6620 West Broad Street Richmond, VA 23230 www.genworth.com

May 19, 2011

VIA FedEx and EDGAR

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 First Street, NE

Washington, DC 20549

Form 10-K for the Fiscal Year Ended December 31, 2010

File No. 001-32195

Dear Mr. Rosenberg:

Reference is made to the letter dated May 3, 2011 to Genworth Financial, Inc. (“Genworth” or “we”) setting forth the Staff’s comments on the above-referenced document (the “Comment Letter”). We are submitting this letter in response to the Staff’s Comment Letter. The headings and numbered paragraphs in this letter correspond to the original headings and numbered paragraphs in the Comment Letter. For ease of reference, we have repeated the Staff’s comments before each of our responses.

Form 10-K for the Fiscal Year Ended December 31, 2010

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Investment Portfolio, page 158

Mr. Jim B. Rosenberg

May 19, 2011

Page 2

We analyze our investment portfolio on a security by security basis as part of our ongoing evaluation of our holdings. A component of this ongoing evaluation is an internal credit monitoring process that includes a fundamental evaluation of the credit risk for each security. In this evaluation, we consider published ratings, when available. However, our analysis is not intended to validate nor make any judgments with respect to the validity of any third-party credit ratings but, rather, is intended to serve as the basis for making decisions with respect to the management of our investment portfolio.

In our evaluation of our securities, for financial reporting purposes, we consider current market spreads and ratings published by a Nationally Recognized Statistical Rating Organization (“NRSRO”) in our analysis. Although we consider NRSRO ratings, they are not considered a significant component of our analysis of fair value or other-than-temporary impairments. Even though a security’s rating is considered in our impairment analysis, individual securities are analyzed based upon all available data, including the key factors described in note 2 to our consolidated financial statements included in our Annual Report on Form 10-K related to other-than-temporary impairments.

To ensure sufficient understanding of our ongoing monitoring process as well as how third-party ratings are utilized in our analysis and financial reporting, we will add disclosure in our Management’s Discussion and Analysis for our investment portfolio, beginning in our Quarterly Report on Form 10-Q for the period ending June 30, 2011 as follows:

“We analyze our investment portfolio on a security by security basis as part of our ongoing evaluation of our holdings. A component of this ongoing evaluation is an internal credit monitoring process that includes a fundamental evaluation of the credit risk for each security. In this evaluation, we consider published ratings, when available. However, our analysis is not intended to validate nor make any judgments with respect to the validity of any third-party credit ratings but, rather, is intended to serve as the basis for making decisions with respect to our ongoing management of our investment portfolio. Additionally, in any financial reporting disclosure where ratings are presented or stratified, such as investment grade and below investment grade, we utilize the Nationally Recognized Statistical Rating Organization (“NRSRO”) rating, when available, and do not make any adjustments to third-party ratings in such disclosures.

In our evaluation of our securities, we consider current market spreads and ratings published by a NRSRO in our analysis. For corporate securities, we consider factors such as the financial results and ratios of a company, capital structure, industry, covenants and other available information including updates from rating agencies. For structured securities, we also consider underlying asset performance including default, delinquency, loan-to-value of the collateral, third-party enhancement and current levels of subordination. Although we consider NRSRO ratings, they are not considered a significant component of our analysis of fair value or other-than-temporary impairments.”

Mr. Jim B. Rosenberg

May 19, 2011

Page 3

We held tax-exempt securities with amortized cost of $1,124 million and fair value of $1,030 million as of December 31, 2010. Of these amounts, $736 million and $666 million of amortized cost and fair value, respectively, were special revenue bonds. In addition, as of December 31, 2010, included in our U.S. corporate bonds were $1,103 million and $1,076 million of amortized cost and fair value, respectively, in taxable municipal bonds, of which $685 million and $682 million of amortized cost and fair value, respectively, were special revenue bonds.

As of December 31, 2010, total municipal bond holdings represented less than 4% of our fixed maturity securities with less than 2.5% related to special revenue bonds. We hold a diversified portfolio of municipal bonds across various states, municipalities and political subdivisions as well as across a diversity of special revenue activities. Of the total special revenue bonds, $628 million and $604 million of amortized cost and fair value, respectively, included bonds that were also backed by a third-party financial guarantee in the event that the special revenues are not sufficient to pay the bondholders. In analyzing the credit risk of our municipal bond portfolio, we initially review these bonds on a stand-alone basis assuming no credit from the third-party bond guarantee. There were no instances related to our municipal bond holdings where the credit was not supported on a stand-alone basis. Therefore, the bond guarantee for these securities did not have a significant impact on our evaluation of other-than-temporary impairment for the wrapped bonds as of December 31, 2010.

