SecProbe.io

September 12 , 201 2

Via E -mail
Mr. Robert H. Benmosche
President and Chief Executive Officer
American International Group, Inc.
180 Maiden Lane
New York, New York 10038

Re: American International Group, Inc.
   Form 10 -Q for the Quarterly Period  Ended June 30 , 2012
   Filed August 2 , 201 2
File No. 001-08787

Dear M r. Benmosche :

We have reviewed your filing and have the following comment .  In our comment, we ask
you to provide us with information so we may better understand your disclosure s.

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
believ e the comment appl ies to your facts and circumstances, please tell us why in your
response.  Please furnish us a letter on EDGAR under the form type label CORRESP that key s
your response s to our comment.

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

Management's Discussion and Analysis of Financial Condition and Results of Operations
Capital Resources and Liquidity
Liquidity Adequacy Management
Dividend Restrictions, page 141

1. We note the recent sale of shares of your  common stock  by the US Treasury . We also
note reports in the news media this week disclosing management’s expect ation that the
Treasury Department will quickly sell its remaining AIG common stock and t hat once the
Treasury’s shares are sold the registrant should be in a  position to pay dividend s to AIG
shareholders.  We also note disclosure s in your Form 10 -K and this Form 10 -Q indicat ing
that although there are no current contractual limitations on your ability to pay  dividends,
you may be limited in your ability to pay dividends in the near future as a result of being
regulated as a savings and loan bank holding company and/or being designated a SIFI
under Dodd -Frank.   Please a dvise us as to how and in what manner you intend to disclose

Robert H. Benmosche
American International Group, Inc.
September 12, 2012
Page 2

 information in the future about material events, developments or communications from
regulators relevant to your ability to pay dividends to your shareholders .

We urge all persons who are responsible for the accuracy and adequacy of t he 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 require.   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 and accuracy of the disclosure 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 initia ted by
the Commission or any person under the federal securities laws of the United States.

You may contact Jennifer Riegel, Special Counsel, at (202) 551 -3575 or me at (202) 551 -
3715 with questions.

Sincerely,

 /s/ Jeffrey Riedler

Jeffrey Riedler
Assistant Director