<PAGE> 1

As filed with the Securities and Exchange Commission on September 22, 1997

                                            Registration No. 333-

------------------------------------------------------------------------

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                               -------------

                                 FORM S-1
                           REGISTRATION STATEMENT
                      UNDER THE SECURITIES ACT OF 1933
                         
                           --------------------

                  FIRST SUNAMERICA LIFE INSURANCE COMPANY
          (Exact name of registrant as specified in its charter)

New York                 6311                              06-0992729
(State or other          (Primary Standard                 (I.R.S. Employer
jurisdiction of          Industrial Classification         Identification No.)
incorporation or         Number)
organization)

                       733 Third Avenue, 4th Floor
                        New York, New York  10017
                             (212) 551-5440
            (Address, including zip code, and telephone number,
                    including area code, or registrant's 
                        principal executive offices)


                          Susan L. Harris, Esquire
                 First SunAmerica Life Insurance Company
                            c/o SunAmerica Inc.
                            1 SunAmerica Center
                   Los Angeles, California  90067-6022
                              (310) 772-6000
(Name, address, including zip code, and telephone number, including area code
                           of agent for service)

                           ---------------------

Title of                          Proposed        Proposed         
Each Class of                     Maximum         Maximum  
Securities       Amount           Offering        Aggregate      Amount of
to be            to be            Price           Offering       Registration
Registered       Registered       Per Unit        Price          Fee
----------       -----------      --------        ---------      ------------
Fixed Annuity
Contract             *               *            $330,000       $100.00

----------------------------------------------------------------------------

         The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), shall determine. 

<PAGE> 2

                           CROSS REFERENCE SHEET

                  FIRST SUNAMERICA LIFE INSURANCE COMPANY

                     Cross Reference Sheet Pursuant to

                        Regulation S-K, Item 501(b)

Form S-1 Item Number and Caption                  Heading in Prospectus
--------------------------------                  ---------------------

1.       Forepart of the Registration
         Statement and Outside Front
         Cover Page of Prospectus...............  Outside Front Cover Page

2.       Inside Front and Outside Back
         Cover Pages of Prospectus..............  Inside Front Cover

3.       Summary of Information, Risk
         Factors and Ratio of Earnings
         to Fixed Charges.......................  Front Cover; Profile;
                                                  Investment Options

4.       Use of Proceeds........................  The Seasons Variable
                                                  Annuity; Purchasing a
                                                  Seasons Variable Annuity;
                                                  Investment Options; Access
                                                  to Your Money

5.       Determination of Offering Price........  Not Applicable

6.       Dilution...............................  Not Applicable

7.       Selling Security Holders...............  Not Applicable

8.       Plan of Distribution...................  Purchasing a Seasons
                                                  Variable Annuity; Access to
                                                  Your Money

9.       Description of Securities to be
         Registered.............................  The Seasons Variable
                                                  Annuity; Annuity Income
                                                  Options; Investment
                                                  Options; Expenses        

10.      Interests of Named Experts
         and Counsel............................  Not Applicable

11.      Information with Respect to
         the Registrant.........................  Other Information

12.      Disclosure of Commission Position
         on Indemnification for Securities
         Act Liabilities........................  Not Applicable

<PAGE> 3

                                [Seasons Logo]

                                   PROFILE


                        _______________________, 1998

This Profile is a summary of some of the more important points you should
know and consider before purchasing the Seasons Variable Annuity. The
sections in this Profile correspond to sections in the accompanying
prospectus which discuss the topics in more detail. The annuity is more
fully described in the prospectus. Please read the prospectus carefully.

THE SEASONS VARIABLE ANNUITY

The Seasons Variable Annuity is a contract between you and First SunAmerica
Life Insurance Company. It is designed to help you save on a tax-deferred
basis and diversify your investments among asset classes and managers to
meet long-term financial goals, such as retirement funding. Tax deferral
means all your money, including the amount you would otherwise pay in
current income taxes, remains in your contract to generate more earnings.
Your money could grow faster than it would in a comparable taxable
investment. 

The Seasons Variable Annuity helps you meet these goals by offering four
variable investment STRATEGIES which are managed by five different
professional investment managers. The value of any portion of your contract
allocated to the STRATEGIES will fluctuate up or down based on the
performance of the STRATEGIES you select, and you may experience a loss.
Six fixed investment options, each for a different length of time and
offering different interest rates that are guaranteed by First SunAmerica,
are also available under the contract. 

The STRATEGIES and fixed investment options are designed to be used
together in order to achieve your desired investment goals. You may put
money into any of the STRATEGIES and/or fixed investment options. You may
transfer between STRATEGIES and/or the fixed investment options four times
per year without charge. 

Like most annuities, the contract has an Accumulation Phase and an Income
Phase. During the Accumulation Phase, you invest money in your contract.
Your earnings are based on the investment performance of the STRATEGY or
STRATEGIES to which your money is allocated and/or the interest rate earned
on the fixed investment options. You may withdraw money from your contract
during the Accumulation Phase. However, as with other tax-deferred
investments, you will pay taxes on earnings and untaxed contributions when
you withdraw them. An IRS tax penalty may apply if you make withdrawals
before age 59 1/2. During the Income Phase, you will receive payments from
your annuity. Your payments may be fixed in dollar amount, vary with
investment performance or be a combination of both, depending on where your
money is allocated. Among other factors, the amount of money you are able
to accumulate in your contract during the Accumulation Phase will determine
the amount of your payments during the Income Phase. 

ANNUITY INCOME OPTIONS

You can select from one of five annuity income options:

         (1)     payments for your lifetime; 
         (2)     payments for your lifetime and your survivor's lifetime; 
         (3)     payments for your lifetime and your survivor's lifetime,
                 but for not less than 10 years; 
         (4)     payments for your lifetime, but for not less than 10 or 20
                 years; and 
         (5)     payments for a specified period of 5 to 30 years. 

You will also need to decide if you want your payments to fluctuate with
investment performance or remain constant, and the date on which your
payments will begin. Once you begin receiving payments, you cannot change
your annuity income option. If your contract is part of a non-qualified
retirement plan (one that is established with after-tax dollars), payments 
during the Income Phase are considered partly a return of your original
investment. The "original investment" part of each 

<PAGE> 4

payment is not taxable as income. For contracts that are part of a
qualified retirement plan using before-tax dollars, the entire payment is
taxable as income. 

PURCHASING A SEASONS VARIABLE ANNUITY

You can buy a contract through your financial representative, who can also
help you complete the proper forms. For Non-Qualified contracts the minimum
initial investment is $5,000. For Qualified contracts the minimum initial
investment is $2,000. You can add $500 or more to your contract at any time
during the Accumulation Phase. 

INVESTMENT OPTIONS

You can put your money into any one or more of the four multi-manager
variable investment STRATEGIES and/or one or more of the six fixed
investment options. The fixed investment options offer fixed rates of
interest for specified lengths of time. 

Each STRATEGY has a different investment objective and uses an asset
allocation investment approach, investing in a combination of underlying
investment portfolios that in turn invest in a combination of stocks, bonds
and cash in varying degrees to achieve its investment objective. The four
investment STRATEGIES are:

                                   Growth
                               Moderate Growth
                               Balanced Growth
                             Conservative Growth

Each STRATEGY invests in three underlying investment portfolios. The
underlying investment portfolios are managed by the following five
investment managers:

                     Putnam Investment Management, Inc.
                       T. Rowe Price Associates, Inc.
                          Janus Capital Corporation
                      SunAmerica Asset Management Corp.
                     Wellington Management Company, LLP

EXPENSES

Each year we deduct a $30 contract administration fee on your contract
anniversary. We currently waive this fee if your contract value is at least
$50,000. We also deduct insurance charges which amount to 1.40% annually of
the average daily value of your contract allocated to the STRATEGIES. The
insurance charges include Mortality and Expense Risk, 1.25% and
Distribution Expense, .15%. 

There are also investment charges and other expenses if you put money into
the STRATEGIES, which may range from 1.12% to 1.25%. Investment charges may
be more or less than the percentages reflected here. 

If you take money out in excess of the amount allowed for in your contract,
you may be assessed a withdrawal charge that is a percentage of the money
you withdraw. The percentage declines with each year the money is in the
contract as follows: 

         Year 1........7%                 Year 5........4%
         Year 2........6%                 Year 6........3%
         Year 3........6%                 Year 7........2%
         Year 4........5%                 Year 8........0%

Additionally, if you take money out of a multi-year fixed investment option
before the end of the selected period, you may be assessed an adjustment
which could increase or decrease the value of your contract. 

<PAGE> 5

If you transfer among the STRATEGIES and/or fixed investment options more
than four times per year, you will be charged a $25 dollar transfer fee for
each subsequent transfer.

The following chart is designed to help you understand the charges in your
contract. The column "Total Annual Charges" shows the total of the $30
contract administration charge, the 1.40% insurance charges and the
investment charges for each STRATEGY. We converted the contract
administration charge to a percentage (.10%) using an assumed contract size
of $30,000. The actual impact of this charge on your contract may differ
from this percentage.

The examples assume that you invested $1,000 in a STRATEGY which earns 5%
annually and that you withdrew your money at the end of a 1 year period and
at the end of a 10 year period. For year 1, the total annual charges are
assessed as well as the withdrawal charge. For year 10, the example
reflects the total annual charges but there is no withdrawal charge. The
annual investment related charges reflect the waiver or reimbursement of
expenses by the investment adviser. No premium taxes are reflected. Please
see the Fee Tables in the prospectus for more detailed information
regarding the fees and expenses incurred under the contract.

<TABLE>
<CAPTION>
                 
                                                                                    EXAMPLES
                       Total Annual       Total Annual                      Total            Total
                        Insurance          Investment        Total         Expenses         Expenses
                         Related            Related          Annual        at end of        at end of
STRATEGY                 Charges            Charges          Charges        1 YEAR          10 YEARS
<S>                 <C>                   <C>                <C>           <C>      <C>     <C>
Growth              1.50% (1.40% + .10%)     1.25%           2.75%           $98              $308
Moderate Growth     1.50% (1.40% + .10%)     1.21%           2.71%           $97              $304
Balanced Growth     1.50% (1.40% + .10%)     1.17%           2.67%           $97              $300
Conservative Growth 1.50% (1.40% + .10%)     1.12%           2.62%           $97              $295
</TABLE>

TAXES

Unlike taxable investments where earnings are taxed in the year they are
earned, taxes on amounts earned in a Non-Qualified contract (one that is
established with after-tax dollars) are deferred until they are withdrawn.
In a Qualified contract (one that is established with before-tax dollars),
all amounts are taxable when they are withdrawn. 

When you begin taking distributions or withdrawals from your contract,
earnings are considered to be taken out first and will be taxed at your
ordinary income tax rate. You may be subject to a 10% IRS tax penalty for
distributions or withdrawals before age 59 1/2. 

ACCESS TO YOUR MONEY

Withdrawals may be made from your contract in the amount of $1,000 or more.
Each year, you can take out up to 10% of the total amount you invested
without charge. Withdrawals in excess of the 10% will be assessed a
withdrawal charge as described above. If you withdraw your entire contract
value you will not receive the benefit of any free withdrawal amount. After
your money has been in the contract for seven full years, there are no
withdrawal charges on that portion of the money that you have invested for
at least seven full years. Of course, you may also have to pay income tax
and a 10% IRS tax penalty may apply if you are under age 59 1/2.
Additionally, withdrawal charges are not assessed when a death benefit is
paid.

PERFORMANCE

As of the date of the prospectus, the sale of Seasons contracts had not
begun. Therefore, no performance data is presented here. 

<PAGE> 6

DEATH BENEFIT

If you should die during the Accumulation Phase, your beneficiary will
receive a death benefit. The death benefit is the greater of:

         (1)     the value of your contract, 
         (2)     the money you put in less any withdrawals, or
         (3)     the maximum of the anniversary values prior to your 81st
                 birthday.  The anniversary value is equal to the value of
                 your contract on each contract anniversary less any
                 withdrawals plus any additional money you put in since
                 that anniversary.  

OTHER INFORMATION

Free Look: You may cancel your contract within 10 days of receipt by
mailing it to our Annuity Service Center. Your contract will be treated as
void on the date we receive it and we will pay you an amount equal to the
value of your contract. Its value may be more or less than the money you
initially invested. Thus, the investment risk is borne by you during the
free look period. 

Systematic Withdrawal Program: If selected by you, this program allows you
to receive either monthly, quarterly, semi-annual or annual checks during
the Accumulation Phase. Systematic withdrawals may also be electronically
wired to your bank account. Of course, withdrawals during the Accumulation
Phase may be taxable and a 10% IRS tax penalty may apply if you are under
age 59 1/2. 

Dollar Cost Averaging: If selected by you, this program allows you to
invest gradually into one or more of the STRATEGIES. 

Principal Advantage Program:  If selected by you, this program allows you
to put money in a fixed investment option and one or more STRATEGIES and we
will guarantee that the portion allocated to the fixed investment option
will grow to equal your principal investment when it is allocated in
accordance with the program. 

Automatic Payment Plan:  You can add to your contract directly from your
bank account with as little as $50 per month. 

Confirmations and Quarterly Statements:  You will receive a confirmation of
each transaction within your contract. On a quarterly basis, you will
receive a complete statement of your transactions over the past quarter and
a summary of your account values. 

INQUIRIES

If you have questions about your contract or need to make changes, call
your financial representative or contact us at: 

         First SunAmerica Life Insurance Company
         Annuity Service Center
         P.O. Box 54299
         Los Angeles, California  90054-0299
         800/99NY-SUN

         If money accompanies your correspondence, you should direct it to:

         First SunAmerica Life Insurance Company
         P.O. Box 100357
         Pasadena, California  91189-0357

<PAGE> 7

                  ALLOCATED FIXED AND VARIABLE GROUP ANNUITY
                                  issued by
                      FS VARIABLE ANNUITY ACCOUNT FIVE
                                     and
                   FIRST SUNAMERICA LIFE INSURANCE COMPANY

The annuity contract has 10 investment choices - 6 fixed investment options
which offer interest rates guaranteed by First SunAmerica for different
periods of time and 4 variable investment STRATEGIES:

                                   GROWTH
                               MODERATE GROWTH
                               BALANCED GROWTH
                             CONSERVATIVE GROWTH

                which invest in the underlying portfolios of
                            SEASONS SERIES TRUST
                            which is managed by:

                     PUTNAM INVESTMENT MANAGEMENT, INC.
                       T. ROWE PRICE ASSOCIATES, INC.
                          JANUS CAPITAL CORPORATION
                      SUNAMERICA ASSET MANAGEMENT CORP.
                     WELLINGTON MANAGEMENT COMPANY, LLP

You can put your money into any one or all of the STRATEGIES and/or fixed
investment options.

Please read this prospectus carefully before investing and keep it for your
future reference. It contains important information you should know about
the Seasons Variable Annuity. 

To learn more about the annuity offered by this prospectus, you can obtain
a copy of the Statement of Additional Information ("SAI") dated
________________, 1998.  The SAI has been filed with the Securities and
Exchange Commission ("SEC")and is incorporated by reference into this
prospectus. The table of contents of the SAI appears on page 21 of this
prospectus. For a free copy of the SAI, call us at 800/99NY-SUN or write us
at our Annuity Service Center, P.O. Box 54299, Los Angeles, California 
90054-0299. 

ANNUITIES INVOLVE RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL, AND ARE NOT A
DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR ENDORSED BY, ANY BANK. THEY ARE
NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<PAGE> 8

TABLE OF CONTENTS
--------------------------------------------------

Glossary of Terms................................................  3
Seasons Variable Annuity Fee Table...............................  4
         Owner Transaction Expenses............................... 4
         Annual Separate Account Expenses......................... 4
         Investment Portfolio Expenses............................ 4
         Investment Portfolio Expenses by STRATEGY................ 5
Examples.........................................................  5
The Seasons Variable Annuity.....................................  6
Annuity Income Options...........................................  6
         Options.................................................. 7
         Allocation of Annuity Payments........................... 7
         Variable Annuity Payments................................ 7
         Transfers During the Income Phase........................ 8
         Deferment of Payments.................................... 8
Purchasing a Seasons Variable Annuity............................  8
         Allocation of Purchase Payments.......................... 8
         Accumulation Units....................................... 8
         Free Look................................................ 9
Investment Options...............................................  9
         Variable Investment Options: The STRATEGIES.............. 9
         STRATEGY Rebalancing..................................... 12
         Fixed Investment Options................................. 12
         Transfers During the Accumulation Phase.................. 13
         Dollar Cost Averaging Program............................ 14
         Principal Advantage Program.............................. 14
         Voting Rights............................................ 15
         Substitution............................................. 15
Expenses.........................................................  15
         Insurance Charges........................................ 15
         Investment Charges....................................... 16
         Contract Maintenance Fee................................. 16
         Withdrawal Charge........................................ 16
         Transfer Fee............................................. 16
         Income Taxes............................................. 16
         Reduction or Elimination of Certain Charges.............. 17
Taxes............................................................  17
         Annuity Contracts in General............................. 17
         Tax Treatment of Distributions - Non-Qualified Contracts. 17
         Tax Treatment of Distributions - Qualified Contracts..... 17
         Diversification.......................................... 18
         Access to Your Money..................................... 18
         Systematic Withdrawal Program............................ 18
         Suspension of Payments................................... 19
         Minimum Contract Value................................... 19
Performance......................................................  19
Death Benefit....................................................  19
Other Information................................................  20
         First SunAmerica......................................... 20
         The General Account...................................... 20
         The Separate Account..................................... 20
         Legal Proceeding......................................... 21
         Custodian................................................ 21
         Statement of Additional Information...................... 21
         Table of Contents for Statement of Additional Information 21
         Distribution............................................. 21
         Administration........................................... 21
         Other Information about First SunAmerica................. 22
Selected Financial Information...................................  25
Management Discussion and Analysis...............................  26
Independent Accountants..........................................  27
Financial Statements.............................................  27
Report of Independent Accountants................................  28
Appendix A.......................................................  29



                                      2
<PAGE> 9

GLOSSARY OF TERMS
--------------------------------------------------

We have capitalized some of the technical terms used in this prospectus. To
help you understand these terms, we have defined them below:

Accumulation Phase - The period during which you invest money in your
contract.

Accumulation Units - A measurement we use to calculate the value of the
variable portion of your contract during the Accumulation Phase.

Annuitant(s) - The person(s) on whose life (lives) we base annuity
payments.

Annuity Date - The date on which annuity payments are to begin, as selected
by you.

Beneficiary(ies) - The person(s) designated to receive any benefits under
the contract if you die.

Income Phase - The period during which we make annuity payments to you.

IRS - The Internal Revenue Service.

Non-Qualified (contract) - A contract purchased with after-tax dollars. In
general, these contracts are not under any pension plan, specially
sponsored program or individual retirement account ("IRA").

Purchase Payments - The money you give us to buy a contract, as well as any
additional money you give us to invest after you own it.

Qualified (contract) - A contract purchased with pre-tax dollars. These
contracts are generally purchased under a pension plan, specially sponsored
program or individual retirement account ("IRA").

STRATEGY(IES) - A sub-account of FS Variable Annuity Account Five that
provides for the variable investment options available under the contract.
Each STRATEGY has its own investment objective and is invested in the
underlying investment portfolios of the Seasons Series Trust.







                                      3

<PAGE> 10

SEASONS VARIABLE ANNUITY FEE TABLES
--------------------------------------------------

OWNER TRANSACTION EXPENSES

Withdrawal Charge as a percentage of Purchase Payments:

         Year 1........7%         Year 5........4%
         Year 2........6%         Year 6........3%
         Year 3........6%         Year 7........2%
         Year 4........5%         Year 8........0%

Contract Maintenance Charge.....  $30 each year 
Transfer Fee....................  No charge for first 4 transfers each
                                  year; thereafter, the fee is $25 per 
                                  transfer 

ANNUAL SEPARATE ACCOUNT EXPENSES
(as a percentage of daily net asset value)

Mortality Risk Charge...................  0.90%
Expense Risk Charge.....................  0.35%
Distribution Expense Charge.............  0.15%
                                          -----
  Total Separate Account Expenses.......  1.40%

INVESTMENT PORTFOLIO EXPENSES
(as a percentage of daily net asset value of each investment portfolio
after reimbursement of expenses.)*

<TABLE>
<CAPTION>
                                           MANAGEMENT        OTHER         TOTAL ANNUAL
PORTFOLIO                                     FEE           EXPENSES        EXPENSES
---------                                  ----------      ----------      -----------
<S>                                        <C>             <C>             <C>
Stock                                        .85%             .36%            1.21%
Asset Allocation:Diversified Growth          .85%             .36%            1.21%
Multi-Managed Growth                         .89%             .40%            1.29%
Multi-Managed Moderate Growth                .85%             .36%            1.21%
Multi-Managed Income/Equity                  .81%             .33%            1.14%
Multi-Managed Income                         .77%             .29%            1.06%
</TABLE>

* The percentages set forth above are based on estimated amounts for the
current fiscal year.

The Investment Portfolio Expenses table set forth above identifies the
total investment expenses charged by the underlying investment portfolios
of the Seasons Series Trust. Each STRATEGY invests in a combination of
three of these underlying investment portfolios in varying percentages.
When you invest in a STRATEGY, you will incur a portion of these total
investment expenses that corresponds to the percentage of said STRATEGY
invested in the underlying investment portfolio. The total investment
portfolio expenses for each STRATEGY are shown in the next table,
proportionately combined based on how much of each underlying investment
portfolio is allocated to the contract values in the STRATEGY after the
rebalancing described on page 12. However, the actual investment portfolio
expenses incurred by contract owners within a STRATEGY will vary depending
upon the daily net asset value of each investment portfolio in which such
STRATEGY is invested. 

THE ABOVE INVESTMENT PORTFOLIO EXPENSES WERE PROVIDED BY SEASONS SERIES
TRUST. WE HAVE NOT INDEPENDENTLY VERIFIED THE ACCURACY OF THE INFORMATION.




                                      4

<PAGE> 11

INVESTMENT PORTFOLIO EXPENSES BY STRATEGY
(based on the total annual expenses of the underlying investment portfolios
reflected above, after reimbursement of expenses)**



                         MANAGEMENT         OTHER          TOTAL ANNUAL
STRATEGY                    FEE            EXPENSES          EXPENSES
--------                 ----------        --------        ------------
Growth                      .87%             .38%              1.25%
Moderate Growth             .85%             .36%              1.21%
Balanced Growth             .83%             .34%              1.17%
Conservative Growth         .80%             .32%              1.12%

** The percentages set forth above are based on estimates for the current
fiscal year.

EXAMPLES

You will pay the following expenses on a $1,000 investment in each STRATEGY,
assuming a 5% annual return on assets and:

         (a) surrender of the contract at the end of the stated time period;
         (b) if the contract is not surrendered or annuitized.

