SecProbe.io

March 28 , 201 3

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 -K for the Fiscal Year Ended December 31 , 2012
   Filed February  21, 201 3
File No. 001-08787

Dear M r. Benmosche :

We have reviewed your filing and have the following comment s.  In our comment s, 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 a 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 s.

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

General

1. Please note that we intend to review the Part III information that you intend to
incorporate by reference into your Form 10 -K when filed.  We may have further
comments after r eviewing that information and we will not be able to clear our review of
your filing until we have the opportunity to resolve any resulting comments.

Notes to Consolidated Financial Statements

4. Divested  Businesses , Held-For-Sale Classification  and Discontinued Operations
International Lease Finance Corporation sale, page 229

2. Please provide us with a n analysis supporting your conclusion that the 80.1% sale of
ILFC qualified for discontinued operations accounting treatment.  Please include  the

Robert H. Benmosche
American International Group, Inc.
March 28 , 201 3
Page 2

 respectiv e board representation in ILFC that you will have after the transaction is
complete.

20. Statutory Financial Data and Restrictions, page 314

3. Please  provide us proposed disclosure to be included in future filings to  address the
following:
 Clarify whether there is a difference between statutory surplus disclosed in the table
and statutory capital and surplus as required by ASC 944 -505-50-1a.
 Although you disclose that statutory capital of your insurance subsidiaries exceeded
minimum company action level requirements, disclose the amount of statutory capital
and surplus necessary to satisfy regulatory requirements if significant in relation to
actual statutory capital and surplus, as required under ASC 944 -505-50-1b.  If not
significant,  pleas e clarify in the disclosure.
 Disclose the amounts of restricted net assets for your subsidiaries as of December 31,
2012 or otherwise disclose how your current disclosure complies with the objective in
Rule 4 -08(e)(3)(ii) of Regulation S -X.
 Disclose the  amount of retained earnings  or net income  that is restricted or free of
restrictions for payment of dividends by American International Group to its
stockholders  as required by Rule 4 -08(e) (1) of Regulation S -X.
 Provide the disclosure s required under AS C 944 -505-50-2 through 50 -6, as
applicable.

We urge all persons who are responsible for the 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 applicabl e 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 s, 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 Comm ission 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.

Robert H. Benmosche
American International Group, Inc.
March 28 , 201 3
Page 3

 You may c ontact Vanessa Robertson, Staff Accountant, at (202) 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 Riegel, Special Counsel, at (202) 551 -3575 or Jeffrey
Riedler, Assistant Director, at (202) 551 -3715 with questions on any 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