameJosh  Bayliss
VG Acquisition  Corp.
Comapany 22,
September  NameVG
               2020 Acquisition Corp.
Page 2     22, 2020 Page 2
FirstName LastName
        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

       You may contact William Demarest at 202-551-3432 or Wilson Lee at
202-551-3468 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jonathan Burr at 202-551-5833 or Pamela Long at 202-551-3765 with any


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