                               TIME PERIODS
STRATEGY                 1 YEAR           3 YEARS
--------                 ------           -------
Growth                   (a) $98          (a) $145
                         (b) $28          (b) $ 85
Moderate Growth          (a) $97          (a) $144
                         (b) $27          (b) $ 84
Balanced Growth          (a) $97          (a) $143
                         (b) $27          (b) $ 83
Conservative Growth      (a) $97          (a) $141
                         (b) $27          (b) $ 81

         Explanation of Fee Tables and Examples

1.       The purpose of the Fee Tables is to show you the various expenses
         you will incur directly and indirectly by investing in the
         contract. The example reflects owner transaction expenses,
         separate account expenses and investment portfolio expenses by
         STRATEGY. 

2.       For certain investment portfolios in which the STRATEGIES invest,
         the adviser, SunAmerica Asset Management Corp., has voluntarily
         agreed to waive fees or reimburse certain expenses, if necessary,
         to keep annual operating expenses at or below the following
         percentages of each investment portfolio's average net assets:
         Stock and Asset Allocation: Diversified Growth Portfolios: 1.21%;
         Multi-Managed Growth: 1.29%; Multi-Managed Moderate Growth: 1.21%;
         Multi-Managed Income/Equity: 1.14%, Multi-Managed Income: 1.06%.
         The adviser also may voluntarily waive or reimburse additional
         amounts to increase an investment portfolio's investment return.
         All waivers and/or reimbursements may be terminated at any time.
         Furthermore, the adviser may recoup any waivers or reimbursements
         within the following two years, provided that the investment
         portfolio is able to make such payment and remain in compliance
         with the foregoing expense limitations. 

3.       The Examples assume that no transfer fees were imposed. Premium
         taxes are not reflected. 

4.       THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
         OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
         THOSE SHOWN. 

AS OF THE DATE OF THIS PROSPECTUS, THE SALE OF SEASONS HAD NOT BEGUN AND
THE STRATEGIES DID NOT HAVE ANY ASSETS. THEREFORE, NO CONDENSED FINANCIAL
INFORMATION IS PRESENTED HERE.





                                      5

<PAGE> 12

THE SEASONS VARIABLE ANNUITY 
--------------------------------------------------

An annuity is a contract between you (the owner) and an insurance company.
The contract provides tax deferral for your earnings, as well as a death
benefit and guaranteed income in the form of annuity payments beginning on
a date you select. Until you decide to begin receiving annuity payments,
your annuity is in the Accumulation Phase. Once you begin receiving annuity
payments, your contract switches to the Income Phase. If you die during the
Accumulation Phase, the insurance company guarantees a death benefit to
your Beneficiary. The Seasons Variable Annuity is issued by First
SunAmerica Life Insurance Company ("First SunAmerica"). 

During the Accumulation Phase, the value of your annuity benefits from tax
deferral. This means your earnings accumulate on a tax-deferred basis until
you take money out of your contract. The Income Phase occurs when you begin
to receive annuity payments. You select the date on which annuity payments
are to begin. 

The contract is called a variable annuity because you can choose among four
variable investment STRATEGIES, which invest in underlying investment
portfolios managed by five investment managers. Depending upon market
conditions, you can make or lose money in any of these STRATEGIES. If you
allocate money to the STRATEGIES, the amount of money you are able to
accumulate in your contract during the Accumulation Phase depends upon the
investment performance of the STRATEGIES you select. The amount of the
annuity payments you receive during the Income Phase from the variable
portion of your contract also depends upon the investment performance of
the STRATEGIES you select for the Income Phase. 

The contract also offers six fixed investment options. Your money will earn
interest at the rate guaranteed by First SunAmerica for the period of time
you agree to leave your money in the fixed investment option. We currently
offer fixed investment options for periods of 1, 3, 5, 7 and 10 years and a
1-year DCA account option specifically for the Dollar Cost Averaging
Program. If you allocate money to a fixed investment option, the amount of
money you are able to accumulate in your contract during the Accumulation
Phase depends upon the total interest credited to your contract. An
adjustment to your contract will apply to withdrawals or transfers from the
multi-year fixed investment options prior to the end of the selected
guarantee period. The amount of annuity payments you receive during the
Income Phase from the fixed portion of your contract will remain level for
the entire Income Phase. 

ANNUITY INCOME OPTIONS 
--------------------------------------------------

When you switch to the Income Phase, you will receive regular income
payments under the contract. Annuity payments will be made on a monthly
basis unless you request in writing that payments be made on a quarterly,
semiannual or annual basis. You can choose to have your annuity payments
sent to you by check or electronically wired to your bank. 

You select the date on which annuity payments are to begin, which must be
the first day of a month at least two years after the date your contract is
issued. We call this the Annuity Date. You may change your Annuity Date at
least seven days prior to the date that your payments are to begin.
However, annuity payments must begin by your 90th birthday. If no Annuity
Date is selected, annuity payments will begin on your 90th birthday. It is
possible that the contract would not be treated as an annuity and you may
incur adverse tax consequences if the Annuity Date is past your 85th
birthday,

The Annuitant is the person on whose life annuity payments are based. You
may change the Annuitant at any time prior to the Annuity Date if you are
an individual designated as the owner of the contract. You may also
designate a second person on whose life annuity payments are based. If the
Annuitant dies before the Annuity Date, you must notify us and designate a
new Annuitant. Otherwise, the annuity payments will be based on your life.

If you do not choose an annuity option, annuity payments will be made in
accordance with option 4 (below) for 10 years. If the annuity payments are
for joint lives, then we will make payments in accordance with option 3. We
may pay the annuity in one lump sum if your contract is less than $5,000.
Likewise, if your annuity payments would be less than $50 a month, we have
the right to change the frequency of your payment to be quarterly,
semi-annual or annual so that your annuity payments are at least $50.
Annuity payments will be made to you unless you designate another person to
receive them. In that case, 
                                      6

<PAGE> 13

you must notify us in writing at least 30 days before the Annuity Date. You
will remain fully responsible for any taxes related to annuity payments. 

Options
-------

The contract offers 5 annuity income options.  Other annuity income options
may be available in the future.

         Option 1 - Life Income

Under this option, we will make annuity payments as long as the Annuitant
is alive. Annuity payments stop when the Annuitant dies. 

         Option 2 - Joint and Survivor Annuity

Under this option, we will make annuity payments as long as the Annuitant
and a designated second person are alive. Upon the death of either person,
we will continue to make annuity payments so long as the survivor is alive.
You choose the amount of the annuity payments to the survivor, which can be
equal to 100%, 66.66% or 50% of the full amount. Annuity payments stop upon
the death of the survivor. 

         Option 3 - Joint and Survivor Life Annuity with 10 Years 
                    Guaranteed

This option is similar to option 2 above, with the additional guarantee
that payments will be made for at least 10 years. If the Annuitant and
survivor die before all guaranteed payments have been made, the rest will
be made to the Beneficiary.

         Option 4 - Life Annuity with 10 or 20 Years Guaranteed

This option is similar to option 1 above, with the additional guarantee
that payments will be made for at least 10 or 20 years, as selected by you.
Under this option, if the Annuitant dies before all guaranteed payments
have been made, the rest will be made to the Beneficiary.

         Option 5 - Income for a Specified Period

Under this option, we will make annuity payments for any period of time
from 5 to 30 years, as selected by you. However, the period must be for
full 12-month periods. Under this option, if the Annuitant dies before all
guaranteed payments have been made, the rest will be made to the
beneficiary. This option does not contain an element of mortality risk.
Therefore, you will not get the benefit of the mortality component of the
mortality and expense risk charge if this option is selected.

Allocation of Annuity Payments
------------------------------

On the Annuity Date, if your money is invested in a fixed investment
option(s), your annuity payments will be fixed in amount. If your money is
invested in a STRATEGY(IES),  your annuity payments will vary depending on
the investment performance of the STRATEGY(IES) you select. If you have
money in the fixed and variable investment options, your annuity payments
will be based on the respective allocations. You may not convert between
fixed and variable payments once annuity payments begin.

Variable Annuity Payments
-------------------------

If you choose to have any portion of your annuity payments come from the
STRATEGIES,  the dollar amount of your payment will depend upon three
things: (1) the value of your contract in the STRATEGIES on the Annuity
Date, (2) the 3.5% assumed investment rate used in the annuity table for
the contract and (3) the performance of the STRATEGIES you selected. If the
actual performance exceeds the 3.5% assumed rate, your annuity payments
will increase. Similarly, if the actual rate is less than 3.5%, your
annuity payments will decrease. The SAI contains detailed information and
sample calculations.



                                      7
<PAGE> 14

Transfers During the Income Phase
---------------------------------

Transfers are subject to the same limitations as transfers during the
Accumulation Phase. (See "Investment Options - Transfers During the
Accumulation Phase"). However, you can only make one transfer each month.
You may not transfer money from the fixed investment options to the
STRATEGIES or from the STRATEGIES to the fixed investment options during
the Income Phase. You may transfer money among the STRATEGIES.

Deferment of Payments
---------------------

We may defer making fixed payments for up to six months, or less if
required by state law. Interest will be credited to you during the deferral
period.

PURCHASING A SEASONS VARIABLE ANNUITY
--------------------------------------------------

A Purchase Payment is the money you give us to buy the contract, as well as
any additional money you give us to invest in the contract after you own
it. You can purchase a Non-Qualified contract with a minimum initial
investment of $5,000 and a Qualified contract with a minimum initial
investment of $2,000. The maximum we accept is $1,000,000 without our prior
approval. Payments in amounts of $500 or more may be added to your contract
at any time during the Accumulation Phase. You can make scheduled
subsequent Purchase Payments of $50 or more per month by enrolling in the
Automatic Payment Plan.

We may refuse any Purchase Payment. In general, we will not issue a
Non-Qualified contract to anyone who is older than age 85.  We also
generally will not issue a Qualified contract to anyone who is age 70 1/2 or
older unless you can show that the minimum distributions required by the
IRS are being made. 

Allocation of Purchase Payments
-------------------------------

When you purchase a contract, you will allocate your Purchase Payment to
one or more of the STRATEGIES and/or the fixed investment options. You
should specify your allocations on the application.  If you make additional
Purchase Payments, we will allocate them the same way as your first
Purchase Payment unless you tell us otherwise.

Once we receive your Purchase Payment and a complete application at our
principal place of business, we will issue your contract and allocate your
first Purchase Payment within two business days. If you do not give us all
the necessary information, we will contact you to obtain it.  If we are
unable to complete this process within five business days, we will either
send back your money or get your permission to keep it until we get all the
necessary information. 

Accumulation Units
------------------

The value of the variable portion of your contract will go up or down
depending upon the investment performance of the STRATEGY(IES) you select.
In order to keep track of the value of your contract, we use a unit of
measure called an Accumulation Unit which works like a share of a mutual
fund. During the Income Phase, we call them Annuity Units.

The value of an Accumulation Unit is determined each day that the New York
Stock Exchange ("NYSE") is open. We calculate an Accumulation Unit for each
STRATEGY after the NYSE closes each day. We do this by:

         (1)     determining the total value of money invested in the
                 particular STRATEGY; 

         (2)     subtracting from that amount any insurance charges and any
                 other charges such as taxes; and 

         (3)     dividing this amount by the number of outstanding
                 Accumulation Units. 

The value of an Accumulation Unit may go up or down from day to day. When
you make a Purchase Payment, we credit 


                                      8
<PAGE> 15

your contract with Accumulation Units. The number of Accumulation Units
credited is determined by dividing the amount of the Purchase Payment
allocated to a STRATEGY by the value of the Accumulation Unit for that
STRATEGY. 

         Example: 

         We receive a $25,000 Purchase Payment from you on Wednesday. You
         want your money to be invested in the Moderate Growth STRATEGY. We
         determine that the value of an Accumulation Unit for the Moderate
         Growth STRATEGY is $11.10 when the NYSE closes on Wednesday. We
         then divide $25,000 by $11.10 and credit your contract on
         Wednesday night with 2252.252 Accumulation Units for the Moderate
         Growth STRATEGY.

Free Look
---------

If you change your mind about owning the contract, you can cancel it within
10 days after receiving it by mailing it back to our Annuity Service Center
at P.O. Box 54299, Los Angeles, California 90054-0299. You will receive
back whatever your contract is worth on the day we receive your request.
Its value may be more or less than the money you initially invested. Thus,
the investment risk is borne by you during the free look period.

INVESTMENT OPTIONS
--------------------------------------------------

The contract offers variable investment options that we call STRATEGIES and
fixed investment options. The contract was designed to meet your varying
investment needs over time, a goal that can be achieved by using the
STRATEGIES alone or with the fixed investment options in order to lower the
risk associated with investing only in a variable investment option. 

Variable Investment Options: The STRATEGIES
-------------------------------------------

The contract offers four multi-manager variable investment STRATEGIES, each
with a different investment objective. The STRATEGIES are designed to meet
investment needs that may change over time and may vary considering factors
such as age, goals and risk tolerance. Each STRATEGY is designed to achieve
different levels of growth over time.

Each STRATEGY invests in three of the five underlying investment portfolios
of the Seasons Series Trust. Which three investment portfolios and the
allocation of money among them will vary depending on the objective of the
STRATEGY. 

Seasons Series Trust is managed by SunAmerica Asset Management Corp.
("SAAMCo"), which is affiliated with First SunAmerica. SAAMCo has engaged
sub-advisers to provide investment advice for certain investment
portfolios. 

The Seasons Series Trust serves as an underlying investment for other
variable contracts sold by its affiliate, Anchor National Life Insurance
Company.  Neither First SunAmerica nor the Seasons Series Trust believes
offering shares of the Trust in this manner will be disadvantageous to you. 
We will monitor the Seasons Series Trust for any conflicts that may arise
between contract owners.  Additional information is contained in the
Seasons Series Trust prospectus.

The underlying investment portfolios of the Seasons Series Trust include
the Asset Allocation: Diversified Growth Portfolio, the Stock Portfolio and
the Multi-Managed Growth, Multi-Managed Moderate Growth, Multi-Managed
Income/Equity and Multi-Managed Income Portfolios (the "Multi-Managed
Portfolios"). 

The Asset Allocation: Diversified Growth Portfolio is managed by Putnam
Investment Management, Inc. The Stock Portfolio is managed by T. Rowe Price
Associates, Inc. All of the Multi-Managed Portfolios include the same three
basic investment components: a growth component managed by Janus Capital
Corporation, a balanced component managed by SAAMCo and a fixed income
component managed by Wellington Management Company, LLP. The Growth
STRATEGY and the Moderate Growth STRATEGY also have an aggressive growth
component managed by SAAMCo. The percentage that any one of these
components represents in the Multi-Managed Portfolios varies in accordance
with each STRATEGY's objective. 


                                      9

<PAGE> 16

INVESTING. THE PROSPECTUS CONTAINS DETAILED INFORMATION ABOUT THE
INVESTMENT PORTFOLIOS AND IS ATTACHED TO THIS PROSPECTUS. 

Each STRATEGY uses an asset allocation investment approach to achieve its
objective and allocates your money into underlying investment portfolios,
which in turn invest in a combination of stocks, both domestic and
international, bonds and cash. Although the asset mix within each STRATEGY
will vary over time, each STRATEGY has a neutral asset allocation mix,
including a cash component that is maintained in order to reflect the
anticipated cash holdings required to rebalance each STRATEGY, as reflected
on the following pages. Additionally, after the quarterly rebalancing
described on page 12, the contract value within each STRATEGY will be
allocated to the various underlying investment portfolios in the
percentages identified on the following pages. 

                                   GROWTH

Goal: Long-term growth of capital, allocating its assets primarily to
stocks. This STRATEGY may be best suited for those with longer periods to
invest.

                              (pie chart)

                         Stock            80%
                         Bonds            15%
                         Cash              5%

                            UNDERLYING INVESTMENT
                            PORTFOLIOS & MANAGERS

         Asset Allocation: Diversified Growth Portfolio    25%
           Managed by Putnam Investment Management, Inc.   
         
         Stock Portfolio                                   25%
           Managed by T. Rowe Price Associates, Inc.       

         Multi-Managed Growth Portfolio                    50%
           Managed by:
             Janus Capital Corporation
             SunAmerica Asset Management Corp.
             Wellington Management Company, LLP   










                                     10

<PAGE> 17

                                MODERATE GROWTH

Goal: Growth of capital through investments in equities, with a secondary
objective of conservation of principal by allocating more of its assets to
bonds than the Growth STRATEGY. This STRATEGY may be best suited for those
nearing retirement years but still earning income.

                               (pie chart)

                         Stocks           70%
                         Bonds            25%
                         Cash              5%

                            UNDERLYING INVESTMENT
                            PORTFOLIOS & MANAGERS

         Asset Allocation: Diversified Growth Portfolio    25%
           Managed by Putnam Investment Management, Inc.

         Stock Portfolio                                   20%
           Managed by T. Rowe Price Associates, Inc.

         Multi-Managed Moderate Growth Portfolio           55%
           Managed by:
             Janus Capital Corporation
             SunAmerica Asset Management Corp.
             Wellington Management Company, LLP


                               BALANCED GROWTH

Goal: Focuses on conservation of principal by investing in a more balanced
weighting of stocks and bonds, with a secondary objective of seeking a high
total return. This STRATEGY may be best suited for those approaching
retirement and with less tolerance for investment risk.

                               (pie chart)

                         Stocks           55%
                         Bonds            40%
                         Cash              5%

                            UNDERLYING INVESTMENT
                            PORTFOLIOS & MANAGERS

         Asset Allocation: Diversified Growth Portfolio    25%
           Managed by Putnam Investment Management, Inc.

         Stock Portfolio                                   20%
           Managed by T. Rowe Price Associates, Inc.

         Multi-Managed Income/Equity Portfolio             55%
           Managed by:
             Janus Capital Corporation
             SunAmerica Asset Management Corp.
             Wellington Management Company, LLP





                                     11

<PAGE> 18

                              CONSERVATIVE GROWTH

Goal: Capital preservation while maintaining some potential for growth over
the long term. This STRATEGY may be best suited for those with lower
investment risk tolerance.

                               (pie chart)

                         Stocks           53%
                         Bonds            42%
                         Cash              5%

                            UNDERLYING INVESTMENT
                            PORTFOLIOS & MANAGERS

         Asset Allocation: Diversified Growth Portfolio    25%
           Managed by Putnam Investment Management, Inc.

         Stock Portfolio                                   15%
           Managed by T. Rowe Price Associates, Inc.

         Multi-Managed Income Portfolio                    60%
           Managed by:
             Janus Capital Corporation
             SunAmerica Asset Management Corp.
             Wellington Management Company, LLP

STRATEGY Rebalancing
--------------------

Each STRATEGY is designed to meet its investment objective by allocating a
portion of your money to three different investment portfolios. In order to
maintain the mix of investment portfolios consistent with each STRATEGY's
objective, each STRATEGY within your contract will be rebalanced such that
on the first business day of each quarter (or as close to such date as is
administratively practicable) it will be allocated among the various
investment portfolios according to the percentages set forth above.
Additionally, within each Multi-Managed Portfolio, your money will be
rebalanced among the various components. First SunAmerica also reserves the
right to rebalance any STRATEGY more frequently if deemed necessary and in
no event adverse to the interests of contract owners invested in such
STRATEGY.  Rebalancing a STRATEGY may involve shifting a portion of assets
out of portfolios with higher returns into portfolios with relatively lower
returns.

Fixed Investment Options
------------------------

The contract also offers 6 fixed investment options. First SunAmerica will
guarantee the interest rate earned on money you allocate to any of these
fixed investment options. We currently offer fixed investment options for
periods of 1, 3, 5, 7 and 10 years and a 1-year DCA account option for
contract owners participating in the Dollar Cost Averaging Program.
Interest rates will differ from time to time due to changes in market
conditions but will not be less than 3%. The interest rates offered for a
specified period for new Purchase Payments may differ from the interest
rates offered for money already invested in the fixed investment option.
Once an interest rate is established, it will not change during the
specified period.  The interest rates are set at First SunAmerica's sole
discretion. 

If you have money allocated to the 1, 3, 5, 7 or 10 year fixed investment
options, you can renew for another 1, 3, 5, 7 or 10 year period or put your
money into one or more of the STRATEGIES after the end of the period.
Unless you specify otherwise before the end of the period, we will keep
your money in the fixed investment option for the same period you
previously selected.  You will receive the interest rate then in effect. 

The 1-year fixed investment option and the 1-year DCA account are not
registered under the Securities Act of 1933 and are 




                                     12

<PAGE> 19

not subject to other provisions of the Investment Company Act of 1940.

         Market Value Adjustment
         -----------------------

NOTE: THE FOLLOWING DISCUSSION APPLIES TO THE 3, 5, 7 AND 10 YEAR FIXED
INVESTMENT OPTIONS ONLY AND DOES NOT APPLY TO WITHDRAWALS TO PAY A DEATH
BENEFIT OR CONTRACT FEES AND CHARGES. 

If you take money out of a multi-year fixed investment option (whether by
withdrawal, transfer or annuitization) before the end of the specified
period, we will make an adjustment to the value of your contract. This
adjustment, called a "market value adjustment," can decrease the value of
your contract or increase the amount of money you take out. The market
value adjustment reflects the differing interest rate environments between
the time you put your money into the fixed investment option and the time
you take your money out of the fixed investment option. You may withdraw
your money within 30 days following the end of a specified period without
incurring a market value adjustment. We will also waive the market value
adjustment for payment of the death benefit, amounts withdrawn to pay
charges and fees and annuity payments made by virtue of your turning age
90.

We calculate the market value adjustment by comparing the interest rate you
received on the money you put into the fixed account against the interest
rate we are currently offering to contract owners for the period of time
remaining in the specified period. If we do not offer an interest rate for
that period, the interest rate will be determined by linear interpolation
between interest rates for the two nearest periods that are available. 

Generally, if interest rates have dropped between the time you put your
money into the fixed account and the time you take it out, there will be a
positive adjustment to the value of your contract. Conversely, if interest
rates have increased between the time you put your money into the fixed
account and the time you take it out, there will be a negative adjustment
to the value of your contract. 

If the market value adjustment is negative, it will be assessed first
against any remaining money allocated to the fixed investment option and
then against the money you take out of the fixed account. If the market
value adjustment is positive, it will be added to the amount you take out
of the fixed account. 

Appendix A provides more information about how we calculate the market
value adjustment and gives some examples of the impact of the adjustment. 

Transfers During the Accumulation Phase
---------------------------------------

You can transfer money among the STRATEGIES and the fixed investment
options by written request or by telephone. Although you may transfer money
out of the 1-year DCA Account, you may not transfer money into the 1-year
DCA Account from any STRATEGY or any fixed investment option. You can make
four transfers every year without charge. We measure a year from the
anniversary of the day we issued your contract. If you make more than four
transfers in a year, there is a $25 transfer fee for each transfer
thereafter. 

