ALCOA INC
S-8, 1999-05-28
PRIMARY PRODUCTION OF ALUMINUM
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    As filed with the Securities and Exchange Commission
                   on May 28, 1999

                                        Registration No. 333-

               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

                            FORM S-8

                     REGISTRATION STATEMENT

                              Under

                   The Securities Act of 1933

                            ALCOA INC.
       (Exact name of issuer as specified in its charter)

     Pennsylvania                        25-0317820
(State of Incorporation)      (I.R.S. Employer Identification No.)

            201 Isabella Street, Alcoa Corporate Center,
               Pittsburgh, Pennsylvania 15212-5858
   (Address of principal executive office, including zip code)

               ALCOA STOCK INCENTIVE PLAN
                      (Full Title of Plan)

        Denis A. Demblowski,
        Secretary and Senior Counsel
        201 Isabella Street, Alcoa Corporate Center,
        Pittsburgh, Pennsylvania  15212-5858
             (Name and address of agent for service)

      Telephone number of agent for service (412) 553-3856

<TABLE>
<CAPTION>
                 CALCULATION OF REGISTRATION FEE

                              Proposed    Proposed
Title of                      Maximum     Maximum
Securities        Amount      Offering    Aggregate        Amount of
to be             to be       Price Per   Offering         Registration
Registered        Registered(1)(2)Share(3)Price(3)         Fee

<S>               <C>         <C>         <C>               <C>
Alcoa Inc.
common stock,
$1 par value      14,000,000  56.687      793,625,000.00    220,627.75

<FN>
(1)     To be offered under the Alcoa Stock Incentive Plan (the
"Plan").  Any shares of common stock previously registered for
delivery under the Registrant's Long Term Stock Incentive Plan
(the "Prior Plan")which (i) are subject to awards under the
Prior Plan that are forfeited, settle for cash, expire or
otherwise terminate without issuance of the shares or (ii) are
tendered in payment of the purchase price of an option awarded
under the Prior Plan or tendered or withheld to pay required
withholding taxes, will become available for delivery under the
Plan.

(2)   Plus such additional securities as may be issued as a
result of stock splits, stock dividends or similar transactions.

(3)   Estimated solely for the purpose of calculating the
registration fee, based on the average of the high and low
prices of shares of the Registrant's common stock reported in
the consolidated reporting system on May 27, 1999.

</TABLE>


                         PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents filed by the Registrant with the
Securities and Exchange Commission are incorporated herein by
reference.

     (a)  Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;

      (b)  Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999;

     (c)  Current Reports on Form 8-K dated January 4, 1999 and
January 8, 1999; and

      (d)  The description of the Registrant's common stock
contained in the Registration Statement on Form S-4 (Registration
No. 333-58227) including any amendment filed for the purpose of
updating such description.

      All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment to this Registration
Statement that indicates that all securities offered hereunder
have been sold or that deregisters all such securities then
remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the
date of the filing of such documents.  Any statement contained in
a document incorporated, or deemed to be incorporated, by
reference herein or contained in this Registration Statement
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent any statement contained
herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES

      Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

       The legality of the securities to which this Registration
Statement relates has been passed upon by Denis A. Demblowski,
Secretary and Senior Counsel of the Company.  On May 25, 1999,
Mr. Demblowski beneficially owned 12,833 shares of common stock
of the Company and, under the Prior Plan, holds options to
purchase 44,919 shares of common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Article V of the By-laws of the Company provides that the
Company shall indemnify, under specified circumstances, persons
who were or are directors, officers or employees of the Company
or who served or serve other business entities at the request of
the Company.  Under these By-law provisions, a person who is
wholly successful in defending a claim will be indemnified for
any reasonable expenses.  To the extent a person is not
successful in defending a claim, reasonable expenses of the
defense and any liability incurred are to be indemnified under
these provisions only where independent legal counsel or other
disinterested person selected by the Board of Directors
determines that such person acted in good faith and in a manner
such person reasonably believed to be in, or not opposed to, the
best interests of the Company, and in addition with respect to
any criminal action or proceeding, had no reasonable cause to
believe the conduct of such person was unlawful.  Any expense
incurred with respect to any claim may be advanced by the Company
if the recipient agrees to repay such amount if it is ultimately
determined that such recipient is not to be indemnified pursuant
to Article V.

      The foregoing By-law provisions generally parallel Sections
1741 and 1745 of the Pennsylvania Business Corporation Law
("BCL").  Section 1746 and the By-laws both also provide that the
indemnification provided for therein shall not be deemed
exclusive of any other rights to which those seeking
indemnification may otherwise be entitled.

