SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                  October 29, 2009  Robert Benmosche President and Chief Executive Officer American Interna tional Group, Inc.
70 Pine Street New York, New York 10270

Re:  American International Group, Inc.
Form 8-K filed October 23, 2009 File No. 1-8787

Dear Mr. Benmosche:
We have reviewed your Current Report  on Form 8-K filed October 23, 2009 and
have the following comment.  If you disagr ee, we will consider your explanation as to
why our comment is inapplicable.  Please be as  detailed as necessary  in your explanation.
Please respond to the following comment within 10 business days.
 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 filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Item 5.02. Departure of Director s or Certain Officers; Electio n of Directors; Appointment
of Certain Officers; Compensatory  Arrangements of Certain Officers.

1. We note that the Determination Memorandum  sets significant new restrictions on
the compensation of certain of your employees, including your principal financial officer and each of your other named executive officers.  Please amend your Current Report on Form 8-K to disclose the amounts that will be payable to your
principal financial officer and each of  your other named executive officers under
the modified compensation arrangements.

* * * *

In connection with responding to our comment, please provide, in writing, a
statement from the company acknowledging that:

Robert Benmosche
American Interna tional Group, Inc.
October 29, 2009 Page 2

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

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any 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 person under the federal secu rities laws of the
United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Sebastian Gomez Aber o at (202) 551-3578 or me at (202) 551-
3715 with any questions.

        S i n c e r e l y ,              J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r

 cc: Kathleen E. Shannon
Senior Vice President, Secret ary & Deputy General Counsel