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CORRESP
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CORRESP

CONFIDENTIAL

[AIG Letterhead]

April 30, 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.

Registration Statement on Form S-4

Filed March 18, 2009

and Documents Incorporated by Reference

File No. 333-158098

Registration Statement on Form S-4

Filed March 17, 2009

and Documents Incorporated by Reference

File No. 333-158019

Response Letter dated March 18, 2009

Dear Mr. Riedler:

We are in receipt of your letter dated April 2, 2009 and thank you for your comments concerning the
above-captioned filings of American International Group, Inc. (AIG). We are pleased to respond to
the Staff’s comments contained in your comment letter of April 2, 2009 (the “Comment Letter”). In
response to your comments, we intend to file an Amendment No. 1 to each of the above-referenced
registration statements on Form S-4 (each, an “Amendment No. 1”). With respect to your comments 2
and 33, we intend to file an amendment to AIG’s Annual Report on Form 10-K for the year ended
December 31, 2008 (the “2008 Annual Report on Form 10-K”) to include the CEO and CFO certifications
and Part III information. Furthermore, we intend to include additional disclosure in AIG’s Form
10-Q for the quarterly period ended March 31, 2009 (“First Quarter 2009 Form 10-Q”) as discussed
below.

AIG acknowledges that the adequacy and accuracy of the disclosure in AIG’s filings 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 filings 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.

To facilitate your review, we have repeated your questions below in bold face type, followed by the
responses of AIG in regular type. The numbers correspond to the numbers in the Comment Letter.

General

    1.

    We note that you have filed a confidential treatment request in connection with
exhibits to two current reports on Form 8-K. All comments must be resolved prior to
submitting a written request for acceleration of the effective date of the registration
statements.

     AIG Response

          AIG acknowledges that all comments with respect to its confidential treatment request
concerning exhibits to those two current reports on Form 8-K must be resolved before AIG
requests acceleration of the above-referenced registration statements.

    2.

    We note that your registration statements incorporate by reference your Annual Report on
Form 10-K for the fiscal year ended December 31, 2008. The Form 10-K omits required
information under Items 10, 11, 12, 13 and 14 of Part III. If your definitive proxy statement
has not been filed by the time the registration statements will go effective, you will need to
either amend the Form 10-K to include the Part III information or include the required
information in the registration statements.

     AIG Response:

          AIG will amend Part III of its 2008 Annual Report on Form 10-K by April 30, 2009.

Registration Statement on Form S-4, filed March 17, 2009 (File No. 333-158019)

    3.

    We note that you are registering the 8.175% Series A-6 junior subordinated debentures in
reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter
(April 13, 1989). See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and
Shearman & Sterling, SEC No Action Letter (July 2, 1993). Accordingly, with the next
amendment, please provide us with a supplemental letter stating that you are registering the
exchange offer in reliance on our position contained in these letters and include the
representations contained in the Morgan Stanley and Shearman & Sterling no-action letters.

     AIG Response

          At the time of filing each Amendment No. 1, AIG will provide a supplemental letter to the
Staff confirming that it is relying on the Staff’s position in Exxon Capital Holdings Corp. and
making the representations contained in the Morgan Stanley and Shearman & Sterling no-action
letters.

    4.

    Please revise your prospectus to disclose that concurrently with the offer to exchange the
8.175% Series A-6 junior subordinated debentures you will be offering to exchange the 8.250%
Notes due 2018.

     AIG Response

          AIG will revise its prospectuses in accordance with the Staff’s comment.

    5.

    We note that the exchange offer will expire at 5:00 PM, New York City time. Supplementally,
please confirm that the offer will be open at least through midnight of the twentieth business
day. See Rule 14d-1(g)(3). Further, please confirm that the expiration date will be included
in the final prospectus disseminated to security holders and filed pursuant to the applicable
provisions of Rule 424.

     AIG Response

          AIG confirms that each of the exchange offers will be open at least through midnight of
the twentieth business day following commencement of that exchange offer. AIG further confirms
that the expiration date will be included in the final prospectus disseminated to security
holders and filed pursuant to Rule 424(b) under the Securities Act of 1933.

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Cautionary Statement Regarding Forward-Looking Information, page i

    6.

