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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



        (Mark One)
               [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                             THE SECURITIES EXCHANGE ACT OF 1934

                                            OR

               [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                             OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended March 31, 2000               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)


        Office of Investor Relations 412-553-3042
        Office of the Secretary      412-553-4707

               (Registrant's telephone number including area code)

     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

     As of April 18, 2000,  364,514,491 shares of common stock, par value $1.00,
of the Registrant were outstanding.


A07-20001

                                -1-

                         PART I - FINANCIAL INFORMATION




Alcoa and subsidiaries
Condensed Consolidated Balance Sheet
(in millions)



                                                                                           (unaudited)
                                                                                             March 31            December 31
                                                                                               2000                  1999
                                                                                               ----                  ----

                                                                                                              
ASSETS
    Current assets:
    Cash and cash equivalents                                                                 $   208               $   237
    Short-term investments                                                                         81                    77
    Receivables from customers, less allowances of
     $58 in 2000 and 1999                                                                       2,366                 2,199
    Other receivables                                                                             172                   165
    Inventories (B)                                                                             1,645                 1,618
    Deferred income taxes                                                                         230                   233
    Prepaid expenses and other current assets                                                     259                   271
                                                                                                  ---                   ---
      Total current assets                                                                      4,961                 4,800
                                                                                                -----                 -----

Properties, plants and equipment, at cost                                                      18,363                18,436
Less, accumulated depreciation, depletion and
 amortization                                                                                   9,360                 9,303
                                                                                                -----                 -----
      Net properties, plants and equipment                                                      9,003                 9,133
                                                                                                -----                 -----
Goodwill, net of accumulated amortization of $232 in
 2000 and $221 in 1999                                                                          1,338                 1,328
Other assets                                                                                    1,808                 1,805
                                                                                                -----                 -----
      Total assets                                                                            $17,110               $17,066
                                                                                              =======               =======

LIABILITIES
Current liabilities:
    Short-term borrowings                                                                     $   684               $   343
    Accounts payable, trade                                                                     1,202                 1,219
    Accrued compensation and retirement costs                                                     518                   582
    Taxes, including taxes on income                                                              411                   368
    Other current liabilities                                                                     509                   424
    Long-term debt due within one year                                                            302                    67
                                                                                                  ---                    --
        Total current liabilities                                                               3,626                 3,003
                                                                                                -----                 -----
Long-term debt, less amount due within one year                                                 2,406                 2,657
Accrued postretirement benefits                                                                 1,705                 1,720
Other noncurrent liabilities and deferred credits                                               1,471                 1,473
Deferred income taxes                                                                             430                   437
                                                                                                  ---                   ---
        Total liabilities                                                                       9,638                 9,290
                                                                                                -----                 -----

MINORITY INTERESTS                                                                              1,475                 1,458
                                                                                                -----                 -----

CONTINGENT LIABILITIES (C)                                                                          -                     -

SHAREHOLDERS' EQUITY
Preferred stock                                                                                    56                    56
Common stock                                                                                      395                   395
Additional capital                                                                              1,758                 1,704
Retained earnings                                                                               6,232                 6,061
Treasury stock, at cost                                                                        (1,727)               (1,260)
Accumulated other comprehensive income (D)                                                       (717)                 (638)
                                                                                                 ----                  ----
        Total shareholders' equity                                                              5,997                 6,318
                                                                                                -----                 -----
         Total liabilities and shareholders' equity                                           $17,110               $17,066
                                                                                              =======               =======



The accompanying notes are an integral part of the financial statements.

                                -2-

Alcoa and subsidiaries
Condensed Statement of Consolidated Income (unaudited)
(in millions, except per share amounts)




                                                                                          First quarter ended
                                                                                               March 31
                                                                                               --------
                                                                                         2000              1999
                                                                                         ----              ----

                                                                                                  
REVENUES
Sales                                                                                 $ 4,531           $ 3,985
Other income (expense)                                                                     41                (4)
                                                                                           --                --
                                                                                        4,572             3,981
                                                                                        -----             -----
COSTS AND EXPENSES
Cost of goods sold                                                                      3,332             3,127
Selling, general administrative and other
 expenses                                                                                 227               192
Research and development expenses                                                          39                27
Provision for depreciation, depletion and
 amortization                                                                             225               219
Interest expense                                                                           51                53
                                                                                           --                --
                                                                                        3,874             3,618
                                                                                        -----             -----

EARNINGS
     Income before taxes on income                                                        698               363
Provision for taxes on income (E)                                                         238               116
                                                                                          ---               ---
     Income from operations                                                               460               247
Less: Minority interests' share                                                          (105)              (26)
                                                                                         ----               ---
NET INCOME                                                                            $   355           $   221
                                                                                      =======           =======

EARNINGS PER SHARE (F)
    Basic                                                                             $   .97           $   .60
                                                                                      =======           =======

    Diluted                                                                           $   .95           $   .60
                                                                                      =======           =======

Dividends paid per common share                                                       $   .25           $.20125
                                                                                      =======           =======





The accompanying notes are an integral part of the financial statements.

                                -3-




Alcoa and subsidiaries
Condensed Statement of Consolidated Cash Flows (unaudited)
(in millions)

                                                                                                      Three months ended
                                                                                                           March 31
                                                                                                           --------
                                                                                                     2000              1999
                                                                                                     ----              ----


                                                                                                               
CASH FROM OPERATIONS
Net income                                                                                         $  355            $  221
Adjustments to reconcile net income to cash from operations:
   Depreciation, depletion and amortization                                                           228               222
   Change in deferred income taxes                                                                     17                (5)
   Equity income before additional taxes, net of dividends                                             (4)               (2)
   Loss from investing activities - sale of assets                                                      3                 -
   Minority interests                                                                                 105                26
   Effect of currency devaluation in Brazil                                                             -                37
   Other                                                                                                7                (6)
Changes in assets and liabilities, excluding the effects of
 acquisitions and divestitures:
   (Increase) reduction in receivables                                                               (197)                7
   (Increase) reduction in inventories                                                                (18)              210
   (Increase) reduction in prepaid expenses and other                                                   9               (15)
    current assets
   Reduction in accounts payable and accrued expenses                                                 (74)             (261)
   Increase (reduction) in taxes, including taxes on income                                            51                (8)
   Reduction in deferred hedging gains                                                                 (4)              (20)
   Net change in noncurrent assets and liabilities                                                    (17)              (70)
                                                                                                      ---               ---
      CASH FROM OPERATIONS                                                                            461               336
                                                                                                      ---               ---

FINANCING ACTIVITIES
Net changes in short-term borrowings                                                                  341                (3)
Common stock issued and treasury stock sold                                                           247               230
Repurchase of common stock                                                                           (670)             (254)
Dividends paid to shareholders                                                                        (91)              (74)
Dividends paid to minority interests                                                                  (49)              (42)
Additions to long-term debt                                                                            13                58
Payments on long-term debt                                                                            (25)              (72)
                                                                                                      ---               ---
      CASH (USED FOR) PROVIDED FROM FINANCING ACTIVITIES                                             (234)             (157)
                                                                                                     ----              ----

INVESTING ACTIVITIES
Capital expenditures                                                                                 (176)             (194)
Acquisitions, net of cash acquired                                                                    (72)               (9)
Proceeds from the sale of assets                                                                        4                22
Net change in short-term investments                                                                   (4)              (67)
Additions to investments                                                                                -               (38)
Changes in minority interests                                                                          (3)                1
Other                                                                                                  (8)               (7)
                                                                                                       --                --
      CASH USED FOR INVESTING ACTIVITIES                                                             (259)             (292)
                                                                                                     ----              ----

      EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                           3                (4)
                                                                                                       --                --
Net change in cash and cash equivalents                                                               (29)             (117)
Cash and cash equivalents at beginning of year                                                        237               342
                                                                                                      ---               ---
      CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                   $  208            $  225
                                                                                                   ======            ======


The accompanying notes are an integral part of the financial statements.

