SecProbe.io

Mail Stop 6010
 April 2, 2009
 Kathleen E. Shannon Senior Vice President, Secret ary & Deputy General Counsel
American Interna tional Group, Inc.
70 Pine Street New York, New York 10270

Re:  American International Group, Inc.
Registration Statement on Form S-4 Filed March 18, 2009 and Documents Incorporated by Reference File No. 333-158098  Registration Statement on Form S-4 Filed March 17, 2009
and Documents Incorporated by Reference
File No. 333-158019  Response Letter dated March 18, 2009

Dear Ms. Shannon:
We have reviewed your filings and response letter and have the following
comments.  Where indicated, we think you shoul d revise your documents in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may or may not raise additional comments.
 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

 1. We note that you have filed a confidentia l treatment request in connection with
exhibits to two current reports on Form 8-K.  All comments must be resolved

Kathleen E. Shannon
American Interna tional Group, Inc.
April 2, 2009 Page 2
prior to submitting a written request for accel eration of the effective date of the
registration statements.
 2. We note that your registration statemen ts incorporate by reference your Annual
Report on Form 10-K for the fiscal year ended December 31, 2008.  The Form 10-K omits required information under Items 10, 11, 12, 13 and 14 of Part III.  If your definitive proxy statement has not b een filed by the time the registration
statements will go effective, you will n eed to either amend the Form 10-K to
include the Part III information or in clude the required information in the
registration statements.

Registration Statement on Form S-4, filed March 17, 2009 (File No. 333-158019)

3. We note that you are registering the 8 .175% Series A-6 junior subordinated
debentures in reliance on our positio n enunciated in Exxon Capital Holdings
Corp., SEC No-Action Letter (April 13, 1989) .  See also Morgan Stanley & Co.
Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-
Action Letter (July 2, 1993).  Accordingl y, with the next amendment, please
provide us with a supplemental letter sta ting that you are regist ering the exchange
offer in reliance on our position contai ned in these letters and include the
representations contained in the Morg an Stanley and Shearman & Sterling no-
action letters.

4. Please revise your prospectus to disclose  that concurrently with the offer to
exchange the 8.175% Series A-6 junior  subordinated debentures you will be
offering to exchange the 8.250% Notes due 2018.

5. We note that the exchange offer will expi re at 5:00 PM, New York City time.
Supplementally, please confirm that the offer will be open at least through
midnight of the twentieth business day.  S ee Rule 14d-1(g)(3).  Further, please
confirm that the expiration date will be included in the final prospectus
disseminated to security holders and filed pursuant to the appli cable provisions of
Rule 424.

Cautionary Statement Regarding Fo rward-Looking Information, page i

6. The safe harbor for forward-looking stat ements provided in the Private Securities
Litigation Reform Act of 1995 does not appl y to statements made in connection
with a tender offer.  See Section 27A(b )(2)(C) of the Securities Act and Section
21E(b)(2)(C) of the Exchange Act.  Theref ore, please delete the reference to the
Private Securities Litigation Reform Act or  state explicitly th at the safe harbor
protections the Private Securities Litiga tion Reform Act provides do not apply to
statements made in connection with the offer.

Kathleen E. Shannon
American Interna tional Group, Inc.
April 2, 2009 Page 3  The Exchange Offer, page 5

7. We note your language in the italicized pa ragraph indicating that the summary of
the exchange and registration rights ag reement and letter of transmittal “is
qualified in its entirety by, all of the provisions of th e exchange and registration
rights agreement and the letter of transmitta l...”  Please delete this language since
investors are entitled to rely upon your di sclosure.  Also, please delete similar
language under the heading “Replacement Capital Covenant” on page 38.
 Expiration Date; Extensions; Amendments, page 8

8. We note your reservation of the right  “to delay accepti ng any old junior
subordinated debentures.”  Please revise your disclosu re to clarify in what
circumstances you will delay acceptance a nd, supplementally, please confirm that
any such delay will be consistent with Rule 14e-1(c).  For example, if you are referring to the right to delay acceptance only due to an extension of the exchange
offer, so state.
 9. We note your reservation of the right to am end the terms of the exchange offer.
Please revise your disclosure to indicate that, in the even t of a material change in
the exchange offer, including the waiver  of a material condition, you will extend
the exchange offer period if necessary so th at at least five business days remain in
the exchange offer following notice of the material change.
 Conditions to the Exchange Offer, page 8

