Exhibit 8.2 First Amendment to Fund Participation Agreement The Fund Participation Agreement, dated as of the 22nd day of December 1998, between American Fidelity Dual Strategy Fund, Inc., an open-end management investment company organized as a...

                                                                     Exhibit 8.2

         First Amendment to Fund Participation Agreement

      The Fund  Participation  Agreement,  dated as of the 22nd day of  December
1998, between American Fidelity Dual Strategy Fund, Inc., an open-end management
investment  company organized as a Maryland  corporation,  and American Fidelity
Assurance  Company,  a life insurance  company organized and domiciled under the
laws of the State of Oklahoma (the "Agreement") is hereby amended as follows:

      Schedule A is hereby amended to read in its entirety as follows:

                                   "SCHEDULE A

Segregated  Accounts of American  Fidelity  Assurance  Company  Participating in
American Fidelity Dual Strategy Fund, Inc.

Name of Separate Account          Effective Date of Participation

American Fidelity                 January 1, 1999
   Separate Account A

American Fidelity                 May 1, 1999"
   Separate Account B

     This  amendment  shall be  treated  as though it had been in full force and
effect since the date of the  Agreement.  All other terms and  provisions of the
Agreement not amended hereby shall remain in full force and effect.

                         AMERICAN FIDELITY ASSURANCE COMPANY

                         By:    /s/ XXXX X. XXX
                                Name: Xxxx X. Xxx
                         Title: President


                         AMERICAN  FIDELITY DUAL  STRATEGY  FUND,
                         INC.

                         By:    /s/ XXXX X. XXX
                                Name: Xxxx X. Xxx
                         Title: Chairman of the Board and President