March 9, 2020

Bharat Masrani
Group President and Chief Executive Officer
The Toronto-Dominion Bank
P.O. Box 1
Toronto-Dominion Centre
Toronto, Ontario
Canada M5K 1A2

       Re: The Toronto-Dominion Bank
           Form 40-F for the Fiscal Year Ended October 31, 2019
           Filed December 5, 2019
           File No. 001-14446

Dear Mr. Masrani:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments. In some of our comments, we may
ask you to
provide us with information so we may better understand your disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 40-F for the fiscal year ended October 31, 2019

Note 8: Loans, Impaired Loans, and Allowance for Credit Losses
Credit Quality of Loans, page 46

1.    We note your disclosure of "Net remeasurement due to transfers" and
"Changes to risk,
      parameters, and models" in your allowance for loan loss rollforward on
page 49. We also
      note the definitions of these line items provided in footnotes 4 and 8 to
this rollforward.
      Please address the items below. Refer to IFRS 7.35B(b).

           Tell us and revise future filings to give more detail in footnote 8
regarding how you
           define the components of "Changes to risk, parameters, and models"
(e.g., providing
           an example of items that would impact level of risk, such as
increasing or decreasing
           PDs for loans that have not changed Stage classifications). Provide
sufficient detail
 Bharat Masrani
The Toronto-Dominion Bank
March 9, 2020
Page 2
              to clarify the distinction and difference between "Net
remeasurement due to
              transfers" and the risk level changes within the "Changes to
risk, parameters, and
              models."
              Tell us, and disclose in future filings, as appropriate, how
credit risk migration and
              provision "normalization" are reflected in these two lines.
              In future filings, to the extent that an individual component of
"Changes to risk,
              parameters, and models" materially drives this line item,
quantify, disclose, and
              address that driver here and in your MD&A provision for credit
loss trend
              discussions. In addition, for a material change in parameters or
models, include
              disclosure about what necessitated the change.

       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       You may contact Michelle Miller at 202-551-3368 or Cara Lubit at
202-551-5909 with
any questions.



FirstName LastNameBharat Masrani                                Sincerely,
Comapany NameThe Toronto-Dominion Bank
                                                                Division of
Corporation Finance
March 9, 2020 Page 2                                            Office of
Finance
FirstName LastName