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Proc-Type: 2001,MIC-CLEAR
Originator-Name: keymaster@town.hall.org
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 pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ==
MIC-Info: RSA-MD5,RSA,
 aruDAkEr4rOE4Bjkw8CVwWl9ufrqbfCdFiIzH8BhJqKkQvezUEaIITXcTw7V8+uO
 x0tRdLo/2JIZdwlUKK7VWw==

<IMS-DOCUMENT>0000759277-94-000027.txt : 19940215
<IMS-HEADER>0000759277-94-000027.hdr.sgml : 19940215
ACCESSION NUMBER:		0000759277-94-000027
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19940214

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALUMINUM CO OF AMERICA
		CENTRAL INDEX KEY:			0000004281
		STANDARD INDUSTRIAL CLASSIFICATION:	3334
		IRS NUMBER:				250317820
		STATE OF INCORPORATION:			PA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		34
		SEC FILE NUMBER:	005-14161
		FILM NUMBER:		94506841

	BUSINESS ADDRESS:	
		STREET 1:		1501 ALCOA BLDG
		CITY:			PITTSBURGH
		STATE:			PA
		ZIP:			15219
		BUSINESS PHONE:		4125532136

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VANGUARD/WINDSOR FUNDS INC
		CENTRAL INDEX KEY:			0000107606
		STANDARD INDUSTRIAL CLASSIFICATION:	
		IRS NUMBER:				510082711
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		1300 MORRIS DR
		STREET 2:		P O BOX 2600
		CITY:			VALLEY FORGE
		STATE:			PA
		ZIP:			19482
		BUSINESS PHONE:		2156691000

	MAIL ADDRESS:	
		ZIP:			00000

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WINDSOR FUNDS INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WINDSOR FUNDS
		DATE OF NAME CHANGE:	19851031

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WINDSOR FUND INC
		DATE OF NAME CHANGE:	19850424
</IMS-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13G

                   Under the Securities Exchange Act of 1934
                           (Amendment No.: 3      )*



Name of issuer:                    ALCOA


Title of Class of Securities:      Common Stock


CUSIP Number:                 022249106


     Check the following [space] if a fee is being paid with this statement: 
           .  (A fee is not required only if the filing person:  (1) has a
     previous statement on file reporting beneficial ownership of more than
     five percent of the class of securities described in Item 1; and (2) has
     filed no amendment subsequent thereto reporting beneficial ownership of
     five percent or less of such class.)  (See rule 13d-7.)

     *The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class
     of securities, and for any subsequent amendment containing information
     which would alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not
     be deemed to be "filed" for the purpose of Section 18 of the Securities
     Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
     that section of the Act but shall be subject to all other provisions of
     the Act (however, see the Notes).


(Continued on the following page(s))

                               Page 1 of 4 Pages
<PAGE>
                                      13G

CUSIP No.:  022249106                             Page 2 of 4 Pages


1.   NAME OF REPORTING PERSON 
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Vanguard/Windsor Fund, Inc.

2.   CHECK THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP

     A.                            B.          X          

3.   SEC USE ONLY




4.   CITIZENSHIP OF PLACE OF ORGANIZATION

          Maryland

(For questions 5-8, report the number of shares beneficially owned by each
reporting person with:)

5.   SOLE VOTING POWER

                    7,062,900

6.   SHARED VOTING POWER

                    -0-

7.   SOLE DISPOSITIVE POWER

                    -0-

8.   SHARED DISPOSITIVE POWER

                    7,062,900

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    7,062,900

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 

                    N/A

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                    7.99%


12.  TYPE OF REPORTING PERSON

                    IV<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   __________

                                  SCHEDULE 13G
                        Under the Securities Act of 1934
                                   __________



Check the following [line] if a fee is being paid with this statement 

Item 1(a) - Name of Issuer:

                    ALCOA


Item 1(b) - Address of Issuer's Principal Executive Offices:

          1501 Alcoa Building, Pittsburgh, PA 15219

Item 2(a) - Name of Person Filing:


                    Vanguard/Windsor Fund, Inc.

Item 2(b) - Title of Class of Securities:


                    Common Stock

Item 2(e) - CUSIP Number

                    022249106


Item 3 - Type of Filing:


     This statement is being filed pursuant to Rule 13d-1.  The person filing
is an investment company registered under Section 8 of the Investment Company
Act.


Item 4 - Ownership:


     (a) Amount Beneficially Owned:

                    7,062,900


     (b) Percent of Class:


                    7.99%
                                 Page 3 of  t 

Item 1(a) - Name of Issuer:

                    Burlington Resources, Inc.


Item 1(b) - Address of Issuer's Principal Executive Offices:

          999 Third Avenue, Seattle, WA 98104

Item 2(a) - Name of Person Filing:


                    Vanguard/Windsor Fund, Inc.

Item 2(b) - Title of Class of Securities:


                    Common Stock

Item 2(e) - CUSIP Number

                    122018108


Item 3 - Type of Filing:


     This statement is being filed pursuant to Rule 13d-1.  The person filing
is an investment company registered under Section 8 of the Investment Company
Act.


Item 4 - Ownership:


     (a) Amount Beneficially Owned:

                    8,041,900


     (b) Percent of Class:


                    6.17%
                               Page 3 of 4 Pages
<PAGE>



     (c)  Number of shares as to which such person has:

          (i)  sole power to vote or direct to vote:   8,041,900

          (ii)  shared power to vote or direct to vote:     -0-

          (iii) sole power to dispose of or to direct the disposition of:
               -0-

          (iv)  shared power to dispose or to direct the disposition of:
               8,041,900

Item 5 - Ownership of Five Percent or Less of a Class:

     Not applicable

Item 6 - Ownership of More Than Five Percent on Behalf of Another Person:

     Not applicable

Item 7 - Identification and Classification of the Subsidiary Which Acquired
The Security Being Reported on by the Parent Holding Company:

     Not applicable

Item 8 - Identification and Classification of Members of Group:

     Not applicable

Item 9 - Notice of Dissolution of Group:

     Not applicable

Item 10 - Certification:

     By signing below I certify than, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purpose or effect.

Signature

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.


Date      2-10-94                  By /s/  Raymond J. Klapinsky       
                                     Raymond J. Klapinsky


                               Page 4 of 4 Pages
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