SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


                                    FORM 10-Q

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

                                       OR

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

                For the quarterly period ended September 30, 1999


                           Commission File No. 33-5014


                     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
NOVEMBER  15,  1999  WAS  AS  FOLLOWS:

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























<PAGE>
<TABLE>
<CAPTION>

                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                                      INDEX




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

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

      Statement of Income and Comprehensive Income (Unaudited) -
      Three Months and Nine Months Ended September 30, 1999
      and 1998. . . . . . . . . . . . . . . . . . . . . . . . . .          4

      Statement of Cash Flows (Unaudited) -
      Nine Months Ended September 30, 1999 and 1998 . . . . . . .        5-6

      Notes to Financial Statements (Unaudited) . . . . . . . . .       7-10

      Management's Discussion and Analysis of Financial
      Condition and Results of Operations . . . . . . . . . . . .      11-24

      Quantitative and Qualitative Disclosures About Market
      Risk. . . . . . . . . . . . . . . . . . . . . . . . . . . .         25

Part II - Other Information . . . . . . . . . . . . . . . . . . .         26
</TABLE>



















































<PAGE>
<TABLE>
<CAPTION>

                     FIRST SUNAMERICA LIFE INSURANCE COMPANY
                                  BALANCE SHEET
                                   (Unaudited)


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

Investments:
  Cash and short-term investments. . . . . .  $   59,352,000   $   18,466,000
  Bonds and notes available for sale,
    at fair value (amortized cost:
    September 1999, $1,701,131,000,
    December 1998, $1,293,637,000) . . . . .   1,657,112,000    1,313,390,000
  Mortgage loans . . . . . . . . . . . . . .     213,779,000      176,737,000
  Other invested assets. . . . . . . . . . .      42,783,000        6,539,000
                                              ---------------  --------------

  Total investments. . . . . . . . . . . . .   1,973,026,000    1,515,132,000

Variable annuity assets held in separate
  accounts . . . . . . . . . . . . . . . . .     438,993,000      344,619,000
Accrued investment income. . . . . . . . . .      23,922,000       18,169,000
Deferred acquisition costs . . . . . . . . .     134,607,000       96,918,000
Deferred income taxes                             17,408,000              ---
Receivable from brokers for sales of
  securities . . . . . . . . . . . . . . . .       1,919,000       30,597,000
Other assets . . . . . . . . . . . . . . . .       3,111,000        2,247,000
                                              ---------------  --------------

TOTAL ASSETS . . . . . . . . . . . . . . . .  $2,592,986,000   $2,007,682,000
                                              ===============  ==============

LIABILITIES AND SHAREHOLDER'S EQUITY

Reserves, payables and accrued liabilities:
  Reserves for fixed annuity contracts . . .  $1,655,560,000   $1,432,558,000
  Reserves for universal life insurance
    contracts                                    281,567,000              ---
  Income taxes currently payable . . . . . .      13,611,000       10,144,000
  Payable to brokers for purchases
    of securities. . . . . . . . . . . . . .       1,985,000       19,806,000
  Other liabilities. . . . . . . . . . . . .      28,919,000       12,088,000
                                              ---------------  --------------

  Total reserves, payables
    and accrued liabilities. . . . . . . . .   1,981,642,000    1,474,596,000
                                              ---------------  --------------

Variable annuity liabilities related
  to separate accounts . . . . . . . . . . .     438,993,000      344,619,000
                                              ---------------  --------------

Deferred income taxes                                    ---        3,792,000
                                              ---------------  --------------

Shareholder's equity:
  Common Stock . . . . . . . . . . . . . . .       3,000,000        3,000,000
  Additional paid-in capital . . . . . . . .     144,428,000      144,428,000
  Retained earnings. . . . . . . . . . . . .      41,767,000       34,737,000
  Accumulated other comprehensive
    income (loss). . . . . . . . . . . . . .     (16,844,000)       2,510,000
                                              ---------------  --------------

  Total shareholder's equity . . . . . . . .     172,351,000      184,675,000
                                              ---------------  --------------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY .  $2,592,986,000   $2,007,682,000
                                              ===============  ==============
</TABLE>







                             See accompanying notes

                                        3
<PAGE>
<TABLE>
<CAPTION>

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

                                                  Three  Months                 Nine  Months
                                       ---------------------------   ---------------------------
                                               1999           1998           1999           1998
                                       ------------   ------------   ------------   ------------


<S>                                    <C>            <C>            <C>            <C>
Investment income . . . . . . . . . .  $ 37,117,000   $ 28,833,000   $ 91,523,000   $ 87,614,000
                                       -------------  -------------  -------------  -------------

Interest expense on:
  Fixed annuity contracts . . . . . .   (21,091,000)   (19,127,000)   (55,989,000)   (59,317,000)
  Universal life insurance contracts     (3,482,000)           ---     (3,482,000)           ---
  Senior indebtedness                           ---        (71,000)           ---        (81,000)
                                       -------------  -------------  -------------  -------------

  Total interest expense. . . . . . .   (24,573,000)   (19,198,000)   (59,471,000)   (59,398,000)
                                       -------------  -------------  -------------  -------------

NET INVESTMENT INCOME . . . . . . . .    12,544,000      9,635,000     32,052,000     28,216,000
                                       -------------  -------------  -------------  -------------

NET REALIZED INVESTMENT
  GAINS (LOSSES). . . . . . . . . . .    (4,874,000)       160,000     (5,451,000)     2,615,000
                                       -------------  -------------  -------------  -------------

Fee income:
  Variable annuity fees . . . . . . .     1,657,000      1,085,000      4,548,000      2,908,000
  Universal life insurance fees           1,966,000            ---      1,966,000            ---
  Surrender charges . . . . . . . . .       895,000        913,000      2,343,000      3,396,000
                                       -------------  -------------  -------------  -------------

TOTAL FEE INCOME. . . . . . . . . . .     4,518,000      1,998,000      8,857,000      6,304,000
                                       -------------  -------------  -------------  -------------