The minimum amount you can transfer is $500.  You cannot make a partial
transfer if the value of the STRATEGY from which the transfer is being made
would be less than $500 after the transfer. Your request for transfer must
clearly state which STRATEGY(IES) and/or fixed investment option(s) are
involved and the amount. We will accept transfers by telephone unless you
specify otherwise on your contract application. We have in place procedures
to provide reasonable assurance that instructions given to us by telephone
are genuine. Thus, we disclaim all liability for any claim, loss or expense
from any error. If we fail to use such procedures, we may be liable for any
losses due to unauthorized or fraudulent instructions. 

We reserve the right to modify, suspend or terminate the transfer
privileges at any time. 


                                     13

<PAGE> 20

Dollar Cost Averaging Program
------------------------------

The Dollar Cost Averaging Program allows you to systematically transfer a
set amount or percentage from any STRATEGY or the 1-year fixed investment
option to any another STRATEGY(IES). You can also select to transfer the
entire value in a STRATEGY or the 1-year fixed investment option in a
stated number of transfers. Transfers may be on a monthly or quarterly
basis. You can change the amount or frequency at any time by notifying us
in writing.  The minimum amount that can be transferred is $500.

When you make either your initial Purchase Payment or a subsequent Purchase
Payment and want to participate in the Dollar Cost Averaging Program with
that money, you may also use the 1-year DCA account. You cannot transfer
money from a STRATEGY or other fixed investment options into the 1-year DCA
Account. When the 1-year DCA account is used, all of your money in the
account will be transferred to the STRATEGY(IES) you select in either 12 or
4 transfers by the end of the 1-year period, depending on the frequency you
select. Once selected, you cannot change the amount or frequency.  

The interest rate offered for the 1-year DCA account may be different from
the interest rate offered to contract owners using the 1-year fixed
investment option for this program.  If you terminate this program and are
dollar cost averaging from the 1-year DCA account, any money remaining in
the 1-year DCA account will be automatically transferred to the 1-year
fixed investment option and earn the interest rate then in effect for that
investment option unless you specify otherwise.

By allocating amounts on a regular schedule as opposed to allocating the
total amount at one particular time, you may be less susceptible to the
impact of market fluctuations. However, there is no assurance that you will
earn a greater profit. You are still subject to loss in a declining market.
Dollar cost averaging involves continuous investment in securities
regardless of fluctuating price levels. You should consider your financial
ability to continue to invest through periods of low prices. 

Transfers under this program are not counted against your 4 free transfers
per year. In addition, any transfer to the 1-year fixed investment option
upon termination of this program will not be counted against your 4 free
transfers.  We reserve the right to modify, suspend or terminate this
program at any time. 

         Example:

         Assume that you want to gradually move $750 each quarter from the
         Growth STRATEGY to the Moderate Growth STRATEGY over six quarters.
         You set up dollar cost averaging and purchase Accumulation Units
         at the following values:


            Quarter      Accumulation Unit        Units Purchased
            -------      -----------------        ---------------
               1               $ 7.50                   100
               2               $ 5.00                   150
               3               $10.00                    75
               4               $ 7.50                   100
               5               $ 5.00                   150
               6               $ 7.50                   100
         
         You paid an average price of only $6.67 per Accumulation Unit over
         the six quarters, while the average market price actually was
         $7.08.  By investing an equal amount of money each month, you
         automatically buy more Accumulation Units when the market price is
         low and fewer Accumulation Units when the market price is high.

Principal Advantage Program
---------------------------

The Principal Advantage Program allows you to allocate Purchase Payments to
a fixed investment option and one or more STRATEGIES without any market
risk to your principal. You decide how much you want to invest and when you
would like a return of your principal. We will calculate how much of your
Purchase Payment needs to be allocated to the 1, 3, 5, 7 or 10 year fixed
investment options to ensure that this money will grow to equal the full
amount of your Purchase Payment by the end of the selected period. The rest
of your Purchase Payment may then invested in the STRATEGIES where it has
the potential to achieve greater growth. 


                                     14

<PAGE> 21

We reserve the right to modify, suspend or terminate this program at any
time. 

         Example:

         Assume that you want to allocate a portion of your initial
         Purchase Payment of $100,000 to the fixed investment option.  You
         want the amount allocated to the fixed investment option to grow
         to $100,000 in 7 years.  If the 7-year fixed investment option is
         offering a 7% interest rate, we will allocate $62,275 to the 7-
         year fixed investment option to ensure that this amount will grow
         to $100,000 at the end of the 7-year period.  The remaining
         $37,725 may be allocated among to the STRATEGIES, as determined by
         you, to provide opportunity for greater growth.

Voting Rights
-------------

First SunAmerica is the legal owner of the shares of the Seasons Series
Trust.  However, when the underlying investment portfolios of the Seasons
Series Trust solicit proxies in conjunction with a vote of shareholders, we
are required to obtain from you instructions as to how to vote those
shares.  When we receive those instructions, we will vote all of the shares
we own in proportion to those instructions.  This will also include any
shares that we own on our behalf.  Should we determine that we are no
longer required to comply with the above, we will vote the shares in our
own right.

Substitution
------------

If any of the STRATEGIES you selected are no longer available, we may be
required to substitute shares of another STRATEGY. We will seek any
required prior approval of the SEC and give you notice before doing this.

EXPENSES 
--------------------------------------------------

There are charges and other expenses associated with the contract that will
reduce your investment return. These charges and deductions are described
below. 

Insurance Charges
-----------------

Each day, we make a deduction for our insurance charges from amounts
allocated to the STRATEGIES. This is done as part of our calculation of the
values of the Accumulation Units during the Accumulation Phase and the
Annuity Units during the Income Phase. The insurance charges consist of the
mortality and expense risk and the distribution expense charge. 

         Mortality and Expense Risk Charge
         ---------------------------------

This charge is equal, on an annual basis, to 1.25% of the daily value of
the contract invested in a STRATEGY. This charge is for our obligation to
make annuity payments, to provide a death benefit and for assuming the risk
that the current charges will be insufficient in the future to cover the
cost of administering the contract. Approximately .90% is for mortality
risks and .35% is for expense risks. 

If the charges under the contract are not sufficient, we will bear the
loss. We will not increase this charge. We may use any profits from this
charge to pay for the costs of distributing the contract.

         Distribution Expense Charge
         ---------------------------

This charge is equal, on an annual basis, to .15% of the daily value of the
contract invested in a STRATEGY. This charge is for all expenses associated
with the distribution of the contract. These expenses include preparing the
contract, confirmations and statements, providing sales support, and
maintaining contract records. If this charge is not enough to cover the
costs of distributing the contract, we will bear the loss.



                                     15

<PAGE> 22

Investment Charges
------------------

If you have money allocated to the STRATEGIES, there are deductions from
and expenses paid out of the assets of the various underlying investment
portfolios. These investment charges are summarized in the Fee Tables. For
more detailed information, you should refer to the Seasons Series Trust
prospectus.

Contract Maintenance Fee
------------------------

During the Accumulation Phase, we will deduct a $30 contract maintenance
fee from your contract on each contract anniversary. This fee is for
expenses incurred to establish and maintain your contract. This fee cannot
be increased. If you make a complete withdrawal from your contract, the
entire contract maintenance charge will be deducted prior to the
withdrawal. 

We will not deduct the contract maintenance fee if the value of your
contract is $50,000 or more when the deduction is to be made. We may
discontinue this practice at any time.

Withdrawal Charge
-----------------

Withdrawals in excess of your free withdrawal amount, as described in more
detail under "Access To Your Money, " will be assessed a withdrawal charge. 
You will not receive the benefit of any free withdrawal amount if you
withdraw your entire contract value.

We keep track of each Purchase Payment and assess a charge based on the
length of time a Purchase Payment is in your contract before it is
withdrawn.  After a Purchase Payment is in your contract for seven years,
no withdrawal charges are assessed on withdrawals of the Purchase Payment.

The withdrawal charge is assessed as a percentage of the Purchase Payment
you withdraw, which declines each year the Purchase Payment is in the
contract as follows: 

         Year 1........7%         Year 5........4%
         Year 2........6%         Year 6........3%
         Year 3........6%         Year 7........2%
         Year 4........5%         Year 8........0%

If the withdrawal is for only part of the contract, we will deduct the
withdrawal charge from the remaining value in your contract. For purposes
of calculating the withdrawal charge, we treat withdrawals as coming from
the oldest purchase Payment first.  However, for tax purposes, earnings are
considered withdrawn first.

We will not assess any withdrawal charges for money withdrawn to pay
contract charges, a death benefit or for annuity payments during the Income
Phase. 

The withdrawal charge is intended to cover the actual costs of
distribution.  If the charges are not sufficient, First SunAmerica may use
any of its corporate assets to make up any difference.

Transfer Fee
------------

You can make 4 free transfers each year.  We measure a year from the day we
issue your contract.  If you make more than 4 transfers a year, we will
deduct a $25 transfer fee on each subsequent transfer. The transfer fee
will be deducted from the STRATEGY or fixed investment option from which
the transfer is requested.

Income Taxes
------------

Although we do not currently deduct any income taxes borne under your
contract, we reserve the right to do so in the future.





                                     16
<PAGE> 23

Reduction or Elimination of Certain Charges

We will reduce or eliminate the amount of certain insurance charges when
the contract is sold to groups of individuals under circumstances which
reduce its sales and administrations expenses. We will determine the
eligibility of such groups by considering the following factors: (1) the
size of the group; (2) the total amount of Purchase Payments we expect to
receive from the group; (3) the nature of the purchase and the persistency
we expect in that group; (4) the purpose of the purchase and whether that
purpose makes it likely that expenses will be reduced; and (5) any other
circumstances which we believe to be relevant in determining whether
reduced sales expenses may be expected.

TAXES 
--------------------------------------------------

NOTE: WE HAVE  PREPARED THE FOLLOWING INFORMATION ON TAXES AS A GENERAL
DISCUSSION OF THE SUBJECT. IT IS NOT INTENDED AS TAX ADVICE. YOU ARE
CAUTIONED TO SEEK COMPETENT TAX ADVICE ABOUT YOUR OWN CIRCUMSTANCES. WE DO
NOT GUARANTEE THE TAX STATUS OF THE ANNUITY. 

Annuity Contracts in General
----------------------------

The Internal Revenue Code ("IRC") provides for special rules regarding the
tax treatment of annuity contracts. Generally, you will not be taxed on the
earnings on the money held in your annuity contract until you take the
money out. Different rules apply depending on how you take the money out
and whether your contract is Qualified or Non-Qualified.

If you do not purchase your contract under a pension plan, specially
sponsored program or an individual retirement account, your contract is
referred to as a Non-Qualified contract and receives different tax
treatment than a Qualified contract. In general, your cost basis in a
Non-Qualified contract is equal to the Purchase Payments you put into the
contract. You have already been taxed on the cost basis in your contract. 

If you purchase your contract under a pension plan, specially sponsored
program or as an individual retirement account, your contract is referred
to as a Qualified contract. Examples of Qualified plans are: Individual
Retirement Annuities, Tax-sheltered Annuities (referred to as
403(b) contracts), H.R. 10 Plans (referred to as Keogh Plans) and pension
and profit sharing plans, including 401(k) plans. Typically you have not
paid any tax on the Purchase Payments used to buy your contract and
therefore you have no cost basis in your contract. 

Tax Treatment of Distributions - Non-Qualified Contracts
--------------------------------------------------------

If you make a withdrawal from your contract, the IRC treats such a
withdrawal as first coming from the earnings and then as coming from your
Purchase Payments. For annuity payments, a portion of each payment is
considered a return of your Purchase Payment and will not be taxed.
Withdrawn earnings are treated as income to you and are taxable. The IRC
further provides for a 10% tax penalty on any earnings that are withdrawn
other than in conjunction with the following circumstances: (1) after you
reach age 59 1/2; (2) after you die; (3) after you become disabled (as
described in the IRC); (4) in a series of substantially equal installments
made for the life of the taxpayer or for the joint lives of the taxpayer
and his or her Beneficiary; (5) under an immediate annuity; or (6) which
come from Purchase Payments made prior to August 14, 1982.

Tax Treatment of Distributions - Qualified Contracts
----------------------------------------------------

Generally, you have not paid any taxes on the Purchase Payments used to buy
a Qualified contract or on any earnings and therefore any amount you take
out as a withdrawal or as annuity payments will be taxable income. The IRC
further provides for a 10% tax penalty on any withdrawal or annuitization
other than in conjunction with the following circumstances: (1) after
reaching age 59 1/2; (2) after you die; (3) after you become disabled (as
defined in the IRC); (4) in a series of substantially equal installments
made for the life of the taxpayer or for the joint lives of the taxpayer
and his or her Beneficiary; and, except in the case of an IRA as to the
following (5) after you separate from service after attaining age 55;
(6) to the extent such withdrawals do not exceed limitations set by the IRC
for amounts paid during the taxable year for 


                                     17
<PAGE> 24

medical care; and (7) paid to an alternate payee pursuant to a qualified
domestic relations order.

The IRC limits the withdrawal of Purchase Payments made by owners from
certain Tax-sheltered Annuities. Withdrawals can only be made when an
owner: (1) reaches age 59 1/2; (2) leaves his or her job; (3) dies;
(4) becomes disabled (as defined in the IRC); or (5) in the case of
hardship. In the case of hardship, the owner can only withdraw Purchase
Payments and not any earnings. 

Diversification
---------------

The IRC imposes certain diversification requirements on the underlying
investments for a variable annuity in order to be treated as a variable
annuity for tax purposes. We believe that the underlying investment
portfolios are being managed so as to comply with these requirements.

Neither the IRC nor any guidelines issued in conjunction with the IRC
provide guidance regarding when you, because of the degree of control you
exercise over the way your money is invested, and not First SunAmerica,
would be considered the owner of the shares of the underlying investment
portfolios. It is unknown to what extent the ability to select investments,
make transfers among STRATEGIES or choose from a wide selection of
investment options will ultimately impact this issue. If guidance is
provided, generally it would be applied prospectively. However, if such
guidance is not considered a new position, it may be applied retroactively.


Due to the uncertainty is this area, we reserve the right to modify the
contract in an attempt to maintain favorable tax treatment. 

ACCESS TO YOUR MONEY 
--------------------------------------------------

Under your contract, you can access your money in the following ways: (1)
by making a withdrawal, either for a part of the value of your contract or
for the entire value of your contract during the Accumulation Phase; (2) by
receiving annuity payments during the Income Phase; and (3) when a death
benefit is paid to your Beneficiary.

Generally, withdrawals are subject to a withdrawal charge, a market value
adjustment if the money withdrawn comes from a multi-year fixed investment
option before the end of the specified period and, if you withdraw your
full contract value, premium taxes and a contract maintenance charge. (See
" Expenses" for more complete information).

Your contract provides for a free withdrawal amount. Each contract year,
you may withdraw free of a withdrawal charge up to 10% of your total
Purchase Payments which are still subject to a withdrawal charge. For
purposes of calculating any applicable withdrawal charge, amounts withdrawn
from your contract will come first from the free withdrawal, then from
Purchase Payments no longer subject to a withdrawal charge which have not
previously been withdrawn, then from Purchase Payments subject to a
withdrawal charge which have not previously been withdrawn and last from
remaining earnings. You will not receive the benefit of any free withdrawal
amounts if you make a complete withdrawal of your contract.

If you make a complete withdrawal you will receive the value of your
contract, less any applicable fees, charges and market value adjustments,
as calculated on the day following receipt by us at our principal place of
business of a complete withdrawal request. Your contract must be submitted
as well. 

Under most circumstances, partial withdrawals must be for a minimum of
$1,000. We require that the value left in any STRATEGY or fixed investment
option be at least $500 after a withdrawal. Unless you provide us with
different instructions, partial withdrawals will be made pro rata from each
STRATEGY and fixed investment option in which your contract is invested.
You must send a written withdrawal request to us prior to any withdrawal
being made. 

Systematic Withdrawal Program
-----------------------------

This program allows you to receive either monthly, quarterly, semi-annual
or annual checks during the Accumulation Phase. You can also choose to have
systematic withdrawals electronically wired to your bank account. Any
withdrawals you make 
                                     18

<PAGE> 25

using this program count against your free withdrawal amount as described
above. The minimum amount of each withdrawal is $250. Withdrawals may be
taxable and a 10% IRS tax penalty may apply if you are under age 59 1/2.
There is no charge for participating in this program.

This program is not available to everyone, so please check with our Annuity
Service Center, which can provide the necessary enrollment forms. We
reserve the right to modify, suspend or terminate this program at any time.

WITHDRAWAL CHARGES, MARKET VALUE ADJUSTMENTS, INCOME TAXES, TAX PENALTIES
AND CERTAIN RESTRICTIONS MAY APPLY TO ANY WITHDRAWAL YOU MAKE.

Suspension of Payments
----------------------

We may be required to suspend or postpone the payment of a withdrawal for
any period of time when: (1) the NYSE is closed (other than a customary
weekend and holiday closings); (2) trading on the NYSE is restricted; (3)
an emergency exists such that disposal of or determination of the value of
shares of the underlying investment portfolios is not reasonably
practicable; (4) the SEC, by order, so permits for the protection of
contract owners.

Additionally, we reserve the right to defer payments for a withdrawal from
the fixed investment options for the period permitted by law but not for
more than six months.

Minimum Contract Value
----------------------

If permitted by state law, we may terminate your contract if it is less
than $500 as a result of withdrawals and no Purchase Payments have been
made during the past three years. We will provide you with sixty days
written notice and distribute the contract's remaining value to you.

PERFORMANCE 
--------------------------------------------------

From time to time we will advertise the performance of the STRATEGIES. Any
such performance results are based on historical earnings and are not
intended to indicate future performance. 

For each STRATEGY we will show performance against a comparison index which
is made up of the S&P 500 Index, the Lehman Brothers Corporate/Government
Index and the Lipper Money Market Average. The comparison index will blend 
the referenced indices in proportion to the stocks, bonds and cash
allocations within each STRATEGY as indicated on pages 10 to 12 of this
prospectus. 

Additionally, we may show performance of each STRATEGY in comparison to
various appropriate indexes and the performance of other similar variable
annuity products with similar objectives as reported by such independent
reporting services as Morningstar, Inc., Lipper Analytical Services, Inc.
and Variable Annuity Reporting Data Service. 

Please see the SAI for additional information regarding the methods used to
calculate performance data. 

DEATH BENEFIT 
--------------------------------------------------

If you should die during the Accumulation Phase of your contract, we will
pay a death benefit to your Beneficiary.  The death benefit is the greater
of:

         (1)     the value of your contract at the time we receive
                 adequate proof of death,

         (2)     total Purchase Payments less any withdrawals, or

         (3)     the maximum of the anniversary values prior to your 81st
                 birthday.  The anniversary value is equal to 




                                     19

<PAGE> 26

                 the value of your contract on each contract anniversary
                 less any withdrawals plus any additional Purchase
                 Payments since that anniversary.

The death benefit is not paid after you switch to the Income Phase.  During
the Income Phase, your Beneficiary(ies) will receive any remaining
guaranteed annuity payments in accordance with the annuity option you
choose.

You select the Beneficiary(ies) to receive any amounts payable on death. 
You may change the Beneficiary at any time, unless you previously made an
irrevocable Beneficiary designation.  A new Beneficiary designation is not
effective until we record the change.

The death benefit is immediately payable under the contract.  However, in
any event, the entire death benefit must be paid within five years of the
date of death unless the Beneficiary elects to have it payable in the form
of an annuity.  If the Beneficiary elects an annuity option, it must be
paid over the Beneficiary's lifetime or for a period not extending beyond
the Beneficiary's life expectancy.  If the Beneficiary is the spouse of the
owner, he or she can elect to continue the contract at the then current
value, in which case he or she will not receive the death benefit.

The death benefit will be paid out when we receive adequate proof of death:
(1) a certified copy of a death certificate; (2) a certified copy of a
decree of court of competent jurisdiction as to the finding of death; (3) a
written statement by a medical doctor who attended the deceased at the time
of death; or (4) any other proof satisfactory to us.  We may also require
additional documentation or proof in order for the death benefit to be
paid.  If the Beneficiary does not make a specific election within sixty
days of our receipt of such proof of death, the death benefit will be paid
in a lump sum.

OTHER INFORMATION 

First SunAmerica
----------------

First SunAmerica is a stock life insurance company organized under the laws
of the state of New York.  Its business address is 733 Third Avenue, 4th
Floor, New York, New York 10017.  First SunAmerica is an indirect wholly
owned subsidiary of SunAmerica Inc., a Maryland corporation.

First SunAmerica and its affiliates, SunAmerica Life Insurance Company,
Anchor National Life Insurance Company, CalAmerica Life Insurance Company,
SunAmerica Asset Management Corp., Imperial Premium Finance, Inc.,
Resources Trust Company and four broker-dealers, offer a full line of
financial services, including fixed and variable annuities, mutual funds,
premium finance and trust administration services. First SunAmerica is
licensed to do business in the states of New York, Nebraska and New Mexico.

The General Account
-------------------

If you put your money into a fixed investment option it goes into First
SunAmerica's general account. The general account is made up of all of
First SunAmerica's assets other than assets attributable to a separate
account. All of the assets in the general account are chargeable with the
claims of any First SunAmerica contract holder, as well as all creditors.
The general account is invested in assets permitted by state insurance law.

The Separate Account
--------------------

First SunAmerica established a separate account, FS Variable Annuity
Account Five under New York law on August 1, 1997.  The separate account is
registered with the SEC as a unit investment trust under the Investment
Company Act of 1940. 

First SunAmerica owns the assets in the separate account. However, the
assets in the separate account are not chargeable with liabilities arising
out of any other business First SunAmerica may conduct. Income, gains and
losses (realized and unrealized) resulting from the assets in the separate
account are credited to or charged against the separate account. 




                                     20

<PAGE> 27

Legal Proceedings
-----------------

There are no pending legal proceedings affecting the separate account.
First SunAmerica and its subsidiaries are engaged in various kinds of
routine litigation which, in management's judgment, are not of material
importance to their respective total assets or material with respect to the
separate account. 

Custodian
---------

State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, serves as the custodian of the assets of the separate
account. First SunAmerica pays State Street Bank for services based on a
schedule of fees. 

Statement of Additional Information
-----------------------------------

Additional information concerning the operations of the separate account is
contained in a SAI which is available without charge. You may obtain a copy
of the SAI by calling us at 800/99NY-SUN or writing us at our Annuity
Service Center, P.O. Box 54299, Los Angeles, California  90054-0299. The
separate account has not yet begun operations and, therefore, no financial
statements are available. 