Mr. Jim B. Rosenberg

May 19, 2011

Page 4

The following table presents our special revenue municipal bond holdings by state as of December 31, 2010:

For additional information regarding our special revenue municipal bond holdings, see Appendix A for the nature of the activities supporting the investments, summarized by our top five municipality and political subdivision holdings, as of December 31, 2010.

Mr. Jim B. Rosenberg

May 19, 2011

Page 5

Given your comment and recent market interest in these holdings, we will modify our disclosures (underline indicates additions, strikeouts represent deletions) to include information related to our municipal bond holdings, beginning in our Quarterly Report on Form 10-Q for the period ending June 30, 2011 as follows:

“As of December 31, 2010, the amortized cost or cost, gross unrealized gains (losses) and fair value of our fixed maturity and equity securities classified as available-for-sale were as follows:

See also our response to comment three below for additional proposed disclosures related to unrealized losses of our municipal bond holdings.

Mr. Jim B. Rosenberg

May 19, 2011

Page 6

Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

4. Investments

As part of our Annual Report on Form 10-K, we revised the tables included in our underwater disclosure in an attempt to clarify our investments in an unrealized loss position. Based on your comment, we have performed additional analysis of our disclosures and are enhancing our tables and narrative to better explain our unrealized losses.

Mr. Jim B. Rosenberg

May 19, 2011

Page 7

We will modify our disclosures related to investments in an unrealized loss position and clarify why we concluded that an other-than-temporary impairment was not required for investments in an unrealized loss position for more than 12 months and were 20% or more below cost, beginning in our Quarterly Report on Form 10-Q for the period ending June 30, 2011 as follows:

“The following table presents the gross unrealized losses and fair values of our investment securities, aggregated by investment type and length of time that individual investment securities have been in a continuous unrealized loss position, as of December 31, 2010:

Mr. Jim B. Rosenberg

May 19, 2011

Page 8

As indicated in the table above, the majority of the securities in a continuous unrealized loss position for less than 12 months were investment grade and less than 20% below cost. These unrealized losses were primarily attributable to credit spreads that have widened since acquisition for corporate securities across various industry sectors including finance and insurance as well as utilities and energy. For securities that have been in a continuous unrealized loss for less than 12 months, the average fair value percentage below cost was approximately 3% as of December 31, 2010.

Fixed Maturity Securities In A Continuous Unrealized Loss Position For 12 Months Or More

Of the $418 million of unrealized losses on fixed maturity securities in a continuous unrealized loss for 12 months or more that were less than 20% below cost, the weighted-average rating was “BBB+” and approximately 79% were investment grade as of December 31, 2010. These unrealized losses were attributable to the widening of credit spreads for these securities since acquisition, primarily associated with corporate securities in the finance and insurance sector as well as mortgaged-back and asset-backed securities. The average fair value percentage below cost for these securities was approximately 8% as of December 31, 2010. See below for additional discussion related to fixed maturity securities that have been in a continuous loss position for 12 months or more with a fair value that was more than 20% below cost.

Mr. Jim B. Rosenberg

May 19, 2011

Page 9

The following tables present the concentration of gross unrealized losses and fair values of fixed maturity securities that were more than 20% below cost and in a continuous loss position for 12 months or more by asset class as of December 31, 2010:

For all securities in an unrealized loss position, we expect to recover the amortized cost based on our estimate of cash flows to be collected. We do not intend to sell and it is not more likely than not that we will be required to sell these securities prior to recovering our amortized cost. See below for further discussion of gross unrealized losses by asset class.

Mr. Jim B. Rosenberg

May 19, 2011

Page 10

Tax-Exempt Securities

As indicated in the table above, $97 million of gross unrealized losses were related to tax-exempt securities that have been in a continuous unrealized loss position for more than 12 months and were greater than 20% below cost. The unrealized losses for tax-exempt securities represent municipal bonds that were diversified by state as well as by municipality or political subdivision within those states. Of these tax-exempt securities, the average unrealized loss was approximately $1 million which represented an average of 31% below cost. The unrealized losses primarily related to widening of credit spreads on these securities since acquisition as a result of higher risk premiums being attributed to these securities from uncertainty in many political subdivisions related to special revenues supporting these obligations as well as certain securities having longer duration that may be viewed as less desirable in the current market place. Additionally, the fair value of certain of these securities has been negatively impacted as a result of having certain bond insurers associated with the security. In our analysis of impairment for these securities, we expect to recover our amortized cost from the cash flows of the underlying securities before any guarantee support. However, the existence of these guarantees may negatively impact the value of the debt security in certain instances. We performed an analysis of these securities and the underlying activities that are expected to support the cash flows and determined we expect to recover our amortized cost.

