<PAGE>


               SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
              --------------------------------------
                           FORM S-8
                    REGISTRATION STATEMENT
                            UNDER
                  THE SECURITIES ACT OF 1933
              --------------------------------------
                        SUNAMERICA INC.
     (Exact name of Registrant as specified in its charter)

  Maryland                            86-0176061
  (State or other jurisdiction of     (I.R.S. Employer
   incorporation or organization)    Identification No.) 
           

  1 SunAmerica Center      
  Los Angeles, California                       90067-6022  
  (Address of Principal                         (Zip Code) 
  Executive Offices)

            SUNAMERICA 1997 EMPLOYEE STOCK PURCHASE PLAN
                     (Full Title of the Plan)
                    --------------------------
                       Susan L. Harris, Esq.
                        1 SunAmerica Center
                 Los Angeles, California  90067-6022
                       (Name and address of agent 
                             for service)

                           (310) 772-6000
 (Telephone number, including area code, of agent for service)
                                                                 

        
              CALCULATION OF REGISTRATION FEE 

                        Proposed     Proposed       Amount
Title       Amount      Maximum      Maximum        of
of          to be       Offering     Aggregate      Regist-
Securities  Registered  Price Per    Offering       ration
Registered  (1)         Share(2)     Price(2)       Fee
----------  ----------  ----------   ----------     ----------
Common      1,000,000   $47.95       $47,950,000    $16,534
Stock,      shares
$1.00 par   ==========  ==========   ==========    
========== 
value
==========

(1) Represents the maximum number of shares to be issued under
the 1997 Employee Stock Purchase Plan ("Plan").  Such additional
indeterminable amount of the Company's Common Stock is hereby registered as
may be required by reason of the "Adjustments of and Changes in the Stock"
section of the Plan.

(2) Estimated (solely for the purpose of calculating the registration fee)
in accordance with Rule 457(h) on the basis of the average high and low
prices on the New York Stock Exchange of the Registrant's Common
Stock on June 4, 1997 as published in the Wall Street Journal.

PART II     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

  The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date of
the filing of such documents.

(a)   The Registrant's latest Annual Report on Form 10-K for its fiscal year
ended September 30, 1996 filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").

(b)   All reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by such latest
Annual Report referred to in (a) above.

(c)   The description of the Registrant's Common Stock contained in
the Registrant's registration statement filed under Section 12 of the
Exchange Act, including all amendments or reports filed for the purpose of
updating such description.

(d)   All other documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act.  

Item 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

  Section 2-418 of the Maryland General Corporation Law permits the
indemnification of directors, officers, employees and agents of Maryland
corporations.  Article Eighth of the Registrant's Articles of Restatement of
Charter (the "Articles") authorizes the indemnification of directors and
officers to the full extent required or permitted by the General Laws of the
State of Maryland, now or hereafter in force, whether such persons are
serving the Registrant, or, at its request, any other entity, which
indemnification shall include the advance of expenses under the procedures
and to the full extent permitted by law.  Article Eighth further provides
that the foregoing rights of indemnification shall not be exclusive of
any other rights to which those seeking indemnification may be entitled
and that no amendment or repeal of Article Eighth shall apply to or have any
effect on any right to indemnification provided thereunder with respect to
acts or omissions occurring prior to such amendment or repeal.  In addition,
the Registrant's officers and directors are covered by certain directors' and
officers' liability insurance policies maintained by the Registrant.
Reference is made to Section 2-418 of the Maryland General Corporation Law
and Article Eighth of the Articles, which are incorporated herein by
reference.

Item 8.     EXHIBITS 

  The exhibits included as part of this Registration Statement
are as follows:

            Exhibit No.       Description
            ----------        -----------
                 4.1          1997 Employee Stock Purchase Plan
                 4.2          Enrollment/Change/Withdrawal Form
                 5            Opinion of Counsel             
                 23           Consent of Price Waterhouse LLP
                 24           Power of Attorney
                              (included on signature page)

Item 9.     UNDERTAKINGS

  (a) The undersigned Registrant hereby undertakes:

  1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement; and 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 such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offer therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

  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.

  (b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the Registration Statement 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.

  (c) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver,
or cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information. 

  (d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.

                                SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on this 6th day
of June, 1997.

