SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Doyle John Q

(Last)

(First)

(Middle)

175 WATER STREET

(Street)

NEW YORK

10038

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/10/2013

3. Issuer Name and Ticker or Trading Symbol
AMERICAN INTERNATIONAL GROUP INC [ AIG ]

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

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	16,721	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Long-Term Performance Units	⁽¹⁾	⁽¹⁾	Common Stock	2,446.12	⁽²⁾	D
Restricted Stock Unit	⁽¹⁾	⁽¹⁾	Common Stock	145,279.73	⁽²⁾	D
Restricted Stock Unit	⁽³⁾	⁽³⁾	Common Stock	55,903⁽³⁾	$22.36⁽⁴⁾	D
Restricted Stock Unit	⁽³⁾	⁽³⁾	Common Stock	35,765⁽³⁾	$34.95⁽⁴⁾	D
Restricted Stock Unit	⁽⁵⁾	⁽⁵⁾	Common Stock	23,399⁽⁵⁾	$53.42⁽⁴⁾	D
Stock Option (Right to Buy)	12/13/2008⁽⁶⁾	12/13/2017	Common Stock	999	$1,140.99	D
Stock Option (Right to Buy)	09/01/2006⁽⁷⁾	09/01/2015	Common Stock	250	$1,187	D
Stock Option (Right to Buy)	12/17/2004⁽⁷⁾	12/17/2013	Common Stock	199	$1,279	D
Stock Option (Right to Buy)	12/14/2006⁽⁷⁾	12/14/2015	Common Stock	499	$1,319.79	D
Stock Option (Right to Buy)	12/11/2007⁽⁷⁾	12/11/2016	Common Stock	749	$1,420	D
Warrants (Right to Buy)	01/19/2011	01/19/2021	Common Stock	8,767.643	$45	D

Explanation of Responses:

1. These securities do not have an exercisable date or expiration date.

2. These securities do not carry a conversion or exercise price.

3. This award represents RSUs that will vest 50% on the second anniversary and 50% on the third anniversary of the date of grant. The RSUs will be payable in cash based on AIG's share price on the applicable vesting date.

4. Represents AIG's share price on the date of grant; these securities do not carry a conversion or exercise price.

5. This award represents RSUs that will vest 100% on the third anniversary of the date of grant. The RSUs will be payable in cash based on AIG's share price on the vesting date.

6. These options were granted under the American International Group, Inc. Amended and Restated 2007 Stock Option Plan. Pursuant to the terms of the plan, 25% of the options became exercisable on the anniversary date of the grant in each of the four years following the grant.

7. These options were granted under the American International Group, Inc. Amended and Restated 1999 Stock Option Plan. Pursuant to the terms of the plan, 25% of the options became exercisable on the anniversary date of the grant in each of the four years following the grant.

Remarks:

poadoyle.txt

	/s/ Patricia M. Carroll, by POA for John Q. Doyle	07/15/2013
	** 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 Number.