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[AIG Letterhead]

May 28, 2010

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 4720

Washington, D.C. 20549

    Re:

    American International Group, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2009

File No. 001-8787

Dear Mr. Rosenberg:

We are in receipt of your letter dated April 23, 2010 with respect to American International Group,
Inc.’s (AIG) Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (Form 10-K).
This letter sets forth AIG’s responses to the Staff’s comments contained in your letter.

AIG acknowledges that the adequacy and accuracy of the disclosure in the Form 10-K 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 Form 10-K 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 comments requiring our response below and have attached excerpts from our
filings that we have cited in our responses to facilitate your review.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Capital Markets, page 40

    2.

    We note that your disclosure about AIGFP focuses on the continued unwinding of
AIGFP’s business and portfolio in 2009, and the expectation that it will continue in
2010. However, a February 18, 2010 article in the Financial Times citing Mr. Gerry
Pasciucco appears to indicate that AIGFP’s strategy has changed and that AIGFP now
intends to keep derivatives with a notional value of between $300 billion and $500
billion. Please tell us if in fact AIGFP now plans to keep a portion of its derivatives
portfolio. If so, please revise your disclosure to discuss the change in AIGFP’s
strategy, the reasons why AIGFP decided to keep that portion of its derivatives
portfolio, and whether the derivatives that will be kept were

    entered into for hedging or investing purposes.
Please also consider the appropriateness of revising disclosure in other parts of the
10-K, such as in the Risk Factors section. For example, please consider including risk
factor disclosure not only regarding the risks to the company of the successful
unwinding of a portion of the remaining CDSs written by AIGFP but also the risks to AIG
posed by retaining a portion of such CDS portfolio. Also, indicate where appropriate
throughout the document the factors the company will consider in deciding which classes
of its remaining CDS portfolio it will retain and which classes it will seek to unwind.

AIG Response:

AIG’s plans to wind down the AIGFP derivative portfolio have not changed from those
described in the Form 10-K and as updated through additional disclosures appearing
on page 101 of the Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2010 (First Quarter 2010 Form 10-Q). AIG anticipates the unwind of
AIGFP’s derivatives portfolio will take time, as discussed on page 40 of the Form
10-K under Executive Overview — Financial Services — Capital Markets: “Due to the
long-term duration of many of AIGFP’s derivative contracts and to the complexity of
AIGFP’s portfolio, AIG expects that an orderly wind-down will take a substantial
period of time. The cost of executing the wind-down will depend on many factors,
many of which are not within AIGFP’s control, including market conditions, AIGFP’s
access to markets via market counterparties, the availability of liquidity and the
potential implications of further rating downgrades.” AIG does not believe that Mr.
Pasciucco indicated otherwise in the article cited by the Staff. As part of its
efforts to complete the wind-down as expeditiously as possible, in 2010 AIG began to
move certain derivatives to another AIG subsidiary, AIG Markets, Inc. as discussed
on page 139 of the First Quarter 2010 Form 10-Q.

AIG is opportunistically unwinding the derivatives based on market conditions,
counterparty negotiations, and complexity of the contracts and, therefore, has not
bifurcated the AIGFP derivative portfolio into derivatives to be sold and those to
be retained. Similarly, AIG continues its efforts to opportunistically unwind the
credit default swap (CDS) portfolio, although certain transactions, such as the two
regulatory capital RMBS transactions described on page 148 of the First Quarter 2010
Form 10-Q, may prove to be difficult to unwind. For these reasons, AIG does not
believe its disclosures regarding the CDS portfolio need to be modified based on the
Financial Times article.

Capital Resources and Liquidity, page 43

    3.

    Please provide an analysis and explanation of the sources and uses of cash and
material changes in particular items underlying the major captions reported in your
financial statements, see SEC Release No. 33-8350, IV, B.

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AIG Response:

AIG believes that the information contained in the “Liquidity of Parent and
Subsidiaries” section of the Form 10-K adequately informs investors of the relevant
liquidity issues for AIG and its subsidiaries. Nevertheless, an analysis of
consolidated cash flows may be helpful in highlighting general trends and strategic
transactions for AIG’s businesses. In response to the Staff’s comment, below is an
analysis and explanation of the sources and uses of AIG’s consolidated cash flows
for the three months ended March 31, 2010 and 2009. Although not specifically
requested in your letter, AIG intends to include and update similar disclosures in
future filings on Forms 10-Q and Forms 10-K commencing with the Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2010 (Second Quarter 2010 Form
10-Q).

