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Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                    April 23, 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-K for the Fiscal Year Ended December 31, 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.

General

1. We have not yet reviewed the Part I II information that is incorporated by
reference in your Form 10-K. We may have further comments after reviewing that
information and we will not be able to clear our review of your filing until we
have the opportunity to reso lve any resulting comments.

Mr. Robert H. Benmosche
American Internati onal Group, Inc.
April 23, 2010 Page 2
 Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Capital Markets, page 40

2. We note that your disclosure about AIG FP focuses on the continued unwinding of
AIGFP’s business and portfolio in 2009, and the expectation that it will continue
in 2010.  However, a February 18, 2010 ar ticle in the Financial Times citing
Mr. Gerry Pasciucco appears to indicate that AIGFP’s strategy has changed and
that AIGFP now intends to keep deriva tives with a notional value of between
$300 billion and $500 billion.  Plea se tell us if in fact AIGFP now plans to keep a
portion of its derivatives portf olio.  If so, please revise your disclosure to discuss
the change in AIGFP’s strategy, the reas ons why AIGFP decided to keep that
portion of its derivatives portfolio, and whether the derivatives that will be kept
were entered into for hedging or investi ng purposes.  Please also consider the
appropriateness of revising disclosure in other parts of the 10-K, such as in the Risk Factors section. For example, please c onsider including risk factor disclosure
not only regarding the risks to the co mpany of the successful unwinding of a
portion of the remaining CDSs written by AI GFP but also the risks to AIG posed
by retaining a portion of such CDS portfo lio. Also, indicate where appropriate
throughout the document the factors the co mpany will consider in deciding which
classes of its remaining CDS portfolio it wi ll retain and which classes it will seek
to unwind.

Capital Resources and Liquidity, page 43

3. Please provide an analysis and explanati on of the sources and uses of cash and
material changes in particular items underlying the major captions reported in
your financial statements, see SEC Release No. 33-8350, IV, B.

Future Cash Requirements, page 45

4. Please disclose the restructuring opport unities you are explor ing, so that ILFC
will meet its existing obligations through February 28, 2011. Also, explain the
consequences to ILFC, AGF and the Company, if ILFC and AGF are unable to meet their obligations after the Fe bruary 28, 2011 termination of support
arrangements.  Ensure that your revised di sclosure quantifies th e expected impact
of these actions on your liquid ity and capital resources.

AIGFP, page 52

5. Regarding the roll forward of collateral posted by AIGFP, it appears that a large
portion of the collateral activity for deriva tives does not relate to super senior
credit default swaps.  Please disclose  what derivatives the $15.1 billion in
collateral returned to you represents.  For those derivatives that are not super
senior credit default swaps, please disc lose the contractual terms requiring the

Mr. Robert H. Benmosche
American Internati onal Group, Inc.
April 23, 2010 Page 3
 posting of the collateral and discuss the impact that su ch collateral postings have
had or may have on your liquidity.  Please ensure that the disclosure includes both
asset and liability positions fo r the aforementioned derivatives.
 Investments

 Investments in RMBS, CMBS, CDOs and ABS, page 161

6. Please revise the disclosure to link the unr ealized losses to the tabular disclosure
showing credit ratings and vintage of the RMBS, CMBS and CDO investments on
pages 163, 164, and 166.

AIGFP Trading Investments, page 167

7. Please disclose the realized and unrealized  gain (loss) for each fixed maturity
trading investment class and further disaggregate the information for RMBS,
CMBS and CDO/ABS and other collaterali zed.  Please revise the disclosure to
link this information to the tabular disc losure on page 115 and narrative disclosure
on page 116.  Also, in the corresponding section in critical accounting estimates,
describe and quantify the methods an d significant assumptions used in
determining the fair value of  these investments and the sensitivity of your future
operating results to the impact of reasonabl y likely changes in these assumptions.
 Notes to Consolidated Financial Statements

 Note 3.Discontinued Operations and He ld-For-Sale Classifications, page 224

8. Please tell us your basis for not including the investment advisory and third party
asset management business, which you have agreed to sell, or any other business sold during 2009, such as 21
st Century and HSB, as di scontinued operations in
your consolidated statements of income (loss).
 Note 6. Investments, page 262

9. Please disclose the factors that you consider ed in assessing the existence of other-
than-temporary impairment in your “other invested assets.” Ensure that your
revised disclosure addresses the future implications of the investment risks
inherent in alternative funds.

Note 7. Lending Activities, page 263

10. Please revise to disclose the factors th at you considered in concluding that the
$838 million allowance for mortgage and other loans receivable and the $1.6
billion allowance for finance receivable  losses were adequate at December 31,
2009. Ensure that your response addresse s the future implications of the

Mr. Robert H. Benmosche
American Internati onal Group, Inc.
April 23, 2010 Page 4
 underlying investment risks (e.g. non-prime and subprime) and the recent deterioration in these portfolios, as described on pages 189 and 190.

Note 11. Derivatives and Hedge Accounting, page 273

11. Please revise the tabular disclosure on  page 273 to quantify the notional amounts
for each type of derivative instrument subject to the AIGFP unwinding program.
Also, disclose the expected remaining life of the notional amounts to be wound-
down, consistent with your disclosure on page 263 of your 2008 Form 10-K. Ensure that your MD&A describes and quantifies all AIGFP wind-down
activities, as depicted in  the exhibit, The Restru cturing Plan (shown on your
website), for each period presented.

12. Please expand the disclosure on page 276 fo r derivative instrume nts not subject to
the AIGFP unwinding program to quantify the notional amounts related to your
risk mitigation strategies and AIGFP’s act ivities as a dealer. Ensure that your
revised disclosure complies with th e requirements of ASC 815-10-50 and
facilitates investors’ understanding of the effectiveness of your economic hedges
in meeting the risk mitigation objectives described in the section, Risk Management.

Note 21. Federal Income Taxes, page 332

13. Please tell us how you determined the am ount of tax benefit allocated to each
financial statement component and how your allocations comply with ASC 740-
20-45. Include your computation of the in tra-period tax allocation for 2009.

14. Please revise to disclose the factors underlying the change in the caption,
“investments in foreign subsidiaries and joint ventures,” in the table on page 334
from a deferred tax liability of $2.3 billi on at December 31, 2008 to a deferred tax
asset of $2.2 billion at December 31, 2009. Ensure that your revised disclosure
explains and quantifies the related impact on your operating results.
Item 15.  Exhibits, Financial Statements Schedules, page 349

15. Your exhibit index does not incorporate by reference the Shortfall Agreement or
any of the amendments to the Shortfall Ag reement relating to the Maiden Lane III
transaction.  Please amend your filing to incorporate by reference the Shortfall
Agreement and all subsequent amendments to the Shortfall Agreement, or provide
us with a detailed analysis explaining w hy you are not required to incorporate by
reference those documents.
 16. Your exhibit index incor porates by reference the Asset Purchase Agreement,
dated as of December 12, 2008, entered in to in connection with the Maiden
Lane II transaction.  We note that the Asset Purchase Agreement omits Schedule A and Exhibits C, D and E.  We also note that on March 31, 2010, the

Mr. Robert H. Benmosche
American Internati onal Group, Inc.
April 23, 2010 Page 5
  Federal Reserve Bank of New York releas ed details about the Maiden Lane II
portfolio, including the CUSIP and description of the resi dential-mortgage-
backed-securities held in that portfolio.  Please file a complete version of the
Asset Purchase Agreement, including all schedules and exhibits.  If you file anything less than the entir e agreement, please provide us with a supplemental
copy of the entire agreement and tell us your basis for not filing the complete agreement.
*    *    *    *

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.

Mr. Robert H. Benmosche
American Internati onal Group, Inc.
April 23, 2010 Page 6
 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 regarding the processing of your response, as well as any questions regarding comments on the
financial statements and related matters. You may contact Sebastian Gomez Abero, Staff
Attorney, at (202) 551-3578 or Jeffrey Ried ler, Assistant Director, at (202) 551-3715
with questions on any of the othe r comments. In this regard, do not hesitate to contact me
at (202) 551-3679.

Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant