8-K

UNITED STATES

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): February 6, 2007

ALCOA INC.

(Exact name of Registrant as specified in its charter)

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

390 Park Avenue, New York, New York	10022-4608
(Address of Principal Executive Offices)	(Zip Code)

Office of Investor Relations 212-836-2674

Office of the Secretary 212-836-2732

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Effective February 16, 2007, the Board of Directors of Alcoa Inc. (“Alcoa”), upon recommendation of its Governance and Nominating Committee, appointed Ratan N. Tata to fill a vacancy on the Board of Directors. Mr. Tata was appointed for a term expiring at the regular meeting of shareholders at which the election of the class of directors whose terms expire in 2008 will be submitted for shareholder approval. A copy of the press release announcing Mr. Tata’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Mr. Tata has been named as a member of the Public Issues Committee of the Board.

In connection with Mr. Tata’s appointment to the Board, Alcoa will enter into an indemnity agreement with him in the form approved in principle by Alcoa shareholders and which Alcoa has entered into with each of its directors to supplement the indemnification coverage provided by Alcoa’s Articles of Incorporation and By-Laws and the Pennsylvania Business Corporation Law. (See Form of Indemnity Agreement between Alcoa and individual directors or officers, incorporated by reference to exhibit 10(j) to Alcoa’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 1987.)

Item 8.01. Other Events.

In accordance with Rule 135c of the Securities Act of 1933, as amended, copies of press releases issued by Alcoa on February 6, 2007 and February 15, 2007 relating to its offers to exchange certain debt securities are attached hereto as Exhibits 99.2 and 99.3, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following are filed as exhibits to this report:

99.1	Alcoa Inc. press release dated February 16, 2007.
99.2	Alcoa Inc. press release dated February 6, 2007.
99.3	Alcoa Inc. press release dated February 15, 2007.

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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
Name:	Lawrence R. Purtell
Title:	Executive Vice President and General Counsel

Date: February 16, 2007

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Alcoa Inc. press release dated February 16, 2007.
99.2	Alcoa Inc. press release dated February 6, 2007.
99.3	Alcoa Inc. press release dated February 15, 2007.

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EX-99.1

Exhibit 99.1

Editorial Contacts:	Kevin G. Lowery
	Alcoa Inc.
	412-553-1424
	Ms. Christabelle Noronha
	Vice President - Content and Media
	(91-22) 6665-7887
	chris@tata.com

Alcoa Appoints Ratan Tata, Chairman of Tata Sons Ltd. of India, To Board of Directors

New York, February 16, 2007 – Alcoa announced today Ratan N. Tata, Chairman of Tata Sons Ltd., has been appointed a director of the company to fill a vacancy on the board. Tata Sons is the holding company of the Tata Group, India’s largest private sector conglomerate. There are now 11 directors on Alcoa’s board.

In making the announcement, Alcoa Chairman and CEO Alain Belda said, “Ratan’s global business acumen and his depth of knowledge about quality and customer satisfaction will make him a valuable addition to our Board of Directors.”

Ratan Tata, who joined the Tata Group in 1962, became chairman of the holding company, Tata Sons Ltd. in 1991. Under his leadership, the Tata Group has grown globally primarily through acquisitions. Most recently, Tata Steel bought Corus of the U.K., making Tata Steel the world’s fifth largest steelmaker. The Tata Group has 96 companies in seven business sectors: information systems and communications; engineering; materials; services; energy; consumer products; and chemicals. Its major Group companies include Tata Motors, Tata Steel, Tata Consultancy Services, Tata Power, Tata Tea, Tata Chemicals, Indian Hotels, Tata Teleservices, VSNL and Tata AutoComp. The Group had 2006 revenues totaling $21.9 billion and has operations in more than 54 countries across six continents.

Mr. Tata is involved with organizations worldwide in varying capacities. In addition to serving on Alcoa’s board, he is a director of Fiat S.p.A. He serves on the international advisory boards of Mitsubishi Corporation, the American International Group and JP Morgan Chase. He is a member of the Asia-Pacific Advisory Committee to the New York Stock Exchange and chairs the advisory board of RAND’s Center

for Asia Pacific Policy. Mr. Tata is on the board of trustees of the RAND Corporation, Cornell University and the University of Southern California. He is a member of the Global Business Council on HIV/AIDS and the program board of the Bill & Melinda Gates Foundation’s India AIDS initiative. In India, Mr. Tata is chairman of the Government of India’s Investment Commission, and a member of several business, industry and trade organizations.

Mr. Tata, 69, holds a bachelor’s degree in architecture from Cornell University and completed the Advanced Management Program at Harvard Business School in 1975.

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

Investor Contact	Media Contact
Tony Thene	Kevin G. Lowery
(212) 836-2674	(412) 553-1424
	Mobile (724) 422-7844

ALCOA INC. ANNOUNCES EXPIRATION OF EARLY PARTICIPATION PERIOD

FOR EXCHANGE OFFERS FOR ITS 7 3/8% NOTES DUE 2010,

6 1/2% NOTES DUE 2011 AND 6% NOTES DUE 2012

New York, NY – February 6, 2007 – Alcoa Inc. today announced the expiration of the early participation period in connection with its offers to exchange up to $500,000,000 of its outstanding 7  ³/8% notes due 2010, up to $500,000,000 of its outstanding 6  ¹/2% notes due 2011 and up to $500,000,000 of its outstanding 6% notes due 2012 (the “old notes”) for up to $1,500,000,000 aggregate principal amount of its new notes due 2019 and new notes due 2022 (the “new notes”).

