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 *
  LITZKY ERIC N
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)]
(Last)
(First)
(Middle)
AMERICAN INTERNATIONAL GROUP, INC., 70 PINE STREET
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 Original Filed(Month/Day/Year)
12/16/2005
(Street)

NEW YORK, NY 10270
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 1,071
D
 
Common Stock 100
I
Held by wife (1)

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)
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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LITZKY ERIC N
AMERICAN INTERNATIONAL GROUP, INC.
70 PINE STREET
NEW YORK, NY 10270
      Vice President  

Signatures

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

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