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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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 *

Zaffino Peter

2. Date of Event Requiring Statement (MM/DD/YYYY)
8/1/2017 

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)

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
2017 Restricted Stock Units     (1)   (1) Common Stock   20047.0000   (1)   (2) D    
Stock Option A (Right to Buy)     (3) 7/24/2024   Common Stock   333000.0000   (3) $64.5300   D    
Stock Option B (Right to Buy)     (4) 7/24/2024   Common Stock   267000.0000   (4) $64.5300   D    
Stock Option C (Right to Buy)     (5) 7/24/2024   Common Stock   200000.0000   (5) $64.5300   D    
Stock Option D (Right to Buy)     (6) 7/24/2024   Common Stock   200000.0000   (6) $64.5300   D    

Explanation of Responses:
(1)  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.
(2)  These securities convert to AIG Common Stock on a 1 to 1 basis.
(3)  The options were granted under and are subject to the terms of the AIG 2013 Omnibus Incentive Plan (the "Plan") and vest in equal installments on each of July 24, 2018, July 24, 2019 and July 24, 2020.
(4)  The options were granted under and are subject to the terms of the Plan and vest based upon AIG attaining a closing AIG Common Stock price, for at least 20 consecutive trading days, of at least $30.00 over $64.53, the closing AIG Common Stock price on July 24, 2017 (the "Reference Price").
(5)  The options were granted under and are subject to the terms of the Plan and vest based upon AIG attaining a closing AIG Common Stock price, for at least 20 consecutive trading days, of at least $10.00 over the Reference Price, but will not vest faster than in three equal annual installments beginning on July 24, 2018.
(6)  The options were granted under and are subject to the terms of the Plan and vest based upon AIG attaining a closing AIG Common Stock price, for at least 20 consecutive trading days, of at least $20.00 over the Reference Price.

Remarks:
poapeterzaffino.txt

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

Executive Vice President

Signatures
/s/ James J. Killerlane III, by POA for Peter Zaffino 8/4/2017
** 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.
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