                                -4-

Notes to Condensed Consolidated Financial Statements
(in millions)

A. Common Stock Split - On January 10, 2000,  the board of directors  declared a
two-for-one  common stock  split.  The stock split is subject to the approval of
Alcoa  shareholders,  who must  approve  an  amendment  to Alcoa's  Articles  of
Incorporation  to increase  the  authorized  shares of Alcoa common stock at the
company's annual meeting on May 12, 2000. If approved, shareholders of record on
May 26, 2000 will receive an  additional  common share for each share held.  The
additional  shares will be  distributed on June 9, 2000.  Per-share  amounts and
number of shares outstanding in this report have not been adjusted for the stock
split  since it is  subject  to  shareholder  approval.  If the  stock  split is
approved by shareholders, earnings per share will be restated to the following:




                                                                              First quarter ended
                                                                                   March 31
                                                                                   --------
                                                                          2000                     1999
                                                                          ----                     ----
                                                                                             
Basic EPS                                                                 .49                      .30
Diluted EPS                                                               .48                      .30






B. Inventories

                                                                       March 31               December 31
                                                                         2000                     1999
                                                                         ----                     ----

                                                                                         
Finished goods                                                        $   375                  $   363
Work in process                                                           578                      550
Bauxite and alumina                                                       301                      286
Purchased raw materials                                                   245                      267
Operating supplies                                                        146                      152
                                                                          ---                      ---
                                                                      $ 1,645                  $ 1,618
                                                                      =======                  =======



     Approximately  57% of total  inventories at March 31, 2000 were valued on a
LIFO basis.  If valued on an average cost basis,  total  inventories  would have
been $659 and $645 higher at March 31, 2000 and December 31, 1999, respectively.

C. Contingent  Liabilities - Various lawsuits,  claims and proceedings have been
or may be instituted or asserted  against Alcoa,  including those  pertaining to
environmental,  product  liability  and  safety and  health  matters.  While the
amounts  claimed  might be  substantial,  the ultimate  liability  cannot now be
determined because of the considerable  uncertainties that exist.  Therefore, it
is possible that results of operations or liquidity in a particular period could
be  materially  affected  by  certain  contingencies.  However,  based  on facts
currently  available,  management  believes that the disposition of matters that
are  pending  or  asserted  will not have a  materially  adverse  effect  on the
financial position of the company.

     Alcoa   Aluminio   (Aluminio)  is  currently   party  to  a   hydroelectric
construction project in Brazil. Total estimated  construction costs are $500, of
which the company's  share is 24%. In the event that other  participants in this
project fail to fulfill their financial responsibilities, Aluminio may be liable
for its pro rata share of the deficiency.

     Alcoa  of  Australia  (AofA)  is  party  to a  number  of  natural  gas and
electricity contracts that expire between 2001 and 2022. Under these take-or-pay
contracts,  AofA is  obligated  to pay for a minimum  amount of  natural  gas or
electricity  even  if  these   commodities  are  not  required  for  operations.
Commitments related to these contracts total $190 in 2000, $182 in 2001, $179 in
2002, $176 in 2003, $176 in 2004 and $2,222 thereafter. Expenditures under these
contracts totaled $179 in 1999.

                                -5-

D. Comprehensive Income




                                                                                          First quarter ended
                                                                                                March 31
                                                                                                --------
                                                                                       2000                   1999
                                                                                       ----                   ----
                                                                                                      
Net income                                                                           $  355                 $  221
Other comprehensive loss, primarily translation                                         (79)                   (89)
                                                                                        ---                    ---
Comprehensive income                                                                 $  276                 $  132
                                                                                     ======                 ======



E.  Income  Taxes - The  income  tax  provision  for the  period is based on the
effective tax rate expected to be applicable  for the full year.  The 2000 first
quarter rate of 34% differs from the statutory rate  primarily  because of taxes
on  foreign  income.  The 2000 rate  differs  from the 1999 first  quarter  rate
because of higher Profit Before Tax (PBT) in 2000.

F.  Earnings Per Share - Basic  earnings per share (EPS) amounts are computed by
dividing  earnings  applicable to common  stockholders  by the average number of
common  shares  outstanding.  Diluted EPS amounts  assume the issuance of common
stock  for  all  potentially  dilutive  equivalents  outstanding.  Anti-dilutive
outstanding  stock options have been excluded from the diluted EPS  calculation.
The detail of basic and diluted EPS follow:



                                                                                          First quarter ended
                                                                                                March 31
                                                                                                --------
                                                                                    2000                   1999
                                                                                    ----                   ----
                                                                                                   
Net income                                                                        $  355                 $  221
Less: Preferred stock dividends                                                        -                     -
                                                                                     ---                    ---
Income available to common stockholders                                           $  355                 $  221
Average shares outstanding-basic                                                   366.4                  367.0
Effect of dilutive securities:
  Shares issuable upon exercise of dilutive
   outstanding stock options                                                         5.9                    2.8
  Average diluted shares outstanding                                               372.3                  369.8
Basic EPS                                                                         $  .97                 $  .60
                                                                                  ======                 ======
Diluted EPS                                                                       $  .95                 $  .60
                                                                                  ======                 ======



     In April 2000, Alcoa entered into a forward share  repurchase  agreement to
partially  hedge the equity exposure  related to its stock option  program.  The
contract,  which  matures in 2002,  allows the  company  to  repurchase  up to 4
million shares from financial institutions.  The company may elect to settle the
contract  on a net share  basis in lieu of  physical  settlement.  The  contract
permits early settlement.

G.  Acquisitions - In August 1999, Alcoa and Reynolds Metals Company  (Reynolds)
announced they had reached a definitive agreement to merge. Under the agreement,
Alcoa will acquire all of the outstanding shares of Reynolds at an exchange rate
of 1.06 shares of Alcoa common  stock for each share of  Reynolds.  The value of
the transaction is approximately  $4,800.  The combined company will have annual
revenues of $21,000,  approximately  127,000 employees and will operate over 300
locations  in  37  countries  around  the  world.  On  February  11,  2000,  the
shareholders  of  Reynolds,  by majority  vote,  approved  the  proposed  merger
transaction  between  Alcoa and  Reynolds.  The  acquisition  is  subject to the
expiration of antitrust  waiting  periods and other  customary  conditions.  The
acquisition of Reynolds will be accounted for using the purchase method.

     On March 14, 2000, Alcoa and Cordant  Technologies Inc. announced that they
had entered  into a  definitive  agreement  under  which Alcoa will  acquire all
outstanding  shares  of  Cordant,  a  technology-based  company  serving  global
aerospace and  industrial  markets,  for $57.00 per share  payable in cash.  The
transaction  is valued at $2,900  based on 40 million  fully  diluted  shares of
Cordant common stock and the  assumption of $685 in debt.  The combined  company
(including Cordant and Reynolds) will have  approximately  143,700 employees and
will operate over 350 locations in 37 countries with annual revenues of $23,500.
Alcoa's acquisition of Cordant cleared U.S. antitrust review with the expiration
of the  Hart-Scott-Rodino Act waiting period on April 5, 2000. Cordant and Alcoa
submitted the required antitrust notification to the European Community on April
11, 2000.  The  acquisition  of Cordant will be accounted for using the purchase
method.

                                -6-

H. Recently Issued Accounting Standards - In June 1998, the Financial Accounting
Standards  Board issued SFAS 133,  "Accounting  for Derivative  Instruments  and
Hedging  Activities."  The standard  requires that entities value all derivative
instruments at fair value and record the  instruments on the balance sheet.  The
standard also  significantly  changes the requirements for hedge accounting.  In
June 1999,  the FASB  approved a delay in the  effective  date of this  standard
until January 2001. The Company  believes that the adoption of the standard will
have a material impact on its balance sheet. Upon adoption,  Alcoa's  commodity,
foreign  exchange  and  interest  rate  derivative  contracts as well as certain
underlying  exposures  will be  recorded  on the  balance  sheet at fair  value.
Management is currently assessing the details of the standard and is preparing a
plan of implementation.

I.  Reclassifications  - Certain  amounts have been  reclassified  to conform to
current year presentation.

J. Segment Information - Alcoa is primarily a producer of aluminum products. Its
segments  are  organized  by product on a worldwide  basis.  Alcoa's  management
reporting system evaluates  performance  based on a number of factors;  however,
the primary measure of performance is the after-tax  operating  profit (ATOI) of
each segment.  Nonoperating  items such as interest  income,  interest  expense,
foreign  exchange  gains/losses,  the effects of LIFO  accounting  and  minority
interest are excluded from segment profit. In addition, certain expenses such as
corporate  general  administrative  expenses,  depreciation  and amortization on
corporate assets, and certain special items are not included in segment results.

     Alcoa's products are used primarily by transportation (including aerospace,
automotive,  rail and  shipping),  packaging,  building  and  construction,  and
industrial customers worldwide.  Alcoa's reportable segments include Alumina and
chemicals,   Primary  metals,  Flat-rolled  products  and  Engineered  products.
Businesses  that do not fall into  these  categories  are  listed as Other.  The
following details Sales and ATOI for each reportable segment for the three-month
periods ended March 31, 2000 and 1999.





                                         Alumina                          Flat-
                                           And           Primary         Rolled         Engineered
Segment Information                     Chemicals         Metals        Products         Products         Other         Total
                                                                                                     
March 31, 2000
Sales:
  Third-party sales                      $  540          $  611          $1,404           $1,053          $  923       $4,531
  Intersegment sales                        250             850              13               13               -        1,126
                                            ---             ---              --               --               -        -----
   Total sales                           $  790          $1,461          $1,417           $1,066          $  923       $5,657
                                         ======          ======          ======           ======          ======       ======
After-tax operating
 income                                  $  155          $  227          $   73           $   53          $   50       $  558
                                         ======          ======          ======           ======          ======       ======

March 31, 1999
Sales:
  Third-party sales                      $  420          $  534          $1,270           $  942          $  813       $3,979
  Intersegment sales                        231             740              15                3               -          989
                                            ---             ---              --                -               -          ---
  Total sales                            $  651          $1,274          $1,285           $  945          $  813       $4,968
                                         ======          ======          ======           ======          ======       ======
After-tax operating
 income                                  $   60          $   97          $   65           $   45          $   28       $  295
                                         ======          ======          ======           ======          ======       ======



                                -7-

     The  following  table  reconciles  Alcoa's  measure  of  segment  profit to
consolidated net income.

     First quarter ended March 31 2000 1999 Total after-tax  operating  income $
558 $ 295 Elimination of intersegment (profit) loss (20) (9) Unallocated amounts
(net of tax):  Interest income 7 5 Interest expense (33) (34) Minority  interest
(105) (26) Corporate  expense (56) (35) Other 4 25 Consolidated net income $ 355
$ 221


K. Subsequent Event - On April 13, 2000, Alcoa Inc.  announced plans to commence
a cash tender offer for all outstanding shares of Howmet  International Inc. The
offer is part of Alcoa's announced  acquisition of Cordant  Technologies,  Inc.,
which owns 84.7% of Howmet.  Alcoa's offer to Howmet shareholders is conditioned
upon completion of Alcoa's pending tender offer for Cordant and the valid tender
of a majority of the outstanding  Howmet shares not owned by Cordant.  The price
being  offered in the  Howmet  tender  offer is $20.00 per share.  If the Howmet
tender offer  conditions are satisfied and Alcoa  purchases the tendered  Howmet
shares,  it will  complete  the  Howmet  acquisition  with a merger in which all
remaining  outstanding  Howmet  shares not owned by Cordant  would also  receive
$20.00 per share.

     In the opinion of the Company,  the  financial  statements  and  summarized
     financial data in this Form 10-Q report include all adjustments,  including
     those of a normal recurring  nature,  necessary to fairly state the results
     for the periods.  This Form 10-Q report should be read in conjunction  with
     the Company's  annual  report on Form 10-K for the year ended  December 31,
     1999.

     The  financial  information  required  in this Form  10-Q by Rule  10-01 of
     Regulation S-X has been subject to a review by PricewaterhouseCoopers  LLP,
     the Company's  independent  certified public  accountants,  as described in
     their report on page 10.

                                -8-

Independent Accountant's Review Report

To the Shareholders and Board of Directors
Alcoa Inc. (Alcoa)


     We have  reviewed the  unaudited  condensed  consolidated  balance sheet of
Alcoa  and  subsidiaries  as of March  31,  2000,  and the  unaudited  condensed
statements of  consolidated  income and cash flows for the  three-month  periods
ended March 31, 2000 and 1999,  which are  included in Alcoa's Form 10-Q for the
period ended March 31, 2000. These financial  statements are the  responsibility
of Alcoa's management.

     We conducted our review in accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally  accepted auditing standards in the United States, the
objective  of which is the  expression  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, we do not express such an opinion.

     Based on our review,  we are not aware of any material  modifications  that
should be made to the condensed  consolidated  financial  statements referred to
above for them to be in conformity with generally accepted accounting principles
in the United States.

     We have previously  audited,  in accordance with audit standards  generally
accepted  in the United  States,  the  consolidated  balance  sheet of Alcoa and
subsidiaries as of December 31, 1999, and the related statements of consolidated
income,  shareholders'  equity,  and cash  flows  for the year then  ended  (not
presented herein).  In our report dated January 10, 2000, except for Note V, for
which the date is February 11, 2000,  we  expressed  an  unqualified  opinion on
those consolidated  financial  statements.  In our opinion,  the information set
forth in the accompanying  condensed  consolidated  balance sheet as of December
31,  1999,  is fairly  stated,  in all  material  respects,  in  relation to the
consolidated balance sheet from which it has been derived.


/s/ PricewaterhouseCoopers LLP


PricewaterhouseCoopers LLP

Pittsburgh, Pennsylvania
April 6, 2000

                                -9-

     Management's  Discussion  and  Analysis  of the Results of  Operations  and
Financial Condition (dollars in millions, except share amounts and ingot prices;
shipments in thousands of metric tons (mt))

Results of Operations




 Principal income and operating data follow.
                                                                         First quarter ended
                                                                               March 31
                                                                       2000                 1999
                                                                       ----                 ----
                                                                                    
 Sales                                                               $4,531               $3,985
 Net income                                                             355                  221
 Basic earnings per common share                                     $  .97               $  .60
 Diluted earnings per common share                                   $  .95               $  .60
 Shipments of aluminum products (mt)                                  1,133                1,132
 Shipments of alumina (mt)                                            1,833                1,664
 Alcoa's average realized ingot price                                $  .79               $  .63
 Average 3-month LME price                                           $  .75               $  .55



Earnings Summary
Alcoa  reported a 61% increase in 2000 first quarter income as higher prices and
operating  efficiencies  had a  positive  impact on  earnings.  Higher  shipment
levels,  notably in alumina, also had a positive impact on net income.  Earnings
per share (EPS) rose 58% on a diluted basis to 95 cents per share. Revenues grew
by 14% to $4.5  billion as higher  prices,  primarily  for  alumina  and primary
aluminum,  along with higher alumina volumes drove revenues  higher.  Annualized
return on  shareholders'  equity was 21.5% for the 2000  quarter,  compared with
14.1% for the 1999  quarter.  The  increase  is due to the  higher  level of net
income in 2000 versus 1999, along with a lower  shareholder's  equity balance in
2000.

Segment Information

I.      Alumina and Chemicals




                                                                         First quarter ended
                                                                               March 31
                                                                       2000                 1999
                                                                       ----                 ----
                                                                                    
  Alumina production                                                  3,477                3,212
  Third-party alumina shipments                                       1,833                1,664

  Third-party sales                                                  $  540               $  420
  Intersegment sales                                                    250                  231
                                                                        ---                  ---
    Total sales                                                      $  790               $  651
                                                                     ======               ======

  After-tax operating income                                         $  155               $   60
                                                                     ======               ======



This segment's  activities include the mining of bauxite,  which is then refined
into alumina.  The alumina is sold to internal and external customers  worldwide
or is processed into industrial chemical products. Two-thirds of the third-party
sales from this segment are derived from alumina.  Third-party  alumina revenues
in the 2000 first quarter rose 43% on a 30% increase in realized  prices.  Sales
of alumina to internal  customers  rose 8% to $250 in the 2000 first  quarter as
higher prices had a positive impact on revenues.

     After-tax  operating income (ATOI) for this segment rose 158% from the 1999
period. Higher prices and volumes, along with productivity and cost improvements
in the alumina  business,  had a positive  impact on income.  First quarter 2000
conversion costs decreased $34 versus the 1999 period. These savings were evenly
generated through productivity growth and purchasing efficiencies.

                                -10-

II. Primary Metals




                                                                         First quarter ended
                                                                               March 31
                                                                       2000                 1999
                                                                       ----                 ----
                                                                                    
  Aluminum production                                                   710                  703
  Third-party aluminum shipments                                        339                  370

  Third-party sales                                                  $  611               $  534
  Intersegment sales                                                    850                  740
                                                                        ---                  ---
    Total sales                                                      $1,461               $1,274
                                                                     ======               ======

  After-tax operating income                                         $  227               $   97
                                                                     ======               ======



This segment's primary focus is Alcoa's worldwide smelter system. Primary metals
receives  alumina from the alumina and chemicals  segment and produces  aluminum
ingot to be used by a variety  of  Alcoa's  other  segments,  as well as sold to
outside customers.

     In the 1999 fourth quarter,  Alcoa changed its internal reporting system to
include  the  results  of  aluminum  hedging  in  the  Primary  Metals  segment.
Previously,  these results were reported as  reconciling  items between  segment
ATOI and net  income.  Segment  results  for the  first  quarter  1999 have been
restated to reflect this change.

     The sale of ingot represents over 90% of this segment's  third-party sales.
Revenues  from the sale of powder and scrap are also  included in this  segment.
Third-party  ingot sales rose 14% from 1999 as higher prices more than offset an
8% decline in shipments.  Alcoa's average realized  third-party  price for ingot
rose 25% to 79 cents per pound in the 2000 quarter,  reflecting  the increase in
market prices over the last year.  Intersegment sales also rose 15% in 2000 as a
result of higher prices.

     In January  2000,  Alcoa  announced  that it was  restarting  approximately
200,000 mt of primary  aluminum  capacity.  The  restarted  capacity  will be in
production by the end of 2000. After the restart,  Alcoa will have approximately
250,000 mt of idle capacity.

     Primary  metals ATOI rose 134% from the 1999 quarter as higher ingot prices
and $22 of cost savings related primarily to productivity  improvements combined
to improve ATOI results.  Partially offsetting these positive factors were lower
shipments and higher alumina costs.

III. Flat-Rolled Products




                                                                         First quarter ended
                                                                               March 31
                                                                       2000                 1999
                                                                       ----                 ----
                                                                                    
  Third-party aluminum shipments                                        507                  487

  Third-party sales                                                  $1,404               $1,270
  Intersegment sales                                                     13                   15
                                                                         --                   --
    Total sales                                                      $1,417               $1,285
                                                                     ======               ======

  After-tax operating income                                         $   73               $   65
                                                                     ======               ======



This segment's  principal business is the production and sale of aluminum sheet,
plate and foil. This segment includes rigid container sheet(RCS),  which is used
to produce aluminum beverage cans, and mill products used in the  transportation
and distributor  markets.  Approximately  one-half of the third-party sales from
this segment are derived from mill products and one-third are from RCS. Overall,
flat-rolled product sales rose 10% from the 1999 first quarter as shipments rose
and prices climbed 6%.

     Higher prices pushed  third-party sales of RCS up 8% over the first quarter
of 1999, while RCS shipments remained unchanged. Mill products revenues rose 14%
from the 1999 first quarter.  Shipments  increased 10%, reflecting higher demand
in Europe, while average prices also increased marginally.

                                -11-

     Flat-rolled  product's  ATOI of $73 was 12%  higher  than  1999.  RCS  ATOI
improved 46% due to lower conversion costs and productivity  improvements.  Mill
products ATOI  increased 14% due  primarily to improved  economic  conditions in
Brazil, while in Europe and the U.S., mill products ATOI remained flat on a less
profitable product mix.

IV. Engineered products



                                                                         First quarter ended
                                                                               March 31
                                                                       2000                 1999
                                                                       ----                 ----
                                                                                    
  Third-party aluminum shipments                                        266                  258

  Third-party sales                                                  $1,053               $  942
  Intersegment Sales                                                     13                    3
                                                                         --                   --
    Total sales                                                      $1,066               $  945
                                                                     ======               ======

  After-tax operating income                                         $   53               $   45
                                                                     ======               ======



This segment  includes  hard and soft alloy  extrusions,  aluminum  forgings and
wire, rod and bar. These products  serve the  transportation,  construction  and
distributor markets.  Including new acquisitions,  engineered products showed an
increase of 12% in third party revenues and 3% in shipments over the first three
months of 1999.

     In  January  2000  Alcoa  acquired  Excel  Extrusions,  Inc.  from  Noranda
Aluminum.  Excel's  plant has the  capacity  to  produce  35  million  pounds of
soft-alloy  aluminum  extrusions  per  year,  which  are used  primarily  in the
building  and  construction  industries.  Excel  contributed  14% of the revenue
growth and 52% of the  shipment  growth in first  quarter  2000 results for this
segment.

     Approximately  80% of the  revenues  from this segment are derived from the
sale of extrusions. Excluding Excel Extrusions,  third-party sales of soft alloy
extrusions were up 11% from the 1999 first quarter.  Volume  increases of 2% and
higher prices drove this improvement.  Hard alloy revenues fell 14% as shipments
declined 16%.

     Revenues  from the sale of forged  aluminum  wheels  increased 46% over the
1999 first  quarter on a 37% increase in shipments as the auto and truck markets
continue to be strong.

     Segment ATOI was $53 in the 2000 quarter, up 18% as the recovery in Brazil,
increased  shipments of forged wheels,  and overall cost improvements  helped to
boost  ATOI.  Conversion  costs were aided by  improved  productivity  and lower
purchasing  costs.  Also newly acquired Excel  Extrusions  contributed 9% of the
increase ATOI in the 2000 quarter.

V.      Other




                                                                         First quarter ended
                                                                               March 31
                                                                       2000                 1999
                                                                       ----                 ----
                                                                                    
  Third-party aluminum shipments                                         21                   17

  Third-party sales                                                  $  923               $  813
                                                                     ======               ======

  After-tax operating income                                         $   50               $   28
                                                                     ======               ======



This category  includes Alcoa  Fujikura Ltd.  (AFL),  which produces  electrical
components for the automotive industry along with  telecommunications  products.
In  addition,  Alcoa's  aluminum  and  plastic  closures,  residential  building
products, and automotive operations are also included in this group. Third party
revenues  for these  were $923 in the 2000 first  quarter,  up 14% from the 1999
period.

     AFL  experienced  a 14%  increase  in  revenues  due in large part to a 56%
increase in  telecommunications  sales, a significant portion of which were from
acquisitions made since first quarter 1999. Sales by Alcoa Aluminio's  packaging
operations  in  Brazil,  which were  negatively  impacted  by the 1999  currency
devaluation  and  recession,  grew by 18% quarter  over  quarter.  In  addition,
revenues from the sale of residential  building  products  increased 7% from the

                                -12-

1999 first  quarter,  partially  offsetting  a 4% decline in closures  revenues.
Sales by Alcoa's automotive  operations  benefited from the acquisition,  in the
1999 third  quarter,  of the remaining 50% of the A-CMI joint venture with Hayes
Lemmerz  International.  A-CMI,  which was accounted for as an equity holding in
1999, contributed 31% of the overall revenue growth in this category.

     ATOI for this area in the 2000  first  quarter  was $50,  up 79% from 1999.
Improved  results from packaging  operations in Brazil and at AFL and automotive
operations  more than offset  declines  from closures and  residential  building
products.

Reconciliation of ATOI to Consolidated Net Income

Items required to reconcile ATOI to consolidated  net income include:  corporate
adjustments  to eliminate any  remaining  profit or loss between  segments;  the
after-tax impact of interest income and expense at the statutory rate;  minority
interest; corporate expense, comprised of the general administrative and selling
expenses of operating the corporate headquarters and other global administrative
facilities along with depreciation on  corporate-owned  assets; and other, which
includes the impact of LIFO,  differences  between  estimated  tax rates used in
each segment and the corporate effective tax rate, and other non-operating items
such as foreign exchange.

     First quarter 2000 intersegment profit eliminations increased over the 1999
period,  primarily  due to increases in alumina and  aluminum  prices.  Minority
interest  increased  quarter  over  quarter  due to  higher  income  at Alcoa of
Australia, Alcoa World Alumina LLC., AFL, and Alcoa Aluminio.  Corporate expense
increased  due to  acquisitions  and  increased  compensation  costs  related to
variable  pay plans.  Other  decreased  in the 2000 first  quarter  because  the
estimated  tax rates used in the  segments  were closer to the actual  effective
rate for the  corporation  as a whole.  Please  see  footnote  J for  additional
detail.

Costs and Other

Cost of Goods Sold - Cost of goods sold  increased  $205,  or 7%,  from the 1999
first quarter.  The increase  reflects higher volumes including those related to
acquisitions,  partially offset by improved cost performance. Cost of goods sold
as a percentage of sales in the 2000 first quarter was 73.5% versus 78.5% in the
1999 first quarter.  The lower ratio in 2000 is due to higher revenues resulting
from higher  prices for alumina  and  aluminum,  higher  aluminum  volumes,  and
improved cost performance.

Selling,   General  Administrative,   and  Other  Expenses  -  Selling,  general
administrative,  and other (SG&A)  expenses  were up $35, or 18%,  from the 1999
first  quarter.   The  increase  was  due  to  acquisitions   and  increases  in
compensation  costs  related to  variable  pay plans.  SG&A as a  percentage  of
revenue was 5% in the 2000 first quarter, compared with 4.8% in the 1999 period.
The increase in this ratio was due to the reasons noted above,  partly offset by
higher revenues.

Interest Expense - Interest expense was down $2, or 4%, from the 1999 period, as
lower average debt levels were partly offset by higher interest rates.

Income Taxes - The income tax provision for the period is based on the effective
tax rate  expected to be  applicable  for the full year.  The 2000 first quarter
rate of 34%  differs  from the  statutory  rate  primarily  because  of taxes on
foreign  income.  The 2000 rate differs from the 1999 first quarter rate because
of higher Profit Before Tax (PBT) in 2000.

Other  Income/Foreign  Currency - Other income (expense) increased to $41 in the
2000 quarter from ($4) in the comparable 1999 period. The increase was primarily
due to  higher  equity  income  in the 2000  quarter  versus  losses in the 1999
quarter. Also, in the 1999 first quarter,  Brazil experienced economic adversity
and a  resulting  devaluation  of its  currency,  the real.  The  total  impact,
after-tax and minority  interest,  of the  devaluation in Brazil on Alcoa's 1999
first quarter net income was $17.8.

                                -13-

     In July 1999,  the  Brazilian  Real  became  the  functional  currency  for
translating the financial statements of Alcoa's 59%-owned Brazilian  subsidiary,
Alcoa  Aluminio  (Aluminio).  Economic  factors  and  circumstances  related  to
Aluminio's  operations had changed  significantly  since the  devaluation of the
Real in the 1999 first quarter.  Under SFAS 52, "Foreign Currency  Translation,"
the change in these  facts and  circumstances  required  a change to  Aluminio's
functional currency.  As a result, at July 1, 1999, Alcoa's shareholders' equity
(cumulative  translation adjustment) and minority interests were reduced by $156
and $108, respectively.  These amounts were driven principally by a reduction in
fixed  assets.   This  reduction  resulted  in  a  $15  decrease  in  Aluminio's
depreciation expense for 1999.

Minority  Interests - Minority  interests'  share of income from operations grew
304% from the 1999 first  quarter to $105.  The  increase  was due  primarily to
earnings  growth at Alcoa of Australia,  Alcoa World Alumina LLC., and AFL. Also
contributing  to the increase was Alcoa  Aluminio,  which reported income in the
2000 first quarter versus a net loss in the 1999 period.


Risk Factors

In  addition  to the risks  inherent  in its  operations,  Alcoa is  exposed  to
financial, market, political and economic risks. The following discussion, which
provides  additional  detail regarding Alcoa's exposure to the risks of changing
commodity   prices,   foreign  exchange  rates  and  interest  rates,   includes
forward-looking  statements that involve risk and uncertainties.  Actual results
could  differ   materially  from  those   projected  in  these   forward-looking
statements.

Commodity Price Risks - Alcoa is a leading global producer of aluminum ingot and
aluminum fabricated  products.  As a condition of sale,  customers often require
Alcoa to commit to fixed-price contracts that sometimes extend a number of years
into the future.  Customers  will  likely  require  Alcoa to enter into  similar
arrangements  in the  future.  These  contracts  expose  Alcoa  to the  risk  of
fluctuating  aluminum prices between the time the order is accepted and the time
that the order ships.

     In the U.S.,  Alcoa is net metal short and is subject to the risk of higher
aluminum  prices for the  anticipated  metal  purchases  required to fulfill the
long-term  customer contracts noted above. To hedge this risk, Alcoa enters into
long positions,  principally  using futures and options.  Alcoa follows a stable
pattern of purchasing  metal;  therefore,  it is highly likely that  anticipated
metal  requirements  will be met.  At March 31, 2000 and 1999,  these  contracts
totaled approximately 610,000 and 736,000 mt, respectively.  These contracts act
to fix the  purchase  price  for  these  metal  purchase  requirements,  thereby
reducing Alcoa's risk to rising metal prices.

     The  futures  and  options  contracts  noted  above  are with  creditworthy
counterparties and are further supported by cash,  treasury bills or irrevocable
letters of credit issued by carefully chosen banks.

     The  expiration  dates of the options and the delivery dates of the futures
contracts  noted above do not always  coincide  exactly  with the dates on which
Alcoa is required to purchase  metal to meet its  contractual  commitments  with
customers. Accordingly, some of the futures and options positions will be rolled
forward.  This may result in significant  cash inflows if the hedging  contracts
are "in-the-money" at the time they are rolled forward.  Conversely, there could
be  significant  cash outflows if metal prices fall below the price of contracts
being rolled forward.

     In addition to the above noted aluminum positions,  Alcoa had 55,900 mt and
54,300 mt of futures and  options  contracts  outstanding  at March 31, 2000 and
1999,  respectively,  that cover  long-term,  fixed-price  commitments to supply
customers with metal from internal sources.  Accounting convention requires that
these  contracts be marked to market,  which  resulted in  after-tax  charges to
earnings  of $1.4  and $.3 for the  quarter  ended  March  31,  2000  and  1999,
respectively.

                                -14-

     Alcoa  also sells  products  to various  third  parties at prices  that are
influenced by changes in London Metal Exchange (LME) aluminum prices.  From time
to time,  the company may elect to hedge a portion of these  exposures to reduce
the risk of  fluctuating  market prices on these sales.  Towards this end, Alcoa
may enter into short positions using futures and options contracts. At March 31,
2000,  these contracts  totaled 181,000 mt. These contracts act to fix a portion
of the sales price related to these sales contracts.

     Alcoa also purchases certain other  commodities,  such as fuel oil, natural
gas and  copper,  for its  operations  and  enters  into  futures  contracts  to
eliminate volatility in the prices of such products. None of these contracts are
material.

Financial Risk - Alcoa is subject to significant  exposure from  fluctuations in
foreign  currencies.  As a matter of company policy,  foreign currency  exchange
contracts,  including forwards and options, are sometimes used to limit the risk
of fluctuating  exchange rates.  In addition,  Alcoa also attempts to maintain a
reasonable  balance  between fixed and floating rate debt and uses interest rate
swaps and caps to keep financing costs as low as possible.

Risk Management - All of the aluminum and other commodity contracts, as
well as the various types of financial instruments, are straightforward and held
for purposes other than trading. They are used primarily to mitigate uncertainty
and volatility, and principally cover underlying exposures.

     Alcoa's commodity and derivative  activities are subject to the management,
direction and control of the Strategic Risk Management Committee (SRMC). SRMC is
composed of the chief executive  officer,  the chief financial officer and other
officers and employees that the chief executive  officer may select from time to
time.  SRMC reports to the board of directors at each of its scheduled  meetings
on the scope of its derivative activities.

Environmental Matters

Alcoa  continues to participate in  environmental  assessments and cleanups at a
number  of  locations.   These  include  approximately  10  owned  or  operating
facilities  and  adjoining  properties,  approximately  10  previously  owned or
operated facilities and adjoining  properties and approximately 65 Superfund and
other waste sites. A liability is recorded for  environmental  remediation costs
or damages when a cleanup program becomes  probable and the costs or damages can
be reasonably estimated.

     As  assessments  and cleanups  proceed,  the liability is adjusted based on
progress in  determining  the extent of remedial  actions and related  costs and
damages.  The  liability  can change  substantially  due to factors  such as the
nature  and  extent of  contamination,  changes  in  remedial  requirements  and
technological changes.  Therefore,  it is not possible to determine the outcomes
or to estimate  with any degree of accuracy the  potential  costs for certain of
these matters.  For example,  there are issues related to the Massena, New York,
and Pt.  Comfort,  Texas sites that allege natural  resource  damage or off-site
contaminated   sediments,   where  investigations  are  ongoing.  The  following
discussion provides additional details regarding the current status of these two
sites.

     MASSENA/GRASSE  RIVER.  Sediments and fish in the Grasse River  adjacent to
Alcoa's Massena,  New York plant site contain varying levels of  polychlorinated
biphenyl (PCB). Alcoa has been identified by the U.S.  Environmental  Protection
Agency (EPA) as potentially  responsible for this contamination and, since 1989,
has been conducting investigations and studies of the river under order from the
EPA issued under the  Comprehensive  Environmental  Response,  Compensation  and
Liability Act, also known as Superfund.  During 1999, Alcoa continued to perform
studies and  investigations on the Grasse River. A planned pilot test of certain
sediment capping techniques, intended for 1999, could not be completed because a
final  scope of work could not be  developed  with EPA in time to  complete  the
project  before the  construction  season  concluded.  In addition,  in the 1999
fourth quarter,  Alcoa submitted an Analysis of Alternatives to EPA. This report
identified potential courses of remedial action related to the PCB contamination
of the river.  Alcoa has  proposed to EPA that the planned  pilot scale tests be

                                -15-

conducted to assess the  feasibility  of  performing  certain  sediment-covering
techniques  before selection and approval of a remedial  alternative by EPA. The
costs of these pilot scale tests have been fully reserved.  The results of these
tests and  discussions  with EPA  regarding all of the  alternatives  identified
should  provide  additional  information  for the  selection and approval of the
appropriate remedial alternative.

     The Analysis of Alternatives report and the results of the pilot tests must
be reviewed and approved by EPA.  Currently,  no one of the alternatives is more
likely to be selected than any other.  The range of additional  costs associated
with the potential  courses of remedial  action is between zero and $53.  During
meetings  in March and April,  2000,  EPA  indicated  to Alcoa that it  believes
additional  remedial  alternatives  need  to be  included  in  the  Analysis  of
Alternatives. Such additional remedies involve removal of more sediment from the
river than was included in the  alternatives  provided in the recent Analysis of
Alternatives report. The cost of such potential additional remedial alternatives
can not be  estimated  at this time.  Alcoa is also aware of a natural  resource
damage claim that may be asserted by certain  federal,  state and tribal natural
resource trustees at this location.

