SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Maurice R & Corinne P Greenberg Family Foundation Inc. (Last) (First) (Middle) 399 PARK AVENUE, 17TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/21/2006	3. Issuer Name and Ticker or Trading Symbol AMERICAN INTERNATIONAL GROUP INC [ AIG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	401,593	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

Maurice R. and Corinne P. Greenberg Family Foundation may be deemed to beneficially own more than 10% of the common stock of American International Group, Inc. under Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as a result of being deemed a member of a group under Section 13(d)(3) of the Exchange Act.

	/s/ Bertil P-H Lundqvist, Attorney-in-Fact; /s/ Leif B. King, Attorney-in-Fact	03/03/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that the

undersigned hereby constitutes, designates and appoints any one
individual
from Group A (as defined below) and any one individual from
Group B (as
defined below), taken together, jointly, as such person's
true and lawful
attorneys-in-fact and agents for the undersigned and in
the undersigned's
name, place and stead, in any and all capacities, to
execute, acknowledge,
deliver and file any and all filings required by
the Securities Exchange
Act of 1934, as amended (the "Exchange Act"),
including Sections 13 and 16
of such act, and the rules and regulations
thereunder, and the Securities
Act of 1933, as amended (the "Securities
Act"), including Rule 144 and the
other rules and regulations thereunder,
and all documents in connection
with such filings, respecting securities
of American International Group,
Inc., a Delaware corporation, including
but not limited to Forms 3, 4 and 5
and Schedules 13D and 13G under the
Exchange Act and Form 144 under the
Securities Act and any amendments
thereto and successor forms and schedules
thereto.

Group A shall
consist of the following individuals: Edward
E. Matthews, Howard I. Smith
and Bertil P-H Lundqvist.  Group B shall
consist of the following
individuals: Jeffrey W. Tindell, Michael P. Rogan,
Stephen W. Hamilton,
Todd E. Freed and Leif B. King.

This power of
attorney shall be
valid from the date hereof until revoked by the
undersigned.

IN
WITNESS WHEREOF, the undersigned has executed this
instrument as of the
22nd day of February, 2006.

MAURICE R. AND
CORINNE P. GREENBERG
FAMILY FOUNDATION, INC.
By: /s/ Maurice R.
Greenberg, Chairman and
Director