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): February 1, 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 7 - Regulation FD

Item 7.01. Regulation FD Disclosure.

      On February 1, 2005, American International Group, Inc. issued a press
release reporting certain items to be included in fourth quarter and full year
2004 earnings. A copy of the press release is attached as Exhibit 99.1 to this
Form 8-K.


     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: February 1, 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 February 1, 2005.

                                                                    EXHIBIT 99.1

NEWS                                                                  [AIG LOGO]

Contact: Charlene Hamrah (Investment Community)

         Joe Norton (News Media)


NEW YORK, February 1, 2005 - American International Group, Inc. (AIG) reported
today that its fourth quarter and full year 2004 earnings will include the
following items:

     - AIG will record a net after-tax charge of $126.9 million, or $0.05 per
       share, in connection with late reported losses from the third quarter
       hurricanes and typhoons. The charge is a result of the magnitude of
       damage from a rapid succession of storms and the shortages in labor and
       materials required for an efficient and timely rebuilding effort in
       Florida and other areas impacted by the storms. In the third quarter of
       2004, AIG reported $512.2 million in net after-tax catastrophe losses
       from hurricanes and typhoons.

     - AIG will also record a net after-tax charge of $43.6 million, or $0.02
       per share, from the South Asian earthquake and tsunamis.

     - As previously reported on November 30, 2004, AIG reached a final
       settlement with the Securities and Exchange Commission, 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. and related matters. In connection with this settlement, AIG will
       record an after-tax charge of $53.0 million, or $0.02 per share.

     AIG will release its fourth quarter and 2004 earnings on Wednesday,
February 9, 2005. On that date, AIG Chairman M.R. Greenberg will host a
conference call for investors at 9:00 AM EST that also will be broadcast live
over the Internet. The audio webcast of the conference call can be accessed at:


         The call will be archived at the same URL through Wednesday, February
23, 2005.

         This press release contains forward-looking statements. Please refer to
the AIG Quarterly Report on Form 10-Q for the quarter ended September 30, 2004
and AIG's past and future filings and reports filed with the Securities and
Exchange Commission for a description of the business environment in which AIG
operates and the important factors that may affect its business. AIG is not
under any obligation to (and expressly disclaims any such obligation to) update
or alter its forward-looking statements whether as a result of new information,
future events or otherwise.

                                      # # #

         American International Group, Inc. (AIG) is the world's leading
international insurance and financial services organization, with operations in
more than 130 countries and jurisdictions. AIG member companies serve
commercial, institutional and individual customers through the most extensive
worldwide property-casualty and life insurance networks of any insurer. In the
United States, AIG companies are the largest underwriters of commercial and
industrial insurance and AIG American General is a top-ranked life insurer.
AIG's global businesses also include retirement services, financial services and
asset management. AIG's financial services businesses include aircraft leasing,
financial products, trading and market making. AIG's growing global consumer
finance business is led in the United States by American General Finance. AIG
also has one of the largest U.S. retirement services businesses through AIG
SunAmerica and AIG VALIC, and is a leader in asset management for the individual
and institutional markets, with specialized investment management capabilities
in equities, fixed income, alternative investments and real estate. 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