ALUMINUM CO OF AMERICA
10-Q, 1998-08-06
PRIMARY PRODUCTION OF ALUMINUM
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                            FORM 10-Q

               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549
                                
                                

     (Mark One)
          [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934

                              OR

          [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended June 30, 1998   Commission File Number 1-3610


                   ALUMINUM COMPANY OF AMERICA
                                
                                
     (Exact name of registrant as specified in its charter)
                                

     PENNSYLVANIA                       25-0317820

(State of incorporation)   (I.R.S. Employer Identification No.)
                                
425 Sixth Avenue - Alcoa Building, Pittsburgh, Pennsylvania 15219-1850
                                
     (Address of principal executive offices)               (Zip Code)
                                

               Office of Investor Relations  412-553-3042
               Office of the Secretary       412-553-4707
                                
       (Registrant's telephone number including area code)
                                
     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months,
and (2) has been subject to such filing requirements for the past
90 days.

                                        Yes  X    No

     As of August 4, 1998, 183,294,405 shares of common stock,
par value $1.00, of the Registrant were outstanding.


A07-15900


                             -1-

                 PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>

Alcoa and subsidiaries
Condensed Consolidated Balance Sheet
(in millions)

                                                          (unaudited)        
                                                            June 30      December 31
                                                             1998           1997
                                                             ----           ----
<S>                                                       <C>            <C>
ASSETS                                                                   
Current assets:                                              
  Cash and cash equivalents (includes cash of $320.3 in 
  1998 and $100.8 in 1997)                                $   834.2      $   800.8
  Short-term investments                                       74.8          105.6
  Accounts receivable from customers, less allowances:        
    1998-$63.7; 1997-$36.6                                  2,447.5        1,581.2
  Other receivables                                           171.1          216.4
  Inventories (b)                                           1,887.1        1,312.6
  Deferred income taxes                                       242.2          172.3
  Prepaid expenses and other current assets                   259.6          228.0
                                                          ---------      ---------
    Total current assets                                    5,916.5        4,416.9
                                                          ---------      ---------
                                                             
Properties, plants and equipment, at cost                  17,862.9       15,254.0
Less, accumulated depreciation, depletion and                
  amortization                                              8,788.9        8,587.5
                                                          ---------      ---------
    Net properties, plants and equipment                    9,074.0        6,666.5
                                                          ---------      ---------
Other assets                                                2,586.1        1,987.2
                                                          ---------      ---------
    Total assets                                          $17,576.6      $13,070.6
                                                          =========      =========
                                                          
LIABILITIES                                                  
Current liabilities:                                         
  Short-term borrowings                                   $   461.6      $   347.7
  Accounts payable, trade                                   1,041.6          811.7
  Accrued compensation and retirement costs                   439.4          436.0
  Taxes, including taxes on income                            397.0          334.2
  Other current liabilities                                   779.9          375.7
  Long-term debt due within one year                          162.8          147.2
                                                          ---------      ---------
    Total current liabilities                               3,282.3        2,452.5
                                                          ---------      ---------
Long-term debt, less amount due within one year (c)         3,703.4        1,457.2
Accrued postretirement benefits                             1,898.8        1,749.6
Other noncurrent liabilities and deferred credits           1,628.4        1,271.2
Deferred income taxes                                         411.2          281.0
                                                          ---------      ---------
    Total liabilities                                      10,924.1        7,211.5
                                                          ---------      ---------
                                                             
MINORITY INTERESTS                                          2,301.5        1,439.7
                                                          ---------      ---------
                                                             
SHAREHOLDERS' EQUITY                                         
Preferred stock                                                55.8           55.8
Common stock                                                  178.9          178.9
Additional capital                                            573.1          578.1
Retained earnings                                           4,965.2        4,717.3
Treasury stock, at cost                                    (1,022.7)        (758.0)
Accumulated other comprehensive income (d)                   (399.3)        (352.7)
                                                          ---------      ---------
    Total shareholders' equity                              4,351.0        4,419.4
                                                          ---------      ---------
     Total liabilities and shareholders' equity           $17,576.6      $13,070.6
                                                          =========      =========



The accompanying notes are an integral part of the financial statements.

</TABLE>
                             -2-

<TABLE>
<CAPTION>

Alcoa and subsidiaries
Condensed Statement of Consolidated Income (unaudited)
(in millions, except per share amounts)



                                                Second quarter        Six months
                                                    ended              ended
                                                   June 30            June 30
                                                   -------            -------
                                                                    
                                                 1998      1997      1998      1997
                                                 ----      ----      ----      ----
<S>                                              <C>       <C>       <C>
REVENUES                                                        
Sales                                         $3,587.0   $3,432.0  $7,032.1  $6,663.1
Other income                                      18.3       37.7      46.4      79.0
                                               -------    -------   -------   -------
                                               3,605.3    3,469.7   7,078.5   6,742.1
                                               -------    -------   -------   -------

COSTS AND EXPENSES                                              
Cost of goods sold                             2,760.0    2,602.1   5,378.2   5,091.1
Selling, general administrative and other                               
  expenses                                       154.2      160.5     308.0     319.5
Research and development expenses                 27.9       34.7      52.4      70.3
Provision for depreciation, depletion and                       
  amortization                                   186.1      181.1     370.9     363.7
Special items (e)                                  -          -         -        (4.6)
Interest expense                                  41.8       33.4      81.0      70.7
Taxes other than payroll taxes                    30.0       33.9      62.1      67.7
                                               -------    -------   -------   -------
                                               3,200.0    3,045.7   6,252.6   5,978.4
                                               -------    -------   -------   -------
                                                                
EARNINGS                                                        
  Income before taxes on income                  405.3      424.0     825.9     763.7
Provision for taxes on income (f)                135.8      148.0     276.7     266.9
                                               -------    -------   -------   -------
  Income from operations                         269.5      276.0     549.2     496.8
Less: Minority interests' share                  (62.4)     (68.4)   (132.2)   (130.1)
                                               -------    -------   -------   ------- 
NET INCOME                                    $  207.1   $  207.6  $  417.0  $  366.7
                                               =======    =======   =======   =======

EARNINGS PER SHARE (g)                                          
   Basic                                      $   1.24   $   1.19  $   2.49  $   2.11
                                               =======    =======   =======   =======
                                                    
                                   
   Diluted                                    $   1.24   $   1.18  $   2.48  $   2.09
                                               =======    =======   =======   =======
                                    
Dividends paid per common share               $   .375   $    .25  $    .75  $   .475
                                               =======    =======   =======   =======
                                                                
                                
The accompanying notes are an integral part of the financial statements.

</TABLE>

                             -3-

<TABLE>
<CAPTION>

Alcoa and subsidiaries
Condensed Statement of Consolidated Cash Flows (unaudited)
(in millions)
                                                                Six months ended
                                                                    June 30
                                                                    -------
                                                               1998          1997
                                                               ----          ----
<S>                                                            <C>           <C>
CASH FROM OPERATIONS                                         
Net income                                                  $   417.0     $   366.7
Adjustments to reconcile net income to cash from             
operations:
  Depreciation, depletion and amortization                      377.5         371.4
  Increase (reduction) in deferred income taxes                  (1.0)          4.4
  Equity income before additional taxes, net of dividends        (1.5)        (13.6)
  Non-cash special items                                          -            (4.6)
  Book value of asset disposals                                  18.4          14.5
  Minority interests                                            132.2         130.1
  Other                                                           1.2         (11.1)
  Increase in receivables                                      (132.4)       (146.6)
  Reduction in inventories                                       87.0          59.9
  (Increase) reduction in prepaid expenses and other         
   current assets                                                23.5          (1.9)
  Reduction in accounts payable and accrued expenses            (23.3)        (55.6)
  Increase (reduction) in taxes, including taxes on income       (9.0)         49.2
  Cash received on long-term alumina supply contract              -           240.0
  Increase (reduction) in deferred hedging gains                  6.1         (60.1)
  Net change in noncurrent assets and liabilities                25.3          (9.3)
                                                             --------      --------

    CASH FROM OPERATIONS                                        921.0         933.4
                                                             --------      --------
                                                             
FINANCING ACTIVITIES
Net changes in short-term borrowings                            (40.8)         17.7
Common stock issued and treasury stock sold                      23.8         151.1
Repurchase of common stock                                     (293.5)       (150.1)
Dividends paid to shareholders                                 (126.0)        (83.3)
Dividends paid and return of capital to minority interests     (117.1)       (257.5)
Additions to long-term debt                                   1,593.0         362.2
Payments on long-term debt                                     (231.7)       (430.3)
                                                             --------      --------
    CASH FROM (USED FOR) FINANCING ACTIVITIES                   807.7        (390.2)
                                                             --------      --------
                                                               
INVESTING ACTIVITIES                                         
Capital expenditures                                           (366.5)       (408.6)
Acquisitions, net of cash acquired                           (1,352.7)          -
Proceeds from the sale of assets                                  -           193.2
Additions to investments                                        (37.9)          (.7)
Net change in short-term investments                             30.9         (56.1)
Changes in minority interests                                    39.8          24.4
Other                                                            (8.1)         (6.8)
                                                            ---------      --------
    CASH USED FOR INVESTING ACTIVITIES                       (1,694.5)       (254.6)
                                                            ---------      --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                           (.8)         (4.4)
                                                            ---------      --------

CHANGES IN CASH                                              
Net change in cash and cash equivalents                          33.4         284.2
Cash and cash equivalents at beginning of year                  800.8         598.1
                                                            ---------      --------
    CASH AND CASH EQUIVALENTS AT END OF PERIOD             $    834.2     $   882.3
                                                            =========      ========

The accompanying notes are an integral part of the financial statements.
   
</TABLE>

                             -4-

      Notes to Condensed Consolidated Financial Statements
               (in millions, except share amounts)
   
Notes:
   
(a)  Summarized consolidated financial data for Alcoa Aluminio S.A.
     (Aluminio) and Alcoa of Australia Limited (AofA) begin on page 19.
   
(b)  Inventories consisted of:

     <TABLE>
     <CAPTION>
                                    June 30        December 31
                                      1998            1997
                                      ----            ---- 
     <S>                            <C>            <C>                                            
     Finished goods                 $  491.8        $  314.9
     Work in process                   509.5           433.0
     Bauxite and alumina               296.2           263.9
     Purchased raw materials           426.5           197.3
     Operating supplies                163.1           103.5
                                     -------         -------
                                    $1,887.1        $1,312.6
                                     =======         =======
                                  
     </TABLE>

     Approximately 61% of total inventories at June 30, 1998 was 
     valued on a LIFO basis.  If valued on an average cost basis, 
     total inventories would have been $787.6 and $769.8 higher
     at June 30, 1998 and December 31, 1997, respectively.
   
(c)  In January 1998, Alcoa issued $300 of 6.75% bonds due 2028.
     The net proceeds were used for general corporate purposes.  
     In June 1998, Alcoa issued $200 of 6.125% bonds due in 2005, 
     $250 of 6.5% bonds due in 2018 and $675 of commercial paper.  
     The proceeds from the June offerings were used to fund the 
     Alumax transaction, see Note I for additional detail.
   
(d) The calculation of comprehensive income is as follows:
   
    <TABLE>
    <CAPTION>
                                       Second quarter        Six months
                                           ended               ended
                                          June 30             June 30
                                          -------             -------
                                      1998     1997       1998      1997
                                      ----     ----       ----      ----
       <S>                             <C>      <C>        <C>       <C>
       Net income                    $207.1   $207.6     $417.0    $366.7
       Other comprehensive loss       (32.5)   (58.7)     (46.6)   (136.9)
       Comprehensive income          $174.6   $148.9     $370.4    $229.8
                                
    </TABLE>
   
(e)  A net pre-tax gain of $4.6 (an after-tax loss of $1.1)
     was recorded in the 1997 first quarter related to
     special items.  Asset sales generated income of $25.0,
     while increases to environmental reserves and an
     impairment at a U.S. manufacturing facility resulted in
     a charge of $20.4.
   
(f)  The income tax provision for the period is based on the
     effective tax rate expected to be applicable for the
     full year.  The 1998 second quarter rate of 33.5%
     differs from the statutory rate primarily because of
     lower tax rates on foreign income.
   
                             -5-

(g)  Basic earnings per share (EPS) amounts are computed by
     dividing earnings applicable to common stockholders by
     the average number of common shares outstanding.
     Diluted EPS amounts assume the issuance of common stock
     for all potentially dilutive equivalents outstanding.
     Anti-dilutive outstanding stock options have been
     excluded from the diluted EPS calculation.  The detail
     of basic and diluted EPS follow:
   
<TABLE>                                               
<CAPTION>
                                               Second quarter        Six months
                                                    ended               ended
                                                   June 30             June 30
                                                   -------             -------
                                              1998       1997      1998     1997
                                              ----       ----      ----     ----
<S>                                           <C>        <C>       <C>      <C>
Net income                                  $207.1     $207.6    $417.0   $366.7
Less: Preferred stock dividends                 .5         .5       1.0      1.0 
                                             -----      -----     -----    -----
Income available to common stockholders     $206.6     $207.1    $416.0   $365.7
Weighted average shares outstanding          166.1      173.3     167.0    173.1
Basic EPS                                    $1.24      $1.19     $2.49    $2.11
                                            ======     ======    ======   ======
Effect of dilutive securities:                                 
Add Shares issuable upon exercise                              
  of outstanding stock options                 1.0        1.7       1.0      1.7
  Diluted shares outstanding                 167.1      175.0     168.0    174.8
Diluted EPS                                  $1.24      $1.18     $2.48    $2.09
                                            ======     ======    ======   ====== 

</TABLE>   

(h)  On February 6, 1998, Alcoa completed its acquisition of
     Inespal, S.A. of Madrid, Spain.  Alcoa paid
     approximately $150 in cash and assumed $260 of debt and
     liabilities in exchange for substantially all of
     Inespal's businesses.  Inespal is an integrated aluminum
     producer with 1997 revenues of $1,100.  The acquisition
     included an alumina refinery, three aluminum smelters,
     three aluminum rolling facilities, two extrusion plants,
     an administrative center and related sales offices in
     Europe.
   
(i)  On March 9, 1998, Alcoa and Alumax Inc. (Alumax)
     announced that they had entered into an agreement under
     which Alcoa was to acquire all of the outstanding shares
     of Alumax for a combination of cash and stock.  On 
     June 16, 1998, after approval by the U.S. Department of
     Justice (DOJ) and other regulatory agencies, Alcoa
     completed the first step of the acquisition by
     purchasing approximately 51% of the outstanding shares
     of Alumax at $50 per share.  Following approval by
     Alumax shareholders at a special meeting on July 31,
     1998, Alcoa completed the acquisition by exchanging its
     common stock for the remaining shares of Alumax at a
     ratio of .6975 share of Alcoa stock per share of Alumax
     stock.  The exchange resulted in Alcoa issuing
     18,425,380 shares to Alumax shareholders.  The transaction 
     was valued at approximately $3,800,   including the 
     assumption of debt, and will be accounted for using the 
     purchase method.  The purchase price includes cash and 
     stock paid to Alumax shareholders as well as other direct 
     costs of the acquisition. The purchase price allocation 
     is preliminary, the final allocation is subject to 
     valuation and other studies that have not been completed.  
     The goodwill resulting from the acquisition will be 
     amortized over a forty-year period.  Alcoa's results of 
     operations for the 1998 second quarter do not include 
     any amounts relative to Alumax, as the income generated 
     during the two week period in which Alcoa owned 51% of 
     Alumax was not material to Alcoa's earnings.
    
                             -6-

     As part of the agreement with the DOJ and its related 
     approval of the Alumax transaction, Alcoa agreed to 
     divest its cast plate operations in Vernon, CA.  Annual 
     sales for these operations are approximately $30 million.  
     Alcoa does not anticipate that this divestiture will have 
     a material impact on its operations.
   
     The following presents pro forma information assuming 
     that the acquisition of 100% of Alumax by Alcoa had 
     occurred at the beginning of each respective year.  
     Adjustments that have been included to arrive at the 
     pro forma totals primarily include those related to 
     acquisition financing, the amortization of goodwill, the 
     elimination of transactions between Alcoa and Alumax and 
     additional depreciation related to the increase in basis 
     that resulted from the transaction.  Tax effects from the 
     pro forma adjustments noted above also have been included.

     <TABLE>                                        
     <CAPTION>
                                             Six months
                                               ended
                                              June 30
                                              -------
                                         1998          1997
                                         ----          ----
     <S>                                <C>           <C>
     Sales                           $8,477.4      $7,978.0
     Net income                         427.5         392.8
     Basic earnings per share            2.31          2.05
     Diluted earnings per share          2.29          2.03
   
     </TABLE>

     The pro forma results are not necessarily indicative of 
     what actually would have occurred if the transaction 
     had been in effect for the entire periods presented, 
     are not intended to be a projection of future results, 
     and do not reflect any cost savings that might be 
     achieved from the combined operations.
     
(j)  In June 1998, the Financial Accounting Standards Board
     issued SFAS 133, "Accounting for Derivative Instruments
     and Hedging Activities."  The standard requires that
     entities value all derivative instruments at fair value
     and record the instruments on the balance sheet.  The
     standard also significantly changes the requirements for
     hedge accounting.  The standard is required to be adopted
     by Alcoa for the 2000 first quarter.  The Company believes
     that SFAS 133 will have a material impact on its financial
     statements as its current aluminum, foreign exchange and
     interest rate derivative contracts will be recorded on the
     balance sheet at fair value.  Management is currently
     assessing the details of how the standard will impact its
     financial statements and is preparing a plan of
     implementation.
   
                             -7-

     In the opinion of the Company, the financial statements
     and summarized financial data in this Form 10-Q report
     include all adjustments, including those of a normal
     recurring nature, necessary to fairly state the results
     for the periods.  This Form 10-Q report should be read
     in conjunction with the Company's annual report on Form
     10-K for the year ended December 31, 1997.
   
     The financial information required in this Form 10-Q by
     Rule 10-01 of Regulation S-X has been subject to a
     review by PricewaterhouseCoopers LLP, the Company's
     independent certified public accountants, as described
     in their report on page 9.
   
                             -8-
   
Independent Auditor's Review Report
   
To the Shareholders and Board of Directors
Aluminum Company of America (Alcoa)
   
   
    We have reviewed the unaudited condensed consolidated
balance sheet of Alcoa and subsidiaries as of June 30,
1998, the unaudited condensed statements of consolidated
income for the three-month and six-month periods ended
June 30, 1998 and 1997, and the unaudited condensed
statement of consolidated cash flows for the six-month
periods ended June 30, 1998 and 1997, which are included
in Alcoa's Form 10-Q for the period ended June 30, 1998.
These financial statements are the responsibility of
Alcoa's management.
   
    We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants.  A review of interim financial information
consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible 
for financial and accounting matters.  It is substantially 
less in scope than an audit conducted in accordance with 
generally accepted auditing standards, the objective of 
which is the expression of an opinion regarding the 
financial statements taken as a whole.  Accordingly, we do 
not express such an opinion.
   
    Based on our review, we are not aware of any material
modifications that should be made to the condensed
consolidated financial statements referred to above for
them to be in conformity with generally accepted
accounting principles.
   
    We have previously audited, in accordance with
generally accepted auditing standards, the consolidated
balance sheet of Alcoa and subsidiaries as of December 31,
1997, and the related statements of consolidated
income, shareholders' equity, and cash flows for the year
then ended (not presented herein).  In our report dated
January 8, 1998, except for Note V, for which the date is
February 6, 1998, we expressed an unqualified opinion on
those consolidated financial statements.  In our opinion,
the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 1997, is
fairly stated, in all material respects, in relation to
the consolidated balance sheet from which it has been
derived.
   
   
/s/ PricewaterhouseCoopers LLP
   
   
PricewaterhouseCoopers LLP
   
Pittsburgh, Pennsylvania
July 7, 1998, except for Note i,
for which the date is August 5, 1998
   
                             -9-

Management's Discussion and Analysis of the
Results of Operations and Financial Condition
(dollars in millions, except share amounts)

<TABLE>
<CAPTION>

Results of Operations

Principal income and operating data follow.

                                       Second quarter ended    Six months ended
                                             June 30                June 30
                                             -------                -------
                                         1998        1997       1998      1997
                                         ----        ----       ----      ----
<S>                                      <C>         <C>        <C>       <C>
Sales                                 $3,587.0    $3,432.0   $7,032.1  $6,663.1
Net income                               207.1       207.6      417.0     366.7
Basic earnings per common share           1.24        1.19       2.49      2.11
Diluted earnings per common share         1.24        1.18       2.48      2.09
Shipments of aluminum products (1)         866         760      1,644     1,480
Shipments of alumina (1)                 1,888       1,780      3,811     3,549

<FN>
(1)  in thousands of metric tons (mt)

</TABLE>

Overview
Alcoa earned $207.1 or $1.24 per common share for the second
quarter of 1998, compared with $207.6 or $1.19 per share, in the
1997 second quarter.  For the first half of 1998, earnings were
$417.0, or $2.49 per share, versus $366.7 or $2.11 per share in
the 1997 six-month period.  The 1997 first half included special
charges of $1.1 related to asset sales, increases to
environmental reserves and an impairment at a U.S. manufacturing
facility.

The improved earnings level for the first half of 1998 was due to
higher aluminum shipments, resulting in part from the Inespal
acquisition, and a better product mix.  Gains from these
improvements were offset by lower aluminum prices, which have
fallen 16% on the London Metal Exchange (LME) since the beginning
of 1998.

AofA's pretax income from operations for the 1998 second quarter
and year-to-date periods was down $34.1 and $50.3, respectively,
from the comparable 1997 periods.  Lower realized prices for
alumina and aluminum, partially offset by higher alumina
shipments, were the primary reasons for the declines.

In Brazil, Aluminio's second quarter and year-to-date 1998 pretax
income from operations decreased $15.4 and $12.8, respectively,
from the comparable 1997 periods.  Aluminio's results reflect the
effect of divestitures, which reduced revenues by $97.9 from the
1997 six-month period.  In addition, lower volumes for ingot and
lower aluminum prices also had a negative effect on pretax
income.

                             -10-

Consolidated revenues and shipment information by segment
follows.

<TABLE>
<CAPTION>

Alumina and Chemicals Segment

                                  Second quarter ended    Six months ended   
                                         June 30              June 30
                                         -------              -------
                                    1998        1997      1998        1997
                                    ----        ----      ----        ----
<S>                                 <C>         <C>       <C>         <C>
Alumina and chemicals revenues    $ 481       $ 499     $ 974       $ 994
Alumina shipments (000 mt)        1,888       1,780     3,811       3,549

</TABLE>

Total revenues for the Alumina and Chemicals segment in the 1998
second quarter fell 4% when compared with the 1997 second
quarter.  Year-to-date, revenues decreased 2% from the 1997
period.

Alumina revenues for the 1998 second quarter were down 9% as
realized prices fell 14% and shipments increased 6%.  Year-to-
date, revenues decreased 5% as realized prices declined 11% and
shipments rose 7% over the 1997 six-month period.  Although
alumina shipments have increased substantially from 1997,
realized prices have declined to a greater degree, resulting in
lower revenues.

Revenues from chemical products rose 4% and 1%, respectively,
from the 1997 second quarter and six-month periods.  The
acquisition of Inespal in the 1998 first quarter was the primary
reason for the increases.

The entities jointly owned by Alcoa and WMC Limited of Australia
(WMC), known as Alcoa World Alumina and Chemicals (AWAC),
produced 5,941 mt of alumina during the 1998 six-month period,
compared with 5,088 mt in the comparable 1997 period.  Of the
1998 six-month amount, 3,811 mt was shipped to third-party
customers.

