PRELIMINARY COPY




                           Notice of SunAmerica Inc.
                                Special Meeting
                                of Shareholders
                              and Proxy Statement

PRELIMINARY COPY

                                       1 SunAmerica Center
                                       Los Angeles, CA 90067-6022
                                       310-772-6000
                                       [LOGO]

______ __, 1995


Dear Fellow Shareholders:


               Your officers and directors join me in inviting you to attend a
Special Meeting of Shareholders of SunAmerica Inc.  The formal notice of this
meeting and the Proxy Statement accompany this letter.

               The Special Meeting is being held for the purpose of amending
the Company's Charter to increase the number of shares of authorized Common
Stock and Nontransferable Class B Stock.  If the shareholders approve this
Charter amendment, the Company will effect a three-for-two stock split which
was approved by the Company's Board of Directors on September 11, 1995.

               If it is not possible for you to attend, please return the
enclosed proxy immediately to insure that your shares will be voted.  Since
mail delays occur frequently, it is important that the proxy be returned well
in advance of the meeting.

               We look forward to seeing you in the ____________ at
__________________ in _______________, California at [1:30 p.m.] on Monday,
October 30, 1995.


                                       Eli Broad
                                       Chairman of the Board,
                                       President and Chief Executive Officer

PRELIMINARY COPY

                                SUNAMERICA INC.

                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

                          To Be Held October 30, 1995



To the holders of the Common, Class B Common and Series C Preferred Stock of
SunAmerica Inc.:

               A Special Meeting of Shareholders of SunAmerica Inc. will be
held on Monday, October 30, 1995, at [1:30 p.m.] in the ______________ at
___________________ California for the following purposes:

               (a)   To consider and vote upon a proposal to amend the Charter
                     to increase the Company's authorized capital from (i)
                     50,000,000 to 175,000,000 shares of Common Stock (par
                     value, $1.00 per share) and (ii) 15,000,000 to 25,000,000
                     shares of Nontransferable Class B Stock (par value, $1.00
                     per share); and

               (b)   To transact such other business as may properly come
                     before the meeting or any adjournment thereof.

               The Board of Directors has fixed the close of business on
September 21, 1995, as the record date for determination of shareholders
entitled to notice of and to vote at the special meeting or any adjournment
thereof.

               WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE
ENCLOSED STAMPED ENVELOPE.


                                       BY ORDER OF THE BOARD OF DIRECTORS



                                       Susan L. Harris
                                       Vice President and Secretary



Los Angeles, California
______ __, 1995

PRELIMINARY COPY

                                SUNAMERICA INC.
                              1 SunAmerica Center
                      Los Angeles, California 90067-6022

                                ______ __, 1995



                                PROXY STATEMENT
                                      for
                        SPECIAL MEETING OF SHAREHOLDERS
                                  TO BE HELD
                               OCTOBER 30, 1995

To Our Shareholders:

               Your Board of Directors is furnishing this Proxy Statement in
connection with its solicitation of your Proxy in the form enclosed to be used
at a Special Meeting of the Company's shareholders to be held on Monday,
October 30, 1995, at the time and place and for the purposes set forth in the
accompanying Notice of Special Meeting of Shareholders.

               This Proxy Statement will be mailed to shareholders on or about
____________ __, 1995.

               We cordially invite you to attend the meeting.  Whether or not
you plan to attend, we urge you to date, sign and return your Proxy promptly
in the envelope enclosed.  You may revoke your Proxy at any time prior to its
exercise at the special meeting by notice to the Company's Secretary, and, if
you attend the meeting, you may vote your shares in person.

               Only holders of record of the __________ shares of Common
Stock, the _________ shares of Nontransferable Class B Stock (the "Class B
Stock") and the _____________ shares of Adjustable Rate Cumulative Preferred
Stock, Series C (the "Series C Preferred Stock") outstanding at the close of
business on September 21, 1995, will be entitled to vote at the meeting.

               The affirmative vote of two-thirds of all the votes entitled to
be cast by holders of the Common Stock, the Class B Stock and the Series C
Preferred Stock, voting together as a single class, is required to approve the
amendment.  In addition, the affirmative vote of a majority of all votes
entitled to be cast by holders of the Common Stock, voting as a separate
class, and the affirmative vote of a majority of all votes entitled to be cast
by holders of the Class B Stock, voting as a separate class, are required to
approve the amendment.  Each shareholder of Common Stock is entitled to one
vote for each share held.  Each holder of Class B Stock is entitled to ten
votes for each share held.  Each holder of Series C Preferred Stock is
entitled to 1/10th of one vote for each share held.  There is no right to
cumulative voting as to any matter.

               If approved by the shareholders, the proposed amendment will
become effective upon the filing of Articles of Amendment with the State
Department of Assessments and Taxation of Maryland amending the Company's
Restated Articles of Incorporation.  The filing will occur as soon as
reasonably practicable after the Special Meeting.

               The election inspectors appointed for the meeting will tabulate
all votes cast by proxy or in person at the Special Meeting and will determine
whether or not a quorum is present.  Abstentions will be counted for the
purpose of determining the existence of a quorum at the Special Meeting.
However, because the proposal to amend the charter requires the affirmative
vote of the outstanding shares of the respective classes of capital stock of
the Company as set forth above, abstentions and broker non-votes will have the
same effect as a vote against the proposed charter amendment.

               Mr. Broad, Chairman of the Board, Chief Executive Officer and
President of the Company, holds or exercises voting power over shares which
represent approximately [60.8%] of the shares entitled to be cast for the
amendment of the Company's charter.  He intends to cast an affirmative vote
for the amendment.

               The persons named as proxies in the enclosed forms are Messrs.
Eli Broad, Chairman of the Board, President and Chief Executive Officer, Jay
S. Wintrob, Vice Chairman, and Joseph M. Tumbler, Vice Chairman.


                        BENEFICIAL OWNERSHIP OF SHARES
                                [To Be Updated]

               The following information is furnished as of August 31, 1995,
to indicate beneficial ownership by each director and certain executive
officers, individually, and all executive officers and directors of the
Company, as a group, of shares of the Company's Common Stock or its Class B
Stock.  None of the Directors or Executive Officers owned any shares of the
Series C Preferred Stock.  The Class B Stock is convertible at any time by the
holder thereof into Common Stock.  Each share of Class B Stock receives a
dividend equal to 90% of any cash dividend paid on the Common Stock.

                                          Amount Beneficially   Percent of
Name of Beneficial Owner                     Owned(1)             Vote
------------------------                  -------------------   ----------
Ronald J. Arnault                                 4,000                *
Eli Broad                                     6,497,815(2)         60.9%
Michael L. Fowler                                   -0-                *
Gary W. Krat                                     61,400(4)             *
David O.Maxwell                                  10,371                *
Barry Munitz                                  _________        _________
Lester Pollack                                    2,250                *
Carl E. Reichardt                             _________        _________
Richard D. Rohr                                  14,108(5)             *
Sanford C. Sigoloff                              10,500                *
Harold M. Williams                                  500                *
Karen Hastie-Williams                         _________        _________
Jay S. Wintrob                                  213,000(6)             *
All directors and officers                    7,370,388            61.9%(7)
  as a group (20 persons)                     =========        =========
_______________
*        Less than 1%.

(1)      Unless otherwise indicated, (i) beneficial ownership is direct, (ii)
         the person indicated has sole voting and investment power and (iii)
         the shares are Common Stock.

