As filed with the Securities and Exchange Commission
                   on March 15, 2000

                                        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 SAVINGS PLAN FOR BARGAINING EMPLOYEES
                  ALCOA SAVINGS PLAN FOR NON-BARGAINING EMPLOYEES
                      (Full Titles of Plans)

        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

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                      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      1,800,000           66.75       $120,150,000.00   $31,719.60
                  shares

Savings Plan
For Bargaining    430,000
Employees         shares

Savings Plan
For Non-          1,370,000
Bargaining        shares
Employees

<FN>
(1)  In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended, this Registration Statement also covers an indeterminate number of
     interests to be offered or sold pursuant to the Plans described herein.

(2)  Pursuant to Rule  416(a),  also covers  additional  securities  that may be
     offered  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 March 9,
     2000.

</FN>

</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,
          1999; and

     (b)  Current  Reports on Form 8-K dated January 10, 2000,  January 18, 2000
          and January 19, 2000.

     All documents  filed by the  Registrant  or the Plans  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
eemed 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

     The Common Stock is registered  under the  Securities  Exchange Act of 1934
and listed on the New York Stock Exchange and various foreign exchanges.

     Set  forth  below is a  description  of the  Common  Stock.  The  following
statements are summaries of, and are subject to the detailed  provisions of, the
Registrant's   Articles  of  Incorporation  and  By-laws  and  to  the  relevant
provisions of the Pennsylvania Business Corporation Law.

     Alcoa  currently  has  600,000,000  shares of authorized  Common Stock.  If
Alcoa's  shareholders  approve an amendment to its Articles of  Incorporation at
its 2000  Annual  Meeting  of  Shareholders  on May 12,  2000,  Alcoa  will have
1,800,000,000 shares of authorized Common Stock.

     Holders of Common Stock will receive  dividends when and as declared by the
Board of Directors of Alcoa.  However,  no dividend  will be declared or paid on
Common Stock if any Alcoa preferred  stock is outstanding,  unless all dividends
accrued on all classes of Alcoa  preferred  stock and the current quarter yearly
dividend on the Alcoa $3.75 Cumulative  Serial Preferred Stock have been paid or
declared and a sum sufficient for payment has been set apart.

     Holders of Common Stock have one vote per share.

     Upon  any  liquidation,  dissolution,  or  winding  up  of  Alcoa,  whether
voluntary or involuntary,  after payments to holders of Alcoa preferred stock in
an amount fixed by the Board of Directors of Alcoa, plus accrued dividends,  the
remaining  assets of Alcoa  belong to and will be divided  among the  holders of
Common  Stock.  The  consolidation  or  merger  of Alcoa  with or into any other
corporation(s)  or a share  exchange or  division  involving  Alcoa  pursuant to
applicable law is not a liquidation,  dissolution,  or winding up of Alcoa under
the Alcoa Articles.

     Holders  of  Common  Stock  have no right to  participate  in any  right of
subscription to any increased or additional capital stock of Alcoa.

     Common  Stock  does not  have any  applicable  conversion,  redemption,  or
sinking  fund  provisions  and is not liable to further  call or  assessment  by
Alcoa. All issued and outstanding  shares of Common Stock are paid fully and are
non-assessable.

     The Alcoa  Articles  provide for a classified  Board of Directors,  divided
into  three  classes as nearly  equal as  possible,  with each  class  serving a
staggered  three-year  term. The Articles  provide that  shareholders  voting 80
percent of the votes that would be entitled to be cast at an annual  election of
directors may remove  directors,  with or without cause.  They also provide that
vacancies are to be filled only by a majority  vote of the remaining  directors,
unless a vacancy resulted because of a vote of the  shareholders,  in which case
the shareholders may fill the vacancy.

     A shareholder  wishing to nominate  directors at an annual meeting of Alcoa
shareholders must provide written notice at least 90 days before the anniversary
date of the prior year's meeting.

     The Alcoa Articles require the approval of 80 percent of the votes entitled
to be cast in order to amend the  provisions in the Alcoa  Articles  relating to
the classification of the Board of Directors,  nomination of directors,  removal
of directors, and certain other matters.

     The Alcoa  Articles  provide  that,  unless a stock  repurchase  is made in
either a tender  offer or  exchange  offer for a class of capital  stock that is
made  available  to all  holders of the class on the same  basis,  or in an open
market purchase  program  approved by Alcoa's Board of Directors,  Alcoa may not
repurchase  stock from a  shareholder  who owns five  percent or more of Alcoa's
voting stock at prices  greater  than the current fair market value  without the
affirmative  vote of a majority of shares  held by persons  other than such five
percent shareholder.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     The validity of the Common Stock to be issued in connection  with the Plans
will be passed upon by Denis A. Demblowski,  Esq.,  Secretary and Senior Counsel
of  Alcoa.  Mr.  Demblowski  is a  participant  in the  Alcoa  Savings  Plan for
Non-Bargaining Employees.