<TABLE>
<CAPTION>

Aluminum Processing Segment

                              Second quarter ended    Six months ended
                                    June 30               June 30
                                    -------               -------
 Product classes                1998        1997      1998        1997
 ---------------                ----        ----      ----        ----
 <S>                            <C>         <C>       <C>         <C>
 Shipments (000 mt)                                       
   Flat-rolled products          392         369       753         698
   Aluminum ingot                302         227       548         457
   Engineered products           146         144       295         287
   Other aluminum products        26          20        48          38
                              ------      ------    ------      ------
 Total                           866         760     1,644       1,480
                                                          
 Revenues                                                 
   Flat-rolled products       $1,138      $1,051    $2,210      $1,948
   Aluminum ingot                445         379       836         759
   Engineered products           672         639     1,313       1,244
   Other aluminum products        75          74       139         149
                              ------      ------    ------      ------
 Total                        $2,330      $2,143    $4,498      $4,100
                                                          
</TABLE>

Flat-rolled products - Total flat-rolled products revenue rose 8%
from the 1997 second quarter and 13% from the 1997 year-to-date
period.  The increases were due primarily to higher shipments for
sheet and plate along with increased shipments resulting from the
Inespal acquisition by Alcoa in February 1998.

                             -11-

The majority of revenues and shipments for flat-rolled products
are derived from rigid container sheet (RCS), which is used to
produce aluminum beverage can bodies and can ends.  RCS revenues
were up 5% from the 1997 six-month period, but declined 4% when
compared with the 1997 second quarter.  In the 1998 second
quarter, shipments fell 5% while prices were up slightly; in the
1998 six-month period realized prices increased 4% while
shipments fell 1%.

Sheet and plate revenues in the 1998 second quarter were up 26%
compared with the 1997 quarter and 27% on a year-to-date basis.
The increases were primarily due to higher shipments, which
increased 29% and 22% from the 1997 quarter and year-to-date
periods.  Higher sheet and plate shipments were driven by the
Inespal acquisition along with a strong transportation market.

Aluminum ingot - Revenues for this product were up 17% in the
1998 quarter and 10% in the 1998 six-month period.  The increases
are due to higher shipments, with the 1998 quarter rising 34% and
the half-year increasing 20%.  Lower shipments from AofA and
Aluminio were more than offset by increased shipments from
Alcoa's European smelters.  In the aluminum ingot market, LME
ingot inventories have decreased 15% this year at the same time
that the 3-month LME ingot price has fallen 16%.

Engineered products - These products include extrusions used in
the transportation and construction markets, aluminum forgings
and wire, rod and bar.  Revenues from the sale of engineered
products increased 5% in the 1998 second quarter while prices
rose 4%.  Year-to-date, revenues and prices were up 6% and 2%,
respectively.

Revenues for extruded products were higher by 16% and 11% from
the 1997 second quarter and six-month periods.  Prices rose 3%
and 6% over the same periods, while shipments were up 13% and 4%,
respectively.  The primary reasons for the revenue increases are
higher shipments in Europe and higher prices for hard alloy
extrusions, used primarily by the transportation markets.

Revenues from the sale of forged aluminum wheels increased 31%
and 32% from the 1997 quarter and six-month periods.  The
increases were primarily a result of shipments from Alcoa's new
European wheels facility, which began operations late in the 1997
second quarter.  Prices were essentially unchanged in both
periods.

Other aluminum products - Revenues from sales of other aluminum
products for the 1998 year-to-date period were 7% lower than
those in the 1997 period.  Lower sales of aluminum closures, with
revenues decreasing 32% as Alcoa sold its Richmond, In. closure
facility in 1997, were partially offset by higher revenues from
the sale of scrap.

                             -12-

Nonaluminum Segment
Revenues for the Nonaluminum Segment were $776 in the 1998 second
quarter, down 2% from the 1997 quarter. For the half-year,
revenues of $1,560 were essentially unchanged from the year ago
period.  The lack of revenue growth in this segment from a year-
to-date perspective is the result of the sale of a portion of the
cable business in Brazil and lower revenues from building
products.  These decreases were offset by a 7% increase in
revenues at Alcoa Fujikura (AFL) and a 13% increase in revenues
in the plastic closures businesses.

Cost of Goods Sold
Cost of goods sold increased $157.9, or 6%, from the 1997 second
quarter.  Year-to-date, the increase was $287.1, also 6%.  The
increases reflect the effect of acquisitions, higher volumes and
a higher value-added product mix partially offset by the impact
of divestitures.  Cost of goods sold as a percentage of revenues
was 76.5%, or .1 points higher than in the 1997 year-to-date
period.

Other Income & Expenses
Other income totaled $18.3 for the 1998 second quarter, a decrease
of $19.4 from the 1997 period.  Losses from mark-to-market metal
trading activities increased $22.7 from the 1997 quarter resulting
in the decrease.  For the 1998 six-month period, other income fell
to $46.4 again due to higher losses from mark-to-market activities
partially offset by higher interest and equity income.

Selling, general and administrative expenses decreased $6.3 and
$11.5 from the year-ago quarter and six-month periods.  Lower
spending, partially offset by the addition of Inespal in the 1998
first quarter, were the primary reasons for the declines.

Interest expense was up $10.3 from the 1997 six-month period. In
January 1998, Alcoa issued $300 of 6.75% bonds due 2028, the net
proceeds of which were used for general corporate purposes.
Additionally, in June 1998, Alcoa issued $200 of 6.125% bonds due
in 2005, and $250 of 6.5% bonds due in 2018.  The proceeds from
these two bonds were used to fund the Alumax transaction.

The income tax provision for the period is based on the effective
tax rate expected to be applicable for the full year.  The 1998
second quarter rate of 33.5% differs from the statutory rate
primarily because of lower tax rates on foreign income.

Minority interests' share of income from operations decreased 9%
from the 1997 second quarter, primarily due to lower earnings at
Aluminio and AofA, partially offset by an increase in earnings at
AFL.

Commodity Risks
Alcoa is a leading global producer of aluminum ingot and aluminum
fabricated products.  Aluminum ingot is an internationally
priced, sourced and traded commodity.  The principal trading
market for ingot is the LME.  Alcoa participates in this market
by buying and selling forward portions of its aluminum
requirements and output.

                             -13-

In the normal course of business, Alcoa enters into long-term
contracts with a number of its fabricated products customers.  At
December 31, 1997, such contracts totaled approximately 2,093,000
mt.  Alcoa may enter into similar arrangements in the future.

In order to hedge the risk of higher prices for the anticipated
metal purchases required to fulfill these long-term customer
contracts, Alcoa enters into long positions, principally using
futures and options.  Alcoa follows a stable pattern of
purchasing metal; therefore it is highly likely that anticipated
metal requirements will be met.  At June 30, 1998 and December
31, 1997, these contracts totaled approximately 452,000 mt and
1,084,000 mt, respectively.

The futures and options contracts limit the unfavorable effect of
price increases on metal purchases and likewise limit the
favorable effect from price declines.  The contracts are with
creditworthy counterparties and are further supported by cash,
treasury bills, or irrevocable letters of credit issued by
carefully chosen banks.

For financial accounting purposes, the gains and losses on the
hedging contracts are reflected in earnings concurrent with the
hedged costs.  Alcoa intends to close out the hedging positions
at the time it purchases the metal from third parties, thus
creating the right economic match both in time and price.  The
cash flows from these contracts are classified in a manner
consistent with the underlying nature of the transactions.

In addition, Alcoa had 157,000 mt and 259,000 mt of LME contracts
outstanding at June 30, 1998 and December 31, 1997, respectively,
that cover long-term fixed-price commitments to supply customers
with metal from internal sources.  Accounting convention requires
that these contracts be marked-to-market, which resulted in after-
tax losses of $21.1 and gains of $7.1 at June 30, 1998 and 1997,
respectively.

Alcoa also purchases certain other commodities, such as gas and
copper, for its operations and enters into futures contracts to
eliminate volatility in the prices of such products.  None of
these contracts are material.

Financial Risk
Alcoa is subject to significant exposure from fluctuations in
foreign currencies.  As a matter of company policy, foreign
currency exchange contracts, including forwards and options, are
used to manage transactional exposure to changes in currency
exchange rates.  The forward contracts principally cover firm
commitments.  Options generally are used to hedge anticipated
transactions.

Alcoa also attempts to maintain a reasonable balance between
fixed and floating rate debt and uses interest rate swaps and
caps to keep financing costs as low as possible.

                             -14-

Risk Management
All of the aluminum and other commodity contracts, as well as the
various types of financial instruments, are straightforward.
They are used primarily to mitigate uncertainty and volatility,
and principally cover underlying exposures.
     
Alcoa's commodity and derivative activities are subject to the
management, direction and control of the Strategic Risk
Management Committee (SRMC).  It is composed of the chief
executive officer, the president, the chief financial officer and
other officers and employees as the chief executive officer may
select from time to time.  SRMC reports to the Board of Directors
at each of its scheduled meetings on the scope of its derivatives
activities.

Environmental Matters

Alcoa continues to participate in environmental assessments
and cleanups at a number of locations, including at operating
facilities and adjoining properties, at previously owned or
operated facilities and at Superfund and other waste sites. A
liability is recorded for environmental remediation costs or
damages when a cleanup program becomes probable and the costs
or damages can be reasonably estimated.

As assessments and cleanups proceed, the liability is
adjusted based on progress in determining the extent of
remedial actions and related costs and damages.  The
liability can change substantially due to factors such as the
nature and extent of contamination, changes in remedial
requirements and technological changes.  For example, there
are certain matters, including several related to alleged
natural resource damage or alleged off-site contaminated
sediments, where investigations are ongoing.  It is not
possible to determine the outcomes or to estimate with any
degree of certainty the ranges of potential costs for these
matters.  However, with the exception of the Massena/Grasse
River and Pt. Comfort/Lavaca Bay locations described below,
based upon available information and current reserves,
management of Alcoa does not believe that it is reasonably
possible that the results of operation could be materially
affected by existing environmental contingencies.

Massena/Grasse River - Sediments and fish in the Grasse River
adjacent to Alcoa's Massena, New York plant site contain
varying levels of polychlorinated biphenyl (PCB).  Alcoa has
been identified by the US Environmental Protection Agency
(EPA) as potentially responsible for this contamination and,
since 1989, has been conducting investigations and studies of
the river under order from the EPA issued under the
Comprehensive Environmental Response, Compensation and
Liability Act.  By the end of 1998, Alcoa expects to submit
the results of its studies and recommendations of feasible
remedial alternatives.  The costs to complete a remedy are
not currently capable of estimation since they will depend on
the remedial method chosen.  Alcoa is also aware of a natural
resource damage claim that may be asserted by certain
federal, state and tribal natural resource trustees at this
location.

                             -15-

Pt. Comfort/Lavaca Bay - In 1990, Alcoa began discussions
with certain state and federal natural resource trustees
concerning alleged releases of mercury from its Point
Comfort, Texas, facility to the adjacent Lavaca Bay.  In
March 1994 EPA listed the "Alcoa (Point Comfort)/Lavaca Bay
Site" on the National Priorities List and, shortly
thereafter, Alcoa and EPA entered into an administrative
order on consent under which Alcoa is obligated to conduct
certain remedial investigations and feasibility studies.  By
the end of 1998, Alcoa expects to submit certain studies,
including a remedial investigation, a baseline risk
assessment and a feasibility study.  Alcoa has proposed and
recently has received approval from EPA to fortify an
offshore dredge disposal island, potentially including the
removal of certain mercury contaminated sediments adjacent to
Alcoa's plant in and near routinely dredged navigation
channels.  The probable and estimable costs of these actions
are fully reserved.  Additional costs to complete a remedy
are not capable of estimation due to the inability to
determine whether and where additional amounts of material
might require removal.  Since the order agreed to with EPA,
Alcoa and the natural resource trustees have continued
efforts to understand natural resource injury and ascertain
appropriate restoration alternatives.  That process is
expected to be completed within the next 12 to 24 months.

Alcoa's remediation reserve balance at the end of the 1998
second quarter was $219.6 (of which $56.3 was classified as a
current liability) and reflects the most probable costs to
remediate identified environmental conditions for which costs
can be reasonably estimated.  About 23% of the reserve
relates to Alcoa's Massena, New York plant site and 21%
relates to Alcoa's Pt. Comfort, Texas plant site.
Remediation expenses charged to the reserve during the 1998
second quarter were $10.7.  They include expenditures
currently mandated as well as those not required by any
regulatory authority or third party.

Included in annual operating expenses are the recurring costs
of managing hazardous substances and environmental programs.
These costs are estimated to be about 2% of cost of goods
sold.