                                    SUNAMERICA INC.

                                       /s/ Jay S. Wintrob
                                    By:_________________
                                    Jay S. Wintrob
                                    Vice Chairman

                  POWER OF ATTORNEY

  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Eli Broad, Jay W. Wintrob and 
Susan L. Harris, and each or any one of them, as his true and lawful 
attorney-in-fact, each with full power of substitution and resubstitution,
for him and in his 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, with the Securities and 
Exchange Commission, granting unto said attorneys-in-fact, jointly and
severally, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection and
thing requisite and necessary to be done in connection therewith as
fully to all intents and purposes and he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact, jointly and severally, or their or his substitute or
substitutes, may lawfully do or cause to be done by virture hereof.

  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES                    TITLE                             DATE
/s/ Eli Broad                                                   June 6, 1997 
----------------------------  President, Chief              
Eli Broad                     Executive Officer and
                              Chairman of the Board
                              (Principal Executive Officer)     
/s/ James R. Belardi                                            June 6, 1997
----------------------------  Executive Vice President      
James R. Belardi              (Principal Financial Officer)

/s/ /Scott L. Robinson                                          June 6, 1997
----------------------------  Senior Vice President and     
Scott L. Robinson             Controller              
                              (Principal Accounting Officer)

/s/ William F. Aldinger, III                                    June 6, 1997
----------------------------  Director              
William F. Aldinger, III 

/s/ Karen Hastie-Williams                                       June 6, 1997
----------------------------  Director
Karen Hastie-Williams

/s/ David Maxwell                                               June 6, 1997
----------------------------  Director
David Maxwell

/s/ Barry Munitz                                                June 6, 1997
----------------------------  Director
Barry Munitz

/s/ Lester Pollack                                              June 6, 1997
----------------------------  Director
Lester Pollack

/s/ Carl E. Reichardt                                           June 6, 1997
----------------------------  Director
Carl E. Reichardt

/s/ Sanford C. Sigoloff                                         June 6, 1997
----------------------------  Director
Sanford C. Sigoloff

/s/ Harold M. Williams                                          June 6, 1997
----------------------------  Director
Harold M. Williams

/s/ Jay S. Wintrob                                              June 6, 1997
----------------------------  Director
Jay S. Wintrob                                


                            Index to Exhibits
                                                           
                                                    Sequentially
  Item No.   Description of Item                    Numbered Page
      
     4.1     1997 Employee Stock Purchase Plan
     4.2     Enrollment/Change/Withdrawal Form
     5       Opinion of Counsel                                   
     23      Consent of Price Waterhouse LLP                      
     24      Power of Attorney
             (included on signature page)                        


























































                              EXHIBIT 5





June 6, 1997



Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549


Re:   SunAmerica Inc. 
      Registration Statement on Form S-8

Ladies and Gentlemen:

Based on a review of the relevant documents and materials and on the basis of
available information, and in reliance thereon, the undersigned is of the
opinion that the securities to be issued by SunAmerica Inc. in connection
with the 1997 Employee Stock Purchase Plan (the "Plan") have been duly and
validly authorized and reserved for issuance and, when issued in accordance
with the terms of the Plan, will be duly and validly issued, fully paid and
nonassessable. 

I am licensed to practice law only in the state of California and
the foregoing opinion is limited to the laws of the state of California and
the general corporation law of the state of Maryland.

The undersigned hereby consents to the filing of this opinion as an exhibit
to the Registration Statement.  


Very truly yours,



/s/ Susan L. Harris
--------------------
Susan L. Harris
Senior Vice President
























                                 EXHIBIT 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 8, 1996, except as to Note
13 which is as of November 29, 1996, which appears on Page F-2 of SunAmerica
Inc.'s Annual Report on Form 10-K for the year ended September 30, 1996.  We
also consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on Page S-2 of such Annual Report on Form
10-K.



