Daniel N. Swisher, Jr.

President and Chief Executive Officer

Sunesis Pharmaceuticals, Inc.

341 Oyster Point Boulevard

South San Francisco, California 94080

(650) 266-3500

Copies to:

Alan C. Mendelson

William C. Davisson

Latham & Watkins LLP

140 Scott Drive

Menlo Park, California 94025

(650) 328-4600

Title Of Securities To Be Registered (1)		Amount To Be Registered (2)			Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price			Amount Of Registration Fee
Common Stock, par value $0.0001 per share			1,041,139 (3	)	$	4.99 (4	)	$	5,195,284		$	556

(1)	In addition, pursuant to Rule 416(c) of the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Sunesis Pharmaceuticals, Inc. Employee Stock Purchase Plan (the “ESPP”).

(2)

This Registration Statement shall also cover any additional shares of common stock, par value $0.0001 per share (the “Common Stock”) which become issuable under the Sunesis Pharmaceuticals, Inc. 2001 Stock Plan (the “2001 Plan”), the Sunesis Pharmaceuticals, Inc. 2005 Equity Incentive Award Plan (the “2005 Plan”) and the ESPP by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration, which results in an increase in the number of outstanding shares of the Registrant’s Common Stock.

(3)	Represents (i) 73,138 shares of Common Stock issuable under the 2001 Plan, (ii) 860,445 shares of Common Stock available for future grants under the 2005 Plan and (iii) 107,556 shares of Common Stock available for future grants under the ESPP.

(4)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on the basis of the average of the high ($5.09) and low ($4.88) prices of the Common Stock as reported on The Nasdaq Global Market on November 14, 2006.

Sunesis Pharmaceuticals, Inc. (the “Company”) filed with the Securities and Exchange Commission on September 28, 2005 a registration statement on Form S-8 (File No. 333-128647) relating to (i) 179,059 shares of the Common Stock to be offered and sold under the 2001 Plan, (ii) 3,487,260 shares of the Common Stock to be offered and sold under the 2005 Plan and (iii) 202,941 shares of Common Stock to be offered and sold under the ESPP. The Registrant is hereby registering an additional 73,138 shares of Common Stock issuable under the 2001 Plan, 860,445 shares of Common Stock issuable under the 2005 Plan and 107,556 shares of Common Stock available for future grants under the ESPP, none of which has been issued as of the date of this Registration Statement.

The information called for in Part I of Form S-8 is not being filed with or included in this Registration Statement on Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”).

(b)

The registrant’s Quarterly Reports on Form 10-Q for (i) the quarter ended March 31, 2006, filed May 12, 2006, (ii) the quarter ended June 30, 2006, filed August 11, 2006 and (iii) the quarter ended September 30, 2006, filed November 9, 2006, including all material incorporated by reference therein;

(c)

The registrant’s Current Reports on Form 8-K, filed January 6, 2006, February 15, 2006, March 22, 2006, March 24, 2006, May 4, 2006, June 22, 2006, June 28, 2006, July 5, 2006, August 10, 2006, November 2, 2006 and November 7, 2006, including all material incorporated by reference therein; and

(d)

The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A filed under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

As permitted by Section 145 of the Delaware General Corporation Law, the amended and restated bylaws of the registrant provide that (i) the registrant is required to indemnify its directors and officers to the fullest extent not prohibited by the Delaware General Corporation Law, (ii) the registrant may, in its discretion, indemnify its other employees and agents as set forth in the Delaware General Corporation Law, (iii) the registrant is required to advance all expenses incurred by its directors and officers in connection with certain legal proceedings, and (iv) the rights conferred in the bylaws are not exclusive.

Article VI of the amended and restated certificate of incorporation of the registrant provides for the indemnification of directors to the fullest extent permissible under Delaware law. The registrant has entered into agreements with its directors and officers that require the registrant to indemnify such persons against expenses, judgments, fines and settlement amounts that any such person becomes legally obligated to pay in connection with any proceeding, whether actual or threatened, to which such person may be made a party by reason of the fact that such person is or was a director or officer of the registrant or any of its subsidiaries. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder. At present, no litigation or proceeding is pending that involves a director or officer of the registrant regarding which indemnification is sought, nor is the registrant aware of any threatened litigation that may result in claims for indemnification.

The registrant maintains a directors’ and officers’ insurance and registrant reimbursement policy. The policy insures directors and officers against unindemnified losses arising from certain wrongful acts in their capacities as directors and officers and reimburses the registrant for those losses for which the registrant has lawfully indemnified the directors and officers. The policy contains various exclusions.

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

provided, however, that paragraphs (i) and (ii) do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of South San Francisco, State of California, on this 16th day of November, 2006.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Daniel N. Swisher, Jr. and Eric H. Bjerkholt and each of them acting individually, as his true and lawful attorneys-in-fact and agents, with full power of each to act alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date

/s/ JAMES W. YOUNG, PH.D. James W. Young, Ph.D.	Executive Chairman of the Board	November 16, 2006

/s/ DANIEL N. SWISHER, JR. Daniel N. Swisher, Jr.	President, Chief Executive Officer and Director (Principal Executive Officer)	November 16, 2006

/s/ ERIC H. BJERKHOLT Eric H. Bjerkholt	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	November 16, 2006

/s/ ANTHONY B. EVNIN, PH.D. Anthony B. Evnin, Ph.D.	Director	November 16, 2006

Signature	Title	Date

/s/ STEPHEN P.A. FODOR, PH.D. Stephen P.A. Fodor, Ph.D.	Director	November 16, 2006

/s/ MATTHEW K. FUST Matthew K. Fust	Director	November 16, 2006

/s/ STEVEN D. GOLDBY Steven D. Goldby	Director	November 16, 2006

/s/ JONATHAN S. LEFF Jonathan S. Leff	Director	November 16, 2006

/s/ HOMER L. PEARCE, PH.D. Homer L. Pearce, Ph.D.	Director	November 16, 2006

/s/ DAVID C. STUMP, M.D. David C. Stump, M.D.	Director	November 16, 2006

/s/ JAMES A. WELLS, PH.D. James A. Wells, Ph.D.	Director	November 16, 2006

Exhibit Number		Description
5.1		Opinion of Latham & Watkins LLP.
10.1		2001 Stock Plan and Form of Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-1 (SEC File No. 333-121646) filed on December 23, 2004).
10.2		2005 Equity Incentive Award Plan and Form of Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on November 9, 2006).
10.3		Employee Stock Purchase Plan and Enrollment Form (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on November 9, 2006).
23.1		Consent of Independent Registered Public Accounting Firm.
23.2		Consent of Latham & Watkins LLP (see Exhibit 5.1).
24.1		Power of Attorney (included in the signature pages to this Registration Statement).


	SUNESIS PHARMACEUTICALS, INC.

	By:	/s/ DANIEL N. SWISHER, JR.
		Daniel N. Swisher, Jr.
		President and Chief Executive Officer


CALCULATION OF REGISTRATION FEE