SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                               ______________

                                  FORM 10-Q

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

      For the quarterly period ended            December 31, 1997
                                    --------------------------------------
                                     OR

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

      For the transition period from_________________to__________________

                        Commission file number 1-4618

                               SUNAMERICA INC.
                                      
           (Exact Name of Registrant as Specified in Its Charter)

                     Maryland                         86-0176061
      (State or Other Jurisdiction of     (IRS Employer Identification No.)
        Incorporation or Organization)

           1 SunAmerica Center, Los Angeles, California 90067-6022
           (Address of Principal Executive Offices)     (Zip Code)

      Registrant's telephone number, including area code:  (310) 772-6000


      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   .
                                               ---    ---

      Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: 

      Common Stock, par value $1.00 per share, 178,899,221 shares outstanding

      Nontransferable Class B Stock, par value $1.00 per share, 16,272,702
shares outstanding








                               SUNAMERICA INC.

                                    INDEX


                                                                      Page
                                                                    Number(s)
                                                                    ---------
Part I - Financial Information 

      Consolidated Balance Sheet (Unaudited) -
      December 31, 1997 and September 30, 1997                         3-4


      Consolidated Income Statement (Unaudited) -
      Three Months Ended December 31, 1997 and 1996                    5


      Consolidated Statement of Cash Flows (Unaudited) -
      Three Months Ended December 31, 1997 and 1996                    6-7


      Notes to Consolidated Financial Statements (Unaudited)           8-12


      Management's Discussion and Analysis of Financial
        Condition and Results of Operations                            13-30

      
Part II - Other Information                                            31-32



                                SUNAMERICA INC.
                          CONSOLIDATED BALANCE SHEET
                          (In thousands - unaudited)




                                                 December 31,    September 30,
                                                        1997             1997 
                                                 ------------    -------------
ASSETS
Investments:
  Cash and short-term investments                $  1,163,180    $     993,349
  Bonds, notes and redeemable preferred stocks
    available for sale, at fair value 
      (amortized cost: December 31, 1997,
      $17,610,665; September 30, 1997,
      $18,124,837)                                 18,084,215       18,523,655
  Mortgage loans                                    3,090,069        3,139,309
  Common stocks available for sale, at fair 
    value (cost: December 31, 1997, $32,874;
    September 30, 1997, $32,821)                       91,011           96,541
  Partnerships                                      1,487,444        1,286,793
  Real estate                                          53,054           81,569
  Other invested assets                               378,506          286,962
                                                 ------------    -------------
  Total investments                                24,347,479       24,408,178

Variable annuity assets                             9,797,579        9,514,675
Accrued investment income                             283,657          296,637
Deferred acquisition costs                          1,121,847        1,118,582
Other assets                                          408,184          298,814
                                                 ------------    -------------
TOTAL ASSETS                                     $ 35,958,746    $  35,636,886
                                                 ============    =============



See accompanying notes


                                SUNAMERICA INC.
                    CONSOLIDATED BALANCE SHEET (Continued)
                          (In thousands - unaudited)

                                                 December 31,    September 30,
                                                        1997             1997 
                                                 ------------    -------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Reserves, payables and accrued liabilities:
  Reserves for fixed annuity contracts           $ 14,047,244    $  14,445,126
  Reserves for guaranteed investment contracts      5,887,177        5,553,292
  Trust deposits                                      439,554          427,433
  Payable to brokers for purchases of securities      108,032          266,477
  Income taxes currently payable                        2,827            2,025
  Other liabilities                                   733,348          828,916
                                                 ------------    -------------
  Total reserves, payables
    and accrued liabilities                        21,218,182       21,523,269
                                                 ------------    -------------
Variable annuity liabilities                        9,797,579        9,514,675
                                                 ------------    -------------
Long-term notes and debentures                      1,236,181        1,136,072
                                                 ------------    -------------
Deferred income taxes                                 494,057          383,764
                                                 ------------    -------------
Company-obligated mandatorily redeemable
  preferred securities of subsidiary grantor
  trusts whose sole assets are junior
  subordinated debentures of the Company              495,000          495,000
                                                 ------------    -------------
Shareholders' equity:
  Preferred Stock                                     248,000          248,000
  Nontransferable Class B Stock                        16,273           16,273
  Common Stock                                        178,810          179,076
  Additional paid-in capital                          738,141          750,401
  Retained earnings                                 1,281,407        1,180,446
  Net unrealized gains on debt and
    equity securities available for sale              255,116          209,910
                                                 ------------    -------------
  Total shareholders' equity                        2,717,747        2,584,106
                                                 ------------    -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $ 35,958,746    $  35,636,886
                                                 ============    =============



See accompanying notes


                                SUNAMERICA INC.
                         CONSOLIDATED INCOME STATEMENT
             For the three months ended December 31, 1997 and 1996
             (In thousands, except per-share amounts - unaudited)

                                                         1997             1996
                                                   ----------       ----------
Investment income                                  $  520,310       $  370,545
                                                   ----------       ----------
Interest expense on:
  Fixed annuity contracts                            (189,528)        (128,895)
  Guaranteed investment contracts                     (90,685)         (67,179)
  Trust deposits                                       (2,336)          (2,422)
  Senior indebtedness                                 (29,313)         (19,791)
                                                   ----------       ----------
  Total interest expense                             (311,862)        (218,287)
                                                   ----------       ----------
Dividends paid on preferred
  securities of grantor trusts                        (10,295)          (8,589)
                                                   ----------       ----------
NET INVESTMENT INCOME                                 198,153          143,669
                                                   ----------       ----------
NET REALIZED INVESTMENT GAINS (LOSSES)                  3,194           (9,304)
                                                   ----------       ----------
Fee income:
  Variable annuity fees                                45,063           30,898
  Net retained commissions                             24,596           13,322
  Surrender charges                                    12,548            7,597
  Asset management fees                                 6,903            6,418
  Loan servicing fees                                   5,663            5,769
  Trust fees                                            4,574            4,455
  Other fees                                            1,475            1,608
                                                   ----------       ----------
TOTAL FEE INCOME                                      100,822           70,067
                                                   ----------       ----------
GENERAL AND ADMINISTRATIVE EXPENSES                   (77,362)         (59,254)
                                                   ----------       ----------
AMORTIZATION OF DEFERRED ACQUISITION COSTS            (55,468)         (30,410)
                                                   ----------       ----------
PRETAX INCOME                                         169,339          114,768

Income tax expense                                    (45,700)         (34,400)
                                                   ----------       ----------
NET INCOME                                         $  123,639       $   80,368
                                                   ==========       ==========
NET INCOME PER SHARE:

  Basic                                            $     0.63       $     0.43
                                                   ==========       ==========
  Diluted                                          $     0.56       $     0.39
                                                   ==========       ==========



See accompanying notes



                                SUNAMERICA INC.
                     CONSOLIDATED STATEMENT OF CASH FLOWS
             For the three months ended December 31, 1997 and 1996
                          (In thousands - unaudited)


                                                         1997             1996
                                                 ------------     ------------
CASH FLOWS FROM OPERATING ACTIVITIES:  
  Net income                                     $    123,639     $     80,368
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Interest credited to:
        Fixed annuity contracts                       189,528          128,895
        Guaranteed investment contracts                90,685           67,179
        Trust deposits                                  2,336            2,422
      Net realized investment losses (gains)           (3,194)           9,304
      Accretion of net discounts on investments        (2,942)          (7,602)
      Provision for deferred income taxes              89,977          (11,150)
  Change in:
    Accrued investment income                          12,848          (21,938)
    Deferred acquisition costs                         (2,865)         (25,651)
    Other assets                                      (13,062)         (12,810)
    Income taxes currently payable                    (37,147)          11,012
    Other liabilities                                 (99,176)           9,094
  Other, net                                           (9,560)          12,182
                                                 ------------     ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES             341,067          241,305
                                                 ------------     ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of:
    Bonds, notes and redeemable preferred
      stocks                                       (4,313,693)      (4,119,409)
    Mortgage loans                                    (81,475)        (125,265)
    Partnerships                                     (450,813)        (352,389)
    Other investments, excluding short-term
      investments                                    (218,348)         (77,912)
    Net assets of Financial Service Corporation       (41,295)              --
  Sales of:
    Bonds, notes and redeemable preferred
      stocks                                        3,682,335        2,542,057
    Partnerships                                      169,292          100,126
    Other investments, excluding short-term
      investments                                      35,621           21,140
  Redemptions and maturities of:
    Bonds, notes and redeemable preferred
      stocks                                        1,045,679          665,599
    Mortgage loans                                    132,946           71,553
    Partnerships                                       34,651          311,424
    Other investments, excluding short-term
      investments                                     149,008           15,887
                                                 ------------     ------------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES      143,908         (947,189)
                                                 ------------     ------------

See accompanying notes



                                SUNAMERICA INC.
               CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
             For the three months ended December 31, 1997 and 1996
                          (In thousands - unaudited)


                                                         1997             1996
                                                 ------------     ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments of cash dividends to shareholders     $    (22,678)    $    (17,352)
  Premium receipts on:
    Fixed annuity contracts                           338,742          427,420
    Guaranteed investment contracts                   585,041          540,622
  Net exchanges from the fixed accounts
    of variable annuity contracts                    (258,594)         (91,348)
  Receipts of trust deposits                          179,187          149,407
  Withdrawal payments on:
    Fixed annuity contracts                          (555,631)        (233,901)
    Guaranteed investment contracts                  (341,841)        (185,918)
    Trust deposits                                   (169,403)        (126,052)
  Claims and annuity payments on fixed
    annuity contracts                                (114,783)         (75,286)
  Net proceeds from issuances of long-term notes       99,078          429,383
  Net borrowings (repayments) of other
    short-term financings                             (54,262)           5,510
  Net proceeds from issuances of preferred
    securities of subsidiary grantor trusts                --          300,202
  Net payment for redemption of Series C
    Preferred Stock                                        --          (48,680)
  Payment of issuance costs of 8-1/2% Premium 
    Equity Redemption Cumulative Security Units            --          (45,362)
                                                 ------------     ------------
NET CASH PROVIDED (USED)
  BY FINANCING ACTIVITIES                            (315,144)       1,028,645
                                                 ------------     ------------
NET INCREASE IN CASH AND
  SHORT-TERM INVESTMENTS                              169,831          322,761

CASH AND SHORT-TERM
  INVESTMENTS AT BEGINNING OF PERIOD                  993,349          529,363
                                                 ------------     ------------
CASH AND SHORT-TERM
  INVESTMENTS AT END OF PERIOD                   $  1,163,180     $    852,124
                                                 ============     ============
SUPPLEMENTAL CASH FLOW INFORMATION:

  Interest paid on indebtedness                  $     42,549     $     24,757
                                                 ============     ============
  Income taxes paid, net of refunds received     $      7,130     $     34,538
                                                 ============     ============

See accompanying notes



                               SUNAMERICA INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)



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

      In the opinion of the Company, the accompanying unaudited consolidated
      financial statements contain all adjustments (consisting of only normal
      recurring accruals) necessary to present fairly the Company's
      consolidated financial position as of December 31, 1997 and September 30,
      1997, and the results of its consolidated operations and its consolidated
      cash flows for the three months ended December 31, 1997 and 1996. The
      results of operations for the three months ended December 31, 1997 are
      not necessarily indicative of the results to be expected for the full
      year.  The accompanying unaudited consolidated financial statements
      should be read in conjunction with the audited consolidated financial
      statements for the fiscal year ended September 30, 1997, contained in the
      Company's 1997 Annual Report to Shareholders. 


2.    Acquisitions
      ------------                                           
      On March 31, 1997, the Company completed the acquisition of 1) a block
      of annuity contracts from John Alden Life Insurance Company, a subsidiary
      of John Alden Financial Corporation, and 2) all of the outstanding common
      stock of John Alden Life Insurance Company of New York.  This acquisition
      has been accounted for by using the purchase method of accounting. 
      Accordingly, the income statement for the three-month period ended
      December 31, 1996 does not include the operating results of this
      acquisition.  On a pro forma basis, assuming the acquisition occurred on
      October 1, 1996, the beginning of the three-month period ended December
      31, 1996, revenues (investment income, net realized investment losses and
      fee income) would have been $523,914,000 and net income would have been
      $90,648,000 ($0.49 per basic share and $0.44 per diluted share) for the
      three months ended December 31, 1996.



                               SUNAMERICA INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)



3.    Company-Obligated Preferred Securities of Subsidiary Grantor Trusts
      -------------------------------------------------------------------

      Preferred securities of subsidiary grantor trusts comprise $185,000,000
      liquidation amount of 8.35% Trust Originated Preferred Securities issued
      by SunAmerica Capital Trust II in October 1995 and $310,000,000
      liquidation amount of 8.30% Trust Originated Preferred Securities issued
      by SunAmerica Capital Trust III in November 1996.

      In connection with the issuance of the 8.35% Trust Originated Preferred
      Securities and the related purchase by the Company of the grantor trust's
      common securities, the Company issued to the grantor trust $191,224,250
      principal amount of 8.35% junior subordinated debentures, due 2044, which
      are redeemable at the option of the Company on or after September 30,
      2000 at a redemption price of $25 per debenture plus accrued and unpaid
      interest.   