/s/ Price Waterhouse LLP
------------------------
PRICE WATERHOUSE LLP
Los Angeles, California
June 6, 1997
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{"company-data": {"conformed-name": "SUNAMERICA INC", "cik": "0000054727", "assigned-sic": "6311", "irs-number": "860176061", "state-of-incorporation": "MD", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28799", "film-number": "97621076"}, "business-address": {"street1": "1 SUNAMERICA CENTER", "city": "LOS ANGELES", "state": "CA", "zip": "90067-6022", "phone": "3107726000"}, "former-company": [{"former-conformed-name": "KAUFMAN & BROAD INC", "date-changed": "19890515"}, {"former-conformed-name": "KAUFMAN & BROAD BUILDING CO", "date-changed": "19711006"}]}
SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
              --------------------------------------
                           FORM S-8
                    REGISTRATION STATEMENT
                            UNDER
                  THE SECURITIES ACT OF 1933
              --------------------------------------
                        SUNAMERICA INC.
     (Exact name of Registrant as specified in its charter)

  Maryland                            86-0176061
  (State or other jurisdiction of     (I.R.S. Employer
   incorporation or organization)    Identification No.) 
           

  1 SunAmerica Center      
  Los Angeles, California                       90067-6022  
  (Address of Principal                         (Zip Code) 
  Executive Offices)

            SUNAMERICA 1997 EMPLOYEE STOCK PURCHASE PLAN
                     (Full Title of the Plan)
                    --------------------------
                       Susan L. Harris, Esq.
                        1 SunAmerica Center
                 Los Angeles, California  90067-6022
                       (Name and address of agent 
                             for service)

                           (310) 772-6000
 (Telephone number, including area code, of agent for service)
                                                                 

        
              CALCULATION OF REGISTRATION FEE 

                        Proposed     Proposed       Amount
Title       Amount      Maximum      Maximum        of
of          to be       Offering     Aggregate      Regist-
Securities  Registered  Price Per    Offering       ration
Registered  (1)         Share(2)     Price(2)       Fee
----------  ----------  ----------   ----------     ----------
Common      1,000,000   $47.95       $47,950,000    $16,534
Stock,      shares
$1.00 par   ==========  ==========   ==========    
========== 
value
==========

(1) Represents the maximum number of shares to be issued under
the 1997 Employee Stock Purchase Plan ("Plan").  Such additional
indeterminable amount of the Company's Common Stock is hereby registered as
may be required by reason of the "Adjustments of and Changes in the Stock"
section of the Plan.

(2) Estimated (solely for the purpose of calculating the registration fee)
in accordance with Rule 457(h) on the basis of the average high and low
prices on the New York Stock Exchange of the Registrant's Common
Stock on June 4, 1997 as published in the Wall Street Journal.

PART II     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

  The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date of
the filing of such documents.

(a)   The Registrant's latest Annual Report on Form 10-K for its fiscal year
ended September 30, 1996 filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").

(b)   All reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by such latest
Annual Report referred to in (a) above.

(c)   The description of the Registrant's Common Stock contained in
the Registrant's registration statement filed under Section 12 of the
Exchange Act, including all amendments or reports filed for the purpose of
updating such description.

(d)   All other documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act.  

Item 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

  Section 2-418 of the Maryland General Corporation Law permits the
indemnification of directors, officers, employees and agents of Maryland
corporations.  Article Eighth of the Registrant's Articles of Restatement of
Charter (the "Articles") authorizes the indemnification of directors and
officers to the full extent required or permitted by the General Laws of the
State of Maryland, now or hereafter in force, whether such persons are
serving the Registrant, or, at its request, any other entity, which
indemnification shall include the advance of expenses under the procedures
and to the full extent permitted by law.  Article Eighth further provides
that the foregoing rights of indemnification shall not be exclusive of
any other rights to which those seeking indemnification may be entitled
and that no amendment or repeal of Article Eighth shall apply to or have any
effect on any right to indemnification provided thereunder with respect to
acts or omissions occurring prior to such amendment or repeal.  In addition,
the Registrant's officers and directors are covered by certain directors' and
officers' liability insurance policies maintained by the Registrant.
Reference is made to Section 2-418 of the Maryland General Corporation Law
and Article Eighth of the Articles, which are incorporated herein by
reference.

Item 8.     EXHIBITS 

  The exhibits included as part of this Registration Statement
are as follows:

            Exhibit No.       Description
            ----------        -----------
                 4.1          1997 Employee Stock Purchase Plan
                 4.2          Enrollment/Change/Withdrawal Form
                 5            Opinion of Counsel             
                 23           Consent of Price Waterhouse LLP
                 24           Power of Attorney
                              (included on signature page)

Item 9.     UNDERTAKINGS

  (a) The undersigned Registrant hereby undertakes:

  1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement; and 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 such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offer therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

  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.

