Sec Form 4 Filing - McCarthy Sean @ ASSURED GUARANTY LTD - 2011-03-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person McCarthy Sean 2. Issuer Name and Ticker or Trading Symbol ASSURED GUARANTY LTD [ AGO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer* (Last) (First) (Middle) 31 WEST 52ND STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2011 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 03/31/2011 D 87,615.0534 ( 1 ) D $ 0 135,974 D Common Shares 03/31/2011 F 65,286 ( 2 ) D $ 14.9 70,688 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Options $ 12.66 03/31/2011 D 66,667 ( 3 ) ( 4 ) 07/01/2019 Common Stock 66,667 $ 0 73,333 ( 6 ) D Employee Stock Options $ 19.79 03/31/2011 D 26,667 ( 3 ) ( 5 ) 02/24/2020 Common Stock 26,667 $ 0 46,666 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McCarthy Sean 31 WEST 52ND STREET NEW YORK, NY10019 Chief Operating Officer* Signatures By:James Michener, Attorney-in-fact 03/31/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Forfeited restricted share units due to resignation. ( 2 )Common Shares being withheld to pay tax liability on Common Shares being distributed from FSAH 1989 Supplemental Eexecutive Retirement Plan. ( 3 )Forfeiture of unvested options due to resignation. ( 4 )Pursuant to the Assured Guaranty Ltd. 2004 Long Term Incentive Plan (the "Plan"), the options being forfeited are to vest as follows: 33,333 options are scheduled to vest on 7/1/2011 with the remainder scheduled to vest on 7/1/2012. ( 5 )Pursuant to the Plan, the options being forfeited are to vest as follows: 13,333 are scheduled to vest on 2/24/2012 and remainder are scheduled to vest on 2/24/2013. ( 6 )Total included options from other tranches with different exercise prices and expiration dates.

Remarks: *until resignation effective March 31, 2011.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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