GENERAL AND ADMINISTRATIVE
  EXPENSES. . . . . . . . . . . . . .    (4,166,000)    (1,156,000)    (6,419,000)    (2,357,000)
                                       -------------  -------------  -------------  -------------

AMORTIZATION OF DEFERRED
  ACQUISITION COSTS . . . . . . . . .    (6,000,000)    (4,540,000)   (16,800,000)   (13,094,000)
                                       -------------  -------------  -------------  -------------

ANNUAL COMMISSIONS. . . . . . . . . .      (155,000)       (78,000)      (323,000)      (236,000)
                                       -------------  -------------  -------------  -------------

PRETAX INCOME . . . . . . . . . . . .     1,867,000      6,019,000     11,916,000     21,448,000

Income tax expense. . . . . . . . . .      (731,000)    (2,788,000)    (4,886,000)    (9,187,000)
                                       -------------  -------------  -------------  -------------


NET INCOME. . . . . . . . . . . . . .     1,136,000      3,231,000      7,030,000     12,261,000


OTHER COMPREHENSIVE INCOME (LOSS),
  NET OF TAX:
  Net unrealized gains (losses)
    on debt and equity securities
    available for sale identified
    in the current period . . . . . .   (13,874,000)       949,000    (20,051,000)     1,563,000
                                       -------------  -------------  -------------  -------------
  Less reclassification
    adjustment for net
    realized losses (gains)
    included in net income. . . . . .       685,000         39,000        697,000       (368,000)
                                       -------------  -------------  -------------  -------------

  OTHER COMPREHENSIVE INCOME (LOSS) .   (13,189,000)       988,000    (19,354,000)     1,195,000
                                       -------------  -------------  -------------  -------------

COMPREHENSIVE INCOME (LOSS) . . . . .  $(12,053,000)  $  4,219,000   $(12,324,000)  $ 13,456,000
                                       =============  =============  =============  =============
</TABLE>


                             See accompanying notes

                                        4
<PAGE>
<TABLE>
<CAPTION>

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


                                                        1999            1998
                                              --------------  --------------
<S>                                           <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . .  $   7,030,000   $  12,261,000
Adjustments to reconcile net income to net
  cash provided by operating activities:
    Interest credited to:
      Fixed annuity contracts. . . . . . . .     55,989,000      59,317,000
      Universal life insurance contracts          3,482,000             ---
      Net realized investment losses (gains)      5,451,000      (2,615,000)
      Accretion of net discounts on
        investments. . . . . . . . . . . . .     (2,847,000)     (1,442,000)
    Amortization of goodwill . . . . . . . .         44,000          44,000
    Provision for deferred income taxes. . .    (10,779,000)     (1,150,000)
Change in:
  Accrued investment income. . . . . . . . .     (5,753,000)      1,355,000
  Deferred acquisition costs . . . . . . . .      6,311,000       6,113,000
  Income taxes currently payable . . . . . .      3,467,000       5,782,000
  Other liabilities. . . . . . . . . . . . .     16,831,000      (6,097,000)
Other, net . . . . . . . . . . . . . . . . .      3,392,000       8,288,000
                                              --------------  --------------

NET CASH PROVIDED BY OPERATING ACTIVITIES. .     82,618,000      81,856,000
                                              --------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of:
  Bonds and notes. . . . . . . . . . . . . .   (471,548,000)   (587,837,000)
  Mortgage loans . . . . . . . . . . . . . .    (65,921,000)    (82,256,000)
  Other investments, excluding short-term
    investments                                         ---         225,000
Sales of:
  Bonds and notes. . . . . . . . . . . . . .    280,011,000     634,365,000
  Other investments, excluding short-term
    investments. . . . . . . . . . . . . . .        914,000         494,000
Redemptions and maturities of:
  Bonds and notes. . . . . . . . . . . . . .     57,817,000      57,301,000
  Mortgage loans . . . . . . . . . . . . . .     28,726,000      23,243,000
  Other investments, excluding short-term
    investments                                     408,000             ---
Short-term investments received from
  Anchor National Life Insurance Company
  in assumption reinsurance transaction
  with MBL Life Assurance Corporation           368,665,000             ---
                                              --------------  --------------

NET CASH PROVIDED BY INVESTING ACTIVITIES. .    199,072,000      45,535,000
                                              --------------  --------------
</TABLE>






















                             See accompanying notes

                                        5

<PAGE>
<TABLE>
<CAPTION>

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


                                                   1999            1998
                                         --------------  --------------
<S>                                      <C>             <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Premium receipts on:
  Fixed annuity contracts . . . . . . .  $  49,794,000   $ 100,061,000
  Universal life insurance contracts         2,572,000             ---
  Net exchanges from the fixed accounts
    of variable annuity contracts . . .    (29,736,000)    (36,220,000)
Withdrawal payments on:
  Fixed annuity contracts . . . . . . .   (234,431,000)   (165,960,000)
  Universal life insurance contracts        (4,101,000)            ---
  Claims and annuity payments on fixed
    annuity contracts . . . . . . . . .    (24,902,000)    (29,967,000)
Net repayments of other short-term
  financings                                       ---     (10,686,000)
                                         --------------  --------------

NET CASH USED BY FINANCING ACTIVITIES .   (240,804,000)   (142,772,000)
                                         --------------  --------------

NET DECREASE IN CASH AND SHORT-TERM
  INVESTMENTS . . . . . . . . . . . . .     40,886,000     (15,381,000)

CASH AND SHORT-TERM INVESTMENTS AT
  BEGINNING OF PERIOD . . . . . . . . .     18,466,000      71,060,000
                                         --------------  --------------

CASH AND SHORT-TERM INVESTMENTS AT
  END OF PERIOD . . . . . . . . . . . .  $  59,352,000   $  55,679,000
                                         ==============  ==============


SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid on indebtedness            $         ---   $      81,000
                                         ==============  ==============

Net income taxes paid . . . . . . . . .  $  13,122,000   $   5,438,000
                                         ==============  ==============
</TABLE>

































                             See accompanying notes

                                        6
<PAGE>
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

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

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

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

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

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

On  December  31,  1998,  Anchor  National  Life Insurance Company ("ANLIC"), an
affiliate  of  the  Company,  acquired  the  individual  life  business  and the
individual  and  group  annuity business of MBL Life Assurance Corporation ("MBL
Life"),  via  a  100%  coinsurance  transaction,  for  a  cash purchase price of
$128,420,000.  As  part  of  this  transaction,  ANLIC acquired assets having an
aggregate  fair  value  of $5,718,227,000, composed primarily of invested assets
totaling  $5,715,010,000.  Liabilities  assumed  by  ANLIC  in  this acquisition
totaled  $5,831,266,000,  including  $3,460,503,000  of  fixed annuity reserves,
$2,317,365,000  of  universal  life  reserves  and  $24,011,000  of  guaranteed
investment  contract  reserves.

