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): November 14, 2008 (November 13, 2008)

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)

(Former Name or Former Address, if Changed Since Last Report)

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 November 13, 2008, the Board of Directors of Alcoa Inc. (“Alcoa”), upon recommendation of its Governance and Nominating Committee, appointed Patricia F. Russo, former Chief Executive Officer of Alcatel Lucent, to the Board of Directors of Alcoa. Ms. Russo was appointed to the class of directors whose terms expire at the annual meeting of shareholders in 2009. She has been named as a member of the Compensation and Benefits Committee of the Board.

Ms. Russo will receive compensation for her service on the Board in accordance with the terms described under the caption “Director Compensation” of Alcoa’s proxy statement that was filed with the Securities and Exchange Commission on March 17, 2008. In addition, Alcoa will enter into an indemnity agreement with Ms. Russo 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.)

A copy of the press release announcing the appointment of Ms. Russo is attached hereto as Exhibit 99 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following is filed as an exhibit to this report:

99 Alcoa Inc. press release dated November 13, 2008.

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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/ J. Michael Schell
Name:	J. Michael Schell
Title:	Executive Vice President – Business Development and Law

Date: November 14, 2008

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EXHIBIT INDEX

Exhibit No.	Description
99	Alcoa Inc. press release dated November 13, 2008.

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EX-99

Exhibit 99

11/13/2008

Patricia F. Russo Appointed to Alcoa Board of Directors

NEW YORK—(BUSINESS WIRE)—Alcoa (NYSE:AA) announced today that its board of directors has appointed Patricia F. Russo, 56, a director of the company effective immediately. Ms. Russo is the former chief executive officer of Alcatel-Lucent, the world’s leading communication solutions provider formed in 2006 by the merger of Alcatel in France and Lucent in the U.S. Prior to the combination of Alcatel and Lucent, she was Chairman and Chief Executive Officer of Lucent. She will stand for re-election at the next shareholders meeting in May 2009.

In making the announcement, Alcoa Chairman Alain Belda said, “Pat has significant expertise in business and is recognized as one of the most powerful leaders in business. We welcome her to the Alcoa board of directors.”

Alcoa CEO Klaus Kleinfeld said, “I worked with Pat when she was leading Lucent and I have great admiration for her business skills and abilities. She will be a great asset to our board.”

During Russo’s tenure as Lucent CEO which began in 2002, Lucent implemented a new operating model, developed a more customer- and marketing-driven culture, won new business in emerging markets, expanded the role and reach of Bell Labs, and successfully completed the merger with Alcatel. She was elevated to chairman and CEO in 2003. Russo is one of the founding executives of Lucent, and helped launch the company in 1996. She spent more than 20 years of her career managing some of Lucent’s and AT&T’s largest divisions and corporate functions.

Before joining AT&T in 1981, Russo spent eight years in sales and marketing at IBM. She also served as president and chief operating officer at Eastman Kodak Company (2001-2002) before returning to Lucent as CEO in 2002.

In addition to serving on Alcoa’s board of directors, Russo sits on the board of the Schering-Plough Corporation, a worldwide, research-based pharmaceutical company, where she chairs the governance committee.

Russo earned a bachelor’s degree in political science and history in 1973 from Georgetown University in Washington, D.C. She completed the Advanced Management Program at Harvard University in 1989. Russo received an Honorary Doctorate of Engineering from Stevens Institute of Technology, as well as an Honorary Doctorate in Entrepreneurial Studies from Columbia College in South Carolina.

About Alcoa

Alcoa is the world leader in the production and management of primary aluminum, fabricated aluminum and alumina combined, through its active and growing participation 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 including flat-rolled products, hard alloy extrusions, and forgings, Alcoa also markets Alcoa(R) wheels, fastening systems, precision and investment castings, and building systems. The Company has 97,000 employees in 34 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