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

                                  FORM 10-Q


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

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

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

      For the transition period from_________________to__________________

                        Commission file 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, 108,598,988 shares outstanding

      Nontransferable Class B Stock, par value $1.00 per share, 10,848,468
shares outstanding






                                      



                               SUNAMERICA INC.

                                    INDEX


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

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


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


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


      Notes to Consolidated Financial Statements (Unaudited)            8-13


      Management's Discussion and Analysis of Financial
        Condition and Results of Operations                             14-32

      
Part II - Other Information                                             33-35



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




                                                    March 31,    September 30,
                                                        1997             1996 
                                                 ------------    -------------
ASSETS
Investments:
  Cash and short-term investments                $  1,267,977    $     529,363
  Bonds, notes and redeemable preferred stocks:
    Available for sale, at fair value 
      (amortized cost: March 31, 1997,  
      $17,351,071; September 30, 1996,
      $12,657,620)                                 17,197,591       12,582,024
  Mortgage loans                                    3,086,249        1,652,257
  Common stocks, at fair value 
    (cost: March 31, 1997 $42,119;
    September 30, 1996, $44,871)                       87,214           81,385
  Partnerships                                      1,083,253        1,071,857
  Real estate                                          84,995          105,321
  Other invested assets                               273,164          177,577
                                                 ------------    -------------
  Total investments                                23,080,443       16,199,784

Variable annuity assets                             7,100,517        6,380,458
Accrued investment income                             253,057          186,803
Deferred acquisition costs                          1,257,842          782,300
Other assets                                          225,289          177,476
                                                 ------------    -------------
TOTAL ASSETS                                     $ 31,917,148    $  23,726,821
                                                 ============    =============



See accompanying notes


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

                                                    March 31,    September 30,
                                                        1997             1996 
                                                 ------------    -------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Reserves, payables and accrued liabilities:
  Reserves for fixed annuity contracts           $ 14,978,948    $   9,654,674
  Reserves for guaranteed investment contracts      5,151,894        4,169,028
  Trust deposits                                      457,335          436,048
  Payable to brokers for purchases of securities      175,929           42,518
  Income taxes currently payable                        8,974           18,436
  Other liabilities                                   728,940          428,718
                                                 ------------    -------------
  Total reserves, payables
    and accrued liabilities                        21,502,020       14,749,422
                                                 ------------    -------------
Variable annuity liabilities                        7,100,517        6,380,458
                                                 ------------    -------------
Long-term notes and debentures                      1,004,585          573,335
                                                 ------------    -------------
Deferred income taxes                                 115,220          125,417
                                                 ------------    -------------
Company-obligated mandatorily redeemable
  preferred securities of subsidiary grantor
  trusts whose sole assets are junior
  subordinated debentures of the Company              547,631          237,631
                                                 ------------    -------------
Shareholders' equity:
  Preferred Stock                                     335,869          384,549
  Nontransferable Class B Stock                        10,848           10,848
  Common Stock                                        108,599          108,604
  Additional paid-in capital                          247,933          304,295
  Retained earnings                                 1,001,896          869,215
  Net unrealized losses on debt and
    equity securities available for sale              (57,970)         (16,953)
                                                 ------------    -------------
  Total shareholders' equity                        1,647,175        1,660,558
                                                 ------------    -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $ 31,917,148    $  23,726,821
                                                 ============    =============


See accompanying notes

<TABLE>
                                SUNAMERICA INC.
                         CONSOLIDATED INCOME STATEMENT
       For the three months and six months ended March 31, 1997 and 1996
             (In thousands, except per-share amounts - unaudited)
<CAPTION>
                                                 Three months              Six months     
                                            ---------------------    ---------------------
                                                 1997        1996         1997        1996
                                            ---------   ---------    ---------   ---------
<S>                                        <C>         <C>          <C>         <C>       
Investment income                           $ 393,676   $ 287,538    $ 764,221   $ 541,528
                                            ---------   ---------    ---------   ---------
Interest expense on:
  Fixed annuity contracts                    (128,104)    (89,588)    (256,999)   (157,684)
  Guaranteed investment contracts             (76,316)    (59,918)    (143,495)   (121,342)
  Trust deposits                               (2,538)     (2,552)      (4,960)     (5,123)
  Senior indebtedness                         (23,109)    (18,014)     (42,900)    (33,066)
                                            ---------   ---------    ---------   ---------
  Total interest expense                     (230,067)   (170,072)    (448,354)   (317,215)
                                            ---------   ---------    ---------   ---------
Dividends paid on preferred
  securities of grantor trusts                (11,605)     (5,172)     (20,194)     (9,893)
                                            ---------   ---------    ---------   ---------
NET INVESTMENT INCOME                         152,004     112,294      295,673     214,420
                                            ---------   ---------    ---------   ---------
NET REALIZED INVESTMENT LOSSES                 (9,442)     (3,589)     (18,746)     (2,185)
                                            ---------   ---------    ---------   ---------
Fee income:
  Variable annuity fees                        32,702      25,337       63,600      49,753
  Net retained commissions                     15,792      13,340       29,114      22,501
  Asset management fees                         6,305       6,361       12,723      12,864
  Loan servicing fees                           6,238       6,203       12,007      11,773
  Trust fees                                    4,432       4,126        8,887       8,321
                                            ---------   ---------    ---------   ---------
TOTAL FEE INCOME                               65,469      55,367      126,331     105,212
                                            ---------   ---------    ---------   ---------
Other income and expenses:
  Surrender charges                             6,372       5,025       13,007       7,613
  General and administrative expenses         (61,820)    (50,242)    (120,872)    (94,340)
  Amortization of deferred acquisition costs  (30,003)    (24,216)     (60,413)    (45,287)
  Other, net                                    1,454       2,802        3,822       4,594
                                            ---------   ---------    ---------   ---------
TOTAL OTHER INCOME AND EXPENSES               (83,997)    (66,631)    (164,456)   (127,420)
                                            ---------   ---------    ---------   ---------
PRETAX INCOME                                 124,034      97,441      238,802     190,027
Income tax expense                            (37,200)    (29,200)     (71,600)    (57,000)
                                            ---------   ---------    ---------   ---------
NET INCOME                                  $  86,834   $  68,241    $ 167,202   $ 133,027
                                            =========   =========    =========   =========
EARNINGS PER SHARE                          $    0.62   $    0.48    $    1.20   $    0.95
                                            =========   =========    =========   =========
NET EARNINGS APPLICABLE TO COMMON STOCK
  (used in the computation of earnings
  per share)                                $  84,803   $  65,358    $ 163,112   $ 127,261
                                            =========   =========    =========   =========
AVERAGE SHARES OUTSTANDING                    136,196     135,929      135,566     133,710
                                            =========   =========    =========   =========

