FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DUPERREAULT BRIAN 		2. Issuer Name and Ticker or Trading Symbol

AMERICAN INTERNATIONAL GROUP INC [ AIG ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

AMERICAN INTERNATIONAL GROUP, INC., 175 WATER STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/14/2017
(Street)

NEW YORK, NY 10038
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
2017 Restricted Stock Units     (1) 5/14/2017     A      55519.0000   (2)        (2)   (2) Common Stock   55519.0000   $0.0000   55519.0000   D    
Stock Option A (Right to Buy)   $61.8200   5/15/2017     A      500000.0000   (3)        (3) 5/15/2024   Common Stock   500000.0000   $0.0000   500000.0000   D    
Stock Option B (Right to Buy)   $61.8200   5/15/2017     A      400000.0000   (4)        (4) 5/15/2024   Common Stock   400000.0000   $0.0000   400000.0000   D    
Stock Option C (Right to Buy)   $61.8200   5/15/2017     A      300000.0000   (5)        (5) 5/15/2024   Common Stock   300000.0000   $0.0000   300000.0000   D    
Stock Option D (Right to Buy)   $61.8200   5/15/2017     A      200000.0000   (6)        (6) 5/15/2024   Common Stock   200000.0000   $0.0000   200000.0000   D    
Stock Option E (Right to Buy)   $61.8200   5/15/2017     A      100000.0000   (7)        (7) 5/15/2024   Common Stock   100000.0000   $0.0000   100000.0000   D    

Explanation of Responses:
(1)  These securities convert to AIG Common Stock on a 1 to 1 basis.
(2)  Represents the grant of 2017 Restricted Stock Units. The 2017 Restricted Stock Units vest in January 2020, subject to the reporting person's continued employment through the vesting date, and are settled in shares of AIG Common Stock. The award includes dividend equivalent rights payable in the form of additional Restricted Stock Units.
(3)  The options were granted under and are subject to the terms of the AIG 2013 Omnibus Incentive Plan (the "Plan") and vest in equal installments on each of May 15, 2018, May 15, 2019 and May 15, 2020.
(4)  The options were granted as "employment inducement grants" under New York Stock Exchange rules, are subject to the terms of the Plan, and vest based upon AIG attaining a closing AIG Common Stock price, for at least 20 consecutive trading days, of at least $30.00 over $60.99, the closing AIG Common Stock price on May 12, 2017 (the "Reference Price").
(5)  The options were granted under and are subject to the terms of the Plan and vest based upon AIG attaining a closing AIG Common Stock price, for at least 20 consecutive trading days, of at least $10.00 over the Reference Price, but will not vest faster than in three equal annual installments beginning on May 15, 2018.
(6)  The options were granted under and are subject to the terms of the Plan and vest based upon AIG attaining a closing AIG Common Stock price, for at least 20 consecutive trading days, of at least $20.00 over the Reference Price.
(7)  The options were granted as "employment inducement grants" under New York Stock Exchange rules, are subject to the terms of the Plan, and vest based upon AIG attaining a closing AIG Common Stock price, for at least 20 consecutive trading days, of at least $20.00 over the Reference Price.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DUPERREAULT BRIAN
AMERICAN INTERNATIONAL GROUP, INC.
175 WATER STREET
NEW YORK, NY 10038 		X
President & CEO

Signatures
/s/ James J. Killerlane III, by POA for Brian Duperreault 5/16/2017
** 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 control number.
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