<PAGE>   1





       As filed with the Securities and Exchange Commission on February 29, 2000

                                           Registration Statement No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                    ----------------------------------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                       -----------------------------------

                       AMERICAN INTERNATIONAL GROUP, INC.
             (Exact name of registrant as specified in its charter)


                Delaware                                   13-2592361
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)

                    70 Pine Street, New York, New York 10270
          (Address, including zip code, of principal executive offices)

                     SunAmerica Five Year Deferred Cash Plan
                        SunAmerica Executive Savings Plan
                            (Full title of the plans)

                           Kathleen E. Shannon, Esq.
                          Vice President and Secretary
                                 70 Pine Street
                            New York, New York 10270
                                 (212) 770-7000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                 -----------------------------------------------
                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                   |                |    Proposed      |      Proposed     |
                                   |     Amount     |     maximum      |       maximum     |      Amount of
             Title of securities   |      to be     |  offering price  |     aggregate     |    registration
            to be registered (1)   |   registered   |   per share (2)  |   offering price  |         fee
--------------------------------------------------------------------------------------------------------------
<S>                                   <C>              <C>                 <C>                  <C>
Deferred Compensation Obligations  |  $300,000,000  |       100%       |    $300,000,000   |       $79,200
--------------------------------------------------------------------------------------------------------------
</TABLE>

1.       The Deferred Compensation Obligations are unsecured obligations of
         American International Group, Inc. to pay deferred compensation in the
         future in accordance with the terms of the SunAmerica Five Year
         Deferred Cash Plan and the SunAmerica Executive Savings Plan.

2.       Estimated solely for the purpose of determining the registration fee.


<PAGE>   2



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         All information required by Part I to be contained in the prospectus is
omitted from this Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act").



<PAGE>   3


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents have been filed by American International
Group, Inc. ("AIG") with the Securities and Exchange Commission (the
"Commission") (File No. 1-8787) and are incorporated herein by reference:

                  (1) AIG's Annual Report on Form 10-K for the year ended
         December 31, 1998;

                  (2) AIG's Quarterly Reports on Form 10-Q for the quarters
         ended March 31, 1999, June 30, 1999 and September 30, 1999; and

                  (3) AIG's Current Report on Form 8-K, dated June 3, 1999, as
         amended.

         All documents filed by AIG pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicate that all securities offered
have been sold, or which deregister all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.

         Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

SUNAMERICA EXECUTIVE SAVINGS PLAN

GENERAL

         In connection with the acquisition of SunAmerica Inc. by AIG, AIG has
assumed SunAmerica obligations under the SunAmerica Executive Savings Plan, as
amended (the "Plan").

         The purpose of the Plan is to provide highly compensated employees with
the opportunity to defer compensation in excess of the level of contribution
permitted by the Internal Revenue Code of 1986 (the "Code") to be made to
SunAmerica's Profit Sharing and Retirement Plan (the "401(k) Plan").

PARTICIPATION

         The Plan Administrator (as defined under "Administration") designates
the management and highly compensated employees of SunAmerica and its affiliates
and subsidiaries who are eligible to participate in the Plan. Participation in
the Plan does not create any right to continued employment with SunAmerica or
its subsidiaries or affiliates.


                                      II-1

<PAGE>   4



         An eligible employee may elect to defer compensation under the Plan at
any time within 30 days after the date on which he or she first became eligible
to participate. However, such election must be made prior to the period of
service for which the compensation subject to the deferral election would
otherwise be payable. Any subsequent deferral elections must be made by December
31 of the calendar year prior to the calendar year for which the deferred
compensation would otherwise be payable. A participant may, upon not less than
10 days written notice prior to the end of the calendar year, change his or her
election so as to increase, decrease or discontinue the amount deferred. In
addition, a participant may at any time terminate an election and discontinue
further deferrals by providing written notice to the Plan Administrator not less
than 10 days prior to the start of the next payroll period for which
compensation will be payable. In such event, new deferrals may not commence
until the following calendar year.

DEFERRED COMPENSATION

         Each eligible employee may elect to defer up to 90% of his or her
compensation (in whole percentages), including salary, overtime, commission and
bonus payments, less any withholding tax or payments required under SunAmerica's
welfare plans. This deferral will initially be credited to the participant's
deferral subaccount. Following the end of the calendar year, the Plan
Administrator and the administrator of the 401(k) Plan shall determine what
proportion of the participant's deferral should be set aside under the 401(k)
Plan, taking into account the limits specified for 401(k) deferrals under the
Code and the qualification requirements for the 401(k) Plan. This sum shall
either be credited to the participant's 401(k) account, or may be refunded to
the participant at his or her election. The remaining deferred compensation will
remain in the participant's deferral subaccount.

         Each month, SunAmerica will contribute to a company matching subaccount
the amount it would have contributed had the deferral occurred under the 401(k)
Plan, subject to the 401(k) Plan limitation that matching contributions shall
only be made with respect to the first 4% of an eligible employee's base
compensation (all compensation except incentive compensation). The Plan
Administrator may establish a different formula for matching contributions, but
is obliged to announce to eligible employees in advance any formula which would
result in a matching contribution less than 4% of an employee's base
compensation. The subaccount into which the company contribution is initially
credited will be debited by the amount contributed to the participant's
"forfeitable matching contribution account" under the 401(k) Plan, or the same
amount may be refunded to the participant, at the participant's election.