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





                                        7
<PAGE>
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

2.     Reinsurance  (continued)
       -----------

Approximately  $10,000,000  of  the $128,420,000 purchase price was allocated to
the  Company  based  on  the  estimated  future  gross  profits  of the New York
Business,  and  together with $2,000,000 of acquisition expenses, is included in
Deferred  Acquisition  Costs  in  the  accompanying  balance  sheet.

     This  business  was  assumed  from MBL Life subject to existing reinsurance
ceded  agreements  in  which  the  maximum  retention  on  any  single  life was
$2,000,000.  In  order  to limit even further the exposure to loss on any single
life and to recover an additional portion of the benefits paid over such limits,
the  Company entered into a monthly renewable term reinsurance treaty, effective
July  1,  1999,  under which it retains no more than $100,000 of risk on any one
insured  life.  With  respect  to  the  assumption  agreement, the Company could
become  liable  for  all obligations of the reinsured policies if the reinsurers
were  to  become  unable  to  meet  the obligations assumed under the respective
reinsurance  agreements.

3.     Adoption  of  New  Accounting  Standard
       ---------------------------------------

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










































































                                        8
<PAGE>
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

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

The  before tax, after tax, and tax benefit (expense) amounts for each component
of  the increase (decrease) in unrealized gains on bonds and notes available for
sale  for  both  the  current  and  prior  periods  are  summarized  below:

<TABLE>
<CAPTION>

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

THREE  MONTHS  ENDED  SEPTEMBER  30,
1999:
<S>                                 <C>            <C>           <C>
  Net unrealized losses on debt
  and equity securities available
  for sale identified in the
  current period . . . . . . . . .  $(22,863,000)  $ 8,002,000   $(14,861,000)

  Increase in deferred acquisition
    cost adjustment identified in
    the current period . . . . . .     1,519,000      (532,000)       987,000
                                    -------------  ------------  -------------

  Subtotal . . . . . . . . . . . .   (21,344,000)    7,470,000    (13,874,000)
                                    -------------  ------------  -------------

  Reclassification adjustment for:
    Net realized losses included
      in net income. . . . . . . .     4,872,000    (1,705,000)     3,167,000
  Related change in deferred
    acquisition costs. . . . . . .    (3,819,000)    1,337,000     (2,482,000)
                                    -------------  ------------  -------------
    Total reclassification
      adjustment . . . . . . . . .     1,053,000      (368,000)       685,000
                                    -------------  ------------  -------------

  Total other comprehensive loss .  $(20,291,000)  $ 7,102,000   $(13,189,000)
                                    =============  ============  =============

THREE MONTHS ENDED SEPTEMBER 30,
1998:

  Net unrealized gains on debt and
  equity securities available
  for sale identified in the
  current period . . . . . . . . .  $  3,481,000   $(1,218,000)  $  2,263,000

  Decrease in deferred acquisition
    cost adjustment identified in
    the current period . . . . . .    (2,022,000)      708,000     (1,314,000)
                                    -------------  ------------  -------------

  Subtotal . . . . . . . . . . . .     1,459,000      (510,000)       949,000
                                    -------------  ------------  -------------

  Reclassification adjustment for:
    Net realized gains included
      in net income. . . . . . . .       240,000       (84,000)       156,000
  Related change in deferred
    acquisition costs. . . . . . .      (179,000)       62,000       (117,000)
                                    -------------  ------------  -------------
    Total reclassification
      adjustment . . . . . . . . .        61,000       (22,000)        39,000
                                    -------------  ------------  -------------

  Total other comprehensive income  $  1,520,000   $  (532,000)  $    988,000
                                    =============  ============  =============






</TABLE>


                                        9

<PAGE>
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

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

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

NINE  MONTHS  ENDED  SEPTEMBER  30,
1999:
<S>                                 <C>            <C>            <C>
  Net unrealized losses on debt
  and equity securities available
  for sale identified in the
  current period . . . . . . . . .  $(69,255,000)  $ 24,239,000   $(45,016,000)

  Increase in deferred acquisition
    cost adjustment identified in
    the current period . . . . . .    38,408,000    (13,443,000)    24,965,000
                                    -------------  -------------  -------------

  Subtotal . . . . . . . . . . . .   (30,847,000)    10,796,000    (20,051,000)
                                    -------------  -------------  -------------

  Reclassification adjustment for:
    Net realized losses included
      in net income. . . . . . . .     5,479,000     (1,918,000)     3,561,000
    Related change in deferred
      acquisition costs. . . . . .    (4,408,000)     1,544,000     (2,864,000)
                                    -------------  -------------  -------------
    Total reclassification
      adjustment . . . . . . . . .     1,071,000       (374,000)       697,000
                                    -------------  -------------  -------------

  Total other comprehensive loss .  $(29,776,000)  $ 10,422,000   $(19,354,000)
                                    =============  =============  =============

NINE MONTHS ENDED SEPTEMBER 30,
1998:

  Net unrealized gains on debt
  and equity securities available
  for sale identified in the
  current period . . . . . . . . .  $  4,132,000   $ (1,446,000)  $  2,686,000

  Decrease in deferred acquisition
    cost adjustment identified in
    the current period . . . . . .    (1,727,000)       604,000     (1,123,000)
                                    -------------  -------------  -------------

  Subtotal . . . . . . . . . . . .     2,405,000       (842,000)     1,563,000
                                    -------------  -------------  -------------

  Reclassification adjustment for:
    Net realized gains included
      in net income. . . . . . . .    (2,395,000)       838,000     (1,557,000)
    Related change in deferred
      acquisition costs. . . . . .     1,828,000       (639,000)     1,189,000
                                    -------------  -------------  -------------
    Total reclassification
      adjustment . . . . . . . . .      (567,000)       199,000       (368,000)
                                    -------------  -------------  -------------

  Total other comprehensive income  $  1,838,000   $   (643,000)  $  1,195,000
                                    =============  =============  =============
</TABLE>













                                       10

<PAGE>
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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

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

RESULTS  OF  OPERATIONS

     NET INCOME totaled $1.1 million in the third quarter of 1999, compared with
$3.2  million  in  the  third  quarter of 1998.  For the nine months, net income
amounted  to $7.0 million in 1999, compared with $12.3 million in 1998.  On July
1,  1999,  the  Company acquired the New York individual life and individual and
group  annuity  business  of MBL Life Assurance Corporation (the "Acquisition").
The  Acquisition was accounted for under the purchase method of accounting, and,
therefore  results  of operations include those of the Acquisition only from its
date  of acquisition.  Consequently, the operating results for 1999 and 1998 are
not  comparable.  On  a  pro  forma  basis,  using  the  historical  financial
information  of the acquired business and assuming that the Acquisition had been
consummated  on  July 1, 1998, the beginning of the prior-year periods discussed
herein,  net income would have been $4.3 million and $13.4 million for the third
quarter  and  the  nine  months  of  1998,  respectively.

     PRETAX  INCOME  totaled  $1.9 million in the third quarter of 1999 and $6.0
million  in  the  third  quarter  of  1998.  For  the  nine  months,  pretax

                                       11
<PAGE>

income  totaled  $11.9 million in 1999, compared with $21.4 million in 1998. The
decreases  in 1999 resulted primarily from a decrease in net realized investment
gains, increased general and administrative expenses, and increased amortization
of deferred acquisition costs, which were partially offset by increased variable
annuity  and  universal  life  insurance  fees.

     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, increased to $12.5 million in the third quarter of
1999  from $9.6 million in the third quarter of 1998.  These amounts equal 2.36%
on  average  invested assets (computed on a daily basis) of $2.13 billion in the
third  quarter  of 1999 and 2.52% on average invested assets of $1.53 billion in
the third quarter of 1998.  For the nine months, net investment income increased
to  $32.1  million in 1999 from $28.2 million in 1998, equaling 2.51% of average
invested assets of $1.70 billion in 1999 and 2.44% of average invested assets of
$1.54  billion in 1998.  On a pro forma basis, assuming the Acquisition had been
consummated  on  July 1, 1998, net investment income on related average invested
assets  would  have been 1.83% and 2.06% in the third quarter and nine months of
1998, respectively. The improvement of 1999 net investment yields over these pro
forma amounts reflects the redeployment of lower yielding assets received in the
Acquisition  into  higher  yielding  investment  categories.

     Net investment spreads include the effect of income earned on the excess of
average  invested  assets over average interest-bearing liabilities. This excess
amounted  to  $116.1  million in the third quarter of 1999, $56.0 million in the
third  quarter  of  1998,  $90.3  million  in  the nine months of 1999 and $52.8
million  in the nine months of 1998.  The difference between the Company's yield
on  average  invested  assets  and  the  rate  paid  on average interest-bearing
liabilities  (the  "Spread  Difference") was 2.09% in the third quarter of 1999,
2.33%  in  the  third  quarter  of 1998 and 2.25% in the nine months of 1999 and
1998.  On  a  pro  forma basis, assuming the Acquisition had been consummated on
July 1, 1998, the spread difference would have been 1.93% and 2.20% in the third
quarter  and  nine months of 1998, respectively, reflecting primarily the effect
of  the  lower yielding assets received in the Acquisition.  The invested assets
associated  with  the  Acquisition included high-grade corporate, government and
government/agency  bonds,  which are generally lower yielding than a significant
portion  of  the  invested  assets  that comprise the remainder of the Company's
portfolio.

     Investment  income  (and  the  related  yields  on average invested assets)
totaled  $37.1  million  (6.98%)  in  the  third  quarter of 1999, $28.8 million
(7.55%)  in  the third quarter of 1998, $91.5 million (7.16%) in the nine months
of  1999 and $87.6 million (7.56%) in the nine months of 1998.  The decreases in
the  investment  yields  in  1999  as compared with 1998 principally reflect the
effects  of  lower  yielding  assets received in the Acquisition. On a pro forma
basis,  assuming the Acquisition had been consummated on July 1, 1998, the yield
on  related average invested assets would have been 7.37% and 7.49% in the third
quarter  and  nine  months  of  1998,  respectively.

     Total  interest expense equaled $24.6 million in the third quarter of 1999,
compared  with $19.2 million in the third quarter of 1998.  For the nine months,
total  interest  expense  aggregated  $59.5 million in 1999 and $59.4 million in
1998.  The  average  rate  paid on all interest-bearing liabilities was 4.89% in
the third quarter of 1999, 5.22% in the third quarter of 1998, 4.91% in the nine
months  of  1999  and  5.31%  in  the  nine  months  of  1998.  Interest-bearing
liabilities averaged $2.01 billion in the third quarter of  1999,  $1.47 billion
in the third quarter of 1998, $1.61 billion in the nine months of 1999 and $1.49
billion  in the nine months of 1998.  Total interest expense in 1999 and related
average  rates  paid  reflect  the  effects  of the acquisition.  On a pro forma
basis,  assuming  the  Acquisition  had  been  consummated  on July 1, 1998, the
average  rate  paid  on

                                       12
<PAGE>

all  interest-bearing  liabilities  would  have  been  5.53%  and  5.43%  and
interest-bearing liabilities would have averaged $2.16 billion and $1.72 billion
in  the  third  quarter and nine months of 1998, respectively.  The decreases in
the  overall rates paid in 1999 result primarily from a generally lower interest
rate  environment.

