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

For the quarterly period ended March 31, 1997

                                     OR

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

      For the transition period from                   to                  
                                                

                      Commission File No.  33-5014     
                                          

                   FIRST SUNAMERICA LIFE INSURANCE COMPANY
                  

                 Incorporated in New York                   06-0992729       
                                                            IRS Employer 
                                                        Identification No.

733 Third Avenue, 4th Floor, New York, New York  10017
Registrant's telephone number, including area code (800) 272-3007


      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 registrants common stock on
May 15, 1997 was as follows:

Common Stock (par value $10,000.00 per share)            300 shares outstanding










<PAGE>
                   FIRST SUNAMERICA LIFE INSURANCE COMPANY

                                    INDEX



                                                                    Page
                                                                  Number(s)
                                                                  ---------

Part I - Financial Information

      Balance Sheet (Unaudited) - 
      March 31, 1997 and September 30, 1996                         3 - 4


      Income Statement (Unaudited) -
      Three Months and Six Months Ended 
      March 31, 1997 and 1996                                       5


      Statement of Cash Flows (Unaudited) -
      Six Months Ended March 31, 1997 and 1996                      6 - 7


      Note to Financial Statements (Unaudited) -                    8


      Management's Discussion and Analysis of Financial
      Condition and Results of Operations                           9 - 18


Part II - Other Information                                         19




















<PAGE>
<TABLE>
                    FIRST SUNAMERICA LIFE INSURANCE COMPANY
                        PART I - FINANCIAL INFORMATION
                         ITEM 1 - FINANCIAL STATEMENTS

                                 BALANCE SHEET
                                  (Unaudited)
<CAPTION>

                                                    March 31,    September 30,
                                                         1997             1996
                                               --------------   --------------
<S>                                           <C>              <C>            
ASSETS

Investments:
  Cash and short-term investments              $    2,364,000   $    6,707,000
  Bonds and notes available for sale, 
    at fair value (amortized cost:
      March 1997, $176,636,000; 
      September 1996, $146,908,000)               174,982,000      146,401,000
  Common stocks, at fair value (cost:
    March 1997 and September 1996, $0)                 29,000          129,000
                                               --------------   --------------
  Total investments                               177,375,000      153,237,000

Variable annuity assets                           103,228,000       68,901,000
Receivable from brokers for sales of
  securities                                        5,409,000              ---
Accrued investment income                           2,036,000        1,462,000
Deferred acquisition costs                         17,330,000       12,127,000
Income taxes currently receivable                     364,000          299,000
Other assets                                          817,000          842,000
                                               --------------   --------------
TOTAL ASSETS                                   $  306,559,000   $  236,868,000
                                               ==============   ==============














                             See accompanying note

                                       3
<PAGE>
                    FIRST SUNAMERICA LIFE INSURANCE COMPANY
                        PART I - FINANCIAL INFORMATION
                         ITEM 1 - FINANCIAL STATEMENTS

                           BALANCE SHEET (Continued)
                                  (Unaudited)
<CAPTION>
                                                    March 31,    September 30,
                                                         1997             1996
                                               --------------   --------------
<S>                                           <C>              <C>            
LIABILITIES AND SHAREHOLDER'S EQUITY

Reserves, payables and accrued liabilities:
  Reserves for fixed annuity contracts         $  176,623,000   $  140,613,000
  Payable to brokers for purchases of
    securities                                            ---        1,939,000
  Other liabilities                                 1,823,000          845,000
                                               --------------   --------------
  Total reserves, payables                                   
    and accrued liabilities                       178,446,000      143,397,000
                                               --------------   --------------
Variable annuity liabilities                      103,228,000       68,901,000
                                               --------------   --------------
Deferred income taxes                               1,540,000        1,350,000
                                               --------------   --------------
Shareholder's equity:
  Common Stock                                      3,000,000        3,000,000
  Additional paid-in capital                       14,428,000       14,428,000
  Retained earnings                                 6,778,000        5,973,000
  Net unrealized losses on debt and
    equity securities available for sale             (861,000)        (181,000)
                                               --------------   --------------
  Total shareholder's equity                       23,345,000       23,220,000
                                               --------------   --------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY     $  306,559,000   $  236,868,000
                                               ==============   ==============
</TABLE>












                             See accompanying note

                                       4
<PAGE>
<TABLE>
                    FIRST SUNAMERICA LIFE INSURANCE COMPANY
                        PART I - FINANCIAL INFORMATION
                   ITEM 1 - FINANCIAL STATEMENTS (Continued)

                               INCOME STATEMENT
       FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 1997 AND 1996
                                  (Unaudited)
<CAPTION>
                                                   Three Months                  Six Months
                                      -------------------------   -------------------------
                                             1997          1996          1997          1996
                                      -----------   -----------   -----------   -----------
<S>                                  <C>           <C>           <C>           <C>         
Investment income                     $ 3,208,000   $ 2,362,000   $ 6,101,000   $ 4,700,000
                                      -----------   -----------   -----------   -----------
Interest expense on:
  Fixed annuity contracts              (2,481,000)   (1,706,000)   (4,738,000)   (3,361,000)
  Senior indebtedness                         ---        (4,000)          ---        (4,000)
                                      -----------   -----------   -----------   -----------
Total interest expense                 (2,481,000)   (1,710,000)   (4,738,000)   (3,365,000)
                                      -----------   -----------   -----------   -----------
NET INVESTMENT INCOME                     727,000       652,000     1,363,000     1,335,000
                                      -----------   -----------   -----------   -----------
NET REALIZED INVESTMENT GAINS
  (LOSSES)                                 66,000       103,000       525,000      (528,000)
                                      -----------   -----------   -----------   -----------
VARIABLE ANNUITY FEE INCOME               369,000       145,000       661,000       271,000
                                      -----------   -----------   -----------   -----------
Other income and expenses:
  Surrender charges                        58,000        46,000       114,000        76,000
  General and administrative 
    expenses                             (351,000)     (335,000)     (670,000)     (722,000)
  Amortization of deferred 
    acquisition costs                    (294,000)     (126,000)     (596,000)     (252,000)
  Annual commissions                       (5,000)       (5,000)       (9,000)       (7,000)
  Other, net                              (53,000)        5,000       (91,000)      (33,000)
                                      -----------   -----------   -----------   -----------
TOTAL OTHER INCOME AND EXPENSES          (645,000)     (415,000)   (1,252,000)     (938,000)
                                      -----------   -----------   -----------   -----------
PRETAX INCOME                             517,000       485,000     1,297,000       140,000

Income tax expense                       (176,000)     (177,000)     (492,000)      (49,000)
                                      -----------   -----------   -----------   -----------
NET INCOME                            $   341,000   $   308,000   $   805,000   $    91,000
                                      ===========   ===========   ===========   ===========




                                      See accompanying note

                                       5
<PAGE>
                    FIRST SUNAMERICA LIFE INSURANCE COMPANY
                        PART I - FINANCIAL INFORMATION
                   ITEM 1 - FINANCIAL STATEMENTS (Continued)

                            STATEMENT OF CASH FLOWS
                                  (Unaudited)

<CAPTION>
                                                   Six Months Ended March 31,
                                              -------------------------------
                                                      1997               1996
                                              ------------       ------------
<S>                                          <C>                <C>          
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                  $    805,000       $     91,000
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Interest credited to fixed annuity 
        contracts                                4,738,000          3,361,000
      Net realized investment (gains) losses      (524,000)           528,000
      Amortization of net premiums
        (discounts) on investments                 (61,000)           144,000
      Amortization of goodwill                      29,000             29,000
      Provision for deferred income taxes          557,000            248,000
  Change in:
    Deferred acquisition costs                  (5,003,000)        (2,405,000)
    Income taxes receivable/payable                (65,000)          (228,000)
  Other, net                                      (218,000)          (128,000)
                                              ------------       ------------
NET CASH PROVIDED BY OPERATING 
  ACTIVITIES                                       258,000          1,640,000
                                              ------------       ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of bonds and notes                 (57,883,000)       (63,896,000)
  Sales of:
    Bonds and notes                             14,614,000         39,400,000
    Common stock                                   139,000                ---
  Redemptions and maturities of:
    Bonds and notes                              6,639,000          5,224,000
    Mortgage loans                                     ---             18,000
                                              ------------       ------------
NET CASH USED BY INVESTING ACTIVITIES          (36,491,000)       (19,254,000)
                                              ------------       ------------









                             See accompanying note

                                       6
<PAGE>
                    FIRST SUNAMERICA LIFE INSURANCE COMPANY
                        PART I - FINANCIAL INFORMATION
                   ITEM 1 - FINANCIAL STATEMENTS (Continued)

                      STATEMENT OF CASH FLOWS (Continued)
                                  (Unaudited)
<CAPTION>

                                                   Six Months Ended March 31,
                                              -------------------------------
                                                      1997               1996
                                              ------------       ------------
<S>                                          <C>                <C>          
CASH FLOWS FROM FINANCING ACTIVITIES:
  Premium receipts on fixed annuity 
    contracts                                 $ 46,148,000       $ 20,494,000
  Net exchanges from the fixed accounts                                      
    of variable annuity contracts               (8,331,000)        (1,231,000)
  Withdrawal payments on fixed annuity 
    contracts                                   (4,779,000)        (3,908,000)
  Claims and annuity payments on fixed
    annuity contracts                           (1,809,000)        (1,467,000)
  Net receipts from (repayments of) other
    short-term financings                          661,000           (548,000)
                                              ------------       ------------

NET CASH PROVIDED BY FINANCING ACTIVITIES       31,890,000         13,340,000
                                              ------------       ------------
NET DECREASE IN CASH AND 
  SHORT-TERM INVESTMENTS                        (4,343,000)        (4,274,000)

CASH AND SHORT-TERM INVESTMENTS AT 
  BEGINNING OF PERIOD                            6,707,000          6,382,000
                                              ------------       ------------
CASH AND SHORT-TERM INVESTMENTS AT 
  END OF PERIOD                               $  2,364,000        $ 2,108,000
                                              ============       ============

SUPPLEMENTAL CASH FLOW INFORMATION:

  Interest paid on indebtedness               $        ---        $     4,000
                                              ============       ============
  Income taxes paid                           $        ---        $    30,000
                                              ============       ============
</TABLE>










                             See accompanying note

                                       7
<PAGE>
                    FIRST SUNAMERICA LIFE INSURANCE COMPANY
                        PART I - FINANCIAL INFORMATION
                   ITEM 1 - FINANCIAL STATEMENTS (continued)

                        NOTES TO FINANCIAL STATEMENTS
                                 (Unaudited)


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

First SunAmerica Life Insurance Company (the "Company") is an indirect wholly
owned subsidiary of SunAmerica Inc. (the "Parent").  In the opinion of the
Company, the accompanying unaudited financial statements contain all
adjustments (consisting of only normal recurring accruals) necessary to present
fairly the Company's financial position as of March 31, 1997 and September 30,
1996, the results of its operations for the three months and six months ended
March 31, 1997 and 1996 and its cash flows for the six months ended March 31,
1997 and 1996.  The results of operations for the three months and six months
ended March 31, 1997 are not necessarily indicative of the results to be
expected for the full year.  The accompanying unaudited financial statements
should be read in conjunction with the audited financial statements for the
fiscal year ended September 30, 1996, contained in the Company's 1996 Annual
Report on Form 10-K.  Certain items have been reclassified to conform to the
current period's presentation.






























                                      8


<PAGE>
                   FIRST SUNAMERICA LIFE INSURANCE COMPANY
                       PART I - FINANCIAL INFORMATION
                ITEM 2 - 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 First SunAmerica Life Insurance Company (the "Company") for
the three months and six months ended March 31, 1997 and 1996 follows.  In
connection with, and because it desires to take advantage of, the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, the Company
cautions readers regarding certain forward-looking statements contained in the
following discussion 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.  In particular, 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 or projected levels of sales and redemptions of the
Company's products, investment spreads and yields, or the earnings and
profitability of the Company's activities.

