SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Cowan Michael R. (Last) (First) (Middle) AMERICAN INTERNATIONAL GROUP, INC. 180 MAIDEN LANE (Street) NEW YORK NY 10038 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AMERICAN INTERNATIONAL GROUP INC [ AIG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 12/19/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year) 12/21/2011	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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/19/2011		A		10,732(1)	A	$22.36	10,732	D
Common Stock	12/19/2011		A		10,732(2)	A	$22.36	21,464	D
Common Stock	12/19/2011		A		10,308(3)	A	$22.36	31,772	D
Common Stock	12/19/2011		A		6,871(4)	A	$22.36	38,643	D
Common Stock	12/19/2011		A		6,871(5)	A	$22.36	45,514	D
Common Stock	12/19/2011		A		3,062(6)	A	$22.36	48,576	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares are restricted from transfer until January 01, 2014 pursuant to the Restricted Stock Award Agreement with the Company dated December 19, 2011. This award reflects 19,976 shares less 9,244 shares withheld for taxes. These shares represent fully vested restricted stock to replace the award granted under the LTIP in 2011. This amendment is to correct the errors in calculation of the net amount previously reported.

2. These shares are restricted from transfer until January 01, 2013 pursuant to the Restricted Stock Award Agreement with the Company dated December 19, 2011. This award reflects 19,976 shares less 9,244 shares withheld for taxes. These shares represent fully vested restricted stock to replace the award granted under the LTIP in 2011. This amendment is to correct the errors in calculation of the net amount previously reported.

3. These shares are restricted from transfer until March 15, 2013 pursuant to the Restricted Stock Award Agreement with the Company dated December 19, 2011. This award reflects 19,186 shares less 8,878 shares withheld for taxes. This amendment is to correct the errors in calculation of the net amount previously reported.

4. These shares are restricted from transfer until December 19, 2013 pursuant to the Restricted Stock Award Agreement with the Company dated December 19, 2011. This award reflects 12,790 shares less 5,919 shares withheld for taxes. This amendment is to correct the errors in calculation of the net amount previously reported.

5. These shares are restricted from transfer until December 19, 2014 pursuant to the Restricted Stock Award Agreement with the Company dated December 19, 2011. This award reflects 12,790 shares less 5,919 shares withheld for taxes. This amendment is to correct the errors in calculation of the net amount previously reported.

6. These shares are restricted from transfer until January 01, 2014 pursuant to the Restricted Stock Award Agreement with the Company dated December 19, 2011. This award reflects 5,700 shares less 2,638 shares withheld for taxes. These shares represent fully vested restricted stock to replace the award granted under the LTIP in 2011. This amendment is to correct the errors in calculation of the net amount previously reported.

	/s/ Kathleen E. Shannon, by POA for Michael R. Cowan	12/21/2011
	** 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 4 (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).
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