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

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

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                                 AMENDMENT NO. 2
                     AMERICAN BANKERS INSURANCE GROUP, INC.
                                (Name of Issuer)

                          COMMON STOCK, $1.00 PAR VALUE
                         (Title of Class of Securities)

                                   024456 10 5
                                 (CUSIP Number)

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

                               KATHLEEN E. SHANNON
                          VICE PRESIDENT AND SECRETARY
                       AMERICAN INTERNATIONAL GROUP, INC.
                                 70 PINE STREET
                               NEW YORK, NY 10270
                            TELEPHONE: (212) 770-5123
           (Name, address and telephone number of Person Authorized to
                       Receive Notice and Communications)
                               February 28, 1998
             (Date of Event which Requires Filing of this Statement)

     If a filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.

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1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         American International Group, Inc.,
         I.R.S. Identification No.  13-2592361

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

         (a)      [ ]
         (b)      [X]

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*

         OO, WC

5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(d) OR 2(e)

         [ ]

6.       CITIZENSHIP OR PLACE OF ORGANIZATION

         Organized under the laws of the State of Delaware


      NUMBER OF            7.       SOLE VOTING POWER
       SHARES                               8,265,626
    BENEFICIALLY           8.       SHARED VOTING POWER
      OWNED BY                              3,389,300
        EACH               9.       SOLE DISPOSITIVE POWER
      REPORTING                             8,265,626
       PERSON              10.      SHARED DISPOSITIVE POWER
        WITH                                3,389,300

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         11,654,926

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

         [ ]

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         28.1%

14.      TYPE OF REPORTING PERSON

         CO, HC


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ITEM 1.           SECURITY AND ISSUER

                  This Amendment No. 2 amends Items 4,6 and 7 of the Statement
on Schedule 13D  dated January 16, 1998, as amended by Amendment No. 1 thereto
dated January 28, 1998 ("Schedule 13D") previously filed by American
International Group, Inc. ("AIG") relating to the shares of Common Stock, par
value $1.00 per share (the "Shares"), of American Bankers Insurance Group, Inc.
(the "Issuer").
        


ITEM 4.           PURPOSE OF TRANSACTION


     On February 28, 1998, AIG, AIGF and the Issuer entered into an Amended and
Restated Agreement and Plan of Merger (the "Amended Merger Agreement") and an
amended and restated Stock Option Agreement (the "Amended Stock Option
Agreement"), copies of which are filed as Exhibit 4 and Exhibit 5 hereto,
respectively, and are incorporated by reference herein in their entirety. The
principal amendments to the Merger Agreement and Stock Option Agreement are as
follows:
 
- - The value of the per share consideration that each holder of a Share will be
  entitled to receive in the Merger has been raised from $47 to $58. The
  elections contemplated by the Merger Agreement with respect to cash and stock
  consideration have not been amended.
 
- - In lieu of proceeding to acquire the Issuer by the contemplated statutory
  merger, AIG, at its option, will be permitted to effect the acquisition of the
  Issuer through a tender offer for 100% (or such lesser percentage not less
  than 49.9% (excluding for all purposes in calculating such applicable
  percentage any Shares owned by AIG pursuant to the exercise of its option
  under the Stock Option Agreement) as AIG may determine) of the outstanding
  Shares for at least $58 in cash followed by a second step merger between the
  Issuer and AIGF in which the Issuer's shareholders would receive, at AIG's
  election, either cash or, if non-taxable, AIG Common Stock with a value equal
  to the amount paid for each Share in the tender offer. If AIG consummates such
  a tender offer, AIG will be entitled to designate two members of the Board of
  Directors of the Issuer, and the Issuer will increase the size of its Board of
  Directors to the extent permitted by its Articles and bylaws, and will
  thereafter cause AIG's designees promptly to be elected to its Board of
  Directors. AIG and the Issuer also have agreed to waive certain of the
  conditions to their respective obligations to consummate the Merger in the
  event that AIG commences and consummates a tender offer. AIG has not at this
  time made any decision to commence a tender offer.


- - The provision contained in the Merger Agreement which prohibited the Issuer
  from providing information to third parties, engaging in negotiations or
  discussions with third parties or recommending an Acquisition Proposal (as
  defined in the Amended Merger Agreement) to the shareholders of the Issuer for
  a period of 120 days following the execution of the Merger Agreement has been
  eliminated. Consequently, the Issuer is now permitted to provide information
  to any party who has made an unsolicited bona fide Acquisition Proposal for
  the Issuer if such party enters into an appropriate confidentiality agreement.
 
- - The provision contained in the Merger Agreement which prohibited the Board of
  Directors of the Issuer from terminating the Merger Agreement in certain
  circumstances for a period of 180 days following the execution of the Merger
  Agreement has been amended to reduce such period of time to 150 days.
 
- - The $66 million termination fee has been increased to $81.5 million (which
  still represents approximately 3% of the aggregate consideration to be paid in
  the Merger) plus an amount equal to AIG's expenses incurred in connection with
  the Merger since January 27, 1998 up to a maximum of $5 million. The
  circumstances in which the Amended Merger Agreement may be terminated and in
  which such termination fee is payable by the Issuer have been amended. Such
  circumstances shall include AIG having commenced a tender offer and such
  tender offer not having been consummated by the 60th day from the date of
  commencement thereof.

- - The maximum profit that AIG can obtain on its option to purchase 8,265,626
  Shares pursuant to the Amended Stock Option Agreement has been
  amended to be $100 million. Such amount will still be reduced by the amount of
  any termination fee paid by the Issuer under the Amended Merger
  Agreement. The option has also been modified pursuant to the Amended Stock
  Option Agreement so that, at AIG's option, if the Amended Merger Agreement
  is terminated at a time when regulatory approval for AIG to consummate the
  purchase of the Shares subject to the option has not yet been obtained,
  AIG's prior exercise of such option may be settled in cash in an amount equal
  to the Spread (as defined in the Amended Stock Option Agreement) times the
  number of Shares subject to the exercise of such option less
  any termination fee paid pursuant to the Amended Merger Agreement.
 
- - In the event that AIG commences a tender offer (as described above) and
  another person has commenced or commences a tender offer to acquire at least
  49.9% of the outstanding Shares for not less than $58 in cash per share and
  such person has proposed to follow such tender offer with a second step merger
  in which the Issuer's shareholders would receive consideration with a value
  equal to not less than the value paid by such person pursuant to its tender
  offer, then the Issuer will be entitled to amend or modify its existing rights
  agreement and its new rights agreement, dated as of February 19, 1998, between
  the Issuer and ChaseMellon Shareholder Services, L.L.C., adopted by the Board
  of Directors of the Issuer on February 19, 1998, in a manner consistent with
  the amendments made by the Issuer to such agreements with respect to the
  Merger or the optional tender offer by AIG (as described above) to exempt any
  such other person from being deemed to be an Acquiring Person (as defined in
  such agreements) and such other tender offer from triggering a Distribution
  Date (as defined in such agreements) or causing the rights or new rights to
  separate from the Shares. In addition, in such event the Issuer will also be
  entitled to grant such approvals and take such action to eliminate or minimize
  the effect of any state antitakeover statutes on such other tender offer.
 
- - AIG has agreed to maintain the corporate headquarters of the Issuer in
  Miami at the Issuer's current location for the foreseeable future and, in
  any event, for not less than 5 years following consummation of the 
  Merger. In addition, AIG has agreed to ensure, to the extent within its
  reasonable control, that the public school and day care facility next to
  the Issuer's headquarters in Miami will remain in operation at their
  current location for as long as the corporate headquarters of the Issuer
  shall be maintained at its current location.
 
- - The special meetings of the Issuer's preferred and common shareholders
  previously scheduled for March 4, 1998 and March 6, 1998, respectively, will
  be postponed until March 25, 1998 and March 27, 1998, respectively.


Except as contemplated by the Amended Merger Agreement, the Amended Stock Option
Agreement and the Voting Agreement or as otherwise set forth in this Item 4, AIG
has no present plans or proposals which relate to or would result in (i) the
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (iv) any change in the
present Board of Directors or management of the Issuer; (v) any material change
in the present capitalization or dividend policy of the Issuer; (vi) any other
material change in the Issuer's business or corporate structure; (vii) any
change in the Issuer's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (viii) causing the Shares or Preferred Shares to be listed on the New
York Stock Exchange; (ix) the Shares or Preferred Shares becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the

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Exchange Act; or (x) any action similar to any of those actions set forth in
this Paragraph involving the Shares or Preferred Shares.


ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
         RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
         ISSUER

         Other than the Amended Merger Agreement, Amended Stock Option Agreement
and Voting Agreement described in the response to Item 4 (which response is
incorporated herein by reference) and the transactions contemplated thereby,
there are no contracts, arrangements, understandings or relationships between
AIG and any other person, or, to the best knowledge of AIG, among any of SICO,
The Starr Foundation, Starr or any of the Covered Persons and any other person,
with respect to the Shares.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

         Exhibit 4         Amended and Restated Agreement and Plan of Merger,
                           dated as of December 21, 1997, as amended and
                           restated as of January 7, 1998, as amended by
                           Amendment No. 1 thereto dated as of January 28, 1998,
                           and as amended and restated as of February 28, 1998,
                           among the Issuer, AIG and AIGF (incorporated by
                           reference to Exhibit 31 to the Issuer's Solicitation/
                           Recommendation Statement on Schedule 14D-9 filed on
                           March 2, 1998).

         Exhibit 5         Stock Option Agreement, dated as of December 21,
                           1997, as amended and restated as of February 28,
                           1998, between the Issuer and AIG (incorporated by
                           reference to Exhibit 32 to the Issuer's Solicitation/
                           Recommendation Statement on Schedule 14D-9 filed on
                           March 2, 1998).

         Exhibit 6         Press Release, dated March 2, 1998, of the Issuer and
                           AIG (incorporated by reference to Exhibit 33 to the
                           Issuer's Solicitation/Recommendation Statement on
                           Schedule 14D-9 filed on March 2, 1998).



                                    SIGNATURE


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         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated:   March 2, 1998



                             American International Group, Inc.


                             By: /s/ Kathleen E. Shannon
                                 --------------------------------------------
                                    Name: Kathleen E. Shannon
                                    Title: Vice President and Secretary




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