SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Universal Foundation Inc (Last) (First) (Middle) MERCURY HOUSE, 101 FRONT STREET (Street) HAMILTON D0 HM12 (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 10% Owner Officer (give title below) X Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 12/11/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year) 12/20/2006	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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/11/2006		X		2,107	D	$25.98	2,200,496	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Call Option (obligation to sell)	$25.98	12/11/2006		X			1	01/05/2001	01/04/2007	Common Stock	2,107	$0.00	0	D

Explanation of Responses:

Remarks:

	/s/ Bertil P-H Lundqvist, Attorney-in-Fact; /s/ Leif B. King, Attorney-in-Fact for Universal Foundation, Inc.	12/26/2006
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                              POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes,
designates and appoints any one individual from Group A (as defined below) and
any one individual from Group B (as defined below), taken together, jointly, as
such person's true and lawful attorneys-in-fact and agents for the undersigned
and in the undersigned's name, place and stead, in any and all capacities, to
execute, acknowledge, deliver and file any and all filings required by the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
Sections 13 and 16 of such act, and the rules and regulations thereunder, and
the Securities Act of 1933, as amended (the "Securities Act"), including Rule
144 and the other rules and regulations thereunder, and all documents in
connection with such filings, respecting securities of American International
Group, Inc., a Delaware corporation, including but not limited to Forms 3, 4 and
5 and Schedules 13D and 13G under the Exchange Act and Form 144 under the
Securities Act and any amendments thereto and successor forms and schedules
thereto.

     Group A shall consist of the following individuals: Edward E. Matthews,
Howard I. Smith and Bertil P-H Lundqvist. Group B shall consist of the following
individuals: Jeffrey W. Tindell, Michael P. Rogan, Stephen W. Hamilton, Todd E.
Freed and Leif B. King.

     This power of attorney shall be valid from the date hereof until revoked by
the undersigned.

     IN WITNESS WHEREOF, the undersigned has executed this instrument as of the
21st day of February, 2006.

UNIVERSAL FOUNDATION INC.

By:  /s/ Stuart Osborne
Name:  Stuart Osborne
Title: President