FIRST SUNAMERICA LIFE INSURANCE CO
8-K, 1999-01-15
LIFE INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549

                                ________________


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE

                         SECURITIES EXCHANGE ACT OF 1934


       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)    January 1, 1999

                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


          NEW  YORK                    33-85014            06-0992729
(STATE  OR  OTHER  JURISDICTION       (COMMISSION        (IRS  EMPLOYER
     OF  INCORPORATION)              FILE  NUMBER)     IDENTIFICATION  NO.)


733  THIRD  AVENUE,  4TH  FLOOR
NEW  YORK,  NEW  YORK                                                 10017
(ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)                       (ZIP  CODE)


Registrant's  telephone  number,  including  area  code         (800)  272-3007


<PAGE>
Page  1

ITEM  1.  CHANGES  IN  CONTROL  OF  REGISTRANT

     (a) Registrant continues to be a wholly-owned subsidiary of SunAmerica Life
Insurance  Company.  However,  SunAmerica  Inc.,  the  parent of SunAmerica Life
Insurance  Company and Registrant's ultimate parent company, has merged with and
into  American  International  Group,  Inc.  ("AIG"), effective January 1, 1999.
Accordingly,  Registrant's  ultimate  parent  company  is  now  AIG.   Upon  the
consummation  of  the merger,  each share of common stock of SunAmerica Inc. was
exchanged for shares of AIG common stock at an exchange  rate of .855 of a share
of  AIG  common stock for each share of SunAmerica common stock. Pursuant to the
Agreement  and  Plan  of  Merger between SunAmerica Inc. and AIG, AIG caused two
persons designated by SunAmerica Inc. to be elected to the Board of Directors of
AIG.  The  two  persons so elected were Eli Broad, Chairman, President and Chief
Executive  Officer  of  both  SunAmerica  Inc.  and  the  Registrant, and Jay S.
Wintrob,  Vice  Chairman  and  Chief Operating Officer of SunAmerica Inc. and an
Executive  Vice  President  of  the  Registrant.




                                    SIGNATURE

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has caused this report to be signed on its behalf by the undersigned
duly  authorized.



                         FIRST  SUNAMERICA  LIFE  INSURANCE  COMPANY



Date:   January  14,  1999          By:  /s/  Scott  L.  Robinson
                                    -----------------------------
                                              Scott  L.  Robinson
                                              Senior  Vice  President  &
                                                Treasurer






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