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                                                EXHIBIT 4(y)

                              [FRONT SIDE OF NOTE]
SUNAMERICA INC.
9.95% Debenture due August 1, 2008
Number
R-1
CUSIP 866930 AK 6

     Unless and until this certificate is exchanged in whole or in part for
Debentures in definitive registered form, this Debenture may not be transferred
except as a whole by The Depository Trust Company, a New York corporation
("DTC"), to its nominee or by its nominee to DTC or another nominee of DTC or
by DTC or any such nominee to a successor Depositary or a nominee of such
successor Depositary. Any certificate issued in exchange herefor shall be
registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment in respect hereof shall be
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC).

     SUNAMERICA INC., a Maryland corporation (the "Issuer", which term includes
any successor corporation under the Senior Indenture hereafter referred to),
for value received, hereby promises to pay to Cede & Co. or registered assigns,
at the office or agency of the Issuer in the Borough of Manhattan, The City of
New York, or at such other locations as the Issuer may from time to time
designate, the principal sum of SEVENTY-THREE MILLION TWO HUNDRED NINE THOUSAND
DOLLARS ($73,209,000) on August 1, 2008, in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts, and to pay interest, semi-annually on
February 1 and August 1 of each year, commencing February 1, 1999, on said
principal sum at said office or agency, in like coin or currency, at the rate
per annum specified in the title of this Debenture, from the February 1 or the
August 1, as the case may be, next preceding the date of this Debenture to
which interest has been paid or duly provided for, unless the date hereof is a
date to which interest has been paid or duly provided for, in which case from
the date of this Debenture, or unless no interest has been paid on this
Debenture or duly provided for, in which case from August 1, 1998, until
payment of said principal sum has been made or duly provided for; provided,
that payment of interest may be made at the option of the Issuer by check
mailed by first class mail to the address of the person entitled thereto as
such address shall appear on the Security register. Notwithstanding the
foregoing, if the date hereof is after January 15 or July 15, as the case may
be, and before the following February 1, or August 1, this Debenture shall bear
interest from such February 1 or August 1; provided, that if the Issuer shall
default in the payment of interest due on such February 1 or August 1, then
this Debenture shall bear interest from the next preceding February 1 or August
1, to which interest has been paid or duly provided for or, if no interest has
been paid on this Debenture or duly provided for, from August 1, 1998. The
interest so payable on any February 1 or August 1 will, subject to certain
exceptions provided in the Senior Indenture referred to on the reverse hereof,
be paid to the person in whose name this Debenture (for one or more predecessor
Debentures) is registered at the close of business on the January 15 or July 15
(whether or not a Business Day), as the case may be, next preceding such
February 1 or August 1.

     Reference is made to the further provisions of this Debenture set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.

     This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been executed by the
Trustee under the Senior Indenture referred to on the reverse hereof by manual
signature.

     IN WITNESS WHEREOF, SunAmerica Inc. has caused this instrument to be signed
by facsimile by one of its duly authorized officers and has caused a facsimile
of its corporate seal to be affixed hereunto or imprinted hereon.

Dated: August 19, 1998

                              TRUSTEE'S CERTIFICATE
                                OF AUTHENTICATION


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     This is one of the Securities referred to in the within-mentioned Senior
Indenture.

                                   THE FIRST NATIONAL BANK OF CHICAGO,
                                         as Trustee


                                   /s/  [Illegible]
                                   ----------------------------------------
                                   AUTHORIZED SIGNATORY   TRUST OFFICER


                                   SUNAMERICA INC.


                                   /s/  James R. Belardi
                                   ----------------------------------------
                                                  EXECUTIVE VICE PRESIDENT


                                [REVERSE OF NOTE]

 SUNAMERICA INC.
 9.95% Debenture due August 1, 2008

     This Debenture is one of a duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness of the Issuer (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to a senior indenture dated as of November 15, 1991 (herein
called the "Senior Indenture"), duly executed and delivered by the Issuer to
The First National Bank of Chicago, as Trustee (herein called the "Trustee"),
to which Senior Indenture and all indentures supplemental thereto reference is
hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Issuer and
the Holders of the Securities. The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), may be
subject to different sinking, purchase or analogous funds (if any) and may
otherwise vary as provided in the Senior Indenture. This Debenture is one of a
series designated as the 9.95% Debentures due August 1, 2008 (the "Debentures")
of the Issuer, limited in aggregate principal amount to $100,000,000.

     Except as otherwise provided in the Senior Indenture, this Debenture will
be issued in global form only registered in the name of the Depositary or its
nominee. This Debenture will not be issued in definitive form, except as
otherwise provided in the Senior Indenture, and ownership of this Debenture
shall be maintained in book-entry form by the Depositary for the accounts of
participating organizations of the Depositary.

     In case an Event of Default with respect to the Debentures shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Senior Indenture.

     The Senior Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of all series issued under such
Senior Indenture then Outstanding and affected, voting as one class, to add any
provisions to, or change in any manner or eliminate any of the provisions of,
such Senior Indenture or modify in any manner the rights of the Holders of the
Securities of each series so affected; provided that the Issuer and the Trustee
may not, without the consent of the Holder of each outstanding Security
affected thereby, (i) extend the stated maturity of the principal of any
Security, or reduce the principal amount thereof or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption thereof or change the currency in which the principal thereof
(including any amount in respect of original issue discount) or interest
thereon is payable or reduce the amount of any original issue discount security
payable upon acceleration or provable in bankruptcy or impair the right to
institute suit for the enforcement of any payment on any Security when due or
(ii) reduce the aforesaid percentage in principal amount of Securities of any


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series issued under such Senior Indenture, the consent of the Holders of which
is required for any such modification. It is also provided in the Senior
Indenture that, with respect to certain defaults or Events of Default regarding
the Securities of any series, prior to any declaration accelerating the
maturity of such Securities, the Holders of a majority in aggregate principal
amount Outstanding of the Securities of such series (or, in the case of certain
defaults or Events of Default, all or certain series of the Securities) may on
behalf of the Holders of all the Securities of such series (or all or certain
series of the Securities, as the case may be) waive any such past default or
Event of Default and its consequences. The preceding sentence shall not,
however, apply to a default in the payment of the principal of or interest on
any of the Securities. Any such consent or waiver by the Holder of this
Debenture (unless revoked as provided in the Senior Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of this Debenture and any Debentures which may be issued in exchange or
substitution herefor or on registration of transfer hereof, irrespective of
whether or not any notation thereof is made upon this Debenture or such other
Debentures.

     No reference herein to the Senior Indenture and no provision of this
Debenture or of the Senior Indenture shall alter or impair the obligation of
the Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Debenture in the manner, at the respective times, at the rate
and in the coin or currency herein prescribed.

     The Debentures are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple thereof at the office or
agency of the Issuer in the Borough of Manhattan, The City of New York, or at
such other locations as the Issuer may from time to time designate, and in the
manner and subject to the limitations provided in the Senior Indenture, but
without the payment of any service charge, Debentures may be exchanged for a
like aggregate principal amount of Debentures of other authorized
denominations.

     The Debentures are not redeemable prior to maturity and are not entitled
to any sinking fund.

     Upon due presentment for registration of transfer of this Debenture at the
office or agency of the Issuer in the Borough of Manhattan, The City of New
York, or at such other locations as the Issuer may from time to time designate,
a new Debenture or Debentures of authorized denominations for an equal
aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Senior Indenture, without
charge except for any tax or other governmental charge imposed in connection
therewith.

     The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the registered Holder hereof as the absolute owner
of this Debenture (whether or not this Debenture shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal hereof and
subject to the provisions on the face hereof, interest hereon, and for all
other purposes, and none of the Issuer, the Trustee or any authorized agent of
the Issuer or the Trustee shall be affected by any notice to the contrary.

     No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Senior Indenture or any indenture supplemental thereto or in any
Debenture, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, of the Issuer or of any successor corporation, either directly or through
the Issuer or any successor corporation, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance hereof and as part of the consideration
for the issue hereof.

     This Debenture shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.

     Terms used herein which are defined in the Senior Indenture shall have the
respective meanings assigned thereto in the Senior Indenture.


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                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.

      TEN COM - as tenants in common
      TEN ENT - as tenants by the entireties
      JT TEN - as joint tenants with right of survivorship and not
               as tenants in common

 UNIF GIFT MIN ACT-_____________Custodian____________
                     (Cust)                 (Minor)

  Under Uniform Gifts to Minors
   Act_______________________________________________
                       (State)

     Additional abbreviations may also be used though not in the above list.

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

_______________________________________________________________________________
_______________________________________________________________________________


     PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE

_______________________________________________________________________________

the within Debenture and all rights thereunder, hereby irrevocably constituting
and appointing such person attorney to transfer such note on the books of the
Issuer, with full power of substitution in the premises.

Dated:________________________ Signed:__________________________________________

     NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Debenture in every particular without
attention or enlargement or any change whatsoever. 

Signature Guarantee:____________________________________________________________