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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): June 29, 2005

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

(Exact name of registrant as specified in its charter)

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Delaware	2-99959, 33-29851, 33-31711, 33-41858, 333-77041, 333-62837, 333-45923, 333-45923, 333-88069, 33-43008, 33-58853, 333-39306, 333-46566, 333-82816, 333-82824, 333-111636 and 333-11699	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 registrantunder 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))

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Item 1.01 Entry into a Material Definitive Agreement

On June 29, 2005, Sun Life Assurance Company of Canada (U.S.) (the "Company") entered into a Terms Agreement (the "Terms Agreement") with its affiliates Sun Life Financial Global Funding, L.P. (the "Issuer"), Sun Life Financial Global Funding, U.L.C. (the "ULC") and Sun Life Financial Global Funding, L.L.C. (the "LLC"), and Citigroup Global Markets, Inc. and Morgan Stanley & Co. Incorporated (each, an "Initial Purchaser" and collectively, the "Initial Purchasers"), in connection with the offer and sale by the Issuer of $300,000,000 of Series 2005-1-2 Floating Rate Notes due 2010 (the "Notes"). The payment obligations of the Issuer under the Notes will be unconditionally guaranteed by the LLC pursuant to a guarantee (the "Secured Guarantee") dated as of June 10, 2005, and the obligations of the LLC under the Secured Guarantee with respect to the Notes will be secured by a funding agreement to be issued by the Company on July 5, 2005. The Terms Agreement incorporates by reference the provisions of a Purchase Agreement dated as of November 11, 2004 (the "Purchase Agreement") by and among the Issuer, the ULC, the LLC, the Company, and the Initial Purchasers. Pursuant to these incorporated provisions, the Company has agreed, among other things, to indemnify each Initial Purchaser against certain securities law liabilities related to the offering of the Notes. This description is qualified by reference to the actual forms of the Terms Agreement and the Purchase Agreement, which are Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.

In connection with the issuance of the Notes, the Issuer will enter into a confirmation under a swap agreement with Citibank, N.A., an affiliate of Citigroup Global Markets, Inc., one of the Initial Purchasers.

Certain of the Initial Purchasers have from time to time performed, and continue to perform, investment banking and other financial advisory services for the Company and its affiliates in the ordinary course of business.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit No.	Description
10.1	Terms Agreement, dated as of June 29, 2005, by and among Sun Life Assurance Company of Canada (U.S.), Sun Life Financial Global Funding, L.P., Sun Life Financial Global Funding, U.L.C., Sun Life Financial Global Funding, L.L.C., Citigroup Global Markets, Inc. and Morgan Stanley & Co. Incorporated
10.2	Purchase Agreement, dated as of November 11, 2004, by and among Sun Life Assurance Company of Canada (U.S.), Sun Life Financial Global Funding, L.P., Sun Life Financial Global Funding, U.L.C., Sun Life Financial Global Funding, L.L.C., Citigroup Global Markets, Inc., Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, Credit Suisse First Boston LLC, J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and RBC Capital Markets Corporation (previously filed as Exhibit 10.2 to the Current Report on Form 8-K of Sun Life Assurance Company of Canada (U.S.) filed June 9, 2005 and incorporated herein by reference)

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: July 6, 2005	By: /s/ Gary Corsi
	Gary Corsi
	Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Terms Agreement, dated as of June 29, 2005, by and among Sun Life Assurance Company of Canada (U.S.), Sun Life Financial Global Funding, L.P., Sun Life Financial Global Funding, U.L.C., Sun Life Financial Global Funding, L.L.C., Citigroup Global Markets, Inc. and Morgan Stanley & Co. Incorporated