      Forward-looking statements are necessarily based upon 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, with respect to future business decisions,
are subject to change.  These uncertainties and contingencies can affect actual
results and 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 events or
developments, some of which may be national in scope, such as general economic
conditions and changes in interest rates, some of which may be related to the
insurance industry generally, such as pricing competition, regulatory
developments and industry consolidation, and others of which may relate to the
Company specifically, such as credit, volatility and other risks associated
with the Company's investment portfolio, and other factors.  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 $0.3 million in both the second quarter of 1997 and
the second quarter of 1996.  For the six months, net income amounted to $0.8
million in 1997, compared with $0.1 million in 1996.

      PRETAX INCOME totaled $0.5 million in both the second quarter of 1997 and
1996.  For the six months, pretax income totaled $1.3 million in 1997, compared
with $0.1 million in 1996.  This $1.2 million improvement in the six months of
1997 primarily resulted from net realized investment gains of $0.5 million,
compared to net realized investment losses of $0.5 million in the six months
of 1996.  Pretax income was also favorably impacted by an increase in variable
annuity fees, partially offset by increased amortization of deferred
acquisition costs. 

                                      9
<PAGE>
      NET INVESTMENT INCOME, which is the spread between the income earned on
invested assets and the interest paid on fixed annuities, totaled $0.7 million
in the second quarters of both 1997 and 1996.  These amounts represented 1.65%
on average invested assets (computed on a daily basis) of $176.3 million in the
second quarter of 1997 and 2.00% on average invested assets of $130.2 million
in the second quarter of 1996.  For the six months, net investment income
totaled $1.4 million in 1997 and $1.3 million in 1996, and represented 1.62%
on average invested assets of $168.4 million in 1997 and 2.10% on average
invested assets of $127.4 million in 1996.

      Net investment income also included the effect of income earned on the
excess of average invested assets over average interest-bearing liabilities. 
This excess amounted to $9.0 million in the second quarter of 1997, $14.4
million in the second quarter of 1996, $10.0 million in the six months of 1997
and $15.0 million in the six months of 1996.  The difference between the
Company's yield on average invested assets and the rate paid on average
interest-bearing liabilities was 1.35% in the second quarter of 1997, 1.36% in
the second quarter of 1996, 1.27% in the six months of 1997 and 1.40% in the
six months of 1996.  

      Investment income totaled $3.2 million in the second quarter of 1997, up
from $2.4 million in the second quarter of 1996.  For the six months,
investment income amounted to $6.1 million in 1997, up from $4.7 million in
1996.  These amounts represent yields on average invested assets of 7.28% and
7.26% in the second quarters of 1997 and 1996, respectively, and 7.25% and
7.38% in the six months of 1997 and 1996, respectively.  Investment income
increased primarily as a result of higher levels of average invested assets.

      Total interest expense aggregated $2.5 million in the second quarter of
1997 and $1.7 million in the second quarter of 1996.  For the six months,
interest expense aggregated $4.7 million in 1997, compared with $3.4 million
in 1996.  The average rate paid on fixed annuity contracts was 5.93% in the
second quarter of 1997, compared with 5.91% in the second quarter of 1996.  For
the six months, the average rate paid on fixed annuities was 5.98% in both 1997
and 1996.  Fixed annuity contracts averaged $167.3 million during the second
quarter of 1997, $115.6 million during the second quarter of 1996, $158.5
million during the six months of 1997 and $112.3 million during the six months
of 1996.
 