Table of Contents for the Statement of Additional Information
-------------------------------------------------------------

                                                                  Page
         Separate Account......................................... 3
         General Account.......................................... 3
         Performance Date......................................... 4
         Annuity Payments......................................... 5
         Annuity Unit Values...................................... 5
         Taxes.................................................... 8
         Distribution of Contracts................................ 11
         Financial Statements....................................  12

Distribution
------------

The contract is sold through registered representatives of broker-dealers.
We pay commissions to registered representatives for the sale of contracts.
Commissions are not expected to exceed 6.5% of your Purchase Payment. Under
some circumstances we pay a persistency bonus in addition to standard
commissions. Usually the standard commission is lower when we pay a
persistency bonus, which is not anticipated to exceed .65% annually.
Commissions paid to registered representatives are not directly deducted
from your Purchase Payment.

SunAmerica Capital Services, Inc., 733 Third Avenue, 4th Floor, New York,
New York, 10017, acts as the distributor of the contracts. SunAmerica
Capital Services, Inc., an affiliate of First SunAmerica, is registered as
a broker-dealer under the Exchange Act of 1934 and is a member of the
National Association of Securities Dealers, Inc.

Administration
--------------

We are responsible for all the administrative servicing of your contract.
Please contact First SunAmerica's Annuity Service Center at the telephone
number and address provided in the Profile of this prospectus if you have
any comment, question or service request.

We will send out transaction confirmations and quarterly statements. Please
review these documents carefully and notify us of any questions
immediately. We will investigate all questions and, to the extent we have
made an error, we will retroactively adjust your contract provided you have
notified us within 30 days of receiving the transaction confirmation or
quarterly statement, as applicable. All other adjustments will be made as
of the time we receive notice of the error. 




                                     21

<PAGE> 28

Other Information about First SunAmerica
----------------------------------------

First SunAmerica is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith
files reports and other information with the SEC. Such reports and other
information filed by the Company can be inspected and copied; and copies
can be obtained at the public reference facilities of the SEC at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, or at the regional offices
in Chicago and New York. The addresses of these regional offices are as
follows: 500 West Madison Street, Chicago, Illinois 60661, and 7 World
Trade Center, 13th Floor, New York, New York 10048. Copies of such material
also can be obtained by mail from the Public Reference Section of the SEC
at 450 Fifth Street, N.W., Washington D.C. 20549, upon payment of the fees
prescribed by the rules and regulations of the SEC at prescribed rates.

Registration statements have been filed with the SEC, Washington, D.C.,
under the Securities Act of 1933 as amended, with respect to the contracts
offered by this prospectus. This prospectus does not contain all the
information set forth in the registration statements and the exhibits filed
as part of the registration statements, to all of which reference is hereby
made. Reference should be made to such registration statement and exhibits
for further information concerning the separate account, First SunAmerica
and its general account, the STRATEGIES and the contract. 

         Properties
         ----------

First SunAmerica's principal office is leased at 1 SunAmerica Center, Los
Angeles, California, 90067-6022. We also lease office space in Torrance,
California which is utilized for certain recordkeeping and data processing
functions. First SunAmerica's broker-dealer and asset management
subsidiaries lease office space in New York, New York. 

         State Regulation
         ----------------

First SunAmerica is subject to regulation and supervision by the states in
which it is authorized to transact business. State insurance laws establish
supervisory agencies with broad administrative and supervisory powers
relating to granting and revoking licenses to transact business, regulating
marketing and other trade practices, operating guaranty associations,
licensing agents, approving policy forms, regulating certain premium rates,
regulating insurance holding company systems, establishing reserve
requirements, prescribing the form and content of required financial
statements and reports, performing financial and other examinations,
determining the reasonableness and adequacy of statutory capital and
surplus, regulating the type, valuation and amount of investments
permitted, limiting the amount of dividends that can be paid and the size
of transactions that can be consummated without first obtaining regulatory
approval and other related matters. 

During the last decade, the insurance regulatory framework has been placed
under increased scrutiny by various states, the federal government and the
National Association of Insurance Commissioners ("NAIC"). Various states
have considered or enacted legislation that changes, and in many cases
increases, the states' authority to regulate insurance companies.
Legislation has been introduced from time to time in Congress that could
result in the federal government assuming some role in the regulation of
insurance companies. In recent years, the NAIC has approved and recommended
to the states for adoption and implementation several regulatory
initiatives designed to reduce the risk of insurance company insolvencies
and market conduct violations. These initiatives include investment reserve
requirements, risk-based capital standards and restrictions on an insurance
company's ability to pay dividends to its stockholders. The NAIC is also
currently developing model laws relating to product design and
illustrations for annuity products. Current proposals are still being
debated and we are monitoring developments in this area and the effects any
changes would have on First SunAmerica. 





                                     22

<PAGE> 29

         Directors and Executive Officers
         --------------------------------

First SunAmerica's directors and executive officers as of February 28, 1997
are listed below:

<TABLE>
<CAPTION>

                                                    Year Assumed   Other Positions and Other
                                                       Present        Business Experience 
Name                 Age      Present Position       Position(s)    Within Last Five Years          From-To
----                 ---      ----------------      ------------   -------------------------        -------
<S>                 <C>  <C>                        <C>            <C>                              <C>                 
Eli Broad*           63  Chairman, CEO and President     1994      Cofounded SunAmerica Inc.
                         of First SunAmerica;                      ("SunAmerica") in 1957
                         Chairman, CEO and President 
                         of SunAmerica                   1986
Joseph M. Tumbler*   48  Executive Vice President        1996      President and Chief Executive   1989-1995
                         of First SunAmerica;                      Executive Officer, Providian
                         Vice Chairman of SunAmerica     1995      Capital Management
Jay S. Wintrob*      39  Executive Vice President        1991      (Joined SunAmerica in 1987)
                         of First SunAmerica;
                         Vice Chairman of SunAmerica     1995
Victor E. Akin       32  Senior Vice President of        1996      Vice President, SunAmerica      1995-1996
                         First SunAmerica                          Life Companies
                                                                   Director, SunAmerica Life       1994-1995
                                                                   Companies
                                                                   Manager, SunAmerica Life        1993-1994
                                                                   Companies
                                                                   Actuary, Milliman & Robertson   1992-1993
                                                                   Consultant, Chalke Inc.         1991-1992
James R. Belardi*    39  Senior Vice President of        1992      Vice President and Treasurer    1989-1992
                         First SunAmerica;                         (Joined SunAmerica in 1986)
                         Executive Vice President        1995
                         of SunAmerica
David W. Ferguson    43  Director                        1987      Partner, Davis Polk & Wardwell  1980 to
                                                                                                   present
Lorin M. Fife*       43  Senior Vice President,          1994      Vice President and General      1994-1995
                         General Counsel and Asst.                 Counsel-Regulatory Affairs 
                         Secretary of First SunAmerica;            of SunAmerica;
                         Senior Vice President,          1995      Vice President and Associate    1989-1994
                         General Counsel-Regulatory                General Counsel of SunAmerica
                         Affairs of SunAmerica                     (Joined SunAmerica in 1989)
N. Scott Gillis      43  Senior Vice President and       1994      Vice President and Controller,  1989-1994
                         Controller of First SunAmerica            SunAmerica Life Companies
Jana Waring Greer*   45  Senior Vice President of        1991      (Joined SunAmerica in 1974)
                         First SunAmerica and SunAmerica;
                         President of SunAmerica         1995
                         Marketing
Thomas A. Harnett    72  Director                        1987      Partner, Lane & Mitterdorf, LLP 1989 to 
                                                                                                   present
Susan L. Harris*     40  Senior Vice President and       1994      Vice President, General         1994-1995
                         Secretary of First SunAmerica;            Counsel-Corporate Affairs
                         Senior Vice President, General  1995      and Secretary of SunAmerica;
                         Counsel- Corporate Affairs and            Vice President, Associate       1989-1994
                         Secretary of SunAmerica                   General Counsel and
                                                                   Secretary of SunAmerica
                                                                   (Joined SunAmerica in 1985)
Peter McMillan, III* 39  Executive Vice President and    1994      Senior Vice President of        1989-1994
                         Chief Investment Officer of               SunAmerica Investments, Inc.
                         SunAmerica Investments, Inc.
Margery K. Neale     37  Director                         1996     Partner, Shereff, Friedman,     1990 to
                                                                   Hoffman & Goodman, LLP          present
Lester Pollack       63  Director                         1987     Chief Executive Officer,        1986 to
                                                                   Centre Partners, L.P.           present
                                                                   General Partner, Lazard         1986 to
                                                                   Freres & Co.                    present
                                                                   Senior Managing Director,       1988 to
                                                                   Corporate Partners, L.P.        present
Edwin R. Reoliquio   39  Senior Vice President and        1995     Vice President and Actuary,     1989-1994
                         Chief Actuary of First                    SunAmerica Life Companies
                         SunAmerica
Scott L. Robinson*   50  Senior Vice President of         1991     (Joined SunAmerica in 1978)
                         First SunAmerica;
                         Senior Vice President and 
                         Controller of SunAmerica
Richard D. Rohr      70  Director                         1987     Partner, Bodman, Longley &      1958 to
                                                                   Dahling                         present
James W. Rowan*      34  Senior Vice President of         1996     Vice President;                 1993-1995
                         First SunAmerica and                      Asst. to the Chairman;          1992
                         SunAmerica                                Senior Vice President,          1993-1995
                                                                   Security Pacific Corp.
</TABLE>

* Also serves as a director
** Unless otherwise noted, positions with SunAmerica Inc.  





















                                     23

<PAGE> 30

         Executive Compensation
         ----------------------

All of First SunAmerica's executive officers are also employees of
SunAmerica Inc. or its affiliates and do not receive direct compensation
from First SunAmerica. We allocated the time each executive officer spent
devoted to his or her duties as an executive officer of First SunAmerica to
determine the executive compensation set forth below for the Chief
Executive Officer and the other four highest compensated executive
officers, as well as the executive officers as a group, for services
rendered during 1996.

<TABLE>
<CAPTION>

         Name of Individual                                                Allocated Cash
         or Number in Group       Capacities in Which Served                Compensation
         ------------------       --------------------------               --------------
         <S>                      <C>                                      <C>
         Eli Broad                Chairman, Chief Executive Officer           $10,380
                                  and President
         Joseph M. Tumbler        Executive Vice President                      6,488
         Jay S. Wintrob           Executive Vice President                      6,488
         James R. Belardi         Senior Vice President                         2,955
         Jana Waring Greer        Senior Vice President                         7,342
         All Executive Officers                                               $49,731
         as a Group (12)                                                      =======
</TABLE>

         Security Ownership of Certain Beneficial Owners and Management
         --------------------------------------------------------------

No shares of First SunAmerica are owned by any executive officer or
director. First SunAmerica is an indirect wholly owned subsidiary of
SunAmerica Inc. The only officer or director that owns more than 1% of the
shares of SunAmerica Inc. is Mr. Eli Broad, Chairman, Chief Executive
Officer and President. At February 28, 1997, Mr. Broad beneficially owned
6,655,176 shares of Common Stock (approximately 5.8% of the class
outstanding) and 9,160,294 shares of Class B Common Stock (approximately
84.4% of the class outstanding). Of the Common Stock, 715,872 shares
represent restricted shares granted under the Company's employee stock
plans as to which Mr. Broad has no investment power; 75,846 shares are
registered in the name of a corporation of which Mr. Broad is a director
and has sole voting and investment power; 4,150,932 shares represent
employee stock options which are or will become exercisable within the next
60 days and as to which he has no voting or investment power; 65,136 shares
are held by a foundation of which Mr. Broad is a director and as to which
he has shared voting and investment power. At February 28, 1997, all
directors and officers as a group beneficially owned 10,344,440 shares of
Common Stock (approximately 9% of the class outstanding) and 9,160,294 
shares of Class B Common Stock (approximately 84.4% of the class
outstanding).






                                     24

<PAGE> 31

SELECTED FINANCIAL INFORMATION
--------------------------------------------------

                         [TO BE FILED BY AMENDMENT]






































                                     25

<PAGE> 32

MANAGEMENT DISCUSSION AND ANALYSIS
--------------------------------------------------

                          [TO BE FILED BY AMENDMENT]





























                                      26

<PAGE> 33

INDEPENDENT ACCOUNTANTS
--------------------------------------------------

The consolidated financial statements of First SunAmerica as of September
30, 199__ and 199__ and for each of the three years in the period ended
September 30, 199__ included in this prospectus have been so included in
reliance on the report of Price Waterhouse LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.

FINANCIAL STATEMENTS
--------------------------------------------------
The consolidated financial statements of First SunAmerica which are
included in this prospectus should be considered only as bearing on the
ability of First SunAmerica to meet its obligations under the fixed
investment options, its obligation to pay death benefits, to assume the
mortality and expense risks under the contract and any risks resulting from
the withdrawal charge not being sufficient to cover the costs of
distributing the contract.  The financial statements do not provide any
information and has no bearing on the performance of the Seasons Series
Trust or the STRATEGIES.




                                     27

<PAGE> 34

REPORT OF INDEPENDENT ACCOUNTANTS
--------------------------------------------------

                        [TO BE FILED BY AMENDMENT]


























                                       28

<PAGE> 35

APPENDIX A
--------------------------------------------------

The market value adjustment reflects the impact that changing interest
rates have on the value of money invested at a fixed interest rate. The
longer the period of time remaining in the term you initially agreed to
leave your money in the fixed investment option, the greater the impact of
changing interest rates.  The impact of the market value adjustment can be
either positive or negative, and is computed by multiplying the amount
withdrawn, transferred or annuitized by the following factor:

                                          N-12
                         [(1+I/(1+J+0.005)     - 1


where:

         I is the interest rate you are earning on the money invested in
         the fixed investment option;

         J is the interest rate then currently available for the period of
         time equal to the number of years remaining in the term you
         initially agreed to leave your money in the fixed investment
         option; and

         N is the number of full months remaining in the term you initially
         agreed to leave your money in the fixed investment option.


Examples of the Market Value Adjustment
---------------------------------------

The examples below assume the following:

         (1)     You made an initial Purchase Payment of $10,000 and
                 allocated it to the 10-year fixed investment option at a
                 rate of 7%; 
         (2)     You make a partial withdrawal of $4,000 when 1 1/2 years
                 (18 months) remain in the 10-year term you initially
                 agreed to leave your money in the fixed investment option
                 (N=18);
         
         (3)     The value of your contract on the date you make the
                 withdrawal is $17,454.67 which reflects the deduction of
                 all applicable fees and charges; and

         (4)     You have not made any other transfers, additional Purchase
                 Payments, or withdrawals.

No withdrawal charges are reflected because your Purchase Payment has been
in the contract for seven full years. If a withdrawal charge applies, it is
deducted before the market value adjustment.  The market value adjustment
is assessed on the amount withdrawn less any withdrawal charge.

         Negative Adjustment
         -------------------

Assume that on the date of withdrawal, the interest rate in effect for new
Purchase Payments in the 1-year fixed investment option is 7.5% and the 3-
year fixed investment option is 8.5%.  By linear interpolation, the
interest rate for the remaining 2 years (1 1/2 years rounded up to the next
full year) in the contract is calculated to be 8%.

                                                               N/12
The market value adjustment factor is     = [(1+I)/(1+J+0.005)]     - 1
                                                                 18/12
                                          = [(1.07)/(1.08+0.005)]      - 1
                                                      1.5
                                          = (0.986175)    - 1
                                          = 0.979335 - 1
                                          = - 0.020665





                                     29
<PAGE> 36

The requested withdrawal amount is multiplied by the market value
adjustment factor to determine the market value adjustment:

         $4,000 x (- 0.020665) = -$82.66

$82.66 represents the market value adjustment that will be deducted from
the money remaining in the 10-year fixed investment option.

         Positive Adjustment
         -------------------

Assume that on the date of withdrawal, the interest rate in effect for a
new Purchase Payments in the 1-year fixed investment option is 5.5% and the
3-year fixed investment option is 6.5%.  By linear interpolation, the
interest rate for the remaining 2 years (1 1/2 years rounded up to the next
full year) in the contract is calculated to be 6%.

                                                              N/12
The market value adjustment factor is     = [(1+I/(1+J+0.005)]     - 1
                                                                 18/12
                                          = [(1.07)/(1.06+0.005)]      - 1
                                                      1.5
                                          = (1.004695)     - 1
                                          = 1.007051 - 1
                                          = + 0.007051

The requested withdrawal amount is multiplied by the market value
adjustment factor to determine the market value adjustment:

         $4,000 x (+0.007051) = +$28.20

$28.20 represents the market value adjustment that would be added to your
withdrawal.











                                     30

<PAGE> 37

Please forward a free copy of the Seasons Variable Annuity Statement of
Additional Information to:

             (Please print or type and fill in all information.)

__________________________________________________________________________
         Name

__________________________________________________________________________
         Address

__________________________________________________________________________
         City                     State                    Zip


Date: ___________________________  Signed: _______________________________

         
Return to: First SunAmerica Life Insurance Company, Annuity Service Center,
P.O. Box 54299, Los Angeles, California 90054-0299



















                                     31

<PAGE> 38

                                  PART II
                                  -------

                 Information Not Required in Prospectus


Item 13.         Other Expenses of Issuance and Distribution.
                 -------------------------------------------

                 Not Applicable


Item 14.         Indemnification of Directors and Officers.
                 ------------------------------------------

                 Not Applicable


Item 15.         Recent Sales of Unregistered Securities.
                 ----------------------------------------
         
                 Not Applicable


Item 16.         Exhibits and Financial Statement Schedules.
                 -------------------------------------------

                 Exhibit No.      Description

                 (1)     Form of Underwriting Agreement***
                 (2)     Plan of Acquisition, Reorganization, 
                         Arrangement, Liquidation or Succession**
                 (3)     (a)      Articles of Incorporation***
                         (b)      By-Laws***
                 (4)     (a)      Flexible Payment Group
                                  Deferred Annuity Contract***
                         (b)      Application for Contract***
                 (5)     Opinion of Counsel re: Legality***
                 (6)     Opinion re Discount on Capital Shares**
                 (7)     Opinion re Liquidation Preference**
                 (8)     Opinion re Tax Matters**
                 (9)     Voting Trust Agreement**
                 (10)    Material Contracts**
                 (11)    Statement re Computation of Per Share
                         Earnings**
                 (12)    Statement re Computation of Ratios**
                 (14)    Material Foreign Patents**
                 (15)    Letter re Unaudited Financial Information**
                 (16)    Letter re Change in Certifying Accountant**
                 (21)    Subsidiaries of Registrant***
                 (23)    (a)      Consent of Independent
                                  Accountants***
                         (b)      Consent of Attorney***
                 (24)    Powers of Attorney*
                 (25)    Statement of Eligibility of Trustee**
                 (26)    Invitation for Competitive Bids**
                 (28)    Information Reports Furnished to State
                         Insurance Regulatory Authority**
                 (29)    Other Exhibits**

Financial Statements***

                                          *       Herewith
                                          **      Not Applicable
                                          ***     To Be Filed By Amendment

<PAGE> 39

Item 17.         Undertakings.
                 ------------

                 The undersigned registrant, First SunAmerica Life
                 Insurance Company, hereby undertakes:

         (1)     To file, during any period in which offers or sales are 
                 being made, a post-effective amendment to this
                 registration statement:  
         
                 (i)     To include any prospectus required by Section
                         10(a)(3) of the Securities Act of 1933;

                 (ii)    To reflect in the prospectus any facts or events
                         arising after the effective date of the
                         registration statement (or the most recent post-
                         effective amendment hereof) which, individually or
                         in the aggregate, represents a fundamental change
                         in the information in the registration statement;

                 (iii)   To include any material information with respect
                         to the plan of distribution not previously
                         disclosed in the registration statement or any
                         material change to such information in the
                         registration statement;

         (2)     That, for the purpose of determining any liability under
                 the Securities Act of 1933, each post-effective amendment
                 shall be deemed to be a new registration statement
                 relating to the securities offered therein, and the
                 offering of such securities at that time shall be deemed
                 to be the initial bona fide offering thereof; and

         (3)     To remove from registration by means of a post-effective
                 amendment any of the securities being registered which
                 remain unsold at the termination of the offering.


<PAGE> 40

                                  SIGNATURES


         As required by the Securities Act of 1933, the Registrant has
caused this Registration Statement to be signed on its behalf, in the City
of Los Angeles, and the State of California, on this 12th day of September,
1997.

                         By: FIRST SUNAMERICA LIFE INSURANCE COMPANY


                         By: /s/ JAY S. WINTROB
                            ---------------------------------------
                                  Jay S. Wintrob
                                  Executive Vice President


                             POWER-OF-ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints LORIN M. FIFE,
SUSAN L. HARRIS AND CHRISTINE A. NIXON or each of them, as his or her true
and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, as
fully to all intents as he or she might or could do in person, including
specifically, but without limiting the generality of the foregoing, to (i)
take any action to comply with any rules, regulations or requirements of
the Securities and Exchange Commission under the federal securities laws;
(ii) make application for and secure any exemptions from the federal
securities laws; (iii) register additional annuity contracts under the
federal securities laws, if registration is deemed necessary.  The
undersigned hereby ratifies and confirms all that said attorneys-in-fact
and agents or any of them, or their substitutes, shall do or cause to be
done by virtue thereof.

         As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacity and on
the dates indicated.