      In connection with the issuance of the 8.30% Trust Originated Preferred
      Securities and the related purchase by the Company of the grantor trust's
      common securities, the Company issued to the grantor trust $320,670,000
      principal amount of 8.30% junior subordinated debentures, due 2045, which
      are redeemable at the option of the Company on or after November 13, 2001
      at a redemption price of $25 per debenture plus accrued and unpaid
      interest.  

      On June 16, 1997, SunAmerica Capital Trust I redeemed $52,630,875
      liquidation amount of the 9.95% Trust Originated Preferred Securities for
      a cash payment equal to the liquidation amount of $52,630,875 plus
      accrued and unpaid dividends to the redemption date of $1,105,541. 
      Concurrently, the Company redeemed all of the related 9.95% junior
      subordinated debentures, due 2044, for a liquidation of $54,258,650 plus
      accrued and unpaid interest.

      The grantor trusts are wholly owned subsidiaries of the Company. The
      debentures issued to the grantor trusts and the common securities
      purchased by the Company from the grantor trusts are eliminated in the
      balance sheet.







                               SUNAMERICA INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)
                                 (Continued)


4.    Earnings per Share
      ------------------
      
      The calculations of basic and diluted earnings per share for the three
      months ended December 31, 1997 and 1996 are as follows (in thousands,
      except per-share amounts):

      BASIC EARNINGS PER SHARE:
                                                        1998           1997
                                                    --------       --------
      Net income                                    $123,639       $ 80,368
                                                    --------       --------
      Less preferred stock dividends:
        9-1/4% Preferred Stock, Series B                  --         (2,031)
        Adjustable Rate Cumulative Preferred
          Stock, Series C                                 --            (28)
        Series E Mandatory Conversion Premium
          Dividend Preferred Stock                    (3,100)        (3,100)
                                                    --------       --------
      Total preferred stock dividends                 (3,100)        (5,159)
                                                    --------       --------
      Income available to common shareholders       $120,539       $ 75,209
                                                    ========       ========

      Average common shares issued and outstanding   195,227        179,392
      Less common shares issued and outstanding,
        but not vested to participants under 
        various employee stock plans                  (2,760)        (3,310)
                                                    --------       --------
      Average shares outstanding                     192,467        176,082
                                                    ========       ========
      Basic earnings per share                      $   0.63       $   0.43
                                                    ========       ========



                                    SUNAMERICA INC.
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      (Unaudited)
                                      (Continued)


4.    Earnings per Share  (continued)
      ------------------

      DILUTED EARNINGS PER SHARE:
                                                        1998           1997
                                                    --------       --------
      Net income                                    $123,639       $ 80,368
                                                    --------       --------
      Less preferred stock dividends:
        9-1/4% Preferred Stock, Series B                  --         (2,031)
        Adjustable Rate Cumulative Preferred
          Stock, Series C                                 --            (28)
                                                    --------       --------
      Total preferred stock dividends                     --         (2,059)
                                                    --------       --------
      Income available to common shareholders       $123,639       $ 78,309
                                                    ========       ========

      Average shares outstanding                     195,227        179,392
      Plus incremental shares from potential
        common stock:
          Average number of shares arising from
            outstanding employee stock plans           8,597          4,814
          Average number of shares issuable upon
            conversion of Series E Mandatory 
            Conversion Premium Dividend Preferred
            Stock                                     12,939         15,194
          Average number of shares issuable upon
            conversion of Premium Equity Redemption
            Cumulative Security Units                  5,397          1,061
                                                    --------       --------
      Average shares outstanding                     222,160        200,461
                                                    ========       ========
      Diluted earnings per share                    $   0.56       $   0.39
                                                    ========       ========



                               SUNAMERICA INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)
                                 (Continued)




5.    Ratio of Earnings to Fixed Charges
      ----------------------------------

      The ratios of earnings to fixed charges for the three months ended
      December 31, 1997 and 1996 are as follows:

                                                           Three months ended
                                                              December 31,  
                                                          ------------------
                                                            1997       1996 
                                                          -------    -------
      Ratio of earnings to fixed charges (which
      include dividends paid on preferred securities
      of grantor trusts and interest incurred on senior
      debt, but exclude interest incurred on fixed
      annuities, guaranteed investment contracts and
      trust deposits)                                         5.3x       5.0x
                                                          =======    ======= 
      Ratio of earnings to fixed charges (which 
      include dividends paid on preferred securities 
      of grantor trusts and interest incurred on senior
      debt, fixed annuities, guaranteed investment
      contracts and trust deposits)                           1.5x       1.5x
                                                          =======    =======
      Ratio of earnings to combined fixed charges
      and preferred stock dividends (which include
      dividends paid on preferred securities of
      grantor trusts and interest incurred
      on senior debt, but exclude interest
      incurred on fixed annuities, guaranteed
      investment contracts and trust deposits)                4.8x       4.0x
                                                          =======    =======
      Ratio of earnings to combined fixed charges
      and preferred stock dividends (which include 
      dividends paid on preferred securities of
      grantor trusts and interest incurred on
      senior debt, fixed annuities, guaranteed
      investment contracts and trust deposits)                1.5x       1.5x
                                                          =======    =======




         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 SunAmerica Inc. (the "Company") for the three months ended
December 31, 1997 ("Fiscal 1998") and December 31, 1996 ("Fiscal 1997")
follows.  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 and 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 $123.6 million ($0.63 per basic share and $0.56 per
diluted share) in Fiscal 1998, compared with $80.4 million ($0.43 per basic
share and $0.39 per diluted share) in Fiscal 1997.  On March 31, 1997, the
Company acquired certain annuity contracts from John Alden Life Insurance
Company and all of the outstanding common stock of John Alden Life Insurance
Company of New York (collectively, 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 the date of
acquisition.  Consequently, operating results for Fiscal 1998 and Fiscal 1997
are not comparable.  On a pro forma basis, using the historical operating
results of the acquired businesses and assuming the Acquisition had been
consummated on October 1, 1996, the beginning of the prior-year period
discussed herein, net income would have been $90.6 million ($0.49 per basic
share and $0.44 per diluted share) in Fiscal 1997.   

      PRETAX INCOME totaled $169.3 million in Fiscal 1998 and $114.8 million
in 1997.  The 47.5% improvement in Fiscal 1998 over Fiscal 1997 primarily
resulted from increased net investment income and fee income and investment
gains realized in Fiscal 1998, compared with net investment losses realized in
Fiscal 1997.  These favorable factors were partially offset by increased
amortization of deferred acquisition costs and higher general and
administrative expenses.

      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 $198.2 million in Fiscal 1998 from
$143.7 million in Fiscal 1997.  These amounts equal 3.28% on average invested
assets (computed on a daily basis) of $24.17 billion in Fiscal 1998 and 3.37%
on average invested assets of $17.07 billion in Fiscal 1997.  The invested
assets associated with the Acquisition included high-grade corporate,
government and government/agency bonds and cash and short-term investments,
which are generally lower yielding than a significant portion of the invested
assets that comprise the remainder of the Company's portfolio.  As a result of
the Acquisition, net investment income as a percent of average invested assets
in Fiscal 1998 has declined.  However, on a pro forma basis, assuming the
Acquisition had been consummated on October 1, 1996, net investment income on
related average invested assets would have been 3.11% in Fiscal 1997. 

