PROSPECTUS dated September 29, 1995                   Pricing Supplement No. 5
PROSPECTUS SUPPLEMENT dated October 19, 1995          February 9, 1996

                                                     Rule 424 (b) (3)
                                                     Registration No. 33-62405

                                SUNAMERICA INC.
                                MEDIUM-TERM NOTES, SERIES 2
                                DUE NINE MONTHS OR MORE FROM                 
                                DATE OF ISSUE


$10,000,000 7.00 % Notes due
February 13, 2026

Principal Amount:       U.S. $10,000,000        Interest Payment Dates:
                                                June 1 and December 1   
Price to Public:        At varying prices       each year commencing        
                        related to prevailing   June 1, 1996       
                        market prices at the    Form:  Book Entry
                        time of resale          Redemption at Company
Settlement Date:        February 14, 1996       Option: None
                        (Original Issue Date)   Specified Currency:
Maturity Date:          February 13, 2026       United States dollars
Interest Rate:          7.00%                   Sinking Fund:  None
Net Proceeds:           $9,650,000              Redemption at Option            
Agent Commission:       $350,000                of Holder: See Attached
        




                        J.P. MORGAN SECURITIES INC.

Limited Right of Redemption at Option of Beneficial Owner


      Unless the 7.00% Notes have been declared due and payable prior to
their maturity by reason of an Event of Default, commencing August 1, 1996
the Representative (as defined below) of a deceased owner of an interest in
the 7.00% Notes (a "Beneficial Owner") has the right to request redemption of
all or part of his or her interest in the 7.00% Notes, expressed in integral
multiples of $1,000, for payment prior to maturity, and the Company will
redeem the same subject to the limitations that the Company will not be
obligated to redeem during the period beginning August 1, 1998 ending July
31, 1999, and during any twelve-month period ending May 31 thereafter, (i) on
behalf of the deceased Beneficial Owner any interest in the 7.00% Notes which
exceeds an aggregate principal amount of $25,000 and (ii) interests in the
7.00% Notes in an aggregate principal amount exceeding two percent (2%) of
the aggregate principal amount of 7.00% Notes originally issued, or $200,000. 
In the case of interests in the 7.00% Notes owned by a deceased Beneficial
Owner, a request for redemption may be presented to the Trustee at any time
and in any principal amount.  If the Company, although not obligated to do
so, chooses to redeem interests of a deceased Beneficial Owner in the 7.00%
Notes in any such period in excess of the $25,000 limitation, such
redemption, to the extent that it exceeds the $25,000 limitation for any
Beneficial Owner, shall not be included in the computation of the two percent
(2%) limitation for such period or any succeeding period.

Subject to the $25,000 and two percent (2%) limitations, the Company will
upon the death of any Beneficial Owner redeem the interest of the Beneficial
Owner in the 7.00% Notes within 60 days following receipt by the Trustee of
a validly completed Redemption Request, as hereinafter defined, including all
supporting documentation, from such Beneficial Owner's personal
representative, or surviving joint tenant(s), tenant(s) by the entirety or
tenant(s) in common, or other persons entitled to effect such a Redemption
Request (each, a "Representative").  If Redemption Requests exceed either the
$25,000 or 2% per prepayment period limitations then such excess Redemption
Request (subject in the case of the $25,000 limitation to the provisions of
the last sentence of the preceding paragraph) will be applied to successive
periods in the order of receipt for prepayment, regardless of the number of
periods required to redeem such interest unless sooner withdrawn as described
below.

A request for redemption of an interest in the 7.00% Notes may be made by
delivering a request to the Depositary, in the case of a Participant which is
the Beneficial Owner of such interest, or to the Participant through whom the
Beneficial Owner owns such interest, in form satisfactory to the Participant,
together with, evidence of death of the Beneficial Owner and the authority of
the Representative satisfactory to the Participant and the Trustee.  A
Representative of a deceased Beneficial Owner may make the request for
redemption and shall submit such other evidence of the right to such
redemption as the Participant or Trustee shall require.  The request shall
specify the principal amount of the 7.00% Notes to be redeemed.  A request
for redemption in form satisfactory to the Participant and accompanied by the
documents relevant to the request as above provided, together with a
certification by the Participant that it holds the interest on behalf of the
deceased Beneficial Owner with respect to whom the request for redemption is
being made (the "Redemption Request") shall be provided to the Depositary by
a Participant and the Depositary will forward the request to the Trustee. 
Redemption Requests, including all supporting documentation, shall be in the
form satisfactory to the Trustee and no request for redemption shall be
considered validly made until the Redemption Request and all supporting
documentation, in form satisfactory to the Trustee, shall have been received
by the Trustee.

The price to be paid by the Company for an interest in the 7.00% Notes to be
redeemed pursuant to a request from a deceased Beneficial Owner's
Representative is one hundred percent (100%) of the principal amount thereof
plus accrued but unpaid interest to the data of redemption.  Subject to
arrangements with the Depositary, payment for interest in the 7.00% Notes
which are to be redeemed shall be made to the Depositary within 60 days
following receipt by the Trustee of the Redemption Request, including all
supporting documentation, and the 7.00% Notes to be redeemed in the aggregate
principal amount specified in the Redemption Requests submitted to the
Trustee by the Depositary which are to be fulfilled in connection with such
payment.  An acquisition of 7.00% Notes by the Company or its subsidiaries
other than by redemption at the option of and Representative of a deceased
Beneficial Owner shall not be included in the computation of either the
$25,000 or two percent (2%) limitation for any period.

Interest in the 7.00% Notes held in tenancy by the entirety, joint tenancy or
by tenants in common will be deemed to be held by a single Beneficial Owner
and the death of a tenant in common, tenant by the entirety or joint tenant
will be deemed the death of a Beneficial Owner.  The death of a person who,
during such person's lifetime, was entitled to substantially all of the
rights of a Beneficial Owner will be deemed the death of the Beneficial
Owner, regardless of the recordation of such interest on the records of the
Participant, if such rights can be established to the satisfaction of the
Participant and the Trustee.  Such interests shall be deemed to exist in
typical cases of nominee ownership, ownership under the Uniform Gift to
Minors Act or the Uniform Transfers to Minors Act, community property or
other joint ownership arrangements between a husband and wife (including
individual retirement accounts or Keogh (H.R. 10) plans maintained solely by
or for the decedent or by or for the decedent and any spouse), and trust and
certain other arrangements where one person has substantially all of the
rights of a Beneficial Owner during such person's lifetime.

Any Redemption Request may be withdrawn upon delivery of a written request
for such withdrawal given to the Trustee by the Depositary prior to payment
for redemption of the interest in the 7.00% Notes.

Because of the limitations on the Company's requirement to redeem interest in
the 7.00% Notes as described above, no Beneficial Owner can have any
assurance the his interest in the 7.00% Notes will be paid prior to maturity.