SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
GREENBERG MAURICE R
(Last) (First) (Middle)
399 PARK AVENUE
17TH FLOOR
(Street)
NEW YORK X1 10022
(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 01/03/2007 G 167 D $0 12,985,977 D
Common Stock 01/03/2007 G 167 D $0 12,985,977 D
Common Stock 02/26/2007 G(1) 174 D $0 12,985,977 D
Common Stock 04/16/2007 G(1) 178 D $0 12,985,977 D
Common Stock 05/07/2007 G(1) 167 D $0 12,985,977 D
Common Stock 05/14/2007 G 100 D $0 12,985,977 D
Common Stock 06/11/2007 G(1) 167 D $0 12,985,977 D
Common Stock 06/25/2007 G(1) 168 D $0 12,985,977 D
Common Stock 07/11/2007 G(1) 175 D $0 12,985,977 D
Common Stock 08/14/2007 G 187 D $0 12,985,977 D
Common Stock 09/11/2007 G 185 D $0 12,985,977 D
Common Stock 10/12/2007 G(1) 176 D $0 12,985,977 D
Common Stock 11/12/2007 G 209 D $0 12,985,977 D
Common Stock 11/12/2007 G 209 D $0 12,985,977 D
Common Stock 12/05/2007 G 206 D $0 12,985,977 D
Common Stock 12/05/2007 G 206 D $0 12,985,977 D
Common Stock 12/05/2007 G(1) 206 D $0 12,985,977 D
Common Stock 12/05/2007 G(1) 206 D $0 12,985,977 D
Common Stock 12/05/2007 G 205 D $0 12,985,977 D
Common Stock 12/05/2007 G(1) 205 D $0 12,985,977 D
Common Stock 12/05/2007 G(1) 206 D $0 12,985,977 D
Common Stock 12/05/2007 G(1) 205 D $0 12,985,977 D
Common Stock 12/05/2007 G(1) 206 D $0 12,985,977 D
Common Stock 12/05/2007 G(1) 206 D $0 12,985,977 D
Common Stock 12/05/2007 G(1) 203 D $0 12,985,977 D
Common Stock 12/05/2007 G 206 D $0 12,985,977 D
Common Stock 12/18/2007 G(1) 215 D $0 12,985,977 D
Common Stock 12/26/2007 G 109,852 D $0 25,269,689 I See Footnote(2)
Common Stock 12/26/2007 G 312,658 D $0 25,269,689 I See Footnote(2)
Common Stock 12/26/2007 G(3) 632,801 D $0 25,269,689 I See Footnote(2)
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. This transaction represents a gift of common stock of American International Group, Inc. ("AIG") previously owned by Mr. and Mrs. Greenberg as tenants in common to a family trust for which Mr. Greenberg is the trustee.
2. Shares of common stock of AIG are owned by the Maurice R. and Corinne P. Greenberg Joint Tenancy Company, LLC (the "Greenberg Joint Tenancy Company"), a Florida limited liability company, whose sole member is the Maurice R. and Corinne P. Greenberg Joint Tenancy Corporation, Inc., a Florida corporation, whose common stock is held by Mr. and Mrs. Greenberg as tenants by the entities.
3. This transaction represents a gift of common stock of AIG previously owned by the Greenberg Joint Tenancy Company to The Maurice R. and Corinne P. Greenberg Family Foundation, Inc. (the "Greenberg Foundation"), of which Mr. Greenberg is chairman of the board of directors.
Remarks:
Mr. Greenberg may be deemed to beneficially own more than 10% of the common stock of AIG under Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as a result of him being deemed a member of a group under Section 13(d)(3) of the Exchange Act.
By: /s/ Bertil P-H Lundqvist, Attorney-in-Fact 02/13/2008
By: /s/ George Y. Liu, Attorny-in-Fact 02/13/2008
** 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).
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