See accompanying notes
</TABLE>

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

                                                         1997             1996
                                                 ------------     ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                     $    167,202     $    133,027
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Interest credited to:
        Fixed annuity contracts                       256,999          157,684
        Guaranteed investment contracts               143,495          121,342
        Trust deposits                                  4,960            5,123
      Net realized investment losses                   18,746            2,185
      Accretion of net discounts on investments       (15,272)         (12,355)
      Provision for deferred income taxes               2,900          (41,005)
      Change in:
        Accrued investment income                     (16,350)          (6,917)
        Deferred acquisition costs                    (51,555)         (28,677)
        Other assets                                  (17,736)          (6,455)
        Income taxes currently payable                (30,076)          51,350
        Other liabilities                              66,456           (6,551)
      Other, net                                       (5,257)           4,393
                                                 ------------     ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES             524,512          373,144
                                                 ------------     ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of:
    Bonds, notes and redeemable preferred
      stocks                                       (8,434,061)      (5,656,418)
    Mortgage loans                                   (324,774)        (150,319)
    Partnerships                                     (450,310)        (320,969)
    Other investments, excluding short-term
      investments                                    (124,631)         (66,755)
    Net assets of CalFarm Life Insurance Company           --         (168,665)
    Net assets of Ford Life Insurance Company              --            6,677
    The annuity business of John Alden Financial
      Corporation                                     178,803               --
  Sales of:
    Bonds, notes and redeemable preferred
      stocks                                        5,653,174        4,092,761
    Partnerships                                      273,109           97,657
    Other investments, excluding short-term
      investments                                     102,019           41,155
  Redemptions and maturities of:
    Bonds, notes and redeemable preferred
      stocks                                        1,529,071        1,184,301
    Mortgage loans                                    137,718           60,706
    Partnerships                                      312,063          114,294
    Other investments, excluding short-term
      investments                                       3,738           21,706
                                                 ------------     ------------
NET CASH USED BY INVESTING ACTIVITIES              (1,144,081)        (743,869)
                                                 ------------     ------------


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

                                                         1997             1996
                                                 ------------     ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments of cash dividends to shareholders     $    (34,521)    $    (32,011)
  Premium receipts on:
    Fixed annuity contracts                           824,103          518,375
    Guaranteed investment contracts                 1,232,586          514,916
  Net exchanges from the fixed accounts
    of variable annuity contracts                    (247,286)        (104,628)
  Receipts of trust deposits                          392,526          250,573
  Withdrawal payments on:
    Fixed annuity contracts                          (510,413)        (310,279)
    Guaranteed investment contracts                  (393,218)        (376,833)
    Trust deposits                                   (376,198)        (225,425)
  Claims and annuity payments on fixed
    annuity contracts                                (150,081)         (97,755)
  Net proceeds from issuances of long-term
    notes                                             429,383           47,478
  Net increase in other senior indebtedness                --           63,359
  Net repayments of other short-term financings       (14,197)        (275,704)
  Net proceeds from issuances of preferred
    securities of a subsidiary grantor trusts         299,541          179,532
  Net payment for redemption of Series C
    Preferred Stock                                   (48,680)              --
  Net proceeds from issuance of Series E
    Preferred Stock                                        --          240,556
  Payment of issuance costs of 8-1/2% Premium
    Equity Redemption Cumulative Security Units       (45,362)              --
                                                 ------------     ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES           1,358,183          392,154
                                                 ------------     ------------
NET INCREASE IN CASH AND SHORT-TERM
  INVESTMENTS                                         738,614           21,429

CASH AND SHORT-TERM                                          
  INVESTMENTS AT BEGINNING OF PERIOD                  529,363          855,350
                                                 ------------     ------------
CASH AND SHORT-TERM
  INVESTMENTS AT END OF PERIOD                   $  1,267,977     $    876,779
                                                 ============     ============
SUPPLEMENTAL CASH FLOW INFORMATION:

  Interest paid on indebtedness                  $     52,168     $     30,855
                                                 ============     ============
  Income taxes paid, net of refunds received     $     98,776     $     46,655
                                                 ============     ============
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 March 31, 1997 and September 30,
      1996, the results of its consolidated operations for the three months and
      six months ended March 31, 1997 and 1996 and its consolidated cash flows
      for the six months ended March 31, 1997 and 1996. The results of
      operations for the three months and six months ended March 31, 1997 are
      not necessarily indicative of the results to be expected for the full
      year.  The accompanying unaudited consolidated financial statements
      should be read in conjunction with the audited consolidated financial
      statements for the fiscal year ended September 30, 1996, contained in the
      Company's 1996 Annual Report to Shareholders. 

2.    Acquisitions
      ------------                                           
      The Company acquired all of the outstanding stock of CalFarm Life
      Insurance Company ("CalFarm") and of Ford Life Insurance Company ("Ford
      Life") on December 29, 1995 and February 29, 1996, respectively.  On
      April 1, 1996, the Company completed the acquisition of a block of
      annuity contracts (the "Central National Annuity Contracts") from The
      Central National Life Insurance Company of Omaha, a subsidiary of
      Beneficial Corp.  These acquisitions have been accounted for by using the
      purchase method of accounting.  Accordingly, the income statements for
      the three months and six months ended March 31, 1996 include the results
      of CalFarm's operations for only the period from January 1, 1996 through
      March 31, 1996; Ford Life's operations for only the period from March 1,
      1996 through March 31, 1996; and do not include the results of operations
      associated with the Central National Annuity Contracts. On a pro forma
      basis, assuming these acquisitions occurred on October 1, 1995, the
      beginning of the earliest period presented herein, revenues (investment
      income, net realized investment losses and fee income) would have been
      $391,113,000 and $777,416,000 for the three months and six months ended
      March 31, 1996, respectively, and net income would have been $73,290,000
      ($0.52 per share) and $144,129,000 ($1.03 per share) for the three months
      and six months ended March 31, 1996, respectively.  


                               SUNAMERICA INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)




2.    Acquisitions   (Continued)
      ------------                                           

      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, for a total cash
      purchase price of approximately $238,000,000.  These acquisitions have
      been accounted for by using the purchase method of accounting. 
      Accordingly, the income statements for the three months and six months
      ended March 31, 1997 and 1996 do not include the results of operations
      of these acquired businesses.  The Company has acquired assets having an
      aggregate fair value of $5,041,313,000, composed primarily of invested
      assets totaling $4,990,574,000.  Liabilities assumed in this transaction
      totaled $5,218,044,000, including $5,161,294,000 of fixed annuity
      reserves.  An amount equal to the sum of the purchase price and the fair
      value of the net liabilities assumed, amounting to $414,731,000 at March
      31, 1997, is included in Deferred Acquisition Costs in the balance sheet,
      and will be amortized, with interest, over the estimated lives of the
      assumed annuity contracts in proportion to the present value of estimated
      future profits.  This acquisition cost is substantially less than a
      computation of the present value of estimated future profits discounted
      at the weighted average crediting rate.


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



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

      Preferred securities of subsidiary grantor trusts comprise $52,630,875
      liquidation amount of 9.95% Trust Originated Preferred Securities issued
      by SunAmerica Capital Trust I in June 1995, $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 9.95% 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 $54,258,650
      principal amount of 9.95% junior subordinated debentures, due 2044, which
      are redeemable at the option of the Company on or after June 15, 1997 at
      a redemption price of $25 per debenture plus accrued and unpaid interest. 
      
      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.  

      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 calculation of earnings per share is made by dividing applicable
      earnings by the weighted average number of shares of Common Stock and
      Nontransferable Class B Stock (collectively referred to as "Common
      Stock") outstanding during each period, adjusted for the incremental
      shares attributed to common stock equivalents.  Common stock equivalents
      include outstanding employee stock options, phantom shares arising from
      other employee stock plans, Premium Equity Redemption Cumulative Security
      Units issued in November 1996 and convertible preferred stock, which
      includes the Series D and E Depositary Shares issued in March 1993 and
      November 1995, respectively.  Common stock equivalents are included in
      the computation only if their effect is dilutive. Net Earnings Applicable
      to Common Stock are reduced by preferred stock dividend requirements,
      which amounted to $2,031,000 and $2,883,000 for the three months ended
      March 31, 1997 and 1996, respectively, and $4,090,000 and $5,766,000 for
      the six months ended March 31, 1997 and 1996, respectively.  These
      preferred stock dividend requirements do not include dividends paid on
      the convertible issues, which amounted to $3,100,000 and $4,336,000 in
      the three months ended March 31, 1997 and 1996, respectively, and
      $6,200,000 and $9,328,000 in the six months ended March 31, 1997 and
      1996, respectively.   



