UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 2026, 2012

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Sun Life Assurance Company of Canada (U.S.)

(Exact Name of Registrant as Specified in Charter)

____________________

Delaware		2-99959, 33-29851, 33-31711, 33-41858, 33-43008, 33-58853, 333-01783, 333-11699, 333-77041, 333-62837, 333-45923, 333-88069, 333-39306,333-46566, 333-82816, 333-82824, 333-111636, 333-130699, 333-130703, 333-130704, 333-133684, 333-133685, 333-133686, 333-144903-01, 333-144908-01, 333-144911-01, 333-144912-01, 333-155716, 333-155726, 333-155791, 333-155792, 333-155793, 333-155797, 333-156303, 333-156304, 333-156308, 333-160605, 333-160606, 333-160607, 333-169558-01 333-169559-01, 333-169560-01 and 333-169561-01		04-2461439
(State or Other Jurisdiction of Incorporation)		(Commission File Numbers)		(I.R.S. Employer Identification No.)

One Sun Life Executive Park, Wellesley Hills, Massachusetts		02481
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 237-6030

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On January 2026, 2012, ~~Fitch~~Moody’s ~~Ratings~~Investors Service announced it had downgraded the insurance financial strength ~~ratings~~rating of the ~~U.S.~~Company ~~life~~to ~~insurance~~A3 ~~subsidiaries of Sun Life Financial Inc. (“SLF”)~~ from ~~AA-~~Aa3 ~~(Very High Credit Quality) to A- (High Credit Quality)~~ with a negative outlook. ~~The Company and its subsidiary, Sun Life Insurance and Annuity Company of New York, are wholly-owned indirect subsidiaries of SLF.~~ Financial strength ratings represent the opinions of rating agencies regarding the financial ability of an insurance company to meet its obligations under insurance policies. A material downgrade in the Company’s financial strength ratings may have an adverse effect on its financial condition and results of operations through higher levels of surrenders and withdrawals and higher reinsurance costs.

For additional information concerning the Company's risk factors, including Financial Strength and Credit Ratings Risk, please refer to Part I, Item IA, Risk Factors, in the Company's annual report on Form 10-K for the year ended December 31, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.

	Sun Life Assurance Company of Canada (U.S.)
	(Registrant)
Date: January 25, 2012	By: /s/ Larry R. Madge
Date: January 30, 2012	By: /s/ Larry R. Madge
	Larry R. Madge
	Senior Vice President and Chief Financial Officer

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