Corporate Debt Securities

The following tables present the concentration of gross unrealized losses and fair values related to corporate debt fixed maturity securities that were more than 20% below cost and in a continuous loss position for 12 months or more by industry as of December 31, 2010:

Mr. Jim B. Rosenberg

May 19, 2011

Page 11

Of the total unrealized losses of $186 million for corporate fixed maturity securities presented in the preceding table, $138 million, or 74%, of the unrealized losses related to issuers in the finance and insurance sector that were 27% below cost on average. Given the current market conditions, including current financial industry events and uncertainty around global economic conditions, the fair value of these debt securities has declined due to credit spreads that have widened since acquisition. In our examination of these securities, we considered all available evidence, including the issuers’ financial condition and current industry events to develop our conclusion on the amount and timing of the cash flows expected to be collected. Based on this evaluation, we determined that the unrealized losses on these debt securities represented temporary impairments as of December 31, 2010. Of the $138 million of unrealized losses related to the finance and insurance industry, $107 million related to financial hybrid securities on which a debt impairment model was employed. Most of our hybrid securities retained a credit rating of investment grade. The fair value of these hybrid securities has been impacted by credit spreads that have widened since acquisition and reflect uncertainty surrounding the extent and duration of government involvement, potential capital restructuring of these institutions, and continued but diminishing risk that income payments may be deferred. We continue to receive our contractual payments and expect to fully recover our amortized cost.

As presented in the table above, we also had one security related to the transportation industry that had a total unrealized loss of $26 million that was 65% below cost as of December 31, 2010. The issuer of this security has diverse holdings in long-term franchises on toll roads, bridges and tunnels in economically important regions. Our security holding represented a senior interest that benefits from structural enhancements that protect our rights to the issuer’s cash flows. In our evaluation of the issuer, we believed there were sufficient assets and cash flows for the issuer to continue to make their contractual payments and that resulted in our conclusion that we will recover the amortized cost despite the fair value of these securities being greater than 50% below cost.

We expect that our investments in corporate securities will continue to perform in accordance with our expectations about the amount and timing of estimated cash flows. Although we do not anticipate such events, it is at least reasonably possible that issuers of our investments in corporate securities will perform worse than current expectations. Such events may lead us to recognize write-downs within our portfolio of corporate securities in the future.

Mr. Jim B. Rosenberg

May 19, 2011

Page 12

Structured Securities

Of the $732 million of unrealized losses related to structured securities that have been in an unrealized loss position for 12 months or more and were more than 20% below cost, $196 million related to other-than-temporarily-impaired securities where the unrealized losses represented the non-credit portion of the impairment. Given ongoing concern and uncertainty about the residential and commercial real estate market and unemployment, the fair value of these structured securities has declined due to credit spreads that have widened since acquisition. Additionally, the fair value of certain structured securities has been significantly impacted from high risk premiums being incorporated into the valuation as a result of the amount of potential losses that may be absorbed by the security in the event of additional deterioration in the housing market. We examined the performance of the underlying collateral, which included an evaluation of the default and delinquency rates, severity of losses incurred to date, loan to collateral value ratios, current levels of subordination, vintage and underlying characteristics of the assets. We used this information along with third-party sources, when available, to develop our best estimate of cash flows expected to be collected by projecting future defaults and losses for the assets supporting our securities to determine the present value of expected cash flows. Based on this evaluation, the present value of expected cash flows was greater than or equal to the amortized cost of these securities. Accordingly, we determined that the unrealized losses on our mortgage-backed and asset-backed securities represented temporary impairments as of December 31, 2010.

Despite the considerable analysis and rigor employed on our structured securities, it is at least reasonably possible that the underlying collateral of these investments will perform worse than current market expectations. Such events may lead to adverse changes in cash flows on our holdings of mortgage-backed and asset-backed securities and future write-downs within our portfolio of mortgage-backed and asset-backed securities.”

(e) Commercial Mortgage Loans, page 217

Mr. Jim B. Rosenberg

May 19, 2011

Page 13

When we evaluate commercial mortgage loans, including originations, modifications and extensions, collateral plays an integral part of the evaluation, as well as location, property condition, tenancy and other factors directly related to the borrower. We consider our loans to be collateral dependent, and as such, we utilize the fair value of the underlying collateral when determining impairment on a specific loan.

