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* Machon Monika M (Last) (First) (Middle) AMERICAN INTERNATIONAL GROUP, INC., 70 PINE ST. (Street) NEW YORK NY 10270 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/14/2009	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 X Officer (give title below) Other (specify below) Senior Vice President	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	2,970	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
Restricted Stock Unit	09/01/2009(1)	(1)	Common Stock	500	(1)	D
Restricted Stock Unit	12/11/2009(2)	(2)	Common Stock	2,910	(2)	D
Restricted Stock Unit	12/13/2010(3)	(3)	Common Stock	4,207	(3)	D
Restricted Stock Unit	01/01/2011(4)	(4)	Common Stock	1,500	(4)	D
Restricted Stock Unit	01/02/2011(5)	(5)	Common Stock	1,200	(5)	D
Stock Option (Right to Buy)	12/10/2004(6)	12/10/2013	Common Stock	1,000	47	D
Stock Option (Right to Buy)	09/01/2006(6)	09/01/2015	Common Stock	1,750	59.35	D
Stock Option (Right to Buy)	09/15/2000(7)	09/15/2009	Common Stock	300	60.125	D
Stock Option (Right to Buy)	12/16/2003(6)	12/16/2012	Common Stock	1,000	61.3	D
Stock Option (Right to Buy)	12/17/2004(6)	12/17/2013	Common Stock	1,250	63.95	D
Stock Option (Right to Buy)	12/16/2005(6)	12/16/2014	Common Stock	1,750	64.47	D
Stock Option (Right to Buy)	12/13/2002(6)	12/13/2011	Common Stock	500	79.61	D
Stock Option (Right to Buy)	12/14/2001(6)	12/14/2010	Common Stock	400	96.5625	D

Explanation of Responses:

1. These restricted stock units (RSUs) were granted under the American International Group, Inc. Amended and Restated 2002 Stock Incentive Plan. Pursuant to the terms of the plan, 100% of the RSUs will vest on September 1, 2009.

2. These restricted stock units (RSUs) were granted under the American International Group, Inc. Amended and Restated 2002 Stock Incentive Plan. Pursuant to the terms of the plan, 100% of the RSUs will vest on December 11, 2009.

3. These restricted stock units (RSUs) were granted under the American International Group, Inc. Amended and Restated 2007 Stock Incentive Plan. Pursuant to the terms of the plan, 100% of the RSUs becomes vested on the anniversary date of the grant in three years following the grant.

4. Represents performance restricted stock units earned with respect to awards made under the American International Group, Inc. Amended and Restated 2002 Stock Incentive Plan with respect to the 2008-2009 performance period of the American International Group, Inc. Partners Plan. Pursuant to the Partners Plan, 50 percent of these RSUs will vest on January 1, 2011 and 50 percent will vest on January 1, 2012.

5. Represents performance restricted stock units earned with respect to awards made under the American International Group, Inc. Amended and Restated 2002 Stock Incentive Plan with respect to the 2007-2008 performance period of the American International Group, Inc. Partners Plan. Pursuant to the Partners Plan, 50 percent of these RSUs will vest on January 2, 2011 and 50 percent will vest on January 1, 2013.

6. These options were granted under the American International Group, Inc. Amended and Restated 1999 Stock Option Plan. Pursuant to the terms of the plan, 25% of the option becomes exercisable on the anniversary date of the grant in each of the four years following the grant.

7. These options were granted under the American International Group, Inc. 1996B United Kingdom Employee Stock Option Plan. Pursuant to the terms of the plan, 25% of the option becomes exercisable on the anniversary date of the grant in each of the four years following the grant.

Remarks:

	Monika M Machon	01/23/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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