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[AIG Letterhead]

 June 1, 2009

Mr. Jeffrey P. Riedler

Assistant Director

United States Securities and Exchange Commission

Division
of Corporation Finance

100 F Street, NE

Mail Stop 6010

Washington, D.
C. 20549

Re:

American International Group, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed May 21, 2009

File No. 1-08787

Dear Mr. Riedler:

     We are in receipt of your letter dated May 29, 2009 and thank you for your comments concerning American International Group, Inc.’s (AIG) captioned filing. This letter sets forth AIG’s
responses to each of the Staff’s comments contained in your letter. To facilitate your review, attached as Annex A are marked pages from AIG’s proxy statement that contain proposed
revisions in response to the Staff’s comments.

     AIG acknowledges that the adequacy and accuracy of the disclosure in AIG’s filing is the responsibility of AIG, that Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Securities and Exchange Commission (the “Commission”) from taking any action with respect to the filing and that Staff comments may not be asserted by AIG as a defense in any proceeding initiated by the Commission or any
person under the Federal securities laws of the United States.

     We have repeated your questions below to facilitate your review.

Ownership of Certain Securities, page 27

    1.
    The
      beneficial ownership table summarizing the ownership of AIG’s common
      stock by current and nominee directors, and current and former executive
      officers is as of January 30, 2009. Please revise your filing to update
    the beneficial ownership table as of the most recent practicable date.

      AIG Response:

       AIG is revising the filing to update
    the beneficial ownership table as of May 1, 2009.

Proposal 3 – Amendment of AIG’s Restated Certificate of Incorporation to Increase the Authorized number of Shares of AIG Common Stock, page 64

    2.
    Please
          provide a table showing the number of shares 1) authorized, 2) issued,
          3) reserved but unissued, and 4) authorized but unissued and unreserved
          if Proposal # 3 is passed.

       AIG Response:

       AIG is revising the filing to provide
    the table as the Staff requested.

    3.
    You
          disclose that “AIG currently has no specific plans or understandings
          with respect to the issuance of any AIG Common Stock, except items
          for which AIG had previously reserved shares for issuance.” Please
          expand your disclosure to briefly disclose how many shares have been
          reserved for issuance and for what purposes those shares have been
          reserved.

       AIG Response:

       AIG is revising the filing to expand
    the referenced disclosure to include the information the Staff requested.

Proposal 4 – Amendment of AIG’s Restated Certificate of Incorporation to Effect a Reverse Stock Split of Outstanding AIG Common Stock, page 65

    4.
    Please
          provide a table showing the number of shares 1) authorized, 2) issued,
          3) reserved but unissued and 4) authorized but unissued and unreserved
          if Proposal 4 is passed. Expand the table to provide the same information
          if Proposals 4 and 3 are both passed.

       AIG Response:

       AIG is revising the filing to provide
    the expanded table.

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    5.
    Please
          revise your first full paragraph on page 66 to clarify that the reverse
          stock split will not decrease the number of currently authorized shares
          of common stock. We note that you already disclosed that the implementation
          of this proposal will have the effect of reducing the number of additional
          shares of AIG common stock to be authorized if Proposal 3 is also implemented.

       AIG Response:

       AIG is revising the filing to clarify
          in the referenced paragraph that the reverse stock split will not decrease
    the number of currently authorized shares of common stock.

    6.
    You
          disclose that the overall effect of the reverse stock split will be
          an increase in authorized but unissued shares of AIG common stock.
          Please expand your disclosure to describe any specific plans or understandings
          with respect to the issuance of those shares of AIG common stock. If
          you have no such plans or understandings, please revise your disclosure
          to state so.

       AIG Response:

       AIG is revising the disclosure to indicate
          that AIG has no plans or understandings with respect to the issuance
    of those shares of AIG Common Stock.

    7.
    Please
          revise the last full paragraph on page 67 to disclose that AIG’s
          common stock is currently registered under Section 12(b) of the Exchange
          Act, rather than Section 12(g).

       AIG Response:

       AIG is revising the filing to indicate
          in the referenced paragraph that AIG’s common stock is currently
    registered under Section 12(b) of the Securities Exchange Act of 1934.

Proposal 5 – Amendment of AIG’s Restated Certificate of Incorporation to Increase the Authorized Number of Shares of AIG Preferred Stock, page
70

    8.
    Please
          provide the information in the second paragraph in tabular format.

       AIG Response:

       AIG is revising the filing to provide
    the referenced information in tabular format.

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*           *           *

     Thank you for your consideration of our responses. If you have any questions or require any additional information, please do not hesitate to contact me at (212) 770-5123.

