SC 14D1/A

  
                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
  
                           ------------
  
                         SCHEDULE 14D-1/A
                        (AMENDMENT NO. 7)
            TENDER OFFER STATEMENT PURSUANT TO SECTION
         14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
  
                           ------------
  
                            ALUMAX INC.
                     (NAME OF SUBJECT COMPANY)
  
                       AMX ACQUISITION CORP.
                   A WHOLLY OWNED SUBSIDIARY OF
                    ALUMINUM COMPANY OF AMERICA
                             (BIDDERS)
  

              COMMON STOCK, PAR VALUE $.01 PER SHARE
                 (TITLE OF CLASS OF SECURITIES)
  

                            022197 10 7
              (CUSIP NUMBER OF CLASS OF SECURITIES)

  
                     LAWRENCE R. PURTELL, ESQ.
                    ALUMINUM COMPANY OF AMERICA
                          425 SIXTH AVENUE
                   PITTSBURGH, PENNSYLVANIA 15219
                      TELEPHONE:  (412) 553-4545
   (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE  
               NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
                               

                           With copies to:  
  
                       J. MICHAEL SCHELL, ESQ.
                       MARGARET L. WOLFF, ESQ.
             SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                           919 THIRD AVENUE
                      NEW YORK, NEW YORK 10022
                     TELEPHONE: (212) 735-3000
  

                            JUNE 17, 1998




      This Amendment No. 7 to the Tender Offer Statement on Schedule 14D-1
 relates to the offer by AMX Acquisition Corp., a Delaware corporation (the
 "Purchaser"), and a wholly owned subsidiary of Aluminum Company of
 America, a Pennsylvania corporation (the "Parent"), to purchase up to
 27,000,000 shares of common stock, par value $.01 per share (the
 "Shares"), of Alumax Inc., a Delaware corporation (the "Company"), at a
 price of $50.00 per Share, net to the seller in cash, upon the terms and
 subject to the conditions set forth in the Purchaser's Offer to Purchase,
 dated March 13, 1998 (the "Offer to Purchase"), and in the related Letter
 of Transmittal (which together constitute the "Offer").  Defined terms
 used but not otherwise defined herein shall have the meanings set forth in
 the Offer to Purchase. 
  
  
 ITEM 6.   INTEREST IN SECURITIES OF THE SUBJECT COMPANY 
  
      Item 6 is hereby amended and supplemented by adding to the end thereof
 the following: 
  
            "The Offer expired at 5:00 p.m., New York City time, on
      Tuesday, June 16, 1998.  Subject to final verification, as of
      that time 48,735,112 Shares had been validly tendered and not
      withdrawn pursuant to the Offer.  The Purchaser purchased
      27,540,000 Shares in the Offer (including Shares tendered
      pursuant to notices of guaranteed delivery).  Accordingly, the
      preliminary proration factor is 56.51%.  A copy of the press
      release announcing the expiration of the Offer is attached hereto
      as Exhibit (a)(8)(vi) and is incorporated herein by reference." 

  
 ITEM 11.   MATERIAL TO BE FILED AS EXHIBITS.  
  
      Item 11 is hereby amended and supplemented by adding the following
 Exhibit: 

  

       (a)(8)(vi)  -- Press Release issued by the Parent on June 17, 1998.




                                SIGNATURE
  

      After due inquiry and to the best of its knowledge and belief, the
 undersigned certifies that the information set forth in this statement is
 true, complete and correct.  
  


                                   AMX Acquisition Corp.


                                   By: /s/ Richard B. Kelson
                                      -----------------------------------

                                      Name:  Richard B. Kelson  

                                      Title: Vice President and Treasurer
                                    


 Dated: June 17, 1998 



                                 SIGNATURE  
  

      After due inquiry and to the best of its knowledge and belief, the
 undersigned certifies that the information set forth in this statement is
 true, complete and correct.  
  
  

                                   Aluminum Company of  America  
                                    

                                     

                                   By: /s/ Richard B. Kelson
                                      -----------------------------------

                                      Name:  Richard B. Kelson  

                                      Title: Executive Vice President and
                                               Chief Financial Officer  
                                    

 Dated: June 17, 1998 



                               EXHIBIT INDEX  
  

 EXHIBIT                                                 PAGE IN SEQUENTIAL
   NO.                                                    NUMBERING SYSTEM


 (a)(8)(vi)      Press Release issued by the Parent on
                 June 17, 1998.  

EX-99

 Editorial Contact:  Bonita A. Cersosimo 
  

 Phone No.           (412) 553-4462 
  
  
 ALCOA COMPLETES TENDER OFFER FOR ALUMAX 
  
  


           PITTSBURGH, June 17, 1998  -  Alcoa (NYSE: AA) announced today
 that it accepted 27,540,000 shares of common stock of Alumax Inc. (NYSE:
 AMX) for payment in connection with its $50 per share cash tender offer.
 This represents approximately 51% of the total outstanding Alumax shares. 

           The tender offer expired at 5:00 p.m., EDT, yesterday.  At that
 time, 48,735,112 shares had been tendered or guaranteed, resulting in a
 preliminary proration factor of 56.51%.  The final proration factor will
 be determined by a depositary (First Chicago Trust Company of New York)
 within a few days. 

           As previously announced, the tender offer will be followed by a
 merger in which the remaining outstanding shares of Alumax common stock
 will be converted into .6975 of a share of Alcoa common stock.  The
 proposed merger is subject to the approval by a majority of Alumax
 stockholders at a special meeting in late July.  Proxy materials will be
 mailed to Alumax stockholders shortly. 


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