Mail Stop 6010
Via Facsimile and U.S. Mail


November 28, 2005

Mr. Andrew K. Haste
Group Chief Executive
Royal & Sun Alliance Insurance Group plc
One Plantation Place, 9th Floor
30 Fenchurch Street
London EC3M 3BD, Great Britain

 Re:   Royal & Sun Alliance Insurance Group plc
         Form 20-F for Fiscal Year Ended December 31, 2004
          File No. 001-15146

Dear Mr. Haste:

      We have reviewed your October 20, 2005 response to our
September 22, 2005 letter and have the following comments. In our
comments, we ask you to provide us with in formation so that we
may
better understand your disclosure. After reviewing this
information,
we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Item 5. Operating and Financial Review and Prospects

Liquidity and Capital Resources, page 97

1. Please refer to prior comment one. The restructuring of the US
operations and sale of the life operations appears to have
significantly reduced cash flow and eliminated important sources
of
future liquidity. While you propose some forward-looking
disclosures
such as reorganization costs expected to be incurred and expected
annual savings and associated costs, the majority of your
discussion
appears to be historical in nature. Please tell us in a
disclosure-
type format the expected impact of your reorganization and
restructuring programs on your future operating results and
liquidity
and capital resources. Include a comprehensive forward-looking
discussion of related known trends, demands, commitments and
uncertainties. Refer to Financial Reporting Codification Section
501.02.

Critical Accounting Policies, page 103

2. Please refer to prior comment three. You state that you do not
derive statistical loss distributions or confidence levels around
reserving estimates. However, you also state that in selecting the
best reserve estimate, you consider the appropriateness of each
method to the individual circumstances of the reserve class and
underwriting year and consider key "variability factors" such as
trends in loss severity, general economic conditions, future loss
cost inflation and judicial trends. Please tell us in a
disclosure-
type format how the individual circumstances of each reserve class
and accident year warrant use of different reserve methods. We are
particularly interested in the degree of conservatism inherent in
these different reserve methods and how often and under what
circumstances the reserve method is changed for a reserve class
and
underwriting year. Also, describe how you judgmentally adjust the
reserve projection for "variability factors" in developing your
best
reserve estimate. Quantify the impact of these "variability
factor"
adjustments on your reserve projections for each year presented.
Link
this discussion with your explanation of changes in prior year
reserve estimates.

3. Please refer to prior comment four. We were unable to reconcile
the total amounts in the table shown in your response to amounts
disclosed on page 45 in your filing. Please explain this apparent
inconsistency. Also, it is unclear which information in this
response
you plan to disclose in your 2005 Form 20-F.  Please confirm your
planned new disclosure.

Item 18. Financial Statements

Note 50. Additional US GAAP Disclosures, page F-97

4.        Please refer to prior comment seven. Please tell us if
there were any adjustments to previously reported amounts in
discontinued operations as required by paragraph 44 of SFAS 144.

5.         We are considering your response to prior comment
eight.
Please describe to us how you accounted for these arrangements,
your
basis for recognizing related gain or loss, and provide references
to
applicable US GAAP technical literature. Tell us the amount and
form
of consideration received or paid in connection with these renewal
rights transactions, the duration of the renewal rights period,
your
ongoing servicing obligations, the amount of 2003 gain or loss on
a
US GAAP basis, the expected impact on future operating results on
a
US GAAP basis and the nature of contingent obligations or
guarantees.




*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Your letter
should
key your responses to our comments.  Detailed letters greatly
facilitate our review.  Please file your letter on EDGAR under the
form type label CORRESP.

      You may contact Frank Wyman, Staff Accountant, at 202-551-
3660
or Don Abbott, Senior Staff Accountant, at 202-551-3608, if you
have
questions regarding the comments.  In this regard, do not hesitate
to
contact me at (202) 551-3679.

							Sincerely,


							Jim B. Rosenberg
						Senior Assistant Chief Accountant
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Mr. Andrew K. Haste
Royal & Sun Alliance Insurance Group plc
November 28, 2005
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