     GROWTH  IN  AVERAGE INVESTED ASSETS largely resulted from the impact of the
Acquisition.  Changes  in  average  invested  assets also reflect sales of fixed
annuities  and  the  fixed  account  options  of  the Company's variable annuity
products  ("Fixed Annuity Premiums"), and renewal premiums on its universal life
product  ("UL  Premiums")  acquired  in the Acquisition, partially offset by net
exchanges  from  fixed  accounts  into the separate accounts of variable annuity
contracts.  Fixed  Annuity Premiums and UL Premiums totaled $35.4 million in the
third quarter of 1999, $31.2 million in the third quarter of 1998, $69.9 million
in  the  nine  months of 1999, and $100.1 million in the nine months of 1998 and
are  largely  premiums  for  the  fixed  accounts  of  variable annuities.  Such
premiums have decreased in the nine months principally as a result of regulatory
changes  in  the  state  of  New  York  relating  to non-taxable policy exchange
requirements  offset  by  greater  inflows into the one-year and six-month fixed
accounts  of  these  products, which are used for dollar-cost averaging into the
variable accounts. Accordingly, the Company anticipates that it will see a large
portion of these premiums transferred into the variable funds.  On an annualized
basis,  these premiums represent 7%, 7%, 8% and 9%, respectively, of the related
reserve  balances at the beginning of the respective periods. These decreases in
1999  premiums when expressed as a percentage of related reserve balances result
from the impact of the Acquisition.  When premium and reserve balances resulting
from  the Acquisition are excluded, the resulting premiums represent 10% and 12%
of beginning fixed annuity reserve balances in the third quarter and nine months
of  1999,  respectively.

     NET REALIZED INVESTMENT LOSSES totaled $4.9 million in the third quarter of
1999,  compared  with net realized investment gains of $0.2 million in the third
quarter  of  1998.  For the nine months, net realized investment losses amounted
to  $5.5  million  in  1999, compared with net realized investment gains of $2.6
million  in  1998.  Net  realized investment losses in the third quarter of 1999
include  impairment  writedowns  of  $3.2 million and in the nine months of 1999
include  impairment  writedowns  of  $7.0  million.  There  were  no  impairment
writedowns  in  the third quarter of 1998 and $0.4 million in the nine months of
1998.  Thus,  net  losses from sales and redemptions of investments totaled $1.7
million  in  the  third  quarter  of  1999, compared to net gains from sales and
redemptions  of  investments  of $0.2 million in the third quarter of 1998.  Net
gains from sales of investments totaled $1.3 million in the nine months of 1999,
compared  to  $3.0  million  in  the  nine  months  of  1998.

     The  Company sold or redeemed invested assets, principally bonds and notes,
aggregating  $104.7  million in the third quarter of 1999, $257.6 million in the
third  quarter  of  1998,  $337.7  million in the nine months of 1999 and $524.6
million in the nine months of 1998.  Sales of investments result from the active
management  of  the Company's investment portfolio, including assets received as
of  part  of  the Acquisition.  Because redemptions of investments are generally
involuntary  and  sales  of  investments  are  made  in  both rising and falling
interest  rate  environments, net gains and losses from sales and redemptions of
investments  fluctuate  from period to period, and represent 0.32%, 0.05%, 0.12%
and  0.26%  of  average  invested assets in the third quarter of 1999, the third
quarter  of  1998,  the  nine  months  of  1999  and  the  nine  months of 1998,
respectively.  Active  portfolio  management  involves the ongoing evaluation of
asset  sectors,  individual  securities  within the investment portfolio and the
reallocation  of  investments  from  sectors that are perceived to be relatively
overvalued  to  sectors  that  are  perceived to be relatively undervalued.  The

                                       13
<PAGE>
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  primarily  have been applied to defaulted bonds and
mortgage  loans.  On  an annualized basis, impairment writedowns represent 0.59%
and  0.55%  of  related  average invested assets for the quarter and nine months
ended September 30, 1999 and 1998, respectively.  For the twenty fiscal quarters
beginning  October  1,  1994,  impairment  writedowns  as  a  percent of average
invested  assets  have  ranged  up  to  0.86%  and  have  averaged  0.16%.  Such
writedowns  are  based  upon  estimates  of  the  net  realizable  value  of the
applicable  assets.  Actual  realization  will  be dependent upon future events.

     VARIABLE  ANNUITY  FEES are based on the market value of assets in separate
accounts  supporting variable annuity contracts.  Such fees totaled $1.7 million
in the third quarter of 1999 and $1.1 million in the third quarter of 1998.  For
the  nine  months,  variable annuity fees totaled $4.5 million in 1999, compared
with $2.9 million in 1998.  The increased fees in 1999 reflect growth in average
variable  annuity  assets,  principally  due  to the receipt of variable annuity
premiums,  increased  market values and net exchanges into the separate accounts
from  the  fixed  accounts  of  variable  annuity contracts, partially offset by
surrenders.  On  an  annualized  basis,  variable annuity fees represent 1.5% of
average  variable  annuity  assets  in  all periods presented.  Variable annuity
assets  averaged  $427.6  million,  $279.5  million,  $393.3  million and $251.8
million,  during  the third quarter of 1999, the third quarter of 1998, the nine
months  of  1999  and  the  nine months of 1998, respectively.  Variable annuity
premiums,  which  exclude  premiums  allocated to the fixed accounts of variable
annuity  products,  aggregated $23.1 million in the third quarter of 1999, $21.2
million  in  the third quarter of 1998, $52.5 million in the nine months of 1999
and  $63.6  million  in  the nine months of 1998.  On an annualized basis, these
amounts  represent  22%,  30%,  20%  and 43% of variable annuity reserves at the
beginning  of  the respective periods.  Transfers from the fixed accounts of the
Company's  variable  annuity  products  to the separate accounts (see "Growth in
Average  Invested  Assets")  are not classified in variable annuity premiums (in
accordance  with generally accepted accounting principles). Accordingly, changes
in  variable  annuity  premiums  are  not necessarily indicative of the ultimate
allocation  by  customers  among  fixed  and  variable  account  options  of the
Company's  variable  annuity  products.

