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                                                        EXHIBIT 3(j)
                                                               
                              STATE OF MARYLAND
                                                                   512294

                             STATE DEPARTMENT OF
                           ASSESSMENTS AND TAXATION
              301 West Preston Street, Baltimore, Maryland 21201

                                            DATE:  February 18, 1997

     This is to advise you that the Articles of Amendment for SunAmerica Inc.
were received and approved for record on February 18, 1997 at 2:43 P.M.

FEE PAID: $3,550.00

                                SUNAMERICA INC.
                     
                            ARTICLES OF AMENDMENT

     SunAmerica Inc., a Maryland corporation, having its principal office in
the State of Maryland in Baltimore City, Maryland (which is hereinafter
called the "Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:

     FIRST:     The Charter of the Corporation is hereby amended by striking
out the first paragraph of Article Fifth of the Chapter and inserting in lieu
thereof the following:

                ARTICLES FIFTH:  the total number of shares of stock of all
classes which the Corporation has authority to issue is 410,000,000 shares,
which consists of 350,000,000 shares of Common Stock of the par value of One
Dollar ($1) each for an aggregate par value of Three Hundred Fifty Million
Dollars ($350,000,000), 25,000,000 shares of Nontransferable Class B Stock of
the par value of One Dollar ($1) each for an aggregate par value of Twenty-
Five Million Dollars ($25,000,000), 15,000,000 shares of Transferable Class
B Stock of the par value of One Dollar ($1) each for an aggregate par value
of Fifteen Million Dollars ($15,000,000), and 20,000,000 shares of Preferred
Stock without par value.

     SECOND:  (a) As of immediately before this amendment, the total number
of shares of stock of all classes which the Corporation has authority to
issue is 235,000,000 shares of which 175,000,000 shares are Common Stock (par
value $1.00 per shares), 25,000,000 shares are Nontransferable Class B Stock
(par value of $1.00 per share), 15,000,000 shares of Transferable Class B
Stock (par value $1.00 per share), and 20,000,000 shares of Preferred Stock
(without par value).

          (b) As amended, the total number of shares of stock of all classes
which the Corporation has authority to issue is 410,000,000 shares, of which
350,000,000 shares are Common stock (par value $1.00 per share), 25,000,000
shares are Nontransferable Class B Stock (par value $1.00 per share),
15,000,000 shares are Transferable Class B Stock (par value $1.00 per share)
and 20,000,000 shares are Preferred Stock (without par value).

          (c)  The aggregate par value of all shares having a par value is
$215,000,000 before the amendment and $390,000,000 as amended.

          (d)  The shares of stock of the Corporation are divided into
classes, but the descriptions of each class of stock of the Corporation are
not changed by the amendment.

     THIRD:  The foregoing amendment to the Charter of the Corporation has
been advised by the Board of Directors and approved by the stockholders of
the Corporation.

    




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      IN WITNESS WHEREOF, SunAmerica Inc. has caused these presents to be
signed in its name and on its behalf by its Vice Chairman and witnessed by
its Secretary on February 14, 1997.

                                       SUNAMERICA INC.


                                         /s/ Jay S. Wintrob
                                      By:---------------------              
                                          Jay W. Wintrob
                                          Vice Chairman


WITNESS:


/s/ Susan L. Harris
-----------------------
Susan L. Harris
Secretary


          THE UNDERSIGNED, Vice Chairman of SunAmerica Inc., who executed on
behalf of the Corporation the foregoing Articles of Amendment of which this
Certificate is made a part, hereby acknowledges in the name and on behalf of
said Corporation the foregoing Articles of Amendment to be the corporate act
of said Corporation and hereby certifies that to the best of his knowledge,
information, and belief the matters and facts set forth therein with respect
to the authorization and approval thereof are true in all material respects
under the penalties of perjury.
                                   
                                      /s/ Jay S. Wintrob 
                                      -------------------------
                                      Jay S. Wintrob
                                      Vice Chairman