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Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                    February 3, 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 10-Q for the Fiscal Qu arter Ended September 30, 2009
File No. 001-8787

Dear Mr. Benmosche:

We have reviewed your January 15, 2010 re sponse to our December 9, 2009 letter
and have the following comments.  In our comments, we ask you to provide us with
information to better understand your disc losure.  Where a comment requests you to
revise disclosure, the information you provide should show us what the revised disclosure
will look like and identify the f iling, in which you intend to fi rst include it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filing.   Notes to Consolidated Financial Statements

 12. Federal Income Taxes, page 79

1. Please refer to prior comment two.  Rega rding the tax expense associated with
investment in subsidiaries, revise to disclose the information provided in your
response. Ensure that your revised di sclosure complies with paragraph ASC 740-
30-50-2.

Mr. Robert H. Benmosche
American Internati onal Group, Inc.
February 3, 2010 Page 2
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Liability for Unpaid Claims and Cl aims Adjustment Expense, page 123
2. Please refer to prior comment three. Please provide us with the following
information.
a. Tell us whether the Company has or  intends to request the “actual
analysis” underlying the Bernstein repor t. If not, tell us why you believe
further investigation of this issue is not necessary.
b. Describe the specific analysis and as sertions included in the Bernstein
report and provide us with your evaluation of them.
c. Explain why you believe that the actu al analysis underl ying the Bernstein
report may have been based on Schedul e P data that you have cautioned is
not appropriate for reserve adequacy determinations.
d. Tell us whether you have any reason to believe that your reserves as
reported were not adequate other than as you have disclosed for changes in
prior year estimates.

*    *    *    *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your responses to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.

Please contact Frank Wyman, Staff Accountant, at (202)  551-3660 or Joel Parker,
Accounting Branch Chief, at (202) 551-3651, if you have any questions these comments.
In this regard, do not hesitate to contact me at (202) 551-3679.

Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant