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Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                    June 4, 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 May 28, 2010 re sponse to our April 23, 2010 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 annual or quart erly filing, in which you intend to first
include it.  If you do not believe that revised disclosure is ne cessary, explain the reason in
your response.  After reviewing the info rmation provided, we may raise additional
comments and/or request that you amend your filing.
Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Capital Resources and Liquidity, page 43

1. Please refer to prior comment three. Your proposed new disclosure does not
adequately follow the guidance in SEC Release No. 33-8350, IV, B, which seeks
to avoid a recitation of am ounts presented in your consol idated statement of cash
flows. We reissue our comment. Your revi sed disclosure should also describe and
quantify the sources of liquidity that will allow you to meet the contractual
obligations in 2011-2014, as shown on page  59. Also, to the extent that you
expect this liquidity to be provided by future cash flows from  operating activities,
describe and quantify the planned changes in the operations of Sun America and
Chartis that you expect will generate the ne cessary level of future cash flows from
operating activities.

Mr. Robert H. Benmosche
American Internati onal Group, Inc.
June 4, 2010 Page 2
 AIGFP, page 52

2. Please refer to prior comment five. Please describe the contracts in the “all other derivatives” category and qua ntify their notional value.  Disclose the effect on
results of operations, financial position and cash flows of future collateral
postings expected for this category.
 Investments

 AIGFP Trading Investments, page 167

3. Please refer to prior comment seven. Please disclose the investment gains (losses)
for each fixed maturity trading investment class and further disaggregate this information for RMBS, CMBS and CDO/ABS securities. Ensure that this information supports the tabular disc losure on page 115 and the narrative
disclosure on page 116.
 Notes to Consolidated Financial Statements

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

4. Please refer to prior comment eight. Pleas e explain to us the nature of your
significant continuing involvement with 21st Century, HBS and the investment
advisory and third party asset management businesses.
Note 11. Derivatives and Hedge Accounting, page 273

5. Please refer to prior comments 2, 11 and 12. Mr. Pasciucco said in the February
18, 2010 Financial Times article that deriva tives with a notiona l value of between
$300 billion and $500 billion, or between  15% and 25% of the derivative
portfolio’s original size, w ould not be sold and that those assets could either be
managed by AIG or outsourced to an exte rnal fund manager. Please revise to
disclose the factors you will consider in deciding to either retain or wind-down
derivatives and, for those that you intend to retain, disclose your estimate of their
amount, type and purpose. Also, you state that an orderly wind -down of AIGFP’s
derivatives will require a substantial peri od of time and that you cannot determine
the expected remaining life of the notional amounts of this portfolio.  However, testimony by Robert Benmosche and James Millstein on May 26, 2010 at the
Congressional Oversight Panel Hearing on AIG TARP Assistance indicated that the AIGFP unwinding program would be s ubstantially complete by December 31,
2010.  Please explain this apparent inconsis tency and revise your disclosure as
necessary.

Mr. Robert H. Benmosche
American Internati onal Group, Inc.
June 4, 2010 Page 3
 Note 21. Federal Income Taxes, page 332

6. Please refer to prior comment 14. We were unable to determine how your reduction of deferred tax liabili ties and increase in defe rred tax assets in 2009 was
reflected in additional paid-in capital. Pl ease tell us the amount of these offsetting
credits and where you recorded them in th e Consolidated Statement of Equity.

*    *    *    *

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 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