         A participant's interest in his or her deferral subaccount is at all
times 100% vested and nonforfeitable. A participant's interest in his or her
company matching subaccount is vested in the same percentage in which he or she
is vested in his or her forfeitable matching contribution account under the
401(k) Plan. Unvested amounts are forfeited upon termination of employment.

         Amounts in the participant's accounts under the Plan shall be credited
or debited with investment gains (or losses) corresponding to investment funds
established by the Plan Administrator and selected by the participant.

PAYMENT OF ACCOUNTS

         Participants may elect the form in which they receive their account
upon termination of employment. The alternatives are a lump sum payment within 5
years of termination of employment, or annual instalments over 5, 10 or 15
years, commencing within 5 years of termination of employment. However, if a
participant's employment terminates before he or she is 55, the Plan
Administrator has the discretion to pay the participant his or her account in a
lump sum immediately following termination. The vested and unpaid portion of a
participant's account will continue to be credited or debited with


                                      II-2

<PAGE>   5


investment gains or losses. Upon death, the entire remaining unpaid amount in
the deferral subaccount is paid out in a lump sum as soon as feasible.

         A participant may receive a distribution of his or her account prior to
termination of employment. He or she may withdraw 100% of his or her vested
account balance, subject to a penalty equal to 10% of the amount withdrawn.
Alternatively, a hardship distribution is available, subject to the approval of
the Plan Administrator, upon demonstration by the participant of unforseen
severe financial hardship and an inability to satisfy the financial need through
other assets. Finally, a participant may request a distribution, without
penalty, upon giving 3 years notice.

         The benefits provided by the Plan are unfunded and are paid from the
general assets of AIG. Participants have the status of general unsecured
creditors with respect to the amounts of compensation they defer. While AIG may,
at its option, transfer Plan assets into a trust to be held and invested and
reinvested by a trustee pursuant to the terms of a trust agreement, these funds
will remain subject to the claims of AIG's general creditors.

DEFERRED CASH PLAN APPENDIX

         Participants in the Plan who are also participants in the SunAmerica
Deferred Cash Plan may elect to defer up to 90% of the distributions that would
otherwise be made to them under the Deferred Cash Plan, less any required tax
withholding. Such an election must be made by the participant not later than
December 31 which is at least 12 months prior to the date on which the payment
under the Deferred Cash Plan would have been made in the absence of the election
to defer.

         Amounts deferred pursuant to a Deferred Cash Plan election shall be
credited to the participant's deferral subaccount and will be credited with
investment gains and losses as provided in the Plan. Any amounts deferred
pursuant to the Deferred Cash Plan which remain undistributed upon a participant
satisfying the age and service requirement for normal retirement under the AIG
Retirement Plan shall be distributed as elected by the Participant pursuant to
the Plan. Any other amounts deferred pursuant to a Deferred Cash Plan Election
shall be distributed according to whichever of the following results in the
earliest payment of the amounts deferred: (1) the distribution elected by the
participant under the Plan, (2) a lump sum payment of all unpaid amounts from
the Deferred Cash Plan as soon as feasible following termination of employment,
or (3) a lump sum payment of all unpaid amounts from the Deferred Cash Plan
following the 10th anniversary of the granting of the award.

CLAIMS PROCEDURE

         If any participant in the Plan believes that he or she has not received
the timely payment of amounts due under the Plan, the participant must make a
claim to the Plan Administrator. Within 90 days, the Plan Administrator must
notify the participant of its decision. In the case of a decision adverse to the
participant, the participant may appeal the decision to the Plan Administrator
within 60 days.

TAXES AND WITHHOLDING

         If AIG becomes obligated to make a tax payment with respect to any
participant's account, AIG may withhold and pay tax out of any monies or other
property in the account.

AMENDMENT AND TERMINATION

         AIG has the right to amend or terminate the Plan at any time for any
reason by resolution of the Board of AIG or the Stock Option and Compensation
Committee thereof. However, in no event may an amendment or termination cancel
or adversely affect amounts credited at that time to any participant's

                                      II-3

<PAGE>   6


account. If the Plan is terminated, participants' accounts shall, at the
discretion of the Board, either be paid out to them immediately, or distributed
as the employee has elected to receive benefits upon termination of employment.

ADMINISTRATION

         The Plan is administered by a committee or an individual appointed by
the Board of Directors of AIG (the "Plan Administrator"). Members of the
committee are not required to be employees of AIG. The Plan Administrator
administers the Plan and has all powers to accomplish that purpose. The Plan
Administrator has the exclusive right to construe and interpret the Plan, to
decide all questions of eligibility for benefits and to determine the amount of
such benefits, and its decisions on such matters are final and conclusive.

SUNAMERICA FIVE YEAR DEFERRED CASH PLAN

PURPOSE

         The SunAmerica Five Year Deferred Cash Plan (the "DCP") has been
established to provide an incentive for selected key employees of SunAmerica to
continue to remain employed by SunAmerica.

