Mail Stop 0309

							March 14, 2005


Leon E. Roday, Esq.
Senior Vice President, General Counsel and Secretary
Genworth Financial, Inc.
6620 West Broad Street
Richmond, Virginia  23230

Re:	Genworth Financial, Inc.
	Registration Statement on Form S-1
	File Number 333-123156

Dear Mr. Roday:

      This is to advise you that we had limited our review of the
above referenced registration statement filed on March 7, 2005 to
certain comments we issued verbally to Company`s counsel regarding
the Plan of Distribution section.  Upon reviewing Amendment No. 1
to
the above referenced registration statement on Form S-1 filed on
March 14, 2005, please note that we will not be conducting any
further review of this registration statement.

      All persons who are by statute responsible for the adequacy
and
accuracy of the registration statement are urged to be certain
that
all information required under the Securities Act of 1933 has been
included. You are also reminded to consider applicable
requirements
regarding distribution of the preliminary prospectus.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that they
have provided all information investors require for an informed
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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the 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 the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action as 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 connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      Please contact Song Brandon at (202) 942-2831, Suzanne
Hayes,
Legal Branch Chief at (202) 942-1789 or me at (202) 942-1840 with
any
questions.

							Sincerely,



							Jeffrey P. Riedler
							Assistant Director


cc:	David S. Lefkowitz, Esq.
	Boris Dolgonos, Esq.
	Weil, Gotshal & Manges LLP
	767 Fifth Avenue
	New York, New York  10153


??

??

??

??




1