      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 $1.66 billion in Fiscal 1998 and $1.15 billion in Fiscal
1997.  The difference between the Company's yield on average invested assets
and the rate paid on average interest-bearing liabilities (the "Spread
Difference") was 2.89% in Fiscal 1998 and 2.98% in Fiscal 1997.  On a pro forma
basis, assuming the Acquisition had been consummated on October 1, 1996, the
Spread Difference would have been 2.91% in Fiscal 1997.   
 
      Investment income (and the related yields on average invested assets)
totaled $520.3 million (8.61%) in Fiscal 1998, compared with $370.5 million
(8.68%) in Fiscal 1997.  Investment income and the related yields in Fiscal
1998 reflect the effects of the Acquisition.  On a pro forma basis, assuming
the Acquisition had been consummated on October 1, 1996, the yield on related
average invested assets would have been 8.50% in Fiscal 1997.  This increased
yield (on a pro forma basis) in Fiscal 1998 reflects a partial reallocation of
lower-yielding invested assets acquired as part of the Acquisition into
generally higher-yielding asset classes in which the Company has historically
invested a portion of its portfolio.  Increased investment income in Fiscal
1998 also reflects higher returns from the Company's investments in total
return bond swap agreements (the "Total Return Agreements") and increased
income from the Company's investment in partnerships, as well as the effects
of an increase in average invested assets (in excess of those acquired through
the Acquisition).

      Partnership income increased to $66.3 million (a yield of 18.80% on
related average assets of $1.41 billion) in Fiscal 1998, compared with $57.8
million (a yield of 20.00% on related average assets of $1.16 billion) in
Fiscal 1997.  Partnership income includes income recognized by using the cost
method of accounting, which amounted to $25.6 million and $17.1 million in
Fiscal 1998 and Fiscal 1997, respectively.  Such income is based upon cash
distributions received from limited partnerships, the operations of which the
Company does not influence.  Consequently, such income is not predictable and
there can be no assurance that the Company will realize comparable levels of
such income in the future.

      The Company has enhanced investment yield from time to time through Total
Return Agreements.  The Company recorded income of $16.7 million on Total
Return Agreements in Fiscal 1998, compared with $8.2 million recorded in Fiscal
1997.  The improved results in Fiscal 1998 reflect improved overall performance
of the non-investment-grade bonds underlying the Total Return Agreements and
increases in the average notional principal amount of the Total Return
Agreements. (See "Asset-Liability Matching" for additional discussion of Total
Return Agreements.)   

      Total interest and dividend expense equalled $322.2 million in Fiscal
1998 and $226.9 million in Fiscal 1997.  The average rate paid on all
interest-bearing liabilities was 5.72% in Fiscal 1998, compared with 5.70% in 
Fiscal 1997.  Interest-bearing liabilities averaged $22.52 billion during
Fiscal 1998, compared with $15.91 billion during Fiscal 1997.  On a pro forma
basis, assuming the Acquisition had been consummated on October 1, 1996, the
average rate paid on all interest-bearing liabilities would have been 5.59% in
Fiscal 1997.  The nominal increase in the actual overall rate paid since Fiscal
1997 primarily resulted from a corresponding two basis point increase in the
average rate paid on the Company's fixed annuity contracts.  The increase in
overall rate paid in Fiscal 1998 as compared with the pro forma overall rate
paid in Fiscal 1997 primarily reflects period-over-period increases in the
percentage of average interest-bearing liabilities composed of senior debt and
guaranteed investment contracts ("GICs"), which, on average, bear higher
interest rates than those of the Company's other interest-bearing liabilities. 

      GROWTH IN AVERAGE INVESTED ASSETS to $24.17 billion in Fiscal 1998 from
$17.07 billion in Fiscal 1997 primarily reflects the impact of the Acquisition. 
The Company acquired $5.00 billion of invested assets associated with the
Acquisition on March 31, 1997.  The Company intends to continue to pursue a
strategy of enhancing its internal growth with complementary acquisitions.

      Average invested assets also increased as a result of sales of the
Company's fixed-rate products, consisting of both fixed annuity premiums
(including those for the fixed accounts of variable annuity products) and GIC
premiums, and $805.7 million of aggregate net proceeds from the issuances of
Common Stock and long-term notes and debentures.  Since December 31, 1996,
fixed annuity premiums have totaled $1.40 billion and GIC premiums have
aggregated $2.12 billion.  Fixed annuity premiums totaled $338.7 million in
Fiscal 1998, compared with $427.4 million in Fiscal 1997.  These premiums
include premiums for the fixed accounts of variable annuities totaling $268.8
million and $388.4 million, respectively.  This decline in premiums allocated
to the fixed accounts of variable annuity contracts may be attributed to more
restrictive fixed-rate promotions in Fiscal 1998 than in Fiscal 1997.   

      GIC premiums increased to $585.0 million in Fiscal 1998 from $540.6
million in Fiscal 1997.  The increase in GIC premiums in Fiscal 1998 reflects
an expansion of the GIC client base due, in part, to a broadening of the
Company's products and distribution channels, including its AAA-rated company,
SunAmerica National Life Insurance Company, and its AAA/Aaa-rated credit-
enhanced GIC products. 
  
      The GICs issued by the Company generally guarantee the payment of
principal and interest at a fixed rate for a fixed term of three to five years. 
In the case of GICs sold to pension plans, certain withdrawals may be made at
book value in the event of circumstances specified in the plan document, such
as employee retirement, death, disability, hardship withdrawal or employee
termination.  The Company generally imposes surrender penalties in the event
of other withdrawals prior to maturity.  GICs purchased by banks and asset
management firms for their long-term portfolios, certain trusts or state and
local governmental entities either prohibit withdrawals or permit scheduled
book value withdrawals subject to the terms of the underlying indenture or
agreement.  GICs purchased by asset management firms for their short-term
portfolios either prohibit withdrawals or permit withdrawals with notice
ranging from 90 to 270 days.  In pricing GICs, the Company analyzes cash flow
information and prices accordingly so that it is compensated for possible
withdrawals prior to maturity.

      NET REALIZED INVESTMENT GAINS totaled $3.2 million in Fiscal 1998,
compared with net realized investment losses of $9.3 million in Fiscal 1997.
Net realized investment gains in Fiscal 1998 include impairment writedowns of
$9.8 million and net realized investment losses in Fiscal 1997 include
impairment writedowns of $7.6 million.  Therefore, the Company realized $13.0
million of net gains from sales of investments in Fiscal 1998 and $1.7 million
of net losses from sales of investments in Fiscal 1997.

      The Company sold invested assets, principally bonds and notes,
aggregating $3.89 billion and $2.57 billion in Fiscal 1998 and Fiscal 1997,
respectively.  Sales of investments result from the active management of the
Company's investment portfolio.  Because sales of investments are made in both
rising and falling interest rate environments, net gains and losses from sales
of investments fluctuate from period to period, and represent 0.21% and 0.04%
of average invested assets for Fiscal 1998 and Fiscal 1997, 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 and interest-rate risk.




      Impairment writedowns primarily have been applied to defaulted bonds and
mortgage loans.  Impairment writedowns, on an annualized basis, represent 0.16%
and 0.18% of average invested assets for Fiscal 1998 and Fiscal 1997,
respectively.  For the 17 fiscal quarters beginning October 1, 1993, impairment
writedowns as a percentage of average invested assets have ranged from 0.16%
to 1.54% and have averaged 0.35%.  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 $45.1
million in Fiscal 1998 and $30.9 million in Fiscal 1997.  These increased fees
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.  Variable annuity assets averaged
$9.58 billion during Fiscal 1998 and $6.68 billion during Fiscal 1997. 
Variable annuity premiums, which exclude premiums allocated to the fixed
accounts of variable annuity products, have aggregated $1.51 billion since
December 31, 1996.  Variable annuity premiums increased to $434.3 million in
Fiscal 1998 from $231.7 million in Fiscal 1997.  Sales of variable annuity
products (which include premiums allocated to the fixed accounts) ("Variable
Annuity Product Sales") amounted to $703.1 million and $620.1 million in Fiscal
1998 and Fiscal 1997, respectively.  Increases in Variable Annuity Product
Sales are due, in part, to market share gains through enhanced distribution
efforts and growing consumer demand for flexible retirement savings products
that offer a variety of equity, fixed income and guaranteed fixed account
investment choices.  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, recent
administration budget proposals include the proposed taxation of exchanges
involving variable annuity contracts and reallocation within variable annuity
contracts and certain other proposals relating to annuities (see "Regulation").

      NET RETAINED COMMISSIONS are primarily derived from commissions on the
sales of nonproprietary investment products by the Company's broker-dealer
subsidiaries, after deducting the substantial portion of such commissions that
is passed on to registered representatives.  Net retained commissions totaled
$24.6 million in Fiscal 1998 and $13.3 million in Fiscal 1997.  Broker-dealer
sales (mainly sales of general securities, mutual funds and annuities) totaled
$7.00 billion in Fiscal 1998 and $3.28 billion in Fiscal 1997.  The increases
in sales and net retained commissions reflect a greater number of registered
representatives, higher average production per representative and generally
favorable market conditions.  The greater number of registered representatives
was primarily due to acquisitions, including the October 1, 1997 acquisition
of Financial Service Corporation and the January 22, 1997 acquisition of The
Financial Group, Inc.  At their respective dates of acquisition, these acquired
companies licensed through their subsidiaries approximately 1,500 and 400
independent registered representatives, respectively.  Increases in net
retained commissions may not be proportionate to increases in sales primarily
due to differences in sales mix.


      SURRENDER CHARGES on fixed and variable annuities totaled $12.5 million
(including $4.5 million attributable to the Acquisition) in Fiscal 1998,
compared with $7.6 million in Fiscal 1997.  Surrender charges generally are
assessed on annuity withdrawals at declining rates during the first seven years
of an annuity contract.  Withdrawal payments, which include surrenders and
lump-sum annuity benefits, totaled $776.4 million (including $212.4  million
attributable to the Acquisition) in Fiscal 1998, compared with $410.4 million
in Fiscal 1997.  These payments represent 13.6% (17.8% of average fixed annuity
reserves associated with the Acquisition) and 10.5%, respectively, of average
fixed and variable annuity reserves.  Withdrawals include variable annuity
withdrawals from the separate accounts totaling $221.1 million in Fiscal 1998
(9.2% of average variable annuity reserves) and $177.3 million (10.6% of
average variable annuity reserves) in Fiscal 1997.  Consistent with the
assumptions used in connection with the Acquisition, and other acquisitions of
annuity businesses in Fiscal 1996, management anticipates that the level of
withdrawal payments will continue to reflect higher relative withdrawal rates
in the near future because of higher surrenders on the annuity business
acquired in the Acquisition and on the annuity businesses acquired in fiscal
year 1996.

      Excluding the effects of all recent acquisitions, withdrawal payments
represented 9.3% and 10.8% of related average fixed and variable annuity
reserves in Fiscal 1998 and Fiscal 1997, respectively.  This lower surrender
rate in Fiscal 1998 reflects the continued decrease in the percentage of non-
acquisition-related annuity contracts that are free of surrender charges.

      ASSET MANAGEMENT FEES, which include investment advisory fees and 12b-1
distribution fees, are based on the market value of assets managed in mutual
funds by SunAmerica Asset Management Corp.  Such fees totaled $6.9 million on
average assets managed of $2.69 billion in Fiscal 1998 and $6.4 million on
average assets managed of $2.21 billion in Fiscal 1997.  Asset management fees
are not proportionate to average assets managed, principally due to changes in
product mix.   Sales of mutual funds, excluding sales of money market accounts,
have aggregated $558.3 million since December 31, 1996.  Mutual fund sales
totaled $165.8 million in Fiscal 1998, up 166% from the $62.3 million in Fiscal
1997.  Redemptions of mutual funds, excluding redemptions of money market
accounts, amounted to $92.0 million in Fiscal 1998 and $103.7 million in Fiscal
1997.  The significant increases in sales during Fiscal 1998 over Fiscal 1997
principally resulted from the introduction in November 1996 of the Company's
"Style Select Series" product.

      LOAN SERVICING FEES are earned by Imperial Premium Finance, Inc.
("Imperial").  Imperial provides short-term installment loans for borrowers to
fund their property and casualty insurance premiums.  These loans are secured
by the unearned premium associated with the underlying insurance policies. 
Currently, Imperial sells most of the loans it originates and earns fee income
by servicing the sold loans.  Such fee income totaled $5.7 million on average
loans serviced of $494.0 million in Fiscal 1998, compared with $5.8 million on
average loans serviced of $478.1 million in Fiscal 1997.  Although average
loans serviced have increased during Fiscal 1998, loan servicing fees have not
increased proportionately, largely due to increased competition in the premium
finance marketplace.

      TRUST FEES are earned by Resources Trust Company for providing
administrative and custodial services primarily for individual retirement
accounts, as well as for other qualified retirement plans.  Trust fees
increased to $4.6 million in Fiscal 1998 (on an average of 210,000 trust
accounts) from $4.5 million in Fiscal 1997 (on an average of 203,000 trust
accounts).

