SC TO-T/A

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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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                               SCHEDULE TO/A
                               (RULE 14D-100)
               TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
         OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
                             (AMENDMENT NO. 2)

                         HOWMET INTERNATIONAL INC.
                     (Name of Subject Company (Issuer))

                           HMI ACQUISITION CORP.
                        A WHOLLY OWNED SUBSIDIARY OF
                                 ALCOA INC.
                    (Names of Filing Persons (Offerors))

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                  COMMON STOCK, PAR VALUE $0.01 PER SHARE
                       (Title of Class of Securities)
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                                 443208103
                   (CUSIP Number of Class of Securities)
                         LAWRENCE R. PURTELL, ESQ.
                                 ALCOA INC.
                            201 ISABELLA STREET
                            PITTSBURGH, PA 15212
                         TELEPHONE: (412) 553-4545
                   (Name, address and telephone number of
                    person authorized to receive notices
              and communications on behalf of filing persons)
                                  COPY TO:
                          J. MICHAEL SCHELL, ESQ.
                          MARGARET L. WOLFF, ESQ.
                  SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                             FOUR TIMES SQUARE
                             NEW YORK, NY 10036
                          TELEPHONE: 212-735-3000

                         CALCULATION OF FILING FEE
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        Transaction Valuation*                     Amount of Filing Fee
             $349,966,140                              $69,993.23**
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*  For purposes of calculating amount of filing fee only. This amount
   assumes (i) the purchase of all of the 15,383,307 outstanding publicly
   held shares of common stock of Howmet International Inc. and (ii)
   2,115,000 shares of common stock of Howmet International Inc. subject to
   options that will be vested and exercisable as of the closing of this
   offer. The amount of the filing fee calculated in accordance with Rule
   0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50 of
   1% of the transaction value.
** This amount has previously been paid.

[_]Check the box if any part of the fee is offset as provided by Rule
   0-11(a)(2) and identify the filing with which the offsetting fee was
   previously paid. Identify the previous filing by registration statement
   number or the Form or Schedule and the date of its filing.

   Amount Previously Paid: N/A      Form or Registration No.: N/A
   Filing party: N/A                      Date Filed: N/A

[_]Check the box if the filing relates solely to preliminary communications
   made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which
the statement relates:

   [X]third-party tender offer subject to Rule 14d-1.

   [_]issuer tender offer subject to Rule 13e-4.

   [_]going-private transaction subject to Rule 13e-3.

   [_]amendment to Schedule 13D under Rule 13d-2.

   Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]
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        This Amendment No. 2 to the Tender Offer Statement on Schedule TO
(the "Schedule TO"), filed initially with the Securities and Exchange
Commission on April 18, 2000, as amended by Amendment No. 1 thereto filed
with the Securities and Exchange Commission on May 9, 2000, relates to the
third-party tender offer by HMI Acquisition Corp. (the "Purchaser"), a
Delaware corporation and a wholly owned subsidiary of Alcoa Inc., a
Pennsylvania corporation, to purchase all of the shares of common stock,
par value $0.01 per share, of Howmet International Inc., a Delaware
corporation, at a price of $20.00 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated April 18, 2000 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which, together with
all amendments or supplements thereto, collectively constitute the
"Offer").

ITEMS 1, 4 AND 11.

        Items 1, 4 and 11 are hereby amended and supplemented to add the
following:

        "On May 16, 2000, Alcoa announced that it extended the Offer to
        6:00 p.m., New York City time, on Friday, May 19, 2000. A copy of
        the press release containing such announcement is filed as Exhibit
        (a)(9) to the Schedule TO and is incorporated herein by reference."

ITEM 12.

        Item 12 is hereby amended and supplemented to add the following
exhibit:

        (a)(9) Press Release, dated May 16, 2000.



                                 SIGNATURE

        After due 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.

                                          HMI ACQUISITION CORP.


                                          By: /s/ BARBARA S. JEREMIAH
                                          Name:  Barbara S. Jeremiah
                                          Title: Vice President


                                          ALCOA INC.


                                          By: /s/ RICHARD B. KELSON
                                          Name:  Richard. B. Kelson
                                          Title: Executive Vice President and
                                                 Chief Financial Officer


Dated: May 16, 2000




                                 EXHIBIT INDEX


        (a)(9)  Press Release, dated May 16, 2000.

EX-99

Editorial Contact:      Bonita A. Cersosimo
                        Alcoa
                        412 553 4462

Investor Relations:     Randall J. Killeen
                        Alcoa
                        412 553 2231

ALCOA EXTENDS TENDER OFFER FOR HOWMET


      PITTSBURGH, May 16, 2000-- Alcoa Inc. announced today that it has
extended its $20.00 per share cash tender offer for all of the outstanding
shares of Howmet International Inc. The tender offer, as extended, will
expire at 6:00 p.m. Eastern Daylight Savings Time on Friday, May 19, 2000.
As of the close of business on May 15, 2000, the number of shares of Howmet
common stock that had been validly tendered was 800,407, including
guaranteed deliveries. Alcoa's previously announced $57 per share cash
tender offer for Cordant Technologies Inc., which owns approximately 84.6%
of Howmet, is scheduled to expire at 5:00 p.m. Eastern Daylight Savings
Time on Friday, May 19, 2000.

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