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                                                                    Exhibit 4.8
[LETTERHEAD]

December 12, 2002

Alberta Securities Commission
British Columbia Securities Commission
The Manitoba Securities Commission
Ontario Securities Commission
Saskatchewan Securities Commission
Commission des valeurs mobilieres du Quebec
Nova Scotia Securities Commission
Administrator of the Securities Act,
  New Brunswick
Registrar of Securities, Prince Edward Island
Securities Commission of Newfoundland and Labrador
Registrar under the Securities Act, Northwest
Territories Registrar under the Securities Act, Yukon
Government of Nunavut - Nunavut Legal Registries - Registrar of Securities

Dear Sirs/Mesdames:

RE:  THE TORONTO-DOMINION BANK

We are the auditors of The Toronto-Dominion Bank (the "Bank") and under date
of November 27, 2002 we reported on the following consolidated financial
statements of the Bank incorporated by reference in the short form base shelf
prospectus of the Bank dated December 12, 2002 (the "Prospectus") relating to
the sale and issue from time to time of Debt Securties, Common Shares, and
Class A First Preferred Shares (collectively the "Securities") in an
aggregate principal amount of up to $4,000,000,000 (or the equivalent thereof
in other currencies):

         Consolidated balance sheets as at October 31, 2002 and 2001;

         Consolidated statements of income, changes in shareholders' equity and
         cash flows for each of the years in the three-year period ended October
         31, 2002.

The Prospectus also incorporates by reference the following unaudited interim
consolidated financial statements of the Bank (the "Unaudited Interim
Consolidated Financial Statements"):

       Consolidated balance sheet as at July 31, 2002;

       Consolidated statements of operations and cash flows for the three and
       nine month periods ended July 31, 2002 with comparative figures for the
       three and nine month periods ended July 31, 2001; and

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       Consolidated statement of changes in shareholders' equity for the nine
       month period ended July 31, 2002 with comparative figures for the nine
       month period ended July 31, 2001.

We have not audited any financial statements of the Bank as at any date or
for any period subsequent to October 31, 2002. Although we have performed an
audit for the year ended October 31, 2002, the purpose and therefore the
scope of the audit was to enable us to express our opinion on the
consolidated financial statements as at October 31, 2002, and for the year
then ended, but not on the consolidated financial statements for any interim
period within that year. Therefore, we are unable to and do not express an
opinion on the above-mentioned Unaudited Interim Consolidated Financial
Statements, or on the financial position, results of operations or cash flows
of the Bank as at any date or for any period subsequent to October 31, 2002.

We have, however, performed a review of the Unaudited Interim Consolidated
Financial Statements of the Bank as at July 31, 2002 and for the three and
nine month periods ended July 31, 2002 and 2001. We performed our reviews in
accordance with Canadian generally accepted standards for a review of interim
financial statements by an entity's auditor. Such an interim review consists
principally of applying analytical procedures to financial data, and making
enquiries of, and having discussions with, persons responsible for financial
and accounting matters. An interim review is substantially less in scope than
an audit, whose objective is the expression of an opinion regarding the
financial statements. An interim review does not provide assurance that we
would become aware of any or all significant matters that might be identified
in an audit.

Based on our review, we are not aware of any material modification that needs
to be made for these Unaudited Interim Consolidated Financial Statements to
be in accordance with Canadian generally accepted accounting principles,
including the accounting requirements of the Superintendent of Financial
Institutions Canada.

This letter is provided solely for the purpose of assisting the securities
regulatory authorities to which it is addressed in discharging their
responsibilities and should not be used for any other purpose. Any use that a
third party makes of this letter, or any reliance or decisions made based on
it, are the responsibility of such third parties. We accept no responsibility
for loss or damages, if any, suffered by any third party as a result of
decisions made or actions taken based on this letter.


Yours faithfully,

Ernst & Young LLP               PricewaterhouseCoopers LLP