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

<TABLE>
5.    Ratios of Earnings to Fixed Charges
      -----------------------------------

      The ratios of earnings to fixed charges for the three months and six months ended
      March 31, 1997 and 1996 are as follows:
<CAPTION>
                                                  Three months           Six months  
                                                 ---------------      ---------------
                                                  1997      1996       1997      1996
                                                 -----     -----      -----     ----- 
      <S>                                        <C>       <C>        <C>       <C>  
      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)                4.6x      5.2x       4.8x      5.4x
                                                 =====     =====      =====     =====
      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      1.6x       1.5x      1.6x
                                                 =====     =====      =====     =====
      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)                3.8x      3.6x       3.9x      3.6x
                                                  ====      ====       ====      ====
      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       1.5x      1.5x
                                                  ====      ====       ====      ====
</TABLE>



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



6.    Subsequent Event
      ----------------

      In April 1997, the Company announced that it will redeem all 3,514,765
      shares of its outstanding 9-1/4% Preferred Stock, Series B, for a cash
      payment equal to the liquidation amount of $25 plus accrued and unpaid
      dividends to the redemption date of $0.578125 per share.  It also
      announced that SunAmerica Capital Trust I will redeem $52,630,875
      liquidation amount of the 9.95% Trust Originated Preferred Securities
      (concurrent with the Company's redemption of the related 9.95% junior
      subordinated debentures) for a cash payment equal to the liquidation
      amount of $25 plus accrued and unpaid dividends to the redemption date
      of $0.52513889 per share.  Both redemptions will occur on June 16, 1997.




         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 and six
months ended March 31, 1997 and 1996 follows.  In connection with, and because
it desires to take advantage of, the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, the Company cautions readers
regarding certain forward-looking statements contained in the following
discussion and in any other statements made by, or on behalf of, the Company,
whether or not in future filings with the Securities and Exchange Commission
(the "SEC").  Forward-looking statements are statements not based on historical
information and which relate to future operations, strategies, financial
results, or other developments.  In particular, statements using verbs such as
"expect," "anticipate," "believe" or words of similar import generally involve
forward-looking statements.  Without limiting the foregoing, forward-looking
statements include statements which represent the Company's beliefs concerning
future or projected levels of sales and redemptions of the Company's products,
investment spreads and yields, or the earnings and profitability of the
Company's activities.

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

RESULTS OF OPERATIONS

      NET INCOME totaled $86.8 million or $0.62 per share in the second quarter
of 1997, up from $68.2 million or $0.48 per share in the second quarter of
1996.  For the six months, net income amounted to $167.2 million or $1.20 per
share in 1997, compared with $133.0 million or $0.95 per share in 1996.  Net
income reflects the effects of the acquisitions (the "Acquisitions") of CalFarm
Life Insurance Company ("CalFarm") on December 29, 1995, Ford Life Insurance
Company ("Ford Life") on February 29, 1996 and certain annuity contracts
purchased from The Central National Life Insurance Company of Omaha (the
"Central National Annuity Contracts") on April 1, 1996.  While operating
results in fiscal 1997 include those of the Acquisitions, the Acquisitions were
accounted for under the purchase method of accounting, and, therefore, results
of operations in fiscal 1996 include those of the Acquisitions only from their
respective dates of acquisition.  If the Acquisitions had been consummated at
the beginning of the prior-year periods discussed herein, net income would have
been $73.3 million ($0.52 per share) and $144.1 million ($1.03 per share) for
the second quarter and the six months of 1996, respectively. 

      PRETAX INCOME totaled $124.0 million in the second quarter of 1997 and
$97.4 million in the second quarter of 1996.  For the six months, pretax income
totaled $238.8 million in 1997, compared with $190.0 million in 1996.  These
improvements primarily resulted from increased net investment income and fee
income, partially offset by additional general and administrative expenses,
amortization of deferred acquisition costs and net realized investment losses.

      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 $152.0 million in the second quarter
of 1997 from $112.3 million in the second quarter of 1996.  These amounts
represent 3.33% on average invested assets (computed on a daily basis) of
$18.26 billion in the second quarter of 1997 and 3.40% on average invested
assets of $13.23 billion in the second quarter of 1996.  For the six months,
net investment income increased to $295.7 million in 1997 from $214.4 million
in 1996, representing 3.35% on average invested assets of $17.66 billion in
1997 and 3.54% on average invested assets of $12.12 billion in 1996. The
invested assets associated with the Acquisitions were primarily 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 Acquisitions, net investment income as a percent of average
invested assets in the 1997 periods has declined.  However, if the Acquisitions
had been consummated at the beginning of the prior-year periods, net investment
income would have represented 3.05% on related average invested assets for the
second quarter and for the six months of 1996.   
      
      Net investment income also includes the effect of income earned on the
excess of average invested assets over average interest-bearing liabilities. 
This excess amounted to $1.22 billion in the second quarter of 1997, $1.08
billion in the second quarter of 1996, $1.19 billion in the six months of 1997
and $1.04 billion in the six months of 1996.  The difference between the
Company's yield on average invested assets and the rate paid on average
interest-bearing liabilities was 2.95% in the second quarter of 1997, 2.92% in
the second quarter of 1996, 2.96% in the six months of 1997 and 3.03% in the
six months of 1996.  If the Acquisitions had been consummated at the beginning
of the prior-year periods, the difference between the Company's yield on
average invested assets and the rate paid on average interest-bearing
liabilities would have been 2.72% and 2.73% for the second quarter and six
months of 1996, respectively.




      Investment income totaled $393.7 million in the second quarter of 1997,
up from $287.5 million in the second quarter of 1996. For the six months,
investment income amounted to $764.2 million in 1997, up $222.7 million from
the $541.5 million recorded in 1996.  These amounts represent yields on average
invested assets of 8.62% and 8.69% in the second quarters of 1997 and 1996,
respectively, and 8.65% and 8.94% in the six months of 1997 and 1996,
respectively.  Increases in income and decreases in yields reflect the effects
of the Acquisitions.  However, if the Acquisitions had been consummated at the
beginning of the prior-year periods, the yields on average invested assets
would have been 8.43% and 8.54% for the second quarter and the six months of
1996, respectively. The increases in investment income in 1997 also reflect
increases in average invested assets (in excess of those contributed by the
Acquisitions), higher prevailing interest rates and an increase in  partnership
investments.  

