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Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                    December 9, 2009   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 filing and have the following comments.  In our
comments, we ask you to provide us with  information to better understand your
disclosure.  Where a comment requests you to  revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filing, as appli cable, 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.    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 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.
 Notes to Consolidated Financial Statements

4. Fair Value Measurements, page 24

1. For your transfers in or out of Leve l 3 please disclose the following:
• Your policy for transfers in or out of Level 3;
• Transfers in and out separately in the Level 3 rollforward or provide amounts on
a gross basis in a footnote to the table;
• The significant inputs that you no longe r consider to be observable; and

Mr. Robert H. Benmosche
American Internati onal Group, Inc.
December 9, 2009 Page 2
 • Any material gain or loss you recognized on those assets or liabilities during the
period, and, to the extent you exclude that  amount from the realized/unrealized
gains (losses) line item in the Level 3 rollforward, the amount you excluded.
 12. Federal Income Taxes, page 79

 2. Please explain your basis for recognizing a $754 million income tax benefit in the third quarter of 2009, attributable to the “pot ential sale of foreign businesses.” Ensure
that your response also explains the $720 m illion income tax expense recorded in the
second quarter of 2009, which also appears to be related to your divestiture plan.

Management’s Discussion and Analysis of Financial Condition and Results Operations

Liability for unpaid claims and clai ms adjustment expense, page 123

3. As reported in the New York Times on December 1, 2009, a report distributed to clients by the investment research firm  Sanford C. Bernstein indicated an $11.9
billion shortfall in your pr operty casualty reserves.  Pl ease tell us whether you have
evaluated or intend to evalua te this report and assertion, and, if so, please summarize
for us your evaluation and conclusion, or te ll us the date that you will provide us a
summary.
 Deferred Policy Acquisition Costs (Life Insura nce & Retirement Services), page 160

4. You disclose that recoverability of deferred acquisition costs is based on a number of factors, including investment returns and policy persistency. For the nine months
ended September 30, 2009, you reported $7.4 bil lion in realized capital losses and
increases in policy surrender activity. Al so, you expect continued adverse policy
persistency experience in the fourth qua rter of 2009 due to certain large group
surrenders. If a known uncertainty regardi ng the recoverability of your deferred
acquisition costs exists, please re vise to disclose the events  or circumstances that are
reasonably likely to lead to a future wr ite-down of deferred acquisition costs and your
estimate of the amount or range of amounts.  If you believe that a known uncertainty does not exist, please tell us the fact ors that you considered in reaching this
conclusion.
 Investments, page 182

 5. In the RMBS and CMBS investment tabl es on pages 186 and 187, please separate the
“BBB and below” caption into two captions , “BBB” and “Below investment grade.”
 Other-Than-Temporary Impairments, page 190

 6. For your below-investment grade securitie s where you recorded other-than-temporary
losses, disclose the amounts recorded, and for below-investment grade securities

Mr. Robert H. Benmosche
American Internati onal Group, Inc.
December 9, 2009 Page 3
 where no other than temporar y loss was recorded, disclose  why you believe no loss is
required.  You may want to consider disaggr egating the requested disclosure for those
sectors with the most exposure, such as corporate debt securities, RMBS, CMBS, and
CDOs.
*    *    *    *

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.
  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 co mments, 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 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