SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 10-Q (Mark One)/X/
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934OR/   /
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30, 2001Commission File No.   33-5014FIRST SUNAMERICA LIFE INSURANCE COMPANY Incorporated in New York
06-0992729(IRS Employer Identification No.)733 Third Avenue, 4th Floor, New York, New York 10017Registrant's telephone number, including area code:    (800) 272-3007INDICATE 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 November 13, 2001 WAS AS FOLLOWS:Common Stock (par value $10,000.00 per share)
300 shares outstanding





FIRST SUNAMERICA LIFE INSURANCE COMPANYINDEX PageNumber(s)Part I - Financial InformationBalance Sheet (Unaudited) - September 30, 2001 and December 31, 2000
3Statement of Income and Comprehensive Income (Unaudited) - Three Months and Nine Months Ended September 30, 2001 and 2000
4-5Statement of Cash Flows (Unaudited) - Nine Months Ended September 30, 2001 and 2000
6-7Notes to Financial Statements (Unaudited)
8Management's Discussion and Analysis of Financial Condition and Results of Operations
9-21Quantitative and Qualitative Disclosures About Market Risk
22Part II - Other Information
23-24







FIRST SUNAMERICA LIFE INSURANCE COMPANY BALANCE SHEET(Unaudited)September 30,2001

December 31,2000(In thousands)ASSETSInvestments and cash:Cash and short-term investments

$
13,696

$
40,704Bonds, notes and redeemable preferredstocks available for sale, at fairvalue (amortized cost: September 2001,$1,160,510; December 2000, $1,269,340)


1,178,142


1,237,469Common stocks available for sale, at fairvalue (cost: September 2001 andDecember 2000, $812)


550


785Mortgage loans


177,890


167,408Policy loans


37,619


39,881Total investments and cash


1,407,897


1,486,247Variable annuity assets held in separateaccounts


457,456


565,547Accrued investment income


12,122


14,809Deferred acquisition costs


91,208


124,451Income taxes currently receivable from Parent


2,416


8,067Defered income taxes


---


7,914Receivable from brokers


497


---Other assets


2,108


7,338TOTAL ASSETS

$
1,973,704

$
2,214,373LIABILITIES AND SHAREHOLDER'S EQUITYReserves, payables and accrued liabilities:Reserves for fixed annuity contracts

$
1,051,003

$
1,180,665Reserves for universal life insurancecontracts


249,614


256,318Deferred income taxes


2,539


---Other liabilities


21,071


24,215Total reserves, payable and accruedliabilities


1,324,227


1,461,198Variable annuity liabilities related toseparate accounts


457,456


565,547Shareholder's equity:Common Stock


3,000


3,000Additional paid-in capital


144,428


144,428Retained earnings


41,428


49,689Accumulated other comprehensiveincome (loss)


3,165


(9,489
)Total shareholder's equity


192,021


187,628TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY

$
1,973,704

$
2,214,373


See accompanying notes to financial statements.3


FIRST SUNAMERICA LIFE INSURANCE COMPANYSTATEMENT OF INCOME AND COMPREHENSIVE INCOMEFor the three months and nine months ended September 30, 2001 and 2000(Unaudited)Three Months

Nine Months2001

2000

2001

2000(In thousands)Investment income

$
23,989

$
30,366

$
77,501

$
94,863Interest expense on:Fixed annuity contracts


(12,518
)

(15,835
)

(39,507
)

(50,304
)Universal life insurance contracts


(2,991
)

(3,092
)

(8,849
)

(9,311
)Total interest expense


(15,509
)

(18,927
)

(48,356
)

(59,615
)NET INVESTMENT INCOME


8,480


11,439


29,145


35,248NET REALIZED INVESTMENT (LOSSES)


(2,379
)

(2,650
)

(15,872
)

(6,394
)Fee income:Variable annuity fees


1,971


2,428


6,118


6,895Universal life insurance fees, net


982


947


2,345


1,557Surrender charges


446


1,023


1,657


3,037TOTAL FEE INCOME


3,399


4,398


10,120


11,489GENERAL AND ADMINISTRATIVE EXPENSES


(891
)

(1,231
)

(3,242
)

(3,375
)AMORTIZATION OF DEFERREDACQUISITION COSTS


(3,174
)

(4,852
)

(10,722
)

(14,470
)ANNUAL COMMISSIONS


(150
)

(221
)

(559
)

(488
)PRETAX INCOME BEFORE CUMULATIVE EFFECTOF CHANGE IN ACCOUNTING PRINCIPLE


5,285


6,883


8,870


22,010Income tax expense


(2,186
)

(2,804
)

(3,711
)

(9,078
)INCOME BEFORE CUMULATIVE EFFECT OFCHANGE IN ACCOUNTING PRINCIPLE


3,099


4,079


5,159


12,932CUMULATIVE EFFECT OF CHANGE INACCOUNTING PRINCIPLE, NETOF TAX (Note 2)


---


---


(520
)

---NET INCOME

$
3,099

$
4,079

$
4,639

$
12,932




See accompanying notes to financial statements.4


FIRST SUNAMERICA LIFE INSURANCE COMPANYSTATEMENT OF INCOME AND COMPREHENSIVE INCOMEFor the three months and nine months ended September 30, 2001 and 2000(Unaudited)Three Months

Nine Months2001

2000

2001

2000(In thousands)OTHER COMPREHENSIVE INCOME,NET OF TAX:Net unrealized gains (losses) on debtand equity securities available forsale identified in the currentperiod (net of income tax expenseof $3,066 and $8,375 for thethree months of 2001 and 2000,respectively, and income tax expenseof $4,134 and income tax benefit$1,109 for the nine months of 2001and 2000, respectively)


5,694


15,554


7,677


(2,060
)Less reclassification adjustment fornet realized losses included in netincome (net of income tax benefitof $338 and $840 for the threemonths of 2001 and 2000, respectively,and $2,680 and $1,685 for the ninemonths of 2001 and 2000,respectively)


627


1,559


4,977


3,130OTHER COMPREHENSIVE INCOME


6,321


17,113


12,654


1,070COMPREHENSIVE INCOME

$
9,420

$
21,192

$
17,293

$
14,002




See accompanying notes to financial statements.5


FIRST SUNAMERICA LIFE INSURANCE COMPANYSTATEMENT OF CASH FLOWSFor the nine months ended September 30, 2001 and 2000(Unaudited)2001

2000(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net income

$
4,639

$
12,932Adjustments to reconcile net income to netcash provided by operating activities:Cumulative effect of change inaccounting principle


520


---Interest credited to:Fixed annuity contracts


39,507


50,304Universal life insurance contracts


8,849


9,311Net realized investment losses


15,872


6,394Accretion of net discounts oninvestments


(2,465
)

(3,502
)Provision for deferred income taxes


3,919


8,628Change in:Accrued investment income


2,687


5,986Deferred acquisition costs


3,443


7,625Income taxes currently receivable/payablefrom Parent


5,651


(5,231
)Other liabilities


(1,173
)

(4,465
)Other, net


1,234


152NET CASH PROVIDED BY OPERATING ACTIVITIES


82,683


88,134CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of:Bonds, notes and redeemable preferred stocks


(164,847
)

(10,684
)Mortgage loans


(29,890
)

(6,426
)Common Stock


---


(188
)Other investments, excluding short-terminvestments


(139
)

---Sales of:Bonds, notes and redeemable preferred stocks


164,407


171,132Other investments, excluding short-terminvestments


14


487Redemptions and maturities of:Bonds, notes and redeemable preferred stocks


94,175


59,147Mortgage loans


19,785


33,910Other investments, excluding short-terminvestments


2,401


1,848Net cash and short-term investments transferredto Anchor National Life Insurance Companyrelating to assumption reinsurance transactionwith MBL Life Assurance Corporation


---


(16,741
)NET CASH PROVIDED BY INVESTING ACTIVITIES

$
85,906

$
232,485




See accompanying notes to financial statements.6


FIRST SUNAMERICA LIFE INSURANCE COMPANYSTATEMENT OF CASH FLOWS (Continued)For the nine months ended September 30, 2001 and 2000(Unaudited)2001

2000(In thousands)CASH FLOWS FROM FINANCING ACTIVITIES:Premium receipts on:Fixed annuity contracts

$
46,154

$
30,112Universal life insurance contracts


8,211


8,756Net exchanges from the fixed accountsof variable annuity contracts


(23,494
)

(38,388
)Withdrawal payments on:Fixed annuity contracts


(157,634
)

(250,386
)Universal life insurance contracts


(18,831
)

(30,898
)Claims and annuity payments on:Fixed annuity contracts


(22,435
)

(26,713
)Universal life insurance contracts


(12,697
)

(22,074
)Net repayments of othershort term financings


(1,971
)

(10,240
)Dividend payment to Parent


(12,900
)