Liquidity and Capital Resources

Cash from Operations
Cash from operations during the 1998 six-month period was $921.0,
a $12.4 decrease from the comparable 1997 period.  The primary
driver of the decrease was a $240.0 cash payment on a long-term
alumina supply contract that was received in 1997.  The effect of
this item was partially offset by higher earnings, lower working
capital requirements and changes in deferred hedging contracts.

Financing Activities
Financing activities used $807.7 of cash during the first six
months of 1998.  This included $293.5 to repurchase 3,962,300
shares of the Company's common stock.  Dividends paid to
shareholders were $126.0 in the 1998 six-month period, an
increase of $42.7 over the 1997 period. The increase was
primarily due to Alcoa's bonus dividend program, which paid out
12.5 cents in the 1998 first and second quarters above the base
dividend of 25 cents.  There was no bonus dividend in 1997.
Dividends paid and return of capital to minority interests
totaled $117.1 in the 1998 six-month period versus $257.5 in the
comparable 1997 period.  In the 1997 period, AWAC and AofA
returned funds to their investors, resulting in the decline.

                             -16-

In the 1998 six-month period, Alcoa issued $1,593 of long-term
debt.  The debt was comprised principally of $675 of commercial
paper, $250 of term debt due in 2018, $200 of term debt due in
2005 and $300 of thirty year bonds due in 2028.  The net proceeds
were used for the Alumax transaction and general corporate
purposes.  Debt as a percentage of invested capital was 35.8% at
the end of the 1998 second quarter compared with 19.9% at year-
end 1997.

Investing Activities
Investing activities used $1,694.5 during the 1998 six-month
period, compared with $254.6 in the 1997 period.  Alcoa's
purchase of 51% of the outstanding stock of Alumax was the
primary use of funds in the six-month period.  In addition,
capital expenditures totaled $366.5, down $42.1 from the 1997
period.  The 1997 six-month period also included $193.2 from the
sale of Alcoa's Caradco, Arctek, Alcoa Composites, Norcold,
Dayton Technologies and Richmond, Indiana facilities.

Accounting Rule Change

A new accounting rule was issued by the American Institute of
CPA's in April, 1998.  The rule, "Reporting on the Costs of Start-
Up Activities," requires that costs incurred to open a new
facility, introduce a new product, commence a new operation or
other similar activities be expensed as incurred.  Management
does not believe that this standard, which will be adopted for
1999, will have a material impact on Alcoa's financial
statements.

In June, 1998, the Financial Accounting Standards Board issued
SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities."  The standard requires that entities value all
derivative instruments at fair value and record the instruments
on the balance sheet.  The standard also significantly changes
the requirements for hedge accounting.  The standard is required
to be adopted by Alcoa for the 2000 first quarter.  The Company
believes that SFAS 133 will have a material impact on its
financial statements as its current aluminum, foreign exchange
and interest rate derivative contracts will be recorded on the
balance sheet at fair value.  Management is currently assessing
the details of how the standard will impact its financial
statements and is preparing a plan of implementation.

Year 2000 Issue

Alcoa, assisted by outside consultants, has conducted a review of
its administrative and process control computer systems to
identify areas that are affected by the "Year 2000" issue.  The
Year 2000 issue is the result of computer programs being written
using two digits (rather than four) to define the applicable
year.  This could result in computational errors as dates are
compared across the century boundary.  The vast majority of the
Company's products do not contain embedded systems, such as
microprocessors or other electronic components, and thus are not
susceptible to Year 2000 issues in their operation.

Plans detailing the tasks and resources required to complete Year
2000 readiness for the Company's administrative and process
control computer systems are being concluded during the 1998
third quarter. The Company's process control systems include
monitoring and control devices used in plants and other operating
locations.  Many of these systems are common across operating
locations, resulting in information sharing and efficiencies in
assessment and remediation.  The total costs associated with any
required modifications for these critical systems is not expected
to be material to the Company's financial position.

                             -17-

The Company is assessing supply continuity through a survey of
its supplier base, with key suppliers targeted for direct
meetings.  In addition, the Company is in the process of
integrating Alumax's Year 2000 efforts into its overall
implementation plan.

An unexpected Year 2000 problem could result in an interruption
to certain normal business activities or operations.  However,
based on the work completed to date and the expected completion
of its Year 2000 project, the Company believes that significant
interruptions will not be encountered.

                             -18-

<TABLE>
<CAPTION>
                                     
Alcoa and subsidiaries

Summarized unaudited consolidated financial data for Aluminio, a
Brazilian subsidiary effectively owned 59% by Alcoa, follow.

                                           June 30    December 31
                                           -------    -----------
                                            1998          1997
                                            ----          ----
<S>                                         <C>           <C>
Cash and short-term investments         $   316.7     $    305.8
Other current assets                        385.3          389.8
Properties, plants and equipment, net       811.0          825.4
Other assets                                242.9          233.1
                                         --------      ---------

      Total assets                        1,755.9        1,754.1
                                         --------      --------- 
                                         
Current liabilities                         292.3          316.8
Long-term debt                              399.6          403.2
Other liabilities                            89.0           88.5
                                         --------      ---------       
                                         
      Total liabilities                     780.9          808.5
                                         --------      --------- 
                                         
            Net assets                  $   975.0     $    945.6
                                         ========      =========

</TABLE>

<TABLE>                                  
<CAPTION>
                                      Second quarter ended      Six months ended
                                            June 30                 June 30
                                            -------                 -------
                                        1998        1997        1998        1997
                                        ----        ----        ----        ----
<S>                                     <C>         <C>         <C>         <C>
Revenues (1)                         $  219.8     $ 316.3     $ 493.2     $ 604.5
Costs and expenses                     (212.9)     (293.5)     (462.0)     (559.3)
Translation and exchange adjustments       .5         -           1.1         (.1)
Income tax (expense) benefit             (1.4)       (4.5)       (2.9)       (9.0)
                                      -------      ------      ------      ------
                                                                
Net income                           $    6.0     $  18.3     $  29.4     $  36.1
                                      =======      ======      ======      ======
                                                                      
Alcoa's share of net income          $    3.5     $  10.8     $  17.3     $  21.3
                                      =======      ======      ======      ======

<FN>
 (1) Revenues from Alcoa and its subsidiaries, the terms of which were
     established by negotiations between the parties, follow.

     Second quarter ended June 30:    1998 - $3.5, 1997 - $2.5
     Six months ended June 30:        1998 - $5.5, 1997 - $4.9

</TABLE>

                             -19-

<TABLE>
<CAPTION>

Alcoa and subsidiaries

Summarized unaudited consolidated financial data for AofA, an
Australian subsidiary, 60% owned by Alcoa, follow.

                                             
                                          June 30     December 31
                                           1998          1997
                                           ----          ----
<S>                                        <C>           <C>
Cash and short-term investments          $    6.7      $    9.5
Other current assets                        401.5         386.1
Properties, plants and equipment, net     1,332.2       1,385.9
Other assets                                 84.5          86.2
                                          -------       -------
                                              
Total assets                              1,824.9       1,867.7
                                          -------       -------
                                              
Current liabilities                         277.2         304.1
Long-term debt                              262.5         225.3
Other liabilities                           359.0         361.6
                                          -------       -------
                                              
Total liabilities                           898.7         891.0
                                          -------       -------
                                              
Net assets                               $  926.2      $  976.7
                                          =======       =======

</TABLE>

<TABLE>
<CAPTION>

                                  Second quarter ended     Six months ended
                                        June 30                June 30
                                        -------                -------
                                    1998        1997       1998        1997
                                    ----        ----       ----        ----
<S>                                 <C>         <C>        <C>         <C>
Revenues (1)                      $  411.2    $  504.5   $  853.0    $  996.2
Costs and expenses                  (324.2)     (383.4)    (654.8)     (747.7)
Income tax (expense) benefit         (33.4)      (42.7)     (73.2)      (89.6)
                                   -------     -------    -------     -------
                                                               
Net income                        $   53.6    $   78.4   $  125.0    $  158.9
                                   =======     =======    =======     =======
                                   
Alcoa's share of net income       $   32.2    $   47.0   $   75.0    $   95.3
                                   =======     =======    =======     =======

<FN>
(1) Revenues from Alcoa and its subsidiaries, the terms of which were
    established by negotiations between the parties, follow.

    Second quarter ended June 30:    1998 - $15.3, 1997 - $14.90
    Six months ended June 30:        1998 - $28.4, 1997 - $27.6


</TABLE>

                             -20-

                   PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

     Region 5 of the United States EPA has referred various
alleged environmental violations at Alcoa's Warrick Operations to
the civil division of the DOJ.  The alleged violations stem from
an April 1997 multi-media environmental inspection of Warrick
Operations by EPA.  The alleged violations relate to water permit
exceedances as reported on monthly discharge monitoring reports,
wastewater toxicity issues and alleged opacity violations.  Alcoa
agreed to enter into a tolling agreement to suspend the statute
of limitations related to the alleged violations in this matter
on March 16, 1998, in order to facilitate settlement discussions
with DOJ and EPA which are ongoing at this time.  

     On May 13, 1998, an action was filed in the Superior Court
of Riverside County, California allegedly on behalf of more than
500 plaintiffs who currently live, or formerly lived, in the Glen
Avon, California area.  The plaintiffs, who claim to have
suffered personal injuries, both physical and emotional, as well
as property damage, as a result of air and water contamination
due to the escape of toxic wastes from the Stringfellow disposal
site.  The complaint, which names Alcoa, Alumax and more than 130
other companies as defendants, has not been served on either
Alcoa or Alumax and no investigation or discovery regarding the
claims asserted has been conducted.
     
     As previously reported, The New York State Department of
Environmental Conservation (DEC), in a letter dated October 10,
1997, notified Alcoa that its Massena, New York facility
allegedly is in violation of certain air pollution control
requirements.  The allegations included operation of certain
emission sources without permits, non-compliance with permitting
and control standards for sulfur dioxide and violation of
requirements related to the deposition of fluoride on vegetation.
In early March 1998, the Company agreed to an Order on Consent
with the DEC.  Resolution includes a civil penalty of $57,500.
The settlement became effective on March 6, 1998.
     
     On August 17, 1995, Alumax Inc. filed suit in the United
States District Court for the Eastern District of Arkansas
against Hot Metal Molding, Inc. alleging infringement of a
process patent held by Alumax that is used in semi-solid forming
applications.  The litigation was expanded by order of the Court
to include Ormet Primary Aluminum Corporation ("Ormet"), the
exclusive North American licensee of Pechiney Corporation's
technology for casting thixotropic billet, and by Alumax's motion
to add certain subsidiaries and affiliates of Buhler AG, a Swiss
manufacturer of die casting machines as defendants in the action.
Ormet filed counterclaims alleging that the patent is invalid,
void and unenforceable and seeking a declaratory judgment that
the patent would not be infringed by the use of Ormet's billet in
any diecasting application.  On October 3, 1997, certain
defendants filed counterclaims against Alumax, alleging
violations of the Sherman and Clayton Acts for which they seek
injunctive relief and treble damages in an unspecified amount.
The Court granted all parties leave to amend their pleadings in
January 1998, and trial was scheduled to begin in early July
1998.  On May 14, 1998, Alumax and Hot Metal Molding entered into
a settlement agreement whereby Hot Metal Molding was granted a
non-exclusive license, retroactively to January 1, 1992, in
respect of the patent and certain other Alumax patents.  On June
14, 1998, Alumax entered into a similar agreement with Buhler AG.
Hot Metal Molding and Buhler AG dismissed all claims and counter
claims. Alumax voluntarily dismissed its contributory
infringement claim against Ormet and moved to challenge Ormet's
standing to pursue antitrust counterclaims against Alumax.
Although the Court denied Alumax's motion at a hearing on June
26, 1998, Alumax intends to seek reconsideration of that motion.

