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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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1. Name and Address of Reporting Person*
COLEMAN MICHAEL
(Last) (First) (Middle)
201 ISABELLA STREET
(Street)
PITTSBURGH, PA 15212
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/20/2004 		3. Issuer Name and Ticker or Trading Symbol
ALCOA INC [ AA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 4,096 I By Company 401(k) Plan
Common Stock 108,543 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) 01/14/2001 01/14/2010 Common Stock 148,600 40.2187 D
Employee Stock Option (right to buy) 01/12/2002 01/12/2011 Common Stock 102,700 31.4687 D
Employee Stock Option (right to buy) 08/02/2001 01/13/2009 Common Stock 62,007 37.88 D
Employee Stock Option (right to buy) 08/02/2001 01/13/2009 Common Stock 56,280 37.3692 D
Employee Stock Option (right to buy) 09/08/2001 01/13/2009 Common Stock 5,782 39.38 D
Employee Stock Option (right to buy) 11/17/2001 01/13/2008 Common Stock 100,236 45.25 D
Employee Stock Option (right to buy) 11/09/2002 11/09/2011 Common Stock 10,000 34.55 D
Employee Stock Option (right to buy) 01/11/2003 01/11/2012 Common Stock 112,970 36.035 D
Employee Stock Option (right to buy) 01/10/2004(1) 01/10/2013 Common Stock 157,500 22.555 D
Employee Stock Option (right to buy) 01/15/2005(2) 01/15/2010 Common Stock 61,700 35.655 D
Phantom Stock Units (3) (3) Common Stock 3,213 (4) D
Explanation of Responses:
1. The option vests in three equal annual installments beginning January 10, 2004.
2. The option vests in three equal annual installments beginning January 15, 2005.
3. Phantom stock units were acquired under the Alcoa Deferred Compensation Plan and are to be paid out in cash after termination of employment.
4. 1 For 1
Remarks:
Brenda Hart (Assistant Secretary), by power of attorney 02/27/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY



 KNOW ALL PERSONS BY THESE PRESENTS that the undersigned officer or director of ALCOA INC., a Pennsylvania corporation (the "Company"), hereby names, appoints and constitutes the Secretary and each Assistant Secretary of the Company, or any of them, as the duly appointed attorney-in-fact of the undersigned with full authority and power each to:



(1)  prepare, sign for and on behalf of the undersigned, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;



(2) prepare, and sign for and on behalf of the undersigned, as to any equity securities of the Company, Forms 3, 4 and/or 5, including amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;



(3) timely file any such Forms 3, 4 and/or 5, including amendments thereto, with the SEC and any stock exchange or similar authority and deliver a copy thereof to the Company in care of the Secretary; and



(4) take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned.



 The undersigned hereby grants to each of such attorneys-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.



This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in equity securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on the date set opposite the signature below.





Michael Coleman       02/19/04

Date