SecProbe.io

Mail Stop 6010
  September 26, 2007

Martin J. Sullivan
Chief Executive Officer American Interna tional Group, Inc.
70 Pine Street New York, NY 10270
Re: American International Group, Inc.  Definitive Proxy Statement
Filed April 6, 2007
 File No. 001-08787
 Dear Mr. Sullivan:
We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone  number listed at the end of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.   If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

American Interna tional Group, Inc.
September 26, 2007 Page 2   2006 Non-Management Director Compensation Table, page 18

 1. Disclose the assumptions made in the valuation of the option awards by reference to a discussion of those assumptions in your financial statements , footnotes to the
financial statements or discussion in Management’s Discussion and Analysis.
Refer to the Instruction to Item 402(k) of Regulation S-K.
 Compensation Discussion and Analysis, page 24

 2. It appears from your disclo sure that you establish pe rformance goals for the
payment of your annual cash bonuses, pe rformance RSUs granted under the
Partners Plan and long-term performan ce cash awards granted under the Senior
Partners Plan at the beginning of each performance year.  Your Compensation
Discussion and Analysis appears, however,  only to discuss the targets and goals
for the elements of your compensation packages for 2006 compensation.  Please
disclose the goals you have set for the curr ent year and provide an analysis of how
such goals will affect the calculati on of amounts awarded to your named
executive officers under the various and re lated elements of your compensation
program.  See Item 402(b)(2)(v) and Instruct ion 2 to Item 402(b).  To the extent
you believe that disclosure of the info rmation would result in competitive harm
such that the information could be excluded under Instruction 4 to Item 402(b), please provide us with a detailed explanation supporting your conclusion.   To the
extent that it is appropriate to omit sp ecific targets or performance objectives, you
are required to provide appropr iate disclosure pursuant to Instruction 4 to Item
402(b) of Regulation S-K.  Refer also to Question 3.04 of the Item 402 of Regulation S-K Interpretations available on our website at www.sec.gov
.  In
discussing how difficult or likely it will be for the registrant to achieve the target levels or other factors, you should provi de as much detail as necessary without
disclosing information that poses a reasonable risk of competitive harm.
 3. Please discuss and analyze how each of the various elements of compensation fit into your overall compensation objectives and affect decisions regarding other elements under your compensation program.  See Item 402(b)(1)(vi) of Regulation S-K.
 Multiple components reward balanced short-term and long-term performance, page 24

 4. We note that the amounts paid under your various compensation elements depend
on achieving the corporate performance goals  that are generally described in the
first three bullet points of this section.  Please disclose the specific corporate objectives required to be achieved in orde r for each named executive officer to
receive the related form of compensation.  See Item 402(b)(2)(v) and Instruction 2
to Item 402(b).  To the extent you believe  that disclosure of the information

American Interna tional Group, Inc.
September 26, 2007 Page 3
would result in competitive harm such that the information could be excluded under Instruction 4 to Item 402(b), please pr ovide us with a detailed explanation
supporting your conclusion.   To the extent that it is appropriate to omit specific
targets or performance objectives, yo u are required to pr ovide appropriate
disclosure pursuant to Inst ruction 4 to Item 402(b) of Regulation S-K.  Refer also
to Question 3.04 of the Item 402 of Regulation S-K Interpretations available on our website at www.sec.gov
.  In discussing how difficult or likely it will be for
the registrant to achieve th e target levels or other f actors, you should provide as
much detail as necessary without disclo sing information that poses a reasonable
risk of competitive harm.
 Performance RSUs granted under the Partners Plan, page 27

 5. You disclose that the “target performan ce corridor” was established at 10 percent
to 12 percent growth in AIG’s adjusted  earnings per share for 2006 and 2007 for
the Performance RSUs.  Please also disc lose the relevant percentages for the
“threshold” and “maximum” levels.
 Long-term performance cash awards granted under the Senior Partners Plan, page 27

6. Please disclose how the number of units gr anted under the Senior Partners Plan to
each named executive officer is determined.

Independent consultant, page 30
 7. With respect to the engagement of Frederic W. Cook & Co., Inc., disclose the
nature and scope of the cons ultant’s assignment and the material elements of the
instructions or direct ions given to the c onsultant with respect to the performance
of its duties under the engagement.  See Item 407(e)(3)(iii) of Regulation S-K.
 Cash bonuses, page 31

 8. The Compensation Discussion and Analysis  should be sufficiently precise to
capture material differences in compensation policies with respect to individual named executive officers.  Refer to Section II.B.1 of Commission Release
No. 33-8732A.  In this regard, we note th e significant disparity in the amounts of
the target performance-based bonuses and the actual amounts awarded to Mr. Sullivan and Mr. Bensinger in 2006 as cash bonuses.  Please provide a more detailed discussion of how and why th e compensation of your chief executive
officers materially differs from that of  the other named executive officers.  If
policies or decisions relati ng to a named executive officer are materially different
than those that apply to the other officer s, those policies or decisions should be
discussed on an indi vidualized basis.

American Interna tional Group, Inc.
September 26, 2007 Page 4    Potential Payments on Termination, page 45

 9. You disclose that under the Employment  Agreements the amount of severance
and the benefit continuation periods indi cated in the second through fourth bullet
points are tied to a three year period.  Si milarly, we note the formula in the first
bullet point under “Executive Severance Pl an” pursuant to wh ich the potential
severance benefits will be  calculated.  Please discu ss and analyze how and why
the specified periods and formulas were agreed to by the company.
 10. You disclose that the various payments in  the table on page 48 are payable to your
named executive officers upon termination by AIG for “Cause,” by the executive
with or without “Good Reason,” and by AI G without “Cause.”  Please briefly
define these terms.  Refer to Item  402(b)(2)(xi) of Regulation S-K.
  Please respond to our comments by Octobe r 26, 2007, or tell us by that time when
you will provide us with a response.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

American Interna tional Group, Inc.
September 26, 2007 Page 5
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.
 Please contact me at (202) 551-3635 with any questions.

Sincerely,    Tim Buchmiller Senior Attorney