SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


                                    FORM 10-Q

(Mark  One)
/X/   QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15 (d) OF THE SECURITIES
      EXCHANGE  ACT  OF  1934

                                       OR

/  /  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d) OF THE SECURITIES
      EXCHANGE  ACT  OF  1934

                For the quarterly period ended September 30, 1999


                          Commission File No. 33-47472


                     ANCHOR NATIONAL LIFE INSURANCE COMPANY


      Incorporated  in  Arizona                              86-0198983
                                                           IRS  Employer
                                                         Identification  No.

             1 SunAmerica Center, Los Angeles, California 90067-6022
       Registrant's telephone number, including area code:  (310) 772-6000


     INDICATE  BY  CHECK  MARK  WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED  TO  BE FILED BY SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934  DURING  THE  PRECEDING  12  MONTHS  (OR  FOR  SUCH SHORTER PERIOD THAT THE
REGISTRANT  WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING  REQUIREMENTS  FOR  THE  PAST  90  DAYS  Yes  X  No  ___
                                                    --

     THE  NUMBER  OF  SHARES  OUTSTANDING  OF  THE  REGISTRANT'S COMMON STOCK ON
NOVEMBER  15,  1999  WAS  AS  FOLLOWS:

Common  Stock  (par  value  $1,000 per share)           3,511 shares outstanding





















<PAGE>
<TABLE>
<CAPTION>

                     ANCHOR NATIONAL LIFE INSURANCE COMPANY

                                      INDEX



                                                                  Page
                                                                Number(s)
                                                                ---------
<S>                                                             <C>
Part I - Financial Information

      Consolidated Balance Sheet (Unaudited) -
      September 30, 1999 and December 31, 1998 . . . . . . . .        3-4

      Consolidated Statement of Income and Comprehensive
      Income (Unaudited) - Three Months and Nine Months Ended
      September 30, 1999 and 1998. . . . . . . . . . . . . . .          5

      Consolidated Statement of Cash Flows (Unaudited) -
      Nine Months Ended September 30, 1999 and 1998. . . . . .        6-7

      Notes to Consolidated Financial Statements (Unaudited) .       8-12

      Management's Discussion and Analysis of Financial
      Condition and Results of Operations. . . . . . . . . . .      13-29

      Quantitative and Qualitative Disclosures About
      Market Risk. . . . . . . . . . . . . . . . . . . . . . .         30

Part II - Other Information. . . . . . . . . . . . . . . . . .         31
































</TABLE>





















<PAGE>
<TABLE>
<CAPTION>

                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)


                                                  September 30,    December 31,
                                                          1999             1998
                                               ---------------  ---------------
<S>                                            <C>              <C>
ASSETS

Investments:
  Cash and short-term investments . . . . . .  $   261,049,000  $ 3,303,454,000
  Bonds, notes and redeemable
    preferred stocks available for sale,
    at fair value (amortized cost:
    September 1999, $4,901,552,000;
    December 1998, $4,252,740,000). . . . . .    4,724,111,000    4,248,840,000
  Mortgage loans. . . . . . . . . . . . . . .      689,145,000      388,780,000
  Policy loans. . . . . . . . . . . . . . . .      264,880,000      320,688,000
  Common stocks available for sale, at fair
    value (cost: September 1999, $1,369,000;
    December 1998, $1,409,000). . . . . . . .        2,542,000        1,419,000
  Partnerships. . . . . . . . . . . . . . . .       57,489,000        4,577,000
  Real estate . . . . . . . . . . . . . . . .       24,000,000       24,000,000
  Other invested assets . . . . . . . . . . .      118,740,000       15,185,000
                                               ---------------  ---------------

  Total investments . . . . . . . . . . . . .    6,141,956,000    8,306,943,000

Variable annuity assets held in separate
  accounts. . . . . . . . . . . . . . . . . .   16,453,086,000   13,767,213,000
Accrued investment income . . . . . . . . . .       75,590,000       73,441,000
Deferred acquisition costs. . . . . . . . . .      901,307,000      866,053,000
Receivable from brokers for sales of
  securities. . . . . . . . . . . . . . . . .       20,293,000       22,826,000
Other assets. . . . . . . . . . . . . . . . .       98,887,000      109,857,000
Deferred income taxes                               45,639,000              ---
                                               ---------------  ---------------


TOTAL ASSETS. . . . . . . . . . . . . . . . .  $23,736,758,000  $23,146,333,000
                                               ===============  ===============




































See accompanying notes
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>

                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
                     CONSOLIDATED BALANCE SHEET (Continued)
                                   (Unaudited)


                                                September 30,      December 31,
                                                         1999              1998
                                             ----------------  ----------------
<S>                                          <C>               <C>
LIABILITIES AND SHAREHOLDER'S EQUITY

Reserves, payables and accrued liabilities:
  Reserves for fixed annuity contracts. . .  $ 3,795,972,000   $ 5,453,476,000
  Reserves for universal life insurance
    contracts . . . . . . . . . . . . . . .    2,018,913,000     2,339,199,000
  Reserves for guaranteed investment
    contracts . . . . . . . . . . . . . . .      305,280,000       353,137,000
  Payable to brokers for purchases of
    securities                                     6,946,000               ---
  Income taxes currently payable. . . . . .        9,817,000        11,123,000
  Other liabilities . . . . . . . . . . . .      274,052,000       160,020,000
                                             ----------------  ----------------

  Total reserves, payables
    and accrued liabilities . . . . . . . .    6,410,980,000     8,316,955,000
                                             ----------------  ----------------

Variable annuity liabilities related to
  separate accounts . . . . . . . . . . . .   16,453,086,000    13,767,213,000
                                             ----------------  ----------------

Subordinated notes payable to affiliates. .       38,128,000       209,367,000
                                             ----------------  ----------------

Deferred income taxes                                    ---       105,772,000
                                             ----------------  ----------------

Shareholder's equity:
  Common Stock. . . . . . . . . . . . . . .        3,511,000         3,511,000
  Additional paid-in capital. . . . . . . .      432,860,000       378,674,000
  Retained earnings . . . . . . . . . . . .      494,763,000       366,460,000
  Accumulated other comprehensive loss. . .      (96,570,000)       (1,619,000)
                                             ----------------  ----------------

  Total shareholder's equity. . . . . . . .      834,564,000       747,026,000
                                             ----------------  ----------------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY.  $23,736,758,000   $23,146,333,000
                                             ================  ================





























See accompanying notes
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>

                             ANCHOR NATIONAL LIFE INSURANCE COMPANY
                    CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
             For the three months and nine months ended September 30, 1999 and 1998
                                           (Unaudited)

                                             Three  Months                 Nine  Months
                                    ---------------------------   -----------------------------
                                            1999           1998            1999            1998
                                    ------------   ------------   -------------   -------------
<S>                                 <C>            <C>            <C>             <C>
Investment income. . . . . . . . .  $110,831,000   $ 58,448,000   $ 384,723,000   $ 160,819,000
                                    -------------  -------------  --------------  --------------

Interest expense on:
  Fixed annuity contracts. . . . .   (47,275,000)   (29,801,000)   (180,893,000)    (84,874,000)
  Universal life insurance
    contracts                        (24,929,000)           ---     (85,118,000)            ---
  Guaranteed investment contracts.    (4,748,000)    (4,201,000)    (14,514,000)    (13,237,000)
  Senior indebtedness. . . . . . .        (1,000)      (916,000)       (199,000)     (1,305,000)
  Subordinated notes payable to
    affiliates . . . . . . . . . .      (894,000)      (789,000)     (2,663,000)     (2,305,000)
                                    -------------  -------------  --------------  --------------

  Total interest expense . . . . .   (77,847,000)   (35,707,000)   (283,387,000)   (101,721,000)
                                    -------------  -------------  --------------  --------------

NET INVESTMENT INCOME. . . . . . .    32,984,000     22,741,000     101,336,000      59,098,000
                                    -------------  -------------  --------------  --------------

NET REALIZED INVESTMENT
  LOSSES . . . . . . . . . . . . .   (10,628,000)    (5,132,000)    (17,432,000)       (161,000)
                                    -------------  -------------  --------------  --------------

Fee income:
  Variable annuity fees. . . . . .    79,366,000     55,355,000     220,630,000     156,503,000
  Net retained commissions . . . .    12,501,000     12,796,000      38,693,000      38,100,000
  Asset management fees. . . . . .    10,891,000      7,839,000      30,555,000      22,689,000
  Universal life insurance fees        4,234,000            ---      17,875,000             ---
  Surrender charges. . . . . . . .     4,201,000      2,099,000      12,904,000       6,115,000
  Other fees . . . . . . . . . . .       933,000      1,206,000      11,983,000       2,971,000
                                    -------------  -------------  --------------  --------------

TOTAL FEE INCOME . . . . . . . . .   112,126,000     79,295,000     332,640,000     226,378,000
                                    -------------  -------------  --------------  --------------

GENERAL AND ADMINISTRATIVE
  EXPENSES . . . . . . . . . . . .   (27,584,000)   (24,529,000)   (105,560,000)    (73,083,000)
                                    -------------  -------------  --------------  --------------

AMORTIZATION OF DEFERRED
  ACQUISITION COSTS. . . . . . . .   (29,185,000)   (12,238,000)    (85,061,000)    (55,511,000)
                                    -------------  -------------  --------------  --------------

ANNUAL COMMISSIONS . . . . . . . .   (11,608,000)    (5,508,000)    (29,766,000)    (14,683,000)
                                    -------------  -------------  --------------  --------------

PRETAX INCOME. . . . . . . . . . .    66,105,000     54,629,000     196,157,000     142,038,000

Income tax expense . . . . . . . .   (20,954,000)   (16,240,000)    (67,854,000)    (47,745,000)
                                    -------------  -------------  --------------  --------------

NET INCOME . . . . . . . . . . . .    45,151,000     38,389,000     128,303,000      94,293,000
                                    -------------  -------------  --------------  --------------

OTHER COMPREHENSIVE LOSS, NET
  OF TAX:
  Net unrealized losses on debt
    and equity securities
    available for sale identified
    in the current period. . . . .   (35,662,000)   (10,300,000)   (101,586,000)     (9,634,000)
  Less reclassification
    adjustment for net
    realized losses included
    in net income. . . . . . . . .     4,806,000      4,070,000       6,635,000         394,000
                                    -------------  -------------  --------------  --------------

  OTHER COMPREHENSIVE LOSS . . . .   (30,856,000)    (6,230,000)    (94,951,000)     (9,240,000)
                                    -------------  -------------  --------------  --------------

COMPREHENSIVE INCOME (LOSS). . . .  $ 14,295,000   $ 32,159,000   $  33,352,000   $  85,053,000
                                    =============  =============  ==============  ==============
See accompanying notes
</TABLE>


                                        5

<PAGE>
<TABLE>
<CAPTION>

                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
              For the nine months ended September 30, 1999 and 1998
                                   (Unaudited)