      The growth in average invested assets in 1997 reflects sales of the
Company's fixed-rate products, principally the fixed accounts of variable
annuity products.  Since March 31, 1996, fixed annuity premiums have aggregated
$71.1 million.  Fixed annuity premiums totaled $20.3 million in the second
quarter of 1997, $15.2 million in the second quarter of 1996, $46.1 million in
the six months of 1997 and $20.5 million in the six months of 1996.  These
premiums include premiums for the fixed accounts of variable annuities totaling
$20.1 million, $14.8 million, $45.7 million and $16.5 million, respectively. 
The increases in premiums for the fixed accounts of variable annuities resulted
primarily from greater inflows into the one-year fixed account of the Company's
Polaris product.  The Company has observed that many purchasers of its variable
annuity contracts allocate new premiums to the one-year fixed account and
concurrently elect the option to dollar cost average into one or more variable
funds.  Accordingly, the Company anticipates that it will see a large portion
of these premiums transferred into the variable funds.



                                     10
<PAGE>
      NET REALIZED INVESTMENT GAINS (LOSSES) totaled $0.1 million of gains in
the second quarters of both 1997 and 1996.  For the six months, net realized
investment gains/(losses) totaled $0.5 million of gains in 1997, compared with
$0.5 million of losses in 1996.  Such gains and losses primarily comprise net
gains and losses on sales of bonds which were generally made to maximize total
return.

      VARIABLE ANNUITY FEES are based on the market value of assets supporting
variable annuity contracts in separate accounts.  Such fees totaled $0.4
million in the second quarter of 1997 and $0.1 million in the second quarter
of 1996.  For the six months, variable annuity fees totaled $0.7 million in
1997, compared with $0.3 million in 1996.  These increases in 1997 reflect
growth in average variable annuity assets, due to increased market values, net
exchanges into the separate accounts from the fixed account of variable annuity
contracts and the receipt of variable annuity premiums, partially offset by
surrenders.  Variable annuity assets averaged $97.0 million during the second
quarter of 1997 and $39.6 million during the second quarter of 1996.  For the
six months, variable annuity assets averaged $87.3 million in 1997, compared
with $36.8 million in 1996.  Variable annuity premiums, which exclude premiums
allocated to the fixed accounts of variable annuity products, have aggregated
$44.3 million since March 31, 1996.  Variable annuity premiums increased to
$14.4 million in  the  second quarter of 1997 from $7.8 million in the second
quarter of 1996.  For the six months, variable annuity premiums totaled $25.8
million in 1997, compared with $10.1 million in 1996.  These increases may be
attributed, in part, to market share gains through enhanced distributions, as
well as strong demand for equity investments, principally as a result of
generally favorable market conditions.  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.

      SURRENDER CHARGES on fixed and variable annuities totaled $58,000 in the
second quarter of 1997, $46,000 in the second quarter of 1996, $114,000 in the
six months of 1997 and $76,000 in the six months of 1996.  Surrender charges
generally are assessed on annuity withdrawals at declining rates during the
first five to seven years of an annuity contract.  Withdrawal payments, which
include surrenders and lump-sum annuity benefits, totaled $3.4 million in the
second quarter of 1997 and $2.9 million in the second quarter of 1996. 
Annualized, these payments represent 5.25% and 7.97%, respectively, of average
fixed and variable annuity reserves.  For the six months, withdrawal payments
totaled $7.2 million in 1997 and $5.1 million in 1996, and annualized,
represent 6.05% and 7.37%, respectively, of average fixed and variable annuity
reserves.  Withdrawals include variable annuity payments from the separate
accounts totaling $1.0 million in the second quarter of 1997, $0.4 million in
the second quarter of 1996, $2.4 million in the six months of 1997 and $1.2
million in the six months of 1996.  Although variable annuity surrenders have
increased for the six months, principally as a result of growth in the variable
annuity separate accounts, variable annuity withdrawal rates have declined. 
Variable annuity surrenders represent 5.49% and 6.72%, respectively, of average
variable annuity liabilities in the six months of 1997 and 1996.  Management
anticipates that withdrawal rates will gradually increase in the foreseeable
future.

      GENERAL AND ADMINISTRATIVE EXPENSES totaled $0.4 million in the second
quarter of 1997 and $0.3 million in the second quarter of 1996.  For the six
months, general and administration expenses totaled $0.7 million in both 1997

                                     11
<PAGE>
and 1996.  Expenses remain closely controlled through a company-wide cost
containment program and continue to represent approximately 1% of average total
assets.

