Date:    12/18/97 3:39 PM
     
     
I am pleased to submit this letter on behalf of Aluminum Company of America 
(Alcoa) in response to the release by the Securities and Exchange 
Commission requesting comments on proposed amendments to Commission rules 
on shareholder proposals.
     
Alcoa generally supports the package of changes proposed in the release. 
 We are limiting our comments to those sections of the release with which 
we either disagree or strongly agree.
     
1. Part A.  We applaud the revision to permit both companies and 
shareholders to communicate with the Commission on Rule 14a-8 matters via 
electronic mail.  This greatly reduces paperwork and facilitates prompt 
response.
     
2. Part C.  We agree with the proposed deletion from Rule 14a-8(c)(5) of 
the exception for proposals that fall below certain dollar thresholds, but 
are "otherwise significantly related" to the registrant's business.  This 
would clarify the rule's applicability to matters that are of little 
significance to registrants.  We do not agree, however, that the revised 
rule should apply only to matters relating to the purchase or sale of goods 
or services.  It should instead apply to any matter that is reasonably 
capable of quantification.  Corporate charitable activities, for instance, 
if otherwise insignificant, should be excludable under this rule.  We would 
support lower thresholds (e.g. 1% of revenues) for non purchase and sale 
matter activities as a reasonable balance to assure that shareholders are 
not required to consider matters that are far removed from the company's 
principal business activities.  The revised economic thresholds for 
purchase and sale matters (the lower of $10 million or 3% of revenues) are 
reasonable in our view.
     
3. Part D.  We concur with the Commission's reasons for overriding the 
Cracker Barrel decision as part of this package of reforms.  We believe a 
case-by-case approach to the "ordinary business" exclusion is workable, 
particularly in light of the two central considerations underlying the rule 
that are now articulated by the Commission.
     
4. Part E.  In our opinion, the increase in the resubmission thresholds 
does not go far enough.  We would support increasing the initial threshold 
to 10%; and the second to 20%.  The proposed increase of the third 
threshold to 30% is reasonable.  We agree with the current standard of 
"votes cast" since this is the measure of most other matters submitted for 
shareholder vote (unless otherwise provided by state law or the company's 
constituent documents).
     
5. Part F.  The proposed override mechanism is unworkable in our opinion, 
and it is not necessary.  If a matter falls below the economic thresholds 
of Rule 14a-8(c)(5) or is excludable as ordinary business under Rule 
14a-8(c)(7), it should not matter whether it was proposed by a holder of 
1000 shares or 10 million shares.  It is excludable because of its subject 
matter.  Moreover, the timing of the override mechanism will create havoc 
in the ordinary shareholder meeting proxy statement preparation process, 
for matters that are arguably not significantly related to corporate 
business.
     
Thank you for the opportunity to comment on the proposed changes.
     
Very truly yours,
     
/s/Denis A. Demblowski
Denis A. Demblowski

(412) 553-3856