                                                         1999              1998
                                             ----------------  ----------------
<S>                                          <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income. . . . . . . . . . . . . . . . .  $   128,303,000   $    94,293,000
Adjustments to reconcile net income to net
  cash provided by operating activities:
    Interest credited to:
      Fixed annuity contracts . . . . . . .      180,893,000        84,874,000
      Universal life insurance contracts          85,118,000               ---
      Guaranteed investment contracts . . .       14,514,000        13,237,000
    Net realized investment losses (gains).       17,432,000           161,000
    Accretion/amortization of net
      discounts/premiums on investments . .          497,000        (1,519,000)
    Universal life insurance fees                (17,875,000)              ---
    Amortization of goodwill. . . . . . . .        1,071,000         1,129,000
    Provision for deferred income taxes . .     (100,284,000)       32,405,000
Change in:
  Accrued investment income . . . . . . . .       (5,851,000)       (3,080,000)
  Deferred acquisition costs. . . . . . . .     (163,975,000)     (132,550,000)
  Other assets. . . . . . . . . . . . . . .        3,343,000        (9,054,000)
  Income taxes currently payable. . . . . .       (1,306,000)      (59,087,000)
  Other liabilities . . . . . . . . . . . .       83,926,000         1,788,000
Other, net. . . . . . . . . . . . . . . . .       (3,737,000)       (5,725,000)
                                             ----------------  ----------------

NET CASH PROVIDED BY OPERATING
  ACTIVITIES. . . . . . . . . . . . . . . .      222,069,000        16,872,000
                                             ----------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of:
  Bonds, notes and redeemable preferred
    stocks. . . . . . . . . . . . . . . . .   (4,044,397,000)   (1,514,330,000)
  Mortgage loans. . . . . . . . . . . . . .     (330,893,000)     (131,386,000)
  Other investments, excluding short-term
    investments                                 (162,881,000)              ---
Sales of:
  Bonds, notes and redeemable preferred
    stocks. . . . . . . . . . . . . . . . .    2,103,990,000     1,313,677,000
  Other investments, excluding short-term
    investments . . . . . . . . . . . . . .        6,464,000           615,000
Redemptions and maturities of:
  Bonds, notes and redeemable preferred
    stocks. . . . . . . . . . . . . . . . .    1,007,875,000       210,026,000
  Mortgage loans. . . . . . . . . . . . . .       31,374,000        74,519,000
  Other investments, excluding short-term
    investments                                   27,286,000               ---
Short-term investments transferred to
  First SunAmerica Life Insurance
  Company in assumption reinsurance
  transaction with MBL Life Assurance
  Corporation                                   (368,665,000)              ---
                                             ----------------  ----------------

NET CASH USED BY INVESTING ACTIVITIES . . .   (1,729,847,000)      (46,879,000)
                                             ----------------  ----------------










See accompanying notes
</TABLE>


                                        6

<PAGE>
<TABLE>
<CAPTION>

                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
                CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
              For the nine months ended September 30, 1999 and 1998
                                   (Unaudited)


                                                      1999              1998
                                          ----------------  ----------------
<S>                                       <C>               <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Premium receipts on:
  Fixed annuity contracts. . . . . . . .  $ 1,548,093,000   $ 1,251,026,000
  Universal life insurance contracts           62,553,000               ---
Net exchanges from the fixed
  accounts of variable annuity contracts   (1,252,654,000)   (1,061,324,000)
Withdrawal payments on:
  Fixed annuity contracts. . . . . . . .   (1,706,409,000)     (142,276,000)
  Universal life insurance contracts          (90,950,000)              ---
  Guaranteed investment contracts. . . .      (14,841,000)      (32,182,000)
Claims and annuity payments on:
  Fixed annuity contracts. . . . . . . .      (74,307,000)      (31,713,000)
  Universal life insurance contracts          (68,781,000)              ---
Net repayments of other short-term
  financings . . . . . . . . . . . . . .     (136,794,000)          604,000
Net of receipts and payments from
  MODSEC reinsurance transaction . . . .      145,277,000       166,631,000
Change in capital                              54,186,000               ---
Dividends paid                                        ---       (51,200,000)
                                          ----------------  ----------------

NET CASH PROVIDED (USED) BY FINANCING
  ACTIVITIES . . . . . . . . . . . . . .   (1,534,627,000)       99,566,000
                                          ----------------  ----------------

NET INCREASE/DECREASE IN CASH AND
  SHORT-TERM INVESTMENTS . . . . . . . .   (3,042,405,000)       69,559,000

CASH AND SHORT-TERM INVESTMENTS AT
  BEGINNING OF PERIOD. . . . . . . . . .    3,303,454,000       264,176,000
                                          ----------------  ----------------

CASH AND SHORT-TERM INVESTMENTS AT
  END OF PERIOD. . . . . . . . . . . . .  $   261,049,000   $   333,735,000
                                          ================  ================

SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid on indebtedness. . . . . .  $     1,407,000   $     3,594,000
                                          ================  ================


Income taxes paid, net of refunds. . . .  $   169,238,000   $    74,138,000
                                          ================  ================

</TABLE>



SUPPLEMENTAL  DISCLOSURE  OF  NON-CASH  TRANSACTION:

On  June  30,  1999,  the Company's parent forgave the $170,436,000 surplus note
(included  in  Subordinated  Notes  Payable  to  Affiliates  in the accompanying
consolidated  balance  sheet  at  December  31,  1998) issued in its favor.  The
Company  has  reclassified  this  amount  to  Additional  Paid-In  Capital.
















                             See accompanying notes

                                        7
<PAGE>
                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.     Basis  of  Presentation
       -----------------------

     At  December  31,  1998,  Anchor  National  Life  Insurance  Company  (the
"Company")  was a wholly owned indirect subsidiary of SunAmerica Inc. On January
1, 1999, SunAmerica Inc. merged with and into American International Group, Inc.
("AIG")  in  a  tax-free  reorganization  that  has been treated as a pooling of
interests for accounting purposes. Thus, SunAmerica Inc. ceased to exist on that
date.  However,  on  the  date of merger, substantially all of the net assets of
SunAmerica  Inc.  were  contributed  to  a  newly formed subsidiary of AIG named
SunAmerica  Inc.  ("SunAmerica").

In the opinion of the Company, the accompanying unaudited consolidated financial
statements  contain  all  adjustments  (consisting  of  only  normal  recurring
accruals)  necessary  to  present  fairly  the  Company's consolidated financial
position  as  of  September  30,  1999 and December 31, 1998, the results of its
consolidated operations for the three months and nine months ended September 30,
1999  and  1998  and  its  consolidated  cash  flows  for  the nine months ended
September 30, 1999 and 1998.  The results of operations for the three months and
nine  months  ended  September  30,  1999  are not necessarily indicative of the
results  to  be  expected  for  the  full  year.

The  Company  has  changed its fiscal year end from September 30 to December 31.
The  accompanying  unaudited consolidated financial statements should be read in
conjunction  with  the  audited consolidated financial statements for the fiscal
year  ended September 30, 1998, contained in the Company's Annual Report on Form
10-K,  and  the  unaudited  consolidated  financial statements as of and for the
three  months  ended  December  31,  1998, contained in the Company's Transition
Report  on  Form  10-Q.  Certain  items have been reclassified to conform to the
current  period's  presentation.

2.     Reinsurance
       -----------

On  December 31, 1998, the Company acquired the individual life business and the
individual  and  group  annuity business of MBL Life Assurance Corporation ("MBL
Life"),  via  a  100%  coinsurance  transaction,  for  a  cash purchase price of
$128,420,000.  As  part  of this transaction, the Company acquired assets having
an aggregate fair value of $5,718,227,000, composed primarily of invested assets
totaling  $5,715,010,000.  Liabilities  assumed  in  this  acquisition  totaled
$5,831,266,000,  including  $3,460,503,000  of  fixed  annuity  reserves,
$2,317,365,000  of  universal  life  reserves  and  $24,011,000  of  guaranteed
investment  contract  reserves.  The  excess of the purchase price over the fair
value  of  net  assets  received amounted to $109,278,000 at September 30, 1999,
after  adjustment for the transfer of New York business to First SunAmerica Life
Insurance  Company (see below), and is included in Deferred Acquisition Costs in
the  accompanying  consolidated  balance  sheet.  The  income statements for the
three  months and nine months ended September 30, 1999 include the impact of the
Acquisition.  On  a  pro  forma  basis,  assuming  the  Acquisition  had  been
consummated  on  January  1,  1998,  the  beginning  of  the  prior-year periods
discussed  herein, investment income would have been $128,050,000 and net income
would  have been $43,228,000 for the three months ended September 30, 1998.  For
the  nine  months  ended  September  30, 1998, investment income would have been
$389,913,000  and  net  income  would  have  been  $109,990,000.

                                        8
<PAGE>
2.     Reinsurance  (Continued)
       -----------

     This  business  was  assumed  from MBL Life subject to existing reinsurance
ceded  agreements.  At  December  31,  1998, the maximum retention on any single
life was $2,000,000, and a total credit of $5,057,000 was taken against the life
insurance  reserves,  representing  predominantly  yearly  renewable  term
reinsurance.  In  order to limit even further the exposure to loss on any single
life and to recover an additional portion of the benefits paid over such limits,
the  Company entered into a monthly renewable term reinsurance treaty, effective
January  1,  1999, under which the Company retains no more than $100,000 of risk
on  any  one  insured  life.  At  September  30, 1999, a total reserve credit of
$3,560,000 was taken against the life insurance reserves.  With respect to these
coinsurance  agreements,  the Company could become liable for all obligations of
the  reinsured  policies  if  the  reinsurers  were to become unable to meet the
obligations  assumed  under  the  respective  reinsurance  agreements.

     Included  in  the  block  of  business acquired from MBL Life were policies
whose owners are residents of New York State (the "New York Business").  On July
1, 1999, the New York Business was acquired by the Company's New York affiliate,
First  SunAmerica  Life Insurance Company ("FSA"), via an assumption reinsurance
agreement and the remainder of the business converted to assumption reinsurance,
which  superseded  the  coinsurance  arrangement.  As  part  of  this  transfer,
invested  assets  equal  to  $675,303,000,  life reserves equal to $282,947,000,
group  pension  reserves  equal  to  $404,318,000,  and  other  net  assets  of
$11,962,000  were  transferred  to  FSA.

The  $128,420,000 purchase price was allocated between the Company and FSA based
on  the  estimated  future  gross  profits  of  the two blocks of business.  The
portion  allocated  to  FSA  was  $10,000,000.

     As  of  August  1, 1999, the Company ceded $6.4 billion of variable annuity
liabilities  through  a  modified  coinsurance  transaction  to  ANLIC Insurance
Company  (Hawaii).  As  part  of  this  transaction,  the  Company  received
$150,000,000  on  September  9, 1999, which was credited to Deferred Acquisition
Costs  in  the  balance  sheet  to  eliminate  the  unamortized costs previously
deferred  with  respect  to  the  ceded  business.