      Partnership income increased to $68.8 million (representing a yield of
25.41% on related average assets of $1.08 billion) in the second quarter of
1997, compared with $29.8 million (representing a yield of 13.80% on related
average assets of $863.5 million) in the second quarter of 1996.  For the six
months, partnership income amounted to $126.6 million (representing a yield of
22.60% on related average assets of $1.12 billion) in 1997, compared with $66.0
million (representing a yield of 15.84% on related average assets of $833.9
million).  Partnership income includes income recognized by using the cost
method of accounting, which amounted to $33.1 million in the second quarter of
1997, $8.4 million in the second quarter of 1996, $50.1 million in the six
months of 1997 and $26.7 million in the six months of 1996.  Such income is
based upon cash distributions received from limited partnerships, the
operations of which the Company does not significantly 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 bond swap agreements (the "Total Return Agreements").  The Company
recorded losses of $0.5 million on the Total Return Agreements in the second
quarter of 1997, compared with $14.3 million of income recorded in the second
quarter of 1996.  For the six months, the Company recorded income of $7.7
million on the Total Return Agreements in 1997, compared with $19.2 million in
1996. The reduced income recorded on the Total Return Agreements during 1997
principally resulted from the higher relative prevailing interest rates at
March 31, 1997, and their corresponding effect on the fair value of the
underlying assets, and poor general performance in the non-investment grade
bond sector during the second quarter of 1997. (See "Asset-Liability Matching"
for additional discussion of Total Return Agreements.)

      Total interest and dividend expense aggregated $241.7 million in the
second quarter of 1997 and $175.2 million in the second quarter of 1996.  For
the six months, interest expense aggregated $468.5 million in 1997, compared
with $327.1 million in 1996.  The average rate paid on all interest-bearing
liabilities was 5.67% (5.25% on fixed annuity contracts and 6.22% on guaranteed
investment contracts ("GICs")) in the second quarter of 1997, compared with
5.77% (5.44% on fixed annuity contracts and 6.34% on GICs) in the second
quarter of 1996.  For the six months, the average rate paid on all interest-
bearing liabilities decreased to 5.69% (5.28% on fixed annuity contracts and
6.27% on GICs) in 1997 from 5.91% (5.51% on fixed annuity contracts and 6.52%
on GICs) in 1996.  Interest-bearing liabilities averaged $17.04 billion during
the second quarter of 1997, $12.15 billion during the second quarter of 1996,
$16.48 billion during the six months of 1997 and $11.08 billion during the six
months of 1996.  If the Acquisitions had occurred at the beginning of the
prior-year periods, the average rate on all interest-bearing liabilities would
have been 5.72% (5.46% on fixed annuity contracts) and 5.81% (5.52% on fixed
annuity contracts) for the second quarter and six months of 1996, respectively. 
      
      The decreases during 1997 in the average rate paid on all interest
bearing liabilities from the rate that would have been reported had the
Acquisitions been consummated at the beginning of the prior-year periods
primarily resulted from decreased average crediting rates on the Company's
annuity liabilities.  These decreases were partially offset by the effects of
increases in the percentage of average interest-bearing liabilities composed
of GICs and preferred securities of subsidiary grantor trusts, which generally
bear higher interest rates than the average interest rate on the Company's
other interest-bearing liabilities.  The decreased average crediting rate on
the Company's annuity liabilities reflects the lowering of renewal crediting
rates on acquired annuity liabilities, as well as on certain older blocks of
business. 

      GROWTH IN AVERAGE INVESTED ASSETS since 1996 primarily reflects the
impact of the Acquisitions. As part of the Acquisitions, the Company acquired
$722.5 million of invested assets of CalFarm on December 29, 1995, $3.10
billion of invested assets of Ford Life on February 29, 1996 and the $908.8
million of invested assets associated with the Central National Annuity
Contracts on April 1, 1996.  The Company intends to continue to pursue a
strategy of enhancing its internal growth with complementary acquisitions. (See
"Financial Condition and Liquidity" and Note 2 of Notes to Consolidated
Financial Statements regarding the March 31, 1997 acquisition of the annuity
business of John Alden Financial Corporation (the "John Alden Acquisition").)

       Average invested assets also increased in 1997 as a result of sales of
the Company's fixed-rate products, consisting of both GICs and fixed annuities
(including the fixed accounts of variable annuity products), and $728.9 million
of net proceeds from the issuance of long-term notes.  Since March 31, 1996,
GIC premiums have totaled $1.74 billion and fixed annuity premiums have
aggregated $1.30 billion.  GIC premiums more than doubled to $692.0 million in
the second quarter of 1997 from $283.4 million in the second quarter of 1996
and to $1.23 billion in the six months of 1997 from $514.9 million in the six
months of 1996.  The increases in GIC premiums reflect an expansion of the GIC
client base due, in part, to a broadening of the Company's distribution
channels and product line, specifically its AAA/Aaa-rated credit-enhanced GIC
product.  GIC premiums in 1997 also reflect increased sales of longer-maturity
products to banks and asset management firms.





      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 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 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. 

      Fixed annuity premiums totaled $396.7 million in the second quarter of
1997, $371.0 million in the second quarter of 1996, $824.1 million in the six
months of 1997 and $518.4 million in the six months of 1996.  These premiums
include premiums for the fixed accounts of variable annuities totaling $346.1
million, $329.9 million, $734.5 million and $394.1 million, respectively.  The
increases in premiums for the fixed accounts of variable annuities resulted
primarily from greater inflows into the one-year fixed account of the Company's
Polaris product.  The Company has observed that many purchasers of its variable
annuity contracts allocate new premiums to the one-year fixed account and
concurrently elect the option to dollar cost average into one or more variable
funds.  Accordingly, the Company anticipates that it will see a large portion
of these premiums transferred into the variable funds.
      
      NET REALIZED INVESTMENT LOSSES totaled $9.4 million in the second quarter
of 1997, compared with $3.6 million in the second quarter of 1996.  Net
realized investment losses include impairment writedowns of $12.5 million in
the second quarter of 1997 and $8.5 million in the second quarter of 1996. 
Therefore, net gains from sales of investments totaled $3.1 million in the
second quarter of 1997, compared with $4.9 million in the second quarter of
1996.  For the six months, net realized investment losses totaled $18.7 million
in 1997, compared with $2.2 million in 1996 and include impairment writedowns
of $20.1 million and $15.4 million, respectively.  Therefore, for the six
months, net gains from sales of investments totaled $1.4 million in 1997 and
$13.2 million in 1996.

      Net gains from sales of investments in 1997 include $11.7 million of net
losses ($5.2 million in the second quarter) realized on sales of bonds and
notes and $13.2 million of net gains ($9.0 million in the second quarter)
realized on sales of common stocks.  Net gains from sales of investments in
1996 include $11.8 million of net gains ($5.3 million in the second quarter)
realized on sales of other invested assets, principally leveraged leases, $1.8
million of net losses ($2.0 million in the second quarter) realized on sales
of bonds and $3.3 million of net gains ($2.0 million in the second quarter)
realized on sales of common stocks.  Sales of investments are generally made
to maximize total return.



