As filed with the Securities and Exchange Commission
                   on May 24, 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)

            CORDANT TECHNOLOGIES INC. 1989 STOCK AWARDS PLAN
            CORDANT TECHNOLOGIES INC. 1996 STOCK AWARDS PLAN

                      (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) Share(2)   Price(2)          Fee

<S>               <C>          <C>         <C>               <C>
Alcoa Inc.
common stock,     692,400
$1 par value      shares       $62.8125    $43,491,375.00    $11,481.72
</TABLE>




[FN]
(1)  Pursuant to Rule  416(a),  also covers  additional  securities  that may be
offered as a result of stock splits, stock dividends or similar transactions.

(2) 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 23, 2000

                        EXPLANATORY NOTE

      On May 22, 2000, Alcoa Inc., a Pennsylvania  corporation  ("Alcoa"),
announced the completion of its offer to  purchase  all  outstanding  shares of
common  stock,  including  the associated rights to purchase preferred stock
(collectively,  the "Shares"), of Cordant  Technologies Inc., a Delaware
corporation ("Cordant"), at a price of $57.00 per share,  net to the seller in
cash,  upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated March 20, 2000, of Omega Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Alcoa ("Omega")and in the
related Letter  of Transmittal (which together constitute the "Offer").

      Pursuant to the Offer, a wholly owned subsidiary of Alcoa purchased
approximately 93.5% of the
Shares.

      Under the  Agreement  and Plan of Merger among Alcoa, Omega, and
Cordant dated as of March 14, 2000 (the "Merger Agreement"),  certain options
to purchase  shares of Cordant common  stock that remain  outstanding
immediately before the Effective Time (as defined in the Merger Agreement)
will be assumed by Alcoa and converted, effective as of the Effective Time,
into options to purchase Alcoa commonstock in accordance with the Merger
Agreement.

      This  Registration  Statement  relates to 692,400  shares of Alcoa common
stock, par value $1.00 per share (the "Common  Stock"),  that may be issued
from time to time to participants in the Cordant 1989 Stock Awards Plan and the
Cordant 1996 Stock Awards Plan, beginning May 24, 2000. Of the total of
692,400 shares,  514,408 shares are allocated for the 1989 Stock  Awards Plan
and 177,992  shares are  allocated  for the 1996 Stock Awards Plan.

                              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;

      (b)  Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
and

      (b) Current Reports on Form 8-K dated January 10, 2000,  January 18, 2000,
January 19, 2000, May 8, 2000 and May 15, 2000.

      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

      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 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 Thomas F. Seligson, Esq., Counsel of Alcoa.
Mr. Seligson is a participant in the stock option plan and various other
employee benefit plans offered to employees of Alcoa.

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 Thomas F. Seligson, 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)     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.


<PAGE>


                               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
24h day of May, 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
     ---------                 -----                  ----


                                                      May 24, 2000
/s/Alain J.P. Belda
Alain J.P. Belda        President and
                        Chief Executive Officer
                        (Principal Executive Officer)

                        Executive Vice President and  May 24, 2000
/s/Richard B. Kelson
Richard B. Kelson       Chief Financial Officer
                        (Principal Financial Officer)

                        Vice President and            May 24, 2000
/s/Timothy S. Mock
Timothy S. Mock         Controller
                        (Principal Accounting Officer)



Alain J.P. Belda, Hugh M. Morgan, John P. Mulroney, Henry B. Schacht, Franklin
A. Thomas and Marina v.N. Whitman, each as a Director, on May 24, 2000, 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 Thomas F. Seligson, 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        Powers of Attorney for certain officers and directors
          of the Company.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20943}]
{"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": "333-37740", "film-number": "642942"}, "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 May 24, 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)

            CORDANT TECHNOLOGIES INC. 1989 STOCK AWARDS PLAN
            CORDANT TECHNOLOGIES INC. 1996 STOCK AWARDS PLAN

                      (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) Share(2)   Price(2)          Fee
Alcoa Inc.
common stock,     692,400
$1 par value      shares       $62.8125    $43,491,375.00    $11,481.72
[FN]
(1)  Pursuant to Rule  416(a),  also covers  additional  securities  that may be
offered as a result of stock splits, stock dividends or similar transactions.

(2) 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 23, 2000

                        EXPLANATORY NOTE

      On May 22, 2000, Alcoa Inc., a Pennsylvania  corporation  ("Alcoa"),
announced the completion of its offer to  purchase  all  outstanding  shares of
common  stock,  including  the associated rights to purchase preferred stock
(collectively,  the "Shares"), of Cordant  Technologies Inc., a Delaware
corporation ("Cordant"), at a price of $57.00 per share,  net to the seller in
cash,  upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated March 20, 2000, of Omega Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Alcoa ("Omega")and in the
related Letter  of Transmittal (which together constitute the "Offer").

      Pursuant to the Offer, a wholly owned subsidiary of Alcoa purchased
approximately 93.5% of the
Shares.

      Under the  Agreement  and Plan of Merger among Alcoa, Omega, and
Cordant dated as of March 14, 2000 (the "Merger Agreement"),  certain options
to purchase  shares of Cordant common  stock that remain  outstanding
immediately before the Effective Time (as defined in the Merger Agreement)
will be assumed by Alcoa and converted, effective as of the Effective Time,
into options to purchase Alcoa commonstock in accordance with the Merger
Agreement.

      This  Registration  Statement  relates to 692,400  shares of Alcoa common
stock, par value $1.00 per share (the "Common  Stock"),  that may be issued
from time to time to participants in the Cordant 1989 Stock Awards Plan and the
Cordant 1996 Stock Awards Plan, beginning May 24, 2000. Of the total of
692,400 shares,  514,408 shares are allocated for the 1989 Stock  Awards Plan
and 177,992  shares are  allocated  for the 1996 Stock Awards Plan.

                              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;

      (b)  Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
and

      (b) Current Reports on Form 8-K dated January 10, 2000,  January 18, 2000,
January 19, 2000, May 8, 2000 and May 15, 2000.

      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

      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 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 Thomas F. Seligson, Esq., Counsel of Alcoa.
Mr. Seligson is a participant in the stock option plan and various other
employee benefit plans offered to employees of Alcoa.

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 Thomas F. Seligson, 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)     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
24h day of May, 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
     ---------                 -----                  ----

                                                      May 24, 2000
/s/Alain J.P. Belda
Alain J.P. Belda        President and
                        Chief Executive Officer
                        (Principal Executive Officer)

                        Executive Vice President and  May 24, 2000
/s/Richard B. Kelson
Richard B. Kelson       Chief Financial Officer
                        (Principal Financial Officer)

                        Vice President and            May 24, 2000
/s/Timothy S. Mock
Timothy S. Mock         Controller
                        (Principal Accounting Officer)

Alain J.P. Belda, Hugh M. Morgan, John P. Mulroney, Henry B. Schacht, Franklin
A. Thomas and Marina v.N. Whitman, each as a Director, on May 24, 2000, 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 Thomas F. Seligson, 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        Powers of Attorney for certain officers and directors
          of the Company.