UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 8-A


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934




SUNAMERICA CAPITAL TRUST II                      SUNAMERICA INC.
(Exact name of Registrant as specified (Exact name of Registrant as specified
       in its charter)                            in its charter)

           Delaware                                   Maryland
(State or other jurisdiction of           (State or other jurisdiction of
incorporation or organization)             incorporation or organization)

          95-6994849                                 86-0176061
(I.R.S. Employer Identification No.)    (I.R.S. Employer Identification No.)

     c/o SunAmerica Inc.
     1 SunAmerica Center                        1 SunAmerica Center
Los Angeles, California 90067-6022       Los Angeles, California 90067-6022
        (310) 772-6000                             (310) 772-6000
(Address and telephone number              (Address and telephone number
of principal executive offices)           of principal executive offices)


Securities to be registered pursuant to Section 12(b) of the Act:


     Title of each class                   Name of each exchange on which
     to be so registered                   each class is to be registered

__% Trust Originated Preferred                 New York Stock Exchange
Securities

Securities to be registered pursuant to Section 12(g) of the Act:


                                    (None)




                INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 1.        Description of Registrants' Securities to be Registered.

         For a full description of the __% Trust Originated Preferred
Securities (the "Securities") being registered hereby, reference is made to
the information contained under the captions "The SunAmerica Trusts",
"Description of the Preferred Securities", "Description of the Preferred
Securities Guarantees" and "Description of the Junior Subordinated Debt
Securities" in the second base Prospectus dated September 29, 1995 (the
"Prospectus") contained in Amendment No. 3 to the Registrants' Registration
Statement on Form S-3 (Registration Nos. 33-62405 and 33-62405-01) and
information contained under the captions "Description of the Preferred
Securities", and "Description of the Junior Subordinated Debentures" in a
Prospectus Supplement relating to the Securities to be filed by the
Registrants' pursuant to Rule 424(b) under the Securities Act of 1933, as
amended.  The information contained in the foregoing Registration Statement
and Prospectus Supplement are incorporated herein by reference.

Item 2.  Exhibits.

         Prospectus dated September 29, 1995, included in Amendment No. 3 to
         the Registrants' Registration Statement on Form S-3 (Registration
         Nos. 33-62405 and 33-62405-01) as filed with the Commission on
         September 29, 1995 and hereby incorporated by reference herein

         Preliminary Prospectus Supplement dated October 2, 1995, subject to
         completion, as filed with the Commission on October 2, 1995 and
         incorporated by reference herein along with the subsequent final
         Prospectus Supplement

         Declaration of Trust dated September 6, 1995 of SunAmerica Capital
         Trust II (incorporated by reference to Exhibit 4.4 to the
         Registrants' Registration Statement on Form S-3 (Registration Nos.
         33-62405 and 33-62405-01)

         Form of Amended and Restated Declaration of Trust of SunAmerica
         Capital Trust II (incorporated by reference to Exhibit 4.10 to the
         Registrants' Registration Statement on Form S-3 (Registration Nos.
         33-62405 and 33-62405-0)

         Form of Preferred Security (included in immediately preceding
         exhibit)

         Form of Guarantee Agreement with respect to the Preferred Securities
         (incorporated by reference to Exhibit 4.14 to the Registrants'
         Registration Statement on Form S-3 (Registration Nos. 33-62405 and
         33-62405-01)

         Indenture dated as of March 15, 1995 between SunAmerica Inc. and The
         First National Bank of Chicago, as Trustee (incorporated by reference
         to Exhibit 4.3 to the Registrants' Registration Statement on Form S-3
         (Registration Nos. 33-62405 and 33-62405-01)

         Form of Supplemental Indenture to the Indenture (incorporated by
         reference to Exhibit 4.12 of the Registrants' Registration Statement
         on Form S-3 (Registration Nos. 33-62405 and 33-62405-01)




                                  SIGNATURES

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrants have duly caused this Form 8-A to the
registration statement to be signed on their behalf by the undersigned,
thereto duly authorized.



                                 (Registrant) SunAmerica Capital Trust II


                                 By:  SunAmerica Inc.,
                                         as Sponsor




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


                                 (Registrant) SunAmerica Inc.




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