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CORRESP

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American
International Group, Inc.

70 Pine Street

New York, NY 10270

Kathleen
E. Shannon

    TEL: 212-770-5123

Senior
Vice President, Secretary

    FAX: 212-785-1584

and
Deputy General Counsel

    KATHLEEN.SHANNON@AIG.COM

June 13, 2006

Securities and Exchange Commission,

100 F. Street, N.E.,

Washington, D.C. 20549.

    Attention:

    Jeffrey Riedler

Assistant Director

Division of Corporation Finance

    Re:

    American International Group, Inc. —

Amendment No. 1 to Registration Statement

filed March 17, 2006

(File No. 333-132561)

Dear Mr. Riedler:

     We are transmitting with this letter a draft of Amendment No. 1 on Form S-3 to the
Registration Statement on Form S-1 (File No. 333-132561) filed by American International Group,
Inc. (“AIG”) on March 17, 2006.

     At this time, AIG meets the registrant eligibility requirements for filing registration
statements on Form S-3, as AIG has filed in a timely manner all reports required to be filed under
the Securities Exchange Act of 1934 since the filing of its Form 10-Q for the quarter ended March
31, 2005, on June 28, 2005, and neither AIG nor any of its subsidiaries have, since the end of
fiscal year 2005, failed to pay any preferred stock dividend or sinking fund installment, or
defaulted on any material indebtedness or on any material long-term lease rental.

     Pursuant to Rule 401(c), AIG is entitled to file a pre-effective amendment to a registration
statement on a shorter form than that on which the initial registration statement was filed, so
long as AIG is eligible to use the shorter form on the filing date of the amendment.1
Because AIG currently meets the registrant requirements of Form S-3

    1

    AIG became eligible to use Form S-3 on June
1, 2006. AIG did not timely file its Form 10-Q due on May 15, 2005, but has
filed in a timely manner all reports due thereafter. According to the
staff’s Telephone Interpretation G.25 (July 1997), a registrant is
eligible to use Form S-3 after making timely filings for twelve calendar months
and any portion of a month immediately preceding the filing. The
Interpretation states that a “calendar month” is a month beginning
on the first day of the month and ending on the last day of that month.
Because AIG has made timely filings since June 1, 2005, its eligibility to use
Form S-3 was restored as of June 1, 2006.

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AIG is entitled to amend its Registration Statement on Form S-1 by filing a pre-effective
amendment on Form S-3.

     If you have any questions concerning the foregoing or the attached, please do not hesitate to
contact me at (212) 770-5123.

    Sincerely,

    /s/ Kathleen E. Shannon

    Kathleen E. Shannon

    cc:

    Mark Brunhofer

John Krug

Kevin Woody

(Securities and Exchange Commission)

Ann Bailen Fisher

Robert W. Reeder III

Robert S. Risoleo

(Sullivan & Cromwell LLP)

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As filed with the Securities and Exchange Commission
on                     ,
2006

Registration No. 333-132561

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT No. 1

on

Form S-3

to

Form S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

American International Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

    Delaware

    6331

    13-2592361

    (State or Other Jurisdiction of

    Incorporation or Organization)

    (Primary Standard Industrial

    Classification Code Number)

    (IRS Employer

    Identification Number)

70 Pine Street

New York, New York 10270

(212) 770-7000

(Address, including zip code, and telephone number, including
area code, of

Registrant’s principal executive offices)

Kathleen E. Shannon, Esq.

Senior Vice President and Deputy General Counsel

American International Group, Inc.

70 Pine Street

New York, New York 10270

(212) 770-7000

(Name, address, including zip code, and telephone number,

including area code, of Agent for Service)

Copies to:

Ann Bailen Fisher

Robert W. Reeder III

Robert S. Risoleo

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

(212) 558-4000

Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
registration statement.

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 of the Securities Act of 1933, check the following
box:    þ

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same
offering.    o

If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering.    o

If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering.    o

The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.

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The information
in this preliminary prospectus is not complete and may be
changed. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is
effective. This preliminary prospectus is not an offer to sell
nor does it seek an offer to buy these securities in any
jurisdiction where the offer or sale is not
permitted.

