SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* GREENBERG MAURICE R (Last) (First) (Middle) 399 PARK AVENUE 17TH FLOOR (Street) NEW YORK X1 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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2008
	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	01/04/2008		G(1)	214	D	$0	12,888,666	D
Common Stock	01/04/2008		G(1)	214	D	$0	12,888,666	D
Common Stock	02/25/2008		G(1)	243	D	$0	12,888,666	D
Common Stock	04/11/2008		G(1)	268	D	$0	12,888,666	D
Common Stock	05/06/2008		G(1)	252	D	$0	12,888,666	D
Common Stock	06/13/2008		G(1)	354	D	$0	12,888,666	D
Common Stock	06/13/2008		G(1)	354	D	$0	12,888,666	D
Common Stock	07/03/2008		G(1)	454	D	$0	12,888,666	D
Common Stock	08/27/2008		G(1)	603	D	$0	12,888,666	D
Common Stock	09/08/2008		G(1)	519	D	$0	12,888,666	D
Common Stock	01/04/2008		G	214	A	$0	71,417	I	See Footnote(1)
Common Stock	01/04/2008		G	214	A	$0	71,417	I	See Footnote(1)
Common Stock	02/25/2008		G	243	A	$0	71,417	I	See Footnote(1)
Common Stock	04/11/2008		G	268	A	$0	71,417	I	See Footnote(1)
Common Stock	05/06/2008		G	252	A	$0	71,417	I	See Footnote(1)
Common Stock	06/13/2008		G	354	A	$0	71,417	I	See Footnote(1)
Common Stock	06/13/2008		G	354	A	$0	71,417	I	See Footnote(1)
Common Stock	07/03/2008		G	454	A	$0	71,417	I	See Footnote(1)
Common Stock	08/27/2008		G	603	A	$0	71,417	I	See Footnote(1)
Common Stock	09/08/2008		G	519	A	$0	71,417	I	See Footnote(1)
Common Stock							25,269,689	I	See Footnote(2)
Common Stock							2,527,818	I	See Footnotes(3)(4)
Common Stock							8,580,850	I	See Footnotes(3)(5)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction represents a gift of common stock of American International Group, Inc. ("AIG") previously owned by Mr. and Mrs. Greenberg as tenants in common to a family trust for which Mr. Greenberg is the trustee.

2. Shares of AIG common stock are owned by the Maurice R. and Corinne P. Greenberg Joint Tenancy Company, LLC, a Florida limited liability company, whose sole member is the Maurice R. and Corinne P. Greenberg Joint Tenancy Corporation, Inc., a Florida corporation, whose common stock is held by Mr. and Mrs. Greenberg as tenants by the entireties.

3. As of December 31, 2008, Mr. Greenberg held 24.082% of the total outstanding shares of voting and nonvoting common stock of C. V. Starr & Co., Inc. (?CV Starr?). As of December 31, 2008, CV Starr beneficially owned 10,496,712 shares of AIG common stock, excluding 8,580,850 shares of AIG common stock that are held by the C. V. Starr & Co., Inc. Trust (the ?CV Starr Trust?), for which CV Starr is a beneficiary and Mr. Greenberg is a trustee.

4. As a result of the factors discussed in footnote 3 above, Mr. Greenberg may be deemed to have a pecuniary interest in the shares of AIG common stock beneficially owned by CV Starr. Mr. Greenberg believes that any pecuniary interest he may have in shares of AIG common stock beneficially owned by CV Starr does not exceed the percentage of his common stock ownership of CV Starr. Accordingly, Mr. Greenberg has only reported his proportionate interest of AIG common stock owned by CV Starr. Mr. Greenberg disclaims the beneficial ownership of, and any pecuniary interest in, the shares of AIG common stock owned by CV Starr.

5. Mr. Greenberg 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 CV Starr Trust. Mr. Greenberg disclaims the beneficial ownership of, and any pecuniary interest in, the shares of AIG common stock held by the CV Starr Trust.

Remarks:

Mr. Greenberg may be deemed to beneficially own more than 10% of the common stock of AIG under Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as a result of him being deemed a member of a group under Section 13(d)(3) of the Exchange Act.

	By: /s/ Bertil P-H Lundqvist, Attorney-in-Fact	02/12/2009
	By: /s/ George Y. Liu, Attorny-in-Fact	02/12/2009
	** 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).
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