     Sales of variable annuity products (which include premiums allocated to the
fixed  accounts)  ("Variable  Annuity Product Sales") amounted to $34.4 million,
$24.7  million,  64.5 million and 70.3 million in the third quarters of 1999 and
1998  and  in  the  nine months of 1999 and 1998, respectively. Variable annuity
product sales primarily reflect sales of the Company's flagship variable annuity
line,  Polaris.  The  Polaris  products are multimanager variable annuities that
offer investors a choice of 26 variable funds and 6 guaranteed fixed-rate funds.
Variable  Annuity  Product Sales have decreased in 1999, principally as a result
of  regulatory  changes  in the State of New York relating to non-taxable policy
exchange  requirements.

     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 result from the acquisition of universal life
insurance  contract reserves and the ongoing receipt of renewal premiums on such
contracts,  and  comprise  mortality  charges,  up-front fees earned on premiums
received  and  administrative  fees  on  such  contracts.  Universal  life

                                       14
<PAGE>

insurance  fees amounted to $2.0 million in the third quarter and nine months of
1999.  Such  fees  annualized  represent 2.79% and 2.76% of average reserves for
universal  life  insurance  contracts  for  the third quarter and nine months of
1999,  respectively.  Since the Acquisition occurred on July 1, 1999, there were
no  such  fees  earned  in  1998.

     SURRENDER  CHARGES  on  fixed  and  variable  annuity  and  universal  life
contracts  totaled  $0.9  million  in the third quarter of 1999 (including $0.04
million  attributable  to the Acquisition) and $0.9 million in the third quarter
1998.  For  the nine months, such surrender charges totaled $2.3 million in 1999
(including  $0.04  million  attributable to the Acquisition) and $3.4 million in
1998.  Surrender  charges  generally  are  assessed  on withdrawals at declining
rates  during  the  first seven years of a contract. Withdrawal payments totaled
$169.4  million  in  the  third  quarter  of  1999  (including  $87.7  million
attributable  to the Acquisition) compared to $48.5 million in the third quarter
of  1998.  For  the  nine  months, withdrawal payments totaled $258.6 million in
1999  (including  $87.7  million  attributable  to  the  Acquisition) and $182.0
million  in 1998.  Annualized, these payments, when expressed as a percentage of
averaged fixed and variable annuity and universal life reserves, represent 28.2%
(58.3% attributable to the Acquisition), 11.4%, 17.5% (19.4% attributable to the
Acquisition)  and  13.9% for the third quarters of 1999 and 1998 and nine months
of  1999  and  1998,  respectively.  Excluding  the  effects of the Acquisition,
withdrawal  payments  represent  18.1%  and  16.6% in the third quarter and nine
months  of  1999,  respectively,  of  related average fixed and variable annuity
reserves.  Withdrawals  include  variable  annuity  payments  from  the separate
accounts totaling $7.6 million (7.1% of average variable annuity reserves), $3.1
million  (4.4%  of  average  variable  annuity reserves), $20.0 million (6.8% of
average  variable annuity reserves), and $10.8 million (5.7% of average variable
annuity  reserves) in the third quarters of 1997 and 1998 and the nine months of
1999 and 1998, respectively.  Consistent with the assumptions used in connection
with  the  Acquisition,  management  anticipates  that  the  level of withdrawal
payments  will  reflect  higher  relative  withdrawal  rates  in the near future
because  of  higher  surrenders  on  the  acquired  business.

     GENERAL  AND  ADMINISTRATIVE  EXPENSES  totaled  $4.2  million in the third
quarter  of  1999  and  $1.2 million in the third quarter of 1998.  For the nine
months,  general  and  administrative  expenses totaled $6.4 million in 1999 and
$2.4  million in 1998.  The increases in 1999 over 1998 principally reflect $1.5
million  of  reinsurance  premiums paid and other increased costs related to the
business  acquired  in  the  Acquisition,  and expenses related to servicing the
Company's  growing block of variable annuity policies.  In addition, expenses in
1998  include  a  credit  of  approximately  $1.2  million  relating  to expense
allowances  on  ceded  reinsurance.  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 $6.0 million (including
$0.3  million  attributable  to  the Acquisition), in the third quarter of 1999,
compared  with  $4.5  million in the third quarter of 1998. For the nine months,
such  amortization totaled $16.8 million (including $0.3 million attributable to
the  Acquisition),  in  1999  and  $13.1  million  in  1998.  The  increases  in
amortization  during  1999  were also due to additional Variable Annuity Product
Sales  and the subsequent amortization of related deferred commissions and other
direct  selling  costs.

     ANNUAL  COMMISSIONS  represent  renewal  commissions,  including those paid
quarterly  in  arrears  to  maintain the persistency of certain of the Company's
fixed  and  variable annuity contracts.  Annual commissions totaled $0.2 million
in  the  third  quarter  of  1999  and  $0.1  million  in  the  third  quarter

                                       15

<PAGE>


of  1998.  For  the nine months, annual commissions totaled $0.3 million in 1999
and  $0.2  million  in  1998.

     INCOME  TAX  EXPENSE  totaled  $0.7  million  in the third quarter of 1999,
compared  with $2.8 million in the third quarter of 1998 and $4.9 million in the
nine  months  of  1999,  compared  with $9.2 million in the nine months of 1998,
representing  effective  annualized  tax  rates  of  39%,  46%,  41%  and  43%,
respectively.

FINANCIAL  CONDITION  AND  LIQUIDITY

     SHAREHOLDER'S EQUITY decreased to $172.4 million at September 30, 1999 from
$184.7  million  at December 31, 1998, primarily due to a $19.4 million decrease
in  accumulated  other comprehensive income offset by $7.0 million of net income
recorded  in  1999.

     INVESTED  ASSETS  totaled  $1.97  billion  at  September 30, 1999 and $1.52
billion  at  December 31, 1998.  The Company manages most of its invested assets
internally.  The  Company's  general investment philosophy is to hold fixed-rate
assets  for  long-term  investment.  Thus, it does not have a trading portfolio.
However, the Company has determined that all of its portfolio of bonds and notes
(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, 1999, had an amortized cost that was $44.0 million
greater  than  its  aggregate fair value at September 30, 1999, compared with an
aggregate  fair  value  that  exceeded  its  amortized  cost by $19.8 million at
December  31,  1998.