SUBJECT TO COMPLETION,
DATED                          ,
2006

18,760,267 Shares

American International Group, Inc.

Common Stock

(Par Value $2.50 per Share)

This prospectus relates to up to 18,760,267 shares (“Plan
Shares”) of Common Stock of American International Group,
Inc., which may be delivered by Starr International Company,
Inc. (“SICO”) pursuant to SICO’s Deferred
Compensation Profit Participation Plans (the “SICO
Plans”). SICO is a private holding company that from 1975
through 2004 provided compensation through the SICO plans to AIG
employees. This prospectus is to be used by SICO in connection
with the delivery of Plan Shares to participants in the SICO
Plans.

This prospectus may also be used by participants in the SICO
Plans (the “Selling Shareholders”) in connection with
the resale of Plan Shares. The Plan Shares may be sold by
Selling Shareholders from time to time in one or more
transactions on the New York Stock Exchange, in the
over-the-counter
market, through negotiated transactions or otherwise, at market
prices prevailing at the time of the sale or at prices otherwise
negotiated. See “Plan of Distribution”.

AIG will not receive any of the proceeds from delivery of Plan
Shares by SICO or from any sales of Plan Shares by the Selling
Shareholders. All costs, expenses and fees in connection with
the registration of the Plan Shares will be borne by AIG.

AIG’s Common Stock is listed on the New York Stock Exchange
and trades under the symbol “AIG”. The last reported
sale price of AIG’s Common Stock
on                           ,
2006 was
$          .

Investing in the Common Stock involves certain risks. See
“Risk Factors” beginning on page 2 to read about
certain factors you should consider before buying the Common
Stock.

Neither the Securities and Exchange Commission nor any other
regulatory body has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.

The date of this Prospectus
is                     ,
2006

TABLE OF CONTENTS

    Page

     Cautionary Statement Regarding Projections
    and Other Information About Future Events

    1

     AIG

    1

     Risk Factors

    2

     Use of Proceeds

    7

     Selected Consolidated Financial Data

    8

     Marketplace and Dividend Information

    10

     Relationships with Starr and SICO

    11

     The SICO Plans

    11

     Description of Common Stock

    12

     General

    12

     Section 203 of the Delaware General
    Corporation Law

    12

     Selling Security Holders

    13

     Plan of Distribution

    16

     Validity of the Common Stock

    17

     Experts

    17

     Where You Can Find More Information

    17

Unless otherwise mentioned or unless the context requires
otherwise, all references in this prospectus to the
“Company”, “AIG”, “we”,
“our”, “us” and similar references mean
American International Group, Inc. and its subsidiaries.

You should rely only on the information contained in this
prospectus or any prospectus supplement or information contained
in documents which you are referred to by this prospectus or any
prospectus supplement. We have not authorized anyone to provide
you with different information. We are offering to sell the
securities only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus or any
prospectus supplement is accurate only as of the date on the
front of those documents, regardless of the time of delivery of
the documents or any sale of the securities.

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CAUTIONARY STATEMENT REGARDING PROJECTIONS

AND OTHER INFORMATION ABOUT FUTURE EVENTS

This prospectus and the documents incorporated herein by
reference, as well as other publicly available documents, may
include, and AIG’s officers and representatives may from
time to time make, projections concerning financial information
and statements concerning future economic performance and
events, plans and objectives relating to management, operations,
products and services, and assumptions underlying these
projections and statements. These projections and statements are
not historical facts but instead represent only AIG’s
belief regarding future events, many of which, by their nature,
are inherently uncertain and outside AIG’s control. These
projections and statements may address, among other things, the
status and potential future outcome of the current regulatory
and civil proceedings against AIG and their potential effect on
AIG’s businesses, financial position, results of
operations, cash flows and liquidity, the effect of the credit
rating downgrades on AIG’s businesses and competitive
position, the unwinding and resolving of various relationships
between AIG and C.V. Starr & Co., Inc.
(“Starr”) and SICO and AIG’s strategy for growth,
product development, market position, financial results and
reserves. It is possible that AIG’s actual results and
financial condition may differ, possibly materially, from the
anticipated results and financial condition indicated in these
projections and statements. Factors that could cause AIG’s
actual results to differ, possibly materially, from those in the
specific projections and statements are discussed throughout
Management’s Discussion and Analysis of Financial Condition
and Results of Operations in Item 7, Part II, and Risk
Factors in Item 1A, Part I of AIG’s Annual Report
on Form 10-K/A for
the fiscal year ended December 31, 2005 and in “Risk
Factors” below. AIG is not under any obligation (and
expressly disclaims any such obligations) to update or alter any
projection or other statement, whether written or oral, that may
be made from time to time, whether as a result of new
information, future events or otherwise.

