SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PURTELL LAWRENCE R

(Last)

(First)

(Middle)

201 ISABELLA STREET

(Street)

PITTSBURGH

15212

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALCOA INC [ AA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. VP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
07/13/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/13/2007		M		78,126	A	$40.35	115,060⁽¹⁾	I	By Trust⁽²⁾
Common Stock	07/13/2007		M		113,235	A	$43	228,295	I	By Trust⁽²⁾
Common Stock	07/13/2007		M		110,000	A	$36.035	338,295	I	By Trust⁽²⁾
Common Stock	07/13/2007		M		49,270	A	$35.22	387,565	I	By Trust⁽²⁾
Common Stock	07/13/2007		M		29,341	A	$36.295	416,906	I	By Trust⁽²⁾
Common Stock	07/13/2007		M		76,700	A	$35.655	493,606	I	By Trust⁽²⁾
Common Stock	07/13/2007		M		61,700	A	$29.54	555,306	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		10,100	D	$47.47	545,206	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		5,400	D	$47.46	539,806	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		600	D	$47.45	539,206	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		3,639	D	$47.42	535,567	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		8,670	D	$47.41	526,897	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		29,600	D	$47.4	497,297	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		1,200	D	$47.38	496,097	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		2,300	D	$47.36	493,797	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		4,261	D	$47.35	489,536	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		5,452	D	$47.34	484,084	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		36,300	D	$47.33	447,784	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		6,300	D	$47.32	441,484	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		16,300	D	$47.31	425,184	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		94,588	D	$47.3	330,596	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		3,100	D	$47.29	327,496	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		2,700	D	$47.28	324,796	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		12,300	D	$47.27	312,496	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		46,200	D	$47.26	266,296	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		15,600	D	$47.25	250,696	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		2,300	D	$47.22	248,396	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		569	D	$47.21	247,827	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		15,287	D	$47.2	232,540	I	By Trust⁽²⁾
Common Stock	07/13/2007		S		2,468	D	$47.19	230,072	I	By Trust⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$40.35	07/13/2007		M			78,126	10/20/2001	01/13/2009	Common Stock	78,126	$0⁽³⁾	0⁽⁴⁾	D
Employee Stock Option (right to buy)	$47.3139	07/13/2007		A⁽⁵⁾		72,124		01/13/2008	01/13/2009	Common Stock	72,124	$0⁽³⁾	72,124⁽⁴⁾	D
Employee Stock Option (right to buy)	$43	07/13/2007		M			113,235	11/16/2001	01/14/2010	Common Stock	113,235	$0⁽³⁾	0⁽⁴⁾	D
Employee Stock Option (right to buy)	$47.3243	07/13/2007		A⁽⁵⁾		107,834		01/13/2008	01/14/2010	Common Stock	107,834	$0⁽³⁾	107,834⁽⁴⁾	D
Employee Stock Option (right to buy)	$36.035	07/13/2007		M			110,000	⁽⁶⁾	01/11/2012	Common Stock	110,000	$0⁽³⁾	0⁽⁴⁾	D
Employee Stock Option (right to buy)	$35.22	07/13/2007		M			49,270	07/14/2002	01/12/2011	Common Stock	49,270	$0⁽³⁾	0⁽⁴⁾	D
Employee Stock Option (right to buy)	$36.295	07/13/2007		M			29,341	07/12/2004	01/10/2013	Common Stock	29,341	$0⁽³⁾	0⁽⁴⁾	D
Employee Stock Option (right to buy)	$35.655	07/13/2007		M			76,700	12/31/2005	01/15/2010	Common Stock	76,700	$0⁽³⁾	0⁽⁴⁾	D
Employee Stock Option (right to buy)	$29.54	07/13/2007		M			61,700	12/31/2005	01/13/2011	Common Stock	61,700	$0⁽³⁾	0⁽⁴⁾	D

Explanation of Responses:

1. This Form 4 is 1 of 2 Form 4's filed to report the reporting person's transactions on July 13, 2007. Refer to both Form 4's filed this date for the reporting person.

2. Held by a trust for the benefit of the reporting person. The reporting person's spouse is trustee of the trust.

3. Employee stock options are granted without payment of consideration.

4. In the aggregate, a total of 198,499 employee stock options (with various exercise prices and expiration dates) were beneficially owned by the reporting person as of the date of this report.

5. These are reload stock options granted in connection with the reporting person's exercise of outstanding options and payment of the option exercise costs by delivering to the Company (or selling) shares, as applicable, as reported herein.

6. The options exercised by the reporting person as reported herein vested in three annual installments on January 11, 2003, January 11, 2004 and January 11, 2005.

Remarks:

REMARKS: THIS FORM 4 IS 1 OF 2 FORM 4'S FILED TO REPORT THE REPORTING PERSON'S TRANSACTIONS ON JULY 13, 2007.

	Brenda Hart (Assistant Secretary), by power of attorney	07/17/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.