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[AIG Letterhead]

June 25, 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 June 4, 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) and
our prior response letter dated May 28, 2010 (Prior Letter). 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 below.

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

Capital Resources and Liquidity, page 43

    1.

    Please refer to prior comment three. Your proposed new disclosure does not adequately
follow the guidance in SEC Release No. 33-8350, IV, B, which seeks to avoid a recitation of
amounts presented in your consolidated statement of cash flows. We reissue our comment.
Your revised disclosure should also describe and quantify the sources of liquidity that
will allow you to meet the contractual obligations in 2011-2014, as shown on page 59.
Also, to the extent that you expect this liquidity to be provided by future cash flows from
operating activities, describe and quantify the planned changes in the operations of Sun
America and Chartis

    that you expect will generate the necessary level of future cash flows from operating
activities.

AIG Response:

AIG included expanded disclosures about the sources of liquidity that will allow AIG to meet its
contractual obligations for the remainder of 2010 and thereafter on pages 106 and 107 of its
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010 (First Quarter 2010
Form 10-Q). As disclosed in the First Quarter 2010 Form 10-Q, AIG expects this liquidity will be
provided by multiple sources, including through asset sales, future cash flows from operations,
cash flows generated from invested assets, future debt issuance and other financing arrangements,
as more fully described under the heading AIG’s Strategy for Stabilization and Repayment of its
Obligations as They Come Due in Management’s Discussion and Analysis of Financial Condition and
Results of Operations. AIG will expand the disclosures of sources of cash for its insurance
operations in future filings to quantify the current available liquidity in the form of cash and
short-term investments, and will cross reference applicable sections of the contractual obligations
analysis to the proposed disclosures about the variability in operating cash flows. However, AIG
has not disclosed the quantities of the sources that could be used due to the variability and
evolving nature of asset values, debt and equity markets, and future operating cash flows.
Finally, AIG will cross reference the aircraft purchase commitments to the existing disclosures
surrounding ILFC liquidity.

AIG will include updated disclosures similar to the disclosures in the First Quarter 2010
Form 10-Q, revised as set forth below in accordance with your comment, commencing with the Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2010 (Second Quarter 2010 Form 10-Q).

Capital Resources and Liquidity

Liquidity

Overview

At March 31, 2010, remaining amounts available under the FRBNY Credit Facility and the
Department of the Treasury Commitment were $12.5 billion and $22.3 billion, respectively,
compared to $17.1 billion and $24.5 billion, respectively, at December 31, 2009. Net
borrowings under the FRBNY Credit Facility increased by approximately $1.5 billion from
March 31, 2010 to April 28, 2010. The proceeds were primarily used to repay $2.3 billion of
commercial paper outstanding under the FRBNY Commercial Paper Funding Facility (CPFF) for
Curzon Funding LLC and Nightingale Finance LLC (Nightingale) on April 26, 2010.

AIG manages liquidity at both the parent and subsidiary levels. AIG believes that it has
sufficient liquidity to meet its obligations for at least the next twelve months.

AIG expects that dividends, distributions, and other payments from subsidiaries will support
the parent’s liquidity needs; the FRBNY Credit Facility is also expected to continue to be a
primary source of liquidity. In addition, the Department of the Treasury

-2-

Commitment may also be used as a source of funding, primarily to support the capital needs
of AIG’s insurance company subsidiaries. AIG expects the parent’s primary uses of available
cash will be debt service and subsidiary funding. Unless otherwise agreed with the FRBNY,
net proceeds from the sales of operations and assets are expected to be used to pay the
Preferred Interests and to repay any outstanding debt under the FRBNY Credit Facility, after
taking into account taxes, transaction expenses, settlement of intercompany loan facilities,
and capital required to be retained for regulatory or ratings purposes.

AIG expects that its subsidiaries will be able to continue to meet their obligations as they
come due for at least the next twelve months through cash from operations and, to the extent
necessary, maturing investments and asset sales as well as potential debt issuances.

See further discussion regarding AIG’s liquidity considerations in Liquidity of Parent and
Subsidiaries.

Analysis of sources and uses of cash

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

    Three Months Ended March 31,

    (in millions)

    2010

    2009

    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
    )

    Cash at beginning of period

    4,400

    8,642

    Reclassification of assets held for sale

    (638
    )

    —

    Cash at end of period

    $
    2,133

    $
    4,029

-3-

Net cash provided by operating activities was positive for both the first quarter of 2010
and 2009, principally due to continued positive cash flows from AIG’s insurance
subsidiaries.

Insurance companies generally receive most premiums in advance of the payment of claims or
policy benefits, but the ability of general insurance operations to generate positive cash
flow is affected by operating expenses, the frequency and severity of losses under its
insurance policies, as well as by policy retention rates. Cash provided by General
Insurance operations was essentially flat compared with the same period in 2009 as a
reduction in claims paid was offset by declines in premiums collected, arising primarily
from a decrease in domestic production. Catastrophic events and significant casualty losses,
 the timing and effect of which are inherently unpredictable, will reduce operating cash flow for AIG’s General Insurance operations. Cash flows from
AIG’s life insurance subsidiaries, including entities presented as discontinued operations,
also were flat compared with the same period of the prior year as growth in international
markets was largely offset by a decrease in cash flows from domestic operations. Cash flows
from insurance operations were partially offset by uses of cash in connection with the AIGFP
wind-down, net of reductions in collateral posted.

The AIGFP wind-down and other segment developments affecting net income described above are
further discussed in Management’s Discussion and Analysis of Financial Condition and Results
of Operations.