As of 5:00 p.m. New York City time, on February 5, 2007 (the “early participation date”), the aggregate principal amount of each series of the old notes validly tendered and not validly withdrawn was as follows:

7  3/8% Notes due 2010	6  1/2% Notes due 2011	6% Notes due 2012
$482,905,000	$416,546,000	$479,148,000

The total exchange price for each series of the old notes accepted for exchange will be based on a fixed-spread pricing formula and will be calculated at 2:00 p.m., New York City time, on February 15, 2007, assuming no extension of the expiration date. Holders of the old notes who validly tendered by the early participation date will receive an early participation payment as set forth in the Offering Memorandum dated January 23, 2007, and no longer have the right to withdraw their tender of old notes. The offers will expire at midnight, New York City time, on February 20, 2007, unless extended or earlier terminated.

The exchange offers are only made, and copies of the offering documents will only be made available, (i) to holders of old notes that have certified certain matters to Alcoa, including their status as “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933 (the “Securities Act”) or (ii) outside the United States, to holders of old notes who are non-U.S. persons in compliance with Regulation S under the Securities Act.

The new notes have not been registered under the Securities Act or any state securities laws. Therefore, the new notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

This news release is neither an offer to purchase, an offer to sell nor a solicitation of an offer to purchase or sell any securities. The exchange offers are being made only to eligible holders pursuant to the offering memorandum and only in such jurisdictions as is permitted under applicable law.

Alcoa is the world’s leading producer and manager of primary aluminum, fabricated aluminum and alumina facilities, 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^® foils and plastic wraps, Alcoa^® wheels, and Baco^® household wraps. Among its other businesses are closures, fastening systems, precision castings, and electrical distribution systems for cars and trucks. The company has 123,000 employees in 44 countries and has been named one of the top most sustainable corporations in the world at the World Economic Forum in Davos, Switzerland. More information can be found at www.alcoa.com.

EX-99.3

Exhibit 99.3

FOR IMMEDIATE RELEASE

Investor Contact	Media Contact
Tony Thene	Kevin G. Lowery
(212) 836-2674	(412) 553-1424
	Mobile (724) 422-7844

Alcoa Announces Pricing for Exchange Offers

New York, NY – February 15, 2007 – Alcoa Inc. today announced the pricing terms of its new series of notes due 2019 (the “2019 notes”) and new series of notes due 2022 (the “2022 notes” and collectively with the 2019 notes, the “new notes”) which are to be issued in exchange for up to $1,500,000,000 in aggregate principal amount of its outstanding 7-3/8% notes due 2010 (the “2010 notes”), 6-1/2% notes due 2011 (the “2011 notes”) and 6% notes due 2012 (the “2012 notes” and collectively with the 2010 notes and 2011 notes, the “old notes”).

The total exchange price for each $1,000 principal amount of:

(a) 2010 notes tendered, using a yield of 5.046%, will be $1,072.64, consisting of $1,000 principal amount of new notes and $72.64 in cash;

(b) 2011 notes tendered, using a yield of 5.096%, will be $1,053.20, consisting of $1,000 principal amount of new notes and $53.20 in cash; and

(c) 2012 notes tendered, using a yield of 5.146%, will be $1,036.48, consisting of $1,000 principal amount of new notes and $36.48 in cash.

The total exchange price includes an early participation amount that is payable only to holders of old notes that validly tendered and did not validly withdraw their old notes at or prior to 5:00 p.m., New York City time, on February 5, 2007 (the “early participation date”). Holders of old notes that validly tender their old notes after the early participation date but prior to the expiration date of the exchange offers will receive the total exchange price less the early participation amount.

The new 2019 notes will mature on February 23, 2019 and the new 2022 notes will mature on February 23, 2022. The interest rate on the 2019 notes will be 5.72% and the interest rate on the 2022 notes will be 5.87%. Interest on the new notes will accrue from the settlement date (expected to be February 23,

2007). Alcoa will pay accrued and unpaid interest on the old notes that are accepted in the exchange offers to, but not including, the settlement date.

The exchange offers will expire at midnight, New York City time, on February 20, 2007 (the “expiration date”), unless extended or earlier terminated.

The exchange offers are only made, and copies of the offering documents will only be made available (i) to holders of old notes that have certified certain matters to Alcoa, including their status as “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933 or (ii) outside the United States, to holders of old notes who are non-U.S. persons in compliance with Regulation S under the Securities Act (“eligible holders”).

This news release is neither an offer to purchase, an offer to sell nor a solicitation of an offer to purchase or sell any securities. The exchange offers are being made only to eligible holders pursuant to the offering memorandum and only in such jurisdictions as is permitted under applicable law.

Alcoa is the world’s leading producer and manager of primary aluminum, fabricated aluminum and alumina facilities, 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^® foils and plastic wraps, Alcoa^® wheels, and Baco^® household wraps. Among its other businesses are closures, fastening systems, precision castings, and electrical distribution systems for cars and trucks. Alcoa has 123,000 employees in 44 countries and has been named one of the top most sustainable corporations in the world at the World Economic Forum in Davos, Switzerland. More information can be found at www.alcoa.com.