(2)      Of these holdings, 806,580 shares are Common Stock, and 5,691,235
         shares are Class B Stock.  Of the Common Stock, 95,314 shares
         represent restricted shares granted under the Company's employee
         stock plans as to which Mr. Broad has no investment power; 337,500
         shares are held by a trust formed by Mr. Broad of which he is a
         beneficiary; and 123,900 shares represent employee stock options held
         by Mr. Broad which became exercisable on February 10, 1994 and as to
         which he has no voting or investment power.  Of the Class B Stock,
         562,500 shares are held by a trust formed by Mr. Broad of which he is
         a beneficiary; 21,712 shares are held by a foundation of which Mr.
         Broad is a director and as to which he has shared voting and
         investment power; and 1,935,000 shares are registered in the name of
         a corporation as to which Mr. Broad exercises voting and investment
         power.  Mr. Broad has beneficial ownership of approximately 3% of the
         Common Stock outstanding and 83.4% of the Class B Stock outstanding.

(3)      These shares are held by the Wayne and Laura Hoffman Living Trust for
         which Mr. Hoffman has shared investment and voting power.

(4)      Of these holdings, 50,000 shares represent restricted shares granted
         under the Company's employee stock plans as to which Mr. Krat has no
         investment power; and 11,400 represent employee stock options held by
         Mr. Krat which became exercisable on February 10, 1994.

(5)      Of these shares, 12,383 shares are held by Mr. Rohr and his wife as
         co-owners, and Mr. Rohr has shared investment and voting power with
         respect thereto.

(6)      Of these holdings, 62,866 shares represent restricted shares granted
         under the Company's employee stock plans as to which Mr. Wintrob has
         no investment power; and 117,000 shares represent employee stock
         options held by Mr. Wintrob which became exercisable on February 10,
         1994, and as to which he has no voting or investment power.

(7)      Of these aggregate holdings, 502,467 shares represent employee stock
         options held by such persons which became exercisable on _________
         __, 1994, and as to which no voting or investment power is held; and
         395,109 shares represent restricted shares granted under the
         Company's employee stock plans as to which no investment power is
         held.  All directors and officers as a group have beneficial
         ownership of approximately 6.4% of the Common Stock outstanding, and
         83.4% of the Class B Stock outstanding.

               As of August 31, 1995 the only person known to be a beneficial
owner of more than 5% of the Company's Common Stock was HUSIC Capital
Management, 555 California Street, Suite 2900, San Francisco, California
94104, which owned 2,011,500 shares, or approximately 7.6% of the Common Stock
outstanding.  [As of August 31, 1995 the only person known to be a beneficial
owner of more than 5% of the Company's Series C Preferred Stock was
______________, ________________, which owned ___% of the Series C Preferred
Stock outstanding.]  Except for Mr. Broad and certain trusts for the benefit
of the family of Donald Kaufman, the co-founder of the Company, each of whose
business address is 1 SunAmerica Center, Los Angeles, California 90067-6022,
the Company knows of no person who owned in excess of 5% of the outstanding
Class B Stock.  The trusts referred to above for the benefit of the family of
Donald Kaufman beneficially own in the aggregate 1,104,430 shares of Class B
Stock, or approximately 16.2% of the Class B Stock outstanding.


                  PROPOSED AMENDMENT TO THE COMPANY'S CHARTER
                  TO INCREASE THE NUMBER OF AUTHORIZED SHARES
                       OF COMMON STOCK AND CLASS B STOCK

               The Board of Directors has declared advisable and
recommended an amendment to the Company's Charter to increase the number of
authorized shares of Common Stock in order to, among other things, permit a
three-for-two stock split, to be effected in the form of a stock dividend,
as described below.  In addition, the proposed amendment would increase the
number of authorized shares of Class B Stock.  The Board of Directors
believes that the availability of additional Common Stock will provide
flexibility and allow the Company to issue Common Stock if, as and when the
need arises.  It is therefore proposed to amend the Company's Charter to
increase (i) the number of authorized shares of Common Stock from
50,000,000 to 175,000,000 shares and (ii) the number of authorized shares
of Class B Stock from 15,000,000 to 25,000,000 shares.  The proposed
amendment does not affect any terms or rights of the outstanding shares of
either Common Stock or Class B Stock.  Neither the holders of Common Stock
nor the holders of Class B Stock have preemptive rights.