      Section 1746 of the BCL and the By-laws provide for
increased
indemnification protections for directors, officers and others.
Indemnification may be provided by Pennsylvania corporations in
any case except where the act or failure to act giving rise to
the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.

      Section 1713 of the BCL also sets forth a framework whereby
Pennsylvania corporations, with the approval of the shareholders,
may limit the personal liability of directors for monetary
damages except where the act or omission giving rise to a claim
constitutes self-dealing, willful misconduct or recklessness.
The section does not apply to a director's responsibility or
liability under a criminal or tax statute and may not apply to
liability under Federal statutes, such as the Federal securities
laws.

      The Company's Articles and By-laws were amended by the
shareholders to implement the increased protections made
available to directors under the BCL as described in the
preceding paragraph. Article VIII of the By-laws provides that,
except as prohibited by law, every director of the Company shall
be entitled as of right to be indemnified by the Company for
expenses and any and all liability paid or incurred by such
person by reason of such person being or having been a director
of the Company.  Expenses incurred with respect to any claim may
be advanced by the Company, subject to certain exceptions.  The
shareholders have also approved a form of indemnity agreement.
The Company has entered into such an indemnity agreement with
each of its current directors.

      The Company has purchased a three year liability insurance
policy with an aggregate limit of $100 million, with certain
specified deductible amounts, for liability of directors and
officers and reimbursement to the Company for indemnification
provided to directors and officers.  The policy has an expiration
date of October 1, 2000 and provides liability insurance and
reimbursement coverage for the Company, and its directors and
officers, which is permitted by the laws of Pennsylvania referred
to above.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8.  EXHIBITS

Exhibit
Number                          Description

(5)      Opinion of Denis A. Demblowski, Senior Counsel of the
         Company.

(15)     Letter from Independent Public Accountants regarding
         unaudited financial information.

(23)(a)  Consent of PricewaterhouseCoopers LLP.

(23)(b)  Consent of Counsel (included as part of Exhibit 5).

(24)     Power of Attorney of directors of the Company.

ITEM 9.  UNDERTAKINGS

      The Company hereby undertakes:

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

          (i)  To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;

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

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

      (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof;

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

      (4)  That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Company pursuant to the
foregoing provisions described in Item 6 above, the Company has
been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Company
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.



                               SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh, the
Commonwealth of Pennsylvania, on this 28th day of May, 1999.


                                       ALCOA INC.
                                      (Registrant)


                                   /s/Robert F. Slagle
                                    Robert F. Slagle
                                    Executive Vice President -
                                    Human Resources and
                                    Communications


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


     Signature                 Title                  Date
     ---------                 -----                  ----


/s/Alain J. P. Belda                               May 28, 1999
Alain J.P. Belda        President and
                        Chief Executive Officer
                        (Principal Executive Officer)

/s/Richard B. Kelson    Executive Vice President   May 28, 1999
Richard B. Kelson       and Chief Financial Officer
                        (Principal Financial Officer)

/s/Earnest J. Edwards   Senior Vice President and  May 28, 1999
Earnest J. Edwards      Controller
                        (Principal Accounting Officer)



Alain J.P. Belda, Kenneth W. Dam, Joseph T. Gorman, Judith M.
Gueron, Sir Ronald Hampel, Hugh M. Morgan, John P. Mulroney, Paul
H. O'Neill, Henry B. Schacht, Franklin A. Thomas and Marina v.N.
Whitman, each as a Director, on May 28, 1999, by Denis A.
Demblowski, their attorney-in-fact.


/s/Denis A. Demblowski
    Denis A. Demblowski
    Attorney-in-fact




                        INDEX TO EXHIBITS



Exhibit
Number                         Description

5         Opinion of Denis A. Demblowski, Senior Counsel of the
          Company.

15        Letter from Independent Public Accountants regarding
          unaudited financial information.

23(a)     Consent of PricewaterhouseCoopers LLP.

23(b)     Consent of Counsel (included in Exhibit 5).

24        Power of Attorney of directors of the Company.




                                                 Exhibit 5

May 28, 1999




Alcoa Inc.
201 Isabella Street
Pittsburgh, PA  15212-5858


Ladies and Gentlemen:


You have requested my opinion as to the legality of any
original issue shares, up to 14,00,000 shares, of common
stock, par value $1.00 per share, of Alcoa Inc. (the
"Company") that may be distributed pursuant to the Alcoa
Stock Incentive Plan (the "Plan"), which shares of common
stock you are seeking to register with the Securities and
Exchange Commission under the provisions of the Securities
Act of 1933, as amended.