3.     Capital  Contributions
       ----------------------

On  September  14,  1999,  SunAmerica  Life  Insurance  Company  (the  "Parent")
contributed  additional  capital  of $54,250,000 to the Company. On September 9,
1999,  the  Company  paid  $170,500,000  to  its  Parent as a return of capital.

On  December  30,  1998,  the  Company  received  cash  totaling $170,436,000 in
exchange  for  issuance  of  a  surplus note (the "Note") payable to its Parent,
which  was  included in Subordinated Notes Payable to Affiliates at December 31,
1998 in the accompanying consolidated balance sheet. The Note bore interest at a
rate of 7%, beginning on January 1, 1999. On June 30, 1999, the Parent cancelled
the  Note  and funds received were reclassified to Additional Paid-in Capital in
the  accompanying consolidated balance sheet.  Also on June 30, 1999, the Parent
forgave the total interest earned on the Note of $4,971,000, of which $2,983,000
was  included in Interest Expense on Subordinated Notes Payable to Affiliates in
the  consolidated  income  statement  in  the  quarter  ended  March  31,  1999.
Accordingly,  the  accompanying  consolidated  income  statement  reflects  a
$2,983,000  reversal  of


                                        9

<PAGE>
3.     Capital  Contributions  (Continued)
       ----------------------

interest expense in Interest Expense on Subordinated Notes Payable to Affiliates
in  the  quarter  ended  June  30,  1999.

4.     Adoption  of  New  Accounting  Standard
       ---------------------------------------

Effective October 1, 1998, the Company adopted Statement of Financial Accounting
Standards  No. 130, "Reporting Comprehensive Income" ("SFAS 130") which requires
the reporting of comprehensive income in addition to net income from operations.
Comprehensive  income  is  a more inclusive financial reporting methodology that
includes  disclosure  of certain financial information that historically has not
been  recognized in the calculation of net income.  The adoption of SFAS 130 did
not  have  an impact on the Company's results of operations, financial condition
or  liquidity.  Comprehensive income amounts for the prior year are presented to
conform  to  the  current  year's  presentation.































                                       10
<PAGE>
                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

4.     Adoption  of  New  Accounting  Standard  (continued)
       ---------------------------------------

The  before tax, after tax, and tax benefit (expense) amounts for each component
of  the  increase  or  decrease in unrealized losses or gains on debt and equity
securities  available  for  sale  for  both  the  current  and prior periods are
summarized  below:
<TABLE>
<CAPTION>

                                                   Tax  Benefit
                                      Before  Tax    (Expense)     Net  of  Tax
                                     -------------  ----------    -------------

THREE  MONTHS  ENDED  SEPTEMBER  30,
1999:
<S>                                  <C>            <C>           <C>
  Net unrealized losses on debt
    and equity securities available
    for sale identified in the
    current period. . . . . . . . .  $(45,025,000)  $15,759,000   $(29,266,000)

  Increase in deferred acquisition
    cost adjustment identified in
    the current period. . . . . . .    (9,838,000)    3,442,000     (6,396,000)
                                     -------------  ------------  -------------

  Subtotal. . . . . . . . . . . . .   (54,863,000)   19,201,000    (35,662,000)
                                     -------------  ------------  -------------

  Reclassification adjustment for:
    Net realized losses included
      in net income . . . . . . . .    10,356,000    (3,625,000)     6,731,000
  Related change in deferred
    acquisition costs . . . . . . .    (2,962,000)    1,037,000     (1,925,000)
                                     -------------  ------------  -------------
    Total reclassification
      adjustment. . . . . . . . . .     7,394,000    (2,588,000)     4,806,000
                                     -------------  ------------  -------------

  Total other comprehensive loss. .  $(47,469,000)  $16,613,000   $(30,856,000)
                                     =============  ============  =============

THREE MONTHS ENDED SEPTEMBER 30,
1998:

  Net unrealized gains on debt
    and equity securities available
    for sale identified in the
    current period. . . . . . . . .  $(25,332,000)  $ 8,866,000   $(16,466,000)

  Decrease in deferred acquisition
    cost adjustment identified in
    the current period. . . . . . .     9,485,000    (3,319,000)     6,166,000
                                     -------------  ------------  -------------

  Subtotal. . . . . . . . . . . . .   (15,847,000)    5,547,000    (10,300,000)
                                     -------------  ------------  -------------

  Reclassification adjustment for:
    Net realized gains included
      in net income . . . . . . . .     9,846,000    (3,446,000)     6,400,000
  Related change in deferred
    acquisition costs . . . . . . .    (3,585,000)    1,255,000     (2,330,000)
                                     -------------  ------------  -------------
    Total reclassification
      adjustment. . . . . . . . . .     6,261,000    (2,191,000)     4,070,000
                                     -------------  ------------  -------------

  Total other comprehensive loss. .  $ (9,586,000)  $ 3,356,000   $ (6,230,000)
                                     =============  ============  =============

</TABLE>






                                       11

<PAGE>
                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

4.     Adoption  of  New  Accounting  Standard  (continued)
       ---------------------------------------
<TABLE>
<CAPTION>

                                                    Tax  Benefit
                                      Before  Tax     (Expense)       Net  of  Tax
                                     -------------   -----------    --------------

NINE  MONTHS  ENDED  SEPTEMBER  30,
1999:
<S>                                  <C>             <C>            <C>
  Net unrealized losses on debt
    and equity securities available
    for sale identified in the
    current period. . . . . . . . .  $(188,325,000)  $ 65,914,000   $(122,411,000)

  Increase in deferred acquisition
    cost adjustment identified in
    the current period. . . . . . .     32,039,000    (11,214,000)     20,825,000
                                     --------------  -------------  --------------

  Subtotal. . . . . . . . . . . . .   (156,286,000)    54,700,000    (101,586,000)
                                     --------------  -------------  --------------

  Reclassification adjustment for:
    Net realized losses included
      in net income . . . . . . . .     15,947,000     (5,581,000)     10,366,000
    Related change in deferred
      acquisition costs . . . . . .     (5,739,000)     2,008,000      (3,731,000)
                                     --------------  -------------  --------------
    Total reclassification
      adjustment. . . . . . . . . .     10,208,000     (3,573,000)      6,635,000
                                     --------------  -------------  --------------

  Total other comprehensive loss. .  $(146,078,000)  $ 51,127,000   $ (94,951,000)
                                     ==============  =============  ==============

NINE MONTHS ENDED SEPTEMBER 30,
1998:

  Net unrealized gains on debt
    and equity securities available
    for sale identified in the
    current period. . . . . . . . .  $ (24,180,000)  $  8,463,000   $ (15,717,000)

  Decrease in deferred acquisition
    cost adjustment identified in
    the current period. . . . . . .      9,356,000     (3,273,000)      6,083,000
                                     --------------  -------------  --------------

  Subtotal. . . . . . . . . . . . .    (14,824,000)     5,190,000      (9,634,000)
                                     --------------  -------------  --------------

  Reclassification adjustment for:
    Net realized gains included
      in net income . . . . . . . .        961,000       (336,000)        625,000
    Related change in deferred
      acquisition costs . . . . . .       (356,000)       125,000        (231,000)
                                     --------------  -------------  --------------
    Total reclassification
      adjustment. . . . . . . . . .        605,000       (211,000)        394,000
                                     --------------  -------------  --------------

  Total other comprehensive loss. .  $ (14,219,000)  $  4,979,000   $  (9,240,000)
                                     ==============  =============  ==============

</TABLE>














                                       12
<PAGE>
                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Management's  discussion and analysis of financial condition and results of
operations  of  Anchor  National  Life Insurance Company (the "Company") for the
three  months  and  nine  months ended September 30, 1999 and September 30, 1998
follows.  The  Company  has  changed  its  fiscal  year  end  to  December  31.
Accordingly,  the  quarter  ended  December  31,  1998  was a transition period.

     In  connection  with the "safe harbor" provisions of the Private Securities
Litigation  Reform  Act  of 1995, the Company cautions readers regarding certain
forward-looking  statements contained in this report and in any other statements
made by, or on behalf of, the Company, whether or not in future filings with the
Securities  and  Exchange Commission (the "SEC"). Forward-looking statements are
statements  not  based  on  historical  information  and  which relate to future
operations,  strategies,  financial  results, or other developments.  Statements
using verbs such as "expect," "anticipate," "believe" or words of similar import
generally  involve  forward-looking statements.  Without limiting the foregoing,
forward-looking  statements  include  statements  which  represent the Company's
beliefs  concerning  future  levels  of  sales  and redemptions of the Company's
products, investment spreads and yields, or the earnings or profitability of the
Company's  activities.

     Forward-looking  statements  are  necessarily  based  on  estimates  and
assumptions  that  are  inherently subject to significant business, economic and
competitive  uncertainties  and  contingencies,  many  of  which  are beyond the
Company's  control and many of which are subject to change.  These uncertainties
and  contingencies  could  cause  actual results to differ materially from those
expressed  in  any  forward-looking  statements  made  by,  or on behalf of, the
Company.  Whether  or  not actual results differ materially from forward-looking
statements  may  depend  on numerous foreseeable and unforeseeable developments.
Some  may  be national in scope, such as general economic conditions, changes in
tax  law  and  changes  in interest rates.  Some may be related to the insurance
industry  generally,  such  as  pricing competition, regulatory developments and
industry  consolidation.  Others may relate to the Company specifically, such as
credit,  volatility  and  other  risks  associated with the Company's investment
portfolio.  Investors  are  also  directed  to  consider  other  risks  and
uncertainties  discussed  in  documents  filed by the Company with the SEC.  The
Company  disclaims  any  obligation  to  update  forward-looking  information.

RESULTS  OF  OPERATIONS

     NET  INCOME  totaled  $45.2  million in the third quarter of 1999, compared
with  $38.4  million  in  the  third  quarter of 1998.  For the nine months, net
income  amounted to $128.3 million in 1999, compared with $94.3 million in 1998.
On  December 31, 1998, the Company acquired the individual life business and the
individual  and  group  annuity  business of MBL Life Assurance Corporation (the
"Acquisition").  The  Acquisition was accounted for under the purchase method of
accounting,  and,  therefore,  results  of  operations  include  those  of  the
Acquisition  only  from  its  date  of acquisition.  Consequently, the operating
results  for  1999 and 1998 are not comparable.  On a pro forma basis, using the
historical  financial information of the acquired business and assuming that the
Acquisition  had  been  consummated  on  January  1,  1998, the beginning of the
prior-year  periods  discussed  herein, net income would have been $43.2 million
and  $110.0  million  for  the  third  quarter  and  the  nine  months  of 1998,
respectively.



                                       13
<PAGE>

     PRETAX  INCOME totaled $66.1 million in the third quarter of 1999 and $54.6
million  in  the  third  quarter  of  1998.  For  the nine months, pretax income
totaled  $196.2  million  in  1999,  compared  with  $142.0 million in 1998. The
improvement  in  1999 over 1998 primarily resulted from increased fee income and
net  investment  income,  which  were  partially offset by increased general and
administrative  expenses  and amortization of deferred acquisition costs ("DAC")
in  the  1999  periods.

     NET  INVESTMENT  INCOME,  which  is the spread between the income earned on
invested  assets  and  the  interest  paid  on  fixed  annuities  and  other
interest-bearing  liabilities,  totaled  $33.0  million  in the third quarter of
1999,  up  from $24.0 million in the third quarter of 1998.  These amounts equal
1.97% on average invested assets (computed on a daily basis) of $6.71 billion in
the  third quarter of 1999 and 3.47% on average invested assets of $2.77 billion
in  the  third  quarter  of  1998.  For  the  nine months, net investment income
increased  to  $101.3 million in 1999 from $60.4 million in 1998, equaling 1.75%
of  average  invested  assets  of  $7.73  billion  in  1999 and 3.06% of average
invested  assets  of  $2.63 billion in 1998.  On a pro forma basis, assuming the
Acquisition  had  been  consummated on January 1, 1998, net investment income on
related  average  invested  assets  would have been 1.47% and 1.22% in the third
quarter  and  nine  months  of  1998, respectively.  The improvement in 1999 net
investment yields over these pro forma amounts reflects a redeployment of assets
received  in  the  Acquisition  into  higher  yielding  investment  categories.

     Net  investment  spreads  include  the  effect  of  income  earned  on  the
difference  between  average  invested  assets  and  average  interest-bearing
liabilities.  In  the  third  quarter,  average invested assets exceeded average
interest-bearing  liabilities  by  $220.7  million in 1999, compared with $244.0
million  1998.  The  difference  between the Company's yield on average invested
assets  and  the  rate paid on average interest-bearing liabilities (the "Spread
Difference")  was  1.81%  in  the  third  quarter of 1999 and 2.98% in the third
quarter  of  1998.  On  a  pro  forma  basis,  assuming the Acquisition had been
consummated  on  January 1, 1998, the Spread Difference would have been 1.38% in
the third quarter of 1998, reflecting primarily the effect of the lower yielding
assets  received  in  the  Acquisition.

     For  the  nine  months,  average  invested  assets  exceeded  average
interest-bearing  liabilities  by  $155.7  million in 1999, compared with $164.0
million  in 1998.  The Spread Difference was 1.64% in 1999 and 2.72% in 1998. On
a  pro  forma basis, assuming the Acquisition had been consummated on January 1,
1998,  the  Spread  Difference  would  have  been  1.20% in 1998, also primarily
reflecting  the effect of the lower yielding assets received in the Acquisition.

     Investment  income  (and  the  related  yields  on average invested assets)
totaled  $110.8  million  (6.61%)  in  the  third quarter of 1999, $59.7 million
(8.64%)  in the third quarter of 1998, $384.7 million (6.63%) in the nine months
of  1999  and  $162.1  million  (8.21%)  in  the  nine months of 1998.  Both the
significant  increases  in  investment  income  and the decreases in the related
yields  in 1999 as compared with 1998 principally resulted from the Acquisition.
The  invested  assets  associated  with  the  Acquisition  included  high-grade
corporate,  government  and  government/agency  bonds  and  cash  and short-term
investments,  which  are  generally lower yielding than a significant portion of
the  invested assets that comprise the remainder of the Company's portfolio.  On
a  pro  forma basis, assuming the Acquisition had been consummated on January 1,
1998,  the  yield  on  related average invested assets would have been 6.73% and
6.48%  in  the  third  quarter  and  nine  months  of  1998,  respectively.



                                       14
<PAGE>

     Investment  income  and  related  yields  in  all  periods also reflect the
Company's  investments in limited partnerships.  Partnership income decreased to
$1.2  million  (a  yield of 7.53% on related average assets of $61.5 million) in
the  third  quarter  of  1999,  from $4.1 million (a yield of 133.98% on related
average  assets  of  $12.2  million)  in the third quarter of 1998. For the nine
months,  partnership  income  amounted  to  $5.8  million  (a yield of 15.12% on
related average assets of $51.5 million) in 1999, compared with $10.7 million (a
yield  of  105.21%  on  related  average  assets  of  $14.0  million)  in  1998.
Partnership  income  is  based  upon  cash  distributions  received from limited
partnerships,  the  operations  of  which  the  Company  does  not  influence.
Consequently,  such income is not predictable and there can be no assurance that
the  Company  will  realize  comparable  levels  of  such  income in the future.

     Total  interest  expense equaled $77.8 million in the third quarter of 1999
and  $35.7  million in the third quarter of 1998.  For the nine months, interest
expense aggregated $283.4 million in 1999, compared with $101.7 million in 1998.
The average rate paid on all interest-bearing liabilities was 4.80% in the third
quarter of 1999, compared with 5.66% in the third quarter of 1998.  For the nine
months,  the average rate paid on all interest-bearing liabilities was 4.99% for
1999  and  5.49%  for  1998. Interest-bearing liabilities averaged $6.49 billion
during  the  third  quarter  of  1999, $2.52 billion during the third quarter of
1998,  $7.58 billion during the nine months of 1999 and $2.47 billion during the
nine  months  of 1998.  Total interest expense in 1999 and related average rates
paid reflect the effects of the Acquisition.  On a pro forma basis, assuming the
Acquisition  had  been  consummated on January 1, 1998, the average rate paid on
all  interest-bearing  liabilities  would  have  been  5.35%  and  5.28%  and
interest-bearing liabilities would have averaged $7.49 billion and $7.99 billion
in  the  third  quarter and nine months of 1998, respectively.  The decreases in
the  overall rates paid in 1999 result primarily from a generally lower interest
rate  environment  in  1999.

     GROWTH  IN  AVERAGE  INVESTED  ASSETS  since 1998 largely resulted from the
impact  of  the  Acquisition.  Changes  in  average invested assets also reflect
sales of fixed annuities and the fixed account options of the Company's variable
annuity  products  ("Fixed  Annuity  Premiums"),  and  renewal  premiums  on its
universal  life  product  ("UL Premiums") acquired in the Acquisition, partially
offset  by  net  exchanges  from  fixed  accounts  into the separate accounts of
variable  annuity  contracts.  Since  September 30, 1998, Fixed Annuity Premiums
and  UL  Premiums  have aggregated $1.96 billion.  Fixed Annuity Premiums and UL
Premiums  totaled $568.5 million in the third quarter of 1999, $466.0 million in
the  third  quarter  of 1998, $1.61 billion in the nine months of 1999 and $1.25
billion  in  the  nine  months  of  1998  and are largely premiums for the fixed
accounts  of  variable  annuities.  Such  premiums  have  increased  principally
because  of  greater  customer  allocation  of  new premium dollars to the fixed
account  options  of  variable  products,  resulting in greater inflows into the
one-year  and  six-month  fixed  accounts  of these products, which are used for
dollar-cost  averaging  into  the  variable  accounts.  Accordingly, the Company
anticipates  that it will see a large portion of these premiums transferred into
the  variable funds.  On an annualized basis, these premiums represent 29%, 88%,
28%  and  80%, respectively, of the related reserve balances at the beginning of
the  respective  periods.  These  decreases in 1999 premiums when expressed as a
percentage  of  related  reserve  balances  result  from  the  impact  of  the
Acquisition.  When  premium  and reserve balances resulting from the Acquisition
are  excluded,  the  resulting premiums represent 87% and 96% of beginning fixed
annuity  reserve  balances  in  the  third  quarter  and  nine  months  of 1999,
respectively.



                                       15
<PAGE>

     There  were  no  guaranteed investment contract ("GIC") premiums in 1999 or
1998.  GIC  surrenders  and maturities totaled $5.5 million in the third quarter
of  1999,  $24.0 million in the third quarter of 1998, $14.8 million in the nine
months  of  1999  and $32.2 million in the nine months of 1998. The Company does
not  actively  market  GICs;  consequently,  premiums  and  surrenders  may vary
substantially  from  period to period.  The GICs issued by the Company generally
guarantee the payment of principal and interest at fixed or variable rates for a
term  of  three  to  five  years.  GICs  that  are  purchased by banks for their
long-term  portfolios  or  state and local governmental entities either prohibit
withdrawals  or  permit scheduled book value withdrawals subject to the terms of
the underlying indenture or agreement.  GICs purchased by asset management firms
for  their  short-term  portfolios  either  prohibit  withdrawals  or  permit
withdrawals  with  notice  ranging  from  90  to 270 days.  In pricing GICs, the
Company  analyzes  cash  flow  information  and prices accordingly so that it is
compensated  for  possible  withdrawals  prior  to  maturity.

     NET  REALIZED  INVESTMENT LOSSES totaled $10.6 million in the third quarter
of  1999,  compared  to  $6.4  million  in the third quarter of 1998 and include
impairment  writedowns  of  $3.0 million and $10.9 million, respectively.  Thus,
net losses from sales and redemptions of investments totaled $7.6 million in the
third  quarter  of  1999 and net gains from sales and redemptions of investments
totaled  $4.5  million  in  the third quarter of 1998.  For the nine months, net
realized  investment  losses  totaled  $17.4 million in 1999, compared with $1.5
million  in  1998  and  include  impairment writedowns of $5.0 million and $13.1
million,  respectively.  Thus,  for  the  nine months, net losses from sales and
redemptions  of  investments  totaled $12.4 million in 1999, compared with $11.7
million  of  gains realized on the sales and redemptions of investments in 1998.

     The  Company sold or redeemed invested assets, principally bonds and notes,
aggregating  $1.31  billion  in the third quarter of 1999, $651.6 million in the
third  quarter  of  1998,  $3.49  billion  in  the nine months of 1999 and $1.64
billion in the nine months of 1998.  Sales of investments result from the active
management  of  the Company's investment portfolio, including assets received as
part  of  the  Acquisition.  Because  redemptions  of  investments are generally
involuntary  and  sales  of  investments  are  made  in  both rising and falling
interest  rate  environments, net gains and losses from sales and redemptions of
investments  fluctuate  from period to period, and represent 0.46%, 0.65%, 0.21%
and  0.59%  of  average  invested assets in the third quarter of 1999, the third
quarter  of  1998,  the  nine  months  of  1999  and  the  nine  months of 1998,
respectively.  Active  portfolio  management  involves the ongoing evaluation of
asset  sectors,  individual  securities  within the investment portfolio and the
reallocation  of  investments  from  sectors that are perceived to be relatively
overvalued  to  sectors  that  are  perceived to be relatively undervalued.  The
intent of the Company's active portfolio management is to maximize total returns
on  the  investment portfolio, taking into account credit, option, liquidity and
interest-rate  risk.

