UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

(Amendment No. 1)





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2009

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number: 001-33735





Virgin Mobile USA, Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 20-8826316                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                              |  |           
|--------------------------------------------- |  | ----------
|10 Independence Boulevard, Warren, New Jersey |  | 07059     
|(Address of principal executive offices)      |  | (Zip Code)

(908) 607-4000

(Registrants telephone number, including area code)



(Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    x  Yes     ̈  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).     ̈  Yes     ̈  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer, non-accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  | x
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).     ̈  Yes    x  No



|                                                                                                                            |  |           
|--------------------------------------------------------------------------------------------------------------------------- |  | ----------
|The number of shares of each of the registrants classes of common stock outstanding as of
October 31, 2009 was as follows:
|Class A common stock, par value $0.01 per share                                                                             |  | 67,354,173
|Class B common stock, par value $0.01 per share                                                                             |  | 1         
|Class C common stock, par value $0.01 per share                                                                             |  | 115,062   









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EXPLANATORY NOTE

Virgin Mobile USA, Inc. (the Company) is filing this Amendment No. 1 on Form 10-Q/A (the Amendment) to its Quarterly Report on Form
10-Q for the period ended September 30, 2009 (the Original Filing), which was originally filed with the Securities and Exchange Commission (the Commission) on November 6, 2009, solely for the purpose of filing Exhibit 10.4 as listed in the
Exhibit Index of the Original Amendment. This Amendment does not reflect events occurring after the date of the Original Filing or modify or update any of the other disclosure contained therein in any way.



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|Item 6. | Exhibits.
|------- | ---------

See Exhibit
Index.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                  |  |  |  |  |  |                            |  |                                                               
|----------------- |  |  |  |  |  | -------------------------- |  | --------------------------------------------------------------
|                  |  |  |  |  |  |                            |  | Virgin Mobile USA, Inc.                                       
|                  |  |  | 
|November 23, 2009 |  |  |  |  |  | /s/    JOHN D. FEEHAN,
JR.
|                  |  |  |  |  |  |                            |  | John D. Feehan, Jr.                                           
|                  |  |  |  |  |  |                            |  | Chief Financial Officer                                       
|                  |  |  |  |  |  |                            |  | (Principal Financial Officer and Principal Accounting Officer)



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EXHIBIT INDEX



|         |  |                                                                                                                                                                                  
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibits |  | Description                                                                                                                                                                      
|         | 
|10.4     |  | Letter Agreement with Sprint Spectrum, L.P., dated September 25, 2009. *                                                                                                         
|         | 
|31.1     |  | Certification of the Chief Executive Officer of Virgin Mobile USA, Inc. pursuant to 13a-14 under the Securities Exchange Act of 1934.                                            
|         | 
|31.2     |  | Certification of the Chief Financial Officer of Virgin Mobile USA, Inc. pursuant to 13a-14 under the Securities Exchange Act of 1934.                                            
|         | 
|32.1     |  | Certification of the Chief Executive Officer of Virgin Mobile USA, Inc. pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|         | 
|32.2     |  | Certification of the Chief Financial Officer of Virgin Mobile USA, Inc. pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.



|* | Certain Portions have been omitted in accordance with a request for confidential treatment that the Company has submitted to the SEC. Omitted information has been filed
separately with the SEC.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------