As a Senior Counsel of the Company I am generally familiar
with its legal affairs.  In addition, I have examined such
documents as I have deemed appropriate for the purpose of
this opinion.

In my opinion, if authorized but previously unissued shares
of common stock of the Company shall be issued and sold or
delivered to participants in the Plan pursuant to the
provisions thereof, the said shares of common stock will be
legally issued, fully paid and non-assessable.

I hereby consent to be named, in the registration statement,
and amendments thereof, by which the securities to be issued
pursuant to the Plan are registered with the Securities and
Exchange Commission, and in any prospectus which is a part
thereof, as counsel for the Company who has passed upon the
legality of the securities registered thereby.  I further
consent to the filing of this opinion as an exhibit to the
registration statement.  I do not concede by these consents
that I come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as
amended, or by the rules and regulations of the Securities
and Exchange Commission under that Act.


Very truly yours,



/s/Denis A. Demblowski
Denis A. Demblowski
Senior Counsel





Exhibit 15


May 28, 1999




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


Re:  Alcoa Inc. Registration Statement on Form S-8


We are aware that our report dated April 7, 1999,
accompanying interim financial information of Alcoa Inc.
and subsidiaries for the three month period ended March 31,
1999 and included in Alcoa's Quarterly Report on Form 10-Q
for the quarter then ended, is incorporated by reference in
this registration statement.  Pursuant to Rule 436(c) under
the Securities Act of 1933, this report should not be
considered a part of the registration statement prepared or
certified by us within the meaning of Sections 7 and 11 of
that Act.

Very truly yours,

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP



                                         Exhibit 23(a)


     CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


     We hereby consent to the incorporation by reference in
the Registration Statement on Form S-8, relating to the Alcoa
Stock Incentive Plan of Alcoa Inc. and the shares of common
stock to be issued in accordance with the Plan, of our
reports dated January 8, 1999 on our Audits of the
consolidated financial statements and financial statement
schedule of Alcoa Inc. and consolidated subsidiaries as of
December 31, 1998 and 1997, and for each of the three years
in the period ended December 31, 1998, which reports are
incorporated by reference or included in the Company's 1998
Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.



                                /s/PricewaterhouseCoopers LLP
                                PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
May 28, 1999



                                                 Exhibit 24

                        POWER OF ATTORNEY


      KNOW ALL PERSONS BY THESE PRESENTS, that each of the
undersigned Directors of Alcoa Inc. (the "Company") hereby
constitute and appoint ROBERT G. WENNEMER, EARNEST J. EDWARDS and
DENIS A. DEMBLOWSKI, or any of them, his or her true and lawful
attorneys and agents to do any and all acts and things and
execute any and all instruments which said attorneys and agents,
or any of them, may deem necessary or advisable or may be
required to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations or requirements
of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of shares of
common stock of the Company to be issued and distributed pursuant
to the Alcoa Stock Incentive Plan or any successor plan,
including specifically, but without limiting the generality of
the foregoing, power and authority to sign the name of the
undersigned Director of the Company to any registration statement
to be filed with the Securities and Exchange Commission in
respect of said Plan or successor plan and shares of common
stock, or either of them, to any and all pre-effective
amendments, post-effective amendments and supplements to any such
registration statement, and to any instruments or documents filed
as part of or in connection with any such registration statement
or pre-effective amendments or post-effective amendments or
supplements thereto; and the undersigned hereby ratifies and
confirms all that said attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned have subscribed these
presents on the date set opposite their names below.

May __, 1999                            /s/Alain J. P. Belda
                                        Alain J. P. Belda

May __, 1999                            /s/Kenneth W. Dam
                                        Kenneth W. Dam

May __, 1999                            /s/Joseph T. Gorman
                                        Joseph T. Gorman

May __, 1999                            /s/Judith M. Gueron
                                        Judith M. Gueron

May __, 1999                            /s/Sir Ronald Hampel
                                        Sir Ronald Hampel

May __, 1999                            /s/Hugh M. Morgan
                                        Hugh M. Morgan


May __, 1999                            /s/John P. Mulroney
                                        John P. Mulroney

May __, 1999                            /s/Paul H. O'Neill
                                        Paul H. O'Neill

May __, 1999                            /s/Henry B. Schacht
                                        Henry B. Schacht

May __, 1999                            /s/Franklin A. Thomas
                                        Franklin A. Thomas

May __, 1999                            /s/Marina v.N. Whitman
                                        Marina v.N. Whitman





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