SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MUSCARI JOSEPH C

(Last)

(First)

(Middle)

201 ISABELLA STREET

(Street)

PITTSBURGH

15212

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/20/2004

3. Issuer Name and Ticker or Trading Symbol
ALCOA INC [ AA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,967	I	By Company 401(k) Plan
Common Stock	66,035	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	08/15/2000	01/13/2005	Common Stock	27,034	$36.6562	D
Employee Stock Option (right to buy)	08/22/2000	01/13/2007	Common Stock	35,974	$36.25	D
Employee Stock Option (right to buy)	08/28/2000	01/13/2009	Common Stock	49,992	$36.7187	D
Employee Stock Option (right to buy)	11/22/2000	01/13/2008	Common Stock	1,438	$32.2343	D
Employee Stock Option (right to buy)	08/01/2001	01/11/2006	Common Stock	29,490	$37.6	D
Employee Stock Option (right to buy)	08/02/2001	01/13/2008	Common Stock	22,625	$37.88	D
Employee Stock Option (right to buy)	10/20/2001	01/13/2008	Common Stock	18,314	$40.4	D
Employee Stock Option (right to buy)	11/17/2001	01/14/2010	Common Stock	54,176	$44.7252	D
Employee Stock Option (right to buy)	01/11/2003	01/11/2012	Common Stock	99,000	$36.035	D
Employee Stock Option (right to buy)	07/28/2002	01/12/2011	Common Stock	66,707	$36.115	D
Employee Stock Option (right to buy)	01/10/2004⁽¹⁾	01/10/2013	Common Stock	68,467	$22.555	D
Employee Stock Option (right to buy)	07/12/2004	01/10/2013	Common Stock	26,752	$36.295	D
Employee Stock Option (right to buy)	01/15/2005⁽²⁾	01/15/2010	Common Stock	76,700	$35.655	D
Phantom Stock Units	⁽³⁾	⁽³⁾	Common Stock	1,787	⁽⁴⁾	D

Explanation of Responses:

1. The option vests in three equal annual installments beginning January 10, 2004.

2. The option vests in three equal annual installments beginning January 15, 2005.

3. Phantom stock units were acquired under the Alcoa Deferred Compensation Plan and are to be paid out in cash after termination of employment.

4. 1 For 1

Remarks:

	Brenda Hart (Assistant Secretary), by power of attorney	02/25/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.