The following table is an excerpt of AIG’s Consolidated Statement of Cash Flows.

    Three Months Ended March 31,

    (in millions)

    2010

    2009

    Cash at beginning of period

    $
    4,400

    $
    8,642

    Activity during the period:

    Net cash provided by operating activities

    3,195

    3,770

    Net cash provided by (used in) investing activities

    (4,516
    )

    1,432

    Net cash used in financing activities

    (266
    )

    (9,644
    )

    Effect of exchange rate changes on cash

    (42
    )

    (171
    )

    Decrease in cash

    (1,629
    )

    (4,613
    )

    Reclassification of assets held for sale

    (638
    )

    —

    Cash at end of period

    $
    2,133

    $
    4,029

Net cash provided by operating activities was positive for both the first
quarter of 2010 and 2009, due to net income from continuing operations as adjusted
for noncash items that totaled $6.3 billion and $6.1 billion, respectively. These
positive cash flows were partially offset by uses of cash from changes in operating
assets and liabilities of $6.0 billion and $4.5 billion, respectively, primarily
reflecting changes in accounts affected by timing, as well as other factors
disclosed herein. These adjustments for noncash items and changes in operating
assets and liabilities are shown on the Consolidated Statement of Cash Flows in the
First Quarter 2010 Form 10-Q. Net cash provided by operating activities from
discontinued operations was positive for both interim periods, at $2.9 billion and
$2.2 billion, respectively, with the improvement in the 2010 first quarter
reflecting the strength of the discontinued operations results, as shown on the
Consolidated Statement of Cash Flows.

Net cash used in investing activities in the first quarter of 2010 primarily
resulted from net purchases of fixed maturity securities and short-term investments,
due to AIG’s ability to invest cash generated from operating activities, and the
redeployment of

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excess liquidity. In the first quarter of 2009, investing
activities were a source of cash, resulting from the net sale of investments.

Net cash used in financing activities was significantly lower in the current
quarter, primarily as a result of declines in policyholder contract withdrawals,
reflecting improved conditions for the life insurance and retirement services
businesses, as well as the issuances of long-term debt by ILFC.

Future Cash Requirements, page 45

    4.

    Please disclose the restructuring opportunities you are exploring, so that ILFC
will meet its existing obligations through February 28, 2011. Also, explain the
consequences to ILFC, AGF and the Company, if ILFC and AGF are unable to meet their
obligations after the February 28, 2011 termination of support arrangements. Ensure
that your revised disclosure quantifies the expected impact of these actions on your
liquidity and capital resources.

AIG Response:

Please refer to the disclosures on pages 95 to 96 in the First Quarter 2010 Form
10-Q for details of the successful initiatives put in place through April 2010 to
address the liquidity needs of ILFC and AGF. As indicated in that disclosure, AIG
believes that any extension of its support beyond February 28, 2011 will not be
necessary. Further, in the case of AGF, AIG has disclosed that it is exploring
strategic alternatives, including a potential sale of a majority interest. AIG will
continue to include and update this disclosure in future filings on Forms 10-Q and
Forms 10-K, as applicable.

AIGFP, page 52

    5.

    Regarding the roll forward of collateral posted by AIGFP, it appears that a
large portion of the collateral activity for derivatives does not relate to super
senior credit default swaps. Please disclose what derivatives the $15.1 billion in
collateral returned to you represents. For those derivatives that are not super senior
credit default swaps, please disclose the contractual terms requiring the posting of
the collateral and discuss the impact that such collateral postings have had or may
have on your liquidity. Please ensure that the disclosure includes both asset and
liability positions for the aforementioned derivatives.

AIG Response:

In response to the Staff’s comment, AIG has added additional disclosure on page 101
of the First Quarter 2010 Form 10-Q. Because the contractual terms for the non-CDS
derivative transactions are based on standard ISDA documents including collateral
and netting provisions as disclosed on pages 145 to 146 and page 282 of the Form 10-K, AIG does not believe that

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additional disclosure on
contractual terms is necessary.

Investments

Investments in RMBS, CMBS, CPOs and ABS, page 161

    6.