      AMORTIZATION OF DEFERRED ACQUISITION COSTS totaled $0.3 million in the
second quarter of 1997 and $0.1 million in the second quarter of 1996.  For the
six months, such amortization totaled $0.6 million in 1997, compared with $0.3
million in 1996.  Increases in amortization were primarily due to additional
fixed and variable annuity sales and the subsequent amortization of related
deferred commissions and other acquisition costs.  Such increases are expected
to continue for the foreseeable future.

      ANNUAL COMMISSIONS represent renewal commissions paid quarterly in
arrears to maintain the persistency of certain of the Company's annuity
contracts.  Annual commissions totaled $5,000 in the second quarters of both
1997 and 1996, $9,000 in the six months of 1997 and $7,000 in the six months
of 1996.  Based on current sales, the Company estimates that such annual
commssions will increase in future periods.

      INCOME TAX EXPENSE totaled $176,000 in the second quarter of 1997 and
$177,000 in the second quarter of 1996, representing effective annualized tax
rates of 34% and 36%, respectively.  For the six months, income tax expense
totaled $492,000 in 1997 and $49,000 in 1996, representing effective tax rates
of 38% and 35%, respectively.  The differing tax rates in 1997 reflected
changes in state income tax expense.

FINANCIAL CONDITION AND LIQUIDITY

      SHAREHOLDER'S EQUITY decreased by $0.9 million to $23.3 million at
March 31, 1997 from $24.2 million at December 31, 1996, primarily as a result
of the $0.9 million net unrealized loss on debt and equity securities available
for sale recorded at March 31, 1997, a $1.2 million swing from the $0.3 million
net unrealized gain recorded at December 31, 1996, partially offset by the $0.3
million of net income recorded in the second quarter of 1997.

      TOTAL ASSETS increased by $31.2 million to $306.6 million at March 31,
1997 from $275.4 million at December 31, 1996, principally due to a $17.8
million increase in the separate accounts for variable annuities primarily as
a result of sales of the Company's Polaris variable annuity product and a $5.0
million increase in invested assets.

      INVESTED ASSETS at March 31, 1997 totaled $177.4 million, compared with
$172.4 million at December 31, 1996.  This $5.0 million increase primarily
resulted from sales of fixed annuities, partially offset by $1.6 million of net
unrealized losses on debt and equity securities available for sale, compared
to $0.6 million of net unrealized gains on debt and equity securities available
for sale at December 31, 1996.

      The Company manages all of its invested assets internally.  The Company's
general investment philosophy is to hold fixed maturity 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 and notes (the "Bond
Portfolio") is available to be sold in response to changes in market interest
rates, changes in prepayment risk, the Company's need for liquidity and other
similar factors.


                                     12
<PAGE>
      THE BOND PORTFOLIO had an aggregate amortized cost that exceeded its fair
value by $1.7 million at March 31, 1997.  At December 31, 1996, the fair value
of  the  Bond  Portfolio exceeded its amortized cost by $0.6 million.  The net
unrealized loss on the Bond Portfolio since December 31, 1996 principally
reflects higher relative prevailing interest rates at March 31, 1997 and their
corresponding effect on the fair value of the Bond Portfolio.

      All of the Bond Portfolio at March 31, 1997 was 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
under comparable statutory rating guidelines established by the National
Association of Insurance Commissioners ("NAIC") and implemented by either the
NAIC or the Company.  At March 31, 1997, approximately $169.4 million of the
Bond Portfolio (at amortized cost) was rated investment grade by one or more
of these agencies or by the Company or the NAIC, pursuant to applicable NAIC
guidelines, including $89.2 million of U.S. government/agency securities and
mortgage-backed securities ("MBSs").

      At March 31, 1997, the Bond Portfolio included $7.2 million (fair value,
$7.1 million) of bonds not rated investment grade by S&P, Moody's, DCR, Fitch
or the NAIC.  Based on their March 31, 1997 amortized cost, these non-
investment-grade bonds accounted for 2.4% of the Company's total assets and
4.0% of 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 intends that the proportion of its portfolio invested in such
securities not exceed current levels, but its policies may change from time to
time, including in connection with any possible acquisition.  The Company had
no material concentrations of non-investment-grade securities at March 31,
1997.  The table on the following page summarizes the Company's rated bonds by
rating classification.






















                                     13
<PAGE>
<TABLE>
                                          RATED BONDS BY RATING CLASSIFICATION
                                                 (Dollars in thousands)
<CAPTION>
                                                   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               Percent of   Estimated
  [DCR]/{Fitch}         Amortized          fair    category  Amortized           fair   Amortized     invested        fair
    category (1)             cost         value         (2)       cost          value        cost    assets(3)       value
----------------       -----------   ----------  ----------  ---------    -----------  ----------   ---------- ----------- 
  
<S>                   <C>           <C>         <C>         <C>          <C>          <C>          <C>        <C>       
AAA to A-
  (Aaa to A3)
  [AAA to A-]
  {AAA to A-}          $  126,787   $  125,852       1      $   7,948    $   8,021    $  134,735     75.27%   $  133,873
BBB+ to BBB-
  (Baa1 to Baa3)
  [BBB+ to BBB-]
  {BBB+ to BBB-}           28,648       27,995       2          6,027        5,957        34,675     19.37        33,952
BB+ to BB-
  (Ba1 to Ba3)
  [BB+ to BB-]
  {BB+ to BB-}                ---          ---       3            ---          ---           ---      0.00           ---
B+ to B- 
  (B1 to B3)
  [B+ to B-]
  {B+ to B-}                7,046        7,057       4            ---          ---         7,046      3.94         7,057
CCC+ to C
  (Caa to C)
  [CCC]
  {CCC+ to C-}                180          100       5            ---          ---           180      0.10           100
C1 to D
  [DD]
  {D}                         ---          ---       6            ---          ---           ---      0.00           ---
                       ----------   ----------             ----------   ----------    ----------              ----------
TOTAL RATED ISSUES     $  162,661   $  161,004             $   13,975   $   13,978    $  176,636              $  174,982
                       ==========   ==========             ==========   ==========    ==========              ==========
</TABLE>

Footnotes appear on the following page.















                                                           14
<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.  A substantial portion of the assets in the NAIC categories were
      rated by the Company pursuant to applicable NAIC rating guidelines.

(3)   At amortized cost.

















                                      15
<PAGE>
      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 maturities 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 maturities are priced over the
yield curve and general economic conditions.  Its portfolio strategy is
designed to achieve adequate risk-adjusted returns consistent with its
investment objectives of effective asset-liability matching, liquidity and
safety.

      The Company designs its fixed-rate products and conducts its investment
operations in order to closely match the duration of the assets in its
investment portfolio to its annuity obligations.  The Company seeks to achieve
a predictable spread between what it earns on its assets and what it pays on
its liabilities by investing principally in fixed-rate securities.  The
Company's fixed-rate products incorporate surrender charges or other
limitations on when contracts can be surrendered for cash to encourage
persistency.  Approximately 96% of the Company's fixed annuity reserves had
surrender penalties or other restrictions at March 31, 1997.

      As part of its asset-liability matching discipline, the Company conducts
detailed computer simulations that model its fixed-maturity assets and
liabilities under commonly used stress-test interest rate scenarios.  Based on
the results of these computer simulations, the investment portfolio has been
constructed with a view to maintaining a desired investment spread between the
yield on portfolio assets and the rate paid on its reserves under a variety of
possible future interest rate scenarios.  At March 31, 1997 the weighted
average life of the Company's investments was approximately 4.3 years and the
duration was approximately three.  Weighted average life is the average time
to receipt of all principal, incorporating the effects of scheduled
amortization and expected prepayments, weighted by book value.  Duration is a
common option-adjusted measure for the price sensitivity of a fixed-income
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 portfolio cashflows resulting from embedded
options such as prepayments and bond calls.  

      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 Reverse Repos is counterparty
risk.  The Company believes, however, that the counterparties to its Reverse
Repos are financially responsible and that the counterparty risk associated
with those transactions is minimal.  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.




                                     16
<PAGE>
      INVESTED ASSETS EVALUATION routinely includes a review by the Company of
its portfolio of debt securities.  Management identifies monthly those
investments that require additional monitoring and carefully reviews the
carrying value of such investments at least quarterly to determine whether
specific investments should be placed 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 collateral (if
any), 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.  The carrying values of bonds
that are determined to have declines in value that are other than temporary are
reduced to net realizable value and no further accruals of interest are made. 

      DEFAULTED INVESTMENTS, comprising all investments that are in default as
to the payment of principal or interest, totaled $0.2 million of bonds and
notes at March 31, 1997 (at amortized cost, with a fair value of $0.1 million),
and constituted 0.1% of total invested assets.  At December 31, 1996, defaulted
investments totaled $0.2 million and constituted 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 March 31, 1997, approximately $60.4 million of the Company's
Bond Portfolio had an aggregate unrealized gain of $1.0 million, while
approximately $116.2 million of the Bond Portfolio had an aggregate unrealized
loss of $2.7 million.  In addition, the Company's investment portfolio
currently provides approximately $2.0 million of monthly cash flow from
scheduled principal and interest payments.

      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 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
annuities.  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.

REGULATION

      The Company is subject to regulation and supervision by the States of New
York, New Mexico and Nebraska and their Insurance departments.  State insurance
laws establish supervisory agencies with broad administrative and supervisory
powers related to 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 requirements, prescribing the form and content of required financial
statements and reports, performing financial and other examinations,
determining the reasonableness and adequacy of statutory capital and surplus,

                                     17
<PAGE>
regulating the type, valuation and amount of investments permitted, limiting
the amount of dividends that can be paid and the size of transactions that can
be consummated without first obtaining regulatory approval and other related
matters.

      During the last decade, the insurance regulatory framework has been
placed under increased scrutiny by various states, the federal government and
the NAIC.  Various states have considered or enacted legislation that changes,
and in many cases increases, the states' authority to regulate insurance
companies.  Legislation has been introduced from time to time in Congress that
could result in the federal government assuming some role in the regulation of
insurance companies or allowing combinations between insurance companies, banks
and other entities.  In recent years, the NAIC has approved and recommended to
the states for adoption and implementation several regulatory initiatives
designed to reduce the risk of insurance company insolvencies and market
conduct violations.  These initiatives include investment reserve requirements,
risk-based capital standards, new investment standards and restrictions on an 
insurance  company's  ability  to  pay  dividends  to  its stockholders.  The
NAIC is also currently developing model laws relating to product design and
illustrations for annuity products.  Current proposals are still being debated
and the Company is monitoring developments in this area and the effects any
changes would have on the Company.






























                                     18
<PAGE>
                         PART II - 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
-------               -----------
27                    Financial Data Schedule 


No Current Report on Form 8-K was filed during the three months ended March 31,
1997.




















                                     19
<PAGE>
                                 SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                        FIRST SUNAMERICA LIFE INSURANCE COMPANY

                        By: SCOTT L. ROBINSON                
                        ------------------------
                        Scott L. Robinson
                        Senior Vice President, Treasurer and Director

Date:  May 15, 1997

      Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated:

Signature                  Title                          Date
---------                  -----                          ----

/s/   SCOTT L. ROBINSON    Senior Vice President,          May 15, 1997
------------------------    Treasurer and Director         ------------
      Scott L. Robinson     (Principal Financial
                            Officer)

/s/   N. SCOTT GILLIS      Senior Vice President and       May 15, 1997
------------------------    Controller (Principal          ------------
      N. Scott Gillis       Accounting Officer)



























                                          20
<PAGE>
                   FIRST SUNAMERICA LIFE INSURANCE COMPANY
                           LIST OF EXHIBITS FILED



Exhibit
  No.                   Description
-------                 -----------
27                Financial Data Schedule