      Impairment writedowns in 1997 include provisions of $10.6 million applied
to defaulted bonds ($8.0 million in the second quarter), $5.8 million applied
to real estate ($2.0 million in the second quarter), $2.5 million applied to
mortgage loans during the second quarter and $1.2 million applied to common
stocks in the first quarter.  Impairment writedowns in 1996 include
$10.7 million ($5.0 million in the second quarter) of provisions applied to
defaulted bonds.  Impairment writedowns, on an annualized basis, represent
0.28%, 0.26%, 0.23% and 0.25% of average invested assets for the second
quarters of 1997 and 1996 and the six months of 1997 and 1996, respectively. 
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 supporting
variable annuity contracts in separate accounts.  Such fees totaled $32.7
million in the second quarter of 1997 and $25.3 million in the second quarter
of 1996.  For the six months, variable annuity fees totaled $63.6 million in
1997, compared with $49.8 million in 1996.  These increases reflect growth in
average variable annuity assets, due to increased market values, net exchanges
into the separate accounts from the fixed accounts of variable annuity
contracts and the receipt of variable annuity premiums, partially offset by
surrenders.  Variable annuity assets averaged $7.20 billion during the second
quarter of 1997 and $5.63 billion during the second quarter of 1996.  For the
six months, variable annuity assets averaged $6.94 billion in 1997, compared
with $5.48 million in 1996.  Variable annuity premiums, which exclude premiums
allocated to the fixed accounts of variable annuity products, have aggregated
$1.04 billion since March 31, 1996.  Variable annuity premiums increased to
$314.0 million in the second quarter of 1997 from $224.5 million in the second
quarter of 1996.  For the six months, variable annuity premiums totaled $545.7
million in 1997, compared with $434.5 million in 1996.  These increases may be
attributed, in part, to market share gains through enhanced distribution, as
well as strong demand for equity investments, principally as a result of
generally favorable market conditions.  The Company has encountered increased
competition in the variable annuity marketplace during recent years and
anticipates that the market will remain highly competitive for the foreseeable
future. 

      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
$15.8 million in the second quarter of 1997 and $13.3 million in the second
quarter of 1996.  For the six months, net retained commissions totaled $29.1
million in 1997, compared with $22.5 million in 1996.  Broker-dealer sales
(mainly sales of general securities, mutual funds and annuities) totaled $4.32
billion in the second quarter of 1997 and $3.73 billion in the second quarter
of 1996.  For the six months, such sales totaled $7.60 billion in 1997 and
$5.99 billion in 1996.  The increases in sales and net retained commissions
during 1997 reflect a greater number of registered representatives (largely due
to the January 3, 1996 acquisition of Advantage Capital Corporation, a Houston-
based broker-dealer, which licenses 1,000 independent registered
representatives, and the January 22, 1997 acquisition of The Financial Group,
Inc., which, through its subsidiary, Keogler Morgan & Company, licenses over
400 independent registered representatives), and higher average production,
combined with generally favorable market conditions. Increases in net retained
commissions may not be proportionate to increases in sales primarily due to
differences in sales mix.

      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 $6.3 million on
average assets managed of $2.31 billion in the second quarter of 1997 and
$6.4 million on average assets managed of $2.15 billion in the second quarter
of 1996.  For the six months, asset management fees totaled $12.7 million on
average assets managed of $2.26 billion in 1997, compared with $12.9 million
on average assets managed of $2.15 billion in 1996.  Asset management fees
decreased slightly in 1997, despite increases in average assets managed,
principally due to changes in product mix.  Sales of mutual funds, excluding
sales of money market accounts, have aggregated $305.7 million since March 31,
1996.  Mutual fund sales totaled $119.9 million in the second quarter of 1997,
up $56.3 million from the $63.6 million recorded in the second quarter of 1996. 
For the six months, such sales totaled $182.3 million in 1997, up from $99.9
million in 1996.  The significant increases in sales in the 1997 periods
principally resulted from the introduction in November 1996 of the Company's
"Style Select Series" product.  Redemptions of mutual funds, excluding
redemptions of money market accounts, amounted to $110.4 million in the second
quarter of 1997 and $102.1 million in the second quarter of 1996. For the six
months, such redemptions amounted to $214.1 million in 1997 and $199.6 million
in 1996.

      LOAN SERVICING FEES are earned by the Company's subsidiary, 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 short-term loans it
originates and earns fee income by servicing these sold loans.  Such fee income
totaled $6.2 million on average loans serviced of $488.6 million in the second
quarter of 1997, compared with $6.2 million on average loans serviced of
$455.7 million in the second quarter of 1996.  For the six months, loan
servicing fees totaled $12.0 million on average loans serviced of $483.3
million in 1996, compared with $11.8 million on average loans serviced of
$448.2 million in 1996.  Though average loans serviced have increased during
1997, loan servicing fees have remained relatively constant, 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 pension plans.  Trust fees increased
to $4.4 million in the second quarter of 1997 (on an average of 203,000 trust
accounts) from $4.1 million in the second quarter of 1996 (on an average of
201,000 trust accounts).  For the six months, trust fees increased to $8.9
million (on an average of 203,000 trust accounts) from $8.3 million (on an
average of 200,000 trust accounts).



      SURRENDER CHARGES on fixed and variable annuities totaled $6.4 million
in the second quarter of 1997, $5.0 million in the second quarter of 1996,
$13.0 million in the six months of 1997 and $7.6 million in six months of 1996
and include surrender charges attributable to the Acquisitions of $4.0 million,
$2.3 million, $7.8 million and $2.3 million, respectively. 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 $492.5 million (including
$144.1 million attributable to the Acquisitions) in the second quarter of 1997
and $332.5 million (including $23.2 million attributable to the Acquisitions)
in the second quarter of 1996.  These payments represent 12.1% (13.3% of
average fixed annuity reserves associated with the Acquisitions) and 11.5%
(5.9% of average fixed annuity reserves associated with the Acquisition),
respectively, of the aggregate of average fixed and variable annuity reserves. 
For the six months, withdrawal payments totaled $902.9 million (including
$260.0 million attributable to the Acquisitions) in 1997 and $617.0 million
(including $23.2 million attributable to the Acquisitions) in 1996 and,
annualized, represent 11.3% (11.9% of average fixed annuity reserves associated
with the Acquisitions) and 11.6% (5.9% of average fixed annuity reserves
associated with the Acquisitions), respectively, of average fixed and variable
annuity reserves.  Excluding the effects of the Acquisitions, withdrawal
payments represented 12.4% of related average fixed and variable annuity
reserves in the second quarter of 1997, 13.8% in the second quarter of 1996,
12.1% in the six months of 1997 and 13.1% in the six months of 1996. 
Withdrawals include variable annuity payments from the separate accounts
totaling $216.5 million in the second quarter of 1997, $152.2 million in the
second quarter of 1996, $393.8 million in the six months of 1997 and $307.6
million in the six months of 1996.  Consistent with the assumptions used in
connection with the John Alden Acquisition, management anticipates that
withdrawal rates and surrender charges on fixed annuity contracts likely will
increase in the near future as a result of surrenders on the annuity business
acquired as part of the John Alden Acquisition. 

      GENERAL AND ADMINISTRATIVE EXPENSES totaled $61.8 million in the second
quarter of 1997 and $50.2 million in the second quarter of 1996.  For the six
months, general and administrative expenses totaled $120.9 million in 1997,
compared with $94.3 million in 1996.  Expenses in the six months of 1997
include a $3.0 million provision for estimated programming costs associated
with the year 2000, which was recorded in the first quarter.  Expenses in 1997
also reflect the impact of the Acquisitions, including Advantage Capital
Corporation and The Financial Group, Inc., and an 18% increase in the total
number of employees since March 1996.  Expenses remain closely controlled
through a company-wide cost containment program and continue to represent
approximately 1% of average total assets on an annualized basis.

