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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950130-02-005598.txt : 20020807
<SEC-HEADER>0000950130-02-005598.hdr.sgml : 20020807
<ACCEPTANCE-DATETIME>20020807164318
ACCESSION NUMBER:		0000950130-02-005598
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20020807
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020807

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:		1934 Act
		SEC FILE NUMBER:	001-03610
		FILM NUMBER:		02721958

	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): August 7, 2002


                                   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.

           Alcoa Inc. announced that its Chairman and Chief Executive Officer,
Alain J. P. Belda, and Executive Vice President and Chief Financial Officer,
Richard B. Kelson, submitted sworn statements today to the U.S. Securities and
Exchange Commission (SEC) affirming the SEC filings made by the company in 2002.
The personal certifications were submitted in accordance with SEC Order No.
4-460.

           Copies of the press release and the sworn statements of Messrs. Belda
and Kelson are filed herewith as Exhibits 99.1, 99.2 and 99.3, respectively, and
are hereby incorporated herein by reference.

                                  ************

Other Recent Developments
- -------------------------

           On August 7, 2002, Moody's Investors Service announced in a corrected
press release that it had downgraded the long-term debt ratings of Alcoa from A1
to A2 and its rated subsidiaries from A2 to A3. Alcoa's Prime-1 short-term
rating was not affected at this time.

           In July 2002, Standard and Poor's Rating Services reaffirmed Alcoa's
long-term debt rating of A+ and its short-term debt rating of A-1.

Item 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

           (c) Exhibits

           99.1 Press Release dated August 7, 2002.

           99.2 Statement Under Oath of Principal Executive Officer.

           99.3 Statement Under Oath of Principal Financial Officer.





                                       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/ Lawrence R. Purtell
                                               ---------------------------------
                                               Lawrence R. Purtell
                                               Executive Vice President and
                                               General Counsel

Dated:  August 7, 2002




                                       3

<PAGE>

                                INDEX TO EXHIBITS

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

99.1                 Press Release dated August 7, 2002.

99.2                 Statement Under Oath of Principal Executive Officer.

99.3                 Statement Under Oath of Principal Financial Officer.



                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>dex991.txt
<DESCRIPTION>PRESS RELEASE DATED AUGUST 7, 2002
<TEXT>
<PAGE>


                                                                  Exhibit 99.1

Editorial Contact:         Kevin G. Lowery
                           Alcoa Inc.
                           412-553-1424

Investor Relations:        Charles D. McLane, Jr.
                           Alcoa Inc.
                           212-836-2674

Alcoa CEO and CFO Certify Company's Financial Statements

         Pittsburgh - August 7, 2002 - Alcoa Inc. announced that its Chairman
and CEO, Alain Belda, and Executive Vice President and CFO, Rick Kelson, signed
and submitted sworn statements today to the U.S. Securities and Exchange
Commission (SEC) affirming the SEC filings made by the company in 2002.

         "Alcoa has long had in place systems, procedures and controls to ensure
the accuracy of our results, and we continually refine and improve upon these
measures," said Belda. "This stems from our long-held company values, which are
designed to foster a culture of integrity and accountability. Integrity is a
bedrock principle upon which Alcoa has operated in the 19th, 20th, and now the
21st century. We will continue to think, act, and lead for the long-term.

         "Alcoa supports the drive for better governance across the corporate
sector. We believe the New York Stock Exchange guidelines and the requirements
of the Sarbanes-Oxley Act offer opportunities to improve governance. Alcoa
already has a strong internal governance structure in place, and we anticipate
no problem in fulfilling all of the new requirements," said Belda.

<PAGE>

         Belda and Kelson's personal certifications, as well as the entire
certification process, were reviewed with the company's audit committee. The
personal certifications were submitted in accordance with SEC Order No. 4-460.
The documents covered include Alcoa's 10-K for 2001, its 10-Q's for the first
and second quarters of 2002, its 2002 proxy statement and all 8-K's filed in
2002 to the date of the statements.

         Alcoa is the world's leading producer of primary aluminum, fabricated
aluminum and alumina, and is active in all major aspects of the industry. Alcoa
serves the aerospace, automotive, packaging, building and construction,
commercial transportation and industrial markets, bringing design, engineering,
production and other capabilities of Alcoa's businesses to customers. In
addition to aluminum products and components, Alcoa also markets consumer brands
including Reynolds Wrap(R) foils and plastic wraps, Alcoa(R) wheels, and Baco(R)
household wraps. Among its other businesses are vinyl siding, closures,
precision castings, and electrical distribution systems for cars and trucks. The
company has 129,000 employees in 38 countries.

         Note: Last week Alain Belda wrote to Alcoa employees worldwide
discussing integrity, accountability and ethics. To view the letter to
employees, go to http://www.alcoa.com/global/en/investment/corp_governance.asp.

