Sec Form 4 Filing - GRAF JOHN A @ AMERICAN INTERNATIONAL GROUP INC - 2004-09-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GRAF JOHN A 2. Issuer Name and Ticker or Trading Symbol AMERICAN INTERNATIONAL GROUP INC [ (AIG)] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Exec. Vice President (Last) (First) (Middle) AMERICAN INTERNATIONAL GROUP, INC., 70 PINE STREET 3. Date of Earliest Transaction (MM/DD/YY) 09/15/2004 (Street) NEW YORK, NY10270 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/15/2004 M 5,000 A $ 47 5,000 D Common Stock 09/15/2004 M 5,000 A $ 61.3 10,000 D Common Stock 09/15/2004 M 289,499 A $ 65.77 299,499 D Common Stock 09/15/2004 S 80,999 D $ 71.12 218,500 D Common Stock 09/15/2004 S 13,400 D $ 71.13 205,100 D Common Stock 09/15/2004 S 20,400 D $ 71.14 184,700 D Common Stock 09/15/2004 S 21,500 D $ 71.15 163,200 D Common Stock 09/15/2004 S 23,200 D $ 71.16 140,000 D Common Stock 09/15/2004 S 7,600 D $ 71.17 132,400 D Common Stock 09/15/2004 S 7,800 D $ 71.18 124,600 D Common Stock 09/15/2004 S 100 D $ 71.19 124,500 D Common Stock 09/15/2004 S 8,000 D $ 71.2 116,500 D Common Stock 09/15/2004 S 600 D $ 71.22 115,900 D Common Stock 09/15/2004 S 1,300 D $ 71.23 114,600 D Common Stock 09/15/2004 S 2,100 D $ 71.24 112,500 D Common Stock 09/15/2004 S 44,000 D $ 71.25 68,500 D Common Stock 09/15/2004 S 7,200 D $ 71.26 61,300 D Common Stock 09/15/2004 S 7,800 D $ 71.27 53,500 D Common Stock 09/15/2004 S 12,700 D $ 71.28 40,800 D Common Stock 09/15/2004 S 1,900 D $ 71.29 38,900 D Common Stock 09/15/2004 S 18,500 D $ 71.3 20,400 D Common Stock 09/15/2004 S 6,300 D $ 71.31 14,100 D Common Stock 09/15/2004 S 7,900 D $ 71.32 6,200 D Common Stock 09/15/2004 S 6,200 D $ 71.35 0 D Common Stock 4,245.01 I By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 65.77 09/15/2004 M 289,499 08/29/2001 01/17/2011 Common Stock 289,499 ( 1 ) 0 D Employee Stock Option (Right to Buy) $ 61.3 09/15/2004 M 5,000 12/16/2006 12/16/2012 Common Stock 5,000 ( 2 ) 15,000 D Employee Stock Option (Right to Buy) $ 47 09/15/2004 M 5,000 02/10/2007 02/10/2013 Common Stock 5,000 ( 2 ) 15,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GRAF JOHN A AMERICAN INTERNATIONAL GROUP, INC. 70 PINE STREET NEW YORK, NY10270 Former Exec. Vice President Signatures By: /s/ Kathleen E. Shannon, by power of attorney for 09/17/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options were granted under American General Corporation's 1999 Stock and Incentive Plan. Upon the acquisition of American General Corporation by American International Group, Inc. on August 29, 2001, all options granted under American General Corporation's 1999 Stock and Incentive Plan became vested and exercisable. ( 2 )These options were granted under AIG's 1999 Stock Option Plan. Pursuant to the terms of the plan, 25% of the option becomes exercisable on the anniversary date of the grant in each of the four years following the grant.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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