---NET CASH USED BY FINANCING ACTIVITIES


(195,597
)

(339,831
)NET DECREASE IN CASH ANDSHORT-TERM INVESTMENTS


(27,008
)

(19,212
)CASH AND SHORT-TERM INVESTMENTS ATBEGINNING OF PERIOD


40,704


29,350CASH AND SHORT-TERM INVESTMENTS ATEND OF PERIOD

$
13,696

$
10,138SUPPLEMENTAL CASH FLOW INFORMATION:Net income taxes paid to (received from)Parent

$
(5,858
)
$
5,681


See accompanying notes to financial statements.7


**FIRST SUNAMERICA LIFE INSURANCE COMPANYNOTES TO FINANCIAL STATEMENTS (Unaudited)**  1.
BASIS OF PRESENTATIONFirst SunAmerica Life Insurance Company (the "Company") is a direct wholly owned subsidiary of Sunamerica Life Insurance Company (the "Parent"), which is an indirect wholly owned subsidiary of American International Group, Inc. ("AIG"), an insurance and financial services holding company. The Company is a New York-domiciled life insurance company engaged primarily in the sale and administration of deposit type insurance contracts, including fixed and variable annuities and universal life contracts in the State of New York.
In the opinion of the Company, the accompanying unaudited financial statements contain all adjustments necessary, consisting of normal recurring items, to present fairly the Company's financial position as of September 30, 2001 and December 31, 2000, the results of its operations for the three months and nine months ended September 30, 2001 and 2000 and its cash flows for the nine months ended September 30, 2001 and 2000.  The results of operations for the three months and nine months ended September 30, 2001 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 year ended December 31, 2000, contained in the Company's 2000 Annual Report on Form 10-K.  Certain prior year items have been reclassified to conform to the current period's presentation.2.
RECENTLY ISSUED ACCOUNTING STANDARDSIn June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133").  SFAS 133 was postponed by SFAS 137, Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB No. 133, and is now effective for the Company as of January 1, 2001.   Because of the Company's minimal use of derivatives, the new Statement has no impact on either the earnings or the financial position of the Company at September 30, 2001.
In January 2001, the Emerging Issues Task Force ("EITF") of the FASB issued EITF 99-20, Recognition of Interest Income and Impairment on Purchased and Retained Interests in Securitized Financial Assets ("EITF 99-20").  This pronouncement changes the accounting requirements for interests in many asset backed securities, including collaterized debt obligations, commercial mortgage backed securities and residential mortgage-backed securities.  EITF 99-20 requires that interest income on securities within its scope be recognized prospectively, with changes in expected future cash flows reflected in reported yields going forward.  In addition, if cash flows are expected to decrease, EITF 99-20 may require investors to recognize impairment losses.  In accordance with the transition provisions of EITF 99-20, the Company recorded a loss of $520,000, net of tax, which is being recognized and reported in the statement of income and comprehensive income as a cumulative effect of an accounting change.




8


**FIRST SUNAMERICA LIFE INSURANCE COMPANYMANAGEMENT'S DISCUSSION AND ANALYSISOF 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 nine months ended September 30, 2001 and September 30, 2000 follows. Certain prior period amounts have been reclassified to conform to the current period's presentation.
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 $3.1 million in the third quarter of 2001, compared with $4.1 million in the third quarter of 2000.  For the nine months, net income amounted to $4.6 million in 2001 compared to $12.9 million in 2000.
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE, NET OF TAX reflects the adoption of EITF 99-20.  The Company recorded a loss of $520,000, net of tax, which is recognized in the statement of income and comprehensive income as a cumulative effect of accounting change (see Note 2 of Notes to Financial Statements) for the nine months ended September 30, 2001.




