April 16, 2020

David T. Pearson
Chief Financial Officer
Vonage Holdings Corp.
23 Main Street
Holmdel, NJ 07733

       Re: Vonage Holdings Corp.
           Form 10-K for Fiscal Year Ended December 31, 2019
           Filed February 21, 2020
           Form 8-K
           Filed February 18, 2020
           File No. 001-32887

Dear Mr. Pearson:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following 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 these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 8-K filed February 18, 2020

Exhibit 99.1, page 7

1.    Refer to Tables 3 and 4 where we note your reconciliations of Income from
Operations to
      Adjusted OIBDA, Net (loss) income to Net income (loss) excluding
adjustments, and
      Adjusted Earning Per Share for 2019 and 2018. You include adjustments for
      "Organizational transformation" costs, which you define as "exits of
employees and
      facilities, system migration costs and certain professional related
fees." We also noted the
      same adjustment for the same Non-GAAP measures for 2017. Please explain
to us why
      these organizational costs are not normal, recurring, cash operating
expenses necessary to
      operate your business. See Question 100.01 of the Division's Non-GAAP
C&DIs. In
      your response, please provide us the significant components of each of
the expenses for
      each of the last three years.
 David T. Pearson
Vonage Holdings Corp.
April 16, 2020
Page 2
2.       Refer to Table 5 where we note you present the Non-GAAP measures:
Adjusted revenues,
         Adjusted business total revenues and Adjusted business service
revenues, which include
         adjustments for "Deferred revenue adjustment from acquired companies,"
"Revenue from
         acquired companies (prior to acquisition) less revenue from divested
businesses," and
         "Outage credits and significant one-time items." These measures appear
to substitute
         individually tailored revenue recognition and measurement methods for
those of GAAP as
         you are adjusting for amounts excluded from revenue under ASC 606.
Please tell us how
         you considered the guidance of Question 100.04 of the Division's
Non-GAAP C&DIs and
         Rule 100(b) of Regulation G when presenting these measures.
       In closing, 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.

       You may contact Joseph Cascarano, Senior Staff Accountant, at (202)
551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 with any
questions.



FirstName LastNameDavid T. Pearson                         Sincerely,
Comapany NameVonage Holdings Corp.
                                                           Division of
Corporation Finance
April 16, 2020 Page 2                                      Office of Technology
FirstName LastName