                             -21-

     In December 1996, JMB Realty Corporation (JMB) filed a
complaint for declaratory relief and damages against Alcoa and
two subsidiaries, Alcoa Properties, Inc. and Alcoa Securities
Corporation in the Circuit Court of Cook County, Illinois.  JMB
claimed that it was entitled to a rebate of approximately $80
million (including interest through mid-1998) from Alcoa arising
from a stock transaction that occurred in 1986 in which a
subsidiary of JMB purchased the outstanding stock of
substantially all of Alcoa's real estate holding subsidiaries.
JMB also sought an order canceling three promissory notes that it
made and delivered to Alcoa.  JMB owed Alcoa approximately $60
million on the notes (including interest through mid-1998).  In
response to JMB's suit, Alcoa denied that any rebate is owed to
JMB, and counterclaimed for collection of the outstanding balance
due on the notes.  In June 1998, the Court granted a motion for
partial summary judgment filed by Alcoa, and entered judgment on
the notes against JMB.  Later that month, the parties settled the
issues between them.  The settlement led to a net payment to
Alcoa in June 1998.


Item 4.  Submission of Matters to a Vote of Security Holders
At the annual meeting of Alcoa shareholders held on May 8, 1998,
Hugh M. Morgan was elected, and Henry B. Schacht and Franklin A.
Thomas were reelected, as directors of Alcoa to serve for three-
year terms.  Votes cast for Mr. Morgan were 143,640,315 and votes
withheld were 1,366,057; votes cast for Mr. Schacht were
143,677,549 and votes withheld were 1,328,823; and votes cast for
Mr. Thomas were 143,614,081 and votes withheld were 1,392,291.

Also at that annual meeting, a proposal to approve an amendment
to Alcoa's Articles of Incorporation and a proposal to approve an
amendment to Alcoa's Long Term Stock Incentive Plan were adopted.
Total votes cast for the amendment to the Articles of
Incorporation were 123,048,366, votes cast against were
21,638,718 and there were 319,288 abstentions.  Total votes cast
for the amendment to the Long Term Stock Incentive Plan were
110,926,065, votes cast against were 23,410,374 and there were
481,767 abstentions.  Additionally, a proposal submitted by a
shareholder regarding certain charitable contributions by Alcoa
was defeated.  Total votes cast for the shareholder proposal were
2,401,623, votes cast against were 127,769,063 and there were
4,647,520 abstentions.  Abstentions are not counted for voting
purposes under Pennsylvania law, the jurisdiction of Alcoa's
incorporation.

Item 6.  Exhibits and Reports on Form 8-K.

(a)  Exhibits
       3. Articles of the Registrant as amended
      12. Computation of Ratio of Earnings to Fixed Charges
      15. Independent Accountants' letter regarding unaudited
          financial information
      27. Financial Data Schedule
      99. Unaudited Pro Forma Condensed Consolidated Financial
          Statements

(b)  Alcoa filed a Form 8-K, dated June 10, 1998, with the
Securities and Exchange Commission that included Unaudited Pro
Forma Condensed Consolidated Financial Statements prepared in
connection with the acquisition by Alcoa of Alumax Inc.  Alcoa
filed a Form 8-K on July 15, 1998 that included three press
releases issued by Alcoa relating to second quarter earnings, a
quarterly common stock dividend and cost-cutting goals,
respectively.  Alcoa also filed a Form 8-K on July 31, 1998 that
included a press release issued by Alcoa announcing the
completion of the Alumax merger.
                              
                             -23- 
                              
                              SIGNATURES
   
   
   
   Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
   
   
   
                              ALUMINUM COMPANY OF AMERICA
   
   
   
   
   August 5, 1998             By /s/ RICHARD B. KELSON
   Date                       Richard B. Kelson
                              Executive Vice President and
                              Chief Financial Officer
                              (Principal Financial Officer)
   
   
   
   
   August 5, 1998             By /s/ EARNEST J. EDWARDS
   Date                       Earnest J. Edwards
                              Senior Vice President and Controller
                              (Chief Accounting Officer)
   
                             -24-
   
                            EXHIBITS
   
   
                                                            Page
                                                            ----
    3. Articles of the Registrant as amended
   12. Computation of Ratio of Earnings to Fixed Charges     26
   15. Independent Accountants' letter regarding unaudited   27
         financial information
   27.  Financial Data Schedule                             
   
                             -25-


                                                   EXHIBIT 3(i)
                   
                   ALUMINUM COMPANY OF AMERICA


                            ARTICLES

                      (As Amended May 1998)


     FIRST.  The name of the corporation is Aluminum Company of
America.

     SECOND.  The location and post office address of the
corporation's current registered office is 1501 Alcoa Building,
Mellon Square, Pittsburgh, Pennsylvania.

     THIRD.  The purpose or purposes of the corporation are:  to
acquire and dispose of deposits of and rights to bauxite, clay,
ores and minerals of any sort or description, and to acquire,
extract, treat and dispose of any materials recovered or
recoverable therefrom; to reduce ores of aluminum and any and all
other ores to their basic metals; to manufacture, alloy and
fabricate any and all metals into articles of commerce; to
acquire, produce, transport, trade in and dispose of goods, wares
and merchandise of every class and description; to purchase,
lease, or otherwise acquire improved or unimproved real property,
leaseholds, easements and franchises, to manage, use, deal with
and improve the same or any part thereof, and to sell, exchange,
lease, sublease, or otherwise dispose of any of said property or
the improvements thereon or any part thereof; to acquire, use and
dispose of all land, minerals, materials, apparatus, machinery
and other agencies, means and facilities, to perform all
operations, and to do all things, necessary, convenient or
incident to the foregoing; and to carry on any business directly
or indirectly related thereto; and the corporation shall have
unlimited power to engage in and to do any lawful act concerning
any or all lawful business for which corporations may be
incorporated under the Pennsylvania Business Corporation Law.

     FOURTH.  The term for which the corporation is to exist is
perpetual.

     FIFTH.  The authorized capital of the corporation shall be
660,000 shares of Serial Preferred Stock of the par value of $100
per share, 10,000,000 shares of Class B Serial Preferred Stock of
the par value of $1.00 per share and 600,000,000 shares of Common
Stock of the par value of $1.00 per share.

     Hereinafter in this Article Fifth, the term "Preferred
Stock" shall mean each of the Serial Preferred Stock and the
Class B Serial Preferred Stock.

     A description of each class of shares which the corporation
shall have authority to issue and a statement of the rights,
voting powers, preferences, qualifications, limitations,
restrictions and the special or relative rights granted to or 

                            -1-

imposed upon the shares of each class and of the authority vested
in the Board of Directors of the corporation to establish series
of the Preferred Stock and to fix and determine the variations in
the relative rights and preferences as between the series thereof
are as follows:

     1.   Establishment of Series of Preferred Stock.  Preferred
Stock shall be issued in one or more series.  Each series shall
be designated by the Board of Directors so as to distinguish the
shares thereof from the shares of all other series and classes.
The Board of Directors may, by resolution, from time to time
divide shares of Preferred Stock into series and fix and
determine the number of shares and, subject to the provisions of
this Article Fifth, the relative rights and preferences of any
series so established, provided that all shares of Preferred
Stock shall be identical except as to the following relative
rights and preferences, in respect of any or all of which there
may be variations between different series, namely:  the rate of
dividend (including the date from which dividends shall be
cumulative and, with respect to Class B Serial Preferred Stock,
whether such dividend rate shall be fixed or variable and the
methods, procedures and formulas for the recalculation or
periodic resetting of any variable dividend rate); the price at,
and the terms and conditions on, which shares may be redeemed;
the amounts payable on shares in the event of voluntary or
involuntary liquidation; sinking fund provisions for the
redemption or purchase of shares in the event shares of any
series are issued with sinking fund provisions; and the terms and
conditions on which the shares of any series may be converted in
the event the shares of any series are issued with the privilege
of conversion.  Each share of any series of Preferred Stock shall
be identical with all other shares of such series, except as to
date from which dividends shall be cumulative.

     2.   Dividends.

     (a)  The holders of Serial Preferred Stock of any series
shall be entitled to receive, when and as declared by the Board
of Directors, out of surplus or net profits legally available
therefor, cumulative dividends at the rate of dividend fixed by
the Board of Directors for such series as hereinbefore provided,
and no more, payable quarter yearly on the first days of January,
April, July and October in each year.  The dividends on any
shares of Serial Preferred Stock shall be cumulative from such
date as shall be fixed for that purpose by the Board of Directors
prior to the issue of such shares or, if no such date shall be so
fixed by the Board of Directors, from the quarter yearly dividend
payment date next preceding the date of issue of such shares.

     (b)  The holders of Class B Serial Preferred Stock of any
series shall be entitled to receive, when and as declared by the
Board of Directors or any authorized committee thereof, out of
funds legally available therefor, cumulative dividends at the
rate of dividend fixed by the Board of Directors for such series
including any such rate which may be reset or recalculated from
 

                             -2-

time to time pursuant to procedures or formulas established 
therefor by the Board of Directors, and no more; provided, 
however, that no dividend shall be declared or paid on the Class
B Serial Preferred Stock so long as any of the Serial Preferred
Stock remains outstanding, unless all quarter yearly dividends
accrued on the Serial Preferred Stock and the dividend thereon
for the current quarter yearly dividend period shall have been
paid or declared and a sum sufficient for the payment thereof set
apart.  The dividends on any shares of Class B Serial Preferred
Stock shall be cumulative from such date as shall be fixed for
that purpose by the Board of Directors prior to the issue of such
shares or, if no such date shall be so fixed by the Board of
Directors, from the dividend payment date for such series next
preceding the date of issue of such shares.  If full cumulative
dividends on shares of a series of Class B Serial Preferred Stock
have not been paid or declared and a sum sufficient for the
payment thereof set apart, dividends thereon shall be declared
and paid pro rata to the holders of such series entitled thereto.
Accrued dividends shall not bear interest.

     (c)  The holders of Common Stock shall be entitled to
receive dividends, when and as declared by the Board of
Directors, out of surplus or net profits legally available
therefor, provided, however, that no dividend shall be declared
or paid on the Common Stock so long as any of the Preferred Stock
remains outstanding, unless all dividends accrued on all classes
of Preferred Stock and the dividend on Serial Preferred Stock for
the current quarter yearly dividend period shall have been paid
or declared and a sum sufficient for the payment thereof set
apart.

     3.   Liquidation.  In the event of any liquidation,
dissolution or winding up of the corporation, whether voluntary
or involuntary, then before any payment or distribution shall be
made to the holders of Common Stock or Class B Serial Preferred
Stock the holders of Serial Preferred Stock shall be entitled to
be paid such amount as shall have been fixed by the Board of
Directors as hereinbefore provided, plus all dividends which have
accrued on the Serial Preferred Stock and have not been paid or
declared and a sum sufficient for the payment thereof set apart.
Thereafter, the holders of Class B Serial Preferred Stock of each
series shall be entitled to be paid such amount as shall have
been fixed by the Board of Directors as hereinbefore provided,
plus all dividends which have accrued on the Class B Serial
Preferred Stock and have not been paid or declared and a sum
sufficient for the payment thereof set apart.  Thereafter, the
remaining assets shall belong to and be divided among the holders
of the Common Stock.  The consolidation or merger of the
corporation with or into any other corporation or corporations or
share exchange or division involving the corporation in pursuance
of applicable statutes providing for the consolidation, merger,
share exchange or division shall not be deemed a liquidation,
dissolution or winding up of the corporation within the meaning
of any of the provisions of this subdivision.

     4.   Voting Rights.  The holders of Preferred Stock shall
have no voting rights except as otherwise required by law or
hereinafter provided:

                             -3-
          
          (a)  If at any time the amount of any dividends on
Preferred Stock which have accrued and which have not been paid
or declared and a sum sufficient for the payment thereof set
apart shall be at least equal to the amount of four quarter
yearly dividends, the holders of Preferred Stock shall have one
vote per share, provided, however, that such voting rights of the
holders of Preferred Stock shall continue only until all quarter
yearly dividends accrued on the Preferred Stock have been paid or
declared and a sum sufficient for the payment thereof set apart.

