**UNITED STATESSECURITIES AND EXCHANGE COMMISSION****Washington,  D.C. 20549**

**FORM 40-F**

 [  ]   Registrationstatement pursuant to Section 12 of the Securities Exchange Act of 1934

or

 [X]   Annual report pursuant toSection 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31,2011

Commission File Number: 001-32405

**NEVSUN RESOURCES LTD.**(Exact name of registrant as specified in its charter)

| **British Columbia**(Province or Other  Jurisdiction of Incorporation or Organization) | **1041**(Primary Standard  Industrial Classification Code) | **Not Applicable**(I.R.S. Employer   Identification No.) |
|----------------------------------------------------------------------------------------|------------------------------------------------------------|----------------------------------------------------------|

**800 – 1075 West Georgia Street,****Vancouver, British Columbia****Canada  V6E 3C9   (604)623-4700**(Address andtelephone number of registrant’s principal executive offices)

**DL Services Inc.****701 Fifth Avenue, Suite 6100****Seattle, Washington 98104****(206) 903-8800** Name, address and telephone number of  agent for service in the United States)

Securities registered or to be registered pursuant toSection 12(b) of the Act:

| Title of  Each Class:            | Name of  Each Exchange On Which Registered: |
|----------------------------------|---------------------------------------------|
| **Common  shares, no par value** | **NYSE  Amex LLC**                          |

Securities registered or to beregistered pursuant to Section 12(g) of the Act:  **None**

Securities for which there is a reportingobligation pursuant to Section 15(d) of the Act:  **None**

For annual reports, indicate by check markthe information filed with this form:

|  [X]  Annual Information Form |  [X]  Audited Annual Financial Statements |
|-----------------------------------------|-----------------------------------------------------|

At December 31, 2011, the Registrant had 200,470,415 outstandingcommon shares with no par value.

Indicate by check mark whether the Registrant by filingthe information contained in this Form is also thereby furnishing theinformation to the Commission pursuant to Rule 12g3-2(b) under the SecuritiesExchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate thefile number assigned to the Registrant in connection with such Rule. [  ]  Yes  82-_______  [X]  No   

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Indicate by check mark whether the Registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the ExchangeAct during the preceding 12 months (or for such shorter period that theRegistrant was required to file such reports) and (2) has been subject to suchfiling requirements for the past 90 days. Yes  [X]   No  [  ] 

Indicate by check mark whether the registrant hassubmitted electronically and posted on its corporate Web site, if any, everyInterac­tive Data File required to be submitted and posted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preced­ing 12 months(or for such shorter period that the Registrant was required to submit and postsuch files). Yes  [  ]   No   [  ]  

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**DOCUMENTS INCORPORATED BY REFERENCE**

The Annual Information Form of NevsunResources Ltd. (the “Registrant”) for the fiscal year ended December 31, 2011 (the“Annual Information Form”) is attached as Exhibit 99.1 and is incorporatedherein by reference.

The audited consolidated financialstatements of the Registrant for the years December 31, 2011 and 2010 (the“Financial Statements”), including the report of the auditors with respectthereto, are attached as Exhibit 99.2 and are incorporated herein by reference. 

The Registrant’s management’s discussionand analysis (“MD&A”) was attached as Exhibit 99.3 to a Form 6-K filed bythe Registrant on March 22, 2012 and is incorporated herein by reference.

**EXPLANATORY NOTE**

The Registrant is a Canadian issuereligible to file its annual report pursuant to Section 13 of the SecuritiesExchange Act of 1934 (the “Exchange Act”) on Form 40-F.  The Registrant isa “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Accordingly, the Registrant’s equity securities are exempt from Sections14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3. 

