8-K

                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549




                                 FORM 8-K

                              CURRENT REPORT

                  PURSUANT TO SECTION 13 OR 15(D) OF THE

                      SECURITIES EXCHANGE ACT OF 1934


DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)               MAY 26, 1995


                              SUNAMERICA INC.

            (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


MARYLAND                                       1-4618     86-0176061
(STATE OR OTHER JURISDICTION                (COMMISSION   (IRS EMPLOYER
OF INCORPORATION)                           FILE NUMBER)  IDENTIFICATION NO.)
1 SUNAMERICA CENTER
LOS ANGELES, CALIFORNIA                                   90067-6022
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                  (ZIP CODE)
Registrant's telephone number,                            (310) 772-6000
including area code



Item 5.        Other Events

               In connection with the Registration Statement on Form S-4
               (Registration Nos. 33-56961-01 and 33-56961-02) filed under the
               Securities Act of 1933, as amended, by the Registrant and
               SunAmerica Capital Trust I (the "Trust"), a statutory business
               trust established by the Registrant, and declared effective on
               April 27, 1995 relating to the offer (the "Offer") by the Trust
               to exchange its 9.95% Trust Originated Preferred Securities(sm)
               (TOPrS(sm)) for up to 5,500,000 shares of 9 1/4% Preferred
               Stock, Series B ("Series B Preferred") of the Registrant, there
               is filed herewith as an exhibit the press release issued on May
               26, 1995 announcing (i) that the Offer has been extended until
               5:00 P.M., New York City time, on June 5, 1995 and (ii) 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.

Item 7.        Financial Statements, Pro Forma Financial Information and
               Exhibits

               (c)   Exhibits

               Exhibit 99   Press Release issued on May 26, 1995




                                SIGNATURES

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

                                       SUNAMERICA INC.


Date:  May 26, 1995                    By:  /s/ Susan L. Harris
                                            ------------------------
                                             Susan L. Harris
                                             Vice President, General
                                               Counsel - Corporate
                                               Affairs and Secretary

EX-99

                                                                    Exhibit 99


                      [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.