PARTICIPATION

         SunAmerica has the sole discretion to determine which key employees
will participate in the DCP. Participation in the DCP does not create any right
of continued employment with SunAmerica.

         Each award will be determined in the sole discretion of SunAmerica and
will be credited to a separate subaccount. Investment gains and losses shall be
separately credited to each subaccount, and a participant's right to payment
shall be determined separately for each subaccount.

INVESTMENT GAINS AND LOSSES

         The Plan Administrator (as defined below under "Administration")
establishes investment funds and the participant selects which fund or funds he
or she wishes her account to be invested in. One of the investment alternatives
under the plan will be stock units. For any transaction involving stock units,
the Plan Administrator will credit the participant's account with a number of
units calculated by dividing the amount of the participant's award by the fair
market value of a share of AIG's common stock. A participant's stock unit
account will be credited with dividend equivalents. If there is a stock
dividend, stock split, recapitalization, merger, consolidation, combination or
other reorganization, exchange of shares, sale of all or substantially all of
the assets of AIG, split-up split-off, spin-off, extraordinary redemption,
liquidation or other similar change in capitalization or any distribution to
holders other than cash dividends or cash distributions, proportionate and
equitable adjustments shall be made to stock units so as to preserve the
benefits intended. The amounts in each of a participant's subaccounts shall be
credited or debited with investment gains or losses corresponding to the
investment fund the participant has selected.

         The benefits provided by the DCP are unfunded and will be paid from the
general assets of AIG. Participants have the status of general unsecured
creditors. While AIG may transfer plan assets into a trust to be held and
invested and reinvested by a trustee pursuant to the terms of a trust agreement,
the funds will remain subject to the claims of AIG's general creditors.


                                      II-4

<PAGE>   7



DISTRIBUTIONS

         On each of the first five anniversaries of the date upon which an award
was granted, if the participant remains an employee of SunAmerica, the
participant will be entitled to a payment as follows:


    Award Anniversary Date                    Payment as % of Subaccount
    ----------------------                    --------------------------
            First                                         20%
            Second                                        25%
            Third                                         33 1/3%
            Fourth                                        50%
            Fifth                                        100%


         Distributions will be made as soon as administratively feasible after
the relevant award anniversary date.

         Upon termination of employment for any reason other than death or
disability, the portion of each participant's subaccounts which had not yet
become payable shall be immediately and irrevocably forfeited. If a participant
dies or ceases to be an employee because of total and permanent disability, then
the payment which would otherwise have been made upon the award anniversary date
which immediately follows such death or disability shall be made. The remaining
portion of the subaccount shall be forfeited.

TAXES AND WITHHOLDING

         If AIG becomes obligated to make a tax payment with respect to any
participant's account, AIG may withhold and pay tax out of any monies or other
property in the account.

AMENDMENT AND TERMINATION

         AIG has the right to amend or terminate the DCP at any time for any
reason. However, in no event may an amendment or termination cancel or adversely
affect amounts credited at that time to any participant's account.

ADMINISTRATION

         The DCP is administered by a committee or an individual appointed by
the Board of Directors of AIG, or the Stock Option and Compensation committee
thereof (the "Plan Administrator"). Members of the committee are not required to
be employees of AIG or participants. The Plan Administrator administers the DCP
and has all powers to accomplish that purpose. The Plan Administrator has the
exclusive right to construe and interpret the DCP, to decide all questions of
eligibility for benefits and to determine the amount of such benefits, and its
decisions on such matters are final and conclusive.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         The consolidated financial statements of AIG and its subsidiaries and
the related financial statement schedules of AIG included in its most recent
Annual Report on Form 10-K and AIG's Current Report on Form 8-K, dated June 3,
1999, as amended, both incorporated

                                      II-5

<PAGE>   8


herein by reference, are so incorporated in reliance upon the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.

         The validity of the Deferred Compensation Obligations will be passed
upon for AIG by Sullivan & Cromwell, New York, New York. M. Bernard Aidinoff, a
member of the Board of Directors of AIG, is Senior Counsel to Sullivan &
Cromwell and beneficially owns 26,789 shares of AIG common stock and options to
purchase 36,156 shares of AIG common stock. Partners of Sullivan & Cromwell
involved in the representation of AIG beneficially own approximately 4,547
shares of AIG common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Restated Certificate of Incorporation, as amended, of AIG (the
"Certificate") provides that AIG shall indemnify to the full extent permitted by
law any person made, or threatened to be made, a party to an action, suit or
proceeding (whether civil, criminal, administrative or investigative) by reason
of the fact that he, his testator or intestate is or was a director, officer or
employee of AIG or serves or served any other enterprise at the request of AIG.
Section 6.4 of AIG's By-laws contains a similar provision.

         The Certificate also provides that a director will not be personally
liable to AIG or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that such an exemption from liability
or limitation thereof is not permitted by the Delaware General Corporation Law
(the "GCL").

         Section 145 of the GCL permits indemnification against expenses, fines,
judgments and settlements incurred by any director, officer or employee of AIG
in the event of pending or threatened civil, criminal, administrative or
investigative proceedings, if such person was, or was threatened to be made, a
party by reason of the fact that he is or was a director, officer or employee of
AIG. Section 145 also provides that the indemnification provided for therein
shall not be deemed exclusive of any other rights to which those seeking
indemnification may otherwise be entitled.

         In addition, AIG and its subsidiaries maintain a directors' and
officers' liability insurance policy.

         In addition, Section 5.4 of the DCP and Section 4.4 of the Plan, as
amended, provide that AIG shall indemnify the Plan Administrator and each member
of the committee, if any, against any and all expenses and liabilities,
including reasonable legal fees and expenses, arising out of his or her
membership on the committee, excepting only expenses and liabilities arising out
of his or her own willful misconduct or gross negligence.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         The exhibits are listed in the exhibit index.

ITEM 9.  UNDERTAKINGS

         AIG hereby undertakes:

                                      II-6

<PAGE>   9



                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of this Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  Registration Statement;

                           (iii) To include any material information with
                  respect to the Plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in this Registration Statement;

         provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by AIG pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         AIG hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of AIG's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of AIG
pursuant to the foregoing provisions, or otherwise, AIG has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by AIG of expenses incurred or paid by a director, officer or
controlling person of AIG in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, AIG will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

                                      II-7

<PAGE>   10



                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and State of New York, on the 29th day of
February, 2000.

                                       AMERICAN INTERNATIONAL GROUP, INC.



                                       By:  /s/ M. R. Greenberg
                                          ------------------------------------
                                             M. R. Greenberg
                                             Chairman

         KNOW ALL MEN BY THESE PRESENTS: that each person whose signature
appears below constitutes and appoints M. R. Greenberg, Edward E. Matthews and
Howard I. Smith, and each of them, as true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and to file the same, with all exhibits thereto, and other
documents in connection herewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing required and
necessary to be done in and about the foregoing as fully for all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.


<TABLE>
<CAPTION>
      Signature                                   Title                             Date

<S>                                 <C>                                      <C>
                                    Chairman, Chief Executive Officer
   /s/ M. R. Greenberg              and Director (Principal Executive        February 29, 2000
  ------------------------          Officer)
  (M. R. Greenberg)

                                    Executive Vice President and
    /s/ Howard I. Smith             Director (Principal Financial and        February 29, 2000
   ------------------------         Accounting Officer)
   (Howard I. Smith)

  /s/ M. Bernard Aidinoff
  -------------------------
  (M. Bernard Aidinoff)             Director                                 February 29, 2000

      /s/ Eli Broad
  -------------------------
     (Eli Broad)                    Director                                 February 29, 2000

     /s/ Pei-yuan Chia
  -------------------------
     (Pei-yuan Chia)                Director                                 February 29, 2000
</TABLE>


                                      II-8

<PAGE>   11


<TABLE>
<CAPTION>
      Signature                                   Title                             Date


<S>                                 <C>                                      <C>
                                    Director
  -------------------------
     (Marshall A. Cohen)

   /s/ Barber B. Conable, Jr.       Director                                 February 29, 2000
  -------------------------
   (Barber B. Conable, Jr.)

  /s/ Martin S. Feldstein           Director                                 February 29, 2000
  -------------------------
   (Martin S. Feldstein)

                                    Director
  -------------------------
     (Ellen V. Futter)

                                    Director
  -------------------------
     (Leslie L. Gonda)

   /s/ Evan G. Greenberg            Director                                 February 29, 2000
  -------------------------
    (Evan G. Greenberg)

                                    Director
  -------------------------
    (Carla A. Hills)

                                    Director
  -------------------------
    (Frank J. Hoenemeyer)

   /s/ Edward E. Matthews           Director                                 February 29, 2000
  -------------------------
   (Edward E. Matthews)

                                    Director
  -------------------------
      (Dean P. Phypers)

    /s/ Thomas R. Tizzio            Director                                 February 29, 2000
  -------------------------
      (Thomas R. Tizzio)

                                    Director
  -------------------------
     (Edmund S. W. Tse)

                                    Director
  -------------------------
      (Jay S. Wintrob)
</TABLE>

                                      II-9

<PAGE>   12



<TABLE>
<CAPTION>
      Signature                                   Title                             Date

<S>                                 <C>                                      <C>
     /s/ Frank G. Wisner            Director                                 February 29, 2000
  -------------------------
     (Frank G. Wisner)
</TABLE>


                                      II-10

<PAGE>   13



                                EXHIBIT INDEX



EXHIBIT
 NUMBER                     DESCRIPTION                       LOCATION

    4     (a)   SunAmerica Five Year Deferred Cash
                Plan..............................  Filed as exhibit hereto.

          (b)   SunAmerica Executive
                Savings Plan, as amended..........  Filed as exhibit hereto.

    5     Opinion re validity.....................  Filed as exhibit hereto.

   23     Consents of experts and counsel
          (a)   Consent of Sullivan & Cromwell....  Included in Exhibit 5.
          (b)   PricewaterhouseCoopers LLP. ......  Filed as exhibit hereto.

