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Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                    April 5, 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 April 2, 2010
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 9.01.  Financial Statements and Exhibits.

1. We note that the Determination Memorandum, dated March 23, 2010, references
Exhibits I and II, which do not appear to have been filed.  Please amend you
Form 8-K to file a complete copy of the Determination Memorandum, including
Exhibits I and II.

*   *   *    *

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.

Robert H. Benmosche
American Interna tional Group, Inc.
April 5, 2010 Page 2   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.
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