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[AIG Letterhead]

July 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-Q for the Fiscal Quarter Ended March 31, 2010

File No. 001-8787

Dear Mr. Rosenberg:

We are in receipt of your letter dated June 28, 2010 with respect to American International Group,
Inc.’s (AIG) Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010 (First
Quarter Form 10-Q). 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 First Quarter Form 10-Q 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 First Quarter Form 10-Q 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 to facilitate your review.

Item 1. Financial Statements (Unaudited)

Consolidated Statement of Equity, page 10

    1.

    You present a $2,161 million decrease due to deconsolidation in the
consolidated statement of equity. Please revise to identify the transactions to which
this deconsolidation relates.

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AIG Response:

Substantially all of the $2,161 million decrease to the Non-controlling Interests balance reported
in the First Quarter Form 10-Q related to the sale of AIG’s investment advisory and third-party
asset management business which occurred on March 26, 2010. This transaction, which met the
criteria for held-for-sale presentation, was disclosed in Note 3 to the Consolidated Financial
Statements, Discontinued Operations and Held-for-Sale Classification. Beginning with the Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2010 (Second Quarter Form 10-Q), AIG
will enhance the disclosure in Note 10 to the Consolidated Financial Statements, Total Equity and
Earnings (Loss) Per Share to indicate that this decline primarily related to the sale of AIG’s
investment advisory and third-party asset management business.

Notes to Consolidated Financial Statements

5. Fair Value Measurements, page 22

    2.

    Please revise your disclosures for assets and liabilities classified as Level 2
and Level 3 to quantify the inputs used in determining the fair value of each class of
assets and liabilities as required by ASC 820-10-50-2e, as amended by ASU 2010-06.
Please see ASC 820-10-55-22A for examples of the inputs to be disclosed.

AIG Response:

AIG will revise the disclosures related to fair value measurements in its Second Quarter Form 10-Q
to provide additional detail on the valuation techniques and inputs used in determining the fair
value of AIG’s assets and liabilities classified as Level 2 and Level 3, by class. The proposed
revisions are shown in the appendix (revisions to the disclosures in the First Quarter Form 10-Q
are marked). Consistent with the guidance in ASC 820-10-50-2e, as amended by ASU 2010-06, AIG’s
revised disclosures will provide a description of valuation techniques and the inputs used in
determining fair values for these assets and liabilities, in particular AIG’s investments,
considering overall materiality and the number of the individual components of each class.
Consistent with the guidance and example in ASC 2010-10-55-22A and 22B, these disclosures will
include quantitative information on the inputs used for significant positions, such as Maiden Lane
II and Maiden Lane III, for which AIG determines fair value using an income approach that employs
an internal model. There are no other individually significant investments for which AIG uses an
internal model to determine fair value. See Note 5 to the Consolidated Financial Statements, Fair
Value Measurements — Valuation Methodologies — AIGFP’s Super Senior Credit Default Swap Portfolio
in the First Quarter Form 10-Q for a discussion of the model used to determine the fair values of
AIG’s super senior credit default swap portfolio. Consistent with example ASC 2010-10-55-22A(c),
AIG will also disclose how third-party information, such as broker quotes, pricing services and net
asset values, is considered in determining fair value. For the majority of other Level 2 and Level
3 financial assets and financial liabilities, AIG primarily relies on the outside pricing services
and other third-party quote providers as inputs into its fair value process. AIG performs due
diligence on these pricing sources, including evaluating its own trade information and other market
data to validate the quotes received.

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9. Commitments, Contingencies and Guarantees

Asset Dispositions, page 72

    3.

    Please revise to describe and quantify the financial guarantees and indemnity
arrangements provided in connection with your planned sale of ALICO.

AIG Response:

AIG proposes to provide revised disclosures in its Second Quarter Form 10-Q related to financial
guarantees and indemnity arrangements as follows, subject to changes in circumstances (revisions
from the disclosures contained in the First Quarter Form 10-Q are marked):

General. AIG is also subject to financial guarantees and indemnity arrangements in
connection with the completed sales of businesses pursuant to its asset disposition plan,
including the sales of AIA and ALICO. The various arrangements indemnities and guarantees
may be triggered by, among other things, declines in asset values, the occurrence of specified
business contingencies, the realization of contingent liabilities, developments in litigation,
or breaches of representations, warranties or covenants provided by AIG. These
arrangements obligations are typically subject to various time limitations, defined by the
contract or by operation of law, such as statutes of limitation. In some cases, the maximum
potential obligation is subject to contractual limitations, while in other cases such limitations
are not specified or are not applicable.

AIG is unable to develop an reasonable estimate of the maximum potential payout
under certain of these arrangements guarantees and indemnifications. However,
Overall, AIG believes that it is unlikely it will have to make any material payments
related to completed sales under these arrangements, and no significant material
liabilities related to these arrangements have been recorded in the Consolidated Balance Sheet. See
Note 1 herein for additional information on sales of businesses and asset dispositions.

ALICO. Under the terms of the announced sale of ALICO, the purchase price must be adjusted
based on conditions existing at closing and/or the occurrence of certain events including the
maintenance of a minimum risk-based-capital ratio, the settlement of amounts due to or from AIG
affiliates, and the level of earnings during the 12 months ended May 31, 2010. AIG expects the
transaction to close in the fourth quarter of 2010 and, as of June 30, 2010, AIG does not expect
the purchase price will be materially negatively adjusted as a result of the foregoing events or
conditions.

AIG also agreed to provide MetLife with certain indemnifications upon completion of the sale,
the most significant of which include:

    •

    Indemnification related to breaches of general representations and
warranties with an aggregate deductible of $125 million and a maximum payout of
$2.25 billion. The indemnification extends for 21 months from the completion of the
sale.

    •

    Indemnifications related to specific product, investment, litigation, and
other matters that are excluded from the general representations and warranties
indemnity. These indemnifications provide for various deductible amounts, which

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    in certain cases are zero, and maximum exposures, which in certain cases are
unlimited, and extend for various periods from the completion of the sale.

    •

    Tax indemnifications related to insurance reserves that extend for three
years from the completion of the sale and that are limited to an aggregate $200
million, and certain other tax-related representations and warranties that extend
to the expiration of the statute of limitations and are subject to an aggregate
deductible of $50 million.

In connection with the above, AIG agreed to place $3 billion of sales proceeds (consisting
initially of MetLife securities to be received upon the completion of the sale) into an escrow
arrangement that declines to zero over a 30-month period, with claims submitted related to the
indemnifications reducing the amount that can be released. Because the transaction had not closed
at June 30, 2010, no liabilities related to these indemnifications were recorded in the
Consolidated Balance Sheet.

10. Total Equity and Earnings (Loss) Per Share

Earnings (Loss) Per Share (EPS), page 75

    4.

    You present all of the $519 million income attributable to non-controlling
nonvoting, callable, junior and senior preferred interests held by Federal Reserve Bank
of New York from continuing operations and none as discontinued operations. Please
tell us why this is appropriate.

AIG Response:

For the three months ended March 31, 2010, the $519 million of income attributable to the
non-controlling, nonvoting, callable, junior and senior preferred interests held by the Federal
Reserve Bank of New York consisted of the prepaid preferred returns, the preferred returns, and the
participation rights (“Returns”) on the preferred interests issued by the ALICO and AIA special
purpose vehicles (“SPVs”) as described on page 314 of AIG’s Annual Report on Form 10-K for the year
ended December 31, 2009. At March 31, 2010, AIG expected the ALICO and AIA SPVs (which are not
being disposed of in the ALICO and AIA sales transactions) would hold the securities issued by
MetLife, Inc. and Prudential plc in connection with the sales of ALICO and AIA for more than twelve
months and, therefore, AIG concluded the SPVs did not meet the criteria to be classified as held
for sale or discontinued operations. Consequently, AIG determined the Returns on the preferred
interests should be attributed to continuing operations.

14. Income Taxes, page 79

    5.

    Please revise to describe and quantify the factors that you considered in
allocating the reduction in the valuation allowance between continuing and discontinued
operations.

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AIG Response:

          The factors considered by AIG in allocating the reduction in the valuation allowance between
continuing and discontinued operations included the following:

    •

    The source of income that allowed for the release in the valuation allowance, which is
consistent with ASC 740-20-45-3. ASC 740-20-45-3 requires that the tax benefit of an
operating loss carryforward or carryback shall be reported in the same manner as the source
of the income in the current year that allows for its realization.

    •

    The primacy of continuing operations, which is consistent with ASC 740-20-45-4, ASC
740-20-45-7, and ASC 740-20-45-8. ASC 740-20-45-4 requires that changes in the beginning
of the year balance of a valuation allowance caused by changes in judgment about the
realization of deferred tax assets in future years are allocated to continuing operations
subject to certain exceptions. ASC 740-20-45-7 requires all items (e.g., extraordinary
items, discontinued operations, and other comprehensive income) be considered in
determining the amount of tax benefit that results from a loss from continuing operations
and that shall be allocated to continuing operations. ASC 740-20-45-8 requires that
certain items be recorded in continuing operations even if they relate to items in other
income components (e.g., changes in tax rates and changes in tax status).

    •

    Consistency in the application and accounting for the establishment and release of
valuation allowance, e.g., in accordance with ASC 740-20, as well as other generally
accepted accounting principles.

          AIG proposes to revise the disclosures related to intra-period income tax allocation in the
Second Quarter 2010 Form 10-Q in a manner similar to the following for the six months ended June
30, 2010 (for this purpose, planned revisions to disclosures included within the First Quarter 2010
Form 10-Q are marked):

    In any interim period, the AIG’s U.S. consolidated income tax group may generate income or
loss. To the extent that any operating income is generated, the related tax expense may be
offset by a reduction in the valuation allowance. Conversely, any tax benefits arising from
operating losses may be offset by an additional valuation allowance to reduce the net
deferred tax asset to an amount that is more likely than not to be realized. Any reduction
of the valuation allowance will be allocated to continuing operations, discontinued
operations and components of shareholder’s equity based on the intraperiod tax allocation
rules.

    For the three-month period ended March 31, 2010, the effective tax rate on the
pre-tax income from continuing operations was (10.9) percent and the effective tax
rate on the pre-tax income from included in discontinued operations was
(13.1) percent. The effective tax rates were was negative because AIG
recorded tax benefits on pre-tax income from continuing and discontinued
operations. The tax benefit attributable to continuing operations totaled
$151 million and was primarily due to a
decreases in the deferred tax
asset valuation allowance to

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    reflect the tax effect of $82 million related to certain subsidiaries that
file separate income tax returns, $140 million which principally offsets the tax
expense related to the pre-tax income from continuing operations of $835 million
earned during the quarter, and changes in the valuation allowance of subsidiaries
that file separate income tax returns., and The tax benefit attributable
to discontinued operations totaled $665 million and primarily related to
increases changes in the expected gains from the planned divestiture of
subsidiaries based on events occurring in the quarter. and included in
discontinued operations.

    In making its determination of the fair values of the subsidiaries to be sold, AIG
considered, among other information, valuations prepared for various purposes by
third parties.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

General Insurance, page 90

    6.

    We note your disclosure about AIG’s exposure to losses resulting from the
explosion on the Deepwater Horizon offshore drilling rig. Please advise us of AIG’s
connection to the event, including the party or parties AIG insured, either directly or
indirectly, and the types of losses insured. With respect to the types of losses
insured, please discuss both direct losses resulting from the explosion and indirect
losses that may result from the event.

AIG Response:

AIG’s principal exposures to the explosion and resulting oil spill derive from property and
casualty insurance policies written by Chartis.

Chartis insured 10 percent of the oil rig’s property coverage, which Chartis has paid in full. The
Chartis net loss after reinsurance was approximately $22 million. Chartis also participated in Company A’s
Marine Liability coverage totaling $3.1 million in net exposure.

Chartis
also fronted a policy which was fully reinsured to the captive
insurance company of a party associated with the event. As of
July 27, 2010, Chartis has paid all amounts expected to be paid
under this fronting policy and has received full reimbursement from
the captive.

Chartis insured $700 million in gross limits for first-and-third p