UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES AND EXCHANGE ACT OF 1934

         Date of report (Date of earliest event reported): May 10, 2005


                       AMERICAN INTERNATIONAL GROUP, INC.
               (Exact Name of Registrant as Specified in Charter)


       Delaware                      1-8787                   13-2592361
   (State or Other           (Commission File Number)       (IRS Employer
   Jurisdiction of                                          Identification No.)
   Incorporation)


                                 70 Pine Street
                            New York, New York 10270
                    (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (212) 770-7000

                   ------------------------------------------
         (Former name or Former Address, if Changed Since Last Report)


      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      [ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

      [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

      [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

      [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))




Section 1 - Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

         Each of the following members of American International Group,
Inc.'s ("AIG") board of directors entered into an agreement relating to the
advancement of expenses by AIG: M. Bernard Aidinoff; Pei-yuan Chia; Marshall A.
Cohen; William S. Cohen; Martin S. Feldstein; Ellen V. Futter; Stephen L.
Hammerman; Carla A. Hills; Frank J. Hoenemeyer; Richard C. Holbrooke; George L.
Miles, Jr.; Morris W. Offit; and Frank G. Zarb. A copy of the form of the
agreement and a related undertaking letter are attached as Exhibit 10.1 to this
Current Report on Form 8-K and are incorporated into this Item 1.01.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.
     
      (c) Exhibits.

      Exhibit 10.1  Form of agreement and related undertaking letter, dated
                    May 9, 2005.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                       AMERICAN INTERNATIONAL GROUP, INC.
                                                 (Registrant)

Date: May 16, 2005                      By /s/ KATHLEEN E. SHANNON
                                        ------------------------------------
                                        Name:  Kathleen E. Shannon
                                        Title: Senior Vice President
                                               and Secretary

'                                 EXHIBIT INDEX


Exhibit No.                     Description
-----------                     -----------

10.1                            Form of agreement and related undertaking
                                letter, dated May 9, 2005.