               The text of the proposed amendment is set forth in Annex A
attached to this Proxy Statement.

               As of August 31, 1995, of the 50,000,000 authorized shares of
Common Stock and the 15,000,000 authorized shares of Class B Stock, 29,438,110
shares and 6,826,439 shares, respectively, were outstanding.  __________
shares of Common Stock (the "Reserved Shares") were reserved for issuance
under employee benefit plans, upon exercise of employee stock options existing
or to be granted, upon conversion of the Class B Stock and upon conversion of
the Company's Series D Mandatory Conversion Premium Dividend Preferred Stock
(the "Series D Preferred Stock").  Taking into account the Reserved Shares and
the 29,438,110 shares of outstanding Common Stock, as of August 31, 1995, the
total number of issued and reserved shares of Common Stock was __________.  As
of August 31, 1995, the Company also had outstanding 3,514,765 shares of the
9-1/4% Preferred Stock, Series B, 100,050 shares of the Series C Preferred
Stock and ______ shares of the Series D Preferred Stock.

               The Board of Directors believes it is in the Company's best
interest to increase the number of authorized but unissued shares of Common
Stock in order to have additional authorized but unissued shares available
for issuance to meet business needs as they arise.  In addition to allowing
the Company to effectuate the three-for-two stock split described below,
the Board of Directors believes that the availability of additional shares
of Common Stock will provide the Company with the flexibility to issue
Common Stock for other proper corporate purposes which may be identified by
the Board of Directors in the future, such as the declaration of additional
stock dividends or distributions, the sale of stock to obtain additional
capital funds and the issuance of such stock in connection with
acquisitions of or mergers with other companies.  The Company recently
filed with the Securities and Exchange Commission a shelf registration
statement (the "Registration Statement") providing for the issuance, from
time to time, of various securities which may include Common Stock or
securities convertible into Common Stock.

               The authorized shares of Common Stock and Class B Stock in
excess of those issued will be available for issuance at such time and for
such corporate purposes as the Board of Directors may deem advisable without
further action by the Company's shareholders, except as may be required by
applicable laws or the rules of the New York Stock Exchange. Upon issuance
such shares will have the same rights as the outstanding shares of Common
Stock and Class B Stock, respectively.

               The increase in the authorized shares of Class B Stock is being
made solely to facilitate any future stock splits and dividends that are
deemed advisable by the Board of Directors.  Pursuant to Article Fifth,
Section 7(d) of the Company's Charter, the Company may not issue additional
shares of Class B Stock except in connection with stock splits and stock
dividends unless such issuance is approved by the affirmative vote of a
majority of all votes entitled to be cast by the holders of Common Stock,
voting as a separate class, and the affirmative vote of a majority of all
votes entitled to be cast by the holders of Class B Stock, voting as a
separate class.

            The Board of Directors does not intend to issue any Common
Stock or securities convertible into Common Stock except on terms that the
Board deems to be in the best interests of the Company and its
shareholders.  Any future issuance of Common Stock or securities
convertible into Common Stock will be subject to the rights of holders of
outstanding shares of any Preferred Stock which the Company may issue in
the future.  Other than the three-for-two stock split described below and
the possible issuance of Common Stock as contemplated by the Registration
Statement, the Company's management has no arrangements, agreements,
understandings or plans at the present time for the issuance or use of the
additional shares of Common Stock to be authorized by the proposed charter
amendment.