     At  September  30, 1999, the Bond Portfolio included $1.58 billion of bonds
rated  by  Standard  &  Poor's  Corporation  ("S&P"),  Moody's Investors Service
("Moody's"),  Duff  & Phelps Credit Rating Co. ("DCR"), Fitch Investors Service,
L.P.  ("Fitch") or the National Association of Insurance Commissioners ("NAIC"),
and  $76.6  million  of bonds rated by the Company pursuant to statutory ratings
guidelines  established by the NAIC.  At September 30, 1999, approximately $1.52
billion  of the Bond Portfolio was investment grade, including $616.1 million of
U.S.  government/agency  securities  and  mortgage-backed  securities  ("MBSs").

     At  September 30, 1999, the Bond Portfolio included $134.8 million of bonds
that  were not investment grade.  These non-investment-grade bonds accounted for
5.2%  of  the  Company's  total  assets  and  6.8%  of  its  invested  assets.

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

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
























































                                       16

<PAGE>
<TABLE>
<CAPTION>

                                        RATED BONDS BY RATING CLASSIFICATION
                                               (dollars in thousands)

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


S&P/(Moody's)                     Estimated         NAIC             Estimated               Estimated   Percent of
[DCR] {Fitch}         Amortized        fair     category Amortized        fair   Amortized        fair     invested
  category (1)             cost       value          (2)      cost       value        cost       value       assets
-------------------  ----------  ----------  ---------  ----------  ----------  ----------  ----------  -----------
<S>                  <C>         <C>         <C>        <C>         <C>         <C>         <C>         <C>
AAA+ to A-
  (Aaa to A3)
  [AAA to A-]
  {AAA to A-} . . .  $1,171,303  $1,148,832         1   $   80,718  $   79,207  $1,252,021  $1,228,039       62.24%

BBB+ to BBB-
  (Baal to Baa3)
  [BBB+ to BBB-]
  {BBB+ to BBB-}. .     242,737     236,484         2       58,024      57,762     300,761     294,246       14.91

BB+ to BB-
  (Ba1 to Ba3)
  [BB+ to BB-]
  {BB+ to BB-}. . .       8,048       7,580         3        2,390       2,155      10,438       9,735        0.49

B+ to B-
  (B1 to B3)
  [B+ to B-]
  {B+ to B-}. . . .     124,942     114,462         4        1,993       1,960     126,935     116,422        5.90

CCC+ to C
  (Caa to C)
  [CCC]
  {CCC+ to C-}. . .      10,133       7,915         5          643         555      10,776       8,470        0.43

CI to D
  [DD]
  {D}                       200         200         6          ---         ---         200         200        0.01
                     ----------  ----------             ----------  ----------  ----------  ----------

TOTAL RATED ISSUES.  $1,557,363  $1,515,473             $  143,768  $  141,639  $1,701,131  $1,657,112
                     ==========  ==========             ==========  ==========  ==========  ==========
<FN>

Footnotes  appear  on  the  following  page.
</TABLE>


                                       17

<PAGE>

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

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

(2)     Bonds and short-term promissory instruments are divided into six quality
categories  for NAIC rating purposes, ranging from 1 (highest) to 5 (lowest) for
nondefaulted  bonds  plus  one category, 6, for bonds in or near default.  These
six  categories  correspond  with the S&P/Moody's/DCR/Fitch rating groups listed
above, with categories 1 and 2 considered investment grade.  The NAIC categories
include  $76.6  million  of  assets  that  were rated by the Company pursuant to
applicable  NAIC  rating  guidelines.




                                       18
<PAGE>
     Senior  secured  loans ("Secured Loans") are included in the Bond Portfolio
and  aggregated  $137.5 million at September 30, 1999.  Secured Loans are senior
to  subordinated  debt  and equity, and are secured by assets of the issuer.  At
September  30, 1999, Secured Loans consisted of $35.8 million of publicly traded
securities  and  $101.7  million  of privately traded securities.  These Secured
Loans  are composed of loans to 55 borrowers spanning 15 industries, with 20% of
these  assets  concentrated  in  utilities and 10% concentrated in airlines.  No
other  industry  concentration  constituted  more  than  7%  of  these  assets.

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

     MORTGAGE  LOANS  aggregated  $213.8  million  at  September  30,  1999  and
consisted of 156 commercial first mortgage loans with an average loan balance of
approximately  $1.4  million, collateralized by properties located in 33 states.
Approximately  41%  of  this  portfolio  was  office,  25%  was  retail, 12% was
industrial,  11%  was  multifamily  residential  and  11%  was  other types.  At
September  30,  1999,  approximately  33%  of  this  portfolio  was  secured  by
properties located in California, approximately 11% by properties located in New
York  and  Michigan  and  no  more  than  5%  of  this  portfolio was secured by
properties  located  in  any  other  single  state.  At  September 30, 1999, one
mortgage  loan  had  an  outstanding  balance  of  $10  million  or  more, which
represented  approximately  5%  of  this portfolio, and approximately 35% of the
mortgage  loan  portfolio  consisted  of  loans with balloon payments due before
October  1,  2002.  During 1999 and 1998, loans delinquent by more than 90 days,
foreclosed loans and restructured loans have not been significant in relation to
the  total  mortgage  loan  portfolio.

     At  September  30,  1999,  approximately  56%  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 utilized, the Company believes
that  it  has  prudently  managed  the  risk  attributable  to its mortgage loan
portfolio  while  maintaining  attractive  yields.

     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


                                       19
<PAGE>
at  which  fixed-rate  investments  are priced over the yield curve, and general
economic  conditions.  Its  portfolio  strategy  is  constructed  with a view to
achieve adequate risk-adjusted returns consistent with its investment objectives
of  effective  asset-liability  matching,  liquidity  and safety.  The Company's
fixed-rate products incorporate surrender charges or other restrictions in order
to  encourage persistency.  Approximately 64% of the Company's fixed annuity and
universal  life  reserves  had  surrender  penalties  or  other  restrictions at
September  30,  1999.

