SecProbe.io

February 14, 2011
 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 8-K
   Filed February 9, 2011
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.  If you do not believe a comment applies to your facts and circ umstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the fo rm type label CORRESP that keys your
response to our comments.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Item 8.01

1. For the $4.1 billion charge that you expect to record in the fourth quarter of 2010, please
provide us the following:
• An analysis supporting why this change in  estimate is appropriately recorded in
the fourth quarter of 2010.  Your analysis  should address both why this amount is
required under GAAP to present fairly  your loss reserves at December 31, 2010
and why recognition in earlie r periods was not required.  We would expect this
analysis to go into more detail than th e disclosures, including those suggested in
comment two below, that you intend to make in your December 31, 2010 Form
10-K.
• A robust chronology of the events enco mpassing your annual comprehensive loss
reserve review leading to your determina tion to record the $4.1 billion charge.

2. In the press release included as exhib it 99.1 of your filing, you refer to reserve
strengthening occurring in four  classes of business.  In preparing your disclosures in

Robert H. Benmosche American Interna tional Group, Inc.
February 14, 2011 Page 2

Management’s Discussion and Analysis of your  Form 10-K for the year ended December
31, 2010, please confirm to us that your disc losures will address the following with
respect to the $4.1 bi llion 2010 fourth quarter charge  by class of business:

a. Identify and describe in reasonable specifi city the nature and extent of a) new
events that occurred or b) additiona l experience/information obtained in the
fourth quarter that led to the change in  estimates in the fourth quarter of 2010.
Ensure your explanation clar ifies the timing of the cha nge in estimate such as
why recognition occurred in  the period that it did and why recognition in
earlier periods was not required.
b. If applicable, describe management’s policy for adjusting the liability for
unpaid claims and claim adjustment expe nses to an amount that is different
than the amount determined by actuaries.
1. Describe the method used  by management to determine the adjustment
and the extent to which it relie s on objective versus subjective
determinations.  Such adjustments may include, but not be limited to,
an incremental provision, a reduction in  the liability, or a reversal of a
previously recorded adjustment.
2. When such adjustments or reve rsals are made, include MD&A
disclosure that id entifies the amount of the ad justment or reversal, the
method used by management to determine it, and the specific
underlying reasons that explain why management believes the
adjustment or reversal is necessary.
c. Disclose the nature of the individual components (e.g. type of business, year
of business written etc.) of each class of business.  To the extent that a class of
business includes a component whose cha nge in estimate is significant, please
address the disclosures in a. and b. a bove by individual component in addition
to class of business.

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.

Robert H. Benmosche American Interna tional Group, Inc.
February 14, 2011 Page 3

You may contact Vanessa Robert son, Staff Accountant, at (2 02) 551-3649 or Joel Parker,
Accounting Branch Chief, at (202) 551-3651 if you have any questions rega rding the comments.
In this regard, do not hesitate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant