Item 2.02. Results of Operations and Financial Condition.

On January 7, 2009, Virgin Mobile USA, Inc. (the "Company") issued a press release announcing certain unaudited preliminary results of operations.

The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description of Exhibit
99.1 Press Release issued by Virgin Mobile USA, Inc. on January 7, 2009.

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