SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MATTHEWS EDWARDS E (Last) (First) (Middle) 399 PARK AVENUE 17TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AMERICAN INTERNATIONAL GROUP INC [ AIG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/07/2006
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/07/2006		J		1,237,315(1)	D	$0.00	328,820	D
Common Stock								22,900	I	See Footnote(2)
Common Stock								18,644,278	I	See Footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On March 7, 2006, Mr. Matthews entered into an agreement to transfer 1,237,315 shares of American International Group, Inc. ("AIG") common stock to the 2006 EEM Volaris Trust. Pursuant to Rule 16a-8 of the Securities and Exchange Act, Mr. Matthews does not have a pecuniary interest in the shares of AIG common stock transferred to the 2006 EEM Volaris Trust.

2. Mr. Matthews' wife holds 22,900 shares of AIG common stock. Mr. Matthews may be deemed to be the beneficial owner of, and to have a pecuniary interest in the shares of AIG common stock held by his wife. Mr. Matthews disclaims beneficial ownership of, and any pecuniary interest in, the shares of AIG common stock held by his wife.

3. Mr. Matthews may be deemed to be the beneficial owner of, and to have a pecuniary interest in, the shares of AIG common stock held by the C. V. Starr & Co., Inc. Trust (the "CV Starr Trust"). Mr. Matthews disclaims beneficial ownership of, and any pecuniary interest in, the shares of AIG common stock held by the CV Starr Trust.

Remarks:

	/s/ Bertil P-H Lundqvist, Attorney-in-Fact; /s/ Leif B. King, Attorney-in-Fact for Edward E. Matthews	03/09/2006
	** 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 4 (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: 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 21st day of
February,
2006.


Signed:  /s/ Edward E. Matthews
Name:   Edward E.

Matthews