SecProbe.io

August 10, 2012

Via E -mail
Jeffrey A. Welikson, Esq.
Vice President, Corporate Secret ary and
Deputy General Counsel
Amer ican International Group, Inc.
180 Maiden Lane
New York, New York 10038

Re: American International Group, Inc.
  Registration Statement on Form S-4
Filed  August 2, 2012
  File No.  333-183034

Dear Mr. Welikson :

We have limited our review of your registration statement to the issue  we have addressed
in our comment .

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comment appl ies to your facts and
circumstances or do not believe an amendment is appropriate, p lease tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Exhibit 99.1

1. Please delete the language in the letter of transmittal requiring the holder to  acknowledge
or certif y that he/she has "read," "reviewed" or "understands" all  of the terms of the
exchange offer.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to  be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible f or the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comment , in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledg ing that:

Jeffrey A. Welikson, Esq.
American International Group, Inc.
August 10,  2012
Page 2

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Jennifer Riegel at (202) 551 -3575 or me at (202) 551 -3715 with any
questions.

Sincerely,

 /s/ Jeffrey Riedler

 Jeffrey Riedler
Assistant Director