SecProbe.io

Mail Stop 6010 Via Facsimile and U.S. Mail                                                                                                  February 25, 2009  Mr. Edward M. Liddy  Chairman and Chief Executive Officer American Internati onal Group, Inc.
70 Pine Street New York, New York 10270
Re:      American International Group, Inc.
Form 10-K for Fiscal Year Ended December 31, 2007
Form 10-Q for Fiscal Quarter Ended September 30, 2008 File No. 1-8787

Dear Mr. Liddy:

We have reviewed your February 6, 2009 response to our December 19, 2008
letter and have the following comments.  As your response omits mu ch of the quantified
information that you plan to include in your  December 31, 2008 Form 10-K, and as we
do not have the benefit of seeing that inform ation in the context of the entire filing you
intend to make including information in the audited financial statements, our review of
your response is therefore limited.  Where our comment requests you to revise disclosure,
the information you provide should show us what  the revised disclosure will look like or,
if at the time of your re sponse you have already file d your December 31, 2008 Form 10-
K, direct us to the specific location of the revised disclosure in your Form 10-K.  If you
do not believe that revised disclosure is necessary, please explain the reason in your
response.  Upon review of your response to  the comments and our review of the
December 31, 2008 Form 10-K, we may have further comments and/or request that you amend your filings.
General

1. Please refer to prior comment one.  Your proposed disclosure primarily addresses
your accounting for the Maiden Lane III agreement under SFAS 159, and does
not appear to address the accounting for th e Maiden Lane II agreement.  Please
revise your disclosure to explain how each payment made or received by AIGFP
under the Maiden Lane II and III agreem ents was recorded, including whether any
gain or loss was recognized.  Please link this disclosure to  the related amounts
that were previously recorded in your financial statements, including the related
derivative liabilities and any amounts of collateral posted and received.

Mr. Edward M. Liddy
American Interna tional Group, Inc.
February 25, 2009
Page 2
 10-Q for the Fiscal Quarter Ended September 30, 2008

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Critical Accounting Estimates

 AIGFP’s Super Senior Credit De fault Swap Portfolio, page 113

2. We acknowledge your revised disclosure in  response to prior comment seven.
We continue to believe that you shou ld provide additional quantified data
conveying the nature and quality of the underlying securities and a comparison of
the subordination at transaction inception to the subordination at  the balance sheet
date for your regulatory capital relief trad es, similar to that which you have agreed
to provide for your multi-sector CDOs.  While you disclose that you do not expect
to make payments pursuant to the contractual terms of the regulatory capital relief trades, the disclosure on page  eight of your response doe s not enable an investor
to quantify the potential exposure relati ng to each underlying transaction.  Please
revise your disclosure accordingly.

3. Please refer to the proposed disclosure on pa ge 23 of your response.  Please revise
to provide similar disaggregated informa tion with respect to CLOs that would
enable an investor to evaluate the natu re and quality of the assets underlying the
insured obligations.  Also, for credit defa ult swaps related to corporate debt and
CLO’s, please provide quantified inform ation depicting subordination at both
transaction inception and at the balance sheet date.  Given that the derivative
liabilities relating to the corporate debt/CLO portfolios have increased
significantly during the year ended December 31, 2008, please consider whether the corporate debt and CLO portfolios shoul d be separately disc losed in the table
on page 16 of your response and el sewhere, as appropriate.

4. Please refer to the proposed disclosure on pa ge 16 of your response.  Please revise
your proposed disclosure to clarify how the ML III transaction affects the information presented in the table.  For example, the reference in footnote (f) to
realized gains appears to be inconsistent with the tabular column heading depicting unrealized gains.  Consider whet her the format of this disclosure should
be revised such that realized losses are shown in a separate column.

Mr. Edward M. Liddy
American Interna tional Group, Inc.
February 25, 2009 Page 3
 5. Please refer to prior comment nine.  We  acknowledge your statement that you are
unable to predict reasonably likely changes in the prices of the securities underlying a CDO.  However, we continue to believe that your disclosure should
be revised to explain whether the range of bond prices used in your sensitivity
analysis is consistent with recent observed historical activity.  If this is not the
case, please disclose why you selected a ra nge of prices that differs from recent
historical activity, and why you believe the resulting analysis is meaningful to an
investor.  For each material input to the BET model, disclose the factors you used
to determine the range used in your analysis.

6. Please refer to Appendix 2 of your response.  Please disclose th e actual input used
at the balance sheet date in order to  provide appropriate context for the
sensitivities you are quantif ying.  Please also provide quantified sensitivity for
each of the three primary factors eff ecting estimated future cash flows.

*    *    *    *
  Please respond to the comments within 10 business days or tell us when you will provide us with a response.  Your letter should key your responses to our comments.
Detailed cover letters greatly facilitate our review.  Please furnish your letter on EDGAR
under the form type label CORRESP.

 You may contact Frank Wyman, St aff Accountant, at 202-551-3660  or Carlton
Tartar, Accounting Branch Chief, at 202-551- 3387, if you have questi ons regarding these
comments.  In this regard, do not he sitate to contact me, at 202-551-3679.
        S i n c e r e l y ,            J i m  B .  R o s e n b e r g         Senior Assistant Chief Accountant