      AMORTIZATION OF DEFERRED ACQUISITION COSTS totaled $30.0 million in the
second quarter of 1997 and $24.2 million in the second quarter of 1996.  For
the six months, such amortization totaled $60.4 million in 1997, compared with
$45.3 million in 1996.  The increase in amortization during 1997 primarily
reflects the amortization of the deferred acquisition costs attributable to the
Acquisitions, which aggregated $15.9 million in 1997 ($8.1 million in the
second quarter), compared with the $2.5 million recorded in 1996 during the
second quarter.  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 acquisition costs. 

      INCOME TAX EXPENSE totaled $37.2 million in the second quarter of 1997,
$29.2 million in the second quarter of 1996, $71.6 million in the six months
of 1997 and $57.0 million in the six months of 1996, representing effective
annualized tax rates of 30% in all periods presented.  These tax rates reflect
the favorable impact of affordable housing tax credits.

FINANCIAL CONDITION AND LIQUIDITY

      SHAREHOLDERS' EQUITY decreased by $55.9 million to $1.65 billion at March
31, 1997 from $1.70 billion at December 31, 1996, primarily as a result of the
$58.0 million net unrealized loss on debt and equity securities available for
sale recorded at March 31, 1997, a $114.1 million decrease from the $56.1
million of net gain on such securities recorded at December 31, 1996, and the
$17.2 million of dividends paid to shareholders.  These reductions were
partially offset by the $86.8 million of net income recorded in the second
quarter of 1997.  

      BOOK VALUE PER SHARE amounted to $12.01 at March 31, 1997, compared with
$12.46 at December 31, 1996.  Excluding net unrealized gains and losses on debt
and equity securities available for sale, book value per share amounted to
$12.46 at March 31, 1997 and $12.03 at December 31, 1996.  On a pro forma
basis, assuming that the Premium Equity Redemption Cumulative Security Units
were converted to Common Stock, book value per share would have been $14.09 at
March 31, 1997, compared with $14.50 at December 31, 1996 and, excluding net
unrealized gains and losses on debt and equity securities available for sale,
such book value would have been $14.50 at March 31, 1997 and $14.10 at December
31, 1996.

      TOTAL ASSETS increased by $5.93 billion to $31.92 billion at March 31,
1997 from $25.99 billion at December 31, 1996, principally as a result of the
John Alden Acquisition, which contributed $5.22 billion to total assets.  In
addition, total assets increased as a result of a $230.7 million increase in
the separate accounts for variable annuities.  

      INVESTED ASSETS at March 31, 1997 totaled $23.08 billion, compared with
$17.94 billion at December 31, 1996.  This $5.14 billion increase primarily
resulted from the John Alden Acquisition, which contributed $4.75 billion to
invested assets at March 31, 1997, and increases in reserves for fixed annuity
contracts and GICs.  These favorable factors were partially offset by the
$108.4 million net unrealized loss recorded on debt and equity securities
available for sale at March 31, 1997, a $213.0 million decrease from the $104.6
million net unrealized gain recorded on such securities at December 31, 1996. 

      The Company manages most of its invested assets internally.  The
Company's general investment philosophy is to hold fixed maturity assets for
long-term investment.  Thus, it does not have a trading portfolio.  However,
the Company has determined that all of its portfolio of bonds, notes and
redeemable preferred stocks (the "Bond Portfolio") is available to be sold in
response to changes in market interest rates, changes in prepayment risk, the
Company's need for liquidity and other similar factors. 

      THE BOND PORTFOLIO had an aggregate amortized cost that exceeded its fair
value by $153.5 million at March 31, 1997.  At December 31, 1996, the fair
value of the Bond Portfolio exceeded its amortized cost by $45.9 million.  The
net unrealized loss on the Bond Portfolio since December 31, 1996 principally
reflects the higher relative prevailing interest rates at March 31, 1997 and
their corresponding effect on the fair value of the Bond Portfolio.

      All of the Bond Portfolio ($17.14 billion at amortized cost, excluding
$210.3 million of redeemable preferred stocks) at March 31, 1997 was rated by
Standard & Poor's Corporation ("S&P"), Moody's Investors Service ("Moody's"),
Duff & Phelps Credit Rating Co. ("DCR"), Fitch Investors Service, L.P.
("Fitch") or under comparable statutory rating guidelines established by the
National Association of Insurance Commissioners ("NAIC") and implemented by
either the NAIC or the Company.  At March 31, 1997, approximately
$15.78 billion of the Bond Portfolio (at amortized cost) was rated investment
grade by one or more of these agencies or by the Company or the NAIC, pursuant
to applicable NAIC guidelines, including $7.89 billion of U.S.
government/agency securities and mortgage-backed securities ("MBSs").

      At March 31, 1997, the Bond Portfolio included $1.36 billion of bonds,
with a fair value approximately equal to their amortized cost, that were not
rated investment grade by S&P, Moody's, DCR, Fitch or the NAIC.  Based on their
March 31, 1997 amortized cost, these non-investment-grade bonds accounted for
4.2% of the Company's total assets and 5.9% 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 $354.0 million at March 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 intends that the proportion of its portfolio invested in such
securities not exceed current levels, but its policies may change from time to
time, including in connection with any possible acquisition.  The Company had
no material concentrations of non-investment-grade securities at March 31,
1997.  The table on the following page summarizes the Company's rated bonds by
rating classification.


<TABLE>
                                          RATED BONDS BY RATING CLASSIFICATION
                                                 (Dollars in thousands)
<CAPTION>
                                                 Issues not rated by S&P/Moody's/
    Issues rated by S&P/Moody's/DCR/Fitch          DCR/Fitch, by NAIC category                      Total             
----------------------------------------------  -----------------------------------  ----------------------------------
 S&P/(Moody's)/                      Estimated    NAIC                   Estimated               Percent of  Estimated
 [DCR]/{Fitch}         Amortized        fair    category   Amortized        fair     Amortized    invested      fair
  category(1)             cost         value       (2)        cost         value        cost       assets(3)   value
---------------        ----------   ----------  --------   ----------   -----------  ----------   ---------  ----------  
<S>                    <C>          <C>         <C>        <C>          <C>          <C>          <C>       <C>           

AAA to A-
  (Aaa to A3)
  [AAA to A-]
  {AAA to A-}         $11,234,066  $11,110,128       1     $1,514,672   $1,511,634  $12,748,738     54.98%  $12,621,762
BBB+ to BBB-
  (Baa1 to Baa3)
  [BBB+ to BBB-]
  {BBB+ to BBB-}        2,594,358    2,573,129       2        437,614      438,131    3,031,972     13.08     3,011,260
BB+ to BB-
  (Ba1 to Ba3)
  [BB+ to BB-]
  {BB+ to BB-}            155,048      156,800       3        125,967      130,097      281,015      1.21       286,897
B+ to B- 
  (B1 to B3)
  [B+ to B-]
  {B+ to B-}              678,283      682,074       4        238,142      235,483      916,425      3.95       917,557
CCC+ to C
  (Caa to C)
  [CCC]
  {CCC+ to C-}             59,975       59,592       5         90,912       80,916      150,887      0.65       140,508
CI to D
  [DD]
  {D}                          --           --       6         11,721       11,027       11,721      0.05        11,027
                      -----------  -----------             ----------   ----------  -----------             -----------
TOTAL RATED ISSUES    $14,721,730  $14,581,723             $2,419,028   $2,407,288  $17,140,758             $16,989,011
                      ===========  ===========             ==========   ==========  ===========             ===========
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.  A substantial portion of the assets in the NAIC categories were
      rated by the Company pursuant to applicable NAIC rating guidelines.

(3)   At amortized cost.