         Forward Looking Statement
         -------------------------

         Certain statements relate to future events and expectations and as such
constitute forward-looking statements involving known and unknown risks,
uncertainties and other factors that may cause actual results, performance or
achievements of Alcoa to be different from those expressed or implied in the
forward-looking statements. Important factors that could cause actual results to
differ materially from those in the forward-looking statements include changes
in legislation and other risk factors summarized in Alcoa's 2001 10-K report and
other SEC reports.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>dex992.txt
<DESCRIPTION>STMT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER
<TEXT>
<PAGE>

                                                                    Exhibit 99.2

               Statement Under Oath of Principal Executive Officer
               and Principal Financial Officer Regarding Facts and
                 Circumstances Relating to Exchange Act Filings

I, Alain J. P. Belda, state and attest that:

         (1) To the best of my knowledge, based upon a review of the covered
         reports of Alcoa Inc., and, except as corrected or supplemented in a
         subsequent covered report:

               o     no covered report contained an untrue statement of a
                     material fact as of the end of the period covered by such
                     report (or in the case of a report on Form 8-K or
                     definitive proxy materials, as of the date on which it was
                     filed); and

               o     no covered report omitted to state a material fact
                     necessary to make the statements in the covered report, in
                     light of the circumstances under which they were made, not
                     misleading as of the end of the period covered by such
                     report (or in the case of a report on Form 8-K or
                     definitive proxy materials, as of the date on which it was
                     filed).

         (2) I have reviewed the contents of this statement with the Company's
         audit committee.

         (3) In this statement under oath, each of the following, if filed on or
         before the date of this statement is a "covered report":

               o     Annual Report on Form 10-K for the year ended December 31,
                     2001 of Alcoa Inc.;

               o     all reports on Form 10-Q, all reports on Form 8-K and all
                     definitive proxy materials of Alcoa Inc. filed with the
                     Commission subsequent to the filing of the Form 10-K
                     identified above; and

               o     any amendments to any of the foregoing.



/s/ Alain J. P. Belda                          Subscribed and sworn to
- --------------------------------               before me this 06 day of
Alain J. P. Belda                              August, 2002.
August 6, 2002
                                               /s/ Gina Gulino
                                               -------------------------------
                                               Notary Public

                                               My Commission Expires: 12/28/02
                                               GINA GULINO
                                               NOTARY PUBLIC, STATE OF NEW YORK
                                               NO. 01GU6018092
                                               QUALIFIED IN QUEENS COUNTY
                                               CERT. FILED IN NEW YORK COUNTY
                                               COMMISSION EXPIRES DEC. 28, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>dex993.txt
<DESCRIPTION>STMT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER
<TEXT>
<PAGE>

                                                                    Exhibit 99.3


               Statement Under Oath of Principal Executive Officer
               and Principal Financial Officer Regarding Facts and
                 Circumstances Relating to Exchange Act Filings

I, Richard B. Kelson, state and attest that:

         (1) To the best of my knowledge, based upon a review of the covered
         reports of Alcoa Inc., and, except as corrected or supplemented in a
         subsequent covered report:

               o     no covered report contained an untrue statement of a
                     material fact as of the end of the period covered by such
                     report (or in the case of a report on Form 8-K or
                     definitive proxy materials, as of the date on which it was
                     filed); and

               o     no covered report omitted to state a material fact
                     necessary to make the statements in the covered report, in
                     light of the circumstances under which they were made, not
                     misleading as of the end of the period covered by such
                     report (or in the case of a report on Form 8-K or
                     definitive proxy materials, as of the date on which it was
                     filed).

         (2) I have reviewed the contents of this statement with the Company's
         audit committee.

         (3) In this statement under oath, each of the following, if filed on or
         before the date of this statement is a "covered report":

               o     Annual Report on Form 10-K for the year ended December 31,
                     2001 of Alcoa Inc.;

               o     all reports on Form 10-Q, all reports on Form 8-K and all
                     definitive proxy materials of Alcoa Inc. filed with the
                     Commission subsequent to the filing of the Form 10-K
                     identified above; and

               o     any amendments to any of the foregoing.



/s/ Richard B. Kelson                          Subscribed and sworn to
- --------------------------------               before me this 06 day of
Richard B. Kelson                              August, 2002.
August 6, 2002
                                               /s/ Gina Gulino
                                               ------------------------------
                                               Notary Public

                                               My Commission Expires: 12/28/02
                                               GINA GULINO
                                               NOTARY PUBLIC, STATE OF NEW YORK
                                               NO. 01GU6018092
                                               QUALIFIED IN QUEENS COUNTY
                                               CERT. FILED IN NEW YORK COUNTY
                                               COMMISSION EXPIRES DEC. 28, 2002




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