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.

(23)(a)  Consent of PricewaterhouseCoopers LLP.

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

(24)     Powers of Attorney of certain officers and directors of the Company.

ITEM 9. UNDERTAKINGS

     The Registrant 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 has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Pittsburgh, the Commonwealth of Pennsylvania, on this
15th day of March, 2000.


                                    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
--------------------    President,                       March 15, 2000
Alain J.P. Belda        Chief Executive Officer and
                        Director
                        (Principal Executive Officer)

/s/Richard B. Kelson
--------------------    Executive Vice President and     March 15, 2000
Richard B. Kelson       Chief Financial Officer
                        (Principal Financial Officer)

/s/Timothy S. Mock
--------------------    Vice President and               March 15, 2000
Timothy S. Mock         Controller
                        (Principal Accounting Officer)


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 March 15,  2000,  by Denis A.
Demblowski, their attorney-in-fact.


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


     Pursuant to the  requirements  of the  Securities  Act of 1933,  the Plans'
Benefits Management Committee 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 15th day of March,
2000.


                               Alcoa Inc. Benefits Management Committee


                               By:      /s/ Richard B. Kelson
                                        ---------------------------
                                        Richard B. Kelson, Member



                               By:      /s/ Robert F. Slagle
                                        ---------------------------
                                        Robert F. Slagle, Member



                               By:      /s/ William J. O'Rourke
                                        ---------------------------
                                        William J. O'Rourke, Jr., Member




                                INDEX TO EXHIBITS



Exhibit
Number                         Description
------                         -----------

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

23(a)     Consent of PricewaterhouseCoopers LLP.

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

24        Powers of Attorney for certain officers and directors
          of the Company.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21248}]
{"company-data": {"conformed-name": "ALCOA INC", "cik": "0000004281", "assigned-sic": "3334", "irs-number": "250317820", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32516", "film-number": "570323"}, "business-address": {"street1": "201 ISABELLA ST", "street2": "ALCOA CORPORATE CTR", "city": "PITTSBURGH", "state": "PA", "zip": "15212", "phone": "4125532576"}, "mail-address": {"street1": "201 ISABELLA ST", "street2": "ALCOA CORPORATE CTR", "city": "PITTSBURGH", "state": "PA", "zip": "15212"}, "former-company": {"former-conformed-name": "ALUMINUM CO OF AMERICA", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission
                   on March 15, 2000

                                        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 SAVINGS PLAN FOR BARGAINING EMPLOYEES
                  ALCOA SAVINGS PLAN FOR NON-BARGAINING EMPLOYEES
                      (Full Titles of Plans)

        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

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
Alcoa Inc.
common stock,
$1 par value      1,800,000           66.75       $120,150,000.00   $31,719.60
                  shares

Savings Plan
For Bargaining    430,000
Employees         shares

Savings Plan
For Non-          1,370,000
Bargaining        shares
Employees
(1)  In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended, this Registration Statement also covers an indeterminate number of
     interests to be offered or sold pursuant to the Plans described herein.

(2)  Pursuant to Rule  416(a),  also covers  additional  securities  that may be
     offered  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 March 9,
     2000.
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,
          1999; and

     (b)  Current  Reports on Form 8-K dated January 10, 2000,  January 18, 2000
          and January 19, 2000.

     All documents  filed by the  Registrant  or the Plans  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
eemed 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

     The Common Stock is registered  under the  Securities  Exchange Act of 1934
and listed on the New York Stock Exchange and various foreign exchanges.

     Set  forth  below is a  description  of the  Common  Stock.  The  following
statements are summaries of, and are subject to the detailed  provisions of, the
Registrant's   Articles  of  Incorporation  and  By-laws  and  to  the  relevant
provisions of the Pennsylvania Business Corporation Law.

     Alcoa  currently  has  600,000,000  shares of authorized  Common Stock.  If
Alcoa's  shareholders  approve an amendment to its Articles of  Incorporation at
its 2000  Annual  Meeting  of  Shareholders  on May 12,  2000,  Alcoa  will have
1,800,000,000 shares of authorized Common Stock.

     Holders of Common Stock will receive  dividends when and as declared by the
Board of Directors of Alcoa.  However,  no dividend  will be declared or paid on
Common Stock if any Alcoa preferred  stock is outstanding,  unless all dividends
accrued on all classes of Alcoa  preferred  stock and the current quarter yearly
dividend on the Alcoa $3.75 Cumulative  Serial Preferred Stock have been paid or
declared and a sum sufficient for payment has been set apart.