     As  part  of  its asset-liability matching discipline, the Company conducts
detailed  computer  simulations that model its fixed-rate assets and liabilities
under  commonly  used  stress-test interest rate scenarios.  With the results of
these  computer  simulations, the Company can measure the potential gain or loss
in fair value of its interest-rate sensitive instruments and seek to protect its
economic  value  and  achieve  a predictable spread between what it earns on its
invested  assets and what it pays on its liabilities by designing its fixed-rate
products  and conducting its investment operations to closely match the duration
of  the  fixed-rate assets to that of its fixed-rate liabilities.  The Company's
fixed-rate  assets  include:  cash  and short-term investments; bonds and notes;
and  mortgage  loans.  At September 30, 1999, these assets had an aggregate fair
value  of  $1.93  billion  with  a  duration  of  3.8.  The Company's fixed rate
liabilities  are  its  fixed annuity and universal life insurance contracts.  At
September 30, 1999, these liabilities had an aggregate fair value (determined by
discounting  future  contractual cash flows by related market rates of interest)
of  $1.78  billion with a duration of 3.4.  The Company's potential exposure due
to a relative 10% increase in prevailing interest rates from their September 30,
1999  levels  is  a  loss of $7.6 million in fair value of its fixed-rate assets
that  is  not  offset  by  a  decrease  in  the  fair  value  of  its fixed-rate
liabilities. 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 market value 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  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.

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

     There  are risks associated with some of the techniques the Company uses to
provide  liquidity,  enhance  its  spread  income  and  match  its  assets  and
liabilities.   The  primary  risk  associated  with  the  Company's  Reverse

                                       20
<PAGE>

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.  It is the
Company's  policy that these agreements are entered into with counterparties who
have  a  debt  rating  of A/A2 or better from both S&P and Moody's.  The Company
continually  monitors its credit exposure with respect to those agreements.  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.

     DEFAULTED INVESTMENTS, comprising all investments that are in default as to
the payment of principal or interest, totaled $4.1 million at September 30, 1999
and  constituted  0.2% of total invested assets.  At December 31, 1998 defaulted
investments  totaled $2.4 million and constituted 0.2% of total invested assets.

     SOURCES  OF  LIQUIDITY  are readily available to the Company in the form of
the  Company's  existing  portfolio  of cash and short-term investments, Reverse
Repo  capacity on invested assets and, if required, proceeds from invested asset
sales.  At  September  30,  1999,  approximately $431.6 million of the Company's
Bond  Portfolio  had  an  aggregate  unrealized  gain  of  $7.6  million,  while
approximately  $1.23  billion  of the Bond Portfolio had an aggregate unrealized
loss  of  $51.6  million.  In  addition,  the  Company's  investment  portfolio
currently  provides  approximately  $19.6  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.  The Company
anticipates  that liquidity needs will be higher for the next quarter due to the
Acquisition  and  short-term investments will be sold as needed to satisfy these
requirements.


                                       21
<PAGE>

     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.

YEAR  2000

     SunAmerica  initiated  its strategy to deal with the year 2000 challenge in
1997.  At  that  time,  many of the computer systems and applications upon which
the  Company  relied in its daily operations were not year 2000 compliant.  This
means  that  because they historically used only two digits to identify the year
in  a  date,  they were unable to distinguish dates in the "2000s" from dates in
the "1900s".  SunAmerica has incurred approximately $22.5 million of programming
costs  to  make necessary repairs of certain specific non-compliant systems.  In
addition,  SunAmerica  has  made  expenditures of approximately $19.0 million to
replace  certain  other  specific non-compliant systems, which expenditures have
been  capitalized  as  software costs and will be amortized over future periods.
To  date,  the  Company  has  not  been allocated any portion of these costs and
expenditures.  SunAmerica  does  not  expect  to incur, and the Company does not
expect to be allocated, significant additional other costs because the repair or
replacement of substantially all systems was completed as of September 30, 1999.
Further,  testing  of  both  the repaired and replaced systems was substantially
completed  as of September 30, 1999.  Nevertheless, the Company will continue to
test  all  of  its  computer  systems and applications throughout 1999 to ensure
continued  compliance.

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

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


                                       22

<PAGE>

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

REGULATION

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

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

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

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



























                                       24
<PAGE>
           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The  quantitative  and  qualitative  disclosures  about  market  risk  are
contained in the Asset-Liability Matching section of Management's Discussion and
Analysis  of  Financial  Condition  and Results of Operations on pages 19 and 20
herein.














































































                                       25
<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
-----                           -----------

  2(a)     Purchase  and Sale Agreement, dated as of July 15, 1998, by and among
the Company, SunAmerica Inc. ("SAI"), Anchor National Life Insurance Company and
MBL  Life  Assurance Corporation, is incorporated herein by reference to Exhibit
2(e)  to  SAI's  1998  Annual  Report  on  Form  10-K,  filed December 21, 1998.

  3(a)     Agreement  and Plan of Merger and Amended and Restated Certificate of
Incorporation  are  incorporated  herein  by  reference  to  Exhibit 3(a) of the
Company's  1997  Annual  Report  on  Form  10-K,  filed  December  23,  1997.

  3(b)     Bylaws,  as  amended  January  1,  1996,  are  incorporated herein by
reference to Exhibit 3(b) of the Company's quarterly report on Form 10-Q for the
quarter  ended  March  31,  1996,  dated  May  14,  1996.

  27     Financial  Data  Schedule



REPORTS  ON  FORM  8-K

No  Current  Reports  on  Form  8-K  were  filed by the Company during the third
quarter  ended  September  30,  1999.








                                       26
<PAGE>
                                   SIGNATURES

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


                              FIRST  SUNAMERICA  LIFE  INSURANCE  COMPANY
                              -------------------------------------------
                              Registrant



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



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












































































                                       27
<PAGE>
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY
                             LIST OF EXHIBITS FILED

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

  27                    Financial  Data  Schedule.












































































                                       28