          (b)  Without the consent of the holders of at least a
majority of the shares of Preferred Stock at the time
outstanding, given in person or by proxy, either in writing or by
vote at a meeting called for that purpose at which the holders of
Preferred Stock shall vote as a class,

               (i)  no additional class of stock ranking on a
parity with the Preferred Stock as to dividends or assets shall
be authorized;

               (ii) the authorized number of shares of Preferred
Stock or of any class of stock ranking on a parity with the
Preferred Stock as to dividends or assets shall not be increased;
and

              (iii) the corporation shall not merge or
consolidate with or into any other corporation if the corporation
surviving or resulting from such merger or consolidation would
have after such merger or consolidation any authorized class of
stock ranking senior to or on a parity with the Preferred Stock
except the same number of shares of stock with the same rights
and preferences as the authorized stock of the corporation
immediately preceding such merger or consolidation.

          (c)  Except in pursuance of the provisions of
subdivision 4(b) (iii) of this Article Fifth, without the consent
of the holders of at least sixty-six and two-thirds (66-2/3) per
cent. of the number of shares of Preferred Stock at the time
outstanding, given in person or by proxy, either in writing or by
a vote at a meeting called for that purpose at which the holders
of Preferred Stock shall vote as a class,

               (i)  no change shall be made in the rights and
preferences of the Preferred Stock as set forth in the Articles
of Incorporation or as fixed by the Board of Directors so as to
affect such stock adversely; provided, however, that if any such
change would affect any series of Preferred Stock adversely as
compared with the effect thereof upon any other series of
Preferred Stock, no such change shall be made without the
additional consent given as aforesaid of the holders of at least
sixty-six and two-thirds (66-2/3) per cent. of the number of
shares at the time outstanding of the Preferred Stock of the
series which would be so adversely affected;

                             -4-
               
               (ii) no additional class of stock ranking senior
to the Preferred Stock as to dividends or assets shall be
authorized;

              (iii) the authorized number of shares of any class
of stock ranking senior to the Preferred Stock as to dividends or
assets shall not be increased; and

               (iv) the corporation shall not (a) sell, lease,
convey or part with control of all or substantially all of its
property or business or (b) voluntarily liquidate, dissolve or
wind up its affairs.

     Notwithstanding the foregoing:

               (i)  except as otherwise required by law, the
voting rights of any series of Class B Serial Preferred Stock may
be limited or eliminated by the Board of Directors prior to the
issuance thereof; and

               (ii) provided no shares of Serial Preferred Stock
are then outstanding, any series of Class B Serial Preferred
Stock may be issued with such additional voting rights in the
event of dividend arrearages as the Board of Directors may
determine to be required to qualify such series for listing on
one or more securities exchanges of recognized standing.

     The holders of Common Stock of the corporation shall have
one vote per share.

     5.   Redemption.

     (a)  The corporation, at the option of the Board of
Directors, may redeem the whole or any part of the Serial
Preferred Stock, or the whole or any part of any series thereof,
at any time or from time to time, at such redemption price
therefor as shall have been fixed by the Board of Directors as
hereinbefore provided, plus all dividends which on the redemption
date have accrued on the shares to be redeemed and have not been
paid or declared and a sum sufficient for the payment thereof set
apart.  Notice of every such redemption shall be published not
less than thirty (30) days nor more than sixty (60) days prior to
the date fixed for redemption in a daily newspaper printed in the
English language and published and of general circulation in the
Borough of Manhattan, City and State of New York, and in a daily
newspaper printed in the English language and published and of
general circulation in the City of Pittsburgh, Pennsylvania.
Notice of every such redemption shall also be mailed not less
than thirty (30) days nor more than sixty (60) days prior to the
date fixed for redemption to the holders of record of the shares
of Serial Preferred Stock to be redeemed at their respective
addresses as the same appear upon the books of the corporation;
but no failure to mail such notice or any defect therein or in
the mailing thereof shall affect the validity of the proceedings
for the redemption of any shares of Serial Preferred Stock.  In
case of a redemption of a part only of any series of the Serial

                             -5-

Preferred Stock at the time outstanding, the corporation shall
select shares so to be redeemed in such manner, whether pro rata
or by lot, as the Board of Directors may determine.  Subject to
the provisions herein contained, the Board of Directors shall
have full power and authority to prescribe the manner in which
and the terms and conditions on which the Serial Preferred Stock
shall be redeemed from time to time.  If notice of redemption
shall have been published as hereinbefore provided and if before
the redemption date specified in such notice all funds necessary
for such redemption shall have been set apart so as to be
available therefor, then on and after the date fixed for
redemption the shares of Serial Preferred Stock so called for
redemption, notwithstanding that any certificate therefor shall
not have been surrendered for cancellation, shall no longer be
deemed outstanding and all rights with respect to such shares
shall forthwith cease and terminate except only the right of the
holders thereof to receive upon surrender of certificates
therefor the amount payable upon redemption thereof, but without
interest; provided, however, that if the corporation shall, after
the publication of notice of any such redemption and prior to the
redemption date, deposit in trust for the account of the holders
of the Serial Preferred Stock to be redeemed with a bank or trust
company in good standing, designated in such notice, organized
under the laws of the United States of America or of the State of
New York or of the Commonwealth of Pennsylvania, doing business
in the Borough of Manhattan, The City of New York, or in the City
of Pittsburgh, Pennsylvania, and having a capital, undivided
profits and surplus aggregating at least five million dollars
($5,000,000), all funds necessary for such redemption, then from
and after the time of such deposit the shares of Serial Preferred
Stock so called for redemption, notwithstanding that any
certificate therefor shall not have been surrendered for
cancellation, shall no longer be deemed outstanding and all
rights with respect to such shares shall forthwith cease and
terminate except only the right of the holders of such shares to
receive from such bank or trust company upon surrender of
certificates therefor the amount payable upon redemption thereof,
but without interest.

     All shares of Serial Preferred Stock so redeemed shall be
cancelled and shall not be reissued.

     (b)  The terms and conditions under which the whole or any
part of any series of the Class B Serial Preferred Stock may be
redeemed shall be established by the Board of Directors prior to
the issuance thereof.  Unless otherwise determined by the Board
of Directors, all shares of Class B Serial Preferred Stock so
redeemed or otherwise acquired by the corporation shall be
returned to the status of authorized but unissued shares.

     6.   Preemptive Rights.  Neither the holders of the
Preferred Stock nor the holders of the Common Stock shall be
entitled to participate in any right of subscription to any
increased or additional capital stock of the corporation of any
kind whatsoever.

                             -6-
     
     SIXTH.  In each election of directors every shareholder
entitled to vote shall have the right to cast one vote for each
share of stock standing in his name on the books of the Company
for each of such number of candidates as there are directors to
be elected, but no shareholder shall have any right to cumulate
his votes and cast them for one candidate or distribute them
among two or more candidates.

     SEVENTH.  A.  In addition to any affirmative vote required
by law, the Articles or the By-Laws of the corporation (the
"Company"), and except as otherwise expressly provided in Section
B of this Article Seventh, the Company shall not knowingly
engage, directly or indirectly, in any Stock Repurchase (as
hereinafter defined) from an Interested Shareholder (as
hereinafter defined) without the affirmative vote of not less
than a majority of the votes entitled to be cast by the holders
of all then outstanding shares of Voting Stock (as hereinafter
defined) which are beneficially owned by persons other than such
Interested Shareholder, voting together as a single class.  Such
affirmative vote shall be required notwithstanding the fact that
no vote may be required, or that a lesser percentage or separate
class vote may be specified, by law or in any agreement with any
national securities exchange or otherwise.

     B.   The provisions of Section A of this Article Seventh
shall not be applicable to any particular Stock Repurchase from
an Interested Shareholder, and such Stock Repurchase shall
require only such affirmative vote, if any, as is required by law
or by any other provision of the Articles or the By-Laws of the
Company, or any agreement with any national securities exchange
or otherwise, if the conditions specified in either of the
following Paragraphs (1) or (2) are met:

          (1)  The Stock Repurchase is made pursuant to a tender
offer or exchange offer for a class of Capital Stock (as
hereinafter defined) made available on the same basis to all
holders of such class of Capital Stock.

          (2)  The Stock Repurchase is made pursuant to an open
market purchase program approved by a majority of the Continuing
Directors (as hereinafter defined), provided that such repurchase
is effected on the open market and is not the result of a
privately negotiated transaction.

     C.   For the purposes of this Article Seventh:

          (1)  The term "Stock Repurchase" shall mean any
repurchase, directly or indirectly, by the Company or any
Subsidiary of any shares of Capital Stock at a price greater than
the then Fair Market Value of such shares.

          (2)  The term "Capital Stock" shall mean all capital
stock of the Company authorized to be issued from time to time
under Article FIFTH of the Articles of the Company, and the term
"Voting Stock" shall mean all Capital Stock which by its terms

                             -7-

may be voted on all matters submitted to shareholders of the
Company generally.

          (3)  The term "person" shall mean any individual, firm,
company or other entity and shall include any group comprised of
any person and any other person with whom such person or any
Affiliate or Associate of such person has any agreement,
arrangement or understanding, directly or indirectly, for the
purpose of acquiring, holding, voting or disposing of Capital
Stock.

          (4)  The term "Interested Shareholder" shall mean any
person (other than the Company or any Subsidiary and other than
any savings, profit-sharing, employee stock ownership or other
employee benefit plan of the Company or any Subsidiary or any
trustee of or fiduciary with respect to any such plan when acting
in such capacity) who is on the date in question, or who was at
any time within the two year period immediately prior to the date
in question, the beneficial owner of Voting Stock representing
five percent (5%) or more of the votes entitled to be cast by the
holders of all then outstanding shares of Voting Stock.

          (5)  A person shall be a "beneficial owner" of any
Capital Stock (a) which such person or any of its Affiliates or
Associates beneficially owns, directly or indirectly; (b) which
such person or any of its Affiliates or Associates has, direct-
ly or indirectly, (i) the right to acquire (whether such right is
exercisable immediately or subject only to the passage of time),
pursuant to any agreement, arrangement or understanding or upon
the exercise of conversion rights, exchange rights, warrants or
options, or otherwise, or (ii) the right to vote pursuant to any
agreement, arrangement or understanding; or (c) which is
beneficially owned, directly or indirectly, by any other person
with which such person or any of its Affiliates or Associates has
any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of any shares of Capital
Stock.  For the purposes of determining whether a person is an
Interested Shareholder pursuant to Paragraph 4 of this Section C,
the number of shares of Capital Stock deemed to be outstanding
shall include shares deemed beneficially owned by such person
through application of Paragraph 5 of this Section C, but shall
not include any other shares of Capital Stock that may be
issuable pursuant to any agreement, arrangement or understanding,
or upon exercise of conversion rights, warrants or options, or
otherwise.

          (6)  The terms "Affiliate" and "Associate" shall have
the respective meanings ascribed to such terms in Rule 12b-2
under the Securities Exchange Act of 1934 as in effect on
March 8, 1985 (the term "registrant" in said Rule 12b-2 meaning
in this case the Company).

          (7)  The term "Subsidiary" shall mean any corporation
of which a majority of any class of equity security is
beneficially owned by the Company; provided, however, that for
the purposes of the definition of Interested Shareholder set

                             -8-

forth in Paragraph 4 of this Section C, the term "Subsidiary"
shall mean only a corporation of which a majority of each class
of equity security is beneficially owned by the Company.

          (8)  The term "Continuing Director" shall mean any
member of the Board of Directors of the Company (the "Board"),
while such person is a member of the Board, who is not an
Affiliate or Associate or representative of the Interested
Shareholder and was a member of the Board prior to the time that
the Interested Shareholder became an Interested Shareholder, and
any successor of a Continuing Director, while such successor is a
member of the Board, who is not an Affiliate or Associate or
representative of the Interested Shareholder and is recommended
or elected to succeed the Continuing Director by a majority of
Continuing Directors.

          (9)  The term "Fair Market Value" shall mean (a) in the
case of cash, the amount of such cash; (b) in the case of stock,
the closing sale price on the trading day immediately preceding
the date in question of a share of such stock on the Composite
Tape for New York Stock Exchange-Listed Stocks, or, if such stock
is not quoted on the Composite Tape, on the New York Stock
Exchange, or, if such stock is not listed on such Exchange, on
the principal United States securities exchange registered under
the Act on which such stock is listed, or, if such stock is not
listed on any such exchange, the closing bid quotation with
respect to a share of such stock on the trading day immediately
preceding the date in question on the National Association of
Securities Dealers, Inc. Automated Quotations System or any
similar system then in use, or if no such quotation is available,
the fair market value on the date in question of a share of such
stock as determined by a majority of the Continuing Directors in
good faith; and (c) in the case of property other than cash or
stock, the fair market value of such property on the date in
question as determined in good faith by a majority of the
Continuing Directors.