The Registrant is permitted, under amulti-jurisdictional disclosure system adopted by the United States, to preparethis annual report on Form 40-F in accordance with Canadian disclosurerequirements, which are different from those of the United States.  Inparticular, and without limiting the foregoing, all mineral resource andreserve estimates included in this report have been prepared in accordance withCanadian National Instrument 43-101 and the Canadian Institute of Mining andMetallurgy (“CIM”) Classification System.  These standards differsignificantly from the requirements of the United States Securities andExchange Commission (the “Commission”), and mineral resource and reserveinformation included herein may not be comparable to similar informationconcerning United States companies.

For definitions of the terms mineralreserve, mineral resource, measured mineral resource, indicated mineralresource and inferred mineral resource under CIM standards, and a summary ofthe differences between CIM and U.S. standards, see the sections entitled“Information Concerning Preparation of Resource Estimates” and “Glossary andDefined Terms” beginning on page iii of the Registrant’s Annual InformationForm included in this report. 

**FORWARD LOOKING STATEMENTS**

This report contains forward-looking statements concerninganticipated developments in the Registrant’s continuing operations in Eritrea andin the putative class action lawsuit, the adequacy of the Registrant’sfinancial resources, the potential to expand resources, reserves and mine life,dividend policy, financial projections, including, but not limited to,estimates of capital and operating costs, mining activities, production,grades, processing rates, life of mine, net cash flows, metal prices, exchangerates, reclamation costs, results of the drill program, the conversion ofmineral properties to reserves and resources and other events or conditionsthat may occur in the future.  Forward-looking statements are frequently, butnot always, identified by words such as “expects,” “anticipates,” “believes,”“intends,” “estimates,” “potential,” “possible,” “budget” and similarexpressions, or statements that events, conditions or results “will,” “may,”“could” or “should” occur or be achieved.  Information concerning theinterpretation of drill results and mineral resource and reserve estimates alsomay be deemed to be forward-looking statements, as suchinformation constitutes a prediction of what mineralization might be found tobe present if and when an area is mined. Forward-looking statements arestatements about the future and are inherently uncertain, and actualachievements of the Registrant or other future events or conditions may differmaterially from those reflected in the forward-looking statements due to avariety of risks, uncertainties and other factors, including, withoutlimitation, those described in the Annual Information Form of the Registrantincluded in this report.

The Registrant’s forward-lookingstatements are based on the beliefs, expectations and opinions of management onthe date the statements are made and the Registrant assumes no obligation toupdate such forward-looking statements in the future.  For the reasons setforth above, investors should not place undue reliance on forward-lookingstatements.

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**MANAGEMENT REPORT ON DISCLOSURE CONTROLSAND PROCEDURES**

See MD&A, under the heading“Disclosure Controls and Procedures”.  

**MANAGEMENT REPORT ON INTERNAL CONTROLOVER FINANCIAL REPORTING**

The Registrant’s management isresponsible for establishing and maintaining adequate internal control overfinancial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) underthe Exchange Act. 

The Registrant’s internal control overfinancial reporting includes those policies and procedures that: (1) pertain tothe maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the Registrant’s assets; (2)provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generallyaccepted accounting principles, and that the Registrant’s receipts andexpenditures are being made only in accordance with authorizations of theRegistrant’s  management and directors; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition, use ordisposition of the Registrant’s assets that could have a material effect on thefinancial statements.

With the participation of theRegistrant’s Chief Executive Officer and the Registrant’s Chief FinancialOfficer, management conducted an evaluation of the effectiveness of the Registrant’sinternal control over financial reporting, as of December 31, 2011, based onthe framework set forth in Internal Control-Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission (COSO). Basedon its evaluation under this framework, management concluded that theRegistrant’s internal control over financial reporting was effective as of thatdate.

KPMG LLP, an independent registeredpublic accounting firm, which audited and reported on the Registrant’s consolidatedfinancial statements, has issued an attestation report on the effectiveness ofthe Registrant’s internal control over financial reporting as of December 31,2011.  The attestation report is included with the Financial Statements.

**AUDITOR ATTESTATION**

See “Report of Independent RegisteredPublic Accounting Firm” in the Financial Statements.

