UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.)*

Sunshine Financial Inc.

(Name of issuer)

Common Stock

(Title of class of securities)

86782T109

 (CUSIP number)

December 31, 2011

(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

þ  Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G

CUSIP No. 86782T109 Page 2 of 8 Pages

1.	Name of Reporting Person     Sandler O'Neill Asset Management, LLC
2.	Check the Appropriate Box if a Member of a Group*	(a)  ¨ (b)  ¨
3.	SEC Use Only
4.	Citizen or Place of Organization     New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.    Sole Voting Power   6.    Shared Voting Power            99,800   7.    Sole Dispositive Power   8.    Shared Dispositive Power             99,800

9.	Aggregate Amount Beneficially Owned by Each Reporting Person     99,800
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*	¨
11.	Percent of Class Represented by Amount in Row (9)     8.08%
12.	Type of Reporting Person*     00

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G

CUSIP No. 86782T109 Page 3 of 8 Pages

1.	Name of Reporting Person     SOAM Holdings, LLC
2.	Check the Appropriate Box if a Member of a Group*	(a)  ¨ (b)  ¨
3.	SEC Use Only
4.	Citizen or Place of Organization     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.    Sole Voting Power   6.    Shared Voting Power             85,000   7.    Sole Dispositive Power [Missing Graphic Reference]   8.    Shared Dispositive Power             85,000

9.	Aggregate Amount Beneficially Owned by Each Reporting Person     85,000
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*	¨
11.	Percent of Class Represented by Amount in Row (9)     6.89%
12.	Type of Reporting Person*     00

*SEE INSTRUCTIONS BEFORE FILLING OUT!

[Missing Graphic Reference]

SCHEDULE 13G

CUSIP No.86782T109 Page 4 of 8 Pages

1.	Name of Reporting Person Terry Maltese
2.	Check the Appropriate Box if a Member of a Group*	(a)  ¨ (b)  ¨
3.	SEC Use Only
4.	Citizen or Place of Organization USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.    Sole Voting Power               10,000   6.    Shared Voting Power     99,800   7.    Sole Dispositive Power 10,000  8.    Shared Dispositive Power  99,800

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 109,800
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*	¨
11.	Percent of Class Represented by Amount in Row (9) 8.89%
12.	Type of Reporting Person* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G

CUSIP No.86782T109 Page 5 of 8 Pages

Item 1(a).     Name of Issuer:

 Sunshine Financial Inc.

Item 1(b).     Address of Issuer's Principal Executive Offices:

                              1400 East Park Avenue, Tallahassee, Florida 32301

Item 2(a).     Name of Person Filing:

This statement is being filed by (i) Sandler O'Neill Asset Management LLC, a New York limited liability company ("SOAM") (ii) SOAM Holdings, LLC, a Delaware limited liability company ("Holdings"), and (iii) Terry Maltese, Managing Member of SOAM, with respect to shares of Common Stock that each of the foregoing may be deemed to have a beneficial ownership. The foregoing persons are hereinafter sometimes referred to collectively as the "Reporting Persons".

Item 2(b).     Address of Principal Business Office:

The address of the principal offices of each of Holdings and SOAM and the business address of Mr. Maltese is Sandler O'Neill Asset Management LLC, 150 East 52nd Street, 30th Floor, New York, New York 10022.

Item 2(c).     Citizenship:

Mr. Maltese is a U.S. Citizen.

Item 2(d).     Title of Class of Securities:

                             Common Stock

Item 2(e).     CUSIP Number:

86782T109

Item 3.If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)	[ ]	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b)	[ ]	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	[ ]	Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	[ ]	Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)	[X]	An investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E);
(f)	[ ]	An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F);
(g)	[X]	A parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G);
(h)	[ ]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	[ ]	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	[ ]	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(J).

SCHEDULE 13G

CUSIP No.86782T109 Page 6 of 8 Pages

Item 4.   Ownership.

 (a) and (b)  Based upon an aggregate of 1,234,454 shares of Common Stock outstanding, as determined by the Issuer's most recently available public information, as of the close of business on November 10, 2011:

(i)	Holdings owned directly no shares of Common Stock. By reason of its position as general partner of certain partnerships, Holdings may be deemed to beneficially own the 85,000 shares of Common Stock which are held by such partnerships, constituting approximately 6.89% of the shares outstanding
(ii)	SOAM owned directly no shares of Common Stock. By reason of its position as investment advisor, SOAM may be deemed to beneficially own the 99,800 shares of Common Stock which are held of record by clients of SOAM, constituting approximately 8.08% of the shares outstanding.
(iii)	Mr. Maltese directly owned 10,000 shares of Common Stock. By reason of his position as Managing Member of SOAM, Mr. Maltese may also be deemed to beneficially own 99,800 shares of Common Stock, constituting, in the aggregate, approximately 8.89% of the shares outstanding.

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

MR. MALTESE:    10,000

(ii) Shared power to vote or to direct the vote:

HOLDINGS:           85,000                  SOAM:     99,800                                  MR. MALTESE:  99,800

(iii) Sole power to dispose or to direct the disposition of:

MR. MALTESE:    10,000

(iv) Shared power to dispose or to direct the disposition of:

HOLDINGS:           85,000                  SOAM:     99,800                                  MR. MALTESE:  99,800

Each of the Reporting Persons hereby disclaims any beneficial ownership of any Shares in excess of their actual beneficial ownership thereof.

Item 5.   Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ].

Item 6.    Ownership of More than Five Percent on Behalf of Another Person.

These shares are held in accounts managed by SOAM, none of which beneficially own more than five percent of the class.

SCHEDULE 13G

CUSIP No.86782T109 Page 7 of 8 Pages

Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.    Identification and Classification of Members of the Group.

Not applicable.

Item 9.    Notice of Dissolution of Group.

Not applicable.

Item 10.  Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits:  [Exhibit I:  Joint Acquisition Statement, dated as of February 14, 2012.]

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2012

Sandler O'Neill Asset Management, LLC		Terry Maltese
By:	/s/ Terry Maltese	By:	/s/ Terry Maltese
	Terry Maltese Managing Member		Terry Maltese
SOAM Holdings, LLC
By:	/s/ Terry Maltese
	Terry Maltese Managing Member

EXHIBIT 1

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

          The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated:  February 14, 2012

Sandler O'Neill Asset Management, LLC		Terry Maltese
By:	/s/ Terry Maltese	By:	/s/ Terry Maltese
	Terry Maltese Managing Member		Terry Maltese
SOAM Holdings, LLC
By:	/s/ Terry Maltese
	Terry Maltese Managing Member

SK 27061 0001 1264327

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