Mail Stop 3-9								May 10, 2005

Daniel Swisher
Chief Executive Officer
Sunesis Pharmaceuticals, Inc.
341 Oyster Point Boulevard
South San Francisco, California 94080

Re:	Sunesis Pharmaceuticals, Inc.
	Registration Statement on Form S-1
      Filed December 23, 2005
	File Number 333-121646

 Dear Mr. Swisher:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. We note the discussion in your cover letter of the issuance of
stock to Bristol Myers Squibb Company and your conclusion that the
issuance and the public offering should not be integrated.  Please
provide us with the analysis used to reach this conclusion.  We
may
have further comments after reviewing your response.

2. Please provide us with a supplemental analysis supporting your
determination that the brochure did not constitute an offer to
sell
securities and that it did not have the effect of conditioning the
market.  Your analysis should address whether a risk factor
discussing potential rescission liability is appropriate.  We may
have further comments.
3. Please disclose the circumstances and conversations that led to
the possibility that existing stockholders might participate in
the
initial public offering.  Please also disclose the substance of
the
oral conversations with members of the board and their affiliated
funds.  If you sent, or plan to send, materials related to a
directed
share program to these parties, please provide us with copies of
these materials.  We may have further comments.
4. We note your response to comment 1.  If you commence operations
in
Syria, Iran, Cuba or North Korea at any time, either prior to or
subsequent to effectiveness, please contact us and provide us with
updated information.

We rely on a third party to manufacture our product candidates...,
page 15
5. Please identify the third party that manufactures SNS-032.  If
you
have an agreement with this party, file the agreement or provide
us
with an analysis supporting your determination that you are not
substantially dependent on the agreement.  If you do not have an
agreement with this party, revise your risk factor to disclose
this
information.

Clinical Trials, page 47
6. Please revise to explain the term "myelosuppression."

Bristol-Myers Squibb Company, page 59
7. Please disclose the number of preferred shares that were issued
as
an upfront payment to BMS and disclose the material terms of the
preferred shares, including conversion rights, resale registration
rights, dividend provisions, etc.
8. Disclose whether the payment of milestones in cash or equity is
at
your option or at the option of BMS.  How will the number of
shares
be determined?
9. We note that the expiration of the royalty obligations may be
determined by the expiration of patents licensed to you.  Please
revise to disclose when the latest patent to expire is currently
scheduled to expire.

Item 15 Recent Sales of Unregistered Securities
10. Please revise this section to include a discussion of the
preferred shares issued to Bristol-Myers Squibb.
      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on
EDGAR under the form type label CORRESP. Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.
      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.
      You may contact Ibolya Ignat at (202) 824-5528 or James
Atkinson, at (202) 942-2826if you have questions regarding
comments
on the financial statements and related matters. Please contact
Zafar
Hasan at (202) 942-7381 or me at (202) 942-1840 with any other
questions.
      Sincerely,



      Jeffrey Riedler
   Assistant Director

   cc:	William Davisson
   	Latham & Watkins LLP
   	135 Commonwealth Drive
   	Menlo Park, CA 94025

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