   24     Powers of Attorney......................  Included in signature pages.



                                      II-11
[{"type": "S-8", "sequence": "1", "description": "AMERICAN INTERNATIONAL GROUP, INC.", "secsgml_size_bytes": 33014}]
{"company-data": {"conformed-name": "AMERICAN INTERNATIONAL GROUP INC", "cik": "0000005272", "assigned-sic": "6331", "irs-number": "132592361", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31346", "film-number": "558030"}, "business-address": {"street1": "70 PINE ST", "city": "NEW YORK", "state": "NY", "zip": "10270", "phone": "2127707000"}, "mail-address": {"street1": "70 PINE STREET", "city": "NEW YORK", "state": "NY", "zip": "10270"}, "former-company": {"former-conformed-name": "AMERICAN INTERNATIONAL ENTERPRISES INC", "date-changed": "19700507"}}
1

       As filed with the Securities and Exchange Commission on February 29, 2000

                                           Registration Statement No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                    ----------------------------------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                       -----------------------------------

                       AMERICAN INTERNATIONAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                   13-2592361
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)

                    70 Pine Street, New York, New York 10270
          (Address, including zip code, of principal executive offices)

                     SunAmerica Five Year Deferred Cash Plan
                        SunAmerica Executive Savings Plan
                            (Full title of the plans)

                           Kathleen E. Shannon, Esq.
                          Vice President and Secretary
                                 70 Pine Street
                            New York, New York 10270
                                 (212) 770-7000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                 -----------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------
                                   |                |    Proposed      |      Proposed     |
                                   |     Amount     |     maximum      |       maximum     |      Amount of
             Title of securities   |      to be     |  offering price  |     aggregate     |    registration
            to be registered (1)   |   registered   |   per share (2)  |   offering price  |         fee
--------------------------------------------------------------------------------------------------------------
Deferred Compensation Obligations  |  $300,000,000  |       100%       |    $300,000,000   |       $79,200
--------------------------------------------------------------------------------------------------------------
1.       The Deferred Compensation Obligations are unsecured obligations of
         American International Group, Inc. to pay deferred compensation in the
         future in accordance with the terms of the SunAmerica Five Year
         Deferred Cash Plan and the SunAmerica Executive Savings Plan.

2.       Estimated solely for the purpose of determining the registration fee.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         All information required by Part I to be contained in the prospectus is
omitted from this Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act").
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents have been filed by American International
Group, Inc. ("AIG") with the Securities and Exchange Commission (the
"Commission") (File No. 1-8787) and are incorporated herein by reference:

                  (1) AIG's Annual Report on Form 10-K for the year ended
         December 31, 1998;

                  (2) AIG's Quarterly Reports on Form 10-Q for the quarters
         ended March 31, 1999, June 30, 1999 and September 30, 1999; and

                  (3) AIG's Current Report on Form 8-K, dated June 3, 1999, as
         amended.

         All documents filed by AIG pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicate that all securities offered
have been sold, or which deregister all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.

         Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

SUNAMERICA EXECUTIVE SAVINGS PLAN

GENERAL

         In connection with the acquisition of SunAmerica Inc. by AIG, AIG has
assumed SunAmerica obligations under the SunAmerica Executive Savings Plan, as
amended (the "Plan").

         The purpose of the Plan is to provide highly compensated employees with
the opportunity to defer compensation in excess of the level of contribution
permitted by the Internal Revenue Code of 1986 (the "Code") to be made to
SunAmerica's Profit Sharing and Retirement Plan (the "401(k) Plan").

PARTICIPATION

         The Plan Administrator (as defined under "Administration") designates
the management and highly compensated employees of SunAmerica and its affiliates
and subsidiaries who are eligible to participate in the Plan. Participation in
the Plan does not create any right to continued employment with SunAmerica or
its subsidiaries or affiliates.

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         An eligible employee may elect to defer compensation under the Plan at
any time within 30 days after the date on which he or she first became eligible
to participate. However, such election must be made prior to the period of
service for which the compensation subject to the deferral election would
otherwise be payable. Any subsequent deferral elections must be made by December
31 of the calendar year prior to the calendar year for which the deferred
compensation would otherwise be payable. A participant may, upon not less than
10 days written notice prior to the end of the calendar year, change his or her
election so as to increase, decrease or discontinue the amount deferred. In
addition, a participant may at any time terminate an election and discontinue
further deferrals by providing written notice to the Plan Administrator not less
than 10 days prior to the start of the next payroll period for which
compensation will be payable. In such event, new deferrals may not commence
until the following calendar year.

DEFERRED COMPENSATION

         Each eligible employee may elect to defer up to 90% of his or her
compensation (in whole percentages), including salary, overtime, commission and
bonus payments, less any withholding tax or payments required under SunAmerica's
welfare plans. This deferral will initially be credited to the participant's
deferral subaccount. Following the end of the calendar year, the Plan
Administrator and the administrator of the 401(k) Plan shall determine what
proportion of the participant's deferral should be set aside under the 401(k)
Plan, taking into account the limits specified for 401(k) deferrals under the
Code and the qualification requirements for the 401(k) Plan. This sum shall
either be credited to the participant's 401(k) account, or may be refunded to
the participant at his or her election. The remaining deferred compensation will
remain in the participant's deferral subaccount.

         Each month, SunAmerica will contribute to a company matching subaccount
the amount it would have contributed had the deferral occurred under the 401(k)
Plan, subject to the 401(k) Plan limitation that matching contributions shall
only be made with respect to the first 4% of an eligible employee's base
compensation (all compensation except incentive compensation). The Plan
Administrator may establish a different formula for matching contributions, but
is obliged to announce to eligible employees in advance any formula which would
result in a matching contribution less than 4% of an employee's base
compensation. The subaccount into which the company contribution is initially
credited will be debited by the amount contributed to the participant's
"forfeitable matching contribution account" under the 401(k) Plan, or the same
amount may be refunded to the participant, at the participant's election.

         A participant's interest in his or her deferral subaccount is at all
times 100% vested and nonforfeitable. A participant's interest in his or her
company matching subaccount is vested in the same percentage in which he or she
is vested in his or her forfeitable matching contribution account under the
401(k) Plan. Unvested amounts are forfeited upon termination of employment.

         Amounts in the participant's accounts under the Plan shall be credited
or debited with investment gains (or losses) corresponding to investment funds
established by the Plan Administrator and selected by the participant.

PAYMENT OF ACCOUNTS

         Participants may elect the form in which they receive their account
upon termination of employment. The alternatives are a lump sum payment within 5
years of termination of employment, or annual instalments over 5, 10 or 15
years, commencing within 5 years of termination of employment. However, if a
participant's employment terminates before he or she is 55, the Plan
Administrator has the discretion to pay the participant his or her account in a
lump sum immediately following termination. The vested and unpaid portion of a
participant's account will continue to be credited or debited with

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investment gains or losses. Upon death, the entire remaining unpaid amount in
the deferral subaccount is paid out in a lump sum as soon as feasible.

         A participant may receive a distribution of his or her account prior to
termination of employment. He or she may withdraw 100% of his or her vested
account balance, subject to a penalty equal to 10% of the amount withdrawn.
Alternatively, a hardship distribution is available, subject to the approval of
the Plan Administrator, upon demonstration by the participant of unforseen
severe financial hardship and an inability to satisfy the financial need through
other assets. Finally, a participant may request a distribution, without
penalty, upon giving 3 years notice.

         The benefits provided by the Plan are unfunded and are paid from the
general assets of AIG. Participants have the status of general unsecured
creditors with respect to the amounts of compensation they defer. While AIG may,
at its option, transfer Plan assets into a trust to be held and invested and
reinvested by a trustee pursuant to the terms of a trust agreement, these funds
will remain subject to the claims of AIG's general creditors.

DEFERRED CASH PLAN APPENDIX

         Participants in the Plan who are also participants in the SunAmerica
Deferred Cash Plan may elect to defer up to 90% of the distributions that would
otherwise be made to them under the Deferred Cash Plan, less any required tax
withholding. Such an election must be made by the participant not later than
December 31 which is at least 12 months prior to the date on which the payment
under the Deferred Cash Plan would have been made in the absence of the election
to defer.

         Amounts deferred pursuant to a Deferred Cash Plan election shall be
credited to the participant's deferral subaccount and will be credited with
investment gains and losses as provided in the Plan. Any amounts deferred
pursuant to the Deferred Cash Plan which remain undistributed upon a participant
satisfying the age and service requirement for normal retirement under the AIG
Retirement Plan shall be distributed as elected by the Participant pursuant to
the Plan. Any other amounts deferred pursuant to a Deferred Cash Plan Election
shall be distributed according to whichever of the following results in the
earliest payment of the amounts deferred: (1) the distribution elected by the
participant under the Plan, (2) a lump sum payment of all unpaid amounts from
the Deferred Cash Plan as soon as feasible following termination of employment,
or (3) a lump sum payment of all unpaid amounts from the Deferred Cash Plan
following the 10th anniversary of the granting of the award.

CLAIMS PROCEDURE

         If any participant in the Plan believes that he or she has not received
the timely payment of amounts due under the Plan, the participant must make a
claim to the Plan Administrator. Within 90 days, the Plan Administrator must
notify the participant of its decision. In the case of a decision adverse to the
participant, the participant may appeal the decision to the Plan Administrator
within 60 days.

TAXES AND WITHHOLDING

         If AIG becomes obligated to make a tax payment with respect to any
participant's account, AIG may withhold and pay tax out of any monies or other
property in the account.

AMENDMENT AND TERMINATION

         AIG has the right to amend or terminate the Plan at any time for any
reason by resolution of the Board of AIG or the Stock Option and Compensation
Committee thereof. However, in no event may an amendment or termination cancel
or adversely affect amounts credited at that time to any participant's

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account. If the Plan is terminated, participants' accounts shall, at the
discretion of the Board, either be paid out to them immediately, or distributed
as the employee has elected to receive benefits upon termination of employment.

