<PAGE>

       As filed with the Securities and Exchange Commission on May 26, 2004

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

                                  UNITED STATES
                       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)

<TABLE>
<S>                                               <C>
               Delaware                               13-2592361
    (State or other jurisdiction of                (I.R.S. employer
     incorporation or organization)               identification no.)
</TABLE>

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

             American International Group, Inc. Director Stock Plan
                            (Full title of the plan)

                               Kathleen E. Shannon
                        Senior Vice President, Secretary
                           and Deputy General Counsel
                                 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)

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


<TABLE>
<CAPTION>
                                                                                    Proposed
                                                                     Proposed        Maximum       Amount of
                                                                      Maximum       Aggregate     Registration
Title of each Class of Securities                Amount to be     Offering Price    Offering          Fee
       to be Registered                         Registered (1)     per Share (2)    Price (2)        (1)(2)
       ----------------                         --------------     -------------    ---------        ------
<S>                                             <C>               <C>               <C>           <C>
Common Stock, par value $2.50 per share         100,000 shares       $69.93          $6,993,000     $886.01
</TABLE>

1. This registration statement also relates to an indeterminate number of
additional shares of Common Stock that may be issued pursuant to anti-dilution
and adjustment provisions of the above-referenced plan.

2. Estimated solely for purposes of calculating the registration fee. This
estimate has been computed in accordance with Rule 457(c) and (h)(1) and is
calculated based upon the average of the high and low sales prices of the Common
Stock of American International Group, Inc. on May 20, 2004, as reported on the
New York Stock Exchange Composite Tape.

================================================================================
<PAGE>
                                     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>
                                     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:

      (a)   AIG's Annual Report on Form 10-K for the year ended December 31,
            2003;

      (b)   AIG's Quarterly Report on Form 10-Q for the quarter ended March 31,
            2004; and

      (c)   The description of Common Stock contained in the registration
            statement on Form 8-A, dated September 20, 1984, filed pursuant to
            Section 12(b) of the Securities Exchange Act of 1934, as amended
            (the "Exchange Act").

      All documents filed by AIG after the date hereof pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold, or which deregisters 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 will not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

      The Common Stock is registered under Section 12(b) of the Exchange Act.

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 Annual Report on
Form 10-K for the year ended December 31, 2003, incorporated herein by
reference, are so incorporated in reliance upon the report of
PricewaterhouseCoopers LLP, an independent registered public accounting firm,
given on the authority of that firm as experts in accounting and auditing.

      The validity of the shares of Common Stock offered pursuant to the
American International Group, Inc. Director Stock Plan (the "Plan") will be
passed upon by Kathleen E. Shannon, Esq., Senior Vice President and Deputy
General Counsel of AIG. Ms. Shannon is regularly employed by AIG, participates
in various AIG employee benefit plans under which she may receive shares of
Common Stock and currently beneficially owns less than 1% of the outstanding
shares of Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The restated certificate of incorporation of AIG, as amended, 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


                                      II-1
<PAGE>
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she, his or her 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 restated certificate of incorporation, as amended, also provides that
a director will not be personally liable to AIG or its shareholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
the exemption from liability or limitation thereof is not permitted by the
Delaware General Corporation Law.

      Section 145 of the Delaware General Corporation Law permits
indemnification against expenses, fines, judgments and settlements incurred by
any director, officer or employee of a company 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
or she is or was a director, officer or employee of the company. 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.

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:

      (a)   (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 of 1933 as amended;

                  (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 this registration
            statement or any material change to such information in this
            registration statement;

provided, however, that paragraphs (a) (1)(i) and (a) (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 of 1933, 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.


                                      II-2
<PAGE>
            (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.

      (b)   That, for purposes of determining any liability under the Securities
            Act of 1933, 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.

      (c)   Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 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 of 1933 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
            against AIG 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 of 1933 and will be
            governed by the final adjudication of such issue.


                                      II-3
<PAGE>
                                   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, State of New York, on this 26th day of May,
2004.

                                 AMERICAN INTERNATIONAL GROUP, INC.


                                 By: /s/ M.R. Greenberg
                                     -------------------------------------------
                                     Name: M.R. Greenberg
                                     Title: Chairman and Chief Executive Officer


      KNOW ALL MEN BY THESE PRESENTS: that each person whose signature appears
below constitutes and appoints M. R. Greenberg, Donald P. Kanak, Howard I. Smith
and Martin J. Sullivan, 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 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 and
/s/ M.R. GREENBERG                        Director (Principal Executive Officer)         May 26, 2004
------------------------------------
(M.R. Greenberg)

                                          Vice Chairman, Chief Financial
/s/ HOWARD I. SMITH                       Officer, Chief Administrative Officer and      May 26, 2004
------------------------------------      Director (Principal Financial Officer)
(Howard I. Smith)

                                          Vice President and Comptroller
/s/ MICHAEL J. CASTELLI                   (Principal Accounting Officer)                 May 26, 2004
------------------------------------
(Michael J. Castelli)

/s/ BERNARD AIDINOFF                      Director                                       May 26, 2004
------------------------------------
(M. Bernard Aidinoff)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
             SIGNATURE                                    TITLE                              DATE
             ---------                                    -----                              ----
<S>                                       <C>                                            <C>
/s/ PEI-YUAN CHIA                         Director                                       May 26, 2004
------------------------------------
(Pei-yuan Chia)

/s/ MARSHALL A. COHEN                     Director                                       May 26, 2004
------------------------------------
(Marshall A. Cohen)

                                          Director
------------------------------------
(William S. Cohen)


/s/ MARTIN S. FELDSTEIN                   Director                                       May 26, 2004
------------------------------------
(Martin S. Feldstein)

/s/ ELLEN V. FUTTER                       Director                                       May 26, 2004
------------------------------------
(Ellen V. Futter)

/s/ CARLA A. HILLS                        Director                                       May 26, 2004
------------------------------------
(Carla A. Hills)

/s/ FRANK J. HOENEMEYER                   Director                                       May 26, 2004
------------------------------------
(Frank J. Hoenemeyer)

/s/ RICHARD C. HOLBROOKE                  Director                                       May 26, 2004
------------------------------------
(Richard C. Holbrooke)

/s/ DONALD P. KANAK                       Director                                       May 26, 2004
------------------------------------
(Donald P. Kanak)

/s/ MARTIN J. SULLIVAN                    Director                                       May 26, 2004
------------------------------------
(Martin J. Sullivan)

/s/ EDMUND S.W. TSE                       Director                                       May 26, 2004
------------------------------------
(Edmund S.W. Tse)

/s/ FRANK G. ZARB                         Director                                       May 26, 2004
------------------------------------
(Frank G. Zarb)
</TABLE>
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                   DESCRIPTION                                 LOCATION
 ------                   -----------                                 --------
<S>       <C>                                                <C>
    4     Instruments defining rights of security            (Incorporated by reference to
          holders American International Group,              AIG's Schedule 14A, Definitive
          Inc. Director Stock Plan ....................      Proxy Statement, dated April 5,
                                                             2004, Appendix H)

    5     Opinion of Kathleen E. Shannon re validity ..      Filed as exhibit hereto.

   15     Letter re unaudited interim financial
          information .................................      Not applicable.

   23     Consents of experts and counsel
          (a) PricewaterhouseCoopers LLP. .............      Filed as exhibit hereto.
          (b) Kathleen E. Shannon, Esq ................      Included in Exhibit 5.

   24     Power of Attorney ...........................      Included in signature pages.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "y97808sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19005}]
{"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": "333-115911", "film-number": "04833161"}, "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"}}
As filed with the Securities and Exchange Commission on May 26, 2004

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

                                  UNITED STATES
                       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)

             American International Group, Inc. Director Stock Plan
                            (Full title of the plan)

                               Kathleen E. Shannon
                        Senior Vice President, Secretary
                           and Deputy General Counsel
                                 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)

                 -----------------------------------------------
Proposed
                                                                     Proposed        Maximum       Amount of
                                                                      Maximum       Aggregate     Registration
Title of each Class of Securities                Amount to be     Offering Price    Offering          Fee
       to be Registered                         Registered (1)     per Share (2)    Price (2)        (1)(2)
       ----------------                         --------------     -------------    ---------        ------
Common Stock, par value $2.50 per share         100,000 shares       $69.93          $6,993,000     $886.01
1. This registration statement also relates to an indeterminate number of
additional shares of Common Stock that may be issued pursuant to anti-dilution
and adjustment provisions of the above-referenced plan.

2. Estimated solely for purposes of calculating the registration fee. This
estimate has been computed in accordance with Rule 457(c) and (h)(1) and is
calculated based upon the average of the high and low sales prices of the Common
Stock of American International Group, Inc. on May 20, 2004, as reported on the
New York Stock Exchange Composite Tape.

================================================================================
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").
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:

      (a)   AIG's Annual Report on Form 10-K for the year ended December 31,
            2003;

      (b)   AIG's Quarterly Report on Form 10-Q for the quarter ended March 31,
            2004; and

      (c)   The description of Common Stock contained in the registration
            statement on Form 8-A, dated September 20, 1984, filed pursuant to
            Section 12(b) of the Securities Exchange Act of 1934, as amended
            (the "Exchange Act").

      All documents filed by AIG after the date hereof pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold, or which deregisters 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 will not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

      The Common Stock is registered under Section 12(b) of the Exchange Act.

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 Annual Report on
Form 10-K for the year ended December 31, 2003, incorporated herein by
reference, are so incorporated in reliance upon the report of
PricewaterhouseCoopers LLP, an independent registered public accounting firm,
given on the authority of that firm as experts in accounting and auditing.