9


PRETAX INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE totaled $5.3 million in the third quarter of 2001 compared with $6.9 million in the third quarter of 2000.  For the nine months, pretax income before cumulative effect of change in accounting principle totaled $8.9 million in 2001, compared with $22.0 million in 2000. The decline in the third quarter of 2001 results compared to 2000 primarily resulted from decreased net investment income and lower total fee income partially offset by decreased amortization of deferred acquisition costs and lower general and administrative expenses.  The decline in the nine months of 2001 results compared to 2000 primarily resulted from increased net realized investment losses, decreased net investment income and reduced total fee income partially offset by decreased amortization of deferred acquisition costs.
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 $8.5 million in the third quarter of 2001, down from $11.4 million in the third quarter of 2000.  These amounts equal 2.42% on average invested assets (computed on a daily basis) of $1.40 billion in the third quarter of 2001 compared with 2.80% on average invested assets of $1.63 billion in the third quarter of 2000.  For the nine months, net investment income declined to $29.1 million in 2001 from $35.2 million in 2000, representing 2.69% of average invested assets of $1.44 billion in 2001 and 2.72% of average invested assets of $1.73 billion in 2000.
Net investment spreads include the effect of income earned or interest paid on the difference between average invested assets and average interest-bearing liabilities. In the third quarter of 2001, average invested assets exceeded average interest-bearing liabilities by $85.9 million, compared with $79.3 million in the third quarter of 2000.  For the nine months, average invested assets exceeded average interest-bearing liabilities by $83.8 million in 2001 compared with $74.4 million in 2000.  The difference between the Company's yield on average invested assets and the rate paid on average interest-bearing liabilities (the "Spread Difference") was 2.13% in the third quarter of 2001 and 2.57% in the third quarter of 2000.  For the nine months, the spread difference was 2.42% in 2001 and 2.51% in 2000.Investment income (and the related yield on average invested assets) totaled  $24.0 million (6.85%) in the third quarter of 2001, $30.4 million (7.44%) in the third quarter of 2000, $77.5 million (7.16%) in the nine months of 2001 and $94.9 million (7.31%) in the nine months of 2000.  The decrease in yields primarily reflects a lower interest rate environment in 2001.
Expenses incurred to manage the investment portfolio amounted to $0.6 million in the third quarter of 2001, $0.4 million in the third quarter of 2000, $1.8 million in the nine months of 2001 and $1.4 million in the nine months of 2000.  These expenses are included as a reduction of investment income in the statement of income.
Interest expense totaled $15.5 million in the third quarter of 2001 and $18.9 million in the third quarter of 2000.  For the nine months, interest expense aggregated $48.4 million in 2001, compared with $59.6 million in 2000.  The average rate paid on all interest-bearing liabilities was 4.72% in the third quarter of 2001, compared with 4.87% in the third quarter of 2000.  For the nine months, the average rate paid on all interest-bearing liabilities was 4.74% for 2001 and 4.80% for 2000. Interest-bearing liabilities averaged $1.32 billion during the third quarter of 2001, $1.55 billion during the third quarter of 2000, $1.36 billion during the nine months of 2001 and $1.66 billion during the nine months of 2000.  The decrease in average liabilities in 2001 resulted primarily from surrenders and withdrawals on certain closed blocks of business.  The decreases in the overall rates paid in 2001 as compared to 2000 resulted primarily from reductions in crediting rates due to a decline in the interest rate environment during 2001.


10


DECLINE IN AVERAGE INVESTED ASSETS largely resulted from the surrenders of certain closed blocks of fixed annuity policies. Change in average invested assets also reflect net exchanges from fixed accounts into the separate accounts of variable annuity contracts partially offset by 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 products ("UL Premiums"). Fixed Annuity Premiums and UL Premiums totaled $20.1 million in the third quarter of 2001, $13.5 million in the third quarter of 2000, $58.2 million in the nine months of 2001 and $48.4 million in the nine months of 2000 and are largely premiums for the fixed accounts of variable annuities.  On an annualized basis, these premiums represent 6%, 3%, 5% and 4%, respectively, of the related reserve balances at the beginning of the respective periods.
NET REALIZED INVESTMENT LOSSES totaled $2.3 million in the third quarter of 2001 compared with $2.7 million in the third quarter of 2000 and includes an impairment writedown of $2.0 million in the third quarter of 2001 and $1.8 million in the third quarter of 2000.  For the nine months, net realized investment losses totaled $15.8 million in 2001 compared with $6.4 million in 2000 and include impairment writedowns of $15.6 million and $5.2 million, respectively.  Thus, net realized losses from sales and redemptions of investments totaled $0.3 million in the third quarter of 2001, $0.9 million in the third quarter of 2000, $0.2 million in the nine months of 2001 and $1.2 million in the nine months of 2000.The Company sold or redeemed invested assets, principally bonds and notes, aggregating $102.6 million in the third quarter of 2001, $55.2 million in the third quarter of 2000, $293.0 million in the nine months of 2001 and $267.7 million in the nine months of 2000.  Sales of investments resulted from the active management of the Company's investment portfolio.  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, on an annualized basis, 0.09%, 0.21%, 0.02% and 0.09% of average invested assets in the third quarter of 2001, the third quarter of 2000, the nine months of 2001 and the nine months of 2000, 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 include $2.0 million, $1.8 million, $13.6 million and $5.2 million of provisions applied to bonds in the third quarter of 2001, third quarter of 2000, the nine months of 2001 and the nine months of 2000, respectively.  On an annualized basis, impairment writedowns represent 0.58%, 0.44%, 1.44% and 0.40% of average invested assets in the respective periods.  For the twenty quarters ended September 30, 2001, impairment writedowns as an annualized percentage of average invested assets have ranged up to 3.99% and have averaged 0.64%.  Such writedowns are made when the Company has determined that the applicable assets have suffered other than temporary declines in the net realizable value.  Actual realization  will  be  dependent  upon future events.  The Company recorded $0.8 million ($0.5 million, net of tax) of additional impairments in the second quarter of 2001 pursuant to the implementation of EITF 99-20 (see Note 2 of Notes to Financial Statements).  This adjustment was recorded as a cumulative effect of change in accounting principle in the accompanying statement of income and comprehensive income for the nine months ended September 30, 2001.


