SecProbe.io

May 20, 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 10-Q for the Quarterly Period Ended March 31, 2011
   Filed May 5, 2011
File No. 001-8787

Dear Mr. Benmosche:
 We have reviewed your filing and have the fo llowing comment.  In our comment, we ask
you to provide us with information so we may better understa nd your disclosures.
 Please respond to this letter within ten business days by providing us the requested
information or by advising us when you will provide the requested response.  If you do not believe the comment applies to your facts a nd circumstances, please tell us why in your
response.  Please furnish us a letter on EDGAR under the form type label CORRESP that keys
your response to our comment.

After reviewing the information provided, we may raise 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
 Investments, page 141

1. Please refer to the table on the top of pa ge 142 showing credit ratings of your fixed
maturity investments. You state in the sec ond paragraph preceding this table that your
investment decision process relies primarily on internally generated fundamental analysis
and internal risk ratings and th at third party rating services ’ ratings and opinions provide
one source of independent perspective for consid eration in the internal analysis.  Please
summarize for us the investments for whic h you performed this analysis and the
procedures you performed.  Also, where this an alysis resulted in you concluding that the
rating assigned by the third party cred it rating agency at December 31, 2010 was
significantly different, provide us  the fair value and amortized cost of those investments,
as well as how and why your conclusion differed.

Robert H. Benmosche American Interna tional Group, Inc.
May 20, 2011 Page 2

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 comment, please provide 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.

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 regarding the comment.
In this regard, do not hesitate to contact me at (202) 551-3679.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant