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

                                  FORM 10-K/A

                                AMENDMENT NO. 1

          [ x ]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                            THE SECURITIES EXCHANGE ACT OF 1934
                        FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
                                       OR
          [   ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                          OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 1-3610

                                   ALCOA INC.
             (Exact name of registrant as specified in its charter)

            Pennsylvania                             25-0317820
     (State of incorporation)           (I.R.S. Employer Identification No.)

           201 Isabella Street, Pittsburgh, Pennsylvania 15212-5858
           (Address of principal executive offices)      (Zip code)

                        Registrant's telephone numbers:

                  Investor Relations------------(212) 836-2674
                  Office of the Secretary------(412) 553-4707

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class              Name of each exchange on which registered
     -------------------              -----------------------------------------

Common Stock, par value $1.00                   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:   None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements

for the past 90 days. Yes  X   No     .
                          ---      ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

As of January 22, 2001 there were 866,339,457 shares of common stock, par value
$1.00, of the registrant outstanding.  The aggregate market value of such
shares, other than shares held by persons who may be deemed affiliates of the
registrant, was approximately $29.05 billion.

Documents incorporated by reference.

                                       1


Parts I and II of this Form 10-K incorporate by reference certain information
from the registrant's 2000 Annual Report to Shareholders (Annual Report).  Part
III of this Form 10-K incorporates by reference the registrant's Proxy Statement
dated February 22, 2001, except for the performance graph, Compensation
Committee Report, Audit Committee Report and Audit Committee Charter.


                                EXPLANATORY NOTE

         The original Annual Report on Form 10-K filed on March 2, 2001
incorrectly reported the aggregate market value of the shares of common stock of
the registrant outstanding as of January 22, 2001, other than shares held by
persons who may be deemed affiliates of the registrant, as approximately $2.905
billion.  This Amendment to Form 10-K is being filed to report that value as
approximately $29.05 billion.

                                       2


                                   SIGNATURE

          Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No.1 to Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized.


                                         ALCOA INC.


March 6, 2001                            By  /s/Timothy S. Mock
                                            ------------------------------------
                                            Timothy S. Mock
                                            Vice President and Controller
                                            (Also signing as Principal
                                            Accounting Officer)

                                       3