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                          February 11, 2022

       Bharat B. Masrani
       Chief Executive Officer
       The Toronto-Dominion Bank
       TD Bank Tower
       Toronto-Dominion Centre
       Toronto, Ontario
       Canada M5K 1A2

                                                        Re: The
Toronto-Dominion Bank
                                                            Registration
Statement on Form F-3
                                                            Filed February 4,
2022
                                                            File No. 333-262557

       Dear Mr. Masrani:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.

                                                        Please contact Sonia
Bednarowski at 202-551-3666 with any questions.




                          Sincerely,


                          Division of Corporation Finance

                          Office of Finance