      The validity of the shares of Common Stock offered pursuant to the
American International Group, Inc. Director Stock Plan (the "Plan") will be
passed upon by Kathleen E. Shannon, Esq., Senior Vice President and Deputy
General Counsel of AIG. Ms. Shannon is regularly employed by AIG, participates
in various AIG employee benefit plans under which she may receive shares of
Common Stock and currently beneficially owns less than 1% of the outstanding
shares of Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The restated certificate of incorporation of AIG, as amended, 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

                                      II-1
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she, his or her 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 restated certificate of incorporation, as amended, also provides that
a director will not be personally liable to AIG or its shareholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
the exemption from liability or limitation thereof is not permitted by the
Delaware General Corporation Law.

      Section 145 of the Delaware General Corporation Law permits
indemnification against expenses, fines, judgments and settlements incurred by
any director, officer or employee of a company 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
or she is or was a director, officer or employee of the company. 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.

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:

      (a)   (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 of 1933 as amended;

                  (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 this registration
            statement or any material change to such information in this
            registration statement;

provided, however, that paragraphs (a) (1)(i) and (a) (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 of 1933, 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.

                                      II-2
(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.

      (b)   That, for purposes of determining any liability under the Securities
            Act of 1933, 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.

      (c)   Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 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 of 1933 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
            against AIG 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 of 1933 and will be
            governed by the final adjudication of such issue.

                                      II-3
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, State of New York, on this 26th day of May,
2004.

                                 AMERICAN INTERNATIONAL GROUP, INC.

                                 By: /s/ M.R. Greenberg
                                     -------------------------------------------
                                     Name: M.R. Greenberg
                                     Title: Chairman and Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS: that each person whose signature appears
below constitutes and appoints M. R. Greenberg, Donald P. Kanak, Howard I. Smith
and Martin J. Sullivan, 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 has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                    TITLE                              DATE
             ---------                                    -----                              ----
Chairman, Chief Executive Officer and
/s/ M.R. GREENBERG                        Director (Principal Executive Officer)         May 26, 2004
------------------------------------
(M.R. Greenberg)

                                          Vice Chairman, Chief Financial
/s/ HOWARD I. SMITH                       Officer, Chief Administrative Officer and      May 26, 2004
------------------------------------      Director (Principal Financial Officer)
(Howard I. Smith)

                                          Vice President and Comptroller
/s/ MICHAEL J. CASTELLI                   (Principal Accounting Officer)                 May 26, 2004
------------------------------------
(Michael J. Castelli)

/s/ BERNARD AIDINOFF                      Director                                       May 26, 2004
------------------------------------
(M. Bernard Aidinoff)
SIGNATURE                                    TITLE                              DATE
             ---------                                    -----                              ----
/s/ PEI-YUAN CHIA                         Director                                       May 26, 2004
------------------------------------
(Pei-yuan Chia)

/s/ MARSHALL A. COHEN                     Director                                       May 26, 2004
------------------------------------
(Marshall A. Cohen)

                                          Director
------------------------------------
(William S. Cohen)

/s/ MARTIN S. FELDSTEIN                   Director                                       May 26, 2004
------------------------------------
(Martin S. Feldstein)

/s/ ELLEN V. FUTTER                       Director                                       May 26, 2004
------------------------------------
(Ellen V. Futter)

/s/ CARLA A. HILLS                        Director                                       May 26, 2004
------------------------------------
(Carla A. Hills)

/s/ FRANK J. HOENEMEYER                   Director                                       May 26, 2004
------------------------------------
(Frank J. Hoenemeyer)

/s/ RICHARD C. HOLBROOKE                  Director                                       May 26, 2004
------------------------------------
(Richard C. Holbrooke)

/s/ DONALD P. KANAK                       Director                                       May 26, 2004
------------------------------------
(Donald P. Kanak)

/s/ MARTIN J. SULLIVAN                    Director                                       May 26, 2004
------------------------------------
(Martin J. Sullivan)

/s/ EDMUND S.W. TSE                       Director                                       May 26, 2004
------------------------------------
(Edmund S.W. Tse)

/s/ FRANK G. ZARB                         Director                                       May 26, 2004
------------------------------------
(Frank G. Zarb)
EXHIBIT INDEX
EXHIBIT
 NUMBER                   DESCRIPTION                                 LOCATION
 ------                   -----------                                 --------
4     Instruments defining rights of security            (Incorporated by reference to
          holders American International Group,              AIG's Schedule 14A, Definitive
          Inc. Director Stock Plan ....................      Proxy Statement, dated April 5,
                                                             2004, Appendix H)

    5     Opinion of Kathleen E. Shannon re validity ..      Filed as exhibit hereto.

   15     Letter re unaudited interim financial
          information .................................      Not applicable.

   23     Consents of experts and counsel
          (a) PricewaterhouseCoopers LLP. .............      Filed as exhibit hereto.
          (b) Kathleen E. Shannon, Esq ................      Included in Exhibit 5.

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