SecProbe.io

October 21, 2010

Kathleen E. Shannon, Esq.  Senior Vice President and Deputy General Counsel
American Interna tional Group, Inc.
70 Pine Street
New York, New York 10270

Re: American International Group, Inc.
Registration Statement on Form S-4 Filed October 8, 2010
  File No. 333-169849    Schedule TO   Filed October 8, 2010   File No. 005-36894

Dear Ms. Shannon:

We have reviewed your registration st atement and Schedule TO and have the
following comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter by am ending your registration statement and
providing the requested information.  If you do not believe our comments apply to your
facts and circumstances or do not believe an amendment is appropriate, please tell us why
in your response.
 After reviewing any amendment to your registration statement and the
information you provide in response to th ese comments, we may have additional
comments.    Registration Statement on Form S-4

General

1. Please explain to us the factors that you considered in concluding that pro forma
financial information, showing the impact  of the planned AIG Recapitalization,
sales of AIG Starr Life and AIG Edison Life and AIA offering on your historical
financial statements, was not required in this filing. These transactions appear to
have a probable likelihood of occurren ce and a material financial statement
impact.

Kathleen E. Shannon, Esq.
American Interna tional Group, Inc.
October 21, 2010
Page 2

2. Item 10 of the Schedule TO indicates that the Company has incorporated by
reference the financial information requi red by Item 1010(a) of Regulation M-A.
Please also provide in the Offer to Ex change the information required by Item
1010(c)(1) through (5) of Regulation M- A and, if material, the pro forma
information required by (c)(6).  See Instruction 6 to Item 10 of Schedule TO.  Also refer to telephone interpretation I. H.7 in the July 2001 supplement to our
“Manual of Publicly Availa ble Telephone Interp retations” that is  available on the
Commission’s website at http://www.sec.gov for additional guidance.  Please also advise us how the Company intends to comply with Exchange Act Rule 13e-
4(e)(3).
 Cover Page

3. The cover page to your prospectus is very  lengthy.  Please limit the cover page to
one page.  Please delete the third (beg inning with “A tendering holder will
receive…”), fifth (beginning with “The exchange offer is subject to…”) and
seventh (beginning with “You must make your own decision…”) paragraphs.  We
note that this information is already in cluded elsewhere in the forepart of the
prospectus.
 Cautionary Statement Rega rding Projections…, page ii

4. We note the disclaimer in the last paragr aph of this section regarding Company’s
obligation to update any forward-looking statements. This disclaimer is inconsistent with your oblig ations under Exchange Act Rule 13e-4(e)(3) to amend
the Schedule TO to reflect a material change in the information previously
disclosed. Please revise and avoid usi ng such statements in all future
communications relating to  the exchange offers.
 About American Internati onal Group, Inc., page 1

5. It is rare for a company conducting an exchange offer to have a controlling
stockholder that is a department of the federal government.  Given this unusual
circumstance, please include a discussi on of how holders of corporate units
considering the offer to exchange should evaluate how the relationship with the
Department of Treasury has had and ma y have an impact on your business and
operations, including your business st rategy, financing activities, asset
disposition, and tenure and compensation of management.  Please address, in particular, how the interests of the De partment of Treasury (as a government
entity) may differ from those of other investors in your common stock and how
this could result in actions being taken by the company that may not be in the best
interests of other common stock investors.  Also, please revise your disclosure to
include a risk factor.

Kathleen E. Shannon, Esq.
American Interna tional Group, Inc.
October 21, 2010
Page 3
 When does the Exchange Offer expire? Page 3

6. We note the statement on this page and el sewhere in the Offer to Exchange that
any extension, waiver, amendment or termination will be followed as promptly as practicable by a public announcement.  We also note the statement in the first
paragraph following the bullet points on page 22 that the Company will give
notice of any amendment, non- acceptance, termination or waiver to the exchange
agent as promptly as practicable, followed by a timely press release.  Further, we note the statement in the fourth whole paragraph on page 20 that the proration
percentage and the results of the exchange offer will be announced by press release as promptly as practi cable after the expiration date  of the exchange offer.
Please revise all references to “promp tly as practicable” to conform to the
requirements of Exchange Act Rule 13e-4(d )(2), (e)(3) and (f)(5), as applicable.
 If I tender Corporate Units in the exchange offer, when will I receive the shares of
common stock issuable upon the exchange? page 7

7. We note your disclosure indi cating that you expect to is sue and deliver shares of
common stock on the third business day afte r the expiration date.  Please expand
your disclosure here and throughout the doc ument to state when you expect to pay
the cash portion.
 Risk Factors, page 14

8. To the extent your Form 10-Q for the quarterly period ended September 30, 2010 will contain risk factors that should be c onsidered before tendering the corporate
units, please revise the introductory paragra ph in this Risk Factors section, after
the filing of the Form 10-Q, to specifically identify the applicable portions of that
report that should be considered.

