SecProbe.io

April 5, 2012
 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 10-K for the Fiscal Year Ended December 31, 2011
   Filed February 23, 2012
File No. 001-08787

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 understa nd your disclosures.
 Please respond to this letter within 10 business days by providing us 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
responses to our comments.

After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

General

1. We have not yet reviewed the Part III inform ation that is incorpor ated by reference into
your Form 10-K. We may have further commen ts after reviewing that information and
advise you that we will not be able to clear our review of your filing until we have the
opportunity to resolve an y resulting comments.
 Risk Factors

If we are unable to maintain the availability of  our electronic data systems and safeguard the
security of our data…, page 41

2. We note that you disclose that your system s could be subject to unauthorized access,
systems failures and disruptions.  Please te ll us whether you have experienced attacks,
unauthorized access, systems failures and disr uptions in the past and, if so, whether
disclosure of that fact would provide the prope r context for your risk factor disclosures.

Robert H. Benmosche American Interna tional Group, Inc.
April 5, 2012 Page 2

 Please refer to the Division of Corporation Fi nance’s Disclosure Guidance Topic No. 2 at
http://www.sec.gov/divisions/corpfin/guida nce/cfguidance-topic2.htm for additional
information.
 Item 7.Management’s Discussion and Analysis of  Financial Condition and Results of Operations

Outlook
SunAmerica
Interest Crediting Rates, page 58

3. Please provide us proposed disclosure to be in cluded in future periodic reports regarding
management’s current plans to mitigate the effect of the low interest rate environment that provides specificity as to how this will be accomplished though your asset-liability
management process, product design elements, and crediting rate strategies. In addition,
since the Federal Reserve Board recently announ ced that it plans to keep interest rates
low until at least through late 2014, please quan tify the expected impact that low rates
will have on pretax earnings in future periods.
 Capital Resources and Liquidity

Liquidity of Parent and Subsidiaries
Uses of Liquidity, page 126

4. Please expand your disclosure to disclose the Specified Minimum Percentage of your
Company Action Level RBC for both Char tis and SunAmerica throughout your
description of the CMAs.  Please clarify that  this Specified Minimu m Percentage of your
Company Action Level RBC may trigger eith er a dividend from the operating company
or a contribution from AIG.  Please also clarify when the respective dividends and
contributions may each occur. Please disclose the net aggregate amounts paid or received by AIG from each of Chartis and SunAmerica in the fiscal year ended December 31,
2011.

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.
April 5, 2012 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 questions regarding the processing of
your response as well as any questions regarding comments on the financial statements and
related matters.  You may contact Jennifer Rieg el, Special Counsel, at (202) 551-3575 or Jeffrey
Riedler, Assistant Director, at  (202) 551-3715 with questions on a ny of the other comments.  In
this regard, do not hesitate to contact me at (202) 551-3679.

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg Senior Assistant Chief Accountant