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                                                                 Exhibit 3(i)(c)



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                       AMERICAN INTERNATIONAL GROUP, INC.

          ____________________________________________________________

            Adopted in accordance with the provisions of Section 242
            of the General Corporation Law of the State of Delaware

          ____________________________________________________________

          WE, HOWARD I. SMITH, Executive Vice President and Chief Financial
Officer, and KATHLEEN E. SHANNON, Vice President and Secretary of AMERICAN
INTERNATIONAL GROUP, INC., a corporation existing under the Laws of the State
of Delaware, DO HEREBY CERTIFY under the seal of said corporation as follows:


          FIRST: The Restated Certificate of Incorporation of said corporation,
       as amended, has been amended so that the first paragraph of ARTICLE FOUR
       thereof shall read in its entirety as follows:

                "The total number of shares of all classes of stock
            which the Company shall have authority to issue is 5,006,000,000,
            of which 6,000,000 shares are to be Serial Preferred Stock, par
            value $5.00 per share (hereinafter called the "Serial Preferred
            Stock"), and 5,000,000,000 shares are to be Common Stock, par
            value $2.50 per share (hereinafter called the "Common Stock")."


          SECOND: That such amendment has been duly adopted in accordance with
       the provisions of Section 242 of the General Corporation Law of the State
       of Delaware by the Board of Directors of said corporation and by the
       affirmative vote of a majority of the shares of Common Stock present and
       entitled to vote at the May 17, 2000 Annual Meeting of Shareholders duly
       called and held upon notice in accordance with Section 222 of the General
       Corporation Law of the State of Delaware.
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     THIRD: That the capital of the corporation will not be reduced under or by
reason of said amendment.

     IN WITNESS WHEREOF, we have both signed this certificate and caused the
corporate seal of the corporation to be hereunder affixed this 5th day of June,
2000.


                                                /s/ Howard I. Smith
[SEAL]                                          -----------------------------
                                                HOWARD I. SMITH
                                                Executive Vice President and
                                                Chief Financial Officer

ATTEST:

/s/ Kathleen E. Shannon
-----------------------------
KATHLEEN E. SHANNON
Vice President and Secretary
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STATE OF NEW YORK
                    ss:
COUNTY OF NEW YORK

     BE IT REMEMBERED that on this 5th day of June, 2000, personally came before
me, Sandra A. LeMonds, a Notary Public in and for the County and State
aforesaid, HOWARD I. SMITH and KATHLEEN E. SHANNON, Executive Vice President and
Chief Financial Officer and Vice President and Secretary, respectively, of
AMERICAN INTERNATIONAL GROUP, INC., the corporation mentioned in the foregoing
Certificate, to me known and known by me to be the persons whose signatures
appear on the foregoing Certificate, and they being by me duly sworn did depose
and say that they signed and acknowledged the said Certificate to be their act
and deed and the act and deed of the said corporation, and that the seal thereto
affixed is the seal of the said corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year hereinabove written.


                                             /s/ Sandra A. LeMonde
                                             ----------------------------------
                                                     Notary Public


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                                                                          Page 1



                               State of Delaware

                       Office of the Secretary of State

                      ___________________________________

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "AMERICAN INTERNATIONAL GROUP, INC.", FILED IN THIS OFFICE ON THE FIFTH DAY
OF JUNE, A.D. 2000, AT 9 O'CLOCK A.M.


     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.










                                        /s/ Edward J. Freel
                                        ___________________________________
                                        Edward J. Freel, Secretary of State


0658607 8100          [Seal State of Delaware]      AUTHENTICATION: 0478721