AIG

AIG, a Delaware corporation, is a holding company which, through
its subsidiaries, is engaged in a broad range of insurance and
insurance-related activities in the United States and abroad.
AIG’s principal executive offices are located at 70 Pine
Street, New York, New York 10270, and its main telephone number
is (212) 770-7000. The Internet address for AIG’s
corporate website is www.aigcorporate.com. Except for the
documents referred to under “Where You Can Find More
Information” which are specifically incorporated by
reference into this prospectus, information contained on
AIG’s website or that can be accessed through its website
does not constitute a part of this prospectus. AIG has included
its website address only as an inactive textual reference and
does not intend it to be an active link to its website.

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RISK FACTORS

An investment in the Common Stock involves a high degree of
risk. You should consider carefully the following risk factors,
in addition to the other information set forth in this
prospectus, before deciding to invest in the Common Stock. If
any of the events described in the risk factors below actually
occur, AIG’s business, financial condition, operating
results and prospects could be materially adversely affected. In
such case, you may lose all or part of your original
investment.

Risks Relating to Our Business

    AIG’s Credit Ratings

The downgrades in AIG’s credit ratings will increase
AIG’s borrowing costs, may lessen AIG’s ability to
compete in certain businesses and will require AIG to post
additional collateral.

From March through June of 2005, the major rating agencies
downgraded AIG’s ratings in a series of actions.
Standard & Poor’s, a division of the McGraw-Hill
Companies, Inc. (“S&P”), lowered the long-term
senior debt and counterparty ratings of AIG from ‘AAA’
to ‘AA’ (second highest of eight rating categories)
and changed the rating outlook to negative. S&P’s
outlook indicates the potential direction of a rating over the
intermediate term (typically six months to two years). A
negative outlook means that a rating may be lowered; however, an
outlook is not necessarily a precursor to a rating change.
Moody’s Investors Service (“Moody’s”)
lowered AIG’s long-term senior debt rating from
‘Aaa’ to ‘Aa2’ (second highest of nine
rating categories) with a stable outlook. Moody’s appends
numerical modifiers 1, 2, and 3 to the generic rating
categories to show relative position within rating categories.
Fitch Ratings (“Fitch”) downgraded the long-term
senior debt ratings of AIG from ‘AAA’ to
‘AA’ (second highest of nine rating categories) and
placed the ratings on Rating Watch Negative. A Fitch Rating
Watch notifies investors that there is a reasonable probability
of a rating change and the likely direction of such change. A
Rating Watch Negative indicates a potential downgrade. Rating
Watch is typically resolved over a relatively short period. In
April 2006, Fitch removed AIG from Rating Watch Negative and
affirmed its rating with a stable outlook.

The agencies also took rating actions on AIG’s insurance
subsidiaries. S&P lowered the financial strength ratings of
AIG’s insurance subsidiaries to ‘AA+’ (second
highest rating of eight rating categories) and assigned a
negative rating outlook. Fitch also lowered the financial
strength ratings of AIG’s insurance companies to
‘AA+’ (second highest of nine rating categories) and
placed them on Rating Watch Negative. In April 2006, Fitch
removed the financial strength ratings from Rating Watch
Negative and affirmed them with a stable outlook. S&P and
Fitch ratings may be modified by the addition of a plus or minus
sign to show relative standing within the major rating
categories. Moody’s lowered the insurance financial
strength ratings generally to either ‘Aa1’ or
‘Aa2’ (both within the second highest of nine rating
categor