Mail Stop 6010
Via Facsimile and U.S. Mail


August 19, 2005

Mr. Donald A. Stewart
Chief Executive Officer
Sun Life Financial, Inc.
150 King Street West, 6th Floor
Toronto, Ontario, Canada M5H 1J9

      Re:      Sun Life Financial, Inc.
       Form 40-F for Fiscal Year Ended December 31, 2004
	            File No. 001-15014

Dear Mr. Stewart:

      We have limited our review of your filing to those issues
addressed in our comments.  In our comments, we ask you to provide
us
with information so 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.

Managements` Discussion and Analysis

Reconciliation of Operating Earnings, page 10

1.         We note your disclosure of "operating earnings," a non-
GAAP measure, which appears to exclude recurring items, such as
provisions for MFS regulatory settlements. These charges have
occurred in prior periods and absent disclosure elsewhere in your
filing may reoccur in future periods. Elimination of these items
from
the most comparable GAAP measure appears to have the effect of
smoothing earnings.  While the acceptability of a non-GAAP
financial
measure that eliminates recurring items from the most comparable
GAAP
measure depends on all facts and circumstances, we do not believe
that a non-GAAP measure that has the effect of smoothing earnings
is
appropriate.

Exclusion of these amounts raises significant concern about
management`s assertions as to the usefulness of these measures for
investors and the appropriateness of its presentation in
accordance
with Item 10 of Regulation S-K.  Please refer to "Frequently Asked
Questions Regarding the Use of Non-GAAP Financial Measures" on our
website at www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm that
we
issued on June 13, 2003.  Please tell us how your disclosure
complies
with Item 10 of Regulation S-K for each non-GAAP financial measure
used within your filing.

Contractual Obligations, page 45

2. We note that you have not included all estimated payments
associated with your actuarial liabilities and other policy
liabilities in the contractual obligations table, and it would
appear
that these liabilities represent future legal obligations of the
Company. Due to the significance of these future legal
obligations,
we believe that inclusion of all reserves in the contractual
obligations table will allow investors to more fully evaluate your
liquidity and capital resources. The purpose of Financial
Reporting
Release 67 is to obtain enhanced disclosure concerning a
registrant`s
contractual payment obligations and the exclusion of ordinary
course
items is inconsistent with the objective of the Item 303(a)(5) of
Regulation S-K.  Please revise your contractual obligations table
to
include all expected payments associated with your insurance
liabilities or explain to us how your disclosure complies with
Item
303(a)(5) of Regulation S-K.
``````
*    *    *    *

      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.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in your letter, a statement from the company acknowledging that:



* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Frank Wyman, Staff Accountant, at 202-551-
3660
or Kevin Woody, Branch Chief, at 202-551-3629, 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. Donald A. Stewart
Sun Life Financial, Inc.
August 19, 2005
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