      GENERAL AND ADMINISTRATIVE EXPENSES totaled $77.4 million in Fiscal 1998,
up 31% from $59.3 million in Fiscal 1997.  General and administrative expenses
in Fiscal 1998 reflect the impact of the Acquisition, as well as the
acquisitions of Financial Service Corporation and The Financial Group, Inc. 
During 1997, the number of employees increased 34% to 2,212 employees at
December 31, 1997.  As a result, compensation (net of deferrals) has increased
to $44.9 million in Fiscal 1998 from $34.4 million in Fiscal 1997.  General and
administrative expenses remains 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 $55.5 million in
Fiscal 1998, compared with $30.4 million in Fiscal 1997.  The increases in
amortization primarily reflect the amortization of the deferred acquisition
costs attributable to the Acquisition, which aggregated $16.0 million in Fiscal
1998.  Amortization has also increased due to additional fixed and variable
annuity and mutual fund sales and the subsequent amortization of related
deferred commissions and other direct selling costs. 

      INCOME TAX EXPENSE totaled $45.7 million in Fiscal 1998, compared with
$34.4 million in Fiscal 1997, representing effective tax rates of 27% in Fiscal
1998 and 30% in Fiscal 1997.  These tax rates reflect the favorable impact of
tax credits associated with tax-advantaged investments in affordable housing
partnerships owned by the Company.

Financial Condition and Liquidity

      SHAREHOLDERS' EQUITY increased 5.2% to $2.72 billion at December 31, 1997
from $2.58 billion at September 30, 1997, primarily due to $123.6 million of
net income recorded in Fiscal 1998 and the $45.2 million improvement of net
unrealized gains on debt and equity securities available for sale (credited
directly to shareholders' equity).  These favorable factors were partially
offset by $22.7 million of dividends paid to shareholders.

      BOOK VALUE PER SHARE amounted to $13.08 at December 31, 1997, up from
$12.40 at September 30, 1997.  Excluding net unrealized gains on debt and
equity securities available for sale, book value per share amounted to $11.85
at December 31, 1997 and $11.39 at September 30, 1997.  On a pro forma basis,
assuming that the 8-1/2% Premium Equity Redemption Cumulative Security Units
were converted to Common Stock, book value per share would have been $14.13 at
December 31, 1997, compared with $13.40 at September 30, 1997 and, excluding
net unrealized gains on debt and equity securities available for sale, would
have been $12.99 at December 31, 1997 and $12.47 at September 30, 1997.

      INVESTED ASSETS at December 31, 1997 totaled $24.35 billion, compared
with $24.41 billion at September 30, 1997.  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 constitutes 74% of the Company's total
investment portfolio (at amortized cost), had an aggregate fair value that
exceeded its amortized cost by $473.6 million at December 31, 1997, compared
with an excess of $398.8 million at September 30, 1997.  The net unrealized
gains on the Bond Portfolio since September 30, 1997 principally reflect the
lower prevailing interest rates at December 31, 1997 and the corresponding
effect on the fair value of the Bond Portfolio. 

      At December 31, 1997, the Bond Portfolio (at amortized cost, excluding
$182.7 million of redeemable preferred stocks) included $16.65 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 $773.7 million of bonds rated by the Company pursuant to statutory ratings
guidelines established by the NAIC.  At December 31, 1997, approximately
$15.70 billion of the Bond Portfolio was investment grade, including
$6.42 billion of U.S. government/agency securities and mortgage-backed
securities ("MBSs").

      At December 31, 1997, the Bond Portfolio included $1.73 billion (at
amortized cost with a fair value of $1.79 billion) of bonds that were not
investment grade.  Based on their December 31, 1997 amortized cost, these
non-investment-grade bonds accounted for 4.9% of the Company's total assets and
7.3% of its invested assets.  In addition to its direct investment in
non-investment-grade bonds, the Company has entered into Total Return
Agreements with an aggregate notional principal amount of $633.2 million at
December 31, 1997 (see "Asset-Liability Matching").

      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 December 31, 1997.

      The table on the following page summarizes the Company's rated bonds by
rating classification as of December 31, 1997 (dollars in thousands):



<TABLE>
                                          RATED BONDS BY RATING CLASSIFICATION
                                                 (Dollars in thousands)
<CAPTION>
                                                 Issues not rated by S&P/Moody's/
    Issues rated by S&P/Moody's/D&P/Fitch          DCR/Fitch, by NAIC category                      Total             
----------------------------------------------  -----------------------------------  ----------------------------------
 S&P/(Moody's)/                      Estimated    NAIC                   Estimated               Percent of  Estimated
 [DCR]/{Fitch}         Amortized        fair    category   Amortized        fair     Amortized    invested      fair
  category(1)             cost         value       (2)        cost         value        cost       assets(3)   value
---------------        ----------   ----------  --------   ----------   -----------  ----------   ---------  ----------  
<S>                    <C>          <C>         <C>        <C>          <C>          <C>          <C>        <C>       
AAA to A-
  (Aaa to A3)
  [AAA to A-]
  {AAA to A-}          $9,940,741  $10,150,141       1     $1,432,564   $1,513,061  $11,373,305     47.76%  $11,663,202
BBB+ to BBB-
  (Baa1 to Baa3)
  [BBB+ to BBB-]
  {BBB+ to BBB-}        3,775,242    3,838,691       2        548,951      573,012    4,324,193     18.16     4,411,703
BB+ to BB-
  (Ba1 to Ba3)
  [BB+ to BB-]
  {BB+ to BB-}            138,332      149,044       3        107,773      104,394      246,105      1.03       253,438
B+ to B- 
  (B1 to B3)
  [B+ to B-]
  {B+ to B-}            1,196,397    1,246,958       4        188,657      188,708    1,385,054      5.82     1,435,666
CCC+ to C
  (Caa to C)
  [CCC]
  {CCC+ to C-}             18,378       21,344       5         75,832       78,227       94,210      0.40        99,571
CI to D
  [DD]
  {D}                          --           --       6          5,063        5,944        5,063      0.02         5,944
                      -----------  -----------             ----------   ----------  -----------             -----------
TOTAL RATED ISSUES    $15,069,090  $15,406,178             $2,358,840   $2,463,346  $17,427,930             $17,869,524
                      ===========  ===========             ==========   ==========  ===========             ===========

Footnotes appear on the following page.
</TABLE>

      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 $773.7 million (at amortized cost) of
      assets that were rated by the Company pursuant to applicable NAIC rating
      guidelines.

(3)   At amortized cost.




