U.S. Securities & Exchange Commission
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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Sections 12(g) and 12(h)

October 31, 2006

Response of the Office of Chief Counsel
Division of Corporation Finance


VG Holding Corporation
Incoming letter dated October 31, 2006

Based on the facts presented, the Division will not raise any objection if VG Holding does not comply with the registration requirements of Section 12(g) of the Securities Exchange Act of 1934, with respect to options granted and to be granted pursuant to the company's 2005 Stock Incentive Plan, in the manner and subject to all terms and conditions set forth in your letter. This position will remain in effect until the date at which VG Holding or any of its subsidiaries to whose employees it has granted options otherwise becomes subject to the Exchange Act registration or reporting requirements with respect to any other class of its securities.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response only represents the Division's position on enforcement and does not purport to express any legal conclusion on the question presented.


Mary Beth Breslin
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 11/14/2006