SecProbe.io

November 10, 2010
  Mr. Robert H. Benmosche President and Chief Executive Officer  American Internati onal Group, Inc.
180 Maiden Lane New York, New York 10038
Re: American International Group, Inc.
 Form 10-Q for the Fiscal Qu arter Ended September 30, 2010
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 so  we may better underst and 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 a comment applies 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 keys  your responses to our comments.

After reviewing the information provided, we may have additional comments and/or
request that you amend your filing               Item 2. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Executive Overview

 AGF Sale, page 113

1. Please disclose the factors that led to an es timated pre-tax loss of $1.9 billion related to
AGF and quantify the components of  this loss, such as the wr ite-off of AGF’s intangible
assets.  In addition, tell us why you believe d that the assumptions underlying your prior
impairment assessments for these assets were reasonable.

Mr. Robert H. Benmosche American International Group November 10, 2010 Page 2

Nan Shan Transaction, page 114

2. You assert that the proceeds from the expected sale of Nan Shan will approximate the
previous sale amount.  Please tell us why you believe this conclusion is reasonable and
how it considers recent expe riences in selling AGF, AIG Edison and AIG Star.
 Critical Accounting Estimates

 Goodwill Impairment, page 176

3. The fair value of the AIG Star and AIG Edison exceeded book value at March 31, 2010
by 51%.  Please disclose the factors that cau sed the recent change in the fair value for
these entities, which resulted in a $1.3 bill ion goodwill impairment charge in the third
quarter of 2010, and tell us why you believed that the prior assumptions used to
determine fair value for these entities were reasonable.

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
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 comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d 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 Frank Wyman, Staff Accountant, at (202)  551-3660 or Joel Parker,
Accounting Branch Chief, at (202) 551-3651, if you have any questions re garding the comments.
In this regard, do not hesitate to contact me at (202) 551-3679.

Sincerely,

 Jim B. Rosenberg Senior Assistant Chief Accountant