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SEC Company Response from AMERICAN INTERNATIONAL GROUP, (AIG) — Jun 30, 2009

AMERICAN INTERNATIONAL GROUP, INC.
Date: June 30, 2009 · CIK: 0000005272 · Accession: 0000950123-09-018987

AI Filing Summary & Sentiment

File numbers found in text: 333-158019, 333-158098

Date
June 29, 2009
Author
/s/ Kathleen E. Shannon
Form
CORRESP
Company
AMERICAN INTERNATIONAL GROUP, INC.

Letter

Securities and Exchange Commission Attention: Jeffrey P. Riedler Amendment No. 1 Filed May 1, 2009 and Documents Incorporated by Reference File No. 333-158019

Re:

Dear Mr. Riedler:

On behalf of American International Group, Inc. (“AIG”), I am transmitting for filing under the Securities Act of 1933, as amended, (i) Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-158019) (the “A-6 Registration Statement”), relating to up to $4,000,000,000 of AIG’s 8.175% Series A-6 Junior Subordinated Debentures which AIG plans to offer in exchange for any and all of its outstanding unregistered 8.175% Series A-6 Junior Subordinated Debentures, and (ii) Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-158098) (together with the A-6 Registration Statement, the “Registration Statements,” and each, the “Registration Statement”), relating to up to $3,250,000,000 of AIG’s 8.250% Notes due 2018 which AIG plans to offer in exchange for any and all of its outstanding unregistered 8.250% Notes due 2018.

Securities and Exchange Commission

-2-

I have been authorized by AIG to request that you take appropriate action to cause each of the above-referenced Registration Statements to become effective on June 30, 2009 at 9:00 a.m. or as soon thereafter as practicable.

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.

Please direct any questions or comments regarding this filing to the undersigned at (212) 770-5123.

Very truly yours,
/s/ Kathleen E. Shannon

Show Raw Text
CORRESP
1
filename1.htm

CORRESP

[AIG
Letterhead]

June 29, 2009

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Jeffrey P. Riedler

    Re:

    American International Group, Inc.

    Registration Statement on Form S-4

    Filed March 18, 2009

    Amendment No. 1

    Filed May 1, 2009

    and Documents Incorporated by Reference

    File No. 333-158098

    Registration Statement on Form S-4

    Filed March 17, 2009

    Amendment No. 1

    Filed May 1, 2009

    and Documents Incorporated by Reference

    File No. 333-158019

Dear Mr. Riedler:

     On behalf of American International Group, Inc. (“AIG”), I am transmitting for filing under
the Securities Act of 1933, as amended, (i) Amendment No. 2 to the Registration Statement on Form
S-4 (File No. 333-158019) (the “A-6 Registration Statement”), relating to up to $4,000,000,000 of
AIG’s 8.175% Series A-6 Junior Subordinated Debentures which AIG plans to offer in exchange for any
and all of its outstanding unregistered 8.175% Series A-6 Junior Subordinated Debentures, and (ii)
Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-158098) (together with the
A-6 Registration Statement, the “Registration Statements,” and each, the “Registration Statement”),
relating to up to $3,250,000,000 of AIG’s 8.250% Notes due 2018 which AIG plans to offer in
exchange for any and all of its outstanding unregistered 8.250% Notes due 2018.

    Securities and Exchange Commission

    -2-

     I have been authorized by AIG to request that you take appropriate action to cause each of the
above-referenced Registration Statements to become effective on June 30, 2009 at 9:00 a.m. or as
soon thereafter as practicable.

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.

     Please direct any questions or comments regarding this filing to the undersigned at (212)
770-5123.

    Very truly yours,

    /s/ Kathleen E. Shannon

    Kathleen E. Shannon

    cc:

    Robert W. Reeder III

Ann Bailen Fisher

(Sullivan & Cromwell LLP)