    Please revise the disclosure to link the unrealized losses to the tabular
disclosure showing credit ratings and vintage of the RMBS, CMBS and CDO investments on
pages 163, 164, and 166.

AIG Response:

In response to the Staff’s comment, AIG revised the disclosure on pages 165 to 167
of the First Quarter 2010 Form 10-Q to link the unrealized losses to the tabular
disclosures showing credit ratings and vintage of the RMBS, CMBS and CDO
investments. AIG will continue to include and update this disclosure in future
filings on Forms 10-Q and Forms 10-K, as applicable.

AIGFP Trading Investments, page 167

    7.

    Please disclose the realized and unrealized gain (loss) for each fixed maturity
trading investment class and further disaggregate the information for RMBS, CMBS and
CDO/ABS and other collateralized. Please revise the disclosure to link this information
to the tabular disclosure on page 115 and narrative disclosure on page 116. Also, in
the corresponding section in critical accounting estimates, describe and quantify the
methods and significant assumptions used in determining the fair value of these
investments and the sensitivity of your future operating results to the impact of
reasonably likely changes in these assumptions.

AIG Response:

Changes in the AIGFP trading investments portfolio fair values are reflected through
earnings as a result of the election of the Fair Value Option under Accounting
Standards Codification 825, Financial Instruments. Therefore, realized and
unrealized gains are not relevant for this portfolio. Further, AIGFP’s information
systems do not track this information on a continuous basis as it does not impact
the accounting for these investments or disclosures within AIG’s financial
statements. The pricing methodology and significant assumptions used in this
portfolio are consistent with those used for AIG’s investment portfolio, which are
discussed in Note 5 to the consolidated financial statements included in the Form
10-K. The vast majority of AIG’s highly diversified investment portfolio is fair
valued using market prices derived from external trades; therefore, analysis of the
sensitivity of AIG’s future operating results to changes in such fair values would be impractical given that this portfolio is

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subject  to correspondingly
diversified and differentiated market factors.

Notes to Consolidated Financial Statements

Note 3. Discontinued Operations and Held-For-Sale Classifications, page 224

    8.

    Please tell us your basis for not including the investment advisory and third
party asset management business, which you have agreed to sell, or any other business
sold during 2009, such as 21st Century and HSB, as discontinued operations in your
consolidated statements of income (loss).

AIG Response:

AIG reports the results of operations of a business as discontinued operations if
the business is classified as held for sale, the operations and cash flows of the
business have been or will be eliminated from the ongoing operations of AIG as a
result of a disposal transaction and AIG will not have any significant continuing
involvement in the operations of the business after the disposal transaction.
Failure to meet any of these criteria prevents AIG from including such businesses as
discontinued operations. AIG assesses a business over a period that includes the
point at which the component initially meets the criteria to be recorded as held for
sale through one year after the date the business is actually disposed of, and
reassesses whether the discontinued operations criteria are met during that
assessment period only when significant events or circumstances occur that may
change its assessment.

The sales of the investment advisory and third party asset management business,
21st Century, and HSB did not meet the criteria for discontinued
operations accounting because of AIG’s significant continuing involvement with the
businesses sold.

AIG expanded its disclosure in Note 3 “Discontinued Operations and Held-For-Sale
Classification” to the financial statements on pages 19 to 20 included in the First
Quarter 2010 Form 10-Q to clarify the reasons for certain transactions not being
presented as discontinued operations, including whether such businesses were
immaterial to AIG’s operating results and financial position, or due to AIG’s
continuing involvement. AIG will continue to include and update this disclosure in
future filings on Forms 10-Q and Forms 10-K, as applicable.

Note 6. Investments, page 262

    9.

    Please disclose the factors that you considered in assessing the existence of
other-than-temporary impairment in your “other invested assets.” Ensure that your
revised disclosure addresses the future implications of the investment risks inherent
in alternative funds.

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AIG Response:

In response to the Staff’s comment, AIG expanded the disclosure of the assessment of
other-than-temporary impairment on other invested assets on page 46 of the First
Quarter 2010 Form 10-Q. AIG will continue to include and update this disclosure in
future filings on Forms 10-Q and Forms 10-K, as applicable.

Note 7. Lending Activities, page 263

    10.

    Please revise to disclose the factors that you considered in concluding that
the $838 mi