               Although an increase in the authorized shares of Common Stock
and Class B Stock could, under certain circumstances, have an anti-takeover
effect (for example, by diluting the stock of a person seeking to effect a
change in the composition of the Board of Directors or contemplating a tender
offer or other transaction for a combination of the Company with another
company), this proposal to amend the Charter is not in response to any effort
of which the Company is aware to accumulate the Company's stock or obtain
control of the Company, nor is it part of a plan by management to recommend a
series of similar amendments to the Board of Directors and shareholders.


                                  STOCK SPLIT

               Subject to shareholder approval of the charter amendment, the
Board of Directors of the Company has declared a three-for-two stock split to
be effected in the form of a stock dividend (the "Stock Split").  The Stock
Split is expected to be paid on November 10, 1995 to shareholders of record on
November 1, 1995.  If the proposed amendment is approved, each holder of
record of Common Stock or Class B Stock on the record date will receive one
additional share of Common Stock or Class B Stock, as the case may be, for
every two shares of Common Stock or Class B Stock owned on that date.  The
Stock Split can be completed only if the authorized shares of Common Stock are
increased.

               Following shareholder approval of the amendment and the
effectuation of the Stock Split, there will be 250,000,000 authorized shares
of Common Stock and 25,000,000 authorized shares of Class B Stock, of which
approximately ________ shares of Common Stock and _______ shares of Class B
Stock will be outstanding and approximately __________ shares of Common Stock
will be reserved for issuance under employee benefit plans, upon exercise of
employee stock options existing or to be granted, upon conversion of the Class
B Stock and upon conversion of the Series D Preferred Stock.  In accordance
with the terms of the Company's employee benefit plans, appropriate
adjustments will be made upon effectiveness of the Stock Split to the number
of shares of Common Stock reserved for issuance under such plans and the
exercise price for the number of shares covered by outstanding options.  In
accordance with the terms of the Series D Preferred Stock, appropriate
adjustments will be made upon effectiveness of the Stock Split to the number
of shares of Common Stock reserved for issuance upon conversion of such
Preferred Stock.

               [Based upon current tax law, the Stock Split should not result
in any gain or loss for capital Federal income tax purposes.  The tax basis of
every share held before the Stock Split will be allocated among the three
shares held as a result of the distribution, and the holding period of new
shares will include the holding period of the shares with respect to which
they were issued.  The laws of jurisdictions other than the United States may
impose income taxes on the issuance of the additional shares and shareholders
subject to such laws are urged to consult their tax advisors.]

               No change in total shareholders' equity will result from the
Stock Split.  The aggregate amount of stated capital represented by
outstanding shares of Common Stock and Class B Stock will be increased by
$1.00 for each share issued to effect the Stock Split, and the Company's
"capital surplus" will be reduced by the same amount.

               The Board of Directors believes that the Stock Split is in the
best interests of the shareholders.  The Board of Directors believes that the
reduction in stock price in connection with the Stock Split will make the
Common Stock more attractive to certain investors which may result in an
increased number of shareholders and greater investment interest in the
Company.

               After the Stock Split, purchases and sales of Common Stock
by an individual shareholder may be subject to somewhat higher brokerage
charges and applicable stock transfer taxes than on a pre-split transaction
of equivalent market value, due to the greater number of shares of Common
Stock outstanding after the Stock Split.  In addition, the Company will
incur certain expenses in connection with the Stock Split, such as listing
fees and the cost of preparing and delivering to shareholders the new
certificates representing the additional shares.


                                 OTHER MATTERS

               The Board of Directors knows of no business other than that
described herein that will be presented for consideration at the Special
Meeting.  If, however, other business shall properly come before the meeting,
the persons named in the enclosed form of Proxy intend to vote the shares
represented by said Proxies on such matters in accordance with their judgment
in the best interests of the Company.


                       SHAREHOLDERS' PROPOSALS FOR THE
                     [1995] ANNUAL MEETING OF SHAREHOLDERS

               Any proposal of a shareholder intended to be presented at
the [1995] Annual Meeting of Shareholders must have been received by the
Company for inclusion in the proxy statement and form of proxy for that
meeting by August 20, 1995.