     D.   The Board of Directors shall have the power and duty to
determine for the purposes of this Article Seventh, on the basis
of information known to them after reasonable inquiry, (a)
whether a person is an Interested Shareholder, (b) the number of
shares of Capital Stock or other securities beneficially owned by
any person, (c) whether a person is an Affiliate or Associate of
another and (d) whether the consideration to be paid in any Stock
Repurchase has an aggregate Fair Market Value in excess of the
then Fair Market Value of the shares of Capital Stock being
repurchased.  Any such determination made in good faith shall be
binding and conclusive on all parties.

     E.   Nothing contained in this Article Seventh shall be
construed to relieve any Interested Shareholder from any
fiduciary obligation imposed by law.

     F.   Notwithstanding any other provisions of the Articles or
the By-Laws of the Company (and notwithstanding the fact that a
lesser percentage or separate class vote may be specified by law,
these Articles or the By-Laws of the Company), the affirmative

                             -9-

vote of the holders of not less than eighty percent (80%) of the
votes entitled to be cast by the holders of all then outstanding
shares of Voting Stock, voting together as a single class, shall
be required to amend or repeal, or adopt any provisions
inconsistent with, this Article Seventh.

     EIGHTH.  A.  The business and affairs of the corporation
(the "Company") shall be managed by a Board of Directors
comprised as follows:

          (1)  The Board of Directors shall consist of the number
of persons fixed from time to time by the Board of Directors
pursuant to a resolution adopted by a majority vote of the
directors then in office.

          (2)  Beginning with the Board of Directors to be
elected at the annual meeting of shareholders held in 1985,
directors shall be classified with respect to the time for which
they shall severally hold office by dividing them into three
classes, as nearly equal in number as possible.  At such meeting,
each class of directors shall be elected in a separate election.
Directors of the first class shall be elected for a term of
office to expire at the 1986 annual meeting of share- holders,
those of the second class shall be elected for a term of office
to expire at the 1987 annual meeting of shareholders, and those
of the third class shall be elected for a term of office to
expire at the 1988 annual meeting of shareholders.  At each
annual election held after the 1985 annual meeting of
shareholders the class of directors then being elected shall be
elected to hold office for a term of office to expire at the
third succeeding annual meeting of shareholders after their
election.  Each director shall hold office for the term for which
elected and until his or her successor shall have been elected
and qualified, except in the case of earlier death, resignation
or removal.

          (3)  Nominations for the election of directors at an
annual meeting of the shareholders may be made by the Board of
Directors or a committee appointed by the Board of Directors or
by any shareholder entitled to vote in the election of direc-
tors at the meeting.  Shareholders entitled to vote in such
election may nominate one or more persons for election as
directors only if written notice of such shareholder's intent to
make such nomination or nominations has been given either by
personal delivery or by United States mail, postage prepaid, to
the Secretary of the Company not later than ninety days prior to
the anniversary date of the immediately preceding annual meeting.
Such notice shall set forth: (a) the name and address of the
shareholder who intends to make the nomination and of the persons
or person to be nominated; (b) a representation that the
shareholder is a holder of record of stock of the Company
entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all arrangements or
understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant
to which the nomination or nominations are to be made by the
shareholder; (d) such other information regarding each nominee

                             -10-

proposed by such shareholder as would be required to be included
in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission as then in effect; and (e) the
consent of each nominee to serve as a director of the Company if
so elected.  The presiding officer of the meeting may refuse to
acknowledge the nomination of any person not made in compliance
with the foregoing procedure.

          (4)  Any director, any class of directors, or the
entire Board of Directors may be removed from office by
shareholder vote at any time, with or without assigning any
cause, but only if shareholders entitled to cast at least 80% of
the votes which all shareholders would be entitled to cast at an
annual election of directors or of such class of directors shall
vote in favor of such removal.

          (5)  Vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of directors,
shall be filled only by a majority vote of the remaining
directors then in office, though less than a quorum, except that
vacancies resulting from removal from office by a vote of the
shareholders may be filled by the shareholders at the same
meeting at which such removal occurs.  All directors elected to
fill vacancies shall hold office for a term expiring at the
annual meeting of shareholders at which the term of the class to
which they have been elected expires.  No decrease in the number
of directors constituting the Board of Directors shall shorten
the term of any incumbent director.

     B.  Notwithstanding any other provisions of the Articles or
the By-Laws of the Company (and notwithstanding the fact that a
lesser percentage or separate class vote may be specified by law,
these Articles or the By-laws of the Company), the affirmative
vote of not less than eighty percent (80%) of the votes which all
shareholders of the then outstanding shares of capital stock of
the Company would be entitled to cast in an annual election of
directors, voting together as a single class, shall be required
to amend or repeal, or adopt any provisions inconsistent with,
this Article Eighth.

     NINTH.  To the fullest extent that the laws of the
Commonwealth of Pennsylvania, as in effect on May 15, 1987 or as
thereafter amended, permit elimination or limitation of the
liability of directors, no director of the corporation shall be
personally liable for monetary damages for any action taken, or
any failure to take any action.  This Article Ninth shall not
apply to any action filed prior to May 15, 1987, nor to any
breach of performance of duty or any failure of performance of
duty occurring prior to May 15, 1987.  The provisions of this
Article shall be deemed to be a contract with each director of
the corporation who serves as such at any time while such
provisions are in effect, and each such director shall be deemed
to be serving as such in reliance on the provisions of this
Article.  Any amendment or repeal of this Article or adoption of
any other provision of the Articles or By-laws of the corporation
which has the effect of increasing director liability shall

                             -11-

operate prospectively only and shall not affect any action taken,
or any failure to act, prior to such amendment, repeal or
adoption.

     TENTH.  Except as prohibited by law, the corporation may
indemnify any person who is or was a director, officer, employee
or agent of the corporation or is or was serving at the request
of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise (including, without limitation, any employee benefit
plan) and may take such steps as may be deemed appropriate by the
Board of Directors, including purchasing and maintaining
insurance, entering into contracts (including, without
limitation, contracts of indemnification between the corporation
and its directors and officers), creating a trust fund, granting
security interests or using other means (including, without
limitation, a letter of credit) to ensure the payment of such
amounts as may be necessary to effect such indemnification.  This
Article shall be effective May 15, 1987.

                             -12-


                                                   EXHIBIT 12


        Computation of Ratio of Earnings to Fixed Charges
             For the six months ended June 30, 1998
                   (in millions, except ratio)

<TABLE>                                                   
<CAPTION>
                                                    
                                                                  1998
                                                                  ----
<S>                                                               <C>
Earnings:                                        
   Income before taxes on income                             $   826.0
   Minority interests' share of earnings of majority-
      owned subsidiaries without fixed charges                    (1.1)
   Equity income                                                 (27.8)
   Fixed charges                                                 102.7
   Proportionate share of income (loss) of 50%-owned              
     persons                                                      20.9
   Distributed income of less than 50%-owned persons               -
   Amortization of capitalized interest                           10.0
                                                              --------
                                                 
      Total earnings                                         $   930.7
                                                 
Fixed Charges:                                   
   Interest expense:                             
      Consolidated                                           $    81.0
      Proportionate share of 50%-owned persons                     1.6
                                                              --------
                                                                  82.6
                                                              --------
                                                 
   Amount representative of the interest factor in rents:
      Consolidated                                                19.9
      Proportionate share of 50%-owned persons                      .2
                                                              --------
                                                                  20.1
                                                              --------
                                                 
   Fixed charges added to earnings                               102.7
                                                              --------
                                                 
   Interest capitalized:                         
      Consolidated                                                 4.3
      Proportionate share of 50%-owned persons                     -
                                                              --------
                                                                   4.3
                                                              --------
                                                 
   Preferred stock dividend requirements of      
      majority-owned subsidiaries                                  -
                                                              --------
                                                 
      Total fixed charges                                    $   107.0
                                                              ========
                                                 
Ratio of earnings to fixed charges                                 8.7
                                                              ========

</TABLE>

                             -26-


                                             EXHIBIT 15

                                             July 7, 1998




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

RE:  Aluminum Company of America

     1.   Form S-8  (Registration Nos.33-24846 and 333-00033)
          Alcoa Savings Plan for Salaried Employees; Alcoa
          Fujikura Ltd. Salaried 401(k) Savings Plan

     2.   Form S-8  (Registration Nos.33-22346, 33-49109,
          33-60305 and 333-27903)
          Long Term Stock Incentive Plan

     3.   Form S-3 (Registration No. 33-60045) and
          Form S-3 (Registration No. 33-64353) and
          Form S-3 (Registration No. 333-59381)
          Debt Securities and Warrants to Purchase Debt Securities,
          Preferred Stock and Common Stock of the Company
          and Trust Preferred Securities of Alcoa Trust I
          
     4.   Form S-4 (Registration No. 333-58227)
          Registration of Alcoa common stock, par value
          $1.00 per share


Ladies and gentlemen:

We are aware that our report dated July 7, 1998, except for 
Note i, for which the date is August 5, 1998, accompanying 
interim financial information of Aluminum Company of America 
(Alcoa) and subsidiaries for the six-month period ended 
June 30, 1998, is incorporated by reference in the 
registration statements referred to above.  Pursuant to 
Rule 436 (c) under the Securities Act of 1933, this report 
should not be considered as part of a registration state-
ment prepared or certified by us within the meaning of 
Sections 7 and 11 of that Act.

Very truly yours,


/s/  PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

                            -27-

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                         834,200
<SECURITIES>                                    74,800
<RECEIVABLES>                                2,447,500
<ALLOWANCES>                                    63,700
<INVENTORY>                                  1,887,100
<CURRENT-ASSETS>                             5,916,500
<PP&E>                                      17,862,900
<DEPRECIATION>                               8,788,900
<TOTAL-ASSETS>                              17,576,600
<CURRENT-LIABILITIES>                        3,282,300
<BONDS>                                      3,866,200
                                0
                                     55,800
<COMMON>                                       178,900
<OTHER-SE>                                   4,116,300
<TOTAL-LIABILITY-AND-EQUITY>                17,576,600
<SALES>                                      7,032,100
<TOTAL-REVENUES>                             7,078,500
<CGS>                                        5,378,200
<TOTAL-COSTS>                                5,378,200
<OTHER-EXPENSES>                               370,900
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              81,000
<INCOME-PRETAX>                                825,900
<INCOME-TAX>                                   276,700
<INCOME-CONTINUING>                            417,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   417,000
<EPS-PRIMARY>                                     2.49
<EPS-DILUTED>                                     2.48
        

</TABLE>

                                                     EXHIBIT 99



UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following Unaudited Pro Forma Condensed Consolidated
Financial Statements are based on and should be read in
conjunction with the historical consolidated financial statements
of Alcoa and Alumax, adjusted to give effect to the Alumax merger
and related transactions.  The Unaudited Pro Forma Condensed
Consolidated Statement of Income does not (a) purport to
represent what the results of operations actually would have been
if the Alumax merger had occurred as of the date indicated or
what such results will be for any future periods or (b) give
effect to certain non-recurring charges expected to result from
the acquisition.

The Unaudited Pro Forma Condensed Consolidated Statement of
Income for the six month period ended June 30, 1998 gives effect
to the Alumax merger and related transactions as if such
transactions had occurred on January 1, 1998.  The Unaudited Pro
Forma Condensed Consolidated Balance Sheet as of June 30, 1998
gives effect to the Alumax merger and related transactions as if
such transactions had occurred on that date.