ADMINISTRATION

         The Plan is administered by a committee or an individual appointed by
the Board of Directors of AIG (the "Plan Administrator"). Members of the
committee are not required to be employees of AIG. The Plan Administrator
administers the Plan and has all powers to accomplish that purpose. The Plan
Administrator has the exclusive right to construe and interpret the Plan, to
decide all questions of eligibility for benefits and to determine the amount of
such benefits, and its decisions on such matters are final and conclusive.

SUNAMERICA FIVE YEAR DEFERRED CASH PLAN

PURPOSE

         The SunAmerica Five Year Deferred Cash Plan (the "DCP") has been
established to provide an incentive for selected key employees of SunAmerica to
continue to remain employed by SunAmerica.

PARTICIPATION

         SunAmerica has the sole discretion to determine which key employees
will participate in the DCP. Participation in the DCP does not create any right
of continued employment with SunAmerica.

         Each award will be determined in the sole discretion of SunAmerica and
will be credited to a separate subaccount. Investment gains and losses shall be
separately credited to each subaccount, and a participant's right to payment
shall be determined separately for each subaccount.

INVESTMENT GAINS AND LOSSES

         The Plan Administrator (as defined below under "Administration")
establishes investment funds and the participant selects which fund or funds he
or she wishes her account to be invested in. One of the investment alternatives
under the plan will be stock units. For any transaction involving stock units,
the Plan Administrator will credit the participant's account with a number of
units calculated by dividing the amount of the participant's award by the fair
market value of a share of AIG's common stock. A participant's stock unit
account will be credited with dividend equivalents. If there is a stock
dividend, stock split, recapitalization, merger, consolidation, combination or
other reorganization, exchange of shares, sale of all or substantially all of
the assets of AIG, split-up split-off, spin-off, extraordinary redemption,
liquidation or other similar change in capitalization or any distribution to
holders other than cash dividends or cash distributions, proportionate and
equitable adjustments shall be made to stock units so as to preserve the
benefits intended. The amounts in each of a participant's subaccounts shall be
credited or debited with investment gains or losses corresponding to the
investment fund the participant has selected.

         The benefits provided by the DCP are unfunded and will be paid from the
general assets of AIG. Participants have the status of general unsecured
creditors. While AIG may transfer plan assets into a trust to be held and
invested and reinvested by a trustee pursuant to the terms of a trust agreement,
the funds will remain subject to the claims of AIG's general creditors.

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DISTRIBUTIONS

         On each of the first five anniversaries of the date upon which an award
was granted, if the participant remains an employee of SunAmerica, the
participant will be entitled to a payment as follows:

    Award Anniversary Date                    Payment as % of Subaccount
    ----------------------                    --------------------------
            First                                         20%
            Second                                        25%
            Third                                         33 1/3%
            Fourth                                        50%
            Fifth                                        100%

         Distributions will be made as soon as administratively feasible after
the relevant award anniversary date.

         Upon termination of employment for any reason other than death or
disability, the portion of each participant's subaccounts which had not yet
become payable shall be immediately and irrevocably forfeited. If a participant
dies or ceases to be an employee because of total and permanent disability, then
the payment which would otherwise have been made upon the award anniversary date
which immediately follows such death or disability shall be made. The remaining
portion of the subaccount shall be forfeited.

TAXES AND WITHHOLDING

         If AIG becomes obligated to make a tax payment with respect to any
participant's account, AIG may withhold and pay tax out of any monies or other
property in the account.

AMENDMENT AND TERMINATION

         AIG has the right to amend or terminate the DCP at any time for any
reason. However, in no event may an amendment or termination cancel or adversely
affect amounts credited at that time to any participant's account.

ADMINISTRATION

         The DCP is administered by a committee or an individual appointed by
the Board of Directors of AIG, or the Stock Option and Compensation committee
thereof (the "Plan Administrator"). Members of the committee are not required to
be employees of AIG or participants. The Plan Administrator administers the DCP
and has all powers to accomplish that purpose. The Plan Administrator has the
exclusive right to construe and interpret the DCP, to decide all questions of
eligibility for benefits and to determine the amount of such benefits, and its
decisions on such matters are final and conclusive.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         The consolidated financial statements of AIG and its subsidiaries and
the related financial statement schedules of AIG included in its most recent
Annual Report on Form 10-K and AIG's Current Report on Form 8-K, dated June 3,
1999, as amended, both incorporated

                                      II-5
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herein by reference, are so incorporated in reliance upon the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.

         The validity of the Deferred Compensation Obligations will be passed
upon for AIG by Sullivan & Cromwell, New York, New York. M. Bernard Aidinoff, a
member of the Board of Directors of AIG, is Senior Counsel to Sullivan &
Cromwell and beneficially owns 26,789 shares of AIG common stock and options to
purchase 36,156 shares of AIG common stock. Partners of Sullivan & Cromwell
involved in the representation of AIG beneficially own approximately 4,547
shares of AIG common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Restated Certificate of Incorporation, as amended, of AIG (the
"Certificate") provides that AIG shall indemnify to the full extent permitted by
law any person made, or threatened to be made, a party to an action, suit or
proceeding (whether civil, criminal, administrative or investigative) by reason
of the fact that he, his testator or intestate is or was a director, officer or
employee of AIG or serves or served any other enterprise at the request of AIG.
Section 6.4 of AIG's By-laws contains a similar provision.

         The Certificate also provides that a director will not be personally
liable to AIG or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that such an exemption from liability
or limitation thereof is not permitted by the Delaware General Corporation Law
(the "GCL").

         Section 145 of the GCL permits indemnification against expenses, fines,
judgments and settlements incurred by any director, officer or employee of AIG
in the event of pending or threatened civil, criminal, administrative or
investigative proceedings, if such person was, or was threatened to be made, a
party by reason of the fact that he is or was a director, officer or employee of
AIG. Section 145 also provides that the indemnification provided for therein
shall not be deemed exclusive of any other rights to which those seeking
indemnification may otherwise be entitled.

         In addition, AIG and its subsidiaries maintain a directors' and
officers' liability insurance policy.

         In addition, Section 5.4 of the DCP and Section 4.4 of the Plan, as
amended, provide that AIG shall indemnify the Plan Administrator and each member
of the committee, if any, against any and all expenses and liabilities,
including reasonable legal fees and expenses, arising out of his or her
membership on the committee, excepting only expenses and liabilities arising out
of his or her own willful misconduct or gross negligence.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         The exhibits are listed in the exhibit index.

ITEM 9.  UNDERTAKINGS

         AIG hereby undertakes:

                                      II-6
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                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of this Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  Registration Statement;

                           (iii) To include any material information with
                  respect to the Plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in this Registration Statement;

         provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by AIG pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         AIG hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of AIG's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of AIG
pursuant to the foregoing provisions, or otherwise, AIG has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by AIG of expenses incurred or paid by a director, officer or
controlling person of AIG in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, AIG will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

                                      II-7
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                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and State of New York, on the 29th day of
February, 2000.

                                       AMERICAN INTERNATIONAL GROUP, INC.

                                       By:  /s/ M. R. Greenberg
                                          ------------------------------------
                                             M. R. Greenberg
                                             Chairman

         KNOW ALL MEN BY THESE PRESENTS: that each person whose signature
appears below constitutes and appoints M. R. Greenberg, Edward E. Matthews and
Howard I. Smith, and each of them, as true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and to file the same, with all exhibits thereto, and other
documents in connection herewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing required and
necessary to be done in and about the foregoing as fully for all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
Signature                                   Title                             Date
Chairman, Chief Executive Officer
   /s/ M. R. Greenberg              and Director (Principal Executive        February 29, 2000
  ------------------------          Officer)
  (M. R. Greenberg)

                                    Executive Vice President and
    /s/ Howard I. Smith             Director (Principal Financial and        February 29, 2000
   ------------------------         Accounting Officer)
   (Howard I. Smith)

  /s/ M. Bernard Aidinoff
  -------------------------
  (M. Bernard Aidinoff)             Director                                 February 29, 2000

      /s/ Eli Broad
  -------------------------
     (Eli Broad)                    Director                                 February 29, 2000

     /s/ Pei-yuan Chia
  -------------------------
     (Pei-yuan Chia)                Director                                 February 29, 2000
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Signature                                   Title                             Date
Director
  -------------------------
     (Marshall A. Cohen)

   /s/ Barber B. Conable, Jr.       Director                                 February 29, 2000
  -------------------------
   (Barber B. Conable, Jr.)

  /s/ Martin S. Feldstein           Director                                 February 29, 2000
  -------------------------
   (Martin S. Feldstein)

                                    Director
  -------------------------
     (Ellen V. Futter)

                                    Director
  -------------------------
     (Leslie L. Gonda)

   /s/ Evan G. Greenberg            Director                                 February 29, 2000
  -------------------------
    (Evan G. Greenberg)

                                    Director
  -------------------------
    (Carla A. Hills)

                                    Director
  -------------------------
    (Frank J. Hoenemeyer)

   /s/ Edward E. Matthews           Director                                 February 29, 2000
  -------------------------
   (Edward E. Matthews)

                                    Director
  -------------------------
      (Dean P. Phypers)

    /s/ Thomas R. Tizzio            Director                                 February 29, 2000
  -------------------------
      (Thomas R. Tizzio)

                                    Director
  -------------------------
     (Edmund S. W. Tse)

                                    Director
  -------------------------
      (Jay S. Wintrob)
II-9
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Signature                                   Title                             Date
/s/ Frank G. Wisner            Director                                 February 29, 2000
  -------------------------
     (Frank G. Wisner)
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                                EXHIBIT INDEX

EXHIBIT
 NUMBER                     DESCRIPTION                       LOCATION

    4     (a)   SunAmerica Five Year Deferred Cash
                Plan..............................  Filed as exhibit hereto.

          (b)   SunAmerica Executive
                Savings Plan, as amended..........  Filed as exhibit hereto.

    5     Opinion re validity.....................  Filed as exhibit hereto.

   23     Consents of experts and counsel
          (a)   Consent of Sullivan & Cromwell....  Included in Exhibit 5.
          (b)   PricewaterhouseCoopers LLP. ......  Filed as exhibit hereto.

   24     Powers of Attorney......................  Included in signature pages.

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