     Impairment  writedowns  represent  provisions  applied to bonds in 1999 and
1998.  On  an  annualized  basis,  impairment writedowns represent 0.18%, 1.58%,
0.09%  and  0.67%  of  average invested assets in the third quarter of 1999, the
third  quarter  of  1998,  the  nine months of 1999 and the nine months of 1998,
respectively.  For  the  twenty  quarters  beginning October 1, 1994, impairment
writedowns as an annualized percentage of average invested assets have ranged up
to  3.06%  and have averaged 0.51%.  Such writedowns are based upon estimates of
the  net  realizable value of the applicable assets.  Actual realization will be
dependent  upon  future  events.



                                       16
<PAGE>
     VARIABLE  ANNUITY  FEES are based on the market value of assets in separate
accounts supporting variable annuity contracts.  Such fees totaled $79.4 million
in  the  third  quarter  of 1999 and $55.4 million in the third quarter of 1998.
For  the  nine  months,  variable  annuity  fees totaled $220.6 million in 1999,
compared with $156.5 million in 1998.  The increased fees in 1999 reflect growth
in  average  variable annuity assets, principally due to the receipt of variable
annuity  premiums,  net  exchanges  into  the  separate  accounts from the fixed
accounts  of  variable  annuity contracts and increased market values, partially
offset  by  surrenders.  On an annualized basis, variable annuity fees represent
2%  of  average  variable  annuity  assets  in  all periods presented.  Variable
annuity  assets  averaged  $16.61  billion  during the third quarter of 1999 and
$11.65  billion during the third quarter of 1998.  For the nine months, variable
annuity  assets averaged $15.55 billion in 1999, compared with $11.13 billion in
1998.  Variable  annuity premiums, which exclude premiums allocated to the fixed
accounts  of variable annuity products, aggregated $1.70 billion since September
30, 1998. Variable annuity premiums totaled $389.5 million and $463.1 million in
the  third  quarters  of  1999  and  1998,  respectively.  For  the nine months,
variable  annuity  premiums  totaled  $1.34 billion in 1999 and $1.39 billion in
1998.  On  an  annualized basis, these amounts represent 9%, 15%, 13% and 19% of
variable  annuity reserves at the beginning of the respective periods. Transfers
from  the  fixed  accounts  of  the  Company's  variable annuity products to the
separate  accounts  (see "Growth in Average Invested Assets") are not classified
in  variable  annuity premiums (in accordance with generally accepted accounting
principles).  Accordingly,  changes  in  variable  annuity  premiums  are  not
necessarily  indicative  of the ultimate allocation by customers among fixed and
variable  account  options  of  the  Company's  variable  annuity  products.

     Sales of variable annuity products (which include premiums allocated to the
fixed  accounts)  ("Variable Annuity Product Sales") amounted to $913.1 million,
$929.0  million,  $2.83  billion and $2.64 billion in the third quarters of 1999
and  1998  and  nine  months  of  1999  and 1998, respectively. Variable Annuity
Product Sales primarily reflect sales of the Company's flagship variable annuity
line,  Polaris.  The  Polaris  products are multimanager variable annuities that
offer  investors  a  choice  of  more  than  25  variable  funds and a number of
guaranteed  fixed-rate  funds.  Increases  in Variable Annuity Product Sales are
due,  in  part,  to market share gains through enhanced distribution efforts and
consumer demand for flexible retirement savings products that offer a variety of
equity,  fixed  income  and  guaranteed  fixed  account  investment  choices.

     The  Company  has encountered increased competition in the variable annuity
marketplace  during  recent  years  and  anticipates that the market will remain
highly competitive for the foreseeable future.  Also, from time to time, Federal
initiatives  are  proposed  that could affect the taxation of variable annuities
and  annuities  generally  (See  "Regulation").

     NET  RETAINED  COMMISSIONS  are  primarily  derived from commissions on the
sales  of  nonproprietary  investment  products  by  the Company's broker-dealer
subsidiaries,  after  deducting the substantial portion of such commissions that
is  passed  on  to registered representatives.  Net retained commissions totaled
$12.5  million  in  the  third  quarter  of  1999 and $12.8 million in the third
quarter  of  1998.  For  the  nine  months, net retained commissions amounted to
$38.7  million  and  $38.1 million in 1999 and 1998, respectively. Broker-dealer
sales  (mainly  sales of general securities, mutual funds and annuities) totaled
$2.90  billion  in the third quarter of 1999, $3.19 billion in the third quarter
of  1998,  $10.05  billion  in the nine months of 1999 and $10.54 billion in the
nine  months  of  1998.  Fluctuations  in  net  retained  commissions may not be
proportionate  to  fluctuations  in sales primarily due to changes in sales mix.

                                       17
<PAGE>

     ASSET  MANAGEMENT  FEES,  which  include investment advisory fees and 12b-1
distribution  fees,  are  based  on the market value of assets managed in mutual
funds  by  SunAmerica Asset Management Corp.  Such fees totaled $10.9 million on
average  assets  managed  of $3.48 billion in the third quarter of 1999 and $7.8
million on average assets managed of $2.44 billion in the third quarter of 1998.
For  the  nine  months,  asset  management fees totaled $30.6 million on average
assets  managed of $3.21 billion in 1999, compared with $22.7 million on average
assets  managed  of  $2.36  billion  in  1998.  Asset  management  fees  are not
necessarily  proportionate to average assets managed, principally due to changes
in  product  mix.  Sales  of  mutual  funds,  excluding  sales  of  money market
accounts,  have  aggregated $1.22 billion since September 30, 1998.  Mutual fund
sales  totaled $354.4 million in the third quarter of 1999 and $252.3 million in
the  third  quarter of 1998.  For the nine months, mutual fund sales amounted to
$1.00  billion  in  1999  and $687.8 million in 1998.  The increases in sales in
1999  resulted  in  part  from  increased  sales  of the Company's "Style Select
Series"  product  and the introduction in June 1998 of the "Dogs" of Wall Street
fund.  The  "Style  Select  Series"  is  a  group  of mutual funds that are each
managed  by  three industry-recognized fund managers.  The "Dogs" of Wall Street
fund  contains  30 large capitalization value stocks that are selected by strict
criteria. Sales of these products totaled $243.6 million in the third quarter of
1999,  $185.4  million  in the third quarter of 1998, $683.5 million in the nine
months  of  1999  and $501.0 million in the nine months of 1998.  Redemptions of
mutual funds, excluding redemptions of money market accounts, amounted to $137.4
million  in  the  third  quarter  of 1999, $89.2 million in the third quarter of
1998,  $420.9  million in the nine months of 1999 and $310.5 million in the nine
months  of  1998,  which,  annualized,  represent 15.8%, 14.6%, 17.5% and 17.6%,
respectively,  of  average  related  mutual  fund  assets.

     UNIVERSAL LIFE INSURANCE FEES result from the acquisition of universal life
insurance  contract reserves and the ongoing receipt of renewal premiums on such
contracts,  and  comprise  mortality  charges,  up-front fees earned on premiums
received  and  administrative  fees  on such contracts. Universal life insurance
fees  amounted  to  $4.2 million and $17.9 million in the third quarter and nine
months of 1999, respectively.  Such fees annualized represent 3.78% and 4.16% of
average  reserves  for  universal life insurance contracts for the third quarter
and  nine  months  of  1999,  respectively.  Since  the  Acquisition occurred on
December  31,  1998,  there  were  no  such  fees  earned  in  1998.

     SURRENDER  CHARGES  on  fixed  and variable annuity contracts and universal
life  contracts  totaled  $4.2 million in the third quarter of 1999 (including a
$0.1  million  year-to-date adjustment attributable to the Acquisition) and $2.1
million  in  the  third  quarter  of  1998.  For the nine months, such surrender
charges  totaled  $12.9  million in 1999 (including $1.5 million attributable to
the  Acquisition)  and  $6.1  million  in  1998. Surrender charges generally are
assessed  on  withdrawals  at  declining rates during the first seven years of a
contract.  Withdrawal payments in the third quarter totaled $1.5 billion in 1999
(including  $1.1  billion attributable to the Acquisition), compared with $265.4
million  in 1998.  For the nine months, withdrawal payments totaled $2.4 billion
in  1999  (including  $1.3  billion  attributable to the Acquisition) and $875.3
million  in  1998.  Annualized, these payments when expressed as a percentage of
average  fixed  and variable annuity and universal life reserves represent 27.4%
(20.4%  attributable  to  the Acquisition), 7.8% 14.3% (8.0% attributable to the
Acquisition) and 8.9% for the third quarters of 1999 and 1998 and nine months of
1999  and 1998, respectively.  The very high surrenders in the acquisition block
of  business  occurred  because  July 1, 1999 was the first time since 1991 that
these  policyholders  were able to surrender their policies without a moratorium
fee.  Consistent  with  the assumptions used in connection with the Acquisition,
management  anticipates  that  the  level  of  withdrawal  rates  in

                                       18
<PAGE>
this block of business will continue to be relatively high for the rest of 1999.
Excluding the effects of the Acquisition, withdrawal payments represent 6.9% and
6.3%  in  the  third  quarter  and nine months of 1999, respectively, of related
average  fixed  and  variable  annuity  reserves.  Withdrawals  include variable
annuity  withdrawals from the separate accounts totaling $344.0 million (8.3% of
average  variable  annuity  reserves),  $225.7 million (7.8% of average variable
annuity  reserves),  $947.9  million (8.1% of average variable annuity reserves)
and  $733.0  million  (8.8%  of  average variable annuity reserves) in the third
quarters  of  1999  and 1998 and the nine months of 1999 and 1998, respectively.

     GENERAL  AND  ADMINISTRATIVE  EXPENSES  totaled  $27.6 million in the third
quarter  of  1999  and $24.5 million in the third quarter of 1998.  For the nine
months,  general  and administrative expenses totaled $105.6 million in 1999 and
$73.1  million in 1998.  The increases in 1999 over 1998 principally reflect the
increased costs related to the business acquired in the Acquisition and expenses
related  to  servicing the Company's growing block of variable annuity policies.
General  and  administrative  expenses  remain  closely  controlled  through  a
company-wide  cost containment program and continue to represent less than 1% of
average  total  assets.

     AMORTIZATION OF DEFERRED ACQUISITION COSTS totaled $29.2 million (including
a $(0.6) million year-to-date adjustment attributable to the Acquisition) in the
third quarter of 1999, compared with $12.2 million in the third quarter of 1998.
For  the  nine  months,  such amortization totaled $85.1 million (including $6.6
million attributable to the Acquisition) in 1999 and $55.5 million in 1998.  The
increases  in  amortization  during  1999  were also due to additional fixed and
variable  annuity  and  mutual  fund  sales  and  the subsequent amortization of
related  deferred  commissions  and  other  direct  selling  costs.

