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 *   Herzog David L 2. Date of Event Requiring Statement (Month/Day/Year) 06/20/2005 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) Senior VP & Comptroller 5. If Amendment, Date Original Filed(Month/Day/Year) 06/29/2005 (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 6,787 D Â

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)	08/29/2001(1)	03/02/2010	Common Stock	23,159	$ 44.5	D	Â
Employee Stock Option (Right to Buy)	08/29/2001(1)	01/17/2011	Common Stock	28,949	$ 65.77	D	Â
Employee Stock Option (Right to Buy)	01/17/2006(2)	01/17/2012	Common Stock	28,946	$ 79.61	D	Â
Employee Stock Option (Right to Buy)	12/16/2006(2)	12/16/2012	Common Stock	8,000	$ 61.3	D	Â
Employee Stock Option (Right to Buy)	02/10/2007(2)	02/10/2013	Common Stock	8,000	$ 47	D	Â
Employee Stock Option (Right to Buy)	12/17/2007(2)	12/17/2013	Common Stock	8,000	$ 63.95	D	Â
Employee Stock Option (Right to Buy)	12/16/2008(2)	12/16/2014	Common Stock	15,000	$ 64.47	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Herzog David L AMERICAN INTERNATIONAL GROUP, INC. 70 PINE STREET NEW YORK, NY 10270	Â	Â	  Senior VP & Comptroller	Â

Signatures

/s/ Herzog, David L.		02/13/2006
**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)	These options were granted under American General Corporation's employee stock option plans. Upon the acquisition of American General Corporation by American International Group, Inc. on August 29, 2001, all options granted under American General Corporation's employee stock option plans became vested and exercisable.
(2)	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.

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