     Holders of Common Stock have one vote per share.

     Upon  any  liquidation,  dissolution,  or  winding  up  of  Alcoa,  whether
voluntary or involuntary,  after payments to holders of Alcoa preferred stock in
an amount fixed by the Board of Directors of Alcoa, plus accrued dividends,  the
remaining  assets of Alcoa  belong to and will be divided  among the  holders of
Common  Stock.  The  consolidation  or  merger  of Alcoa  with or into any other
corporation(s)  or a share  exchange or  division  involving  Alcoa  pursuant to
applicable law is not a liquidation,  dissolution,  or winding up of Alcoa under
the Alcoa Articles.

     Holders  of  Common  Stock  have no right to  participate  in any  right of
subscription to any increased or additional capital stock of Alcoa.

     Common  Stock  does not  have any  applicable  conversion,  redemption,  or
sinking  fund  provisions  and is not liable to further  call or  assessment  by
Alcoa. All issued and outstanding  shares of Common Stock are paid fully and are
non-assessable.

     The Alcoa  Articles  provide for a classified  Board of Directors,  divided
into  three  classes as nearly  equal as  possible,  with each  class  serving a
staggered  three-year  term. The Articles  provide that  shareholders  voting 80
percent of the votes that would be entitled to be cast at an annual  election of
directors may remove  directors,  with or without cause.  They also provide that
vacancies are to be filled only by a majority  vote of the remaining  directors,
unless a vacancy resulted because of a vote of the  shareholders,  in which case
the shareholders may fill the vacancy.

     A shareholder  wishing to nominate  directors at an annual meeting of Alcoa
shareholders must provide written notice at least 90 days before the anniversary
date of the prior year's meeting.

     The Alcoa Articles require the approval of 80 percent of the votes entitled
to be cast in order to amend the  provisions in the Alcoa  Articles  relating to
the classification of the Board of Directors,  nomination of directors,  removal
of directors, and certain other matters.

     The Alcoa  Articles  provide  that,  unless a stock  repurchase  is made in
either a tender  offer or  exchange  offer for a class of capital  stock that is
made  available  to all  holders of the class on the same  basis,  or in an open
market purchase  program  approved by Alcoa's Board of Directors,  Alcoa may not
repurchase  stock from a  shareholder  who owns five  percent or more of Alcoa's
voting stock at prices  greater  than the current fair market value  without the
affirmative  vote of a majority of shares  held by persons  other than such five
percent shareholder.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     The validity of the Common Stock to be issued in connection  with the Plans
will be passed upon by Denis A. Demblowski,  Esq.,  Secretary and Senior Counsel
of  Alcoa.  Mr.  Demblowski  is a  participant  in the  Alcoa  Savings  Plan for
Non-Bargaining Employees.

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.

(23)(a)  Consent of PricewaterhouseCoopers LLP.

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

(24)     Powers of Attorney of certain officers and directors of the Company.

ITEM 9. UNDERTAKINGS

     The Registrant 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 has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Pittsburgh, the Commonwealth of Pennsylvania, on this
15th day of March, 2000.

                                    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
--------------------    President,                       March 15, 2000
Alain J.P. Belda        Chief Executive Officer and
                        Director
                        (Principal Executive Officer)

/s/Richard B. Kelson
--------------------    Executive Vice President and     March 15, 2000
Richard B. Kelson       Chief Financial Officer
                        (Principal Financial Officer)

/s/Timothy S. Mock
--------------------    Vice President and               March 15, 2000
Timothy S. Mock         Controller
                        (Principal Accounting Officer)

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 March 15,  2000,  by Denis A.
Demblowski, their attorney-in-fact.

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

     Pursuant to the  requirements  of the  Securities  Act of 1933,  the Plans'
Benefits Management Committee 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 15th day of March,
2000.

                               Alcoa Inc. Benefits Management Committee

                               By:      /s/ Richard B. Kelson
                                        ---------------------------
                                        Richard B. Kelson, Member

                               By:      /s/ Robert F. Slagle
                                        ---------------------------
                                        Robert F. Slagle, Member

                               By:      /s/ William J. O'Rourke
                                        ---------------------------
                                        William J. O'Rourke, Jr., Member

                                INDEX TO EXHIBITS

Exhibit
Number                         Description
------                         -----------

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

23(a)     Consent of PricewaterhouseCoopers LLP.

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

24        Powers of Attorney for certain officers and directors
          of the Company.