Edgar Filing: GREENBERG MAURICE R

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â GREENBERG MAURICE R

2. Date of Event Requiring Statement (Month/Day/Year)
06/05/2009

3. Issuer Name and Ticker or Trading Symbol
AMERICAN INTERNATIONAL GROUP INC [AIG]

(Last)

(First)

(Middle)

399 PARK AVENUE, 17TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10022

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	27,217	I	See Footnote ⁽¹⁾
Common Stock	16,019	I	See Footnote ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option to Buy	09/15/1999	09/15/2009	Common Stock	225,000	$ 60.125	D	Â
Option to Buy	12/14/2000	12/14/2010	Common Stock	200,000	$ 96.5625	D	Â
Option to Buy	12/13/2001	12/13/2011	Common Stock	375,000	$ 79.61	D	Â
Option to Buy	12/16/2002	12/16/2012	Common Stock	375,000	$ 61.3	D	Â
Option to Buy	02/10/2003	02/10/2013	Common Stick	375,000	$ 47	D	Â
Option to Buy	12/17/2003	12/17/2013	Common Stock	375,000	$ 63.95	D	Â
Option to Buy	12/16/2004	12/16/2014	Common Stock	375,000	$ 64.47	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GREENBERG MAURICE R 399 PARK AVENUE, 17TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â

Signatures

/s/Mike F. Huang, Attorney-In-Fact		06/10/2009
^**Signature of Reporting Person		Date
/s/Bertil P-H Lundqvist, Attorney-In-Fact		06/10/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares of AIG common stock are owned by family trusts for which Mr. Greenberg is the trustee. Mr. Greenberg may be deemed to be the beneficial owner of, and to have a pecuniary interest in, the shares of AIG common stock owned by the family trusts. Mr. Greenberg disclaims the beneficial ownership of, and any pecuniary interest in, the shares of AIG common stock owned by the family trusts.
(2)	Mr. Greenberg owns 27.27% of the total outstanding shares of common stock of C. V. Starr & Co., Inc. ("CV Starr"). As of the close of business on June 5, 2009, CV Starr beneficially owned 58,744 shares of AIG common stock.
(3)	As a result of the factors discussed in footnote 2 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 that he may be deemed to have in shares of AIG common stock beneficially owned by CV Starr would not exceed the percentage of his common stock ownership of CV Starr. Mr. Greenberg disclaims the beneficial ownership of, and any pecuniary interest in, the shares of AIG common stock owned by CV Starr.
Â Remarks: Mr.Â GreenbergÂ mayÂ beÂ deemedÂ toÂ beneficiallyÂ ownÂ moreÂ thanÂ 10%Â ofÂ theÂ commonÂ stockÂ ofÂ AmericanÂ InternationalÂ Group,Â Inc.Â underÂ RuleÂ 16a-1(a)(1)Â underÂ theÂ SecuritiesÂ ExchangeÂ ActÂ ofÂ 1934,Â asÂ amendedÂ (theÂ "ExchangeÂ Act"),Â asÂ aÂ resultÂ ofÂ hisÂ beingÂ deemedÂ aÂ memberÂ ofÂ aÂ groupÂ underÂ SectionÂ 13(d)(3)Â ofÂ theÂ ExchangeÂ Act.

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