SC 13E4/A

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                              Amendment No. 2
                           (Dated May 26, 1995)
                                    to
                              Schedule 13E-4
                       ISSUER TENDER OFFER STATEMENT
                   (Pursuant to Section 13(e)(1) of the
                     Securities Exchange Act of 1934)

                              SUNAMERICA INC.
                           (Name of the Issuer)

                        SUNAMERICA CAPITAL TRUST I
                   (Name of Person(s) Filing Statement)

                     9 1/4% PREFERRED STOCK, SERIES B
                      (Title of Class of Securities)

                                 866930506
                   (CUSIP Number of Class of Securities)

                           SUSAN L. HARRIS, Esq.
          Vice President and General Counsel - Corporate Affairs
                              SunAmerica Inc.
                            1 SunAmerica Center
                    Los Angeles, California 90067-6022
                              (310) 772-6000

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


              Please address a copy of all communications to:


    DAVID W. FERGUSON, Esq.                  GREGG A. NOEL, Esq.
     Davis Polk & Wardwell           Skadden, Arps, Slate, Meagher & Flom
      450 Lexington Avenue            300 South Grand Avenue, Suite 3400
   New York, New York  10017            Los Angeles, California 90071
         (212) 450-4000                         (213) 687-5000

                              April 28, 1995

  (Date Tender Offer First Published, Sent or Given to Security Holders)

                         Calculation of Filing Fee


        Transaction Valuation*              Amount of Filing Fee
- ---------------------------------------    ----------------------
        $144,031,250                           $28,807

*  For purposes of calculating the filing fee pursuant to Rule 0-11 of the
Securities Exchange Act of 1934, as amended, the market value of the
9 1/4% Preferred Stock, Series B (the "Series B Preferred Stock") proposed to
be acquired was determined by multiplying $26 3/16 (the average of the high
and low reported prices of the Series B Preferred Stock on the New York Stock
Exchange on April 25, 1995 by 5,500,000 (the number of shares of Series B
Preferred Stock which SunAmerica Capital Trust I has offered to acquire).

[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:  $46,703
Form or Registration No.:S-4 (Registration No. 33-56961-01 and 33-56961-02)
Filing Party:            SunAmerica Inc. and SunAmerica Capital Trust I.
Date Filed:              December 20, 1994

                            AMENDMENT NO. 2 TO
              ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4


         This Amendment No. 2 dated May 26, 1995 supplements the Issuer Tender
Offer Statement on Schedule 13E-4 filed with the Securities and Exchange
Commission (the "Commission") on April 28, 1995 and amended on May 1, 1995, by
SunAmerica Capital Trust I (the "Trust") in connection with the filing under
the Securities Act of 1933, as amended, of a registration statement on Form
S-4 (the "Registration Statement") regarding an exchange offer (the "Offer")
to holders of 9 1/4% Preferred Stock, Series B (the "Preferred Stock") of
SunAmerica Inc. ("SunAmerica").  A copy of the Offering Circular/Prospectus
dated April 27, 1995 (the "Offering Circular/Prospectus") contained in the
Registration Statement (Registration Nos. 33-56961-01 and 33-56961-02)
declared effective by the Commission on April 27, 1995 was filed as Exhibit A
to the original Schedule 13E-4.

         The following information supplements the information previously
included in the Schedule 13E-4.

         On May 26, 1995, the Trust issued a press release announcing that the
Offer has been extended until 5:00 P.M., New York City time, on June 5, 1995.
In addition, the Trust announced that the condition that a minimum of
2,810,000 shares of Preferred Stock are tendered in the Offer was reduced to
1,750,000 shares of Preferred Stock.  All other terms of the Offer remain
unchanged.  A copy of the press release is filed with this Amendment No. 2 as
Exhibit P.


ITEM 9.        Material to be Filed as Exhibits.

         (a)   Press Release issued by the Company on May 26, 1995 (Exhibit P).



                                 SIGNATURE

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


Dated:    May 26, 1995           SUNAMERICA CAPITAL TRUST I


                                 By:  SunAmerica Inc.,
                                          as Sponsor


                                 By /s/ James R. Belardi
                                    -----------------------
                                   Name:  James R. Belardi
                                   Title: Senior Vice President
                                         and Treasurer


                             INDEX TO EXHIBITS

Exhibit                                Description
- -------                                -----------

    P                Press Release issued by the Company on May 26, 1995

EX-99.P

                                                                     Exhibit P


                      [LETTERHEAD OF SUNAMERICA INC.]

Contact:

         Karel Carnohan
         Vice President
         Investor Relations
         (310) 772-6535


                SUNAMERICA INC.'S TRUST SUBSIDIARY EXTENDS
                      PREFERRED STOCK EXCHANGE OFFER

LOS ANGELES, MAY 26, 1995 -- SunAmerica Capital Trust I ("Trust"), a statutory
business trust established by SunAmerica Inc., announced today that its Offer
to Exchange its 9.95% Trust Originated Preferred Securities(SM) (TOPrS(SM))
for up to 5,500,000 outstanding shares of 9 1/4% Preferred Stock, Series B
("Series B Preferred") of SunAmerica Inc. has been extended until 5:00 p.m.,
New York City time, on Monday, June 5, 1995.  In addition, the Trust announced
that the condition that a minimum of 2,810,000 shares of Series B Preferred
are tendered in the Offer was reduced to 1,750,000 shares of Series B
Preferred.  All other terms of the Offer remain unchanged.  As of 5:00 p.m.,
New York City time, on May 25, 1995, approximately 2,042,500 shares of the
Series B Preferred had been tendered in the Offer.

The Offer is being made only by means of, and under the terms and conditions
set forth in, SunAmerica's Offering Circular/Prospectus dated April 27, 1995.
As a result of the extension, the Offer, the proration period and the
withdrawal rights will now expire at 5:00 p.m., New York City time, on Monday,
June 5, 1995.

Merrill Lynch & Co. is acting as the sole dealer manager in connection with
the exchange offer.  For more information, contact Merrill Lynch at
800-937-0531 or 212-449-4906, or Georgeson & Company, the information agent
for the exchange offer, at 800-223-2064.

SunAmerica Inc. is a financial services company specializing in the sale of
long-term savings products and investments to the expanding pre-retirement
savings market.  As of March 31, 1995, the company held $25 billion of assets,
including those on its balance sheet, and those off its balance sheet in
mutual funds and in retirement trust accounts.