SecProbe.io

CORRESP
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  William C. Davisson III

  Direct Dial: (650) 463-2660

  william.davisson@lw.com

  135 Commonwealth Drive

  Menlo Park, California 94025

  Tel: (650) 328-4600 Fax: (650) 463-2600

  www.lw.com

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  Washington, D.C.

September 27, 2005

VIA
FACSIMILE

Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:                                     Zafar
Hasan, Attorney-Advisor

Re:                               Sunesis
Pharmaceuticals, Inc.

Registration
Statement on Form S-1

File No. 333-121646 (the “Registration Statement”)

Ladies and Gentlemen:

In connection with the proposed initial public offering (the
“Offering”) of Sunesis Pharmaceuticals, Inc. (the “Company”) pursuant to the
Registration Statement, we are counsel to the Company.  Enclosed for filing herewith is Amendment No.
6 to the Registration Statement (“Amendment No. 6”).  On behalf of the Company, we advise the Staff
of the following disclosures set forth in Amendment No. 6:

•              the initial public offering price
of the Offering is $7.00 per share;

•              existing stockholders of the
Company have indicated an interest in purchasing up to an aggregate of
1,414,300 shares of common stock in the Offering; and

•              the estimated amount of the deemed
dividend in connection with the conversion of the Company’s preferred stock
into common stock is $88.1 million.

We have
previously furnished to the Commission our analysis of the reduction of the
initial public offering price of the Offering.
We are furnishing this letter to the Commission to address whether a
preliminary prospectus for the Offering should be recirculated in view of (1)
the participation of several of the Company’s existing stockholders in the
Offering and (2) the increase in the estimated amount of the deemed dividend.

We have advised the Company of the Commission’s position, set forth in
Rules 460 and 461 and Release No. 33-4968 under the Securities Act of 1933,
that the Commission “[h]aving due regard to the adequacy of information
respecting the registrant theretofore available to the public...and to the
public interest and the protection of investors,” will not grant acceleration
of a registration statement “[w]here the form of preliminary prospectus, which
has been distributed by the issuer or underwriter, is found to be inaccurate or
inadequate in any material respect.”  For
the reasons set forth below, the Company and the managing underwriters, after
reviewing the changes to the preliminary prospectus in their totality and after
discussing the matter with us and counsel to the underwriters, do not believe
that the preliminary prospectus previously distributed to potential investors
(the “Preliminary Prospectus”) was rendered inaccurate or inadequate in any
material respect by the changes made and, therefore, do not believe that
recirculation of a preliminary prospectus is required.

Participation
of Existing Stockholders

The Preliminary Prospectus reflected that
Biogen Idec had indicated an interest in purchasing up to an aggregate of
approximately $4.0 million of common stock in the Offering.  The Preliminary Prospectus also reflected
that indications of interest are not binding aggrements or commitments to
purchase and that Biogen Idec may elect not to purchase any shares in the
Offering.  The prospectus included in Amendment
No. 6 reflects that Biogen Idec, entities affiliated with Warbung Pincus,
entities affiliated with Venrock Associates, entities affiliated with Mayfield
Associates and Abingworth BioVentures have indicated an interest in purchasing
up to an aggregate of 1,414,300 shares of common stock in the Offering.  In accordance with the conversation on
September 26, 2005 between Mr. Zafar Hasan of the Staff and the undersigned,
the prospectus included in Amendment No. 6 also reflects that the Company
believes that these existing stockholders have submitted these indications of
interest, in part, to support the Offering.
As a result of their participation in the Offering, the Company’s
existing stockholders will own a larger percentage of the Company’s common
stock upon completion of the Offering. Specifically, the ownership of the Company’s
stockholders will increase from 72.0% (assuming no participation) to 78.6% (assuming
full participation as set forth in Amendment No. 6).  The Company does not believe that this increase
in beneficial ownership of its existing stockholders, or any changes in
relative beneficial ownership of the Company’s existing stockholders as a
result of such participation, is material to investors.

Amount of Deemed Dividend

The “Capitalization” section of the
Preliminary Prospectus erroneously reflected an estimated deemed dividend in
connection with the conversion of the Company’s preferred stock into common
stock of $16.3 million.  Amendment No. 6
reflects an estimated deemed dividend in the amount of $88.1 million.  The deemed dividend will be accounted for as
a debit to retained earnings and an offsetting credit to additional paid in
capital in the Company’s financial statements for the quarter ending September
30, 2005, and will not change stockholders’ equity as set forth in the Preliminary
Prospectus.  The deemed dividend will be
reflected in the Company’s financial statements for the quarter ending September 30,
2005 and will not affect future periods.
Accordingly, the Company does not believe that the amount of the deemed
dividend is material to investors.

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Investors Will Be Notified.

The Company has been informed by the managing underwriters that the
normal channels of communications between the underwriters and potential
purchasers are being and would be used to inform such potential purchasers of (1)
the change in the offering price, (2) the indications of interest submitted by
the Company’s existing stockholders and (3) the amount of the deemed dividend prior
to the mailing of confirmation notices.
All underwriters in the syndicate have agreed to notify all potential
purchasers of the change in the offering price and changes in the disclosure in
the prospectus prior to confirming sales.
In addition, a copy of the final prospectus will accompany each
confirmation notice.

The Company’s financial condition, strategy, plan of operations and
goals set forth in the preliminary prospectus filed with the Commission in
Amendment No. 6 are the same as those set forth in the Preliminary Prospectus,
and the Company respectfully submits that no purpose would be served by
recirculating a preliminary prospectus with substantially the same
disclosures.  The Company believes that no
additional or revised information is contained in the new preliminary
prospectus that would be

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material to an investor’s decision to purchase
shares of common stock, or that any such information causes the disclosure in
the circulated Preliminary Prospectus to be inaccurate or inadequate in any
material respect.  For these and the
other reasons discussed above, the Company believes that recirculation of a
preliminary prospectus is not required.

If you have any question or comments concerning the foregoing, please
do not hesitate to call the undersigned at (650) 463-2660.

  Very truly
  yours,

  /s/ William
  Davisson

  William
  Davisson

  of Latham
  & Watkins LLP

cc:                                 Daryl
B. Winter, Sunesis Pharmaceuticals, Inc.

Alan Mendelson, Latham & Watkins LLP

John T. McKenna, Cooley Godward LLP

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