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): November 30, 2004

               (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 8 - Other Events

Item 8.01. Other Events.

     On November 30, 2004, American International Group, Inc. (AIG) announced
that AIG and its subsidiary AIG Financial Products Corp. (AIGFP) have reached a
final settlement with the Securities and Exchange Commission (SEC), the Fraud
Section of the United States Department of Justice, and the United States
Attorney for the Southern District of Indiana with respect to issues arising
from certain transactions with Brightpoint, Inc., The PNC Financial Services
Group, Inc. (PNC), and related matters.

     The agreement with the SEC, under which AIG does not admit or deny any
wrongdoing, will fully resolve all government claims against AIG and its
subsidiaries regarding the transactions and related public statements and press
releases. Pursuant to the agreement, AIG will pay into an SEC disgorgement fund
approximately $46 million in fees (and interest on the fees) on the PNC
transactions, which were structured by AIGFP. In addition, AIG is enjoined from
future violations of certain provisions of the federal securities laws. The
Brightpoint transaction, which was underwritten by the Loss Mitigation Unit of
the National Union Fire Insurance Company of Pittsburgh, Pa., was settled with
the SEC in 2003. The settlement includes the appointment of an independent
consultant who will review certain transactions entered into between 2000 and
2004 to determine whether the transactions were used by a counterparty to
violate GAAP or obtain a specified accounting or reporting result. The
settlement also requires AIG to establish a transaction review committee. The
independent consultant will review the policies and procedures of the
transaction review committee.

      AIGFP will pay a penalty of $80 million to the DOJ. The settlement with
the DOJ consists of an agreement with respect to AIG and AIGFP and a complaint
and deferred prosecution agreement with AIGFP PAGIC Equity Holding Corp.
(PAGIC) that will foreclose future prosecutions in connection with the PNC and
Brightpoint transactions, provided that the companies comply with the
agreements. AIGFP has also agreed to a statement of facts describing its


     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: November 30, 2004                 By /s/ ERNEST T. PATRIKIS
                                        Name:  Ernest T. Patrikis
                                        Title: Senior Vice President
                                               and General Counsel