     PT. COMFORT/LAVACA BAY. In 1990, Alcoa began discussions with certain state
and federal natural  resource  trustees  concerning  alleged releases of mercury
from its Pt.  Comfort,  Texas  facility  into the adjacent  Lavaca Bay. In March
1994,  EPA listed the "Alcoa  (Point  Comfort)/Lavaca  Bay Site" on the National
Priorities  List  and,  shortly  thereafter,  Alcoa  and  EPA  entered  into  an
administrative  order on  consent  under  which  Alcoa is  obligated  to conduct
certain remedial investigations and feasibility studies. In accordance with this
order,  Alcoa  recently  submitted  a  draft  remedial  investigation,  a  draft
feasibility  study and a draft  baseline  risk  assessment  to EPA. In addition,
Alcoa recently commenced  construction of the EPA-approved project to fortify an
offshore  dredge  disposal  island.  The probable and  estimable  costs of these
actions are fully reserved.  In addition,  during March, 2000, Alcoa submitted a
Feasibility  Study to EPA providing  remedial  alternatives  for the site. Alcoa
believes it has now fully  reserved the  probable  cost of  remediation  for the
site.  Since the order with EPA,  Alcoa and the natural  resource  trustees have
continued   efforts  to  understand   natural   resource  injury  and  ascertain
appropriate restoration  alternatives.  That process is currently expected to be
completed by late 2000 or early 2001.

     Based on the above, it is possible that Alcoa's results of operations, in a
particular period, could be materially affected by matters relating to these two
sites. However, based on facts currently available, management believes that the
disposition  of these matters will not have a materially  adverse  effect on the
financial position or liquidity of the company.

     Alcoa's  remediation  reserve  balance at March 31, 2000 was $175 (of which
$63 was classified as a current  liability) and reflects the most probable costs
to  remediate  identified  environmental  conditions  for  which  costs  can  be
reasonably  estimated.  About 28% of the balance  relates to the  Massena  plant
site, and 11% of the balance relates to the Pt. Comfort plant site.  Remediation
expenses charged to the reserve in the 2000 first quarter were $11. They include
expenditures currently mandated, as well as those not required by any regulatory
authority or third party. In addition,  the reserve balance was increased by $12
in  the  2000  first   quarter  to  cover   anticipated   future   environmental
expenditures.

     Included in annual  operating  expenses are the recurring costs of managing
hazardous substances and environmental programs. These costs are estimated to be
about 2% of cost of goods sold.

Liquidity and Capital Resources

Cash from Operations
Cash from operations  during the 2000 first quarter totaled $461,  compared with
$336 in the 1999  quarter.  The  increase  reflects  higher  net  income  and an
increase in the minority interests' share of net income, partly offset by higher
working capital requirements.

Financing  Activities
Financing activities used $234 of cash in the 2000 first quarter,  compared with
$157 of cash generated in the 1999 period. The primary reason for the difference
was Alcoa's stock repurchase  program,  which used $670 to repurchase  9,033,800
shares of the company's common stock, versus $254 used in the 1999 period. These
repurchases  were  partially  offset by $247 and $230 in the 2000 and 1999 first
quarters,  respectively,  of stock issued for employee  stock option  plans.  In
addition,  the company issued approximately $340 of short-term borrowings in the
2000  first  quarter,  the  proceeds  of which were used for  general  corporate
purposes.

     Dividends paid to shareholders were $91 in the 2000 three-month  period, an
increase of $17 over the 1999 period.  The increase was  primarily  due to a 33%
increase in Alcoa's base dividend,  which paid out 25 cents in the 2000 quarter.
The total dividend payout in the 1999 first quarter was 20.125 cents per share.

Investing Activities
Investing activities used $259 during the 2000 first quarter, compared with $292
in the  1999  period.  Capital  expenditures  represented  the  majority  of the
spending,  totaling $176 in the 2000 period. This compares with $194 in the 1999
first quarter.

     During the 2000 period, Alcoa acquired Excel Extrusions,  Inc. from Noranda
Aluminum.  Excel's plant, located near Warren, Ohio, has the capacity to produce
35 million pounds of soft-alloy  aluminum  extrusions  per year,  which are used
primarily in the building and construction industries.

     During the 1999  period,  Alcoa  acquired the bright  products  business of
Pechiney's  Rhenalu  rolling plant located near  Toulouse,  France and Reynolds'
aluminum extrusion plant in Irurzun, Spain.

                                -16-

PART II - OTHER INFORMATION
Item 1.  Legal Proceedings

     As  previously  reported,  in March  1998,  Region  V of the  Environmental
Protection  Agency (EPA) referred  various alleged  environmental  violations at
Alcoa's  Warrick  Operations  to the civil  division of the U.S.  Department  of
Justice  (DOJ).  The  alleged  violations  stem from an April  1997  multi-media
environmental  inspection  of Warrick  Operations  by the EPA  relating to water
permit  exceedances  as  reported  on  monthly  discharge   monitoring  reports,
wastewater toxicity issues and alleged opacity  violations.  After negotiations,
the parties  reached  final  agreement  on the  language of a consent  decree in
settlement of this matter. Alcoa has agreed to pay a civil penalty in the amount
of $2.4 that has been reserved by Alcoa as well as performance of a supplemental
environmental  project and injunctive relief. The consent decree was executed by
the parties  and lodged  with the court on March 13,  2000.  The  settlement  is
currently in a required  public comment period that will expire on May 13, 2000.
Once the comment period  closes,  Alcoa expects the DOJ to move for entry of the
consent decree. Upon entry by the court, the consent decree will become final.

     As  previously  reported,  in October  1998,  Region V of the EPA  referred
various alleged environmental  violations at Alcoa's Lafayette Operations to the
civil  division  of the DOJ.  The  alleged  violations  relate  to water  permit
exceedances as reported on monthly discharge  monitoring reports.  Alcoa and the
DOJ entered  into a tolling  agreement  to suspend  the  statute of  limitations
related to the alleged violations in order to facilitate settlement  discussions
with the DOJ and EPA. The parties have been unable to reach  settlement  on this
matter.  In June 1999,  the DOJ and EPA filed a complaint  against  Alcoa in the
United States District Court for the Northern District of Indiana. Alcoa filed a
motion  to  dismiss  and a motion to strike  certain  parts of the  government's
complaint  requesting sediment  remediation in August 1999. A discovery schedule
had been entered into by the parties,  and this matter is scheduled for trial in
January 2002. The company has engaged in discussions  with the EPA and the state
in an attempt to resolve the matter.

     As previously reported, in March 1999, two search warrants were executed by
various  federal and state  agencies on the Alcoa Port Allen works of  Discovery
Aluminas, Inc., a subsidiary, in Port Allen, Louisiana. Also in March, Discovery
Aluminas,  Inc.  was  served  with a  grand  jury  subpoena  that  required  the
production  to a federal  grand  jury of certain  company  records  relating  to
alleged  environmental issues involving wastewater  discharges and management of
solid or  hazardous  wastes at the plant.  In April  1999,  the Port Allen plant
manager was indicted  for a single  count of violating  the Clean Water Act. The
case has not been set for trial.  In October  1999, a second grand jury subpoena
for documents was issued to Alcoa requesting  information  regarding  wastewater
discharges  from a Port  Allen  plant.  Alcoa  responded  to  the  subpoena  and
continues  to  cooperate  with the  government.  The company  also is engaged in
discussions seeking to resolve the situation.

