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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
READ INSTRUCTIONS AS AND OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
______________________________________________________________________________
1. Name and address of issuer:
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park
Wellesley Hills, MA 02180
______________________________________________________________________________
2. Name of each series or class of funds for which this notice is filed:
Sun Life of Canada (U.S.) Variable Account D
______________________________________________________________________________
3. Investment Company Act File Number: 811-4398
Securities Act File Number: 2-99958
______________________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
12/31/95
______________________________________________________________________________
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
/ /
______________________________________________________________________________
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
______________________________________________________________________________
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
None
______________________________________________________________________________
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
______________________________________________________________________________
9. Number and aggregate sale price of securities sold during the fiscal
year:
1,941,999 units were sold for an aggregate sale price of $39,600,937
_____________________________________________________________________________
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______________________________________________________________________________
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2.
1,941,999 units were sold for an aggregate sale price of $39,600,937
______________________________________________________________________________
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
______________________________________________________________________________
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during +39,600,937
the fiscal year in reliance on rule 24f-2 ___________________
(from Item 10):
(ii) Aggregate price of shares issued in connection +
with dividend reinvestment plans (from Item 11, ___________________
if applicable):
(iii) Aggregate price of shares redeemed or repurchased -
during the fiscal year (if applicable): ___________________
(iv) Aggregate price of shares redeemed or repurchased +
and previously applied as a reduction to filing ___________________
fees pursuant to rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold and issued =
during the fiscal year in reliance on rule 24f-2 ___________________
line (i), plus line (ii), less line (iii), plus
line (iv) (if applicable):
(vi) Multiplier prescribed by Section 8(b) of the x 1/2900
Securities Act of 1933 or other applicable law or ___________________
regulation (see instruction C.8): 13,655.50
(vii) Fee due (line (i) or line (v) multiplied by ___________________
line (vi)):
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (ii), (iii), (iv), AND (v) ONLY IF
THE FORM IS BEING FILED WITHIN 60 DAYS AFTER THE CLOSE OF THE
ISSUER'S FISCAL YEAR. See Instruction C.3.
_______________________________________________________________________________
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
informal and Other Procedures (17 CFR 202.3a).
/X/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
July 1, 1996
_______________________________________________________________________________
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* s/ Bonnie S. Angus
____________________________________________
Secretary
____________________________________________
Date June 28, 1996
________________________
*Please print the name and title of the signing officer below the signature.
_______________________________________________________________________________
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June 28, 1996
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02181
Gentlemen:
I have acted as counsel for Sun Life Assurance Company of Canada
(U.S.), sponsor of Sun Life of Canada (U.S.) Variable Account D
(the "Account"), in connection with its organization, the
proposed issuance of its securities, and the preparation of the
Registration Statement on Form N-4 (File No. 2-99958) filed by
the Account under the Securities Act of 1933 and the Investment
Company Act of 1940 (the "Registration Statement").
I understand that pursuant to Rule 24f-2 under the Investment
Company Act of 1940, the Account has registered an indefinite
amount of securities under the Securities Act of 1933.
I further understand that the Account intends to file a notice
pursuant to Rule 24f-2 making definite the registration of
securities of the Account in the dollar amount of $39,600,937 sold
in reliance upon said Rule 24f-2 during the fiscal year ended
December 31, 1995.
I have examined the governing instruments of the Account and a
resolution of the Account's governing body authorizing the
issuance of securities of the Account. I have also examined a
certificate of the Treasurer to the effect that the Account
received the cash consideration for such securities in accordance
with the terms of such resolution. In addition, I have made such
examination of law and have examined such other records and
documents as I have deemed appropriate in giving this opinion.
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Sun Life Assurance Company of Canada (U.S.)
June 28, 1996
Page 2
I am of the opinion that all necessary Account action precedent
to the issue of all the authorized but unissued securities of the
Account has been duly taken, and that all such securities were
legally and validly issued, and are fully paid and
non-assessable. I express no opinion as to compliance with the
Securities Act of 1933, the Investment Company Act of 1940 or
applicable state laws regulating the sale of securities in
connection with sales of the securities.
I consent to your filing this opinion with the Securities and
Exchange Commission together with the Rule 24f-2 Notice referred
to above.
Very truly yours,
s/ David D. Horn
David D. Horn, Esq.
Senior Vice President and
General Manager
Sun Life Assurance Company
of Canada (U.S.)
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