     Senior Secured Loans ("Secured Loans") are included in the Bond Portfolio
and their amortized cost aggregated $2.19 billion at March 31, 1997.  Secured
Loans are senior to subordinated debt and equity, and are secured by assets of
the issuer.  At March 31, 1997, Secured Loans consisted of loans to
approximately 317 borrowers spanning 41 industries, with 21% of these assets
(at amortized cost) concentrated in financial institutions, 16% concentrated
in utilities and 8% concentrated in the leisure industry.  No other industry
concentration constituted more than 6% of these assets.

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

      MORTGAGE LOANS aggregated $3.09 billion at March 31, 1997, including
$2.74 billion of commercial mortgage loans and $343.6 million of single-family
residential mortgage loans.  All of the single-family residential mortgage
loans and $908.3 million of the commercial mortgage loan portfolio were
obtained as part of the John Alden Acquisition.

      The single-family residential mortgage loans consisted of approximately
1,600 loans that are primarily 15- and 30-year fixed-rate first mortgage loans
with an average balance of approximately $213.0 thousand, collateralized by
properties located in 44 states.   

        The commercial mortgage loan portfolio consisted of 1,325 first
mortgage loans with an average loan balance of approximately $2.1 million,
collateralized by properties located in 45 states.  Approximately 32% of this
portfolio was multifamily residential, 32% was retail, 11% was office, 8% was
manufactured housing, 7% was industrial and 10% was other types.  At March 31,
1997, approximately 20% and 10% of this portfolio was secured by properties
located in California and Florida, respectively, and no more than 9% of this
portfolio was secured by properties located in any other single state.  At
March 31, 1997, there were 33 commercial mortgage loans with outstanding
balances of $10 million or more, which loans collectively aggregated
approximately 18% of this portfolio.  At the time of their origination or
purchase by the Company, virtually all commercial mortgage loans had
loan-to-value ratios of 75% or less.  At March 31, 1997, approximately 27% of
the commercial mortgage loan portfolio consisted of loans with balloon payments
due before April 1, 2000. 







      At March 31, 1997, approximately 46% of the commercial 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 commercial 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 effects of general economic conditions on these commercial
properties.  However, due to the seasoned nature of the Company's commercial
mortgage loan portfolio, its emphasis on multifamily loans and its strict
underwriting standards, the Company believes that it has reduced the risk
attributable to its commercial mortgage loan portfolio while maintaining
attractive yields.

      During the second quarter and six months of 1997 and 1996, loans
delinquent by more than 90 days, foreclosed loans and restructured loans have
not been significant in relation to the total mortgage loan portfolio.

      PARTNERSHIP investments totaled $1.08 billion at March 31, 1997,
constituting investments in approximately 550 separate partnerships with an
average size of approximately $2.0 million.  This portfolio includes:
(i) $474.8 million of partnerships managed by independent money managers that
invest in a broad selection of equity and fixed-income securities, currently
including approximately 2,800 separate issuers; (ii) $520.7 million of partner-
ships that make tax-advantaged investments in affordable housing properties,
currently involving approximately 475 multifamily properties in 40 states; and
(iii) $87.8 million of partnerships that invest in mortgage loans and
income-producing real estate.  At March 31, 1997, $553.1 million of the
Company's partnerships was accounted for by using the cost method and $530.2
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 maturities that generate predictable rates of return.  The Company
does not have a specific target rate of return.  Instead, its rates of return
vary over time depending on the current interest rate environment, the slope
of the yield curve, the spread at which fixed maturities are priced over the
yield curve and general economic conditions.  Its portfolio strategy is
designed to achieve adequate risk-adjusted returns consistent with its
investment objectives of effective asset-liability matching, liquidity and
safety.


      The Company designs its fixed-rate products and conducts its investment
operations in order to closely match the duration of the assets in its
investment portfolio to its annuity and GIC obligations.  The Company seeks to
achieve a predictable spread between what it earns on its assets and what it
pays on its liabilities by investing principally in fixed-rate securities.  The
Company's fixed-rate products incorporate surrender charges, two-tiered
interest rate structures or other limitations on when contracts can be
surrendered for cash to encourage persistency.  Approximately 87% of the
Company's fixed annuity and GIC reserves had surrender penalties or other
restrictions at March 31, 1997.

      As part of its asset-liability matching discipline, the Company conducts
detailed computer simulations that model its fixed-maturity assets and
liabilities under commonly used stress-test interest rate scenarios.  Based on
the results of these computer simulations, the investment portfolio has been
constructed with a view to maintaining a desired investment spread between the
yield on portfolio assets and the rate paid on its reserves under a variety of
possible future interest rate scenarios.  At March 31, 1997, the weighted
average life of the Company's investments was approximately 5.0 years and the
duration was approximately 3.4.  Weighted average life is the average time to
receipt of all principal, incorporating the effects of scheduled amortization
and expected prepayments, weighted by book value.  Duration is a common option-
adjusted measure for the price sensitivity of a fixed-income portfolio to
changes in interest rates. It measures the approximate percentage change in the
market value of a portfolio if interest rates change by 100 basis points,
recognizing the changes in portfolio cashflows resulting from embedded options
such as prepayments and bond calls.
  
      As a component of its investment 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
March 31, 1997, the Company had 26 outstanding Swap Agreements with an
aggregate notional principal amount of $1.12 billion.  These agreements mature
in various years through 2003 and have an average remaining maturity of 33
months.

      The Company also seeks to provide liquidity from time to time by using
reverse repurchase agreements ("Reverse Repos"), dollar roll transactions
("Dollar Rolls") and by investing in MBSs.  It also seeks to enhance its spread
income by using Reverse Repos, Dollar Rolls 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.  Dollar Rolls are similar to Reverse Repos except that the
repurchase involves securities that are only substantially the same as the
securities sold and the arrangement is not collateralized, nor is it governed
by a repurchase agreement.  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 Dollar Rolls,
Reverse Repos and Swap Agreements is counterparty risk.  The Company believes,
however, that the counterparties to its Total Return Agreements, Dollar Rolls,
Reverse Repos and Swap Agreements are financially responsible and that the
counterparty risk associated with those transactions is minimal.  Counterparty
risk associated with Dollar Rolls is further mitigated by the Company's
participation in an MBS trading clearinghouse.  The sell and buy transactions
that are submitted to this clearinghouse are marked to market on a daily basis
and each participant is required to over-collateralize its net loss position
by 30% with either cash, letters of credit or government securities.  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.

      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 collateral (if
any), compliance with contractual covenants, the borrower's recent financial
performance, news reports and other externally generated information concerning
the creditor's affairs.  In the case of publicly traded bonds, management also
considers market value quotations, if available.  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 $54.5 million at March 31,
1997 (at amortized cost, with a fair value of $51.5 million), including $19.1
million of bonds and notes and $35.4 million of mortgage loans.  At March 31,
1997, defaulted investments constituted 0.2% of total invested assets.  At
December 31, 1996, defaulted investments totaled $55.2 million and constituted
0.3% of total invested assets.

      SOURCES OF LIQUIDITY are readily available to the Company in the form of
the Company's existing portfolio of cash and short-term investments, Reverse
Repo capacity on invested assets and, if required, proceeds from invested asset
sales.  At March 31, 1997, approximately $7.91 billion of the Company's Bond
Portfolio had an aggregate unrealized gain of $128.0 million, while
approximately $9.44 billion of the Bond Portfolio had an aggregate unrealized
loss of $281.5 million.  In addition, $577.5 million remains available to the
Company to issue securities under a shelf registration statement filed in
October 1996. Further, the Company's investment portfolio currently provides
approximately $163.3 million of monthly cash flow from scheduled principal and
interest payments.

