SC 14D9/A

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

SCHEDULE 14D-9

Solicitation/Recommendation Statement under Section 14(d)(4)
of the Securities Exchange Act of 1934

(Amendment No. 3)

ALCAN INC.
(Name of Subject Company)

ALCAN INC.
(Name of Person(s) Filing Statement)

Common Shares
Common Share Purchase Rights
(Title of Class of Securities)

013716105
(CUSIP Number of Class of Securities)

Roy Millington, Secretary
Alcan Inc.
1188 Sherbrooke Street West
Montreal, Quebec, Canada H3A 3G2
514-848-8000

(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the person(s) filing statement)

With copies to:

Scott D. Miller
George J. Sampas
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004 Norman M. Steinberg
Andrew Bleau
Ogilvy Renault LLP
1981 McGill College Avenue
Montreal QC, Canada H3A 3C1

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

Introduction

        This Amendment No. 3 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (the "Statement") originally filed by Alcan Inc. on May 22, 2007, as amended by Amendment No. 1 filed on May 23, 2007 and Amendment No. 2 filed on May 23, 2007.  Except as otherwise noted, the information set forth in the original Statement, as amended by Amendments No. 1 and 2 thereto, remains unchanged.    

Item 9.  Exhibits. 

        Item 9 is hereby amended and supplemented by adding the following exhibit: 

Exhibit No.	Description
(a)(13)	Advertisement published on May 24, 2007 in Canadian newspapers.

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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. 

May 24, 2007                                                                          /s/ Roy Millington                                   

                                                                                                Roy Millington

                                                                                                Secretary

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EX-99

Exhibit (a)(13)    Advertisement published on May 24, 2007 in Canadian newspapers.

An Open Letter to Our Friends,

Colleagues and Communities

As you know, on May 7, 2007, Alcoa announced a hostile take-over bid for Alcan.  On May 22, after a formal review of the bid, our Board of Directors unanimously recommended that Alcan shareholders reject the offer and not tender their shares.  We urge you to read our Directors' Circular posted at www.alcan.com for more information.

Why Alcan Rejected Alcoa's Hostile Bid

Our Board rejected Alcoa's hostile bid because it is not in the best interests of our shareholders.  As explained in our Director's Circular, the bid clearly does not reflect the value of Alcan, our extremely attractive assets and technology, our exceptional growth opportunities, and the demonstrated capabilities of management and our employees.

The offer is also highly conditional and fails to address significant risks associated with the proposed combination, especially with respect to the timing and substance of required regulatory approvals.  Furthermore, it has become clear over the course of the last several years that Alcan and Alcoa place fundamentally different priorities on creating shareholder value, as shown by Alcan's superior performance over the last five years.   

We have been and remain focused on exploring the best ways to deliver superior value to Alcan shareholders.  This uncompromising governing principle has led Alcan's share price to significantly outperform Alcoa's in recent years and resulted in record financial results for Alcan in 2006 and through the first quarter of 2007.  Over the five-year period ending May 4th, 2007 (the last trading day prior to Alcoa's offer), Alcan's share price rose 81%.  Alcoa's share price increased just 3% over the same period while the S&P 500 index rose 40%.   

It is worth noting that Alcoa's hostile public bid came after two other inadequate and highly uncertain proposals were made privately to Alcan in the last two years.  Both of those proposals were unanimously rejected by our Board and Alcan's share price quickly eclipsed both in the normal course.

Why Alcan Has Been Silent on Alcoa's Bid Until Now

Following this unsolicited offer, Alcan's Board of Directors had a fiduciary obligation to formally review the offer and make a recommendation to shareholders.  Until our Board went through this process and filed our Circular on May 22, it was inappropriate to comment.  But, that did not mean that we had nothing to say.  

Where Alcan Goes From Here

Alcan is a company with a proven history of doing the right thing for our shareholders, employees, customers, partners, and the communities in which we live and work.  Our recent financial and share price performance demonstrate the value of our business and financial strategies and plans.  We are proud to have been named the "World's Most Admired Metals Company" by Fortune Magazine in March of this year.  We owe this success to the loyalty and hard work of our employees and the support of our customers and communities.

Our industry's landscape is changing rapidly and we have many potential paths to a greater future.  We are committed to delivering value for our shareholders while honouring our record of sustainable growth and responsible corporate citizenship. Thank you for your continued support.  

Sincerely,

L. Yves Fortier	Richard B. Evans
Chairman	President & Chief Executive Officer