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) —February 2, 2006

ASSURED GUARANTY LTD.

(Exact name of registrant as specified in its charter)

Bermuda		001-32141		98-0429991
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

Assured Guaranty Ltd.

30 Woodbourne Avenue

Hamilton HM 08 Bermuda

(Address of principal executive offices)

Registrant’s telephone number, including area code: (441) 296-4004

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)

ý 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))

(Former name or former address, if changed since last report)

Item 8.01 Other Events

Assured Guaranty Ltd. issued a press release on February 2, 2006 announcing that its Board of Directors nominated Donald H. Layton for election as director at the Company’s annual meeting of shareholders on May 5, 2006. A copy of that press release is attached hereto as Exhibit 99.1.

Stockholders should read the proxy statement when it is available because it will contain important information relevant to the election of directors. Investors can get the proxy statement, when it is available, and any other relevant documents, for free at the Securities and Exchange Commission’s web site, www.sec.gov. Investors may also request a copy of the proxy statement, when it is available, at no cost, by writing or telephoning the following address:

Investor Relations
Assured Guaranty Ltd.
30 Woodbourne Avenue
Hamilton HM 08 Bermuda
Telephone: (441) 296-4004

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number		Description

99.1		Press release dated February 2, 2006

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 thereunto duly authorized.

	ASSURED GUARANTY LTD.


	By:
		/S/ JAMES M. MICHENER
		James M. Michener
		General Counsel and Secretary

DATE: February 3, 2006

Exhibit 99.1

	Assured Guaranty Ltd.
	30 Woodbourne Avenue
	Hamilton HM 08 Bermuda
	441-296-4004
	www.assuredguaranty.com

Press Release

Donald H. Layton Nominated to Stand for Election to

Assured Guaranty Ltd. Board of Directors

Hamilton, Bermuda, February 2, 2006 — Assured Guaranty Ltd. (NYSE: AGO) announced today that Donald H. Layton has been nominated to stand for election to the Company’s Board of Directors at Company’s annual shareholder meeting on May 5, 2006. Mr. Layton’s election would increase the Company’s number of directors to ten. Mr. Layton is expected to serve on the Company’s Audit Committee and its Risk Oversight Committee.

Walter Scott, Chairman of Assured Guaranty Ltd., commented, “If elected, Don Layton will be a valuable addition to our Company’s Board of Directors. His experience in the financial services markets would assist Assured Guaranty’s management team in continuing the Company’s development as a leading financial guaranty enterprise.”

Mr. Layton recently retired from J.P. Morgan Chase & Co., having served as Vice Chairman and a member of its three-person Office of the Chairman, the top executive body of the company. At the time of his retirement, he was responsible for approximately half of the firm, including all Chase-branded activities, such as the consumer, small business and middle market businesses, as well as the wholesale operating services business and oversight of all technology activities. Together, these units generated over $18 billion of revenue and were comprised of over 60,000 employees. Mr. Layton began his career in 1975 at Manufacturers Hanover Trust, a predecessor firm to J.P. Morgan Chase & Co.

Mr. Layton is a member of the Federal Reserve Bank of New York’s International Capital Markets Advisory Committee and the Massachusetts Institute of Technology Visiting Committee for Economics. He also serves on the Boards of the Partnership for the Homeless, the International Executive Service Corps and the Foreign Policy Association.

Assured Guaranty Ltd. is a Bermuda-based holding company. Its operating subsidiaries provide credit enhancement products to the U.S. and international public finance, structured finance and mortgage markets. More information can be found at www.assuredguaranty.com.

Contact Information:

Sabra Purtill

Managing Director, Investor Relations and Strategic Planning

212-408-6044

441-278-6665

spurtill@assuredguaranty.com

Christopher McNamee

Assistant Vice President, Investor Relations

212-261-5509

cmcnamee@assuredguaranty.com