**CHANGES IN INTERNAL CONTROL OVERFINANCIAL REPORTING**

See MD&A, under the heading “Changesin Internal Control Over Financial Reporting”.

**AUDIT COMMITTEE AND AUDIT COMMITTEEFINANCIAL EXPERT**

See Annual Information Form, Section 7.4. 

**CODE OF ETHICS**

The Registrant has adopted a code ofethics that applies to its principal executive officer, principal financialofficer and principal accounting officer or persons performing similarfunctions.  A copy of the code of ethics, as revised, is posted on theRegistrant’s Internet website at www.nevsun.com, and is available in print toany person without charge, upon written request to the corporate secretary ofthe Registrant. No substantive amendments have been made to the code ofethics within the past year and no waivers of the code of ethics have beengranted to any principal officer of the Registrant or any person performingsimilar functions.  

**PRINCIPAL ACCOUNTANT FEES AND SERVICES**

See Annual Information Form, Sections 7.4. 

**OFF-BALANCE SHEET ARRANGEMENTS**

See MD&A, under the heading “Commitmentsand Contractual Obligations.”

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**TABULAR DISCLOSURE OF CONTRACTUALOBLIGATIONS**

See MD&A, under the heading “Commitmentsand Contractual Obligations.”

**MINE SAFETY DISCLOSURE**

Not applicable.

**UNDERTAKINGS**

The Registrant undertakes to makeavailable, in person or by telephone, representatives to respond to inquiriesmade by the Commission staff, and to furnish promptly, when requested to do soby the Commission staff, information relating to: the securities registeredpursuant to Form 40-F; the securities in relation to which the obligationto file an annual report on Form 40-F arises; or to transactions in saidsecurities.

**CONSENT TO SERVICE OF PROCESS**

The Registrant has previously filed withthe Commission a written consent to service of process and power of attorney onForm F-X.

**SIGNATURES**

Pursuant to the requirements of theExchange Act, the Registrant certifies that it meets all of the requirementsfor filing on Form 40-F and has duly caused this annual report to be signed onits behalf by the undersigned, thereto duly authorized.

**NEVSUN RESOURCES LTD.**

| By:  | /s/ Cliff T. Davis                            Cliff T. Davis    Chief Executive Officer andDirector |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 Date: March 28, 2012

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**EXHIBIT INDEX**

The following exhibits have been filed aspart of the annual report:

| Exhibit | Description                                                                                                                                                                                                                                |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 99.1    | Annual Information Form of the Registrant for the  year ended December 31, 2011                                                                                                                                                            |
| 99.2    | Audited Annual Financial Statements of the  Registrant for the years ended December 31, 2011 and 2010                                                                                                                                      |
| 99.3    | MD&A of the Registrant for  the years ended December 31, 2011 and 2010 (incorporated by  reference to the Form 6-K of Nevsun Resources Ltd. filed with the Securities  and Exchange Commission on March 22, 2012) (File No. 001-32405) |
| 99.4    | Certification of Chief  Executive Officer as Required by Rule 13a-14(a) under the Exchange Act                                                                                                                                             |
| 99.5    | Certification of Chief  Financial Officer as Required by Rule 13a-14(a) under the Exchange Act                                                                                                                                             |
| 99.6    | Certificate of Chief Executive  Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section  906 of the Sarbanes-Oxley Act of 2002                                                                                          |
| 99.7    | Certificate of Chief Financial  Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section  906 of the Sarbanes-Oxley Act of 2002                                                                                          |
| 99.8    | Consent of KPMG LLP                                                                                                                                                                                                                        |
| 99.9    | Consent of AMEC Americas Limited, David Thomas and  Vikram Khera                                                                                                                                                                           |
| 99.10   | Consent of Jay Melnyk                                                                                                                                                                                                                      |
| 99.11   | Consent of Alexandra Kozak                                                                                                                                                                                                                 |

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