Accrued compounding interest and fees (reflected as non-cash expenses) were paid-in-kind in
both periods under the provisions of the FRBNY Credit Facility and, accordingly, did not
reduce operating cash flow in either period. Debt under the FRBNY Credit Facility includes
total accrued compounding interest and fees of $5.8 billion at March 31, 2010, the payment
of which will be reflected as a reduction in operating cash flows in the period that the
accrued compounding interest and fees for the FRBNY Credit Facility are paid.

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 liquidity that
had been accumulated by the insurance companies in the 2008 and 2009 time frame. 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, which are further discussed in Liquidity of Parent and
Subsidiaries – Financial Services – ILFC.

The following excerpt of the contractual obligations disclosure was revised to clarify the sources
of liquidity that AIG expects will allow it to meet contractual obligations for at least the next
twelve months.

-4-

The repayment of long-term debt maturities, net borrowings under the FRBNY Credit Facility,
and interest accrued on borrowings by AIG and its subsidiaries are expected to be made
through maturing investments and asset sales, future cash flows from operations, cash flows
generated from invested assets, future debt issuance and other financing arrangements, as
more fully described in AIG’s Strategy for Stabilization and Repayment of its Obligations as
They Come Due.

Loss reserves relate primarily to General Insurance business. Management believes that
adequate financial resources are maintained by the individual General Insurance subsidiaries
to meet the actual required payments under these obligations. The General Insurance
subsidiaries maintain substantial liquidity in the form of cash and short-term investments,
totaling $13.8 billion as of March 31, 2010. Further, General Insurance businesses maintain
significant levels of investment-grade fixed income securities, including substantial
holdings in government and corporate bonds (see Investments herein), which could be
monetized in the event operating cash flows are insufficient. Generally, these assets are
not transferable across various legal entities; however, management believes there are
generally sufficient resources within those legal entities such that they can meet their
individual needs. See Liquidity – Analysis of Sources and Uses of Cash and Liquidity of
Parent and Subsidiaries for matters that could affect operating cash flows and liquidity of
the subsidiaries.

Insurance and investment contract liabilities, including GIC liabilities, relate primarily
to the Life Insurance and Retirement Services businesses. Management believes that adequate
financial resources are maintained by individual Life Insurance and Retirement Services
subsidiaries to meet the payments actually required under these obligations. These
subsidiaries maintain substantial liquidity in the form of cash and short-term investments,
totaling $16.1 billion as of March 31, 2010. In addition, the Life Insurance and Retirement
Services businesses maintain significant levels of investment-grade fixed income securities,
including substantial holdings in government and corporate bonds (see Investments herein),
which may be monetized in the event operating cash flows are insufficient. Generally, these
assets are not transferable across various legal entities; however, management believes
there are generally sufficient resources within those legal entities such that they can meet
their individual needs. Liquidity needs for GIC liabilities are generally expected to be
funded through cash flows generated from maturities and sales of invested assets.

At March 31, 2010, ILFC has committed to purchase 120 new aircraft deliverable from 2010
through 2019, at an estimated aggregate purchase price of $13.7 billion, the majority of
which is due after 2015, with $243 million coming due over the remainder of 2010 and an
additional $887 million through 2012. See Note 9 to the Consolidated Financial Statements,
and Liquidity of Parent and Subsidiaries – Financial Services – Subsidiaries.

AIGFP, page 52

    2.

    Please refer to prior comment five. Please describe the contracts in the “all other
derivatives” category and quantify their notional value. Disclose the effect on

-5-

    results of operations, financial position and cash flows of future collateral postings
expected for this category.

AIG Response:

The contracts in the “All other derivatives” category represent interest rate, foreign exchange, equity,
commodity and other contracts entered into by AIGFP. The notional amounts and fair values of all of AIG’s
derivative instruments (including those of AIGFP) by type are reported on page 50 of the First
Quarter 2010 Form 10-Q. AIG also discloses the total amounts of fair values of AIGFP and non-AIGFP
derivative assets and liabilities on that page. In order to provide enhanced disclosure, AIG
intends to include the total notional amounts of AIGFP and non-AIGFP derivatives instruments
commencing with its Second Quarter 2010 Form 10-Q. AIG believes that future collateral postings
with respect to the non-AIGFP derivatives will not have a material effect on its consolidated
results of operations, financial position or cash flows.

Investments

AIGFP Trading Investments, page 167

    3.

    Please refer to prior comment seven. Please disclose the investment gains (losses) for
each fixed maturity trading investment class and further disaggregate this information for
RMBS, CMBS and CDO/ABS securities. Ensure that this information supports the tabular
disclosure on page 115 and the narrative disclosure on page 116.

AIG Response:

AIGFP manages risk (other than credit risk) on a portfolio basis, regardless of the product that
generated the risk. For example, interest rate risk is aggregated across trading investments,
liabilities and derivatives to arrive at AIGFP’s net portfolio interest rate risk exposure. AIG
provided disclosure about interest rate, foreign exchange, equity and commodity trading market risk
arising from AIGFP’s portfolio on pages 187 and 188 of the Form 10-K. AIGFP’s entire portfolio
(assets and liabilities) is fair-valued, with gains and losses recognized through earnings. AIG
believes that disclosing investment gains or losses for the AIGFP Trading Investments would not
provide meaningful information to readers of AIG’s financial statements. Disclosure of one
component of those gains and losses would not be consistent with how AIG manages its business. Moreover, because AIGFP’s
systems do not maintain information as to amortized cost, it would not be practical for AIGFP to
provide this information.

However, AIGFP’s credit risk is not managed at the portfolio level, but by counterparty and, in the
case of credit derivatives, by underlying reference security, and is largely unhedged. Gains or
losses from c