FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DeMaio Donna

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/17/2017 

3. Issuer Name and Ticker or Trading Symbol

AMERICAN INTERNATIONAL GROUP INC [AIG]

(Last)        (First)        (Middle)

AMERICAN INTERNATIONAL GROUP, INC., 175 WATER STREET

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Executive Vice President /

(Street)

NEW YORK, NY 10038       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   5074.0000   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
2013 Performance Share Units     (1)   (1) Common Stock   9722.0000   (1)   (2) D    
2014 Performance Share Units     (3)   (3) Common Stock   10440.0000   (3)   (2) D    
2017 Restricted Stock Units     (4)   (4) Common Stock   5722.0000   (4)   (2) D    

Explanation of Responses:
(1)  Represents the remaining 2013 Performance Share Units earned as determined by AIG's Compensation and Management Resources Committee in March 2016 based on pre-established performance goals for the three-year performance period ended December 31, 2015. The earned 2013 Performance Share Units have vested for the reporting person and are settled in shares of AIG Common Stock one-third in January of each of 2016, 2017 and 2018.
(2)  These securities convert to AIG Common Stock on a 1 to 1 basis.
(3)  Represents the remaining 2014 Performance Share Units earned as determined by AIG's Compensation and Management Resources Committee in January 2017 based on pre-established performance goals for the three-year performance period ended December 31, 2016. The earned 2014 Performance Share Units have vested for the reporting person and are settled in shares of AIG Common Stock one-third in January of each of 2017, 2018 and 2019.
(4)  The 2017 Restricted Stock Units vest in January 2020, subject to the reporting person's continued employment through the vesting date, and are settled in shares of AIG Common Stock. The award includes dividend equivalent rights payable in the form of additional Restricted Stock Units.

Remarks:
poadonnademaio.txt

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DeMaio Donna
AMERICAN INTERNATIONAL GROUP, INC.
175 WATER STREET
NEW YORK, NY 10038

Executive Vice President

Signatures
/s/ James J. Killerlane III, by POA for Donna DeMaio 4/25/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
American (NYSE:AIG)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more American Charts.
American (NYSE:AIG)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more American Charts.