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CORRESP
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Sunesis Pharmaceuticals,
Inc.

341 Oyster Point Boulevard

South San Francisco,
California 94080

September 22, 2005

VIA
FACSIMILE AND EDGAR TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

  Attention:

  Jeffrey P. Riedler,
  Assistant Director

  Zafar Hasan,
  Attorney-Advisor

  Suzanne Hayes,
  Attorney-Advisor

  Ibolya Ignat, Staff
  Accountant

  James Atkinson, Staff
  Accountant

  Re:

  Sunesis Pharmaceuticals,
  Inc.

  Registration Statement on
  Form S-1

  File No. 333-121646

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, we hereby request acceleration of
the effective date of the Registration Statement on Form S-1 (No. 333-121646) (the
“Registration Statement”) of Sunesis Pharmaceuticals, Inc. (the “Company”).  We respectfully request that the Registration
Statement become effective as of 9:00 a.m., Washington, D.C. time, on September
23, 2005, or as soon as practicable thereafter.  Once the Registration Statement has been
declared effective, please orally confirm that event with our counsel, Latham
& Watkins LLP, by calling William Davisson at (650) 463-2660.  We also respectfully request that a copy of
the written order from the Securities and Exchange Commission (the “Commission”)
verifying the effective time and date of the Registration Statement be sent to
our counsel, Latham & Watkins LLP, Attention: William Davisson, by
facsimile to (650) 463-2600.

The Company acknowledges the following:

•      Should the Commission or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

•      The action of the Commission or the staff,
acting pursuant to delegated authority in declaring the filing effective, does
not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

•      The Company may not assert this action as
a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Please do not hesitate to
call William Davisson at (650) 463-2660 if you have any questions regarding
this request.

  Very truly yours,

  /s/ Daryl B. Winter, Ph.D.

  Daryl B. Winter, Ph.D.

  Senior Vice President,
  General Counsel and

  Corporate Secretary