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Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                    January 13, 2010   Mr. Robert H. Benmosche President and Chief Executive Officer  American Internati onal Group, Inc.
70 Pine Street New York, New York 10270
Re: American International Group, Inc.
 Form 8-K filed on December 31, 2009
File No. 001-8787
 Dear Mr. Benmosche:

We have reviewed your filing and have th e following comment.  In our comment,
we ask you to provide us with information to better understand your disclosure.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filing.    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 on 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. On December 24, 2009, AIG determined to us e stock units reflecting the value of
its common stock for 2009 stock salary grants to AIG’s most highly compensated
employees.  As reported in the New York Times on January 3, 2010, however, your former general counsel and vice ch airman had previously described the
value of AIG’s common stock as worthless.   Please summarize for us the basis for
this conclusion regarding the value of  AIG’s common stock, including the key
assumptions in reaching that conclusi on.  The New York Times article also
reported that the Federal Reserve Bank of New York had concurred with the
conclusion.  Please also su mmarize for us the basis for the Federal Reserve’s
conclusion, including the key assumptions in their analysis.  Finally, tell us the
factors considered in AIG’s recent decision to use stock units reflecting the value

Mr. Robert H. Benmosche
American Internati onal Group, Inc.
January 13, 2010 Page 2
 of its common stock for 2009 stock salary grants, in light of the conclusion regarding the value of AIG’s common stock.

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Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your response to our
comment and provide the request ed information.  Detailed le tters greatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.
  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.
  In connection with responding to our comment, please provide , in your letter, 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 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 comment on your filing.
Please contact Frank Wyman, Staff Account ant, at (202) 551-3660, Joel Parker,
Accounting Branch Chief, at (202) 551-3651, Se bastian Gomez, Staff Attorney, at (202)
551-3578, or Jeffrey Riedler, Assistant Dire ctor, at (202) 551-3715 if you have any
questions.  In this regard, do not hesi tate to contact me at (202) 551-3679.
 Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant