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


                                AMENDMENT NO. 1
                                      TO
                                   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 I                      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)

         Applied For                                 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.

         The terms and provisions of the __% Trust Originated Preferred
Securities (the "Preferred Securities"), representing undivided beneficial
interests in the assets of SunAmerica Capital Trust I, a statutory business
trust created under the laws of the State of Delaware (the "Trust"), and the
related guarantee thereof by SunAmerica Inc., a Maryland corporation
("SunAmerica"), are described in the Offering Circular/Prospectus of the Trust
and SunAmerica dated April 27, 1995 filed with the Securities and Exchange
Commission (the "Commission") as part of Amendment No. 5 to the Registration
Statement (Registration Nos. 33-56961-01 and 33-56961-02) on Form S-4 (the
"Registration Statement"), which Offering Circular/Prospectus is incorporated
herein by reference and made a part hereof and attached as an exhibit hereto.

Item 2.  Exhibits.

         Offering Circular/Prospectus dated April 27, 1995, included in
         Amendment No. 5 to the Registrants' Registration Statement on Form
         S-4 (Registration Nos. 33-56961-01 and 33-56961-02) as filed with the
         Commission on April 27, 1995 and hereby incorporated by reference
         herein

         Declaration of Trust dated March 21, 1995 of SunAmerica Capital Trust
         I (incorporated by reference to Exhibit 4.3 to the Registrants'
         Registration Statement on Form S-4 (Registration Nos. 33-56961-01 and
         33-56961-02))

         Form of Amended and Restated Declaration of Trust of SunAmerica
         Capital Trust I (incorporated by reference to Exhibit 4.5 to the
         Registrants' Registration Statement on Form S-4 (Registration Nos.
         33-56961-01 and 33-56961-02))

         Form of Preferred Security (included in immediately preceding
         exhibit)

         Form of Guarantee Agreement with respect to the Preferred Securities
         (incorporated by reference to Exhibit 4.8 to the Registrants'
         Registration Statement on Form S-4 (Registration Nos. 33-56961-01 and
         33-56961-02))

         Form of Indenture between SunAmerica Inc. and The First National
         Bank of Chicago, as Trustee (incorporated by reference to Exhibit
         4.1 to the Registrants' Registration Statement on Form S-4
         (Registration Nos. 33-56961-01 and 33-56961-02))

         Form of First Supplemental Indenture to the Indenture
         (incorporated by reference to Exhibit 4.2 of the Registrants'
         Registration Statement on Form S-4 (Registration Nos. 33-56961-01
         and 33-56961-02))




                                  SIGNATURES

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrants have duly caused this Amendment No. 1 to the
registration statement to be signed on their behalf by the undersigned,
thereto duly authorized.

(Registrant)  SunAmerica Capital Trust I

                                 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