                         METHOD OF PROXY SOLICITATION

               The entire cost of preparing, assembling, printing and
mailing the Notice of Meeting, this Proxy Statement, the Proxy itself, and
the cost of soliciting Proxies relating to the meeting will be borne by the
Company.  In addition to use of the mails, proxies may be solicited by
officers, directors, and other regular employees of the Company by
telephone, telegraph or personal solicitation, and no additional
compensation will be paid to such individuals.  The Company will use the
services of ___________________, a professional soliciting organization, to
assist in obtaining in person or by proxy the largest number of
shareholders possible.  The Company estimates its expenses for such
services will not exceed $______.  The Company will, if requested,
reimburse banks, brokerage houses, and other custodians, nominees and
certain fiduciaries for their reasonable expenses incurred in mailing proxy
material to their principals.

                                    ANNEX A

               RESOLVED, that the first paragraph of Article Fifth of the
Company's Charter be amended to read in its entirety as follows:

                    ARTICLE FIFTH:  The total number of shares of stock of all
         classes which the Corporation has authority to issue is 235,000,000
         shares, which consists of 175,000,000 shares of Common Stock of the
         par value of One Dollar ($1) each for an aggregate par value of One
         Hundred Seventy-Five Million Dollars ($175,000,000), 25,000,000
         shares of Nontransferable Class B Stock of the par value of One
         Dollar ($1) each for an aggregate par value of Twenty-Five Million
         Dollars ($25,000,000), 15,000,000 shares of Transferable Class B
         Stock of the par value of One Dollar ($1) each for an aggregate par
         value of Fifteen Million Dollars ($15,000,000), and 20,000,000 shares
         of Preferred Stock without par value.

PRELIMINARY COPY

                                SUNAMERICA INC.
         [COMMON] [NONTRANSFERABLE CLASS B] [SERIES C PREFERRED] STOCK
                 PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
                          TO BE HELD OCTOBER 30, 1995

               The undersigned hereby appoints Eli Broad, Chairman of the
Board, President and Chief Executive Officer, Jay S. Wintrob, Vice Chairman
and Joseph M. Tumbler, Vice Chairman, and each of them, as proxies with full
power of substitution and revocation, to vote in the name, place and stead of
the undersigned, with all powers the undersigned would possess if personally
present, all of the shares of [Nontransferable Class B] [Common] [Series C
Preferred] Stock of SunAmerica Inc. the undersigned is entitled to vote at
said Company's Special Meeting of shareholders to be held on October 30, 1995
and at all adjournments thereof.

               The Board of Directors recommends a vote for the Proposal
listed below.

               FOR         AGAINST           ABSTAIN

               __            __                __

         Charter amendment to increase the Company's authorized capital from
         (i) 50,000,000 to 175,000,000 shares of Common Stock (par value,
         $1.00 per share) and (ii) 15,000,000 to 25,000,000 shares of
         Nontransferable Class B Stock (par value, $1.00 per share).


               The undersigned hereby acknowledges receipt of the Notice of
Special Meeting of Shareholders and Proxy Statement for such meeting, dated
______ __, 1995.

               THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AND MAY BE REVOKED PRIOR TO ITS EXERCISE.  This Proxy when properly
executed will be voted as directed herein by the undersigned shareholder.
If no direction is indicated, it will be voted for Charter Amendment and on
such other matters as may properly come before the meeting.

                                 Dated ________________, 1995
                                 ____________________________
                                 ____________________________
                                 (Please sign EXACTLY as your name appears
                                 hereon) When signing as attorney, executor,
                                 administrator, trustee or guardian, please
                                 give full title, if more than one trustee,
                                 all should sign.  All joint owners should
                                 sign.  If a corporation, sign in full
                                 corporate name by President or other
                                 authorized officer.  If a partnership, sign
                                 in partnership name by authorized person.