Very truly yours,

/s/ Kathleen E. Shannon

Kathleen E. Shannon

Senior Vice
President, Secretary & Deputy General Counsel

    cc:
    Sebastian Gomez Abero

    (Securities and Exchange
    Commission)

    David Herzog

Attachment

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Annex A

[Please see the attached.]

The following table summarizes the ownership of AIG Common Stock by the current and nominee directors, by the current and former executive officers named in the 2008 Summary Compensation Table in “2008 Compensation” and by the directors and current executive officers as a group. None of the
shares of AIG Common Stock listed in the following table have been pledged as security.

AIG Common Stock
Owned Beneficially as
of
May 1, 2009(1)

      Amount and Nature of
Beneficial
Ownership(2)(3)

      Percent
of
Class

    Steven J. Bensinger

      126,767

      (4)

    Stephen F. Bollenbach

      93,806

(4)

    Dennis D. Dammerman

      87,215

(4)

    Martin S. Feldstein

      86,931

      (4)

    Harvey Golub

      0

      (4)

    David L. Herzog

      183,909

.01

    Laurette T. Koellner

      0

      (4)

    Edward M. Liddy

      0

      (4)

    Christopher S. Lynch

      0

      (4)

    Arthur C. Martinez

      0

      (4)

    George L. Miles, Jr.

      12,102

      (4)

    Robert S. Miller

      0

      (4)

    Kris P. Moor

      307,660

.01

    Win J. Neuger

      365,348

.01

    Suzanne Nora Johnson

      61,850

(4)

    Morris W. Offit

      57,102

      (4)

    James F. Orr III

      50,483

      (4)

    Martin J. Sullivan

      470,337

      .02

    Douglas M. Steenland

      0

      (4)

    Edmund S.W. Tse

      1,702,560

.06

    Robert B. Willumstad

      5,000

      (4)

All Directors and Executive Officers of AIG as a Group (32 individuals)

      7,459,828

    .26

      (1)

      Amounts include shares as to which the individual shares voting and investment power as follows: Tse—1,045,416 shares with a corporation and Feldstein—23,727 shares with a corporation.

    (2)

Amount of equity securities shown includes shares of AIG Common Stock subject to options which may be exercised within 60 days as follows: Bensinger—124,942 shares, Feldstein—20,500 shares, Herzog—173,804 shares, Miles—5,000 shares, Moor—278,500 shares, Neuger—297,500 shares, Offit—5,000 shares,
        Orr—2,500 shares, Sullivan—425,282 shares, Tse—471,250 shares, Willumstad—5,000 shares and all directors and the former and current executive officers of AIG as a group—3,622,559 shares. The amount of equity securities shown also includes shares of AIG Common Stock underlying awards under AIG’s
        2005-2006 Deferred Compensation Profit Participation Plan (DCPPP) that vested on May 1, 2009 and were issued as of that date except for Messrs. Bensinger and Sullivan. Options and share-based awards for Messrs. Bensinger and Sullivan (including 16,000 shares and 32,000 shares, respectively,
        underlying DCPPP awards that would have vested and been delivered as of May 1, 2009) are considered outstanding for purposes of this table. The status of these options and share-based awards is part of AIG’s ongoing review of arrangements for Messrs. Sullivan and Bensinger following termination of
        their employment in 2008. Under certain circumstances of termination of their employment, these options and share-based awards could have been forfeited as of year-end 2008. For more information, see “2008 Compensation—Exercises and Holdings of Previously Awarded Equity—Outstanding Equity
        Awards at December 31, 2008.”  For Mr. Tse, the amount of equity securities shown includes 90,224 shares of AIG Common Stock underlying share-based awards that he is entitled to receive promptly following his retirement at AIG’s 2009 Annual Meeting of Shareholders. For non-management directors,
        the amount of equity securities shown also includes: (i) shares granted to each non-employee director with delivery deferred until the director ceases to be a member of the Board as follows: Feldstein—2,875 shares, Miles—1,875 shares, Offit—1,875 shares, Orr—1,000 shares; and (ii) DSUs granted to each non-
        employee director with delivery of the underlying AIG Common Stock deferred until such director ceases to be a member of the Board as follows: Bollenbach—93,806 shares, Dammerman—87,215 shares, Feldstein—5,227 shares, Miles—5,227 shares, Nora Johnson—61,850 shares, Offit—5,227 shares and Orr—21,493
        shares.

    (3)

    Amount of equity securities shown also excludes the following securities owned by or held in trust for members of the named individual’s immediate family as to which securities such individual has disclaimed

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compensation that it has undertaken, AIG is reviewing potential payments to Mr. Sullivan and has not made any such payments pending the completion of its assessment. For more information on AIG’s arrangements with Mr. Sullivan, see “2008 Compensation” and “Potential Payments on Termination and
  Arrangements with Former Officers.”

