SecProbe.io

August 18, 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 August 11, 2010 File No. 001-8787
 Dear Mr. Benmosche:
 We have reviewed your filing and have the following comment.  In our comment we ask
you to provide us with information so we may better understa nd your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.               General

1. Please provide us with a detailed analysis  that supports your conclusion that the
agreement to sell 80 percent of American Ge neral Finance, Inc. does not constitute a
material definitive agreement not made in your  ordinary course of business, which would
have required disclosure under Item 1.01 of Fo rm 8-K.  We note that you will recognize a
pre-tax loss of approximately $1.9 billion in th e third quarter of 2010 in connection with
this transaction and that over the last four  quarters you reported a net loss of $2.7 billion
(second quarter of 2010), net income of $1.5 b illion (first quarter of 2010), net loss of
$8.9 billion (fourth quarter of 2009) and net income of $455 million (third quarter of 2009).  In your response, please provide us with  specific details about the transaction that
support your analysis.
* * *
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of

Robert H. Benmosche American Interna tional Group, Inc.
August 18, 2010 Page 2

1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comment, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure 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 comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

Please contact Sebastian Gomez Abero at (202) 551-3578 or me at (202) 551-3715 with
any questions.
Sincerely,
       Jeffrey Riedler
Assistant Director