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[AIG Letterhead]

October 22, 2010

Mr. Jeffrey P. Riedler

Assistant Director

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 8-K filed on October 18, 2010

File No. 001-8787

Dear Mr. Riedler:

We are in receipt of your letter dated October 20, 2010 with respect to American International
Group, Inc.’s (AIG) Current Report on Form 8-K filed with the Securities and Exchange Commission
(Commission) on October 18, 2010 (Form 8-K). This letter sets forth AIG’s response to the Staff’s
comment contained in your letter.

AIG acknowledges that the adequacy and accuracy of the disclosure in the Form 8-K is the
responsibility of AIG, that Staff comments or changes to disclosure in response to Staff comments
do not foreclose the Commission from taking any action with respect to the Form 8-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 comment below to facilitate your review.

General

    1.

    We note that the Form 8-K incorporates by reference a press release discussing
the initial public offering of shares of AIA Group Limited and the Hong Kong prospectus
posted on October 18, 2010. The press release identifies the Joint Global Coordinators
and Joint Sponsors of the Global Offering as well as the Joint Bookrunners and Joint
Lead Managers of the Global Offering. Please provide us with a detailed analysis
discussing the potential applicability of Section 5 of the Securities Act of 1933
regarding the filing of this Form 8-K. If you believe that your disclosure is in
compliance with Section 5 of the Securities Act of 1933, please include in your
analysis the consideration you gave to Rule 135c of the Securities Act of 1933.

    AIG Response:

    On October 17, 2010, AIA Group Limited (AIA) issued a press release (the AIA Press
Release) announcing the details of a global offering and proposed
listing of its shares on the Main Board of The Stock Exchange of Hong Kong Limited. The AIA
Press Release was released by AIA outside the United States in compliance with Rule 135e
under the Securities Act of 1933.

    2

    October 22, 2010

    The AIA Public Offering is important to the completion of the series of integrated
transactions (the Recapitalization) contemplated by the Agreement in Principle,
dated as of September 30, 2010, between AIG, the United States Department of the
Treasury, the Federal Reserve Bank of New York and the AIG Credit Facility Trust.
In light of the importance of the status of the AIA Public Offering to the
consummation of the Recapitalization, AIG elected to furnish the AIA Press Release
on the Form 8-K in an effort to ensure that all investors had equal access to
information concerning the status of the AIA Public Offering and to comply with
AIG’s obligations under Regulation FD.

    In order to avoid any question as to whether the Form 8-K could be a “general
solicitation” for the ordinary shares of AIA, AIG filed the AIA Press Release,
without alteration or redaction of information, under Item 7.01 of Form 8-K as
promptly as practicable following its dissemination in Hong Kong. AIA had issued
the AIA Press Release in accordance with market practice and procedures for initial
public offerings in Hong Kong. In this respect, AIG was following the practice of
other U.S. public companies that have had subsidiaries conduct initial public
offerings in Hong Kong and have filed similar offering-related information under
Item 7.01 of Form 8-K contemporaneously with its dissemination in Hong Kong. AIG’s
filing on Form 8-K and this practice are consistent with the SEC’s reason for
adopting Rule 135e. See Offshore Press Conferences, Meetings with Company
Representatives Conducted Offshore and Press-Related Materials Released
Offshore, Fed. Sec. L. Rep. (CCH) ¶ 85,966 (Oct. 10, 1997) (“Without the safe
harbors, U.S. press will continue to be excluded from the offshore press activities
of foreign issuers. This may harm U.S. investors because they eventually receive
the information disseminated offshore, but on a delayed basis. With the safe
harbors, U.S. investors will have access to information about their investments in a
more timely and efficient manner. The safe harbors adopted today will facilitate
U.S. press access to the offshore press activities, and promote efficiency,
competition and capital formation by removing information barriers that may
inadvertently harm U.S. investors and otherwise facilitating foreign issuer access
to U.S. markets.”).

If you have any questions or require any additional information, please do not hesitate to contact
me at (212) 770-5123.

    Very truly yours,

    /s/ Kathleen E. Shannon

    Kathleen E. Shannon

    Senior Vice President and Deputy General Counsel