     ANNUAL  COMMISSIONS represent renewal commissions paid quarterly in arrears
to  maintain  the  persistency  of  certain  of  the  Company's variable annuity
contracts.  Substantially  all  of  the  Company's  currently available variable
annuity  products  allow for an annual commission payment option in return for a
lower  immediate  commission.  Annual  commissions  totaled $11.6 million in the
third  quarter of 1999, compared with $5.5 million in the third quarter of 1998.
For  the  nine  months, annual commissions amounted to $29.8 million in 1999 and
$14.7  million  in  1998.  The  increases  in annual commissions in 1999 reflect
increased  sales  of  annuities  that  offer  this commission option and gradual
expiration of the initial fifteen-month periods before such payments begin.  The
Company  estimates that over 55% of its variable annuity product liabilities are
currently  subject  to  such  annual  commissions.  Based on current sales, this
portion  is  expected  to  increase  in  future  periods.

     INCOME  TAX  EXPENSE  totaled  $21.0  million in the third quarter of 1999,
compared  with  $16.2  million  in  1998 and $67.9 million in the nine months of
1999,  compared  with  $47.7  million  in  the nine months of 1998, representing
effective  annualized  tax  rates  of  32%,  30%,  35%  and  34%,  respectively.
















                                       19
<PAGE>

FINANCIAL  CONDITION  AND  LIQUIDITY

     SHAREHOLDER'S  EQUITY increased by 11.7% to $834.6 million at September 30,
1999 from $747.0 million at December 31, 1998, due principally to $128.3 million
of  net income recorded in 1999, partially offset by a $95.0 million increase in
accumulated other comprehensive loss.  In addition, the Company received a $54.3
million  capital  contribution  from  the  Parent  (see  Note  3  of  Notes  to
Consolidated  Financial  Statements).

     INVESTED  ASSETS at September 30, 1999 totaled $6.14 billion, compared with
$8.31  billion  at  December 31, 1998.  The Company manages most of its invested
assets  internally.  The  Company's  general  investment  philosophy  is to hold
fixed-rate  assets  for  long-term investment.  Thus, it does not have a trading
portfolio.  However,  the  Company  has  determined that all of its portfolio of
bonds, notes and redeemable preferred stocks (the "Bond Portfolio") is available
to  be sold in response to changes in market interest rates, changes in relative
value  of  asset  sectors and individual securities, changes in prepayment risk,
changes in the credit quality outlook for certain securities, the Company's need
for  liquidity  and  other  similar  factors.

     THE BOND PORTFOLIO, which constituted 77% of the Company's total investment
portfolio  at  September 30, 1999, had an amortized cost that was $177.4 million
greater  than  its  aggregate fair value at September 30, 1999, compared with an
excess  of  $3.9 million at December 31, 1998.  The net unrealized losses on the
Bond  Portfolio  in  1999  principally reflect the recent increase in prevailing
interest  rates  and  the  corresponding  effect  on  the fair value of the Bond
Portfolio  at  September  30,  1999.

     At  September  30,  1999,  the  Bond  Portfolio  (excluding $4.4 million of
redeemable preferred stocks) included $4.40 billion of bonds rated by Standard &
Poor's Corporation ("S&P"), Moody's Investors Service ("Moody's"), Duff & Phelps
Credit  Rating  Co.  ("DCR"),  Fitch  Investors  Service,  L.P. ("Fitch") or the
National  Association of Insurance Commissioners ("NAIC"), and $320.2 million of
bonds  rated by the Company pursuant to statutory ratings guidelines established
by  the  NAIC.  At  September  30, 1999, approximately $4.36 billion of the Bond
Portfolio  was  investment  grade,  including  $1.49  billion  of  U.S.
government/agency  securities  and  mortgage-backed  securities  ("MBSs").

     At  September 30, 1999, the Bond Portfolio included $358.4 million of bonds
that  were not investment grade.  These non-investment-grade bonds accounted for
1.5%  of  the  Company's  total  assets  and  5.8%  of  its  invested  assets.

     Non-investment-grade securities generally provide higher yields and involve
greater  risks  than investment-grade securities because their issuers typically
are  more  highly  leveraged  and more vulnerable to adverse economic conditions
than  investment-grade  issuers.  In  addition,  the  trading  market  for these
securities  is  usually  more limited than for investment-grade securities.  The
Company  had  no  material  concentrations of non-investment-grade securities at
September  30,  1999.

     The  table  on  the  following page summarizes the Company's rated bonds by
rating  classification  as  of  September  30,  1999.































                                       20

<PAGE>
<TABLE>
<CAPTION>

                                        RATED BONDS BY RATING CLASSIFICATION
                                               (Dollars in thousands)

                                                   Issues  not  rated  by  S&P/Moody's/
        Issues  Rated  by  S&P/Moody's/DCR/Fitch          DCR/Fitch,  by  NAIC Category                       Total
------------------------------------------------    -----------------------------------     -----------------------


S&P/(Moody's)                     Estimated        NAIC              Estimated               Estimated   Percent of
[DCR] {Fitch}         Amortized        fair    category   Amortized       fair   Amortized        fair     invested
  category (1)             cost       value         (2)        cost      value        cost       value       assets
-------------------  ----------  ----------  ---------  ----------  ----------  ----------  ----------  -----------
<S>                  <C>         <C>         <C>        <C>         <C>         <C>         <C>         <C>
AAA+ to A-
  (Aaa to A3)
  [AAA to A-]
  {AAA to A-} . . .  $3,172,428  $3,050,319         1   $  410,318  $  406,942  $3,582,746  $3,457,261       56.29%

BBB+ to BBB-
  (Baal to Baa3)
  [BBB+ to BBB-]
  {BBB+ to BBB-}. .     708,451     686,836         2      220,641     217,204     929,092     904,040       14.72

BB+ to BB-
  (Ba1 to Ba3)
  [BB+ to BB-]
  {BB+ to BB-}. . .      48,840      44,724         3          100          82      48,940      44,806        0.73

B+ to B-
  (B1 to B3)
  [B+ to B-]
  {B+ to B-}. . . .     296,330     281,139         4       19,101      13,452     315,431     294,591        4.80

CCC+ to C
  (Caa to C)
  [CCC]
  {CCC+ to C-}. . .      12,648      11,296         5        7,837       7,409      20,485      18,705        0.30

CI to D
  [DD]
  {D} . . . . . . .         350         200         6          133         133         483         333        0.01
                     ----------  ----------             ----------  ----------  ----------  ----------

TOTAL RATED ISSUES.  $4,239,047  $4,074,514             $  658,130  $  645,222  $4,897,177  $4,719,736
                     ==========  ==========             ==========  ==========  ==========  ==========
<FN>

Footnotes  appear  on  the  following  page.
</TABLE>


                                       21

<PAGE>

     Footnotes  to  the  table  of  Rated  Bonds  by  Rating  Classification
     -----------------------------------------------------------------------

(1)     S&P and Fitch rate debt securities in rating categories ranging from AAA
(the  highest) to D (in payment default).  A plus (+) or minus (-) indicates the
debt's  relative  standing within the rating category.  A security rated BBB- or
higher  is considered investment grade.  Moody's rates debt securities in rating
categories ranging from Aaa (the highest) to C (extremely poor prospects of ever
attaining  any  real  investment  standing).  The  number  1, 2 or 3 (with 1 the
highest  and  3  the  lowest)  indicates the debt's relative standing within the
rating  category.  A  security  rated  Baa3  or  higher is considered investment
grade.  DCR  rates  debt  securities  in rating categories ranging from AAA (the
highest)  to  DD  (in  payment  default).  A plus (+) or minus (-) indicates the
debt's  relative  standing within the rating category.  A security rated BBB- or
higher  is  considered  investment  grade.  Issues  are categorized based on the
highest  of  the  S&P,  Moody's,  DCR  and  Fitch  ratings  if rated by multiple
agencies.

(2)     Bonds and short-term promissory instruments are divided into six quality
categories  for NAIC rating purposes, ranging from 1 (highest) to 5 (lowest) for
nondefaulted  bonds  plus  one category, 6, for bonds in or near default.  These
six  categories  correspond  with the S&P/Moody's/DCR/Fitch rating groups listed
above, with categories 1 and 2 considered investment grade.  The NAIC categories
include  $320.2  million  of  assets  that were rated by the Company pursuant to
applicable  NAIC  rating  guidelines.


                                       22
<PAGE>
     Senior  secured  loans ("Secured Loans") are included in the Bond Portfolio
and  aggregated  $399.2 million at September 30, 1999.  Secured Loans are senior
to  subordinated  debt  and  equity and are secured by assets of the issuer.  At
September  30, 1999, Secured Loans consisted of $92.1 million of publicly traded
securities  and  $307.1  million  of privately traded securities.  These Secured
Loans  are composed of loans to 71 borrowers spanning 17 industries, with 16% of
these  assets  concentrated  in  utilities  and  12%  concentrated  in financial
institutions.  No other industry concentration constituted more than 7% of these
assets.

     While  the  trading market for the Company's privately traded Secured Loans
is  more  limited  than  for  publicly  traded  issues, management believes that
participation  in  these  transactions  has  enabled  the Company to improve its
investment yield.  As a result of restrictive financial covenants, these Secured
Loans  involve  greater  risk  of  technical  default  than  do  publicly traded
investment-grade securities.  However, management believes that the risk of loss
upon  default  for  these Secured Loans is mitigated by such financial covenants
and  the  collateral  values underlying the Secured Loans. The Company's Secured
Loans  are  rated  by  S&P,  Moody's,  DCR,  Fitch,  the NAIC or by the Company,
pursuant  to  comparable  statutory  rating  guidelines established by the NAIC.

     MORTGAGE  LOANS  aggregated  $689.1  million  at  September  30,  1999  and
consisted of 140 commercial first mortgage loans with an average loan balance of
approximately  $4.9  million, collateralized by properties located in 29 states.
Approximately 36% of this portfolio was office, 17% was multifamily residential,
10%  was  hotels,  9% was manufactured housing, 9% was industrial, 5% was retail
and  14%  was other types.  At September 30, 1999, 35% and 11% of this portfolio
were secured by properties located in California and New York, respectively, and
no more than 8% of this portfolio was secured by properties located in any other
single  state.  At  September  30,  1999,  there  were  10  mortgage  loans with
outstanding balances of $10 million or more, which loans collectively aggregated
approximately  30%  of this portfolio.  At September 30, 1999, approximately 32%
of  the  mortgage  loan  portfolio  consisted of loans with balloon payments due
before  October 1, 2002.  During 1999 and 1998, loans delinquent by more than 90
days,  foreclosed  loans  and  restructured  loans  have not been significant in
relation  to  the  total  mortgage  loan  portfolio.

