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

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1. Name and Address of Reporting Person* Schimek Robert S. (Last) (First) (Middle) 175 WATER STREET (Street) NEW YORK NY 10038 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/16/2015	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	62,357	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	(1)	Common Stock	981.7134	$34.58(2)	D
Restricted Stock Unit	(3)	(3)	Common Stock	14,306(3)	$34.95(2)	D
Stock Option (Right to Buy)	12/13/2008(4)	12/13/2017	Common Stock	499	$1,140.99	D
Warrants (Right to Buy)	01/19/2011	01/19/2021	Common Stock	9,514.455(5)	$44.9036(5)	D

Explanation of Responses:

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

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

3. This award represents the remaining 50% of RSUs that will vest 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.

4. 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.

5. Reflects shares underlying 9,495.465 warrants. At the close of business on December 7, 2015, the number of shares of common stock receivable upon warrant exercise increased to 1.002 from 1.000 and the warrant exercise price was reduced to $44.9036 per share from $45.00 per share.

Remarks:

poarobertschimek.txt

	/s/ James J. Killerlane III, by POA for Robert S. Schimek	12/21/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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