     As  previously  reported,  in March  1994,  Alcoa and  Region VI of the EPA
entered  into an  administrative  order on  consent,  EPA  Docket  No.  6-11-94,
concerning the Alcoa (Pt. Comfort)/Lavaca Bay National Priorities List site that
includes portions of Alcoa's Pt. Comfort,  Texas bauxite refining operations and
portions  of  Lavaca  Bay,  Texas,   adjacent  to  the  Company's   plant.   The
administrative  order  requires the Company to conduct a remedial  investigation
and feasibility study under EPA oversight.  Work under the administrative  order
is proceeding,  including  actions to fortify an offshore dredge disposal island
that may include the removal of certain mercury-contaminated  sediments adjacent
to Alcoa's plant in and near routinely  dredged  navigation  channels.  In March
2000 the company submitted a feasibility study assessing  remedial  alternatives
for the site. Based on this  assessment,  the Company believes that one of those
alternatives is the probable  alternative for addressing  Lavaca Bay conditions.
With the  addition  of $4 in the first  quarter of 2000,  the  company has fully
reserved the probable cost of this alternative.  The company and certain Federal
and state natural resource trustees,  who previously served Alcoa with notice of
the intent to file suit to recover damages for alleged loss or injury of natural
resources in Lavaca Bay, have entered into several  agreements to  cooperatively
identify  restoration  alternatives and approaches for Lavaca Bay. Efforts under
those agreements are ongoing.

                                -17-

     As  previously  reported,  on May 13,  1998,  an  action  was  filed in the
Superior Court of Riverside County,  California allegedly on behalf of more than
500  plaintiffs  who  currently  live,  or  formerly  lived,  in the Glen  Avon,
California area, who claim to have suffered personal injuries, both physical and
emotional,   as  well  as  property  damage,  as  a  result  of  air  and  water
contamination  due to the escape of toxic wastes from the Stringfellow  disposal
site.  The  complaint,  which names  Alcoa,  Alumax Inc. and more than 130 other
companies as defendants,  was served on Alcoa and Alumax in October 1998.  Based
on motions filed during 1999,  the court ruled in March 2000 that  approximately
350 plaintiff's claims were not timely and dismissed those claims. Approximately
140 claims remain in litigation, and nearly all those of individuals were minors
or not yet born during the relevant time period.

     Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits

     12.  Computation of Ratio of Earnings to Fixed Charges

     15.  Independent   Accountants'   letter  regarding   unaudited   financial
          information

     27.  Financial Data Schedule

(b) Reports on Form 8-K.  Alcoa filed a Form 8-K,  dated January 10, 2000,  with
the  Securities  and Exchange  Commission  that announced a 2-for-1 common stock
split by the company,  in addition to announcements  concerning  annual earnings
and a base quarterly dividend increase.

     Alcoa filed a Form 8-K, dated January 18, 2000,  that included  1997,  1998
and 1999 statement of consolidated  cash flows and segment  information that had
been  revised to include the results of Alcoa's  hedging  activities  within the
primary metals segment.

     Alcoa filed a Form 8-K, dated January 19, 2000,  that announced the restart
of  approximately  200,000 metric tons per year of its currently  idled smelting
capacity.

                                -18-



                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                        Alcoa Inc.




April 19, 2000                          By /s/ RICHARD B. KELSON
     Date                                         Richard B. Kelson
                                                   Executive Vice President and
                                                   Chief Financial Officer
                                                   (Principal Financial Officer)



April 19, 2000                          By /s/ TIMOTHY S. MOCK
      Date                                         Timothy S. Mock
                                                   Vice President and Controller
                                                   (Chief Accounting Officer)


                                -19-


                                    EXHIBITS



                                                                     Page

12.  Computation of Ratio of Earnings to Fixed Charges                24

15.  Independent Accountants' letter regarding unaudited              25
        financial information

27.  Financial Data Schedule                                          26

                                -20-

Alcoa and subsidiaries                                            EXHIBIT 12




              Computation of Ratio of Earnings to Fixed Charges
                  For the three months ended March 31, 2000
                         (in millions, except ratio)

                                                                 2000
                                                                 ----

                                                             
Earnings:
   Income before taxes on income                                $ 698
   Minority interests' share of earnings of majority-
      owned subsidiaries without fixed charges                      -
   Equity income                                                  (27)
   Fixed charges                                                   60
   Proportionate share of income of 50%-owned
     persons                                                       21
   Distributed income of less than 50%-owned persons                -
   Amortization of capitalized interest                             4
                                                                    -

      Total earnings                                            $ 756

Fixed Charges:
   Interest expense:
      Consolidated                                              $  51
      Proportionate share of 50%-owned persons                      1
                                                                    -
                                                                   52
                                                                   --

   Amount representative of the interest factor in rents:
      Consolidated                                                  8
      Proportionate share of 50%-owned persons                      -
                                                                   --
                                                                    8

   Fixed charges added to earnings                                 60

   Interest capitalized:
      Consolidated                                                  3
                                                                   --
      Proportionate share of 50%-owned persons                      -
                                                                    3
                                                                    -

   Preferred stock dividend requirements of
      majority-owned subsidiaries                                   -
                                                                   --

      Total fixed charges                                       $  63
                                                                =====

Ratio of earnings to fixed charges                                 12
                                                                   ==




Alcoa and subsidiaries                                            EXHIBIT 15


                                                      April 6, 2000


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

RE:   Alcoa Inc.


      1.    Form S-8  (Registration Nos.33-24846, 333-32516 and 333-
            91331) Alcoa Savings Plan for Salaried Employees; Alcoa Savings
            Plan for Non-Bargaining Employees; Alumax Inc. Thrift Plan for
            Salaried Employees; Alumax Inc. Thrift Plan for Collectively
            Bargained Employees

      2.    Form S-8  (Registration Nos.33-22346, 33-49109,
            33-60305, 333-27903, 333-62663 and 333-79575)
            Long Term Stock Incentive Plan; Alumax Inc. Long Term Incentive
            and Employee Equity Ownership Plans; Alcoa Stock Incentive Plan

      3.    Form S-3 (Registration No. 33-60045) and
            Form S-3 (Registration No. 33-64353) and
            Form S-3 (Registration No. 333-59381)
            Debt Securities and Warrants to Purchase Debt Securities,
            Preferred Stock and Common Stock of the Company and Trust
            Preferred Securities of Alcoa Trust I

      4.    Form S-4 (Registration No. 333-58227 and 333-93849)
            Registration of Alcoa common stock, par value $1.00 per
            share


Ladies and gentlemen:

We are aware that our report dated April 6, 2000, accompanying interim
financial information of Alcoa Inc. and subsidiaries for the
three-month period ended March 31, 2000, is incorporated by reference
in the registration statements referred to above.  Pursuant to Rule 436
(c) under the Securities Act of 1933, this report should not be
considered as part of a registration statement prepared or certified by
us within the meaning of Sections 7 and 11 of that Act.

Very truly yours,


/s/  PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP



  


 5
 1,000

                             
                   3-MOS
                          DEC-31-2000
                               MAR-31-2000
                                          208000
                                     81000
                                  2366000
                                     58000
                                    1645000
                               4961000
                                        18363000
                                 9360000
                                17110000
                          3626000
                                        2708000
                                0
                                      56000
                                        395000
                                     5546000
                  17110000
                                        4531000
                               4572000
                                          3332000
                                  3332000
                                225000
                                     0
                               51000
                                 698000
                                    238000
                             460000
                                       0
                                      0
                                            0
                                    355000
                                        .97
                                      .95