SIGNATURE                TITLE                             DATE
---------                -----                             ----

/s/ ELI S. BROAD         President, Chief            September 12, 1997
--------------------     Executive Officer and 
Eli Broad                Chairman of the Board
                         (Principal Executive 
                             Officer)             
                         
/s/ SCOTT L. ROBINSON    Senior Vice President       September 12, 1997
--------------------         and Director
Scott L. Robinson        (Principal Financial 
                               Officer)      



/s/ N. SCOTT GILLIS      Senior Vice President       September 12, 1997
--------------------         and Controller
N. Scott Gillis          (Principal Accounting 
                                Officer)    
                         
/s/ JAMES R. BELARDI           Director              September 12, 1997
--------------------
James R. Belardi         


/s/ LORIN M. FIFE              Director              September 12, 1997
--------------------
Lorin M. Fife            


<PAGE> 41


/s/ JANA W. GREER              Director              September 12, 1997
--------------------
Jana W. Greer            
                         

/s/ SUSAN L. HARRIS            Director              September 12, 1997
--------------------              
Susan L. Harris  


/s/ PETER MCMILLAN             Director              September 12, 1997
--------------------
Peter McMillan           


/s/ JAMES W. ROWAN             Director              September 12, 1997
--------------------
James W. Rowan

                               
/s/ JOSEPH M. TUMBLER          Director              September 12, 1997
--------------------          
Joseph M. Tumbler


/s/ JAY S. WINTROB             Director              September 12, 1997
--------------------
Jay S. Wintrob           

                               
/s/ DAVID W. FERGUSON          Director              September 12, 1997
--------------------          
David W. Ferguson

                               
/s/ THOMAS A. HARNETT          Director              September 12, 1997
--------------------          
Thomas A. Harnett

                               
/s/ MARGERY K. NEALE           Director              September 12, 1997
--------------------          
Margery K. Neale

                               
/s/ LESTER POLLACK             Director              September 12, 1997
--------------------          
Lester Pollack

                               
/s/ RICHARD D. ROHR            Director              September 12, 1997
--------------------          
Richard D. Rohr

<APGE> 42

                                  EXHIBIT INDEX
                                  -------------

Exhibit

(24)                     Powers of Attorney
                         (included on signature page)
[{"type": "S-1", "sequence": "1", "description": "S-1", "secsgml_size_bytes": 123264}]
{"company-data": {"conformed-name": "FIRST SUNAMERICA LIFE INSURANCE CO", "cik": "0000926897", "assigned-sic": "6311", "irs-number": "060992729", "state-of-incorporation": "NY", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-36065", "film-number": "97683386"}, "business-address": {"street1": "1 SUNAMERICA CENTER", "street2": "CENTURY CITY", "city": "LOS ANGELES", "state": "CA", "zip": "90067-6022", "phone": "2125515440"}, "mail-address": {"street1": "733 THIRD AVE", "street2": "4TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10017"}}
1

As filed with the Securities and Exchange Commission on September 22, 1997

                                            Registration No. 333-

------------------------------------------------------------------------

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                               -------------

                                 FORM S-1
                           REGISTRATION STATEMENT
                      UNDER THE SECURITIES ACT OF 1933
                         
                           --------------------

                  FIRST SUNAMERICA LIFE INSURANCE COMPANY
          (Exact name of registrant as specified in its charter)

New York                 6311                              06-0992729
(State or other          (Primary Standard                 (I.R.S. Employer
jurisdiction of          Industrial Classification         Identification No.)
incorporation or         Number)
organization)

                       733 Third Avenue, 4th Floor
                        New York, New York  10017
                             (212) 551-5440
            (Address, including zip code, and telephone number,
                    including area code, or registrant's 
                        principal executive offices)

                          Susan L. Harris, Esquire
                 First SunAmerica Life Insurance Company
                            c/o SunAmerica Inc.
                            1 SunAmerica Center
                   Los Angeles, California  90067-6022
                              (310) 772-6000
(Name, address, including zip code, and telephone number, including area code
                           of agent for service)

                           ---------------------

Title of                          Proposed        Proposed         
Each Class of                     Maximum         Maximum  
Securities       Amount           Offering        Aggregate      Amount of
to be            to be            Price           Offering       Registration
Registered       Registered       Per Unit        Price          Fee
----------       -----------      --------        ---------      ------------
Fixed Annuity
Contract             *               *            $330,000       $100.00

----------------------------------------------------------------------------

         The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), shall determine.
2

                           CROSS REFERENCE SHEET

                  FIRST SUNAMERICA LIFE INSURANCE COMPANY

                     Cross Reference Sheet Pursuant to

                        Regulation S-K, Item 501(b)

Form S-1 Item Number and Caption                  Heading in Prospectus
--------------------------------                  ---------------------

1.       Forepart of the Registration
         Statement and Outside Front
         Cover Page of Prospectus...............  Outside Front Cover Page

2.       Inside Front and Outside Back
         Cover Pages of Prospectus..............  Inside Front Cover

3.       Summary of Information, Risk
         Factors and Ratio of Earnings
         to Fixed Charges.......................  Front Cover; Profile;
                                                  Investment Options

4.       Use of Proceeds........................  The Seasons Variable
                                                  Annuity; Purchasing a
                                                  Seasons Variable Annuity;
                                                  Investment Options; Access
                                                  to Your Money

5.       Determination of Offering Price........  Not Applicable

6.       Dilution...............................  Not Applicable

7.       Selling Security Holders...............  Not Applicable

8.       Plan of Distribution...................  Purchasing a Seasons
                                                  Variable Annuity; Access to
                                                  Your Money

9.       Description of Securities to be
         Registered.............................  The Seasons Variable
                                                  Annuity; Annuity Income
                                                  Options; Investment
                                                  Options; Expenses        

10.      Interests of Named Experts
         and Counsel............................  Not Applicable

11.      Information with Respect to
         the Registrant.........................  Other Information

12.      Disclosure of Commission Position
         on Indemnification for Securities
         Act Liabilities........................  Not Applicable
3

                                [Seasons Logo]

                                   PROFILE

                        _______________________, 1998

This Profile is a summary of some of the more important points you should
know and consider before purchasing the Seasons Variable Annuity. The
sections in this Profile correspond to sections in the accompanying
prospectus which discuss the topics in more detail. The annuity is more
fully described in the prospectus. Please read the prospectus carefully.

THE SEASONS VARIABLE ANNUITY

The Seasons Variable Annuity is a contract between you and First SunAmerica
Life Insurance Company. It is designed to help you save on a tax-deferred
basis and diversify your investments among asset classes and managers to
meet long-term financial goals, such as retirement funding. Tax deferral
means all your money, including the amount you would otherwise pay in
current income taxes, remains in your contract to generate more earnings.
Your money could grow faster than it would in a comparable taxable
investment. 

The Seasons Variable Annuity helps you meet these goals by offering four
variable investment STRATEGIES which are managed by five different
professional investment managers. The value of any portion of your contract
allocated to the STRATEGIES will fluctuate up or down based on the
performance of the STRATEGIES you select, and you may experience a loss.
Six fixed investment options, each for a different length of time and
offering different interest rates that are guaranteed by First SunAmerica,
are also available under the contract. 

The STRATEGIES and fixed investment options are designed to be used
together in order to achieve your desired investment goals. You may put
money into any of the STRATEGIES and/or fixed investment options. You may
transfer between STRATEGIES and/or the fixed investment options four times
per year without charge. 

Like most annuities, the contract has an Accumulation Phase and an Income
Phase. During the Accumulation Phase, you invest money in your contract.
Your earnings are based on the investment performance of the STRATEGY or
STRATEGIES to which your money is allocated and/or the interest rate earned
on the fixed investment options. You may withdraw money from your contract
during the Accumulation Phase. However, as with other tax-deferred
investments, you will pay taxes on earnings and untaxed contributions when
you withdraw them. An IRS tax penalty may apply if you make withdrawals
before age 59 1/2. During the Income Phase, you will receive payments from
your annuity. Your payments may be fixed in dollar amount, vary with
investment performance or be a combination of both, depending on where your
money is allocated. Among other factors, the amount of money you are able
to accumulate in your contract during the Accumulation Phase will determine
the amount of your payments during the Income Phase. 

ANNUITY INCOME OPTIONS

You can select from one of five annuity income options:

         (1)     payments for your lifetime; 
         (2)     payments for your lifetime and your survivor's lifetime; 
         (3)     payments for your lifetime and your survivor's lifetime,
                 but for not less than 10 years; 
         (4)     payments for your lifetime, but for not less than 10 or 20
                 years; and 
         (5)     payments for a specified period of 5 to 30 years. 

You will also need to decide if you want your payments to fluctuate with
investment performance or remain constant, and the date on which your
payments will begin. Once you begin receiving payments, you cannot change
your annuity income option. If your contract is part of a non-qualified
retirement plan (one that is established with after-tax dollars), payments 
during the Income Phase are considered partly a return of your original
investment. The "original investment" part of each
4

payment is not taxable as income. For contracts that are part of a
qualified retirement plan using before-tax dollars, the entire payment is
taxable as income. 

PURCHASING A SEASONS VARIABLE ANNUITY

You can buy a contract through your financial representative, who can also
help you complete the proper forms. For Non-Qualified contracts the minimum
initial investment is $5,000. For Qualified contracts the minimum initial
investment is $2,000. You can add $500 or more to your contract at any time
during the Accumulation Phase. 

INVESTMENT OPTIONS

You can put your money into any one or more of the four multi-manager
variable investment STRATEGIES and/or one or more of the six fixed
investment options. The fixed investment options offer fixed rates of
interest for specified lengths of time. 

Each STRATEGY has a different investment objective and uses an asset
allocation investment approach, investing in a combination of underlying
investment portfolios that in turn invest in a combination of stocks, bonds
and cash in varying degrees to achieve its investment objective. The four
investment STRATEGIES are:

                                   Growth
                               Moderate Growth
                               Balanced Growth
                             Conservative Growth

Each STRATEGY invests in three underlying investment portfolios. The
underlying investment portfolios are managed by the following five
investment managers:

                     Putnam Investment Management, Inc.
                       T. Rowe Price Associates, Inc.
                          Janus Capital Corporation
                      SunAmerica Asset Management Corp.
                     Wellington Management Company, LLP

EXPENSES

Each year we deduct a $30 contract administration fee on your contract
anniversary. We currently waive this fee if your contract value is at least
$50,000. We also deduct insurance charges which amount to 1.40% annually of
the average daily value of your contract allocated to the STRATEGIES. The
insurance charges include Mortality and Expense Risk, 1.25% and
Distribution Expense, .15%. 

There are also investment charges and other expenses if you put money into
the STRATEGIES, which may range from 1.12% to 1.25%. Investment charges may
be more or less than the percentages reflected here. 

If you take money out in excess of the amount allowed for in your contract,
you may be assessed a withdrawal charge that is a percentage of the money
you withdraw. The percentage declines with each year the money is in the
contract as follows: 

         Year 1........7%                 Year 5........4%
         Year 2........6%                 Year 6........3%
         Year 3........6%                 Year 7........2%
         Year 4........5%                 Year 8........0%

Additionally, if you take money out of a multi-year fixed investment option
before the end of the selected period, you may be assessed an adjustment
which could increase or decrease the value of your contract.
5

If you transfer among the STRATEGIES and/or fixed investment options more
than four times per year, you will be charged a $25 dollar transfer fee for
each subsequent transfer.

The following chart is designed to help you understand the charges in your
contract. The column "Total Annual Charges" shows the total of the $30
contract administration charge, the 1.40% insurance charges and the
investment charges for each STRATEGY. We converted the contract
administration charge to a percentage (.10%) using an assumed contract size
of $30,000. The actual impact of this charge on your contract may differ
from this percentage.

The examples assume that you invested $1,000 in a STRATEGY which earns 5%
annually and that you withdrew your money at the end of a 1 year period and
at the end of a 10 year period. For year 1, the total annual charges are
assessed as well as the withdrawal charge. For year 10, the example
reflects the total annual charges but there is no withdrawal charge. The
annual investment related charges reflect the waiver or reimbursement of
expenses by the investment adviser. No premium taxes are reflected. Please
see the Fee Tables in the prospectus for more detailed information
regarding the fees and expenses incurred under the contract.
EXAMPLES
                       Total Annual       Total Annual                      Total            Total
                        Insurance          Investment        Total         Expenses         Expenses
                         Related            Related          Annual        at end of        at end of
STRATEGY                 Charges            Charges          Charges        1 YEAR          10 YEARS
Growth              1.50% (1.40% + .10%)     1.25%           2.75%           $98              $308
Moderate Growth     1.50% (1.40% + .10%)     1.21%           2.71%           $97              $304
Balanced Growth     1.50% (1.40% + .10%)     1.17%           2.67%           $97              $300
Conservative Growth 1.50% (1.40% + .10%)     1.12%           2.62%           $97              $295
TAXES

Unlike taxable investments where earnings are taxed in the year they are
earned, taxes on amounts earned in a Non-Qualified contract (one that is
established with after-tax dollars) are deferred until they are withdrawn.
In a Qualified contract (one that is established with before-tax dollars),
all amounts are taxable when they are withdrawn. 

When you begin taking distributions or withdrawals from your contract,
earnings are considered to be taken out first and will be taxed at your
ordinary income tax rate. You may be subject to a 10% IRS tax penalty for
distributions or withdrawals before age 59 1/2. 

ACCESS TO YOUR MONEY

Withdrawals may be made from your contract in the amount of $1,000 or more.
Each year, you can take out up to 10% of the total amount you invested
without charge. Withdrawals in excess of the 10% will be assessed a
withdrawal charge as described above. If you withdraw your entire contract
value you will not receive the benefit of any free withdrawal amount. After
your money has been in the contract for seven full years, there are no
withdrawal charges on that portion of the money that you have invested for
at least seven full years. Of course, you may also have to pay income tax
and a 10% IRS tax penalty may apply if you are under age 59 1/2.
Additionally, withdrawal charges are not assessed when a death benefit is
paid.

PERFORMANCE

As of the date of the prospectus, the sale of Seasons contracts had not
begun. Therefore, no performance data is presented here.
6

DEATH BENEFIT

If you should die during the Accumulation Phase, your beneficiary will
receive a death benefit. The death benefit is the greater of:

         (1)     the value of your contract, 
         (2)     the money you put in less any withdrawals, or
         (3)     the maximum of the anniversary values prior to your 81st
                 birthday.  The anniversary value is equal to the value of
                 your contract on each contract anniversary less any
                 withdrawals plus any additional money you put in since
                 that anniversary.  

OTHER INFORMATION

Free Look: You may cancel your contract within 10 days of receipt by
mailing it to our Annuity Service Center. Your contract will be treated as
void on the date we receive it and we will pay you an amount equal to the
value of your contract. Its value may be more or less than the money you
initially invested. Thus, the investment risk is borne by you during the
free look period. 

Systematic Withdrawal Program: If selected by you, this program allows you
to receive either monthly, quarterly, semi-annual or annual checks during
the Accumulation Phase. Systematic withdrawals may also be electronically
wired to your bank account. Of course, withdrawals during the Accumulation
Phase may be taxable and a 10% IRS tax penalty may apply if you are under
age 59 1/2. 

Dollar Cost Averaging: If selected by you, this program allows you to
invest gradually into one or more of the STRATEGIES. 

Principal Advantage Program:  If selected by you, this program allows you
to put money in a fixed investment option and one or more STRATEGIES and we
will guarantee that the portion allocated to the fixed investment option
will grow to equal your principal investment when it is allocated in
accordance with the program. 

Automatic Payment Plan:  You can add to your contract directly from your
bank account with as little as $50 per month. 

Confirmations and Quarterly Statements:  You will receive a confirmation of
each transaction within your contract. On a quarterly basis, you will
receive a complete statement of your transactions over the past quarter and
a summary of your account values. 

INQUIRIES

If you have questions about your contract or need to make changes, call
your financial representative or contact us at: 

         First SunAmerica Life Insurance Company
         Annuity Service Center
         P.O. Box 54299
         Los Angeles, California  90054-0299
         800/99NY-SUN

         If money accompanies your correspondence, you should direct it to:

         First SunAmerica Life Insurance Company
         P.O. Box 100357
         Pasadena, California  91189-0357
7

                  ALLOCATED FIXED AND VARIABLE GROUP ANNUITY
                                  issued by
                      FS VARIABLE ANNUITY ACCOUNT FIVE
                                     and
                   FIRST SUNAMERICA LIFE INSURANCE COMPANY

The annuity contract has 10 investment choices - 6 fixed investment options
which offer interest rates guaranteed by First SunAmerica for different
periods of time and 4 variable investment STRATEGIES:

                                   GROWTH
                               MODERATE GROWTH
                               BALANCED GROWTH
                             CONSERVATIVE GROWTH

                which invest in the underlying portfolios of
                            SEASONS SERIES TRUST
                            which is managed by:

                     PUTNAM INVESTMENT MANAGEMENT, INC.
                       T. ROWE PRICE ASSOCIATES, INC.
                          JANUS CAPITAL CORPORATION
                      SUNAMERICA ASSET MANAGEMENT CORP.
                     WELLINGTON MANAGEMENT COMPANY, LLP

You can put your money into any one or all of the STRATEGIES and/or fixed
investment options.

Please read this prospectus carefully before investing and keep it for your
future reference. It contains important information you should know about
the Seasons Variable Annuity. 

To learn more about the annuity offered by this prospectus, you can obtain
a copy of the Statement of Additional Information ("SAI") dated
________________, 1998.  The SAI has been filed with the Securities and
Exchange Commission ("SEC")and is incorporated by reference into this
prospectus. The table of contents of the SAI appears on page 21 of this
prospectus. For a free copy of the SAI, call us at 800/99NY-SUN or write us
at our Annuity Service Center, P.O. Box 54299, Los Angeles, California 
90054-0299. 

ANNUITIES INVOLVE RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL, AND ARE NOT A
DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR ENDORSED BY, ANY BANK. THEY ARE
NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
8

TABLE OF CONTENTS
--------------------------------------------------

Glossary of Terms................................................  3
Seasons Variable Annuity Fee Table...............................  4
         Owner Transaction Expenses............................... 4
         Annual Separate Account Expenses......................... 4
         Investment Portfolio Expenses............................ 4
         Investment Portfolio Expenses by STRATEGY................ 5
Examples.........................................................  5
The Seasons Variable Annuity.....................................  6
Annuity Income Options...........................................  6
         Options.................................................. 7
         Allocation of Annuity Payments........................... 7
         Variable Annuity Payments................................ 7
         Transfers During the Income Phase........................ 8
         Deferment of Payments.................................... 8
Purchasing a Seasons Variable Annuity............................  8
         Allocation of Purchase Payments.......................... 8
         Accumulation Units....................................... 8
         Free Look................................................ 9
Investment Options...............................................  9
         Variable Investment Options: The STRATEGIES.............. 9
         STRATEGY Rebalancing..................................... 12
         Fixed Investment Options................................. 12
         Transfers During the Accumulation Phase.................. 13
         Dollar Cost Averaging Program............................ 14
         Principal Advantage Program.............................. 14
         Voting Rights............................................ 15
         Substitution............................................. 15
Expenses.........................................................  15
         Insurance Charges........................................ 15
         Investment Charges....................................... 16
         Contract Maintenance Fee................................. 16
         Withdrawal Charge........................................ 16
         Transfer Fee............................................. 16
         Income Taxes............................................. 16
         Reduction or Elimination of Certain Charges.............. 17
Taxes............................................................  17
         Annuity Contracts in General............................. 17
         Tax Treatment of Distributions - Non-Qualified Contracts. 17
         Tax Treatment of Distributions - Qualified Contracts..... 17
         Diversification.......................................... 18
         Access to Your Money..................................... 18
         Systematic Withdrawal Program............................ 18
         Suspension of Payments................................... 19
         Minimum Contract Value................................... 19
Performance......................................................  19
Death Benefit....................................................  19
Other Information................................................  20
         First SunAmerica......................................... 20
         The General Account...................................... 20
         The Separate Account..................................... 20
         Legal Proceeding......................................... 21
         Custodian................................................ 21
         Statement of Additional Information...................... 21
         Table of Contents for Statement of Additional Information 21
         Distribution............................................. 21
         Administration........................................... 21
         Other Information about First SunAmerica................. 22
Selected Financial Information...................................  25
Management Discussion and Analysis...............................  26
Independent Accountants..........................................  27
Financial Statements.............................................  27
Report of Independent Accountants................................  28
Appendix A.......................................................  29

                                      2
9

GLOSSARY OF TERMS
--------------------------------------------------

We have capitalized some of the technical terms used in this prospectus. To
help you understand these terms, we have defined them below:

Accumulation Phase - The period during which you invest money in your
contract.

Accumulation Units - A measurement we use to calculate the value of the
variable portion of your contract during the Accumulation Phase.

Annuitant(s) - The person(s) on whose life (lives) we base annuity
payments.

Annuity Date - The date on which annuity payments are to begin, as selected
by you.

Beneficiary(ies) - The person(s) designated to receive any benefits under
the contract if you die.

Income Phase - The period during which we make annuity payments to you.

IRS - The Internal Revenue Service.

Non-Qualified (contract) - A contract purchased with after-tax dollars. In
general, these contracts are not under any pension plan, specially
sponsored program or individual retirement account ("IRA").

Purchase Payments - The money you give us to buy a contract, as well as any
additional money you give us to invest after you own it.

Qualified (contract) - A contract purchased with pre-tax dollars. These
contracts are generally purchased under a pension plan, specially sponsored
program or individual retirement account ("IRA").

STRATEGY(IES) - A sub-account of FS Variable Annuity Account Five that
provides for the variable investment options available under the contract.
Each STRATEGY has its own investment objective and is invested in the
underlying investment portfolios of the Seasons Series Trust.

                                      3
10

SEASONS VARIABLE ANNUITY FEE TABLES
--------------------------------------------------

OWNER TRANSACTION EXPENSES

Withdrawal Charge as a percentage of Purchase Payments:

         Year 1........7%         Year 5........4%
         Year 2........6%         Year 6........3%
         Year 3........6%         Year 7........2%
         Year 4........5%         Year 8........0%

Contract Maintenance Charge.....  $30 each year 
Transfer Fee....................  No charge for first 4 transfers each
                                  year; thereafter, the fee is $25 per 
                                  transfer 

ANNUAL SEPARATE ACCOUNT EXPENSES
(as a percentage of daily net asset value)

Mortality Risk Charge...................  0.90%
Expense Risk Charge.....................  0.35%
Distribution Expense Charge.............  0.15%
                                          -----
  Total Separate Account Expenses.......  1.40%

INVESTMENT PORTFOLIO EXPENSES
(as a percentage of daily net asset value of each investment portfolio
after reimbursement of expenses.)*
MANAGEMENT        OTHER         TOTAL ANNUAL
PORTFOLIO                                     FEE           EXPENSES        EXPENSES
---------                                  ----------      ----------      -----------
Stock                                        .85%             .36%            1.21%
Asset Allocation:Diversified Growth          .85%             .36%            1.21%
Multi-Managed Growth                         .89%             .40%            1.29%
Multi-Managed Moderate Growth                .85%             .36%            1.21%
Multi-Managed Income/Equity                  .81%             .33%            1.14%
Multi-Managed Income                         .77%             .29%            1.06%
* The percentages set forth above are based on estimated amounts for the
current fiscal year.

The Investment Portfolio Expenses table set forth above identifies the
total investment expenses charged by the underlying investment portfolios
of the Seasons Series Trust. Each STRATEGY invests in a combination of
three of these underlying investment portfolios in varying percentages.
When you invest in a STRATEGY, you will incur a portion of these total
investment expenses that corresponds to the percentage of said STRATEGY
invested in the underlying investment portfolio. The total investment
portfolio expenses for each STRATEGY are shown in the next table,
proportionately combined based on how much of each underlying investment
portfolio is allocated to the contract values in the STRATEGY after the
rebalancing described on page 12. However, the actual investment portfolio
expenses incurred by contract owners within a STRATEGY will vary depending
upon the daily net asset value of each investment portfolio in which such
STRATEGY is invested. 

THE ABOVE INVESTMENT PORTFOLIO EXPENSES WERE PROVIDED BY SEASONS SERIES
TRUST. WE HAVE NOT INDEPENDENTLY VERIFIED THE ACCURACY OF THE INFORMATION.