     Senior secured loans ("Secured Loans") are included in the Bond Portfolio
and their amortized cost aggregated $2.44 billion at December 31, 1997. 
Secured Loans are senior to subordinated debt and equity, and are secured by
assets of the issuer.  At December 31, 1997, Secured Loans consisted of $1.45
billion of publicly traded securities and $989.0 million of privately traded
securities.  These Secured Loans are composed of loans to 341 borrowers
spanning 46 industries, with 24% of these assets (at amortized cost)
concentrated in financial institutions and 12% concentrated in utilities.  No
other industry concentration constituted more than 6% 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 $3.09 billion at December 31, 1997 and consisted
of 1,234 commercial first mortgage loans with an average loan balance of
approximately $2.5 million, collateralized by properties located in 45 states. 
Approximately 30% of this portfolio was multifamily residential, 27% was
retail, 14% was office, 9% was manufactured housing, 7% was industrial and 13%
was other types.  At December 31, 1997, approximately 19%, 10% and 9% of this
portfolio was secured by properties located in California, New York and
Florida, respectively, and no more than 8% of this portfolio was secured by
properties located in any other single state.  At December 31, 1997, there were
51 mortgage loans with outstanding balances of $10 million or more, which loans
collectively aggregated approximately 29% of this portfolio.  At December 31,
1997, approximately 35% of the mortgage loan portfolio consisted of loans with
balloon payments due before January 1, 2001. During Fiscal 1998 and Fiscal
1997, 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 December 31, 1997, approximately 42% 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, its emphasis on multifamily loans 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.

     PARTNERSHIP investments totaled $1.49 billion at December 31, 1997,
constituting investments in approximately 600 separate partnerships with an
average size of approximately $2.5 million.  This portfolio includes:
(i) $765.0 million of partnerships managed by independent money managers that
invest in a broad selection of equity and fixed-income securities, currently
including approximately 3,925 separate issuers; (ii) $612.9 million of
partnerships that make tax-advantaged investments in affordable housing
properties, currently involving approximately 538 multifamily projects in 43
states; and (iii) $109.5 million of partnerships that invest in mortgage loans
and income-producing real estate.  At December 31, 1997, $831.9 million of the
Company's partnerships was accounted for by using the cost method and
$655.5 million by using the equity method.  The risks generally associated with
partnerships include those related to their underlying investments (i.e. equity
securities, debt securities and real estate), plus a level of illiquidity,
which is mitigated, to some extent, a) for the affordable housing partnerships
by the marketability of the tax credits they generate; and b) in the case of
many of the other partnerships, by the existence of contractual termination
provisions.

     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, 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, 
two-tiered interest rate structures or other restrictions in order to encourage
persistency.  Approximately 87% of the Company's fixed annuity and GIC reserves
had surrender penalties or other restrictions at December 31, 1997.

     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 investments in
limited partnerships that invest primarily in fixed-rate securities and are
accounted for by using the cost method.  At December 31, 1997, these assets had
an aggregate fair value of $22.72 billion with a duration of 3.6. The Company's
fixed-rate liabilities include:  fixed annuities; GICs; trust deposits; long-
term notes and debentures; and preferred securities of subsidiary grantor
trusts.  At December 31, 1997, these liabilities had an aggregate fair value
(determined by discounting future contractual cash flows by related market
rates of interest) of $21.16 billion with a duration of 3.1. The Company's
potential exposure due to a relative 10% increase in interest rates prevalent
at December 31, 1997 is a loss of approximately $90.7 million in fair value of
its fixed-rate assets that is not offset by an increase 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 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 GIC 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.

     As a component of its asset and liability management strategy, the Company
utilizes interest rate swap agreements ("Swap Agreements") to match assets more
closely to liabilities.  Swap Agreements are agreements to exchange with a
counterparty interest rate payments of differing character (for example,
variable-rate payments exchanged for fixed-rate payments) based on an
underlying principal balance (notional principal) to hedge against interest
rate changes.  The Company typically utilizes Swap Agreements to create a hedge
that effectively converts floating-rate assets and liabilities into fixed-rate
instruments.  At December 31, 1997, the Company had 40 outstanding Swap
Agreements with an aggregate notional principal amount of $1.96 billion.  These
agreements mature in various years through 2009 and have an average remaining
maturity of 48 months.   

     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 and Total Return
Agreements.  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.  Total Return Agreements effectively exchange
a fixed rate of interest on the notional amount for the coupon income plus or
minus the increase or decrease in the fair value of specified
non-investment-grade bonds.  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 risks associated with Total Return Agreements are the
credit risk on the underlying non-investment-grade bonds, the risk of potential
loss due to bond market fluctuations and the risk associated with counterparty
nonperformance.  The primary risk associated with the Company's Reverse Repos
and Swap Agreements is counterparty risk.  The Company believes, however, that
the counterparties to its Total Return Agreements, Reverse Repos and Swap
Agreements are financially responsible and that the counterparty risk
associated with those transactions is minimal.  In addition to counterparty
risk, Swap Agreements also have interest rate risk.  However, the Company's
Swap Agreements typically hedge variable-rate assets or liabilities, and
interest rate fluctuations that adversely affect the net cash received or paid
under the terms of a Swap Agreement would be offset by increased interest
income earned on the variable-rate assets or reduced interest expense paid on
the variable-rate 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 routinely includes a review by the Company of
its portfolio of debt securities.  Management identifies monthly those
investments that require additional monitoring and carefully reviews the
carrying 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 bonds that are determined to have declines in value
that are other than temporary are reduced to net realizable value and no
further accruals of interest are made.  The valuation allowances 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 $42.0 million at December 31,
1997 (at amortized cost after impairment writedowns, with a fair value of $42.0
million), including $11.8 million of bonds and notes and $30.2 million of
mortgage loans.  At December 31, 1997, defaulted investments constituted 0.2%
of total invested assets.  At September 30, 1997, defaulted investments totaled
$38.5 million, including $15.6 million of bonds and notes and $22.9 million of
mortgage loans, 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 December 31, 1997, approximately $15.83 billion of the Company's
Bond Portfolio had an aggregate unrealized gain of $547.2 million, while
approximately $1.78 billion of the Bond Portfolio had an aggregate unrealized
loss of $73.6 million.  In addition, the Company's investment portfolio
currently provides approximately $186.6 million of monthly cash flow from
scheduled principal and interest payments.  Further, $3.23 billion remains
available to the Company to issue securities under a shelf registration
statement filed in July 1997.  Historically, cash flows from operations and
from the sale of the Company's annuity and GIC products have been more than
sufficient in amount to satisfy the Company's liquidity needs.

     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 and GICs 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 and GICs.  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.

     On a parent company stand-alone basis, SunAmerica Inc. (the "Parent"), at
December 31, 1997, had invested assets with a fair value of $2.83 billion and
outstanding senior indebtedness of $1.24 billion, comprising all of the
Company's outstanding senior indebtedness.  Additionally, as of December 31,
1997, the Parent had three GICs purchased by local government entities which
aggregated $231.4 million.