11


VARIABLE ANNUITY FEES are based on the market value of assets in separate accounts supporting variable annuity contracts.  Such fees totaled $2.0 million in the third quarter of 2001 and $2.4 million in the third quarter of 2000.  For the nine months, variable annuity fees totaled $6.1 million in 2001, compared with $6.9 million in 2000.  The decreased fees reflect a decline in average variable annuity assets, principally due to a decline in market values.  On an annualized basis, variable annuity fees represent 1.6%, 1.5%, 1.6%, and 1.5% of average variable annuity assets in respective periods presented. Variable annuity assets averaged $501.0 million, $623.0 million, $526.6 million and $595.5 million during the third quarters of 2001 and 2000 and the nine months of 2001 and 2000, respectively.  Variable annuity premiums, which exclude premiums allocated to the fixed accounts of variable annuity products, totaled $5.3 million and $12.4 million in the third quarters of 2001 and 2000, respectively. For the nine months, variable annuity premiums totaled $17.6 million and $31.2 million in 2001 and 2000, respectively.  On an annualized basis, these amounts represent 4%, 8%, 4% and 7% of variable annuity reserves at the beginning of the respective periods.  The decrease in variable premiums in 2001 reflects lower demand for the variable account options of the Company's variable annuity products due to unfavorable stock market conditions.  Transfers from the fixed accounts of the Company's variable annuity products to the separate accounts (see "Decline in Average Invested Assets") are not classified as variable annuity premiums. 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 $18.2 million, $19.4 million, $56.9 million, and $54.6 million in the third quarters of 2001 and 2000 and the nine months of 2001 and 2000, respectively.  Such sales primarily reflect those of the Company's flagship variable annuity line, Polaris.  Polaris is a multimanager variable annuity that offers investors a choice of 31 variable funds and a number of guaranteed fixed-rate funds.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").
UNIVERSAL LIFE INSURANCE FEES amounted to $1.0 million in the third quarters of 2001 and 2000.  For the nine months, universal life insurance fees totaled $2.3 million in 2001 and $1.6 million in 2000. Universal life insurance fees consist of mortality charges, up-front fees earned on premiums received and administrative fees, net of the excess mortality expense on these contracts.  The Company does not actively market universal life insurance contracts.  Such fees annualized represent 1.61%, 1.48%, 1.27% and 0.80% of average reserves for universal life insurance contracts in the respective periods.  The increase in such fees during 2001 resulted principally from improved mortality experience, which fluctuates and cannot necessarily be expected to continue in future periods.


