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                              May 8, 2020

       Joseph L. Dowling
       Chief Executive Officer
       Jaws Acquisition Corp.
       1601 Washington Avenue, Suite 800
       Miami Beach, FL 33139

                                                        Re: Jaws Acquisition
Corp.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed May 7, 2020
                                                            File No. 333-237874

       Dear Mr. Dowling:

              We have reviewed your registration statement 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 this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

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

       Amendment No. 1 to Registration Statement on Form S-1

       Exhibits

   1.                                                   We note that the form
of warrant agreement filed as Exhibit 4.4 provides that the company
                                                        agrees that any action,
proceeding or claim against it arising out of or relating in any way
                                                        to the agreement shall
be brought and enforced in the courts of the State of New York or
                                                        the United States
District Court for the Southern District of New York, and irrevocably
                                                        submits to such
jurisdiction, "which jurisdiction shall be exclusive." We also note that the
                                                        company waives any
objection to such "exclusive" jurisdiction. If this provision requires
                                                        investors in this
offering to bring any such action, proceeding or claim in the courts of the
                                                        State of New York or
the United States District Court for the Southern District of New
                                                        York, please disclose
such provision in your registration statement, and disclose whether
                                                        this provision applies
to actions arising under the Securities Act or Exchange Act. If the
 Joseph L. Dowling
Jaws Acquisition Corp.
May 8, 2020
Page 2
         provision applies to actions arising under the Securities Act or
Exchange Act, please also
         add related risk factor disclosure. If this provision does not apply
to actions arising under
         the Securities Act or Exchange Act, please also ensure that the
provision in the warrant
         agreement states this clearly.
2.       We note that Section 17.2 of your Form of Amended and Restated
Memorandum and
         Articles of Association filed as Exhibit 3.2 provides that Class B
Shares shall
         automatically convert into Class A Shares on a one-for-one basis (a)
at any time and from
         time to time at the option of the holder thereof; and (b)
automatically on the day of the
         closing of a Business Combination. Please revise your prospectus to
disclose the optional
         conversion feature, and disclose any risks that are material. In
addition, address whether
         such Class A shares would have redemption rights or rights to
liquidating distributions
         from the trust account.
        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
statement.

        You may contact Yolanda Guobadia, Staff Accountant, at (202) 551-3562
or Robert
Babula, Staff Accountant, at (202) 551-3339 if you have questions regarding
comments on the
financial statements and related matters. Please contact Karina Dorin, Staff
Attorney, at (202)
551-3763 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other
questions.



FirstName LastNameJoseph L. Dowling                             Sincerely,
Comapany NameJaws Acquisition Corp.
                                                                Division of
Corporation Finance
May 8, 2020 Page 2                                              Office of
Energy & Transportation
FirstName LastName