  (b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the Registration Statement 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.

  (c) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver,
or cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information. 

  (d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.

                                SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on this 6th day
of June, 1997.

                                    SUNAMERICA INC.

                                       /s/ Jay S. Wintrob
                                    By:_________________
                                    Jay S. Wintrob
                                    Vice Chairman

                  POWER OF ATTORNEY

  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Eli Broad, Jay W. Wintrob and 
Susan L. Harris, and each or any one of them, as his true and lawful 
attorney-in-fact, each with full power of substitution and resubstitution,
for him and in his 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, with the Securities and 
Exchange Commission, granting unto said attorneys-in-fact, jointly and
severally, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection and
thing requisite and necessary to be done in connection therewith as
fully to all intents and purposes and he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact, jointly and severally, or their or his substitute or
substitutes, may lawfully do or cause to be done by virture hereof.

  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES                    TITLE                             DATE
/s/ Eli Broad                                                   June 6, 1997 
----------------------------  President, Chief              
Eli Broad                     Executive Officer and
                              Chairman of the Board
                              (Principal Executive Officer)     
/s/ James R. Belardi                                            June 6, 1997
----------------------------  Executive Vice President      
James R. Belardi              (Principal Financial Officer)

/s/ /Scott L. Robinson                                          June 6, 1997
----------------------------  Senior Vice President and     
Scott L. Robinson             Controller              
                              (Principal Accounting Officer)

/s/ William F. Aldinger, III                                    June 6, 1997
----------------------------  Director              
William F. Aldinger, III 

/s/ Karen Hastie-Williams                                       June 6, 1997
----------------------------  Director
Karen Hastie-Williams

/s/ David Maxwell                                               June 6, 1997
----------------------------  Director
David Maxwell

/s/ Barry Munitz                                                June 6, 1997
----------------------------  Director
Barry Munitz

/s/ Lester Pollack                                              June 6, 1997
----------------------------  Director
Lester Pollack

/s/ Carl E. Reichardt                                           June 6, 1997
----------------------------  Director
Carl E. Reichardt

/s/ Sanford C. Sigoloff                                         June 6, 1997
----------------------------  Director
Sanford C. Sigoloff

/s/ Harold M. Williams                                          June 6, 1997
----------------------------  Director
Harold M. Williams

/s/ Jay S. Wintrob                                              June 6, 1997
----------------------------  Director
Jay S. Wintrob                                

                            Index to Exhibits
                                                           
                                                    Sequentially
  Item No.   Description of Item                    Numbered Page
      
     4.1     1997 Employee Stock Purchase Plan
     4.2     Enrollment/Change/Withdrawal Form
     5       Opinion of Counsel                                   
     23      Consent of Price Waterhouse LLP                      
     24      Power of Attorney
             (included on signature page)                        

                              EXHIBIT 5

June 6, 1997

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

Re:   SunAmerica Inc. 
      Registration Statement on Form S-8

Ladies and Gentlemen:

Based on a review of the relevant documents and materials and on the basis of
available information, and in reliance thereon, the undersigned is of the
opinion that the securities to be issued by SunAmerica Inc. in connection
with the 1997 Employee Stock Purchase Plan (the "Plan") have been duly and
validly authorized and reserved for issuance and, when issued in accordance
with the terms of the Plan, will be duly and validly issued, fully paid and
nonassessable. 

I am licensed to practice law only in the state of California and
the foregoing opinion is limited to the laws of the state of California and
the general corporation law of the state of Maryland.

The undersigned hereby consents to the filing of this opinion as an exhibit
to the Registration Statement.  

Very truly yours,

/s/ Susan L. Harris
--------------------
Susan L. Harris
Senior Vice President

                                 EXHIBIT 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 8, 1996, except as to Note
13 which is as of November 29, 1996, which appears on Page F-2 of SunAmerica
Inc.'s Annual Report on Form 10-K for the year ended September 30, 1996.  We
also consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on Page S-2 of such Annual Report on Form
10-K.

/s/ Price Waterhouse LLP
------------------------
PRICE WATERHOUSE LLP
Los Angeles, California
June 6, 1997