     At  September  30,  1999,  approximately  13%  of  the  mortgage loans were
seasoned  loans underwritten to the Company's standards and purchased at or near
par from other financial institutions.  Such loans generally have higher average
interest  rates  than  loans  that could be originated today. The balance of the
mortgage  loan  portfolio  has  been  originated  by  the  Company  under strict
underwriting  standards.  Commercial  mortgage  loans  on  properties  such  as
offices,  hotels and shopping centers generally represent a higher level of risk
than  do mortgage loans secured by multifamily residences.  This greater risk is
due  to  several  factors,  including the larger size of such loans and the more
immediate  effects  of  general economic conditions on these commercial property
types.  However,  due to the strict underwriting standards utilized, the Company
believes  that  it  has  prudently managed the risk attributable to its mortgage
loan  portfolio  while  maintaining  attractive  yields.

     PARTNERSHIP  INVESTMENTS  totaled  $57.5  million  at  September  30, 1999,
constituting  investments  in  10  separate partnerships with an average size of
approximately  $5.7  million.  These partnerships are accounted for by using the
cost  method  of  accounting  and are managed by independent money managers that
invest  in  a  broad  selection of equity and fixed-income securities, currently
including  approximately  659  separate  issuers.  The  risks  generally


                                       23
<PAGE>

associated  with  partnerships  include  those  related  to  their  underlying
investments  (i.e.,  equity  securities  and  debt  securities), plus a level of
illiquidity,  which  is mitigated to some extent by the existence of contractual
termination  provisions.

     OTHER  INVESTED  ASSETS  aggregated  $118.7  million at September 30, 1999,
compared  with $15.2 million at December 31, 1998, and include $106.5 million of
seed  money  for  mutual  funds  used  as  investment vehicles for the Company's
variable  annuity  separate  accounts  and  $12.2 million of collateralized bond
obligations.

     ASSET-LIABILITY  MATCHING  is utilized by the Company to minimize the risks
of  interest rate fluctuations and disintermediation.  The Company believes that
its  fixed-rate liabilities should be backed by a portfolio principally composed
of  fixed-rate  investments  that  generate  predictable  rates  of return.  The
Company  does  not have a specific target rate of return.  Instead, its rates of
return  vary  over  time depending on the current interest rate environment, the
slope  of the yield curve, the spread at which fixed-rate investments are priced
over  the  yield curve, and general economic conditions.  Its portfolio strategy
is  constructed with a view to achieve adequate risk-adjusted returns consistent
with  its investment objectives of effective asset-liability matching, liquidity
and  safety.  The Company's fixed-rate products incorporate surrender charges or
other  restrictions in order to encourage persistency.  Approximately 45% of the
Company's fixed annuity, universal life and GIC reserves had surrender penalties
or  other  restrictions  at  September  30,  1999.

     As  part  of  its asset-liability matching discipline, the Company conducts
detailed  computer  simulations that model its fixed-rate assets and liabilities
under  commonly  used  stress-test interest rate scenarios.  With the results of
these  computer  simulations, the Company can measure the potential gain or loss
in fair value of its interest-rate sensitive instruments and seek to protect its
economic  value  and  achieve  a predictable spread between what it earns on its
invested  assets and what it pays on its liabilities by designing its fixed-rate
products  and conducting its investment operations to closely match the duration
of  the  fixed-rate assets to that of its fixed-rate liabilities.  The Company's
fixed-rate  assets  include:  cash  and short-term investments; bonds, notes and
redeemable  preferred  stocks;  mortgage  loans;  and  investments  in  limited
partnerships  that  invest  primarily in fixed-rate securities and are accounted
for  by  using  the  cost  method.  At  September  30, 1999, these assets had an
aggregate  fair  value  of  $5.63 billion with a duration of 3.2.  The Company's
fixed-rate  liabilities  include  fixed annuity, GIC and universal life reserves
and  subordinated  notes.  At  September  30,  1999,  these  liabilities  had an
aggregate fair value (determined by discounting future contractual cash flows by
related  market rates of interest) of $5.75 billion with a duration of 3.6.  The
Company's  potential  exposure  due  to  a  relative  10% decrease in prevailing
interest  rates  from their September 30, 1999 levels is a loss of approximately
$16.8 million in the fair value of its fixed-rate liabilities that is not offset
by  an increase in the fair value of its fixed-rate assets.  Because the Company
actively  manages  its  assets  and  liabilities  and has strategies in place to
minimize  its  exposure  to loss as interest rate changes occur, it expects that
actual  losses  would  be  less  than  the  estimated  potential  loss.

     Duration is a common option-adjusted measure for the price sensitivity of a
fixed-maturity  portfolio  to  changes  in  interest  rates.  It  measures  the
approximate  percentage  change  in  the market value of a portfolio if interest
rates  change  by  100  basis  points,  recognizing  the  changes  in cash flows
resulting  from  embedded  options  such  as  policy  surrenders,  investment
prepayments  and  bond  calls.  It  also  incorporates  the  assumption that the

                                       24
<PAGE>
Company  will  continue  to utilize its existing strategies of pricing its fixed
annuity,  universal  life  and  GIC products, allocating its available cash flow
amongst  its  various  investment  portfolio  sectors and maintaining sufficient
levels  of  liquidity.  Because  the calculation of duration involves estimation
and  incorporates assumptions, potential changes in portfolio value indicated by
the  portfolio's  duration  will  likely  be  different  from the actual changes
experienced  under  given  interest  rate  scenarios, and the differences may be
material.

     As  a component of its asset and liability management strategy, the Company
utilizes  interest rate swap agreements ("Swap Agreements") to match assets more
closely  to  liabilities.  Swap  Agreements  are  agreements  to exchange with a
counterparty  interest  rate  payments  of  differing  character  (for  example,
variable-rate payments exchanged for fixed-rate payments) based on an underlying
principal  balance  (notional principal) to hedge against interest rate changes.
The  Company  typically  utilizes  Swap  Agreements  to  create  a  hedge  that
effectively  converts  floating-rate  assets  and  liabilities  into  fixed-rate
instruments.  At  September  30,  1999,  the  Company  had  one outstanding Swap
Agreement  with  a  notional  principal amount of $21.5 million.  This agreement
matures  in  December  2024.

     The  Company  also  seeks  to  provide liquidity from time to time by using
reverse  repurchase  agreements  ("Reverse  Repos") and by investing in MBSs. It
also  seeks  to enhance its spread income by using Reverse Repos.  Reverse Repos
involve  a sale of securities and an agreement to repurchase the same securities
at  a  later date at an agreed upon price and are generally over-collateralized.
MBSs  are generally investment-grade securities collateralized by large pools of
mortgage  loans.  MBSs generally pay principal and interest monthly.  The amount
of  principal  and interest payments may fluctuate as a result of prepayments of
the  underlying  mortgage  loans.

     There  are risks associated with some of the techniques the Company uses to
provide  liquidity,  enhance  its  spread  income  and  match  its  assets  and
liabilities.  The  primary  risk associated with the Company's Reverse Repos and
Swap  Agreements  is counterparty risk.  The Company believes, however, that the
counterparties  to  its  Reverse  Repos  and  Swap  Agreements  are  financially
responsible and that the counterparty risk associated with those transactions is
minimal.  It is the Company's policy that these agreements are entered into with
counterparties  who  have  a  debt  rating  of  A/A2 or better from both S&P and
Moody's.  The  Company  continually monitors its credit exposure with respect to
these  agreements.  In  addition to counterparty risk, Swap Agreements also have
interest  rate  risk.  However,  the  Company's  Swap Agreements typically hedge
variable-rate  assets  or  liabilities,  and  interest  rate  fluctuations  that
adversely  affect  the  net  cash  received  or  paid  under the terms of a Swap
Agreement  would  be  offset  by  increased  interest  income  earned  on  the
variable-rate  assets  or  reduced  interest  expense  paid on the variable-rate
liabilities.  The  primary risk associated with MBSs is that a changing interest
rate  environment might cause prepayment of the underlying obligations at speeds
slower or faster than anticipated at the time of their purchase.  As part of its
decision  to  purchase  an  MBS,  the Company assesses the risk of prepayment by
analyzing  the  security's  projected performance over an array of interest-rate
scenarios.  Once an MBS is purchased, the Company monitors its actual prepayment
experience  monthly to reassess the relative attractiveness of the security with
the  intent  to  maximize  total  return.

     INVESTED  ASSETS  EVALUATION  is  routinely  conducted  by  the  Company.
Management  identifies  monthly  those  investments  that  require  additional
monitoring  and  carefully  reviews  the  carrying values of such investments at
least  quarterly  to  determine  whether  specific  investments should be placed

                                       25
<PAGE>
on  a nonaccrual basis and to determine declines in value that may be other than
temporary.  In  making these reviews for bonds, management principally considers
the  adequacy  of  any  collateral,  compliance  with contractual covenants, the
borrower's  recent  financial  performance,  news  reports  and other externally
generated information concerning the creditor's affairs. In the case of publicly
traded  bonds,  management also considers market value quotations, if available.
For  mortgage  loans,  management generally considers information concerning the
mortgaged  property  and,  among other things, factors impacting the current and
expected payment status of the loan and, if available, the current fair value of
the  underlying  collateral. For investments in partnerships, management reviews
the financial statements and other information provided by the general partners.

     The  carrying values of investments that are determined to have declines in
value  that are other than temporary are reduced to net realizable value and, in
the case of bonds, no further accruals of interest are made.  The provisions for
impairment  on  mortgage  loans are based on losses expected by management to be
realized  on  transfers of mortgage loans to real estate, on the disposition and
settlement  of mortgage loans and on mortgage loans that management believes may
not  be collectible in full. Accrual of interest is suspended when principal and
interest  payments  on  mortgage  loans  are  past  due  more  than  90  days.

     DEFAULTED INVESTMENTS, comprising all investments that are in default as to
the  payment  of  principal  or  interest, totaled $1.2 million ($0.7 million of
mortgage loans and $0.5 million of bonds) at September 30, 1999, and constituted
less  than  0.1%  of  total  invested  assets.  At  December 31, 1998, defaulted
investments  totaled  $0.7  million of mortgage loans, and constituted less than
0.1%  of  total  invested  assets.

     SOURCES  OF  LIQUIDITY  are readily available to the Company in the form of
the  Company's  existing  portfolio  of cash and short-term investments, Reverse
Repo  capacity on invested assets and, if required, proceeds from invested asset
sales.  At  September  30,  1999,  approximately $751.5 million of the Company's
Bond  Portfolio  had  an  aggregate  unrealized  gain  of  $12.8  million, while
approximately  $3.97  billion  of the Bond Portfolio had an aggregate unrealized
loss  of  $190.3  million.  In  addition,  the  Company's  investment  portfolio
currently  provides  approximately  $56.3  million  of  monthly  cash  flow from
scheduled  principal  and  interest  payments.  Historically,  cash  flows  from
operations and from the sale of the Company's annuity and GIC products have been
more than sufficient in amount to satisfy the Company's liquidity needs.  As the
Company  anticipated,  liquidity needs were unusually high this past quarter due
to  the  Acquisition,  as  they  will  be  for  the  next  quarter.  Short-term
investments  were  sold  as  needed  to satisfy these current cash requirements.