As of December 31, 2010, our commercial mortgage loan portfolio with a carrying value of $6.7 billion contained $99 million, or approximately 1%, of loans that were modified or extended. The following table presents additional information on loans that were modified or extended during 2010:

Loans that were extended at new terms fit broadly into one of two categories: (1) two borrowers entering an adjustment period in their floating rate loan terms and (2) two borrowers requested re-amortization (extension of maturity at a current market rate) of their loans. With respect to the re-amortization requests, both borrowers provided us with a partial principal prepayment with the remaining principal being modified at an interest rate that was at or near current market rates for loans with similar risk.

The new terms and rates on these four loans were considered to be at or near current market rates (weighted-average coupon on these loans increased from 5.79% to 6.34%) and the present value of the cash flows on the modified loans exceeded the present value of the expected cash flows from the original loan. As the new terms and rates were not considered concessions and the borrower was not in financial difficulty, none of these modifications was considered to be troubled debt restructurings.

Mr. Jim B. Rosenberg

May 19, 2011

Page 14

For loans that were extended at or near maturity, none of the principal on these loans was forgiven. The weighted-average coupon increased from 3.80% to 5.77% and the average extension length was seven years. We evaluated these loans to determine whether the modification would be considered a troubled debt restructuring. More specifically, we considered the borrower’s financial situation, estimated property value and the current market rates for similar loans compared to the rate of the restructured loan. As all eight loans were modified to rates at or near current market rates and the borrowers did not appear to be experiencing any financial difficulties at the time of the extension grants, we did not consider these to be troubled debt restructurings. Additionally, all eight loans had loan-to-value of less than 80% and debt service coverage ratios of greater than 1.00.

With respect to guarantees, none of the thirteen loans that were extended or modified had guarantees other than the standard non-recourse guarantee. For our remaining commercial mortgage loans, less than 10% of our commercial mortgage loans had guarantees and none of these guarantees had a significant impact on our assessment of impairment or allowance for loan loss.

We have only sought performance under a guarantee once in the past two years. In that instance, the loan was fully guaranteed. There was a deficiency remaining after foreclosure in which we pursued the guarantor.

As guarantees are not a significant input in our assessment of impairment or ultimate collection for our commercial mortgage loans, we do not believe additional disclosure is necessary.

To ensure a better understanding of modifications and extensions related to our commercial mortgage loan portfolio, we will modify our disclosures to state the amount of commercial mortgage loans that were modified or extended and if they were considered troubled debt restructurings, beginning in our Quarterly Report on Form 10-Q for the period ending June 30, 2011 as follows:

“During 2010, we modified or extended 13 commercial mortgage loans with a total carrying value of approximately $100 million. All of these modifications or extensions were based on current market interest rates, did not result in any forgiveness in the outstanding principal amount owed by the borrower and were not considered troubled debt restructurings.”

Mr. Jim B. Rosenberg

May 19, 2011

Page 15

In our commercial mortgage loan portfolio, 60 loans comprised the $292 million with loan-to-value greater than 100%, including five loans that were previously impaired. As indicated in our disclosure in note 4 to our consolidated financial statements included in our Annual Report on Form 10-K, we evaluate a borrower’s ability to continue to make future scheduled payments, including consideration of a borrower’s debt service coverage ratio and other factors such as current payment status, the borrower’s liquidity and access to other resources.

The following table presents loans with loan-to-value greater than 100% as of December 31, 2010:

The loans in good standing, despite their high loan-to-values, were with borrowers who continue to make timely payments and have had no history of delinquencies or distress.

As discussed in note 2 to our consolidated financial statements included in our Annual Report on Form 10-K, for loans that are not individually impaired, we evaluate these loans collectively and establish an allowance for loan loss. Our process for determining the adequacy of the allowance utilizes an analytical model based on historical loss experience adjusted for current events, trends and economic conditions that would result in a loss on these loans over the next 12 months. Key inputs into our evaluation include debt service coverage ratio, loan-to-value, property type, occupancy levels, geographic region and probability weighting of the scenarios generated by the model. As of December 31, 2010, our allowance for loan loss was approximately $59 million, which we deemed adequate to absorb estimated probable incurred losses on our commercial mortgage loans.

The five impaired loans had an outstanding principal balance of $33 million and impairments totaling $8 million. These loans are regularly monitored and evaluated quarterly for further write-down.

Mr. Jim B. Rosenberg

May 19, 2011

Page 16

We will modify our disclosures (underline indicates additions, strikeouts represent deletions) to denote impaired loans and loans in good standing for loans with loan-to-value greater than 100% beginning in our Quarterly Report on Form 10-Q for the period ending June 30, 2011 as follows:

“The following table sets forth the average loan-to-value of commercial mortgage loans by property type as of December 31, 2010: