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* FAIRHOLME CAPITAL MANAGEMENT LLC (Last) (First) (Middle) 4400 BISCAYNE BOULEVARD 9TH FLOOR (Street) MIAMI FL 33137 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/16/2010	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 X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	29,382,400(1)	D
Common Stock	29,382,400	I	See footnote(2)
Common Stock	3,527,100	I	See footnote(3)

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

1. Name and Address of Reporting Person* FAIRHOLME CAPITAL MANAGEMENT LLC (Last) (First) (Middle) 4400 BISCAYNE BOULEVARD 9TH FLOOR (Street) MIAMI FL 33137 (City) (State) (Zip)

1. Name and Address of Reporting Person* FAIRHOLME FUNDS INC (Last) (First) (Middle) C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C. 4400 BISCAYNE BOULEVARD, 9TH FLOOR (Street) MIAMI FL 33137 (City) (State) (Zip)

1. Name and Address of Reporting Person* BERKOWITZ BRUCE R (Last) (First) (Middle) C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C. 4400 BISCAYNE BOULEVARD, 9TH FLOOR (Street) MIAMI FL 33137 (City) (State) (Zip)

Explanation of Responses:

1. These securities are directly owned by Fairholme Funds, Inc., which is a Reporting Person.

2. The securities may be deemed to be beneficially owned by Fairholme Capital Management, L.L.C., ("Fairholme") as the investment manager of Fairholme Funds, Inc., and by Mr. Berkowitz as the managing member of Fairholme. The Reporting Persons disclaim beneficial ownership in the securities reported on this Form 3 except to the extent of his or its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. The securities may be deemed to be beneficially owned by Fairholme, as the investment manager of such managed accounts, and by Mr. Berkowitz as the managing member of Fairholme. The Reporting Persons disclaim beneficial ownership in the securities reported on this Form 3 except to the extent of his or its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	Fairholme Capital Management, L.L.C. /s/ Paul Thomson (Attorney-in-fact)	09/17/2010
	Fairholme Funds, Inc. By: Fairholme Capital Management, L.L.C., Investment Manager /s/ Paul Thomson (Attorney-in-fact)	09/17/2010
	Bruce R. Berkowitz /s/ Paul Thomson (Attorney-in-fact)	09/17/2010
	** 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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                           LIMITED POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Paul R Thomson, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his capacity as
Managing Member of Fairholme Capital Management, LLC, for the sole purpose of
signing on his behalf any and all Regulatory Filings under the Securities Act of
1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940
and any amendments and supplements thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to accomplish the above, as fully as to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, and may lawfully do or cause to be done by
virtue hereof. This Power of Attorney shall continue effective until revoked by
me at any time.

Dated this 29th day of April, 2010.


/s/ Bruce R. Berkowitz
Bruce R. Berkowitz
Fairholme Capital Management, LLC
Managing Member


















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