SC 13E4/A

		      SECURITIES AND EXCHANGE COMMISSION
			    Washington, D.C. 20549

				Amendment No. 3
			     (Dated June 6, 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. 3 TO
	      ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4


	 This Amendment No. 3 dated June 6, 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 and May
26, 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 June 6, 1995, the Trust issued a press release announcing that it
will accept, subject to the terms and conditions of the Offer, all shares of
Preferred Stock validly tendered and not withdrawn in accordance with the
Offer.  The Trust further announced that it expects to issue its 9.95% Trust
Originated Preferred Securities[SM] (TOPrS[SM]) on or about June 13, 1995
following completion of the guaranteed delivery period at which time the
Preferred Securities will commence trading on the New York Stock Exchange.  A
copy of the press release is filed with this Amendment No. 3 as Exhibit Q.


ITEM 9.        Material to be Filed as Exhibits.

	 (a)   Press Release issued by the Company on June 6, 1995 (Exhibit Q).



				 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:    June 6, 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


    Q                Press Release issued by the Company on June 6, 1995

EX-99.Q

								     Exhibit Q


		      [LETTERHEAD OF SUNAMERICA INC.]

Contact:

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


		 SUNAMERICA INC.'S TRUST SUBSIDIARY TO ACCEPT
		  PREFERRED STOCK TENDERED IN EXCHANGE OFFER

LOS ANGELES, June 6, 1995 -- SunAmerica Capital Trust I ("Trust"), a statutory
business trust established by SunAmerica Inc. (NYSE: SAI), announced today
that it will accept for exchange, subject to the terms and conditions of its
exchange offer (the "Offer"), all shares of 9 1/4% Preferred Stock, Series B
("Series B Preferred") of SunAmerica Inc. validly tendered and not withdrawn in
accordance with the Offer.  The Offer expired at 5:00 p.m., New York City
time, on June 5, 1995.  As of such time, approximately 2,102,980 shares of
Series B Preferred had been deposited in the Offer, of which approximately
2,250 shares were tendered by Notice of Guaranteed Delivery.  Pursuant to the
Offer, the Trust will issue its 9.95% Trust Originated Preferred
Securities[SM] (TOPrS[SM]) ("Preferred Securities").  The Trust further
announced that it expects to issue the Preferred Securities on or about June
13, 1995 following completion of the guaranteed delivery period, at which time
the Preferred Securities will commence trading on the New York Stock Exchange.
Merrill Lynch & Co. acted as sole dealer manager in connection with the
exchange offer.

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.