SC TO-I/A

As filed with the Securities and Exchange Commission on November 19, 2010

United States

Securities and Exchange Commission

Washington, D.C. 20549

Schedule TO

Tender Offer Statement Under Section 13(e)(1)

of the Securities Exchange Act of 1934

Amendment No. 2

Sun America Focused Alpha Large-Cap Fund, Inc.

(Name of Subject Company)

Sun America Focused Alpha Large-Cap Fund, Inc.

(Name of Filing Persons (Issuer))

Shares of Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

867038101

(CUSIP Number of Class of Securities)

John T. Genoy

President

Sun America Focused Alpha Large-Cap Fund, Inc.

Harborside Financial Center,

3200 Plaza 5 Jersey City, NJ 07311

Telephone: 201-324-6414

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Calculation of Filing Fee

Transaction Valuation: $35,676,097.02(a) Amount of Filing Fee: $2,543.71 (b)

(a) Estimated for purposes of calculating the amount of the filing fee only. Pursuant to Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, the transaction value was calculated by multiplying 2,413,809 shares of Common Stock of Sun America Focused Alpha Large-Cap Fund, Inc. (25% of the total number of shares outstanding on September 15, 2010) by $14.78 (98.5% of the Net Asset Value per share of $15.01 as of the close of ordinary trading on the New York Stock Exchange on September 15, 2010).

(b) Calculated at $71.30 per $1,000,000 of the Transaction Valuation.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $2,543.71

Form or Registration No.: Schedule TO

Filing Party: Sun America Focused Alpha Large-Cap Fund, Inc.

Date Filed: October 7, 2010

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

EXPLANATORY NOTE

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed by Sun America Focused Alpha Large-Cap Fund, Inc. (the “Fund”) with the Securities and Exchange Commission (the “Commission”) on October 7, 2010 to add an additional exhibit in accordance with Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended.

Item 12. Exhibits

(a)(1)(i)	Offer Notice dated October 7, 2010.*
(a)(1)(ii)	Letter of Transmittal.*
(a)(1)(iii)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(iv)	Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(i)	Press Release dated October 7, 2010.*
(a)(5)(ii)	Press Release dated November 4, 2010.**
(a)(5)(iii)	Press Release dated November 19, 2010. (filed herewith)
(b)	Not applicable.
(d)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on October 7, 2010.

** Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on November 4, 2010.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

SUNAMERICA FOCUSED ALPHA LARGE-CAP FUND, INC.
By:	/S/    JOHN T. GENOY
Name:	John T. Genoy
Title:	President

Dated: November 19, 2010

EX-99.(A)(5)(III)

Contacts:
Linda Skolnick	James Nichols
Manager, Corporate Communications	Senior Vice President, Marketing
310-772-6533	SunAmerica Asset Management Corp.
	201-324-6860

SUNAMERICA FOCUSED ALPHA LARGE-CAP FUND, INC.

ANNOUNCES PRELIMINARY RESULTS OF IN-KIND TENDER OFFER

JERSEY CITY, NJ, November 19, 2010 – SunAmerica Focused Alpha Large-Cap Fund, Inc. (NYSE: FGI) (the “Fund”) announced today that based upon current information, approximately 7,244,050 shares, or 75% of the Fund’s outstanding shares of common stock, were tendered and not withdrawn in response to the Fund’s in-kind tender offer (the “Offer”), which expired on November 18, 2010 at 5:00 p.m., Eastern time (the “Expiration Date”). These figures are subject to adjustment and should not be regarded as final.

Under the terms of the Offer, the Fund offered to acquire up to 25% of its outstanding shares at a price equal to 98.5% of the Fund’s NAV per share as of the close of regular trading on the New York Stock Exchange on the business day immediately following the day the offer expires (“Pricing Date”), in exchange for a pro rata distribution of the Fund’s portfolio securities (subject to certain exceptions, including that the Fund will pay cash in lieu of delivering any “odd lot” of portfolio securities (i.e., fewer than 100 shares)). Because the number of shares tendered exceeded 25% of the Fund’s outstanding shares, the Fund will purchase tendered shares on a pro rata basis. The pro rata portion of the Fund’s portfolio securities and any applicable cash will be transferred to participating stockholders as soon as practicable following the Expiration Date.

#  #  #

The Fund is a non-diversified, closed-end management investment company. The Fund’s investment objective is to provide growth of capital. The Fund seeks to pursue this objective by employing a concentrated stock picking strategy in which the Fund, through subadvisers selected by SunAmerica Asset Management Corp., actively invests primarily in a small number of equity securities (i.e., common stocks) and to a lesser extent equity-related securities (i.e., preferred stocks, convertible securities, warrants and rights) primarily in the U.S. markets. Marsico Capital Management, LLC is the large-cap growth stock subadviser and BlackRock Investment Management, LLC is the large-cap value stock subadviser.

For more information about the SunAmerica Focused Alpha Large-Cap Fund, please visit www.sunamericafunds.com

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-more-

SunAmerica Asset Management Corp.

Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311

News Release 10-50 November 19, 2010 – Page 2

SunAmerica Asset Management Corp.

As of October 31, 2010, SunAmerica Asset Management Corp. managed and/or administered approximately $41.9 billion of assets.

# # #

Marsico Capital Management, LLC and BlackRock Investment Management, LLC are not affiliated with SunAmerica Asset Management Corp.

# # #

Investors should carefully consider the SunAmerica Focused Alpha Large-Cap Fund’s investment objective, strategies, risks, charges and expenses before investing.

THE SUNAMERICA FOCUSED ALPHA LARGE-CAP FUND SHOULD BE CONSIDERED AS ONLY ONE ELEMENT OF A COMPLETE INVESTMENT PROGRAM. THE FUND’S EQUITY EXPOSURE AND DERIVATIVE INVESTMENTS INVOLVE SPECIAL RISKS. AN INVESTMENT IN THIS FUND SHOULD BE CONSIDERED SPECULATIVE.

There is no assurance that the SunAmerica Focused Alpha Large-Cap Fund will achieve its investment objective. The Fund is actively managed and its portfolio composition will vary. Investing in the Fund is subject to several risks, including: Non-Diversified Status Risk, Growth and Value Stock Risk, Key Adviser Personnel Risk, Investment and Market Risk, Issuer Risk, Foreign Securities Risk, Emerging Markets Risk, Income Risk, Hedging Strategy Risk, Derivatives Risk, Preferred Securities Risk, Debt Securities Risk, Small and Medium Capitalization Company Risk, Leverage Risk, Liquidity Risk, Market Price of Shares Risk, Management Risk, Anti-Takeover Provisions Risk, Portfolio Turnover Risk and Non-Investment Grade Securities Risk. The price of shares of the Fund traded on the New York Stock Exchange will fluctuate with market conditions and may be worth more or less than their original offering price. Shares of closed-end funds often trade at a discount to their net asset value, but may also trade at a premium.

SunAmerica Asset Management Corp.

Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311