10. All conditions to the exchange offer, except those related to the receipt of
government regulatory approvals necessary to consummate the exchange offer,
must be satisfied or waived at or before  the expiration of the exchange offer, not
merely “before the acceptance of the ol d junior subordinated debentures” for
exchange.  Please revise the language accordingly.
 11. We note that you may determine in y our “judgment/sole discretion” whether
certain exchange offer conditions have occurr ed or are satisfied.  Please revise to
include an objective standard for the determination of whether a condition has
been satisfied.
 Legal Ownership and Book-Entry Issuance, page 33

 Considerations Relating to DTC, page 36

12. We note your disclosure that you assume no responsibility for the accuracy of the
information concerning DTC and DTC’s book- entry system.  Please revise your
disclosure to remove the apparent disc laimer that you do not bear responsibility,

Kathleen E. Shannon
American Interna tional Group, Inc.
April 2, 2009 Page 4
and thus are not subject to liability, for the disclosures made in the registration
statement.
 Certain United States Federal Inco me Tax Considerations, page 47

 Treatment of the Exchange, page 48

13. Please revise your disclosure to clarify that the information provided under this
heading is the opinion of your c ounsel, Sullivan & Cromwell LLP.

Registration Statement on Form S-4, filed March 18, 2009 (File No. 333-158098)

14. Comments relating to your Form S-4 (File No. 333-158019) also constitute
comments on Form S-4 (File No. 333-158098)  to the extent applicable.
 Form 10-K for the Fisc al Year Ended 12/31/08

 Item 1A.  Risk Factors, page 21

15. Your introductory paragraph in this s ection states that “[w]ithout additional
support from the U.S. government, in th e future there could exist substantial
doubt about AIG’s ability to continue as  a going concern.”  We also note your
disclosure under the heading “Consideration of AIG’s Ability to Continue as a Going Concern” starting on page 39.  You disclose that “management has made
significant judgments and estimates with  respect to the potentially adverse
financial and liquidity eff ects of AIG’s risks and uncer tainties” and that it is
possible “that one or more of management ’s significant judg ments or estimates
about the potential effects of the risk s and uncertainties could prove to be
materially incorrect.”  Sin ce it appears that there is a reasonable probability that
AIG will not be able to continue as a going concern, please include additional
disclosure describing the eff ect that not being able to continue as a going concern
would have on AIG’s businesses, including collateral calls, breach  of contractual
agreements, etc.

16. Please include a new risk factor discussing the risks of having i ssued the Series C
Perpetual, Convertible, Participating Preferred Stock without first obtaining
shareholders’ approval.  In that rega rd, we note that action was brought in
Delaware court and the ultimate disposition of the matter will depend upon future events even though the suit was dismissed.  For example, if the shareholders other
than the Series C preferred shareholders  ultimately vote against the proposal to
authorize common stock to enable the conve rsion of the Series C preferred stock,
the common stockholders will still have suffered detriments related to the loss of voting power and economic rights without having first voted upon the original

Kathleen E. Shannon
American Interna tional Group, Inc.
April 2, 2009 Page 5
issuance of the Series C preferred stoc k.  This may give rise to additional
litigation directed against AIG.

17. Please tell us whether the issuance of pr eferred equity in holding companies for
AIA and ALICO is expected to further limit the subsidiaries’ ability to upstream dividends and other distributi ons to the holding company such  that a risk factor is
needed.  If you do not believe a new risk f actor is needed, please tell us your basis
for such conclusion.
 18. We note your brief reference on page 24 to the decline in the U.S. real estate
market and how this has affected the liquid ity of AIG’s securiti es portfolios.  We
are concerned that this brief reference does not give appropriate emphasis to the
effect the declining real estate market has on your financial condition, including
your direct investments in RMBSs and CMBS s, your substantial CDSs related to
RMBSs that are still outsta nding, and your equity interest  in Maiden Lane II and
Maiden Lane IIII.  Please include a sepa rate risk factor th at describes how the
deteriorating conditions in the real estate  market have affected and continue to
affect your operations and investments.

