WASHINGTON, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES AND EXCHANGE ACT OF 1934

     Date of report (Date of earliest event reported): September 20, 2006

               (Exact Name of Registrant as Specified in Charter)

       Delaware                      1-8787                   13-2592361
   (State or Other           (Commission File Number)       (IRS Employer
   Jurisdiction of                                          Identification No.)

                                 70 Pine Street
                            New York, New York 10270
                    (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (212) 770-7000

         (Former name or Former Address, if Changed Since Last Report)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      [ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

      [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

      [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

      [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

Section 5-Corporate Governance and Management

Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

(d)   On September 20, 2006, American International Group, Inc. (AIG) announced
that the Board of Directors of AIG elected Virginia M. Rometty a Director.
Committee assignments for Ms. Rometty will be determined at a later date.

Section 8-Other Information

Item 8.01. Other Events.

On September 20, 2006, AIG announced that the Board of Directors of AIG has
elected Robert B. Willumstad as Chairman of the Board of Directors of AIG,
effective November 1, 2006, to succeed Frank G. Zarb, who has served as Interim
Chairman since April 2005.


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       AMERICAN INTERNATIONAL GROUP, INC.

Date: September 20, 2006               By /s/ KATHLEEN E. SHANNON
                                       Name:  Kathleen E. Shannon
                                       Title: Senior Vice President
                                              and Secretary