Certain aspects of the U.S. federal income  tax consequences of exchanging…, page 14

 9. We note your disclosure that “[i]f the IR S were to challenge our characterization
of the exchange offer successfully, the IRS’s recharacterization could adversely
affect you.”  Please expand to explain in  what ways the investor could be
adversely affected.
 Conditions to the Exchange Offer, page 21

10. We note that one of the conditions to the exchange offer is that “there shall not
have been any change or development that in our reasonable judgment materially reduces the anticipated benefits to us of  the exchange offer.”  Please expand your
disclosure to specifically identify the antic ipated benefits to you of the exchange
offer.

Kathleen E. Shannon, Esq.
American Interna tional Group, Inc.
October 21, 2010
Page 4

11. We note in the last sentence of the last paragraph of this section the disclosure
relating to the Company’s failure to exercise any of the rights described in this section.  This language suggests that if a condition is triggered and the Company
fails to assert the condition, it will not lo se the right to assert the condition at a
later time.  Please note that when a condition is triggered and the Company decides to proceed with the offer anyw ay, we believe that this decision is
tantamount to a waiver of the trigge red condition(s).  Depending on the
materiality of the waived condition and the number of days remaining in the offer,
the Company may be required to extend th e offer and recirculate new disclosure
to security holders.  In addition, when an Exchange Offer condition is triggered
by events that occur during the Exchange  Offer period and before the expiration
of the Exchange Offer, the Company should inform holders how they intend to proceed promptly, rather than waiting un til the end of the Exchange Offer period,
unless the condition is one wh ere satisfaction of the condi tion may be determined
only upon expiration.  Please confirm the Company’s understanding on both
points in your response letter.

Material U.S. Federal Income Tax Consequences, page 79

12. Please revise to clarify that this is th e “opinion” of Sullivan & Cromwell LLP.

13. Please delete the portion of the statemen t, appearing in the last paragraph on
page 84, indicating that the U.S. Fede ral income tax discussion “IS INCLUDED
FOR GENERAL INFORMATION ONLY.”
Validity of the Common Stock, page 86

14. We note disclosure that th e validity of the common stock will be passed upon by
Kathleen E. Shannon and Sullivan & Cr omwell LLP.  However, only the legal
opinion by Kathleen Shannon was filed as an ex hibit.  Please file as an exhibit the
legal opinion by Sullivan & Cromwell LLP or remove the reference to the firm in this section.

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 the information the Securities
Act of 1933 and all applicable Securities Act rules require.  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.

Notwithstanding our comments, in the ev ent you request acceleration of the
effective date of the pending registration st atement please provide a written statement
from the company acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

Kathleen E. Shannon, Esq.
American Interna tional Group, Inc.
October 21, 2010
Page 5

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclo sure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

Please refer to Rules 460 and 461 regard ing requests for acceleration.  We will
consider a written request for acceleration of the effective date of the registration statement as confirmation of th e fact that those requesting acc eleration are aware of their
respective responsibilities unde r the Securities Act of 1933 a nd the Securities Exchange
Act of 1934 as they relate to the proposed public  offering of the securi ties specified in the
above registration statement.  Please allo w adequate time for us to review any
amendment prior to the requested effective da te of the registration statement.
 You may contact Frank Wyma n at (202) 551-3660 or Joel Parker at (202) 551-
3651 if you have questions regarding comments on the financial statements and related
matters.  Please contact Seba stian Gomez Abero at (202) 551-3578 or me at (202) 551-
3715 with any other questions.
Sincerely,
       Jeffrey Riedler
Assistant Director
 Cc: Robert W. Reeder III, Esq.
Ann Bailen Fisher, Esq.  Glen T. Schleyer, Esq.  Sullivan & Cromwell LLP  125 Broad Street  New York, New York 10004