May 18, 2010
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Attn: | Mr. Jeffrey P. Riedler Ms. Karen Ubell |
| Re: | Sunesis Pharmaceuticals, Inc. Registration Statement on Form S-3 File No. 333-166366 |
Ladies and Gentlemen:
The undersigned registrant hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (the “Filing”) to become effective at 4:00 p.m., Eastern Time, on Thursday, May 20, 2010, or as soon thereafter as is practicable.
In connection with this request, the undersigned registrant hereby acknowledges that:
| • | should the Commission or its 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 its staff, acting pursuant to delegated authority, in declaring the Filing effective, does not relieve the registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Filing; and |
| • | the registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Sincerely,
/S/ DANIEL N. SWISHER, JR.
Daniel N. Swisher, Jr.
Chief Executive Officer and President
| cc: | Eric H. Bjerkholt, Sunesis Pharmaceuticals, Inc. Suzanne S. Hooper, Esq.,CooleyLLP |