The pro forma adjustments are based upon available information
and include certain assumptions and adjustments which the
managements of Alcoa and Alumax believe to be reasonable.  These
adjustments are directly attributable to the transactions
referenced above and are expected to have a continuing impact on
Alcoa's business, results of operations and financial position.
Alcoa has completed an initial assessment of potential benefits
from cost savings related to combining operations, with
efficiency opportunities estimated to be $300 million over the
next one and a half years.  No adjustments have been made to
these pro forma's related to potential recurring benefits from
these cost savings.  The purchase of Alumax will be accounted for
using the purchase method of accounting, pursuant to which the
total purchase costs of the acquisition will be allocated to the
tangible and intangible assets and liabilities acquired based
upon their estimated fair values.  The purchase price allocation
is preliminary, based on facts currently known to the companies.
Alcoa and Alumax are not aware of any significant unrecorded
obligations or contingencies, and do not believe that the final
purchase price allocation will materially differ.  The final
allocation of the purchase price will be made based upon
valuations and other studies that have not been completed.

<TABLE>
<CAPTION>

Unaudited Pro Forma Condensed Consolidated Balance Sheet


                                              As of June 30, 1998
                                     -------------------------------------
                                     Historical    Pro Forma     Pro Forma
                                     Alcoa (A)    Adjustments
                                     -------------------------------------
                                                  (in millions)
<S>                                  <C>          <C>            <C>
Assets                                            
Current Assets:                                   
 Cash, cash equivalents and                         
  short-term investments             $  909.0     $  (183.9)(C)   $  725.1
 Receivables from customers, less     
  allowance                           2,447.5          -           2,447.5
 Inventories                          1,887.1          36.2 (B)    1,923.3
 Prepaid expenses and other current     
  assets                                672.9          -             672.9
                                     --------      --------       --------
Total current assets                  5,916.5        (147.7)       5,768.8
Net properties, plant and   
equipment                             9,074.0         669.3 (B)    9,743.3
Other assets                          2,586.1         240.4 (B)     
                                                       (3.9)(B)    
                                                       26.3 (B)    2,848.9
                                     --------      --------       --------
    Total Assets                    $17,576.6     $   784.4      $18,361.0
                                     ========      ========       ========

Liabilities                                       
Current liabilities:                              
 Short term borrowings              $   461.6     $     -        $   461.6
 Accounts payable                     1,041.6           -          1,041.6
 Accrued liabilities                  1,616.3          40.3 (B)    1,656.6
 Long-term debt due within one  
  year                                  162.8           -            162.8
                                     --------      --------       --------
Total current liabilities             3,282.3          40.3        3,322.6
Long-term debt                        3,703.4           -          3,703.4
Accrued postretirement benefits       1,898.8           -          1,898.8
Other noncurrent liabilities and             
  deferred credits                    1,628.4            .8 (B)    1,629.2
Deferred income taxes                   411.2         240.4 (B)      651.6
                                     --------      --------       --------
    Total liabilities                10,924.1         281.5       11,205.6
Minority interests                    2,301.5        (817.9)(B)    1,483.6
Shareholders' Equity
Preferred stock                          55.8           -             55.8
Common stock                            178.9          18.4 (C)      197.3
Additional capital                      573.1       1,302.4 (C)    1,875.5
Retained earnings                     4,965.2           -          4,965.2
Treasury stock, at cost              (1,022.7)          -         (1,022.7)
Accumulated other comprehensive        
  income                               (399.3)          -           (399.3)
                                     --------      --------       --------
   Total shareholders' equity         4,351.0       1,320.8        5,671.8
                                     --------      --------       --------
    Total liabilities and equity    $17,576.6     $   784.4      $18,361.0
                                     ========      ========       ========



The accompanying notes are an integral part of the Unaudited Pro
Forma Condensed Consolidated Financial Statements.

</TABLE>


<TABLE>
<CAPTION>

Unaudited Pro Forma Condensed Consolidated Statement of Income


                                              Six Months Ended June 30, 1998
                                     -----------------------------------------------------
                                     Historical     Historical     Pro Forma     Pro Forma
                                        Alcoa         Alumax      Adjustments
                                                  (Reclassified)
                                                       (A)
                                     -----------------------------------------------------
                                                         (in millions)
<S>                                  <C>          <C>             <C>            <C>
Revenues                                                          
Sales                                $7,032.1     $1,555.1        $(109.8)(D)     $8,477.4
Other income                             46.4          2.2            -               48.6
                                     --------     --------        -------         --------
                                      7,078.5      1,557.3         (109.8)         8,526.0
Costs and Expenses                                                
Cost of goods sold                    5,378.2      1,157.6         (109.8)(D)      6,426.0
Selling, general administrative
  and other expenses                    308.0        168.5            -              476.5
Research and development expenses        52.4          3.3            -               55.7
Provision for depreciation,                                       
  depletion and amortization            370.9         79.4           28.2 (E)     
                                                                     (3.5)(F)        475.0
Interest expense                         81.0         35.2           33.3 (G)
                                                                     (5.0)(H)        144.5
Taxes other than payroll taxes           62.1         15.3            -               77.4
                                     --------     --------        -------         --------
                                      6,252.6      1,459.3          (56.8)         7,655.1
Earnings                                                          
  Income before taxes on income         825.9         98.0          (53.0)           870.9
Provision for taxes on income           276.7         51.2          (16.7)(I)        311.2
                                     --------     --------        -------         --------
  Income from operations                549.2         46.8          (36.3)           559.7
Minority interests                     (132.2)         -              -             (132.2)
                                     --------     --------        -------         --------
Net income                           $  417.0     $   46.8        $ (36.3)           427.5
                                     ========     ========        =======         ========
Earnings per Share                                                
  Basic                              $   2.49     $   0.87                        $   2.30
  Diluted                            $   2.48     $   0.85                        $   2.29
Weighted average shares                                           
outstanding:
Basic                                   167.0         55.0          (55.0)(J)
                                                                     18.4 (J)        185.4
Diluted                                 168.0         55.9          (55.9)(J)    
                                                                     18.4 (J)        186.4



The accompanying notes are an integral part of the Unaudited Pro
Forma Condensed Consolidated Financial Statements.

</TABLE>

Notes to Unaudited Pro Forma Condensed Consolidated Financial
Statements

(A) Certain reclassifications have been made to the Alumax
historical financial statements to conform to the presentation to
be used by Alcoa upon completion of the Alumax transaction.  In
addition, the balance sheet of Alcoa at June 30, 1998 includes
100% of Alumax, with the corresponding 49% recorded as minority
interest.  The pro forma adjustments to the June 30, 1998 balance
sheet represent adjustments necessary to record the 49% of Alumax
that Alcoa did not own as of June 30, 1998.

(B)  On March 9, 1998, Alcoa and Alumax Inc. (Alumax) announced
that they had entered into an agreement under which Alcoa was to
acquire all of outstanding shares of Alumax for a combination of
cash and stock.  On June 16, 1998, after approval by the U.S.
Department of Justice (DOJ) and other regulatory agencies, Alcoa
completed the first step of the acquisition by purchasing
approximately 51% of the outstanding shares of Alumax at $50 per
share.  This resulted in an increase in the basis of 51% of the
net assets of $513.0 which includes goodwill of $179.5.
Following approval by Alumax stockholders at a special meeting on
July 31, 1998, Alcoa completed the acquisition by exchanging its
common stock for the remaining shares of Alumax at a ratio of
 .6975 share of Alcoa stock per share of Alumax stock.  The
exchange resulted in Alcoa issuing 18,425,380 shares to Alumax
stockholders.  The transaction was valued at approximately
$3,800, including the assumption of debt, and will be accounted
for using the purchase method.  The purchase price is subject to
adjustment and includes cash and stock distributed to Alumax
shareholders as well as other direct costs of the acquisition.
The goodwill resulting from the acquisition will be amortized
over a forty year period.  In addition, the purchase price
includes an adjustment for deferred income taxes representing the
difference between the assigned values and the tax bases of the
assets and liabilities acquired.

Adjustments to the purchase price have been made for the
estimated impact of employee stock options, severance costs and
acquisition expenses.  Alcoa expects that the majority of Alumax
employees will continue in their current jobs after completion of
the merger transaction as part of the combined organization.
However, where there is an overlap in functions or other
duplication resulting from the combination, redeployment of
personnel and job eliminations are likely to result.  Alumax has
certain severance plans, agreements and policies applicable to
its directors, executive management and certain of its salaried
employees.  A number of covered persons have received severance
benefits under these arrangements following Alcoa's purchase of
51% of the outstanding share of Alumax in June 1998.  It is
likely that additional covered persons will also receive benefits
under these plans.  The Unaudited Pro Forma Condensed
Consolidated Financial Statements include an estimate of $77.3
related to these benefits.

In addition, Alcoa has completed an initial assessment of
potential benefits from cost savings related to combining
operations, with efficiency opportunities estimated to be $300
million over the next one and a half years.  No adjustments have
been made to the Unaudited Pro Forma Condensed Consolidated
Financial Statements related to potential recurring benefits from
these cost savings.
The purchase of the remaining 49% of Alumax, including
acquisition costs, has been allocated as follows (see note C):

<TABLE>
<CAPTION>
                                                                     June 30,
                                                                       1998
                                                                    ---------
<S>                                                                 <C>
Acquisition of outstanding shares of common stock                   $ 1,320.8
Effect of assumed exercise of employee and director stock options        76.6
Severance costs                                                          77.3
Acquisition expenses                                                     30.0
Book value of net assets acquired                                      (817.9)
                                                                    ---------
Increase in basis                                                   $   686.8
                                                                    =========

Allocation of increase in basis:
Increase in inventory value to convert LIFO to fair value           $    36.2
Increase in the fair value of property, plant and equipment             669.3
Write-off pre-operating costs                                            (3.9)
Adjust hedged sales contracts to fair market value                       26.3
Accrual to record the fair market value of financial instruments        (40.3)
Adjust  pension and postretirement accruals                               (.8)
Increase in goodwill                                                    240.4
Increase in deferred tax liabilities-long-term                         (240.4)
                                                                    ---------
                                                                    $   686.8
                                                                    =========

</TABLE>

The purchase price allocation is preliminary and further
refinements may be made based on the completion of final
valuation studies.

(C) Represents the issuance of Alcoa common stock for the
remaining 26,416,315 shares of Alumax common stock at an exchange
ratio of .6975 share of Alcoa common stock per share of Alumax
common stock.

The exchange ratio used to convert common stock was determined
based on the closing price of Alcoa common stock on Wednesday,
March 4, 1998, which was the last closing price before the two
companies reached an agreement on the proposed transaction. The
closing price was $71.6875, which when converted at .6975,
results in a $50 price for the Common Stock. In accordance with
generally accepted accounting principles, the value of Alcoa
common stock to be issued was determined based on the market
price of such Alcoa common stock over a reasonable period of time
before and after the date the transaction was announced.

The acquisition financing included the issuance by Alcoa of $200
million of 6.125% bonds due in 2005, $250 million of 6.5% bonds
due in 2018 and $675 million of commercial paper at an interest
rate of 5.60%.  The commercial paper is classified as long-term
debt since it is backed by Alcoa's $1.3 billion revolving credit
facility.  The remaining cash costs (cash-out of employee and
director stock options, severance costs and acquisition expenses)
will be funded from internal cash.

A recap of the stock exchange transaction follows:
                                                          
<TABLE>                                                          
<CAPTION>
                                                                     June 30,
                                                                       1998
                                                                    ---------
<S>                                                                 <C>
Total stock acquisition price paid in shares of Alcoa common stock   $1,320.8
  Par value of Alcoa common stock issued at $71.6875                 $  (18.4)
                                                                     --------
  Additional capital                                                 $1,302.4
                                                                     ========

</TABLE>

(D) Represents the elimination of inter-company sales of alumina
between Alcoa and Alumax and the related inter-company profit.

(E) Pro forma adjustments have been included to adjust
depreciation expense based on property, plant and equipment fair
values and the amortization of goodwill.  An average useful life
of 25 years was assumed for fixed assets and a 40 year
amortization period was assumed for goodwill.

(F) Represents an adjustment to eliminate the amortization of
Alumax pre-operating costs.

(G)  Represents interest expense related to the long-term debt
identified in (C) above.

(H) Represents an adjustment to record interest expense based on
the fair value of the Alumax financial instruments.

(I) Represents income taxes related to pro forma adjustments at
the statutory rate.

(J) Represents the conversion of shares of Alumax common stock
and the issuance of 18.4 million shares of Alcoa common stock.



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