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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950130-01-501924.txt : 20010524
<SEC-HEADER>0000950130-01-501924.hdr.sgml : 20010524
ACCESSION NUMBER:		0000950130-01-501924
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20010523
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20010523

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALCOA INC
		CENTRAL INDEX KEY:			0000004281
		STANDARD INDUSTRIAL CLASSIFICATION:	PRIMARY PRODUCTION OF ALUMINUM [3334]
		IRS NUMBER:				250317820
		STATE OF INCORPORATION:			PA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	001-03610
		FILM NUMBER:		1646418

	BUSINESS ADDRESS:	
		STREET 1:		201 ISABELLA ST
		STREET 2:		ALCOA CORPORATE CTR
		CITY:			PITTSBURGH
		STATE:			PA
		ZIP:			15212 5858
		BUSINESS PHONE:		4125532576

	MAIL ADDRESS:	
		STREET 1:		801 ISABELLA ST
		STREET 2:		ALCOA CORPORATE CTR
		CITY:			PITTSBURGH
		STATE:			PA
		ZIP:			15212 5858

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ALUMINUM CO OF AMERICA
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): May 23, 2001


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




        Pennsylvania                   1-3610                 25-0317820
        ------------                   ------                 ----------
(State or Other Jurisdiction        (Commission           (I.R.S. Employer
     of Incorporation)              File Number)        Identification Number)




201 Isabella Street, Pittsburgh, Pennsylvania                        15212-5858
- ---------------------------------------------                        ----------
  (Address of Principal Executive Offices)                           (Zip Code)



                    Office of Investor Relations 212-836-2674
                      Office of the Secretary 412-553-4707
                 ----------------------------------------------
              (Registrant's telephone number, including area code)
<PAGE>

Item 5. Other Events.

This report is being filed in connection with the offer and sale by Alcoa Inc.
("Alcoa") of $500,000,000 principal amount of its 5 7/8% Notes Due 2006 and
$1,000,000,000 principal amount of its 6 1/2% Notes Due 2011 (together, the
"Offered Debt Securities"). The Offered Debt Securities are being offered and
sold under the Registration Statement on Form S-3 (No. 333-59044; 333-59044-01)
filed on April 16, 2001 under Rule 415 of the Securities Act of 1933, as
amended, which Registration Statement was declared effective on April 26, 2001,
covering up to $3,000,000,000 in aggregate offering price of securities of Alcoa
and Alcoa Trust I.

A copy of the opinion of counsel for Alcoa regarding the validity of the Offered
Debt Securities is filed as Exhibit 5 to this Form 8-K.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

c)  Exhibits.

     5    Opinion of Thomas F. Seligson, Esq., Counsel of Alcoa Inc.

     23   Consent of Thomas F. Seligson, Esq., Counsel of Alcoa Inc. (included
          in Exhibit 5).

                                       2
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             ALCOA INC.



                                             By: /s/ Richard B. Kelson
                                                 ------------------------------
                                                 Executive Vice President and
                                                 Chief Financial Officer

Dated:  May 23, 2001

                                       3
<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.                        Description
- -----------                        -----------

5                   Opinion of Thomas F. Seligson, Esq., Counsel of Alcoa Inc.

23                  Consent of Thomas F. Seligson, Esq., Counsel of Alcoa Inc.
                    (included in Exhibit 5).

                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>dex5.txt
<DESCRIPTION>OPINION OF THOMAS F. SELIGSON, ESQ.
<TEXT>

<PAGE>


                                                                       EXHIBIT 5

May 23, 2001


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

Ladies and Gentlemen:

This opinion is being furnished in connection with the (i) Registration
Statement on Form S-3 (File No. 333-59044; 333-59044-01) (the "Registration
Statement") filed by Alcoa Inc. (the "Company") and Alcoa Trust I (the "Trust")
with the Securities and Exchange Commission (the "Commission") for the purpose
of registering under the Securities Act of 1933, as amended (the "Act"), up to
$3,000,000,000 aggregate offering price of the Company's debt securities,
warrants to purchase debt securities, Class B Serial Preferred Stock, $1.00 par
value, and common stock, $1.00 par value, and Trust Preferred Securities of the
Trust and related guarantee of the Trust Preferred Securities by the Company
(collectively, the "Securities"), to be offered from time to time by the Company
or the Trust, as applicable, on terms to be determined at the time of the
offering; and (ii) the offering and sale by the Company of $500,000,000
principal amount of its 5 7/8% Notes Due 2006 and $1,000,000,000 principal
amount of its 6 1/2% Notes Due 2011 (together, the "Notes"), as described in the
Prospectus Supplement dated May 17, 2001 (the "Prospectus Supplement") and the
accompanying Prospectus dated April 26, 2001 (the "Prospectus").

As a Counsel of the Company, I am generally familiar with its legal affairs. In
addition, I have examined the Articles and By-Laws of the Company; the Indenture
dated as of September 30, 1993 (the "Indenture") between the Company and Chase
Manhattan Trust Company, National Association, as successor trustee to PNC Bank,
National Association, as Trustee, under which the Notes will be issued; the
Registration Statement; the resolutions adopted by the Board of Directors of the
Company relating to the filing of the Registration Statement and the issuance
and sale of the Securities; the Certificate of Designated Officer Establishing
Terms of Debt Securities dated May 17, 2001; other certificates of officers of
the Company; and such other documents and corporate records as I have considered
necessary for the purposes of this opinion.

On the basis of the foregoing, I advise you that, in my opinion, the Notes have
been duly and validly authorized by the Company, and, upon proper execution,
delivery and authentication in accordance with the provisions of the Indenture
against payment therefor, the Notes will be legally issued and will constitute
valid and binding obligations of the Company enforceable against the Company in
accordance with and subject to their respective terms and the terms of the
Indenture, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium and similar laws of
general applicability relating to or affecting the enforcement of creditors'
rights and by general equitable principles, and except that no opinion is
expressed as to the availability of the remedy of specific performance.
<PAGE>

I am a member of the bar of the Commonwealth of Pennsylvania and my opinion is
limited to the laws of the Commonwealth of Pennsylvania and the laws of the
United States of America.

I hereby consent to the filing of this opinion as an exhibit to the Current
Report on Form 8-K of the Company dated the date hereof and to the reference to
me under the heading "Legal Matters" in the Prospectus Supplement and under the
heading "Legal Matters" in the Prospectus. In giving my consent, I do not admit
that I come within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission under the
Act.

Very truly yours,


/s/ Thomas F. Seligson

Thomas F. Seligson

                                       2
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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