Arrangements with Mr. Willumstad. Mr. Sullivan was replaced as Chief Executive Officer by Mr. Willumstad, who previously served as our non-executive Chairman of the Board. When Mr. Willumstad succeeded Mr. Sullivan, he and AIG entered into a letter agreement providing for sign-on grants of
  restricted shares of AIG Common Stock and options, as well as for Mr. Willumstad’s participation in AIG’s Executive Severance Plan (ESP). For more information on Mr. Willumstad’s sign-on grants, see “2008 Grants of Plan-Based Awards.”

In September 2008, shortly after AIG announced that it would enter into a credit agreement with the NY Fed, Mr. Willumstad stepped down as Chairman and Chief Executive Officer as these positions were assumed by Mr. Liddy, whom the Department of the Treasury had recruited to lead AIG. In
  connection with Mr. Willumstad’s resignation, which was treated as an involuntary termination without “Cause,” Mr. Willumstad voluntarily waived any severance payments to which he was entitled, waiving $22.5 million in payments under the ESP. Mr. Willumstad and AIG also agreed to rescind his special sign-
  on grant of restricted shares. Mr. Willumstad has continued to receive certain other benefits in connection with his service as Chairman and Chief Executive Officer of AIG. For more information on AIG’s arrangements with Mr. Willumstad, see “2008 Compensation” and “Potential Payments on Termination and
  Arrangements with Former Officers.”

Arrangements with Mr. Bensinger. In October 2008, Mr. Bensinger, our former Chief Financial Officer, resigned from AIG. Like Mr. Sullivan, Mr. Bensinger was party to an employment agreement with AIG that provided for certain termination payments and benefits. Mr. Bensinger also styled his
  resignation as for “Good Reason” under his agreement. AIG is reviewing potential payments to Mr. Bensinger and has not made any payments pending its assessment. For more information on AIG’s arrangements with Mr. Bensinger, see “2008 Compensation” and “Potential Payments on Termination and
  Arrangements with Former Officers.”

Arrangements with Mr. Tse. As we announced in March, Mr. Tse will retire both from our Board and from his position as Senior Vice Chairman—Life Insurance at our 2009 Annual Meeting of Shareholders. Mr. Tse is retiring at age 71, having worked with AIG since 1961. Mr. Tse will not be entitled to any
  severance payments or special separation rights as a result of his retirement. Mr. Tse is entitled only to the retirement benefits that he has accrued under our retirement programs for his 48 years of service and awards previously earned for performance in prior years under our plans that require continuing
  long-term service. Under our share-based incentive plans, Mr. Tse is entitled to receive 90,224 shares of AIG Common Stock on retirement, and, under our Senior Partners Plan, Mr. Tse is entitled to receive $14,388,500 earned for years before 2008.

At our request, Mr. Tse has agreed to enter into a Service Agreement with American International Assurance Company, Limited (AIA), an insurance subsidiary of AIG based in Hong Kong, that will become effective upon his retirement from AIG. As part of that agreement, Mr. Tse agreed to serve as
  Honorary Chairman of AIA and Non-Executive Chairman of each of Nan Shan Life Insurance Company, Limited and The Philippine American Life and General Insurance Company for a one-year period, subject to future extensions as agreed between AIA and Mr. Tse. We requested this continuing service so
  that we would continue to benefit from Mr. Tse’s expertise and relationships in Asia as we continue our restructuring and divestiture program.

As part of the agreement, Mr. Tse agreed to abide by certain restrictive covenants and to execute a release of claims in favor of AIG. Mr. Tse will receive an annual fee of U.S. $250,000 for his service. The agreement is terminable on 30 days’ notice by either party, in which case the fee would be
  prorated. In addition, Mr. Tse will be eligible to receive a transaction bonus in an amount to be determined by AIG in its sole discretion in the event of a sale or initial public offering of any of AIG’s foreign life operations (subject to limitations imposed by any other agreement or arrangement to which we are
  subject).

New TARP Compensation Limits and 2009 Framework

As part of the ARRA, the Department of the Treasury will issue additional regulations with further restrictions on executive compensation by companies that have participated in the TARP. These regulations may include additional limitations that will require us to reconsider our compensation framework for
  members of the Leadership Group and other Senior Partners (especially with respect to incentive compensation). Any

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described above. If adopted by the shareholders, the changes will become effective on the filing of the amendment to the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The affected text of Article Four of the Restated Certificate of Incorporation as it is propo