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* LITZKY ERIC N (Last) (First) (Middle) AMERICAN INTERNATIONAL GROUP, INC. 70 PINE STREET (Street) NEW YORK NY 10270 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/16/2005	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) Vice President	5. If Amendment, Date of Original Filed (Month/Day/Year) 12/16/2005
			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	1,071	D
Common Stock	100	I	Held by wife(1)

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
Employee Stock Option (Right to Buy)	01/18/2000(2)	01/18/2006	Common Stock	1,054	22.3704	D
Employee Stock Option (Right to Buy)	12/11/2000(2)	12/11/2006	Common Stock	843	25.9852	D
Employee Stock Option (Right to Buy)	12/08/2001(2)	12/08/2007	Common Stock	843	37.8667	D
Employee Stock Option (Right to Buy)	12/14/2002(2)	12/14/2008	Common Stock	750	46.5333	D
Employee Stock Option (Right to Buy)	09/15/2003(2)	09/15/2009	Common Stock	750	60.125	D
Employee Stock Option (Right to Buy)	12/14/2004(3)	12/14/2010	Common Stock	600	96.5625	D
Employee Stock Option (Right to Buy)	12/13/2005(3)	12/13/2011	Common Stock	750	79.61	D
Employee Stock Option (Right to Buy)	12/16/2006(3)	12/16/2012	Common Stock	900	61.3	D
Employee Stock Option (Right to Buy)	02/10/2007(3)	02/10/2013	Common Stock	900	47	D
Employee Stock Option (Right to Buy)	12/17/2007(3)	12/17/2013	Common Stock	1,000	63.95	D
Employee Stock Option (Right to Buy)	12/16/2008(3)	12/16/2014	Common Stock	2,000	64.47	D
Employee Stock Option (Right to Buy)	09/01/2009(3)	09/01/2015	Common Stock	1,000	59.35	D
Employee Stock Purchase Plan	01/02/2006	01/02/2006	Common Stock	179	55.82	D
Restricted Stock Unit	09/01/2009(4)	09/01/2009	Common Stock	340	(4)	D

Explanation of Responses:

1. Beneficial ownership is disclaimed.

2. These options were granted under the American International Group, Inc. 1991 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.

3. 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.

4. Granted under the American International Group, Inc. Amended and Restated 2002 Stock Incentive Plan. Subject to the terms of the plan, the shares of common stock underlying these Restricted Stock Units will be deliverable, without the payment of any cash consideration, as soon as administratively feasible after September 1, 2009. The delivery of such shares shall be in consideration of services performed for AIG and its subsidiaries by the grantee.

Remarks:

	/s/ Litzky, Eric N.	01/04/2006
	** 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).
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