WASHINGTON, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES AND EXCHANGE ACT OF 1934

        Date of report (Date of earliest event reported): October 20, 2005

               (Exact Name of Registrant as Specified in Charter)

       Delaware                      1-8787                   13-2592361
   (State or Other           (Commission File Number)       (IRS Employer
   Jurisdiction of                                          Identification No.)

                                 70 Pine Street
                            New York, New York 10270
                    (Address of Principal Executive Offices)

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

         (Former name or Former Address, if Changed Since Last Report)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      [ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

      [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

      [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

      [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

Section 5 - Corporate Governance and Management

Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
           Appointment of Principal Officers.

      On October 20, 2005, American International Group, Inc. (AIG) issued a
press release announcing that the Board of Directors of AIG has elected Michael
H. Sutton as a Director. Mr. Sutton will serve on the Audit Committee of the
Board of Directors. A copy of the press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K.

      In addition, on October 20, 2005, the Board of Directors of AIG was
notified by M. Bernard Aidinoff, director of AIG, that he does not intend to
stand for election at AIG's 2006 Annual Meeting of Shareholders and will
retire from the Board of Directors at that time.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

      (c) Exhibits.

      Exhibit 99.1  Press release of American International Group, Inc. dated
                    October 20, 2005.


     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                       AMERICAN INTERNATIONAL GROUP, INC.

Date: October 21, 2005                  By /s/ KATHLEEN E. SHANNON
                                        Name:  Kathleen E. Shannon
                                        Title: Senior Vice President
                                               and Secretary

                                 EXHIBIT INDEX

Exhibit No.                        Description
- -----------                        -----------

99.1                               Press Release of American International
                                   Group, Inc. dated October 20, 2005.

                                                                  EXHIBIT 99.1

NEWS                                                                [AIG LOGO]

Contact:  Charlene Hamrah (Investment Community)

          Joe Norton (News Media)


                             TO BOARD OF DIRECTORS

NEW YORK, October 20, 2005 - The Board of Directors of American International
Group, Inc. (AIG) has elected Michael H. Sutton a Director. Mr. Sutton will
serve on the Audit Committee of the Board.

Mr. Sutton, 65, served as Chief Accountant of the United States Securities and
Exchange Commission from 1995 until his retirement from the SEC in 1998. Later
that year through 1999, he served as a special, full time consultant to the
Financial Accounting Standards Board. Mr. Sutton has served on the Board of
Directors of Allegheny Energy, Inc. since 2004 and was named to the Board of
Directors of Krispy Kreme Doughnuts, Inc. in October of 2004.

Mr. Sutton began his career in financial accounting and reporting in 1963 at
Haskins & Sells (now Deloitte & Touche). He became a partner in 1974 and served
the organization in a variety of senior positions until his SEC appointment. He
earned his BS and MS degrees in accounting from the University of Tennessee.

Commenting on the election of Mr. Sutton, Frank G. Zarb, Chairman of the AIG
Board of Directors, said, "Michael Sutton brings broad experience in SEC
matters, public accounting and financial reporting to the AIG Board and its
Audit Committee. He is uniquely qualified to make important contributions to AIG
and to the Board as it fulfills its responsibilities, including the oversight of
AIG's financial reporting process and compliance with legal and regulatory

Martin J. Sullivan, AIG President and Chief Executive Officer, said, "We are
pleased that Michael Sutton has agreed to join the AIG Board, and we look
forward to the insight and perspective he will bring. AIG has recently made, and
will continue to make, significant improvements in its financial reporting and
disclosure process. Mr. Sutton will provide valuable knowledge and input that
complement these efforts and further strengthen our capabilities in this key
                                    #  #  #

American International Group, Inc. (AIG), world leaders in insurance and
financial services, is the leading international insurance organization with
operations in more than 130 countries and jurisdictions. AIG companies serve
commercial, institutional and individual customers through the most extensive
worldwide property-casualty and life insurance networks of any insurer. In
addition, AIG companies are leading providers of retirement services, financial
services and asset management around the world. AIG's common stock is listed in
the U.S. on the New York Stock Exchange and ArcaEx, as well as the stock
exchanges in London, Paris, Switzerland and Tokyo.

                                    #  #  #

                       American International Group, Inc.
                       70 Pine Street, New York, NY 10270