19. We note your risk factors relating to the retention of employees on page 30 and the risk factor relating to AIGFP wind-dow n risks on page 32.  Please include a
new risk factor that provides the info rmation you described in the white paper
sent to the U.S. Department of the Treasury about how and why you would suffer
risks if key AIGFP employees were to l eave, particularly as described in the
section “Details Regarding Business Impact of Failure to Pay.”  If you believe
you do not need to provide this informati on to investors, please tell us your
reasons why you believe so even though the information was provided to the
federal government.

20. We note your disclosure on pages 133-136 re lating to the regulatory capital relief
CDS transactions.  On page 136 you state that “[g]iven the curr ent performance of
the underlying portfolios, the level of subordination and the expectation that
counterparties will terminate these trans actions prior to their maturity; AIG
Financial Products Corp. does not expect  that it will be required to make
payments pursuant to the contractual terms of  these transactions.”  Please consider
whether you need to include a new risk factor describing the possibility that
counterparties will not terminate these transactions if the underlying portfolios experience a rapid decline, as it was the case with the super senior collateralized
debt obligations.  If you do not believe a new risk factor is needed, please tell us
your basis for such conclusion.

Kathleen E. Shannon
American Interna tional Group, Inc.
April 2, 2009 Page 6  The issuance of the Series C Preferred Stoc k may have adverse consequences for AIG…,
page 27

21. You disclose that you cannot provide any a ssurances that the failure to obtain
required consents or approvals as a result of the change in control of AIG will not have a material adverse effect on AIG’s consolidated financial condition, results
of operations or cash flows.  Please revise your risk factor  to describe and
quantify the material adverse effects th at could potentially result from not
obtaining all required consen ts or approvals from AI G’s regulators or from a
breach of any material contract or agreement.
 Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 38
 Results of Operations, page 63

22. On page 67, you disclose that in connec tion with certain se curities lending
transactions, you met the requirement s of sale accounting under SFAS 140
because collateral received was insufficient to fund substantially all of the cost of
purchasing replacement assets for the securi ties lent to various counterparties.
Please explain why this would result in a deemed sale under SFAS 140 as
indicated by your disclosure.
 Restructuring expenses and related asset impairment and other expenses, page 69

23. We note that you awarded $492 million in re tention awards and that the total
amount expected to be incurred related to retention programs is approximately
$1.0 billion.  Please expand your disclosure  to provide additional details about
how the remaining amount will be spent, including when you plan to make additional retention awards and what gr oups will be the recipients of those
awards.

Critical Accounting Estimates, page 123

 AIGFP’s Super Senior Credit De fault Swap Portfolio, page 130

24. Please refer to the two paragraphs after the table you intend to provide in response
to prior comment two in your March 18, 2009 letter.  Please disclose:
• The nature and extent of data available to you related to these regulatory capital CDS transactions as well as the frequency and timing in which you
receive available data;

Kathleen E. Shannon
American Interna tional Group, Inc.
April 2, 2009 Page 7
• The reasons that you are not able to provide accurate, comparable,
quantitative information with respect to  the credit quality of the underlying
assets; and
• Why you believe that the data that you are provided is timely, reliable and
sufficient to continuously assess risk a nd determine the fair value of these
CDS transactions from reporting period to reporting period.
 25. Please refer to prior comment four.  Pleas e revise your disclosure to clarify how
the ML III transaction affected the unreal ized market valuation loss and derivative
liability presented in the table at the top of page 131.  Consider providing a
rollforward of the derivative liability.
 Financial Statements, page 190

 Note 5 – Investments, page 245

26. Please refer to prior comment one.  Please revise your disclosure to clarify how
the Maiden Lane III trans actions affected your financial statements.  Please
disclose each of the related amounts th at were recorded in your financial
statements immediately prior to the consummation of the Maiden Lane III
transactions, including the related derivati ve liabilities and co llateral postings, and
provide us with the journal entries that you used to record your initial investment
in Maiden Lane III.

27. You disclose that AIG is not the primary beneficiary of ML III.  Please provide us
with an analysis supporting your determin ation of the primary beneficiary under
FIN 46(R).  Based on your disclosure, ML III appears to have been funded with $40.0 billion from AIG ($5 billion equity in terest plus $35.0 bill ion of collateral
previously posted), and the loan from the NY Fed of $23.8 billion.  Ac