                                      4
11

INVESTMENT PORTFOLIO EXPENSES BY STRATEGY
(based on the total annual expenses of the underlying investment portfolios
reflected above, after reimbursement of expenses)**

                         MANAGEMENT         OTHER          TOTAL ANNUAL
STRATEGY                    FEE            EXPENSES          EXPENSES
--------                 ----------        --------        ------------
Growth                      .87%             .38%              1.25%
Moderate Growth             .85%             .36%              1.21%
Balanced Growth             .83%             .34%              1.17%
Conservative Growth         .80%             .32%              1.12%

** The percentages set forth above are based on estimates for the current
fiscal year.

EXAMPLES

You will pay the following expenses on a $1,000 investment in each STRATEGY,
assuming a 5% annual return on assets and:

         (a) surrender of the contract at the end of the stated time period;
         (b) if the contract is not surrendered or annuitized.

                               TIME PERIODS
STRATEGY                 1 YEAR           3 YEARS
--------                 ------           -------
Growth                   (a) $98          (a) $145
                         (b) $28          (b) $ 85
Moderate Growth          (a) $97          (a) $144
                         (b) $27          (b) $ 84
Balanced Growth          (a) $97          (a) $143
                         (b) $27          (b) $ 83
Conservative Growth      (a) $97          (a) $141
                         (b) $27          (b) $ 81

         Explanation of Fee Tables and Examples

1.       The purpose of the Fee Tables is to show you the various expenses
         you will incur directly and indirectly by investing in the
         contract. The example reflects owner transaction expenses,
         separate account expenses and investment portfolio expenses by
         STRATEGY. 

2.       For certain investment portfolios in which the STRATEGIES invest,
         the adviser, SunAmerica Asset Management Corp., has voluntarily
         agreed to waive fees or reimburse certain expenses, if necessary,
         to keep annual operating expenses at or below the following
         percentages of each investment portfolio's average net assets:
         Stock and Asset Allocation: Diversified Growth Portfolios: 1.21%;
         Multi-Managed Growth: 1.29%; Multi-Managed Moderate Growth: 1.21%;
         Multi-Managed Income/Equity: 1.14%, Multi-Managed Income: 1.06%.
         The adviser also may voluntarily waive or reimburse additional
         amounts to increase an investment portfolio's investment return.
         All waivers and/or reimbursements may be terminated at any time.
         Furthermore, the adviser may recoup any waivers or reimbursements
         within the following two years, provided that the investment
         portfolio is able to make such payment and remain in compliance
         with the foregoing expense limitations. 

3.       The Examples assume that no transfer fees were imposed. Premium
         taxes are not reflected. 

4.       THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
         OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
         THOSE SHOWN. 

AS OF THE DATE OF THIS PROSPECTUS, THE SALE OF SEASONS HAD NOT BEGUN AND
THE STRATEGIES DID NOT HAVE ANY ASSETS. THEREFORE, NO CONDENSED FINANCIAL
INFORMATION IS PRESENTED HERE.

                                      5
12

THE SEASONS VARIABLE ANNUITY 
--------------------------------------------------

An annuity is a contract between you (the owner) and an insurance company.
The contract provides tax deferral for your earnings, as well as a death
benefit and guaranteed income in the form of annuity payments beginning on
a date you select. Until you decide to begin receiving annuity payments,
your annuity is in the Accumulation Phase. Once you begin receiving annuity
payments, your contract switches to the Income Phase. If you die during the
Accumulation Phase, the insurance company guarantees a death benefit to
your Beneficiary. The Seasons Variable Annuity is issued by First
SunAmerica Life Insurance Company ("First SunAmerica"). 

During the Accumulation Phase, the value of your annuity benefits from tax
deferral. This means your earnings accumulate on a tax-deferred basis until
you take money out of your contract. The Income Phase occurs when you begin
to receive annuity payments. You select the date on which annuity payments
are to begin. 

The contract is called a variable annuity because you can choose among four
variable investment STRATEGIES, which invest in underlying investment
portfolios managed by five investment managers. Depending upon market
conditions, you can make or lose money in any of these STRATEGIES. If you
allocate money to the STRATEGIES, the amount of money you are able to
accumulate in your contract during the Accumulation Phase depends upon the
investment performance of the STRATEGIES you select. The amount of the
annuity payments you receive during the Income Phase from the variable
portion of your contract also depends upon the investment performance of
the STRATEGIES you select for the Income Phase. 

The contract also offers six fixed investment options. Your money will earn
interest at the rate guaranteed by First SunAmerica for the period of time
you agree to leave your money in the fixed investment option. We currently
offer fixed investment options for periods of 1, 3, 5, 7 and 10 years and a
1-year DCA account option specifically for the Dollar Cost Averaging
Program. If you allocate money to a fixed investment option, the amount of
money you are able to accumulate in your contract during the Accumulation
Phase depends upon the total interest credited to your contract. An
adjustment to your contract will apply to withdrawals or transfers from the
multi-year fixed investment options prior to the end of the selected
guarantee period. The amount of annuity payments you receive during the
Income Phase from the fixed portion of your contract will remain level for
the entire Income Phase. 

ANNUITY INCOME OPTIONS 
--------------------------------------------------

When you switch to the Income Phase, you will receive regular income
payments under the contract. Annuity payments will be made on a monthly
basis unless you request in writing that payments be made on a quarterly,
semiannual or annual basis. You can choose to have your annuity payments
sent to you by check or electronically wired to your bank. 

You select the date on which annuity payments are to begin, which must be
the first day of a month at least two years after the date your contract is
issued. We call this the Annuity Date. You may change your Annuity Date at
least seven days prior to the date that your payments are to begin.
However, annuity payments must begin by your 90th birthday. If no Annuity
Date is selected, annuity payments will begin on your 90th birthday. It is
possible that the contract would not be treated as an annuity and you may
incur adverse tax consequences if the Annuity Date is past your 85th
birthday,

The Annuitant is the person on whose life annuity payments are based. You
may change the Annuitant at any time prior to the Annuity Date if you are
an individual designated as the owner of the contract. You may also
designate a second person on whose life annuity payments are based. If the
Annuitant dies before the Annuity Date, you must notify us and designate a
new Annuitant. Otherwise, the annuity payments will be based on your life.

If you do not choose an annuity option, annuity payments will be made in
accordance with option 4 (below) for 10 years. If the annuity payments are
for joint lives, then we will make payments in accordance with option 3. We
may pay the annuity in one lump sum if your contract is less than $5,000.
Likewise, if your annuity payments would be less than $50 a month, we have
the right to change the frequency of your payment to be quarterly,
semi-annual or annual so that your annuity payments are at least $50.
Annuity payments will be made to you unless you designate another person to
receive them. In that case, 
                                      6
13

you must notify us in writing at least 30 days before the Annuity Date. You
will remain fully responsible for any taxes related to annuity payments. 

Options
-------

The contract offers 5 annuity income options.  Other annuity income options
may be available in the future.

         Option 1 - Life Income

Under this option, we will make annuity payments as long as the Annuitant
is alive. Annuity payments stop when the Annuitant dies. 

         Option 2 - Joint and Survivor Annuity

Under this option, we will make annuity payments as long as the Annuitant
and a designated second person are alive. Upon the death of either person,
we will continue to make annuity payments so long as the survivor is alive.
You choose the amount of the annuity payments to the survivor, which can be
equal to 100%, 66.66% or 50% of the full amount. Annuity payments stop upon
the death of the survivor. 

         Option 3 - Joint and Survivor Life Annuity with 10 Years 
                    Guaranteed

This option is similar to option 2 above, with the additional guarantee
that payments will be made for at least 10 years. If the Annuitant and
survivor die before all guaranteed payments have been made, the rest will
be made to the Beneficiary.

         Option 4 - Life Annuity with 10 or 20 Years Guaranteed

This option is similar to option 1 above, with the additional guarantee
that payments will be made for at least 10 or 20 years, as selected by you.
Under this option, if the Annuitant dies before all guaranteed payments
have been made, the rest will be made to the Beneficiary.

         Option 5 - Income for a Specified Period

Under this option, we will make annuity payments for any period of time
from 5 to 30 years, as selected by you. However, the period must be for
full 12-month periods. Under this option, if the Annuitant dies before all
guaranteed payments have been made, the rest will be made to the
beneficiary. This option does not contain an element of mortality risk.
Therefore, you will not get the benefit of the mortality component of the
mortality and expense risk charge if this option is selected.

Allocation of Annuity Payments
------------------------------

On the Annuity Date, if your money is invested in a fixed investment
option(s), your annuity payments will be fixed in amount. If your money is
invested in a STRATEGY(IES),  your annuity payments will vary depending on
the investment performance of the STRATEGY(IES) you select. If you have
money in the fixed and variable investment options, your annuity payments
will be based on the respective allocations. You may not convert between
fixed and variable payments once annuity payments begin.

Variable Annuity Payments
-------------------------

If you choose to have any portion of your annuity payments come from the
STRATEGIES,  the dollar amount of your payment will depend upon three
things: (1) the value of your contract in the STRATEGIES on the Annuity
Date, (2) the 3.5% assumed investment rate used in the annuity table for
the contract and (3) the performance of the STRATEGIES you selected. If the
actual performance exceeds the 3.5% assumed rate, your annuity payments
will increase. Similarly, if the actual rate is less than 3.5%, your
annuity payments will decrease. The SAI contains detailed information and
sample calculations.

                                      7
14

Transfers During the Income Phase
---------------------------------

Transfers are subject to the same limitations as transfers during the
Accumulation Phase. (See "Investment Options - Transfers During the
Accumulation Phase"). However, you can only make one transfer each month.
You may not transfer money from the fixed investment options to the
STRATEGIES or from the STRATEGIES to the fixed investment options during
the Income Phase. You may transfer money among the STRATEGIES.

Deferment of Payments
---------------------

We may defer making fixed payments for up to six months, or less if
required by state law. Interest will be credited to you during the deferral
period.

PURCHASING A SEASONS VARIABLE ANNUITY
--------------------------------------------------

A Purchase Payment is the money you give us to buy the contract, as well as
any additional money you give us to invest in the contract after you own
it. You can purchase a Non-Qualified contract with a minimum initial
investment of $5,000 and a Qualified contract with a minimum initial
investment of $2,000. The maximum we accept is $1,000,000 without our prior
approval. Payments in amounts of $500 or more may be added to your contract
at any time during the Accumulation Phase. You can make scheduled
subsequent Purchase Payments of $50 or more per month by enrolling in the
Automatic Payment Plan.

We may refuse any Purchase Payment. In general, we will not issue a
Non-Qualified contract to anyone who is older than age 85.  We also
generally will not issue a Qualified contract to anyone who is age 70 1/2 or
older unless you can show that the minimum distributions required by the
IRS are being made. 

Allocation of Purchase Payments
-------------------------------

When you purchase a contract, you will allocate your Purchase Payment to
one or more of the STRATEGIES and/or the fixed investment options. You
should specify your allocations on the application.  If you make additional
Purchase Payments, we will allocate them the same way as your first
Purchase Payment unless you tell us otherwise.

Once we receive your Purchase Payment and a complete application at our
principal place of business, we will issue your contract and allocate your
first Purchase Payment within two business days. If you do not give us all
the necessary information, we will contact you to obtain it.  If we are
unable to complete this process within five business days, we will either
send back your money or get your permission to keep it until we get all the
necessary information. 

Accumulation Units
------------------

The value of the variable portion of your contract will go up or down
depending upon the investment performance of the STRATEGY(IES) you select.
In order to keep track of the value of your contract, we use a unit of
measure called an Accumulation Unit which works like a share of a mutual
fund. During the Income Phase, we call them Annuity Units.

The value of an Accumulation Unit is determined each day that the New York
Stock Exchange ("NYSE") is open. We calculate an Accumulation Unit for each
STRATEGY after the NYSE closes each day. We do this by:

         (1)     determining the total value of money invested in the
                 particular STRATEGY; 

         (2)     subtracting from that amount any insurance charges and any
                 other charges such as taxes; and 

         (3)     dividing this amount by the number of outstanding
                 Accumulation Units. 

The value of an Accumulation Unit may go up or down from day to day. When
you make a Purchase Payment, we credit 

                                      8
15

your contract with Accumulation Units. The number of Accumulation Units
credited is determined by dividing the amount of the Purchase Payment
allocated to a STRATEGY by the value of the Accumulation Unit for that
STRATEGY. 

         Example: 

         We receive a $25,000 Purchase Payment from you on Wednesday. You
         want your money to be invested in the Moderate Growth STRATEGY. We
         determine that the value of an Accumulation Unit for the Moderate
         Growth STRATEGY is $11.10 when the NYSE closes on Wednesday. We
         then divide $25,000 by $11.10 and credit your contract on
         Wednesday night with 2252.252 Accumulation Units for the Moderate
         Growth STRATEGY.

Free Look
---------

If you change your mind about owning the contract, you can cancel it within
10 days after receiving it by mailing it back to our Annuity Service Center
at P.O. Box 54299, Los Angeles, California 90054-0299. You will receive
back whatever your contract is worth on the day we receive your request.
Its value may be more or less than the money you initially invested. Thus,
the investment risk is borne by you during the free look period.

INVESTMENT OPTIONS
--------------------------------------------------

The contract offers variable investment options that we call STRATEGIES and
fixed investment options. The contract was designed to meet your varying
investment needs over time, a goal that can be achieved by using the
STRATEGIES alone or with the fixed investment options in order to lower the
risk associated with investing only in a variable investment option. 

Variable Investment Options: The STRATEGIES
-------------------------------------------

The contract offers four multi-manager variable investment STRATEGIES, each
with a different investment objective. The STRATEGIES are designed to meet
investment needs that may change over time and may vary considering factors
such as age, goals and risk tolerance. Each STRATEGY is designed to achieve
different levels of growth over time.

Each STRATEGY invests in three of the five underlying investment portfolios
of the Seasons Series Trust. Which three investment portfolios and the
allocation of money among them will vary depending on the objective of the
STRATEGY. 

Seasons Series Trust is managed by SunAmerica Asset Management Corp.
("SAAMCo"), which is affiliated with First SunAmerica. SAAMCo has engaged
sub-advisers to provide investment advice for certain investment
portfolios. 

The Seasons Series Trust serves as an underlying investment for other
variable contracts sold by its affiliate, Anchor National Life Insurance
Company.  Neither First SunAmerica nor the Seasons Series Trust believes
offering shares of the Trust in this manner will be disadvantageous to you. 
We will monitor the Seasons Series Trust for any conflicts that may arise
between contract owners.  Additional information is contained in the
Seasons Series Trust prospectus.

The underlying investment portfolios of the Seasons Series Trust include
the Asset Allocation: Diversified Growth Portfolio, the Stock Portfolio and
the Multi-Managed Growth, Multi-Managed Moderate Growth, Multi-Managed
Income/Equity and Multi-Managed Income Portfolios (the "Multi-Managed
Portfolios"). 

The Asset Allocation: Diversified Growth Portfolio is managed by Putnam
Investment Management, Inc. The Stock Portfolio is managed by T. Rowe Price
Associates, Inc. All of the Multi-Managed Portfolios include the same three
basic investment components: a growth component managed by Janus Capital
Corporation, a balanced component managed by SAAMCo and a fixed income
component managed by Wellington Management Company, LLP. The Growth
STRATEGY and the Moderate Growth STRATEGY also have an aggressive growth
component managed by SAAMCo. The percentage that any one of these
components represents in the Multi-Managed Portfolios varies in accordance
with each STRATEGY's objective. 

                                      9
16

INVESTING. THE PROSPECTUS CONTAINS DETAILED INFORMATION ABOUT THE
INVESTMENT PORTFOLIOS AND IS ATTACHED TO THIS PROSPECTUS. 

Each STRATEGY uses an asset allocation investment approach to achieve its
objective and allocates your money into underlying investment portfolios,
which in turn invest in a combination of stocks, both domestic and
international, bonds and cash. Although the asset mix within each STRATEGY
will vary over time, each STRATEGY has a neutral asset allocation mix,
including a cash component that is maintained in order to reflect the
anticipated cash holdings required to rebalance each STRATEGY, as reflected
on the following pages. Additionally, after the quarterly rebalancing
described on page 12, the contract value within each STRATEGY will be
allocated to the various underlying investment portfolios in the
percentages identified on the following pages. 

                                   GROWTH

Goal: Long-term growth of capital, allocating its assets primarily to
stocks. This STRATEGY may be best suited for those with longer periods to
invest.

                              (pie chart)

                         Stock            80%
                         Bonds            15%
                         Cash              5%

                            UNDERLYING INVESTMENT
                            PORTFOLIOS & MANAGERS

         Asset Allocation: Diversified Growth Portfolio    25%
           Managed by Putnam Investment Management, Inc.   
         
         Stock Portfolio                                   25%
           Managed by T. Rowe Price Associates, Inc.       

         Multi-Managed Growth Portfolio                    50%
           Managed by:
             Janus Capital Corporation
             SunAmerica Asset Management Corp.
             Wellington Management Company, LLP   

                                     10
17

                                MODERATE GROWTH

Goal: Growth of capital through investments in equities, with a secondary
objective of conservation of principal by allocating more of its assets to
bonds than the Growth STRATEGY. This STRATEGY may be best suited for those
nearing retirement years but still earning income.

                               (pie chart)

                         Stocks           70%
                         Bonds            25%
                         Cash              5%

                            UNDERLYING INVESTMENT
                            PORTFOLIOS & MANAGERS

         Asset Allocation: Diversified Growth Portfolio    25%
           Managed by Putnam Investment Management, Inc.

         Stock Portfolio                                   20%
           Managed by T. Rowe Price Associates, Inc.

         Multi-Managed Moderate Growth Portfolio           55%
           Managed by:
             Janus Capital Corporation
             SunAmerica Asset Management Corp.
             Wellington Management Company, LLP

                               BALANCED GROWTH

Goal: Focuses on conservation of principal by investing in a more balanced
weighting of stocks and bonds, with a secondary objective of seeking a high
total return. This STRATEGY may be best suited for those approaching
retirement and with less tolerance for investment risk.

                               (pie chart)

                         Stocks           55%
                         Bonds            40%
                         Cash              5%

                            UNDERLYING INVESTMENT
                            PORTFOLIOS & MANAGERS

         Asset Allocation: Diversified Growth Portfolio    25%
           Managed by Putnam Investment Management, Inc.

         Stock Portfolio                                   20%
           Managed by T. Rowe Price Associates, Inc.

         Multi-Managed Income/Equity Portfolio             55%
           Managed by:
             Janus Capital Corporation
             SunAmerica Asset Management Corp.
             Wellington Management Company, LLP

                                     11
18

                              CONSERVATIVE GROWTH

Goal: Capital preservation while maintaining some potential for growth over
the long term. This STRATEGY may be best suited for those with lower
investment risk tolerance.

                               (pie chart)

                         Stocks           53%
                         Bonds            42%
                         Cash              5%

                            UNDERLYING INVESTMENT
                            PORTFOLIOS & MANAGERS

         Asset Allocation: Diversified Growth Portfolio    25%
           Managed by Putnam Investment Management, Inc.

         Stock Portfolio                                   15%
           Managed by T. Rowe Price Associates, Inc.

         Multi-Managed Income Portfolio                    60%
           Managed by:
             Janus Capital Corporation
             SunAmerica Asset Management Corp.
             Wellington Management Company, LLP

STRATEGY Rebalancing
--------------------

Each STRATEGY is designed to meet its investment objective by allocating a
portion of your money to three different investment portfolios. In order to
maintain the mix of investment portfolios consistent with each STRATEGY's
objective, each STRATEGY within your contract will be rebalanced such that
on the first business day of each quarter (or as close to such date as is
administratively practicable) it will be allocated among the various
investment portfolios according to the percentages set forth above.
Additionally, within each Multi-Managed Portfolio, your money will be
rebalanced among the various components. First SunAmerica also reserves the
right to rebalance any STRATEGY more frequently if deemed necessary and in
no event adverse to the interests of contract owners invested in such
STRATEGY.  Rebalancing a STRATEGY may involve shifting a portion of assets
out of portfolios with higher returns into portfolios with relatively lower
returns.

Fixed Investment Options
------------------------

The contract also offers 6 fixed investment options. First SunAmerica will
guarantee the interest rate earned on money you allocate to any of these
fixed investment options. We currently offer fixed investment options for
periods of 1, 3, 5, 7 and 10 years and a 1-year DCA account option for
contract owners participating in the Dollar Cost Averaging Program.
Interest rates will differ from time to time due to changes in market
conditions but will not be less than 3%. The interest rates offered for a
specified period for new Purchase Payments may differ from the interest
rates offered for money already invested in the fixed investment option.
Once an interest rate is established, it will not change during the
specified period.  The interest rates are set at First SunAmerica's sole
discretion. 

If you have money allocated to the 1, 3, 5, 7 or 10 year fixed investment
options, you can renew for another 1, 3, 5, 7 or 10 year period or put your
money into one or more of the STRATEGIES after the end of the period.
Unless you specify otherwise before the end of the period, we will keep
your money in the fixed investment option for the same period you
previously selected.  You will receive the interest rate then in effect. 

The 1-year fixed investment option and the 1-year DCA account are not
registered under the Securities Act of 1933 and are 

                                     12
19

not subject to other provisions of the Investment Company Act of 1940.

         Market Value Adjustment
         -----------------------

NOTE: THE FOLLOWING DISCUSSION APPLIES TO THE 3, 5, 7 AND 10 YEAR FIXED
INVESTMENT OPTIONS ONLY AND DOES NOT APPLY TO WITHDRAWALS TO PAY A DEATH
BENEFIT OR CONTRACT FEES AND CHARGES. 

If you take money out of a multi-year fixed investment option (whether by
withdrawal, transfer or annuitization) before the end of the specified
period, we will make an adjustment to the value of your contract. This
adjustment, called a "market value adjustment," can decrease the value of
your contract or increase the amount of money you take out. The market
value adjustment reflects the differing interest rate environments between
the time you put your money into the fixed investment option and the time
you take your money out of the fixed investment option. You may withdraw
your money within 30 days following the end of a specified period without
incurring a market value adjustment. We will also waive the market value
adjustment for payment of the death benefit, amounts withdrawn to pay
charges and fees and annuity payments made by virtue of your turning age
90.

We calculate the market value adjustment by comparing the interest rate you
received on the money you put into the fixed account against the interest
rate we are currently offering to contract owners for the period of time
remaining in the specified period. If we do not offer an interest rate for
that period, the interest rate will be determined by linear interpolation
between interest rates for the two nearest periods that are available. 

Generally, if interest rates have dropped between the time you put your
money into the fixed account and the time you take it out, there will be a
positive adjustment to the value of your contract. Conversely, if interest
rates have increased between the time you put your money into the fixed
account and the time you take it out, there will be a negative adjustment
to the value of your contract. 

If the market value adjustment is negative, it will be assessed first
against any remaining money allocated to the fixed investment option and
then against the money you take out of the fixed account. If the market
value adjustment is positive, it will be added to the amount you take out
of the fixed account. 

Appendix A provides more information about how we calculate the market
value adjustment and gives some examples of the impact of the adjustment. 

Transfers During the Accumulation Phase
---------------------------------------

You can transfer money among the STRATEGIES and the fixed investment
options by written request or by telephone. Although you may transfer money
out of the 1-year DCA Account, you may not transfer money into the 1-year
DCA Account from any STRATEGY or any fixed investment option. You can make
four transfers every year without charge. We measure a year from the
anniversary of the day we issued your contract. If you make more than four
transfers in a year, there is a $25 transfer fee for each transfer
thereafter. 

The minimum amount you can transfer is $500.  You cannot make a partial
transfer if the value of the STRATEGY from which the transfer is being made
would be less than $500 after the transfer. Your request for transfer must
clearly state which STRATEGY(IES) and/or fixed investment option(s) are
involved and the amount. We will accept transfers by telephone unless you
specify otherwise on your contract application. We have in place procedures
to provide reasonable assurance that instructions given to us by telephone
are genuine. Thus, we disclaim all liability for any claim, loss or expense
from any error. If we fail to use such procedures, we may be liable for any
losses due to unauthorized or fraudulent instructions. 

We reserve the right to modify, suspend or terminate the transfer
privileges at any time. 

                                     13
20

Dollar Cost Averaging Program
------------------------------

The Dollar Cost Averaging Program allows you to systematically transfer a
set amount or percentage from any STRATEGY or the 1-year fixed investment
option to any another STRATEGY(IES). You can also select to transfer the
entire value in a STRATEGY or the 1-year fixed investment option in a
stated number of transfers. Transfers may be on a monthly or quarterly
basis. You can change the amount or frequency at any time by notifying us
in writing.  The minimum amount that can be transferred is $500.

When you make either your initial Purchase Payment or a subsequent Purchase
Payment and want to participate in the Dollar Cost Averaging Program with
that money, you may also use the 1-year DCA account. You cannot transfer
money from a STRATEGY or other fixed investment options into the 1-year DCA
Account. When the 1-year DCA account is used, all of your money in the
account will be transferred to the STRATEGY(IES) you select in either 12 or
4 transfers by the end of the 1-year period, depending on the frequency you
select. Once selected, you cannot change the amount or frequency.  

The interest rate offered for the 1-year DCA account may be different from
the interest rate offered to contract owners using the 1-year fixed
investment option for this program.  If you terminate this program and are
dollar cost averaging from the 1-year DCA account, any money remaining in
the 1-year DCA account will be automatically transferred to the 1-year
fixed investment option and earn the interest rate then in effect for that
investment option unless you specify otherwise.

By allocating amounts on a regular schedule as opposed to allocating the
total amount at one particular time, you may be less susceptible to the
impact of market fluctuations. However, there is no assurance that you will
earn a greater profit. You are still subject to loss in a declining market.
Dollar cost averaging involves continuous investment in securities
regardless of fluctuating price levels. You should consider your financial
ability to continue to invest through periods of low prices. 

Transfers under this program are not counted against your 4 free transfers
per year. In addition, any transfer to the 1-year fixed investment option
upon termination of this program will not be counted against your 4 free
transfers.  We reserve the right to modify, suspend or terminate this
program at any time. 

         Example:

         Assume that you want to gradually move $750 each quarter from the
         Growth STRATEGY to the Moderate Growth STRATEGY over six quarters.
         You set up dollar cost averaging and purchase Accumulation Units
         at the following values:

            Quarter      Accumulation Unit        Units Purchased
            -------      -----------------        ---------------
               1               $ 7.50                   100
               2               $ 5.00                   150
               3               $10.00                    75
               4               $ 7.50                   100
               5               $ 5.00                   150
               6               $ 7.50                   100
         
         You paid an average price of only $6.67 per Accumulation Unit over
         the six quarters, while the average market price actually was
         $7.08.  By investing an equal amount of money each month, you
         automatically buy more Accumulation Units when the market price is
         low and fewer Accumulation Units when the market price is high.

Principal Advantage Program
---------------------------

The Principal Advantage Program allows you to allocate Purchase Payments to
a fixed investment option and one or more STRATEGIES without any market
risk to your principal. You decide how much you want to invest and when you
would like a return of your principal. We will calculate how much of your
Purchase Payment needs to be allocated to the 1, 3, 5, 7 or 10 year fixed
investment options to ensure that this money will grow to equal the full
amount of your Purchase Payment by the end of the selected period. The rest
of your Purchase Payment may then invested in the STRATEGIES where it has
the potential to achieve greater growth. 

                                     14
21

We reserve the right to modify, suspend or terminate this program at any
time. 

         Example:

         Assume that you want to allocate a portion of your initial
         Purchase Payment of $100,000 to the fixed investment option.  You
         want the amount allocated to the fixed investment option to grow
         to $100,000 in 7 years.  If the 7-year fixed investment option is
         offering a 7% interest rate, we will allocate $62,275 to the 7-
         year fixed investment option to ensure that this amount will grow
         to $100,000 at the end of the 7-year period.  The remaining
         $37,725 may be allocated among to the STRATEGIES, as determined by
         you, to provide opportunity for greater growth.

Voting Rights
-------------

First SunAmerica is the legal owner of the shares of the Seasons Series
Trust.  However, when the underlying investment portfolios of the Seasons
Series Trust solicit proxies in conjunction with a vote of shareholders, we
are required to obtain from you instructions as to how to vote those
shares.  When we receive those instructions, we will vote all of the shares
we own in proportion to those instructions.  This will also include any
shares that we own on our behalf.  Should we determine that we are no
longer required to comply with the above, we will vote the shares in our
own right.

Substitution
------------

If any of the STRATEGIES you selected are no longer available, we may be
required to substitute shares of another STRATEGY. We will seek any
required prior approval of the SEC and give you notice before doing this.

EXPENSES 
--------------------------------------------------

There are charges and other expenses associated with the contract that will
reduce your investment return. These charges and deductions are described
below. 

Insurance Charges
-----------------

Each day, we make a deduction for our insurance charges from amounts
allocated to the STRATEGIES. This is done as part of our calculation of the
values of the Accumulation Units during the Accumulation Phase and the
Annuity Units during the Income Phase. The insurance charges consist of the
mortality and expense risk and the distribution expense charge. 

         Mortality and Expense Risk Charge
         ---------------------------------

This charge is equal, on an annual basis, to 1.25% of the daily value of
the contract invested in a STRATEGY. This charge is for our obligation to
make annuity payments, to provide a death benefit and for assuming the risk
that the current charges will be insufficient in the future to cover the
cost of administering the contract. Approximately .90% is for mortality
risks and .35% is for expense risks. 

If the charges under the contract are not sufficient, we will bear the
loss. We will not increase this charge. We may use any profits from this
charge to pay for the costs of distributing the contract.

         Distribution Expense Charge
         ---------------------------

This charge is equal, on an annual basis, to .15% of the daily value of the
contract invested in a STRATEGY. This charge is for all expenses associated
with the distribution of the contract. These expenses include preparing the
contract, confirmations and statements, providing sales support, and
maintaining contract records. If this charge is not enough to cover the
costs of distributing the contract, we will bear the loss.

                                     15
22

Investment Charges
------------------

If you have money allocated to the STRATEGIES, there are deductions from
and expenses paid out of the assets of the various underlying investment
portfolios. These investment charges are summarized in the Fee Tables. For
more detailed information, you should refer to the Seasons Series Trust
prospectus.

Contract Maintenance Fee
------------------------

During the Accumulation Phase, we will deduct a $30 contract maintenance
fee from your contract on each contract anniversary. This fee is for
expenses incurred to establish and maintain your contract. This fee cannot
be increased. If you make a complete withdrawal from your contract, the
entire contract maintenance charge will be deducted prior to the
withdrawal. 

We will not deduct the contract maintenance fee if the value of your
contract is $50,000 or more when the deduction is to be made. We may
discontinue this practice at any time.

Withdrawal Charge
-----------------

Withdrawals in excess of your free withdrawal amount, as described in more
detail under "Access To Your Money, " will be assessed a withdrawal charge. 
You will not receive the benefit of any free withdrawal amount if you
withdraw your entire contract value.

We keep track of each Purchase Payment and assess a charge based on the
length of time a Purchase Payment is in your contract before it is
withdrawn.  After a Purchase Payment is in your contract for seven years,
no withdrawal charges are assessed on withdrawals of the Purchase Payment.

The withdrawal charge is assessed as a percentage of the Purchase Payment
you withdraw, which declines each year the Purchase Payment is in the
contract as follows: 

         Year 1........7%         Year 5........4%
         Year 2........6%         Year 6........3%
         Year 3........6%         Year 7........2%
         Year 4........5%         Year 8........0%

If the withdrawal is for only part of the contract, we will deduct the
withdrawal charge from the remaining value in your contract. For purposes
of calculating the withdrawal charge, we treat withdrawals as coming from
the oldest purchase Payment first.  However, for tax purposes, earnings are
considered withdrawn first.

We will not assess any withdrawal charges for money withdrawn to pay
contract charges, a death benefit or for annuity payments during the Income
Phase. 

The withdrawal charge is intended to cover the actual costs of
distribution.  If the charges are not sufficient, First SunAmerica may use
any of its corporate assets to make up any difference.

Transfer Fee
------------

You can make 4 free transfers each year.  We measure a year from the day we
issue your contract.  If you make more than 4 transfers a year, we will
deduct a $25 transfer fee on each subsequent transfer. The transfer fee
will be deducted from the STRATEGY or fixed investment option from which
the transfer is requested.

Income Taxes
------------

Although we do not currently deduct any income taxes borne under your
contract, we reserve the right to do so in the future.

                                     16
23

Reduction or Elimination of Certain Charges

We will reduce or eliminate the amount of certain insurance charges when
the contract is sold to groups of individuals under circumstances which
reduce its sales and administrations expenses. We will determine the
eligibility of such groups by considering the following factors: (1) the
size of the group; (2) the total amount of Purchase Payments we expect to
receive from the group; (3) the nature of the purchase and the persistency
we expect in that group; (4) the purpose of the purchase and whether that
purpose makes it likely that expenses will be reduced; and (5) any other
circumstances which we believe to be relevant in determining whether
reduced sales expenses may be expected.

TAXES 
--------------------------------------------------

NOTE: WE HAVE  PREPARED THE FOLLOWING INFORMATION ON TAXES AS A GENERAL
DISCUSSION OF THE SUBJECT. IT IS NOT INTENDED AS TAX ADVICE. YOU ARE
CAUTIONED TO SEEK COMPETENT TAX ADVICE ABOUT YOUR OWN CIRCUMSTANCES. WE DO
NOT GUARANTEE THE TAX STATUS OF THE ANNUITY. 

Annuity Contracts in General
----------------------------

The Internal Revenue Code ("IRC") provides for special rules regarding the
tax treatment of annuity contracts. Generally, you will not be taxed on the
earnings on the money held in your annuity contract until you take the
money out. Different rules apply depending on how you take the money out
and whether your contract is Qualified or Non-Qualified.

If you do not purchase your contract under a pension plan, specially
sponsored program or an individual retirement account, your contract is
referred to as a Non-Qualified contract and receives different tax
treatment than a Qualified contract. In general, your cost basis in a
Non-Qualified contract is equal to the Purchase Payments you put into the
contract. You have already been taxed on the cost basis in your contract. 

If you purchase your contract under a pension plan, specially sponsored
program or as an individual retirement account, your contract is referred
to as a Qualified contract. Examples of Qualified plans are: Individual
Retirement Annuities, Tax-sheltered Annuities (referred to as
403(b) contracts), H.R. 10 Plans (referred to as Keogh Plans) and pension
and profit sharing plans, including 401(k) plans. Typically you have not
paid any tax on the Purchase Payments used to buy your contract and
therefore you have no cost basis in your contract. 

Tax Treatment of Distributions - Non-Qualified Contracts
--------------------------------------------------------

If you make a withdrawal from your contract, the IRC treats such a
withdrawal as first coming from the earnings and then as coming from your
Purchase Payments. For annuity payments, a portion of each payment is
considered a return of your Purchase Payment and will not be taxed.
Withdrawn earnings are treated as income to you and are taxable. The IRC
further provides for a 10% tax penalty on any earnings that are withdrawn
other than in conjunction with the following circumstances: (1) after you
reach age 59 1/2; (2) after you die; (3) after you become disabled (as
described in the IRC); (4) in a series of substantially equal installments
made for the life of the taxpayer or for the joint lives of the taxpayer
and his or her Beneficiary; (5) under an immediate annuity; or (6) which
come from Purchase Payments made prior to August 14, 1982.

Tax Treatment of Distributions - Qualified Contracts
----------------------------------------------------

Generally, you have not paid any taxes on the Purchase Payments used to buy
a Qualified contract or on any earnings and therefore any amount you take
out as a withdrawal or as annuity payments will be taxable income. The IRC
further provides for a 10% tax penalty on any withdrawal or annuitization
other than in conjunction with the following circumstances: (1) after
reaching age 59 1/2; (2) after you die; (3) after you become disabled (as
defined in the IRC); (4) in a series of substantially equal installments
made for the life of the taxpayer or for the joint lives of the taxpayer
and his or her Beneficiary; and, except in the case of an IRA as to the
following (5) after you separate from service after attaining age 55;
(6) to the extent such withdrawals do not exceed limitations set by the IRC
for amounts paid during the taxable year for 

                                     17
24

medical care; and (7) paid to an alternate payee pursuant to a qualified
domestic relations order.

The IRC limits the withdrawal of Purchase Payments made by owners from
certain Tax-sheltered Annuities. Withdrawals can only be made when an
owner: (1) reaches age 59 1/2; (2) leaves his or her job; (3) dies;
(4) becomes disabled (as defined in the IRC); or (5) in the case of
hardship. In the case of hardship, the owner can only withdraw Purchase
Payments and not any earnings. 

Diversification
---------------

The IRC imposes certain diversification requirements on the underlying
investments for a variable annuity in order to be treated as a variable
annuity for tax purposes. We believe that the underlying investment
portfolios are being managed so as to comply with these requirements.

Neither the IRC nor any guidelines issued in conjunction with the IRC
provide guidance regarding when you, because of the degree of control you
exercise over the way your money is invested, and not First SunAmerica,
would be considered the owner of the shares of the underlying investment
portfolios. It is unknown to what extent the ability to select investments,
make transfers among STRATEGIES or choose from a wide selection of
investment options will ultimately impact this issue. If guidance is
provided, generally it would be applied prospectively. However, if such
guidance is not considered a new position, it may be applied retroactively.

Due to the uncertainty is this area, we reserve the right to modify the
contract in an attempt to maintain favorable tax treatment. 

ACCESS TO YOUR MONEY 
--------------------------------------------------

Under your contract, you can access your money in the following ways: (1)
by making a withdrawal, either for a part of the value of your contract or
for the entire value of your contract during the Accumulation Phase; (2) by
receiving annuity payments during the Income Phase; and (3) when a death
benefit is paid to your Beneficiary.

Generally, withdrawals are subject to a withdrawal charge, a market value
adjustment if the money withdrawn comes from a multi-year fixed investment
option before the end of the specified period and, if you withdraw your
full contract value, premium taxes and a contract maintenance charge. (See
" Expenses" for more complete information).

Your contract provides for a free withdrawal amount. Each contract year,
you may withdraw free of a withdrawal charge up to 10% of your total
Purchase Payments which are still subject to a withdrawal charge. For
purposes of calculating any applicable withdrawal charge, amounts withdrawn
from your contract will come first from the free withdrawal, then from
Purchase Payments no longer subject to a withdrawal charge which have not
previously been withdrawn, then from Purchase Payments subject to a
withdrawal charge which have not previously been withdrawn and last from
remaining earnings. You will not receive the benefit of any free withdrawal
amounts if you make a complete withdrawal of your contract.

If you make a complete withdrawal you will receive the value of your
contract, less any applicable fees, charges and market value adjustments,
as calculated on the day following receipt by us at our principal place of
business of a complete withdrawal request. Your contract must be submitted
as well. 

Under most circumstances, partial withdrawals must be for a minimum of
$1,000. We require that the value left in any STRATEGY or fixed investment
option be at least $500 after a withdrawal. Unless you provide us with
different instructions, partial withdrawals will be made pro rata from each
STRATEGY and fixed investment option in which your contract is invested.
You must send a written withdrawal request to us prior to any withdrawal
being made. 

Systematic Withdrawal Program
-----------------------------

This program allows you to receive either monthly, quarterly, semi-annual
or annual checks during the Accumulation Phase. You can also choose to have
systematic withdrawals electronically wired to your bank account. Any
withdrawals you make 
                                     18
25

using this program count against your free withdrawal amount as described
above. The minimum amount of each withdrawal is $250. Withdrawals may be
taxable and a 10% IRS tax penalty may apply if you are under age 59 1/2.
There is no charge for participating in this program.

This program is not available to everyone, so please check with our Annuity
Service Center, which can provide the necessary enrollment forms. We
reserve the right to modify, suspend or terminate this program at any time.

WITHDRAWAL CHARGES, MARKET VALUE ADJUSTMENTS, INCOME TAXES, TAX PENALTIES
AND CERTAIN RESTRICTIONS MAY APPLY TO ANY WITHDRAWAL YOU MAKE.

Suspension of Payments
----------------------

We may be required to suspend or postpone the payment of a withdrawal for
any period of time when: (1) the NYSE is closed (other than a customary
weekend and holiday closings); (2) trading on the NYSE is restricted; (3)
an emergency exists such that disposal of or determination of the value of
shares of the underlying investment portfolios is not reasonably
practicable; (4) the SEC, by order, so permits for the protection of
contract owners.

Additionally, we reserve the right to defer payments for a withdrawal from
the fixed investment options for the period permitted by law but not for
more than six months.

Minimum Contract Value
----------------------

If permitted by state law, we may terminate your contract if it is less
than $500 as a result of withdrawals and no Purchase Payments have been
made during the past three years. We will provide you with sixty days
written notice and distribute the contract's remaining value to you.

PERFORMANCE 
--------------------------------------------------

From time to time we will advertise the performance of the STRATEGIES. Any
such performance results are based on historical earnings and are not
intended to indicate future performance. 

For each STRATEGY we will show performance against a comparison index which
is made up of the S&P 500 Index, the Lehman Brothers Corporate/Government
Index and the Lipper Money Market Average. The comparison index will blend 
the referenced indices in proportion to the stocks, bonds and cash
allocations within each STRATEGY as indicated on pages 10 to 12 of this
prospectus. 

Additionally, we may show performance of each STRATEGY in comparison to
various appropriate indexes and the performance of other similar variable
annuity products with similar objectives as reported by such independent
reporting services as Morningstar, Inc., Lipper Analytical Services, Inc.
and Variable Annuity Reporting Data Service. 

Please see the SAI for additional information regarding the methods used to
calculate performance data. 

DEATH BENEFIT 
--------------------------------------------------

If you should die during the Accumulation Phase of your contract, we will
pay a death benefit to your Beneficiary.  The death benefit is the greater
of:

         (1)     the value of your contract at the time we receive
                 adequate proof of death,

         (2)     total Purchase Payments less any withdrawals, or

         (3)     the maximum of the anniversary values prior to your 81st
                 birthday.  The anniversary value is equal to 

                                     19
26

                 the value of your contract on each contract anniversary
                 less any withdrawals plus any additional Purchase
                 Payments since that anniversary.

The death benefit is not paid after you switch to the Income Phase.  During
the Income Phase, your Beneficiary(ies) will receive any remaining
guaranteed annuity payments in accordance with the annuity option you
choose.

You select the Beneficiary(ies) to receive any amounts payable on death. 
You may change the Beneficiary at any time, unless you previously made an
irrevocable Beneficiary designation.  A new Beneficiary designation is not
effective until we record the change.

The death benefit is immediately payable under the contract.  However, in
any event, the entire death benefit must be paid within five years of the
date of death unless the Beneficiary elects to have it payable in the form
of an annuity.  If the Beneficiary elects an annuity option, it must be
paid over the Beneficiary's lifetime or for a period not extending beyond
the Beneficiary's life expectancy.  If the Beneficiary is the spouse of the
owner, he or she can elect to continue the contract at the then current
value, in which case he or she will not receive the death benefit.

The death benefit will be paid out when we receive adequate proof of death:
(1) a certified copy of a death certificate; (2) a certified copy of a
decree of court of competent jurisdiction as to the finding of death; (3) a
written statement by a medical doctor who attended the deceased at the time
of death; or (4) any other proof satisfactory to us.  We may also require
additional documentation or proof in order for the death benefit to be
paid.  If the Beneficiary does not make a specific election within sixty
days of our receipt of such proof of death, the death benefit will be paid
in a lump sum.

OTHER INFORMATION 

First SunAmerica
----------------

First SunAmerica is a stock life insurance company organized under the laws
of the state of New York.  Its business address is 733 Third Avenue, 4th
Floor, New York, New York 10017.  First SunAmerica is an indirect wholly
owned subsidiary of SunAmerica Inc., a Maryland corporation.

First SunAmerica and its affiliates, SunAmerica Life Insurance Company,
Anchor National Life Insurance Company, CalAmerica Life Insurance Company,
SunAmerica Asset Management Corp., Imperial Premium Finance, Inc.,
Resources Trust Company and four broker-dealers, offer a full line of
financial services, including fixed and variable annuities, mutual funds,
premium finance and trust administration services. First SunAmerica is
licensed to do business in the states of New York, Nebraska and New Mexico.

The General Account
-------------------

If you put your money into a fixed investment option it goes into First
SunAmerica's general account. The general account is made up of all of
First SunAmerica's assets other than assets attributable to a separate
account. All of the assets in the general account are chargeable with the
claims of any First SunAmerica contract holder, as well as all creditors.
The general account is invested in assets permitted by state insurance law.

The Separate Account
--------------------

First SunAmerica established a separate account, FS Variable Annuity
Account Five under New York law on August 1, 1997.  The separate account is
registered with the SEC as a unit investment trust under the Investment
Company Act of 1940. 

First SunAmerica owns the assets in the separate account. However, the
assets in the separate account are not chargeable with liabilities arising
out of any other business First SunAmerica may conduct. Income, gains and
losses (realized and unrealized) resulting from the assets in the separate
account are credited to or charged against the separate account. 

                                     20
27

Legal Proceedings
-----------------

There are no pending legal proceedings affecting the separate account.
First SunAmerica and its subsidiaries are engaged in various kinds of
routine litigation which, in management's judgment, are not of material
importance to their respective total assets or material with respect to the
separate account. 

Custodian
---------

State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, serves as the custodian of the assets of the separate
account. First SunAmerica pays State Street Bank for services based on a
schedule of fees. 

Statement of Additional Information
-----------------------------------

Additional information concerning the operations of the separate account is
contained in a SAI which is available without charge. You may obtain a copy
of the SAI by calling us at 800/99NY-SUN or writing us at our Annuity
Service Center, P.O. Box 54299, Los Angeles, California  90054-0299. The
separate account has not yet begun operations and, therefore, no financial
statements are available. 

