<PAGE>   1
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                      
                                -------------
                                      
                                 Form 10-K/A
(Mark One)

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
/x/              SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
                  For the fiscal year ended December 31, 1994

                                       OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
/ /              SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

             For the Transition period from________to_____________

                         Commission file number 1-8787

                                -------------

                       AMERICAN INTERNATIONAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

                 Delaware                                         13-2592361
     (State or other jurisdiction of                           (I.R.S. Employer
      incorporation or organization)                         Identification No.)

    70 Pine Street, New York, New York                              10270
 (Address of principal executive offices)                         (Zip Code)

       Registrant's telephone number, including area code (212) 770-7000
                                      
                                -------------

Securities registered pursuant to Section 12(b) of the Act:


<TABLE>
<CAPTION>
                                                                Name of each exchange on
                 Title of each class                                which registered
                 -------------------                                ----------------
       <S>                                                    <C>
       Common Stock, Par Value $2.50 Per Share                New York Stock Exchange, Inc.
</TABLE>


Securities registered pursuant to Section 12(g) of the Act:

                 Title of each class
                 -------------------
                         None
                                -------------

         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

          Yes    x                                      No 
             ----------                                    ----------

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /  /.

         The aggregate market value of the shares of all classes of voting
stock of the registrant held by non-affiliates of the registrant on January 31,
1995 was approximately $23,460,599,000 computed upon the basis of the closing 
sales price of the Common Stock on that date.

         As of January 31, 1995, there were outstanding 315,892,792 shares of
Common Stock, $2.50 par value, of the registrant.

                      Documents Incorporated by Reference:

         The registrant's definitive proxy statement filed or to be filed with
the Securities and Exchange Commission pursuant to Regulation 14A involving the
election of directors at the annual meeting of the shareholders of the
registrant scheduled to be held on May 24, 1995 is incorporated by reference in

Part III of this Form 10-K.
                                                                                
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                             American International Group, Inc. and Subsidiaries



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

AMERICAN INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES


<TABLE>
<CAPTION>
                                                              
- --------------------------------------------------------------
                                                          PAGE
- --------------------------------------------------------------
<S>                                                        <C>
  Report of Independent Accountants                         36
  Consolidated Balance Sheet at
    December 31, 1994 and 1993                              37
  Consolidated Statement of Income for the
    years ended December 31, 1994, 1993
    and 1992                                                39
  Consolidated Statement of Capital Funds
    for the years ended December 31, 1994,
    1993 and 1992                                           40
  Consolidated Statement of Cash Flows for
    the years ended December 31, 1994,
    1993 and 1992                                           41
  Notes to Financial Statements                             43

Schedules:
    I--Summary of Investments--Other Than
         Investments in Related
         Parties as of
         December 31, 1994                                 S-1
    II--Condensed Financial Information of
         Registrant as of December 31, 1994
         and 1993 and for the years ended
         December 31, 1994, 1993 and 1992                  S-2
    III--Supplementary Insurance Information as
         of December 31, 1994, 1993 and
         1992 and for the years then ended                 S-4
    IV--Reinsurance as of December 31, 1994,
         1993 and 1992 and for the years
         then ended                                        S-5
    VI--Supplemental Information Concerning
         Property-Casualty Insurance Operations
         as of December 31, 1994, 1993
         and 1992 and for the years then ended             S-6
</TABLE>






<PAGE>   3


The Board of Directors and Shareholders
American International Group, Inc.

         We have audited the consolidated financial statements and the
financial statement schedules of American International Group, Inc. and 
subsidiaries listed in the index on page 35 of this Form 10-K. These financial 
statements and financial statement schedules are the responsibility of the 
Company's management. Our responsibility is to express an opinion on these 
financial statements and the financial statement schedules based on our audits.

         We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.  

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
American International Group, Inc. and subsidiaries as of December 31, 1994 and
1993, and the consolidated results of their operations and their cash flows for
each of the three years in the period ended December 31, 1994, in conformity
with generally accepted accounting principles. In addition, in our opinion, the
financial statement schedules referred to above, when considered in relation to
the basic financial statements taken as a whole, present fairly, in all 
material respects, the information required to be included therein.
                  

         As discussed in Note 1(w) of Notes to Financial Statements, the
Company changed its method of accounting for investments in certain fixed
maturity securities in 1993, and in 1992 for income taxes and postretirement
benefits other than pensions.

                                                        COOPERS & LYBRAND L.L.P.

New York, New York
February 23, 1995.






  

<PAGE>   4






                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange 
Act of 1934, as amended, the issuer has duly caused this Amendment to the 
Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, the
reunto duly authorized, in the City of New York and State of New York, on the 
6th day of April, 1995.

                                 AMERICAN INTERNATIONAL GROUP, INC.
                                 By   /s/ M.R. GREENBERG, CHAIRMAN*
                                   ------------------------------------
                                         (M. R. Greenberg, Chairman)

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Amendment to the Annual Report on Form 10-K/A has been signed 
below by the following persons in the capacities indicated on the 6th day of 
April, 1995 and each of the undersigned persons, in any capacity, hereby 
severally constitutes M.R. Greenberg, Edward E. Matthews and Howard I. Smith 
and each of them, singularly, his true and lawful attorney with full power to 
them and each of them to sign for him, and in his name and in the capacities 
indicated below, this Amendment to the Annual Report on Form 10-K/A and any and
all amendments thereto.


<TABLE>
<CAPTION>
                  SIGNATURE                                                     TITLE
                  ---------                                                     -----
                                                            
    <S>                                                     <C>
             /s/ M.R. Greenberg*                            Chairman and Director
    ------------------------------------                      (Principal Executive Officer)
              (M. R. Greenberg)                             
                                                            
           /s/ Edward E. Matthews*                          Vice Chairman and Director
    ------------------------------------                      (Principal Financial Officer)
            (Edward E. Matthews)                            
                                                            
             /s/ Howard I. Smith                            Senior Vice President
    ------------------------------------                      and Comptroller
              (Howard I. Smith)                               (Principal Accounting Officer)
                                                            
                                                            
           /s/ M. Bernard Aidinoff*                         Director
    ------------------------------------                            
            (M. Bernard Aidinoff)                           
                                                            
              /s/ Lloyd Bentsen*                            Director
    ------------------------------------                            
               (Lloyd Bentsen)                              
                                                            
            /s/ Marshall A. Cohen*                          Director
    ------------------------------------                            
             (Marshall A. Cohen)                            
                                                            
         /s/ Barber B. Conable, Jr.*                        Director
    ------------------------------------                            
          (Barber B. Conable, Jr.)                          
                                                            
           /s/ Martin S. Feldstein*                         Director
    ------------------------------------                            
            (Martin S. Feldstein)                           
                                                            
            /s/ Houghton Freeman*                           Director
    ------------------------------------                                        
             (Houghton Freeman)
</TABLE>





<PAGE>   5
                            SIGNATURES--(Continued)


<TABLE>
<CAPTION>
                  SIGNATURE                                  TITLE
                  ---------                                  -----
                                                            
           <S>                                              <C>
             /s/ Leslie L. Gonda*                           Director
    ------------------------------------                            
              (Leslie L. Gonda)                             
                                                            
             /s/ Carla A. Hills*                            Director
    ------------------------------------                            
              (Carla A. Hills)                              
                                                            
           /s/ Frank J. Hoenemeyer*                         Director
    ------------------------------------                            
            (Frank J. Hoenemeyer)                           
                                                            
             /s/ John I. Howell*                            Director
    ------------------------------------                            
              (John I. Howell)                              
                                                            
             /s/ Dean P. Phypers*                           Director
    ------------------------------------                            
              (Dean P. Phypers)                             
                                                            
             /s/ John J. Roberts*                           Director
    ------------------------------------                            
              (John J. Roberts)                             
                                                            
            /s/ Ernest E. Stempel*                          Director
    ------------------------------------                            
             (Ernest E. Stempel)                            
                                                            
            /s/ Thomas R. Tizzio*                           Director
    ------------------------------------                                        
             (Thomas R. Tizzio)


*By        /s/ Howard I. Smith
    -----------------------------------
              (Howard I.Smith)
             (Attorney-in-fact)
</TABLE>