    The safe harbor for forward-looking statements provided in the Private Securities Litigation
Reform Act of 1995 does not apply to statements made in connection with a tender offer. See
Section 27A(b)(2)(C) of the Securities Act and Section 21E(b)(2)(C) of the Exchange Act.
Therefore, please delete the reference to the Private Securities Litigation Reform Act or
state explicitly that the safe harbor protections the Private Securities Litigation Reform Act
provides do not apply to statements made in connection with the offer.

     AIG Response

          AIG will modify the language so that it no longer refers to the Private Securities
Litigation Reform Act of 1995.

The Exchange Offer, page 5

    7.

    We note your language in the italicized paragraph indicating that the summary of the exchange
and registration rights agreement and letter of transmittal “is qualified in its entirety by,
all of the provisions of the exchange and registration rights agreement and the letter of
transmittal...” Please delete this language since investors are entitled to rely upon your
disclosure. Also, please delete similar language under the heading “Replacement Capital
Covenant” on page 38.

     AIG Response

          As requested, AIG will delete the referenced language on page 5 and on page 38. AIG
proposes to modify the language on page 5 as follows:

          “The following is a summary of the exchange and registration
rights agreement and letter of transmittal. The exchange and
registration rights agreement and the letter of transmittal
contain the full legal text of the matters described in this
section, and each is filed as an exhibit to the registration
statement of which this prospectus is a part. You should refer to
these documents for more information.”

          Similar changes will be made to the referenced language on page 38.

Expiration Date; Extensions; Amendments, page 8

    8.

    We note your reservation of the right “to delay accepting any old junior subordinated
debentures.” Please revise your disclosure to clarify in what circumstances you will delay
acceptance and, supplementally, please confirm that any such delay will be consistent with
Rule 14e-l(c). For example, if you are referring to the right to delay acceptance only due to
an extension of the exchange offer, so state.

     AIG Response

          AIG has reserved the right to delay acceptance of old junior subordinated debentures only
during the pendency of the exchange offer and will modify the disclosure to make this clear.

    9.

    We note your reservation of the right to amend the terms of the exchange offer. Please
revise your disclosure to indicate that, in the event of a material change in the exchange

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    offer, including the waiver of a material condition, you will extend the exchange offer
period if necessary so that at least five business days remain in the exchange offer
following notice of the material change.

     AIG Response

          AIG confirms that if it makes a material change in the terms of the exchange offer or the
information concerning the exchange offer, or if it waives a material condition of the exchange
offer, AIG will extend the exchange offer to the extent required by Rule 14e-1 under the
Securities Exchange Act of 1934 and will revise its disclosure accordingly.

Conditions to the Exchange Offer, page 8

    10.

    All conditions to the exchange offer, except those related to the receipt of government
regulatory approvals necessary to consummate the exchange offer, must be satisfied or waived
at or before the expiration of the exchange offer, not merely “before the acceptance of the
old junior subordinated debentures” for exchange. Please revise the language accordingly.

     AIG Response

          AIG will modify the referenced language on page 8 to make clear that all material
conditions must be satisfied or waived before the expiration of the exchange offer.

    11.

    We note that you may determine in your ‘‘judgment/sole discretion” whether certain exchange
offer conditions have occurred or are satisfied. Please revise to include an objective
standard for the determination of whether a condition has been satisfied.

     AIG Response

          AIG will amend these references so that they require AIG to use its “reasonable” judgment
or discretion.

Legal Ownership and Book-Entry Issuance, page 33

Considerations Relating to DTC, page 36

    12.

    We note your disclosure that you assume no responsibility for the accuracy of the
information concerning DTC and DTC’s book-entry system. Please revise your disclosure to
remove the apparent disclaimer that you do not bear responsibility, and thus are not
subject to liability, for the disclosures made in the registration statement.

     AIG Response

          In response to the Staff’s comment, AIG will modify each Amendment No. 1 by removing the
last paragraph under the heading. AIG will also add a new first paragraph under this heading,
which will read in its entirety as follows:

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          “DTC has informed us as follows:”

          As a clarification, in the first line of what is currently the first paragraph, AIG will
delete the words “has informed us that it”.