Table of Contents for the Statement of Additional Information
-------------------------------------------------------------

                                                                  Page
         Separate Account......................................... 3
         General Account.......................................... 3
         Performance Date......................................... 4
         Annuity Payments......................................... 5
         Annuity Unit Values...................................... 5
         Taxes.................................................... 8
         Distribution of Contracts................................ 11
         Financial Statements....................................  12

Distribution
------------

The contract is sold through registered representatives of broker-dealers.
We pay commissions to registered representatives for the sale of contracts.
Commissions are not expected to exceed 6.5% of your Purchase Payment. Under
some circumstances we pay a persistency bonus in addition to standard
commissions. Usually the standard commission is lower when we pay a
persistency bonus, which is not anticipated to exceed .65% annually.
Commissions paid to registered representatives are not directly deducted
from your Purchase Payment.

SunAmerica Capital Services, Inc., 733 Third Avenue, 4th Floor, New York,
New York, 10017, acts as the distributor of the contracts. SunAmerica
Capital Services, Inc., an affiliate of First SunAmerica, is registered as
a broker-dealer under the Exchange Act of 1934 and is a member of the
National Association of Securities Dealers, Inc.

Administration
--------------

We are responsible for all the administrative servicing of your contract.
Please contact First SunAmerica's Annuity Service Center at the telephone
number and address provided in the Profile of this prospectus if you have
any comment, question or service request.

We will send out transaction confirmations and quarterly statements. Please
review these documents carefully and notify us of any questions
immediately. We will investigate all questions and, to the extent we have
made an error, we will retroactively adjust your contract provided you have
notified us within 30 days of receiving the transaction confirmation or
quarterly statement, as applicable. All other adjustments will be made as
of the time we receive notice of the error. 

                                     21
28

Other Information about First SunAmerica
----------------------------------------

First SunAmerica is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith
files reports and other information with the SEC. Such reports and other
information filed by the Company can be inspected and copied; and copies
can be obtained at the public reference facilities of the SEC at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, or at the regional offices
in Chicago and New York. The addresses of these regional offices are as
follows: 500 West Madison Street, Chicago, Illinois 60661, and 7 World
Trade Center, 13th Floor, New York, New York 10048. Copies of such material
also can be obtained by mail from the Public Reference Section of the SEC
at 450 Fifth Street, N.W., Washington D.C. 20549, upon payment of the fees
prescribed by the rules and regulations of the SEC at prescribed rates.

Registration statements have been filed with the SEC, Washington, D.C.,
under the Securities Act of 1933 as amended, with respect to the contracts
offered by this prospectus. This prospectus does not contain all the
information set forth in the registration statements and the exhibits filed
as part of the registration statements, to all of which reference is hereby
made. Reference should be made to such registration statement and exhibits
for further information concerning the separate account, First SunAmerica
and its general account, the STRATEGIES and the contract. 

         Properties
         ----------

First SunAmerica's principal office is leased at 1 SunAmerica Center, Los
Angeles, California, 90067-6022. We also lease office space in Torrance,
California which is utilized for certain recordkeeping and data processing
functions. First SunAmerica's broker-dealer and asset management
subsidiaries lease office space in New York, New York. 

         State Regulation
         ----------------

First SunAmerica is subject to regulation and supervision by the states in
which it is authorized to transact business. State insurance laws establish
supervisory agencies with broad administrative and supervisory powers
relating to granting and revoking licenses to transact business, regulating
marketing and other trade practices, operating guaranty associations,
licensing agents, approving policy forms, regulating certain premium rates,
regulating insurance holding company systems, establishing reserve
requirements, prescribing the form and content of required financial
statements and reports, performing financial and other examinations,
determining the reasonableness and adequacy of statutory capital and
surplus, regulating the type, valuation and amount of investments
permitted, limiting the amount of dividends that can be paid and the size
of transactions that can be consummated without first obtaining regulatory
approval and other related matters. 

During the last decade, the insurance regulatory framework has been placed
under increased scrutiny by various states, the federal government and the
National Association of Insurance Commissioners ("NAIC"). Various states
have considered or enacted legislation that changes, and in many cases
increases, the states' authority to regulate insurance companies.
Legislation has been introduced from time to time in Congress that could
result in the federal government assuming some role in the regulation of
insurance companies. In recent years, the NAIC has approved and recommended
to the states for adoption and implementation several regulatory
initiatives designed to reduce the risk of insurance company insolvencies
and market conduct violations. These initiatives include investment reserve
requirements, risk-based capital standards and restrictions on an insurance
company's ability to pay dividends to its stockholders. The NAIC is also
currently developing model laws relating to product design and
illustrations for annuity products. Current proposals are still being
debated and we are monitoring developments in this area and the effects any
changes would have on First SunAmerica. 

                                     22
29

         Directors and Executive Officers
         --------------------------------

First SunAmerica's directors and executive officers as of February 28, 1997
are listed below:
Year Assumed   Other Positions and Other
                                                       Present        Business Experience 
Name                 Age      Present Position       Position(s)    Within Last Five Years          From-To
----                 ---      ----------------      ------------   -------------------------        -------
Eli Broad*           63  Chairman, CEO and President     1994      Cofounded SunAmerica Inc.
                         of First SunAmerica;                      ("SunAmerica") in 1957
                         Chairman, CEO and President 
                         of SunAmerica                   1986
Joseph M. Tumbler*   48  Executive Vice President        1996      President and Chief Executive   1989-1995
                         of First SunAmerica;                      Executive Officer, Providian
                         Vice Chairman of SunAmerica     1995      Capital Management
Jay S. Wintrob*      39  Executive Vice President        1991      (Joined SunAmerica in 1987)
                         of First SunAmerica;
                         Vice Chairman of SunAmerica     1995
Victor E. Akin       32  Senior Vice President of        1996      Vice President, SunAmerica      1995-1996
                         First SunAmerica                          Life Companies
                                                                   Director, SunAmerica Life       1994-1995
                                                                   Companies
                                                                   Manager, SunAmerica Life        1993-1994
                                                                   Companies
                                                                   Actuary, Milliman & Robertson   1992-1993
                                                                   Consultant, Chalke Inc.         1991-1992
James R. Belardi*    39  Senior Vice President of        1992      Vice President and Treasurer    1989-1992
                         First SunAmerica;                         (Joined SunAmerica in 1986)
                         Executive Vice President        1995
                         of SunAmerica
David W. Ferguson    43  Director                        1987      Partner, Davis Polk & Wardwell  1980 to
                                                                                                   present
Lorin M. Fife*       43  Senior Vice President,          1994      Vice President and General      1994-1995
                         General Counsel and Asst.                 Counsel-Regulatory Affairs 
                         Secretary of First SunAmerica;            of SunAmerica;
                         Senior Vice President,          1995      Vice President and Associate    1989-1994
                         General Counsel-Regulatory                General Counsel of SunAmerica
                         Affairs of SunAmerica                     (Joined SunAmerica in 1989)
N. Scott Gillis      43  Senior Vice President and       1994      Vice President and Controller,  1989-1994
                         Controller of First SunAmerica            SunAmerica Life Companies
Jana Waring Greer*   45  Senior Vice President of        1991      (Joined SunAmerica in 1974)
                         First SunAmerica and SunAmerica;
                         President of SunAmerica         1995
                         Marketing
Thomas A. Harnett    72  Director                        1987      Partner, Lane & Mitterdorf, LLP 1989 to 
                                                                                                   present
Susan L. Harris*     40  Senior Vice President and       1994      Vice President, General         1994-1995
                         Secretary of First SunAmerica;            Counsel-Corporate Affairs
                         Senior Vice President, General  1995      and Secretary of SunAmerica;
                         Counsel- Corporate Affairs and            Vice President, Associate       1989-1994
                         Secretary of SunAmerica                   General Counsel and
                                                                   Secretary of SunAmerica
                                                                   (Joined SunAmerica in 1985)
Peter McMillan, III* 39  Executive Vice President and    1994      Senior Vice President of        1989-1994
                         Chief Investment Officer of               SunAmerica Investments, Inc.
                         SunAmerica Investments, Inc.
Margery K. Neale     37  Director                         1996     Partner, Shereff, Friedman,     1990 to
                                                                   Hoffman & Goodman, LLP          present
Lester Pollack       63  Director                         1987     Chief Executive Officer,        1986 to
                                                                   Centre Partners, L.P.           present
                                                                   General Partner, Lazard         1986 to
                                                                   Freres & Co.                    present
                                                                   Senior Managing Director,       1988 to
                                                                   Corporate Partners, L.P.        present
Edwin R. Reoliquio   39  Senior Vice President and        1995     Vice President and Actuary,     1989-1994
                         Chief Actuary of First                    SunAmerica Life Companies
                         SunAmerica
Scott L. Robinson*   50  Senior Vice President of         1991     (Joined SunAmerica in 1978)
                         First SunAmerica;
                         Senior Vice President and 
                         Controller of SunAmerica
Richard D. Rohr      70  Director                         1987     Partner, Bodman, Longley &      1958 to
                                                                   Dahling                         present
James W. Rowan*      34  Senior Vice President of         1996     Vice President;                 1993-1995
                         First SunAmerica and                      Asst. to the Chairman;          1992
                         SunAmerica                                Senior Vice President,          1993-1995
                                                                   Security Pacific Corp.
* Also serves as a director
** Unless otherwise noted, positions with SunAmerica Inc.  

                                     23
30

         Executive Compensation
         ----------------------

All of First SunAmerica's executive officers are also employees of
SunAmerica Inc. or its affiliates and do not receive direct compensation
from First SunAmerica. We allocated the time each executive officer spent
devoted to his or her duties as an executive officer of First SunAmerica to
determine the executive compensation set forth below for the Chief
Executive Officer and the other four highest compensated executive
officers, as well as the executive officers as a group, for services
rendered during 1996.
Name of Individual                                                Allocated Cash
         or Number in Group       Capacities in Which Served                Compensation
         ------------------       --------------------------               --------------
Eli Broad                Chairman, Chief Executive Officer           $10,380
                                  and President
         Joseph M. Tumbler        Executive Vice President                      6,488
         Jay S. Wintrob           Executive Vice President                      6,488
         James R. Belardi         Senior Vice President                         2,955
         Jana Waring Greer        Senior Vice President                         7,342
         All Executive Officers                                               $49,731
         as a Group (12)                                                      =======
Security Ownership of Certain Beneficial Owners and Management
         --------------------------------------------------------------

No shares of First SunAmerica are owned by any executive officer or
director. First SunAmerica is an indirect wholly owned subsidiary of
SunAmerica Inc. The only officer or director that owns more than 1% of the
shares of SunAmerica Inc. is Mr. Eli Broad, Chairman, Chief Executive
Officer and President. At February 28, 1997, Mr. Broad beneficially owned
6,655,176 shares of Common Stock (approximately 5.8% of the class
outstanding) and 9,160,294 shares of Class B Common Stock (approximately
84.4% of the class outstanding). Of the Common Stock, 715,872 shares
represent restricted shares granted under the Company's employee stock
plans as to which Mr. Broad has no investment power; 75,846 shares are
registered in the name of a corporation of which Mr. Broad is a director
and has sole voting and investment power; 4,150,932 shares represent
employee stock options which are or will become exercisable within the next
60 days and as to which he has no voting or investment power; 65,136 shares
are held by a foundation of which Mr. Broad is a director and as to which
he has shared voting and investment power. At February 28, 1997, all
directors and officers as a group beneficially owned 10,344,440 shares of
Common Stock (approximately 9% of the class outstanding) and 9,160,294 
shares of Class B Common Stock (approximately 84.4% of the class
outstanding).

                                     24
31

SELECTED FINANCIAL INFORMATION
--------------------------------------------------

                         [TO BE FILED BY AMENDMENT]

                                     25
32

MANAGEMENT DISCUSSION AND ANALYSIS
--------------------------------------------------

                          [TO BE FILED BY AMENDMENT]

                                      26
33

INDEPENDENT ACCOUNTANTS
--------------------------------------------------

The consolidated financial statements of First SunAmerica as of September
30, 199__ and 199__ and for each of the three years in the period ended
September 30, 199__ included in this prospectus have been so included in
reliance on the report of Price Waterhouse LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.

FINANCIAL STATEMENTS
--------------------------------------------------
The consolidated financial statements of First SunAmerica which are
included in this prospectus should be considered only as bearing on the
ability of First SunAmerica to meet its obligations under the fixed
investment options, its obligation to pay death benefits, to assume the
mortality and expense risks under the contract and any risks resulting from
the withdrawal charge not being sufficient to cover the costs of
distributing the contract.  The financial statements do not provide any
information and has no bearing on the performance of the Seasons Series
Trust or the STRATEGIES.

                                     27
34

REPORT OF INDEPENDENT ACCOUNTANTS
--------------------------------------------------

                        [TO BE FILED BY AMENDMENT]

                                       28
35

APPENDIX A
--------------------------------------------------

The market value adjustment reflects the impact that changing interest
rates have on the value of money invested at a fixed interest rate. The
longer the period of time remaining in the term you initially agreed to
leave your money in the fixed investment option, the greater the impact of
changing interest rates.  The impact of the market value adjustment can be
either positive or negative, and is computed by multiplying the amount
withdrawn, transferred or annuitized by the following factor:

                                          N-12
                         [(1+I/(1+J+0.005)     - 1

where:

         I is the interest rate you are earning on the money invested in
         the fixed investment option;

         J is the interest rate then currently available for the period of
         time equal to the number of years remaining in the term you
         initially agreed to leave your money in the fixed investment
         option; and

         N is the number of full months remaining in the term you initially
         agreed to leave your money in the fixed investment option.

Examples of the Market Value Adjustment
---------------------------------------

The examples below assume the following:

         (1)     You made an initial Purchase Payment of $10,000 and
                 allocated it to the 10-year fixed investment option at a
                 rate of 7%; 
         (2)     You make a partial withdrawal of $4,000 when 1 1/2 years
                 (18 months) remain in the 10-year term you initially
                 agreed to leave your money in the fixed investment option
                 (N=18);
         
         (3)     The value of your contract on the date you make the
                 withdrawal is $17,454.67 which reflects the deduction of
                 all applicable fees and charges; and

         (4)     You have not made any other transfers, additional Purchase
                 Payments, or withdrawals.

No withdrawal charges are reflected because your Purchase Payment has been
in the contract for seven full years. If a withdrawal charge applies, it is
deducted before the market value adjustment.  The market value adjustment
is assessed on the amount withdrawn less any withdrawal charge.

         Negative Adjustment
         -------------------

Assume that on the date of withdrawal, the interest rate in effect for new
Purchase Payments in the 1-year fixed investment option is 7.5% and the 3-
year fixed investment option is 8.5%.  By linear interpolation, the
interest rate for the remaining 2 years (1 1/2 years rounded up to the next
full year) in the contract is calculated to be 8%.

                                                               N/12
The market value adjustment factor is     = [(1+I)/(1+J+0.005)]     - 1
                                                                 18/12
                                          = [(1.07)/(1.08+0.005)]      - 1
                                                      1.5
                                          = (0.986175)    - 1
                                          = 0.979335 - 1
                                          = - 0.020665

                                     29
36

The requested withdrawal amount is multiplied by the market value
adjustment factor to determine the market value adjustment:

         $4,000 x (- 0.020665) = -$82.66

$82.66 represents the market value adjustment that will be deducted from
the money remaining in the 10-year fixed investment option.

         Positive Adjustment
         -------------------

Assume that on the date of withdrawal, the interest rate in effect for a
new Purchase Payments in the 1-year fixed investment option is 5.5% and the
3-year fixed investment option is 6.5%.  By linear interpolation, the
interest rate for the remaining 2 years (1 1/2 years rounded up to the next
full year) in the contract is calculated to be 6%.

                                                              N/12
The market value adjustment factor is     = [(1+I/(1+J+0.005)]     - 1
                                                                 18/12
                                          = [(1.07)/(1.06+0.005)]      - 1
                                                      1.5
                                          = (1.004695)     - 1
                                          = 1.007051 - 1
                                          = + 0.007051

The requested withdrawal amount is multiplied by the market value
adjustment factor to determine the market value adjustment:

         $4,000 x (+0.007051) = +$28.20

$28.20 represents the market value adjustment that would be added to your
withdrawal.

                                     30
37

Please forward a free copy of the Seasons Variable Annuity Statement of
Additional Information to:

             (Please print or type and fill in all information.)

__________________________________________________________________________
         Name

__________________________________________________________________________
         Address

__________________________________________________________________________
         City                     State                    Zip

Date: ___________________________  Signed: _______________________________

         
Return to: First SunAmerica Life Insurance Company, Annuity Service Center,
P.O. Box 54299, Los Angeles, California 90054-0299

                                     31
38

                                  PART II
                                  -------

                 Information Not Required in Prospectus

Item 13.         Other Expenses of Issuance and Distribution.
                 -------------------------------------------

                 Not Applicable

Item 14.         Indemnification of Directors and Officers.
                 ------------------------------------------

                 Not Applicable

Item 15.         Recent Sales of Unregistered Securities.
                 ----------------------------------------
         
                 Not Applicable

Item 16.         Exhibits and Financial Statement Schedules.
                 -------------------------------------------

                 Exhibit No.      Description

                 (1)     Form of Underwriting Agreement***
                 (2)     Plan of Acquisition, Reorganization, 
                         Arrangement, Liquidation or Succession**
                 (3)     (a)      Articles of Incorporation***
                         (b)      By-Laws***
                 (4)     (a)      Flexible Payment Group
                                  Deferred Annuity Contract***
                         (b)      Application for Contract***
                 (5)     Opinion of Counsel re: Legality***
                 (6)     Opinion re Discount on Capital Shares**
                 (7)     Opinion re Liquidation Preference**
                 (8)     Opinion re Tax Matters**
                 (9)     Voting Trust Agreement**
                 (10)    Material Contracts**
                 (11)    Statement re Computation of Per Share
                         Earnings**
                 (12)    Statement re Computation of Ratios**
                 (14)    Material Foreign Patents**
                 (15)    Letter re Unaudited Financial Information**
                 (16)    Letter re Change in Certifying Accountant**
                 (21)    Subsidiaries of Registrant***
                 (23)    (a)      Consent of Independent
                                  Accountants***
                         (b)      Consent of Attorney***
                 (24)    Powers of Attorney*
                 (25)    Statement of Eligibility of Trustee**
                 (26)    Invitation for Competitive Bids**
                 (28)    Information Reports Furnished to State
                         Insurance Regulatory Authority**
                 (29)    Other Exhibits**

Financial Statements***

                                          *       Herewith
                                          **      Not Applicable
                                          ***     To Be Filed By Amendment
39

Item 17.         Undertakings.
                 ------------

                 The undersigned registrant, First SunAmerica Life
                 Insurance Company, hereby undertakes:

         (1)     To file, during any period in which offers or sales are 
                 being made, a post-effective amendment to this
                 registration statement:  
         
                 (i)     To include any prospectus required by Section
                         10(a)(3) of the Securities Act of 1933;

                 (ii)    To reflect in the prospectus any facts or events
                         arising after the effective date of the
                         registration statement (or the most recent post-
                         effective amendment hereof) which, individually or
                         in the aggregate, represents a fundamental change
                         in the information in the registration statement;

                 (iii)   To include any material information with respect
                         to the plan of distribution not previously
                         disclosed in the registration statement or any
                         material change to such information in the
                         registration statement;

         (2)     That, for the purpose of determining any liability under
                 the Securities Act of 1933, each post-effective amendment
                 shall be deemed to be a new registration statement
                 relating to the securities offered therein, and the
                 offering of such securities at that time shall be deemed
                 to be the initial bona fide offering thereof; and

         (3)     To remove from registration by means of a post-effective
                 amendment any of the securities being registered which
                 remain unsold at the termination of the offering.
40

                                  SIGNATURES

         As required by the Securities Act of 1933, the Registrant has
caused this Registration Statement to be signed on its behalf, in the City
of Los Angeles, and the State of California, on this 12th day of September,
1997.

                         By: FIRST SUNAMERICA LIFE INSURANCE COMPANY

                         By: /s/ JAY S. WINTROB
                            ---------------------------------------
                                  Jay S. Wintrob
                                  Executive Vice President

                             POWER-OF-ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints LORIN M. FIFE,
SUSAN L. HARRIS AND CHRISTINE A. NIXON or each of them, as his or her true
and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, as
fully to all intents as he or she might or could do in person, including
specifically, but without limiting the generality of the foregoing, to (i)
take any action to comply with any rules, regulations or requirements of
the Securities and Exchange Commission under the federal securities laws;
(ii) make application for and secure any exemptions from the federal
securities laws; (iii) register additional annuity contracts under the
federal securities laws, if registration is deemed necessary.  The
undersigned hereby ratifies and confirms all that said attorneys-in-fact
and agents or any of them, or their substitutes, shall do or cause to be
done by virtue thereof.

         As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacity and on
the dates indicated.

SIGNATURE                TITLE                             DATE
---------                -----                             ----

/s/ ELI S. BROAD         President, Chief            September 12, 1997
--------------------     Executive Officer and 
Eli Broad                Chairman of the Board
                         (Principal Executive 
                             Officer)             
                         
/s/ SCOTT L. ROBINSON    Senior Vice President       September 12, 1997
--------------------         and Director
Scott L. Robinson        (Principal Financial 
                               Officer)      

/s/ N. SCOTT GILLIS      Senior Vice President       September 12, 1997
--------------------         and Controller
N. Scott Gillis          (Principal Accounting 
                                Officer)    
                         
/s/ JAMES R. BELARDI           Director              September 12, 1997
--------------------
James R. Belardi         

/s/ LORIN M. FIFE              Director              September 12, 1997
--------------------
Lorin M. Fife
41

/s/ JANA W. GREER              Director              September 12, 1997
--------------------
Jana W. Greer            
                         

/s/ SUSAN L. HARRIS            Director              September 12, 1997
--------------------              
Susan L. Harris  

/s/ PETER MCMILLAN             Director              September 12, 1997
--------------------
Peter McMillan           

/s/ JAMES W. ROWAN             Director              September 12, 1997
--------------------
James W. Rowan

                               
/s/ JOSEPH M. TUMBLER          Director              September 12, 1997
--------------------          
Joseph M. Tumbler

/s/ JAY S. WINTROB             Director              September 12, 1997
--------------------
Jay S. Wintrob           

                               
/s/ DAVID W. FERGUSON          Director              September 12, 1997
--------------------          
David W. Ferguson

                               
/s/ THOMAS A. HARNETT          Director              September 12, 1997
--------------------          
Thomas A. Harnett

                               
/s/ MARGERY K. NEALE           Director              September 12, 1997
--------------------          
Margery K. Neale

                               
/s/ LESTER POLLACK             Director              September 12, 1997
--------------------          
Lester Pollack

                               
/s/ RICHARD D. ROHR            Director              September 12, 1997
--------------------          
Richard D. Rohr
42

                                  EXHIBIT INDEX
                                  -------------

Exhibit

(24)                     Powers of Attorney
                         (included on signature page)