     Management  is  aware  that  prevailing  market  interest  rates  may shift
significantly  and  has  strategies  in  place  to  manage either an increase or
decrease  in  prevailing  rates.  In  a  rising  interest  rate environment, the
Company's  average  cost  of funds would increase over time as it prices its new
and renewing annuities and GICs to maintain a generally competitive market rate.
Management  would  seek  to  place new funds in investments that were matched in
duration  to,  and  higher  yielding than, the liabilities assumed.  The Company
believes  that liquidity to fund withdrawals would be available through incoming
cash  flow, the sale of short-term or floating-rate instruments or Reverse Repos
on the Company's substantial MBS segment of the Bond Portfolio, thereby avoiding
the  sale  of  fixed-rate  assets  in  an  unfavorable  bond  market.

     In a declining rate environment, the Company's cost of funds would decrease
over  time,  reflecting  lower  interest  crediting  rates  on  its  fixed

                                       26
<PAGE>

annuities and GICs.  Should increased liquidity be required for withdrawals, the
Company  believes  that  a  significant portion of its investments could be sold
without adverse consequences in light of the general strengthening that would be
expected  in  the  bond  market.

YEAR  2000

     The  Company initiated its strategy to deal with the year 2000 challenge in
1997. At that time, many of the computer systems and applications upon which the
Company relied in its daily operations were not year 2000 compliant.  This means
that  because  they  historically used only two digits to identify the year in a
date,  they  were  unable  to distinguish dates in the "2000s" from dates in the
"1900s".  The  Company  has  incurred  approximately $9.9 million of programming
costs  to  make necessary repairs of certain specific non-compliant systems.  In
addition,  the  Company's  parent has made capital expenditures of approximately
$9.2  million  on  the  Company's  behalf  to  replace  certain  other  specific
non-compliant  systems, the amortization of which will be fully allocated to the
Company  over  future  periods. The Company does not expect to incur significant
additional  costs because the repair or replacement of substantially all systems
has  been  completed  as  of  September  30, 1999.  Further, testing of both the
repaired  and  replaced systems has been substantially completed as of September
30,  1999.  Nevertheless,  the Company will continue to test all of its computer
systems  and  applications  throughout  1999  to  ensure  continued  compliance.

     In addition, the Company has distributed a year 2000 questionnaire to those
third  parties  with  which  it  has  significant  interaction.  These  include
suppliers,  distributors,  facilitators,  fund  managers,  lessors and financial
institutions.  The  questionnaire  is designed to enable the Company to evaluate
these  third  parties'  year 2000 compliance plans and state of readiness and to
determine  the  extent  to  which  the Company's systems and applications may be
affected  by  the  failure  of  others to remedy their own year 2000 issues.  To
date,  however,  the  Company  has received only inconclusive feedback from such
parties  and has not independently confirmed any information received from them.
Therefore,  there can be no assurance that such parties will complete their year
2000  conversions  in  a  timely fashion or will not suffer a year 2000 business
disruption  that  may  adversely  affect  the  Company's financial condition and
results  of  operations.

     Although  the  Company's efforts to remedy year 2000 issues are expected to
be  completed  prior  to any potential disruption to the Company's business, the
Company  is  developing several contingency plans to implement in the event that
the  transition  to  the  year  2000  becomes  difficult.

     The  discussion above contains forward-looking statements.  Such statements
are  based on the Company's current estimates, assumptions and opinions, and are
subject  to  various uncertainties that could cause the actual results to differ
materially  from  the Company's expectations.  Such uncertainties include, among
others,  costs to be incurred, the success of the Company in identifying systems
and  applications  that  are  not  year 2000 compliant, the nature and amount of
programming  required  to  upgrade  or  replace each of the affected systems and
applications,  the  availability  of  qualified personnel, consultants and other
resources,  and  the  success of the year 2000 conversion efforts of significant
third  parties.






                                       27
<PAGE>

REGULATION

     The  Company  is  subject  to  regulation  and supervision by the insurance
regulatory  agencies  of  the  states  in  which  it  is  authorized to transact
business.  State  insurance  laws  establish  supervisory  agencies  with  broad
administrative  and  supervisory  powers.  Principal  among  these  powers  are
granting  and  revoking  licenses to transact business, regulating marketing and
other  trade  practices,  operating  guaranty  associations,  licensing  agents,
approving  policy  forms, regulating certain premium rates, regulating insurance
holding  company  systems,  establishing  reserve  and  valuation  requirements,
including  risk  based capital measurements, prescribing the form and content of
required  financial statements and reports, performing financial, market conduct
and other examinations, determining the reasonableness and adequacy of statutory
capital  and  surplus, defining acceptable accounting principles, regulating the
type,  valuation and amount of investments permitted, and limiting the amount of
dividends  that can be paid and the size of transactions that can be consummated
without first obtaining regulatory approval.  In general, such regulation is for
the  protection  of  policyholders  rather  than  security  holders.

     Insurance  companies,  including  the  Company,  are  subject  to  laws and
regulations  designed  to  reduce  the  risk  of insolvencies and market conduct
violations  including  investment  reserve  requirements  and risk-based capital
("RBC")  standards.  The  NAIC  and  many  states  are  also  in  the process of
developing  and  adopting  a codification of insurance accounting principles and
new investment standards.  The NAIC is also developing model laws or regulations
relating to, among other things, product design, product reserving standards and
illustrations  for  annuity products.  The Company is monitoring developments in
this  area  and  the  effects  any  changes  would  have  on  the  Company.

     The  RBC standards consist of formulas which establish capital requirements
relating  to  insurance, business, assets and interest rate risks. The standards
are  intended to help identify companies which are under-capitalized and require
specific  regulatory  actions  in  the event an insurer's RBC is deficient.  The
Company  has  more  than  enough  statutory  capital  to  meet  the  NAIC's  RBC
requirements  as of the most recent calendar year end.  The State of Arizona has
adopted  these  RBC  standards  and the Company is in compliance with such laws.
Further,  for  statutory reporting purposes, the annuity reserves of the Company
are  calculated in accordance with statutory requirements and are adequate under
current  cash-flow  testing  models.

     Federal legislation has been recently enacted allowing combinations between
insurance  companies,  banks and other entities. It is not yet known what effect
this  legislation  will  have  on insurance companies. In addition, from time to
time,  Federal  initiatives  are  proposed  that  could  affect  the  Company's
businesses.  Such  initiatives include employee benefit plan regulations and tax
law  changes affecting the taxation of insurance companies and the tax treatment
of  insurance  and  other investment products. Proposals made in recent years to
limit the tax deferral of annuities or otherwise modify the tax rules related to
the  treatment  of  annuities  have  not  been  enacted.  While  certain  of the
proposals,  if  implemented, could have an adverse effect on the Company's sales
of  affected  products,  and,  consequently,  on  its results of operations, the
Company  believes  these  proposals  have  a  small likelihood of being enacted,
because  they would discourage retirement savings and there is strong public and
industry  opposition  to  them.

     SunAmerica  Asset  Management  Corp.,  a  subsidiary  of  the  Company,  is
registered  with  the  SEC  as  an  investment  adviser  under  the  Investment

                                       28

<PAGE>
Advisers  Act  of  1940.  The  mutual  funds  that  it  markets  are  subject to
regulation  under  the  Investment  Company  Act  of  1940.  SunAmerica  Asset
Management  Corp. and the mutual funds are subject to regulation and examination
by  the  SEC.  In addition, variable annuities and the related separate accounts
of  the Company are subject to regulation by the SEC under the Securities Act of
1933  and  the  Investment  Company  Act  of  1940.

     The  Company's  broker-dealer  subsidiaries  are  subject to regulation and
supervision by the states in which they transact business, as well as by the SEC
and  the  National  Association of Securities Dealers ("NASD").  The SEC and the
NASD have broad administrative and supervisory powers relative to all aspects of
business  and  may  examine each subsidiary's business and accounts at any time.
The SEC also has broad jurisdiction to oversee various activities of the Company
and  its  other  subsidiaries.

















































                                       29

<PAGE>
           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The  quantitative  and  qualitative  disclosures  about  market  risk  are
contained in the Asset-Liability Matching section of Management's Discussion and
Analysis  of  Financial  Condition  and Results of Operations on pages 24 and 25
herein.




                                         30
<PAGE>
                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
                                OTHER INFORMATION


Item  1.  Legal  Proceedings
          ------------------

  Not  applicable.

Item  2.  Changes  in  Securities
          -----------------------

  Not  applicable.

Item  3.  Defaults  Upon  Senior  Securities
          ----------------------------------

  Not  applicable.

Item  4.  Submissions  of  Matters  to  a  Vote  of  Security  Holders
          ------------------------------------------------------------

  Not  applicable.

Item  5.  Other  Information
          ------------------

  Not  applicable.

Item  6.  Exhibits  and  Reports  on  Form  8-K
          -------------------------------------


EXHIBITS

Exhibit
  No.                             Description
-----                             -----------

10(a)     Subordinated  Loan  Agreement  for Equity Capital dated August 9, 1999
between  the  Company's  subsidiary,  SunAmerica  Capital  Services  Inc.,  and
SunAmerica  Inc. ("SAI"), defining SAI's rights with respect to the 8% notes due
September  30,  2002.

27        Financial  Data  Schedule.

REPORTS  ON  FORM  8-K

There  were  no  Current Reports on Form 8-K filed during the three months ended
September  30,  1999.






















                                       31

<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities and Exchange Act of 1934,
the  Registrant  has  duly  caused this report to be signed on its behalf by the
undersigned,  thereunto  duly  authorized.


                              ANCHOR  NATIONAL  LIFE  INSURANCE  COMPANY
                              ------------------------------------------
                              Registrant



Date:  November  15,  1999    /s/  SCOTT  L.  ROBINSON
--------------------------    ------------------------
                              Scott  L.  Robinson
                              Senior  Vice  President  and  Director
                              (Principal  Financial  Officer)



Date:  November  15,  1999    /s/  N.  SCOTT  GILLIS
--------------------------    ----------------------
                              N.  Scott  Gillis
                              Senior  Vice  President  and  Controller
                              (Principal  Accounting  Officer)







































                                       32
<PAGE>
                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
                             LIST OF EXHIBITS FILED

Exhibit
  No.     Description
-----     -----------

10(a)     Subordinated  Loan  Agreement  for Equity Capital dated August 9, 1999
between  the  Company's  subsidiary,  SunAmerica  Capital  Services  Inc.,  and
SunAmerica  Inc. ("SAI"), defining SAI's rights with respect to the 8% notes due
September  30,  2002.

27     Financial  Data  Schedule



                                       33