12


SURRENDER CHARGES on fixed and variable annuity contracts and universal life contracts totaled $0.4 million in the third quarter of 2001 and $1.0 million in the third quarter of 2000.  For the nine months, such charges totaled $1.7 million in 2001 and $3.0 million in 2000.  Surrender charges generally are assessed on withdrawals at declining rates during the first seven years of a contract.  Withdrawal payments, which exclude claims and lump-sum annuity benefits, totaled $58.4 million in the third quarter of 2001, compared with $96.8 million in the third quarter of 2000. For the nine months, such withdrawal payments totaled $202.9 million in 2001 and $308.4 million in 2000. Annualized, these payments, when expressed as a percentage of average fixed and variable annuity and universal life reserves, represent 13.2%, 18.3%, 14.7% and 18.7% for the third quarters of 2001 and 2000 and the nine months of 2001 and 2000, respectively.  Withdrawal rates were higher in 2000 principally due to higher surrenders on certain closed blocks of fixed annuity business.  Withdrawals include variable annuity payments from the separate accounts totaling $8.5 million (6.8% of average variable annuity reserves), $10.3 million (6.6% of average variable annuity reserves), $26.4 million (6.7% of average variable annuity reserves) and $27.1 million (6.1% of average variable annuity reserves) in the third quarters of 2001 and 2000 and the nine months of 2001 and 2000, respectively.  Management does not anticipate significant increases in the level of withdrawal payments relative to fixed and variable annuity and universal life reserves.
GENERAL AND ADMINISTRATIVE EXPENSES totaled $0.9 million in the third quarter of 2001 and $1.2 million in 2000.  For the nine months, general and administrative expenses totaled $3.2 million in 2001 and $3.4 million in 2000. 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 $3.2 million in the third quarter of 2001, compared with $4.9 million in the third quarter of 2000. For the nine months, such amortization totaled $10.7 million in 2001, compared with $14.5 million in 2000.  The decrease in amortization in 2001 is principally due to the increase in net realized capital losses.
ANNUAL COMMISSIONS totaled $0.2 million in both the third quarters of 2001 and 2000. For the nine months, annual commissions totaled $0.6 million in 2001 and $0.5 million in 2000.  Annual commissions represent renewal commissions paid quarterly in arrears to maintain the persistency of certain fixed and 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.  The Company estimates that approximately 23% of the average balances of its variable annuity products is currently subject to such annual commissions.  Based on current sales, this percentage is expected to increase in future periods.
INCOME TAX EXPENSE totaled $2.2 million in the third quarter of 2001, compared with $2.8 million in the third quarter of 2000, representing effective annualized tax rates of 41% for both periods.  For the nine months, such expenses totaled $3.7 million in 2001 and $9.1 million in 2000, representing effective annualized tax rates of 42% and 41% for 2001 and 2000, respectively.


13


FINANCIAL CONDITION AND LIQUIDITY
SHAREHOLDER'S EQUITY increased to $192.0 million at September 30, 2001 from $187.6 million at December 31, 2000, due principally to a $12.7 million increase in accumulated other comprehensive income and $4.6 million of net income recorded in 2001, partially offset by a $12.9 million dividend paid to its Parent on April 2, 2001.
INVESTED ASSETS at September 30, 2001 totaled $1.41 billion, compared with $1.49 billion at December 31, 2000.  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 84% of the Company's total investment portfolio at September 30, 2001, had an aggregate fair value that was $17.6 million greater than its amortized cost at September 30, 2001, compared to an amortized cost that was $31.9 million greater than its aggregate fair value at December 31, 2000.  The change in net unrealized gains (losses) on the Bond Portfolio during 2001 principally reflects the decline in prevailing interest rates and the corresponding effect on the fair value of the Bond Portfolio at September 30, 2001.
At September 30, 2001, the Bond Portfolio included $1.18 billion of bonds rated by Standard & Poor's Corporation ("S&P"), Moody's Investors Service ("Moody's"), Fitch ("Fitch") or the Securities Valuation Office of the National Association of Insurance Commissioners ("NAIC"), and $2.1 million of bonds rated by the Company pursuant to statutory ratings guidelines established by the NAIC.  At September 30, 2001, approximately $1.12 billion of the Bond Portfolio was investment grade, including $519.7 million of U.S. government/agency securities and mortgage-backed securities ("MBSs").
At September 30, 2001, the Bond Portfolio included $57.7 million of bonds that were not investment grade.  These non-investment-grade bonds accounted for approximately 2.9% of the Company's total assets and approximately 4.1% 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.  These non-investment-grade securities are composed of bonds spanning 28 industries with 25% of these assets concentrated in media cable, 19% concentrated in telecommunications, and 11% concentrated in energy.  No other industry concentration constituted more than 8% of these assets.
The table on the following page summarizes the Company's rated bonds by rating classification as of September 30, 2001.


