UNITED STATES

                              WASHINGTON, DC 20549


                                    FORM 8-K

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

       Date of report (Date of earliest event reported): August 20, 1998

               (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)


           On August 20, 1998, American International Group, Inc. ("AIG") and
   SunAmerica Inc. ("SunAmerica") announced that they have entered into a
   definitive agreement whereby AIG will acquire 100 percent of the outstanding
   common stock of SunAmerica. 


     (c) Exhibits.

           99.1     Joint Press Release of American International Group, Inc.
                    and SunAmerica Inc., dated August 20, 1998.

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

                                   AMERICAN INTERNATIONAL GROUP, INC.

Date: August 20, 1998            By /s/ KATHLEEN E. SHANNON
                                      Name:  Kathleen E. Shannon
                                      Title: Vice President & Secretary
                                 EXHIBIT INDEX

Exhibit No. Description - ----------- ----------- 99.1 Joint Press Release of American International Group, Inc. and SunAmerica Inc. dated August 20, 1998.
                                                                    EXHIBIT 99.1

[AIG LOGO] American International Group, Inc.       [SUNAMERICA LOGO] SunAmerica

Contact:  for AIG:
          Joe Norton (News Media)

          Charlene Hamrah (Investment Community)

          for SunAmerica Inc.:
          Don Spetner (News Media)

          Karel Carnohan (Investment Community)

                      VALUED AT APPROXIMATELY $18 BILLION

NEW YORK and LOS ANGELES, August 20, 1998--American International Group, Inc.
(NYSE: AIG) and SunAmerica Inc. (NYSE/PSE: SAI) today announced that they have
entered into a definitive agreement whereby AIG will acquire 100 percent of the
outstanding common stock of SunAmerica. Under the agreement, SunAmerica
shareholders will receive 0.855 shares of AIG common stock for each share of
SunAmerica common stock, with a total value of approximately $18 billion.

     The proposed transaction will be treated as a pooling of interests for
accounting purposes, and will be a tax-free reorganization. SunAmerica will
continue to operate as a separate company with its existing management,
corporate name and Los Angeles headquarters within the overall AIG family.

     The merger transaction has been approved by the Boards of Directors of
both companies, and is subject to various regulatory approvals and other
customary conditions, as well as the approval of AIG and SunAmerica
shareholders. The parties expect the transaction will be able to close in late
1998 or early 1999. Eli Broad, Chairman of the Board and Chief Executive
Officer of SunAmerica, has agreed to vote his shares in favor of the merger. It
is expected that Broad and Jay S. Wintrob, Vice Chairman of SunAmerica, will be
elected to the AIG Board of Directors.

     Commenting on today's announcement, AIG Chairman M.R. Greenberg said, "AIG
is very excited about the agreement we have reached with SunAmerica, an
outstanding company and leading participant in asset accumulation products for
both the retirement and pre-retirement markets. This transaction positions AIG
in a major market where we have not been well represented, and will enable AIG,
through our unsurpassed global network, to introduce SunAmerica's retirement
products into world markets where the need for private retirement products is
growing rapidly. Globally, the retirement market is a burgeoning one, and in
countries where AIG has a major presence, we believe there are great synergies
available. There will be immediate financial benefits, but the real upside will
come from our position as the dominant player in the worldwide retirement
savings market in the years ahead. In addition, there is a real cultural fit
between our two companies, and we both have strong track records of consistent
earnings growth.


SunAmerica Inc. To Merge With AIG . . .
August 20, 1998
Page two

     "SunAmerica will continue to be based in its Los Angeles headquarters,"
Mr. Greenberg noted, "and AIG will benefit from an enhancement of our presence
in the important Los Angeles insurance and financial services market."

     Eli Broad, SunAmerica Chairman and Chief Executive Officer also commented,
"By joining our companies together, we will dominate the two fastest growing
segments of the financial services industry-retirement savings and
international markets. This marriage is a great cultural fit, with
complementary businesses and a distribution network that is second to none."

     In addition, AIG announced that its Board of Directors has revoked its
previously existing authorization to purchase AIG common stock in the open

                                    #   #   #

     AIG is the leading U.S.-based international insurance organization and
among the largest underwriters of commercial and industrial insurance in the
United States. Its member companies write property, casualty, marine, life and
financial services insurance in approximately 130 countries and jurisdictions,
and are engaged in a range of financial services businesses. American
International Group, Inc.'s common stock is listed on the New York Stock
Exchange, as well as the stock exchanges in London, Paris, Switzerland and

     SunAmerica is a financial services company specializing in retirement
savings and investment products and services. Together, the SunAmerica life
insurance companies rank among the largest U.S. issuers of tax-deferred fixed
and variable annuities and guaranteed investment contracts. Complementing these
operations are SunAmerica's asset management operations including four
broker-dealers, a trust company and a premium finance company. SunAmerica
common stock is listed on the New York Stock Exchange and Pacific Coast Stock

                                   #   #   #

     This news release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws
of any such state.

                                   #   #   #