Certain United States Federal Income Tax Considerations, page 47

Treatment of the Exchange, page 48

    13.

    Please revise your disclosure to clarify that the information provided under this
heading is the opinion of your counsel, Sullivan & Cromwell LLP.

          AIG Response

          AIG will make this change in each Amendment No. 1.

Registration Statement on Form S-4, filed March 18, 2009 (File No. 333-158098)

    14.

    Comments relating to your Form S-4 (File No. 333-158019) also constitute comments on
Form S-4 (File No. 333-158098) to the extent applicable.

          AIG Response

          AIG acknowledges the Staff’s comment and will reflect the changes in each Amendment No. 1.

Form 10-K for the Fiscal Year Ended 12/31/08

Item IA. Risk Factors, page 21

    15.

    Your introductory paragraph in this section states that “[w]ithout additional support
from the U.S. government, in the future there could exist substantial doubt about AIG’s
ability to continue as a going concern.” We also note your disclosure under the heading
“Consideration of AIG’s Ability to Continue as a Going Concern” starting on page 39. You
disclose that “management has made significant judgments and estimates with respect to the
potentially adverse financial and liquidity effects of AIG’s risks and uncertainties” and
that it is possible “that one or more of management’s significant judgments or estimates
about the potential effects of the risks and uncertainties could prove to be materially
incorrect.” Since it appears that there is a reasonable probability that AIG will not be
able to continue as a going concern, please include additional disclosure describing the
effect that not being able to continue as a going concern would have on AIG’s businesses,
including collateral calls, breach of contractual agreements, etc.

          AIG Response

          AIG respectfully disagrees with the Staff’s comment. As Management asserted on page 40 of
the 2008 Annual Report on Form 10-K: “...(M)anagement believes that it will have adequate
liquidity to finance and operate AIG’s businesses and continue as a going concern for at least
the next twelve

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months”. AIG’s Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP,
concurs with management’s assertion, and has issued an unqualified opinion on AIG’s
consolidated financial statements, albeit with an emphasis of a matter paragraph referencing
AIG’s disclosures in the financial statements regarding going concern.

          As the Staff notes, AIG references the ongoing support of the U.S. government as a factor
influencing management’s assertion with respect to going concern considerations and that,
absent such support, in the future there could exist substantial doubt about AIG’s ability to
continue as a going concern. The U.S. government has publicly affirmed its commitment to
assist AIG in satisfying its obligations as they come due, which further bolsters Management’s
assertions concerning AIG’s going concern considerations; this public affirmation has been
quoted on page 43 of the 2008 Annual Report on Form 10-K (and again in the audited financial
statements on page 202) as follows:

          “The steps announced today provide tangible evidence of the U.S. government’s commitment
to the orderly restructuring of AIG over time in the face of continuing market dislocations and
economic deterioration. Orderly restructuring is essential to AIG’s repayment of the support it
has received from U.S. taxpayers and to preserving financial stability. The U.S. government is
committed to continuing to work with AIG to maintain its ability to meet its obligations as
they come due.” (emphasis added)

    16.

    Please include a new risk factor discussing the risks of having issued the Series C
Perpetual, Convertible, Participating Preferred Stock without first obtaining
shareholders’ approval. In that regard, we note that action was brought in Delaware court
and the ultimate disposition of the matter will depend upon future events even though the
suit was dismissed. For example, if the shareholders other than the Series C preferred
shareholders ultimately vote against the proposal to authorize common stock to enable the
conversion of the Series C preferred stock, the common stockholders will still have
suffered detriments related to the loss of voting power and economic rights without having
first voted upon the original issuance of the Series C preferred stock. This may give
rise to additional litigation directed against AIG.

          AIG Response

          AIG’s Series C Perpetual, Convertible, Participating Preferred Stock (“Series C Preferred
Stock”) was properly issued under the Delaware General Corporation Law without shareholder
approval. AIG’s Restated Certificate of Incorporation expressly permits AIG’s Board of
Directors to issue series of preferred stock without shareholder approval.

          We note that the Staff’s comment seems to assume that the voting and dividend rights of
the Series C Preferred Stock depend on the ability of the Series C Preferred Stock to be
converted into AIG common stock. This