SecProbe.io

July 20, 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 June 25, 2010 response to our June 4, 2010 letter and have the
following comments.  In our comments, we ask y ou to provide us with information to better
understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response. Where a comment requests you to revise disclosu re, the information you provide s hould show us what the revised
disclosure will look like and identify the annual or quarterly filing, as applicable, in which you
intend to first include it.  If you do not be lieve our comments apply to your facts and
circumstances, please tell us why in your res ponse.  Please furnish us a letter on EDGAR under
the form type label CORRESP that ke ys your responses to our comments.

After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Capital Resources and Liquidity, page 43

1. Please refer to prior comment one and the revi sed disclosure in the second paragraph on
page 4.  Please quantify the cash provided by your General Insurance operations and life
insurance subsidiaries and the cash used  in connection with the AIGFP wind-down.

Mr. Robert H. Benmosche American Interna tional Group, Inc.
July 20, 2010 Page 2

Notes to Consolidated Financial Statements

 Note 11. Derivatives and Hedge Accounting, page 273

2. We note the disclosure you propose to add in your Second Quarter 2010 Form 10-Q.  As
discussed during our June 15, 2010 telephone call, please expand this disclosure to also
disclose:
• that when the wind-down is substantiall y complete, you expect the notional value
of the remaining derivative portfolio  will be approximately $300-$500 billion;
• the notional amount of the $300-500 billi on that you expect will relate to
traditional financial risk management programs;
• that you expect the wind-down will be substantially complete by December 31,
2010; and
• that derivatives for traditional financial risk management programs will be
managed outside of AIGFP.

You may contact Frank Wyma n, Staff Accountant, at ( 202) 551-3660 or Joel Parker,
Accounting Branch Chief, at (202) 551-3651, if you have any questions re garding the processing
of your response, as well as any questions rega rding comments on the financial statements and
related matters. Please contact Sebastian Go mez Abero, Staff Attorney, at (202) 551-3578 or
Jeffrey Riedler, Assistant Director, at (202)  551-3715 with questions on any of the other
comments. In this regard, do not hesi tate to contact me at (202) 551-3679.

Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant