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                               June 10, 2022

       Marc H. Bell
       Chief Executive Officer
       Terran Orbital Corp
       6800 Broken Sound Parkway NW, Suite 200
       Boca Raton, Florida, 33487

                                                        Re: Terran Orbital Corp
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed June 1, 2022
                                                            File No. 333-264447

       Dear Mr. Bell:

             We have reviewed your amended 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.
Unless we note
       otherwise, our references to prior comments are to comments in our May
18, 2022 letter.

       Amendment No. 1 to Registration Statement on Form S-1 filed June 1, 2022

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Liquidity and Capital Resources, page 78

   1.                                                   We note your response
to comment 3 that warrant holders are unlikely to exercise their
                                                        warrants. Describe the
impact on your liquidity and update the discussion regarding your
                                                        ability to fund your
operations on a prospective basis with your current cash on hand.
   2.                                                   We note your response
to comment 7 and the agreement that certain investors have
                                                        the right to sell back
warrants to you at a fixed price for a given period. Please revise to
                                                        discuss the risks that
the agreement may pose to other holders if you are required to buy
                                                        back the warrants as
described therein. For example, discuss how such forced purchases
 Marc H. Bell
Terran Orbital Corp
June 10, 2022
Page 2
      would impact the cash you have available for other purposes and to
execute your business
      plan.
3.    We note your response to comment 8 that you expect to need to raise
additional funds in
      order to proceed with your business plan. Discuss the effect of this
offering and the
      unlikelihood that you will receive significant proceeds from exercises of
the warrants on
      your ability to raise additional capital.
       Please contact Patrick Fullem at (202) 551-8337 or Erin Purnell at (202)
551-3454 with
any questions.



                                                           Sincerely,
FirstName LastNameMarc H. Bell
                                                           Division of
Corporation Finance
Comapany NameTerran Orbital Corp
                                                           Office of
Manufacturing
June 10, 2022 Page 2
cc:       Jonathan R. Pavlich
FirstName LastName