SecProbe.io

September 22, 2011
 Via E-mail

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 September 13, 2011
File No. 001-08787

Dear Mr. Benmosche:
 We have reviewed your filing and have the following comment.  Please respond to this
letter within ten business days by amending your  filing, by providing the requested information,
or by advising us when you will provide the requested response.  If you do not believe our comment applies 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 filing and the information you provide in
response to this comment, we may have additional comments.    Exhibit 5.1

1. Sullivan & Cromwell LLP states in their legal opinion that they “have assumed that the
Indenture has been duly authorized.”  It is inappropriate for counsel to include
assumptions that are too broad, that “assume away” the issue or that assume any of the
material facts underlying the opinion.  Acco rdingly, please amend your Form 8-K to file
a revised legal opinion that does not include the assumption that th e Indenture has been
duly authorized.

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;

Robert H. Benmosche American Interna tional Group, Inc.
September 22, 2011 Page 2

  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 Jennifer Rieg el, Special Counsel, at (202)  551-3575 or me at (202) 551-
3715 with any questions.
Sincerely,
  /s/ Jeffrey Riedler
Jeffrey Riedler
       A s s i s t a n t  D i r e c t o r