SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

December 1 6, 2014

Via E-mail
David L. Herzog
Executive Vice President and Chief Financial Officer
American International Group, Inc.
175 Water Street
New York, NY 10038

 Re: American  International Group,  Inc.
  Form 10-K for the Fiscal Year Ended December 31 , 2013
  Filed February 20, 2014
  File No. 1-08787

Dear M r. Herzog :

We have limited our review of your filing to your contacts with countries that have been
identified as state  sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments, we ask  you to provide us with information so  we may better
understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your fac ts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Risk Factors, page 33
The USA Patriot Act, the Office of Foreign Assets Control and s imilar laws that apply to us may
expose us to significant penalties.

1. In your letter to us dated April 7, 2011, you discussed indirect contacts with Syria and
Sudan.  In addition, we are aware of 2014 news articles and a Department of Treasury
press releas e reporting that you entered into a settlement with the Treasury
Department relating to prior contacts with Cuba.  Syria, Sudan and Cuba are
designated by the State Department as state sponsors of terrorism, and are subject to
U.S. economic sanctions and e xport controls.  You do not provide disclosure about
these countries in your Form 10 -K.  Please describe to us the nature and extent of
your past, current, and anticipated contacts with Syria and Sudan since your 2011
letter, and your contacts  with Cuba, whether through  subsidiaries, affiliates, clients or

David L. Herzog
American International Group,  Inc.
December 1 6, 2014
Page 2

 other direct or indirect arrangements.  You should describe any products or services
provided to or with respect to Syria, Sudan and Cuba, directly or indirectly, and any
agreements, commercial arrangements, or other c ontacts with the governments of
those countries or entities they control.

2. Please discuss the materiality of any contacts with Syria, Sudan and Cuba you
describe in response to the comment above, and whether those contacts constitute a
material investment risk for your security holders.  You should address materiality in
quantitative terms, including the approximate dollar amounts of any associated
revenue s, assets, and liabilities for the last three fiscal years and the subsequent
interim period .  Also, address materiality in terms of qualitative factors that a
reasonable investor would deem important in making an investment decision,
including the potenti al impact of corporate activities upon a company’s reputation
and share value.  As you know, various state and municipal governments,
universities, and other investors have proposed or adopted divestment or similar
initiatives regarding investment in compa nies that do business with U.S. -designated
state sponsors of terrorism.  You should address the potential impact of the investor
sentiment evidenced by such actions directed toward companies that have operations
associated with Syria, Sudan and Cuba.

We u rge 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 Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company a nd its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, 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 for eclose
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 federal securities laws of the United States.

David L. Herzog
American International Group,  Inc.
December 1 6, 2014
Page 3

 Please contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global Security Risk

cc:  James J. Killerlane III
  Associate General Counsel
  American International Group, INc.

  Jeffrey Riedler
  Assistant Director
 Division of Corporation Finance