14


RATED BONDS BY RATING CLASSIFICATION(Dollars in thousands)**Issues Rated by S&P/Moody's/Fitch**
****
**Issues not rated by S&P/Moody's Fitch, by NAIC Category**
****
**Total****S&Pcategory (1)**
****
**Amortizedcost**
****
**Estimatedfairvalue**
****
**NAICcategory(2)**
****
**Amortizedcost**
****
**Estimatedfairvalue**
****
**Amortizedcost**
****
**Estimatedfairvalue**
****
**Percent ofinvestedassets**AAA+ to A-(A11 to A3)[AAA to A-]{AAA to A-}

$ 876,382

$ 908,111

1

$ 18,086

$ 18,120

$ 894,468

$ 926,231

65.79
%BBB+ to BBB-(Baa1 to Baa3)[BBB+ to BBB-]{BBB+ to BBB-}

175,441

175,900

2

17,772

18,315

193,213

194,215

13.79
%BB+ to BB-(Ba1 to Ba3)[BB+ to BB-]{BB+ to BB-}

10,160

9,683

3

1,932

1,839

12,092

11,522

0.82
%B+ to B-(B1 to B3)[B+ to B-]{B+ to B-}

43,690

32,461

4

1,997

1,960

45,687

34,421

2.44
%CCC+ to C(Caa to C)[CCC]{CCC+ to C-}

14,475

11,458

5

---

---

14,475

11,458

0.81
%CI to D[DD]{D}

575

295

6

---

---

575

295

0.02
%TOTAL RATED ISSUES

$1,120,723

$1,137,908



$ 39,787

$ 40,234

$1,160,510

$1,178,142Footnotes appear on the following page.




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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. Issues are categorized based on the highest of the S&P, Moody's 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/Fitch rating groups listed above, with categories 1 and 2 considered investment grade.  The NAIC categories include $2.1 million of assets that were rated by the Company pursuant to applicable NAIC rating guidelines.




16


Senior secured loans ("Secured Loans") are included in the Bond Portfolio and aggregated $53.7 million at September 30, 2001.  Secured Loans are senior to subordinated debt and equity and are secured by assets of the issuer.  At September 30, 2001, Secured Loans consisted of $16.9 million of publicly traded securities and $36.8 million of privately traded securities. These Secured Loans are composed of loans to borrowers spanning 7 industries, with 29% of these assets concentrated in energy, 27% concentrated in utilities and 10% concentrated in telecommunications.  No other industry concentration constituted more than 9% 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, Fitch, the NAIC or by the Company, pursuant to comparable statutory ratings guidelines established by the NAIC.MORTGAGE LOANS aggregated $177.9 million at September 30, 2001 and consisted of 107 commercial first mortgage loans with an average loan balance of approximately $1.7 million, collateralized by properties located in 32 states.  Approximately 27% of this portfolio was office, 24% was retail, 18% was multifamily residential, 15% was industrial and 16% was other types.  At September 30, 2001, approximately 29% of this portfolio was secured by properties located in California, approximately 13% by properties located in Michigan, approximately 7% by properties located in Wisconsin, approximately 6% by properties located in New York, and no more than 5% of this portfolio was secured by properties located in any other single state.  At September 30, 2001, two mortgage loans had an outstanding balance of $10.0 million or more, which represented approximately 13% of this portfolio. At September 30, 2001, approximately 29% of the mortgage loan portfolio consisted of loans with balloon payments due before October 1, 2004.  During 2001 and 2000, 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, 2001, approximately 40% 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 seasoned nature of the Company's mortgage loan portfolio and its strict underwriting standards, the Company believes that it has prudently managed the risk attributable to its mortgage loan portfolio while maintaining attractive yields.
POLICY LOANS totaled $37.6 million at September 30, 2001, compared to $39.9 million at December 31, 2000 and are primarily loans taken against universal life policies.




17


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, default rates 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 68% of the Company's fixed annuity and universal life reserves had surrender penalties or other restrictions at September 30, 2001.
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 policy loans.  At September 30, 2001, these assets had an aggregate fair value of $1.41 billion with a duration of 3.9.  The Company's fixed-rate liabilities are its fixed annuity and universal life insurance contracts.  At September 30, 2001, these liabilities had an aggregate fair value (determined by discounting future contractual cash flows by related market rates of interest) of $1.30 billion with a duration of 2.4.  The Company's potential exposure due to a relative 10% increase in prevailing interest rates from their September 30, 2001 levels is a loss of approximately $9.4 million, representing an increase 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 Company will continue to utilize its existing strategies of pricing its fixed annuity and universal life 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.




18


The Company also seeks to provide liquidity by investing in MBSs.  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 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 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.
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.  With the adoption of EITF 99-20, the Company recognizes impairment losses on securitized assets if cash flows are expected to decrease.  The adoption of EITF 99-20 resulted in a loss of $0.5 million, net of tax, which is being recognized and reported in the statement of income and comprehensive income as a cumulative effect of an accounting change (see Note 2 of Notes to financial statements).
DEFAULTED INVESTMENTS, comprising all investments that are in default as to the payment of principal or interest, totaled $5.6 million of bonds  at September 30, 2001, and constituted less than 0.4% of total invested assets.  At December 31, 2000 defaulted investments totaled $7.2 million of bonds and constituted less than 0.5% 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 and, if required, proceeds from invested asset sales. At September 30, 2001, approximately $997.7 million of the Bond Portfolio had an aggregate unrealized gain of $40.9 million while approximately $180.4 million of the Company's Bond Portfolio had an aggregate unrealized loss of $23.3 million.  In addition, the Company's investment portfolio currently provides approximately $13.6 million of monthly cash flow from scheduled principal and interest payments.  Historically, cash flows from operations and from the sales of the Company's annuity products have been more than sufficient in amount to satisfy the Company's liquidity needs.




19


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, in common with other insurers, is subject to regulation and supervision by the states and other jurisdictions in which it does business.  Within the United States, the method of such regulation varies but generally has its source in statutes that delegate regulatory and supervisory powers to a state insurance official.  The regulation and supervision relate primarily to approval of policy forms and rates, the standards of solvency that must be met and maintained, including risk based capital measurements, the licensing of insurers and their agents, the nature of and limitations on investments, restrictions on the size of risks which may be insured under a single policy, deposits of securities for the benefit of policyholders, methods of accounting, periodic examinations of the affairs of insurance companies, the form and content of reports of financial condition required to be filed, and reserves for unearned premiums, losses and other purposes.  In general, such regulation is for the protection of policyholders rather than security holders.
Risk based capital ("RBC") standards are designed to measure the adequacy of an insurer's statutory capital and surplus in relation to the risks inherent in its business. The standards are intended to help identify inadequately capitalized companies and require specific regulatory actions in the event an insurer's RBC is deficient.  The RBC formula develops a risk adjusted target level of adjusted statutory capital and surplus by applying certain factors to various asset, premium and reserve items.  Higher factors are applied to more risky items and lower factors are applied to less risky items.  Thus, the target level of statutory surplus varies not only as a result of the insurer's size, but also on the risk profile of the insurer's operations.




20


The RBC Model Law provides for four incremental levels of regulatory attention for insurers whose surplus is below the calculated RBC target.  These levels of attention range in severity from requiring the insurer to submit a plan for corrective action to actually placing the insurer under regulatory control.  The statutory capital and surplus of the Company exceeded its RBC requirements by a considerable margin as of September 30, 2001.
In 1998, the NAIC adopted the codification of statutory accounting principles ("Codification") which replaced the NAIC's previous primary guidance on statutory accounting, which became effective January 1, 2001.  Codification changes prescribed statutory accounting practices and has resulted in changes to the accounting practices that the Company uses to prepare its statutory basis financial statements.  Codification has been adopted by all fifty states as the prescribed basis of accounting.  New York, however, has made certain modifications (e.g., no deferred taxes will be recorded for companies domiciled in the State of New York).  The adoption of Codification resulted in a decrease to the Company's statutory surplus of approximately $14.2 million.
Privacy provisions of the Gramm-Leach-Bliley Act are fully effective in 2001 and establish new consumer protections regarding the security, confidentiality, and uses of nonpublic personal information of individuals.  The law also requires financial institutions to disclose their privacy policies to their customers.  Additional privacy legislation pending in the United States Congress and several states is designed to provide further privacy protections to consumers of financial products and services.  These statutes and regulations may result in additional regulatory compliance costs, may limit the Company's ability to market its products, and may otherwise constrain the nature or scope of the Company's insurance and financial services operations.
The Gramm-Leach-Bliley Act also allows 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 employees 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 such 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.




21


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 18 and 19 herein.




22


PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

Not applicable.

Item 2.     Changes in Securities and Use of Proceeds

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
There were no exhibits filed during the three months ended September 30, 2001.
REPORTS ON FORM 8-K
No current report on Form 8-K were filed by the Company during the three months ended September 30, 2001.




23


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.


First SunAmerica Life Insurance Company

RegistrantDated:   November 13, 2001

/s/ N. SCOTT GILLIS
N. Scott GillisSenior Vice President(Principal Financial Officer)Dated:   November 13, 2001

/s/ MAURICE S. HEBERT
Maurice S. HebertVice President and Controller(Principal Accounting Officer)




24