     During November 1996 and October 1995, respectively, the Parent purchased
the common securities of SunAmerica Capital Trust III and SunAmerica Capital
Trust II (collectively, the "Grantor Trusts") and issued an aggregate of
$511.9 million of junior subordinated debentures (the "Debentures") to the
Grantor Trusts in connection with the public issuance of the preferred
securities of the Grantor Trusts (see Note 3 of Notes to Consolidated Financial
Statements).

     The Parent's annual debt service (principal and interest payments) with
respect to its senior indebtedness, GIC obligations and Debentures totals
$155.4 million for the remainder of fiscal 1998, $292.0 million for fiscal
1999, $574.6 million for fiscal 2000, $139.0 million for fiscal 2001,
$297.4 million for fiscal 2002 and $4.27 billion, in the aggregate, thereafter. 
On or before October 31, 1999, the Company is contractually scheduled to
receive $431.3 million upon delivery of 17.3 million or fewer shares of the
Company's Common Stock in accordance with the terms of the Company's 8-1/2%
Premium Equity Redemption Cumulative Security Units.

     The Parent received dividends from its regulated life insurance
subsidiaries totaling $118.7 million in April 1997 and $94.3 million in
March 1996.  The Parent also received dividends of $0.9 million during Fiscal
1998 and $17.5 million during fiscal 1997 from its other directly owned
subsidiaries.  The ability of the Company's life insurance subsidiaries to pay
dividends is limited by statute.  On January 1, 1998, there was approximately
$141.1 million of dividends available to the Parent from its regulated life
insurance subsidiaries.

     The Company has transferred to third-party investors certain of its
interests in various partnerships that make tax-advantaged affordable housing
investments.  As part of these transactions, the Parent has agreed to advance
monies to support the operations of the underlying housing projects, if
required, and has guaranteed that the transferred partnerships will provide,
as of the transfer date and under then current tax laws, a specified level of
associated tax credits and deductions to the third-party investors.  Based on
an evaluation of the underlying housing projects, management does not
anticipate any material cash payments with respect to the guarantees.

     In the ordinary course of business, the Company has agreed contingently
to make capital contributions, aggregating approximately $663.1 million, to 92
limited partnerships over the next 6 years in exchange for ownership interests
in such partnerships.

     The Company relies significantly on computer systems and applications in
its daily operations.  Many of these systems and applications are not presently
year 2000 compliant.  The Company's business, financial condition and results
of operations could be materially and adversely affected by the failure of the
Company's systems and applications (and those operated by third parties
interfacing with the Company's systems and applications) to properly operate
or manage dates beyond the year 1999.  The Company has a coordinated plan to
repair or replace these noncompliant systems and to obtain similar assurances
from third parties interfacing with the Company's systems and applications and
expects to significantly complete its plan by the end of calendar year 1998. 
In fiscal year 1997, the Company recorded a $15.0 million provision for
estimated programming costs to make necessary repairs of certain specific
noncompliant systems.  Management believes that this provision is adequate and
does not anticipate any material future expenses associated with the repair
phase of this project.  Management also expects to make an additional $15.0
million expenditure to replace certain other specific noncompliant systems,
which expenditure will be capitalized as software costs and amortized over
future periods.



Regulation

     The Company's insurance subsidiaries are subject to regulation and
supervision by the insurance regulatory agencies of the states in which they
are authorized to transact business. State insurance laws establish supervisory
agencies with broad administrative and supervisory powers.  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 requirements, 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.

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

     SunAmerica Asset Management is registered with the SEC as a registered
investment advisor under the Investment Advisors Act of 1940. The mutual funds
that it markets are subject to regulation under the Investment Company Act of
1940. SunAmerica Asset Management and the mutual funds are subject to
regulation and examination by the SEC. In addition, variable annuities and the
related separate accounts of the Company's life insurance subsidiaries are
subject to regulation by the SEC under the Securities Act of 1933 and the
Investment Company Act of 1940. 

     Resources Trust Company is subject to regulation by the Colorado State
Banking Board and the Federal Deposit Insurance Corporation. 

     The Company's broker-dealer subsidiaries are subject to regulation and
supervision by the states in which they transact business, as well as by the
SEC and the National Association of Securities Dealers ("NASD"). The SEC and
the NASD have broad administrative and supervisory powers relative to all
aspects of business and may examine the subsidiaries' business and accounts at
any time.

     The Company's premium finance business is subject to regulation and
supervision by substantially all of the states in which it is authorized to
transact business.  State premium finance laws establish supervisory agencies
with broad administrative and supervisory powers related to granting and
revoking licenses to transact business, approving finance agreement forms,
regulating certain finance charge rates, regulating marketing and other trade
practices (including the procedures to cancel financed insurance policies for
non-payment), prescribing the form and content of required financial statements
and reports, performing financial and other examinations and other related
matters.

     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 products.  Recent administration budget
proposals include the proposed taxation of exchanges involving variable annuity
contracts and reallocations within variable annuity contracts and certain other
proposals relating to annuities.  The Company believes these proposals have a
small likelihood of being enacted, because they would discourage retirement
savings and there is strong popular and industry opposition to them. Other
proposals made in recent years to limit the tax deferral of annuities have not
been enacted.  The Company believes that certain of the proposals, if
implemented, would have an adverse effect on the Company's ability to sell
variable annuities, and, consequently, on its results of operations.  However,
the Company would not expect this to materially impact earnings in the near
term because the Company believes that adoption of the administration
proposals, however unlikely, would reduce annuity surrenders on the existing
block of variable annuity contracts and the ongoing earnings potential arising
from that block would offset the near-term economic impact of the potential
decrease in sales. 



                               SUNAMERICA INC.
                         PART II - OTHER INFORMATION



ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------

EXHIBITS

27   Financial Data Schedule.


REPORTS ON FORM 8-K

     On October 7, 1997, the Company filed a Current Report on Form 8-K to
     file exhibits in connection with the issuance of its 6.75% Notes due
     October 1, 2007 pursuant to the Company's Registration Statement on Form
     S-3 (File No. 333-31619).

     On December 2, 1997, the Company filed a Current Report on Form 8-K to
     file exhibits in connection with its Medium Term Note Program.



                               SUNAMERICA INC.
                         PART II - OTHER INFORMATION
                                 (Continued)




                                 SIGNATURES
                                 ----------

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


                                          SUNAMERICA INC.
                                          -----------------------------------
                                          Registrant


Dated      February 13, 1998              /s/ JAY S. WINTROB
     ----------------------------         -----------------------------------
                                          Jay S. Wintrob
                                          Vice Chairman


Dated      February 13, 1997               /s/ SCOTT L. ROBINSON
     ----------------------------         -----------------------------------
                                          Scott L. Robinson
                                          Senior Vice President and Controller





                               SUNAMERICA INC.
                                      


LISTS OF EXHIBITS FILED
-----------------------

27    Financial Data Schedule.