      Management is aware that prevailing market interest rates may shift
significantly and has strategies in place to manage either an increase or
decrease in prevailing rates.  In a rising interest rate environment, the
Company's average cost of funds would increase over time as it prices its new
and renewing annuities 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 March 31, 1997, had invested assets with a fair value of $1.67 billion and
outstanding senior indebtedness of $1.00 billion, comprising all of the
Company's outstanding senior indebtedness.  Additionally, as of March 31, 1997,
the Parent had three GICs purchased by local government entities which
aggregated $227.0 million.



      During November 1996, October 1995 and June 1995, respectively, the
Parent purchased the common securities of SunAmerica Capital Trust III,
SunAmerica Capital Trust II and SunAmerica Capital Trust I (the "Grantor
Trusts") and issued an aggregate of $566.2 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.  On April
16, 1997, the Company announced that SunAmerica Capital Trust I will redeem all
of the $52.6 million of its preferred securities, and, therefore, the Company
will concurrently redeem the related junior subordinated debentures. (See Notes
3 and 6 of Notes to Consolidated Financial Statements.)

      The Parent's annual debt service with respect to its senior indebtedness,
GIC obligations and Debentures, taking into account the announced redemption,
totals $102.5 million for the remainder of fiscal 1997, $163.7 million for
fiscal 1998, $275.3 million for fiscal 1999, $558.0 million for fiscal 2000,
$122.4 million for fiscal 2001 and $3.32 billion, in the aggregate, thereafter.
On or before October 31, 1999, the Company is contractually scheduled to
receive $431.3 million upon delivery of 11.5 million or fewer shares of the
Company's Common Stock in accordance with the terms of the Company's Premium
Equity Redemption Cumulative Security Units.

      The Parent received dividends from its regulated life insurance
subsidiaries of $118.7 million in April 1997, $94.3 million in March 1996 and
$69.2 million in March 1995.  The Parent also received dividends of
$1.9 million during fiscal 1997 and $16.0 million in the 1996 fiscal year from
its other directly owned subsidiaries.  On April 1, 1997, there were no
dividends available to the Parent from its regulated life insurance
subsidiaries for the remainder of calendar year 1997.

      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.

REGULATION                       

      The Company's insurance subsidiaries are subject to regulation and
supervision by the states in which they are authorized to transact business.
State insurance laws establish supervisory agencies with broad administrative
and supervisory powers related to granting and revoking licenses to transact
business, regulating marketing and other trade practices, operating guaranty
associations, licensing agents, approving policy forms, regulating certain
premium rates, regulating insurance holding company systems, establishing
reserve requirements, prescribing the form and content of required financial
statements and reports, performing financial and other examinations,
determining the reasonableness and adequacy of statutory capital and surplus,
regulating the type, valuation and amount of investments permitted, limiting
the amount of dividends that can be paid and the size of transactions that can
be consummated without first obtaining regulatory approval and other related
matters.

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

      SunAmerica Asset Management Corp. 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 Corp. 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
National Association of Securities Dealers, Inc. (the "NASD"). The NASD has
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.



                               SUNAMERICA INC.
                         PART II - OTHER INFORMATION



ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
-------------------------------------------------------------

On February 14, 1997, the Company  held its annual meeting of shareholders. 
The shareholders voted upon the following matters: (1) the election of ten
directors, which comprise the entire Board of Directors; (2) approval of an
amendment to the Company's charter to increase the Company's authorized Common
Stock from 175,000,000 shares to 350,000,000 shares (the "Charter Amendment");
(3) approval of the SunAmerica 1997 Employee Incentive Stock Plan (the
"Employee Plan"); (4) approval of the SunAmerica Long-Term Incentive Plan
("Long-Term Plan"); (5) approval of an amendment to the Long-Term Performance-
Based Incentive Plan for the Chief Executive Officer (the "Incentive Plan
Amendment"), and (6) approval of the Non-Employee Directors' Stock Option Plan
(the "Director Plan"),

Each matter was approved.  The votes cast for, against or withheld, as well as
the number of abstentions and broker non-votes as to each such matter were as
follows:

                                             Votes
                                Votes   Against or                    Broker
                                  For     Withheld   Abstentions   Non-Votes
                           ----------   ----------   -----------   ---------
ELECTION OF DIRECTORS:

Eli Broad                 202,050,225      189,930
William F. Aldinger, III  202,044,788      195,367
Karen Hastie-Williams     201,939,432      300,723
David O. Maxwell          202,054,742      185,413
Barry Munitz              202,057,472      182,683
Lester Pollack            202,046,950      193,205
Carl E. Reichardt         202,050,034      190,121
Sanford C. Sigoloff       202,048,636      191,519
Harold M. Williams        202,046,078      194,077
Jay S. Wintrob            202,052,772      187,383

CHARTER AMENDMENT         193,948,048    8,038,536       253,571

EMPLOYEE PLAN             188,805,325    4,539,231       423,427   8,472,172

LONG-TERM PLAN            199,863,011    1,905,764       471,380

INCENTIVE PLAN
  AMENDMENT               171,834,459   21,404,721       528,803   8,472,172

DIRECTOR PLAN             187,761,121    5,369,994       636,868   8,472,172


                               SUNAMERICA INC.
                         PART II - OTHER INFORMATION



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

10(a) SunAmerica 1997 Employee Incentive Stock Plan is incorporated herein by
      reference to Appendix A to the Company's Notice of 1997 Annual Meeting
      and Proxy Statement, filed December 30, 1996.

10(b) SunAmerica Long-Term Incentive Plan is incorporated herein by reference
      to Appendix B to the Company's Notice of 1997 Annual Meeting and Proxy
      Statement, filed December 30, 1996.

10(c) Long-Term Performance-Based Incentive Plan, Amended and Restated 1997,
      is incorporated herein by reference to Appendix C to the Company's Notice
      of 1997 Annual Meeting and Proxy Statement, filed December 30, 1996.

10(d) Non-Employee Directors' Stock Option Plan is incorporated herein by
      reference to Appendix D to the Company's Notice of 1997 Annual Meeting
      and Proxy Statement, filed December 30, 1996.

10(e) 1995 Performance Stock Plan as amended and restated.

11    Statement re computation of per-share earnings.

27    Financial Data Schedule.

REPORTS ON FORM 8-K

      On January 27, 1997, the Company filed a Current Report on Form 8-K
      announcing its first quarter 1997 earnings and its financial position at
      December 31, 1996.

      On April 15, 1997, the Company filed a Current Report on Form 8-K
      concerning the completion of its acquisition of the annuity business of
      John Alden Financial Corporation.













                               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        May 14, 1997                 /s/ JAY S. WINTROB
     ----------------------------         -----------------------------------
                                          Jay S. Wintrob
                                          Vice Chairman


Dated        May 14, 1997                  /s/ SCOTT L. ROBINSON
     ----------------------------         -----------------------------------
                                          Scott L. Robinson
                                          Senior Vice President and Controller



                              SUNAMERICA INC.
                                      


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

11    Statement re computation of per-share earnings.

27    Financial Data Schedule.

10(e) 1995 Performance Stock Plan as amended and restated.