Sec Form 4/A Filing - Jarrault Olivier M @ ALCOA INC - 2014-01-29

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Jarrault Olivier M 2. Issuer Name and Ticker or Trading Symbol ALCOA INC [ AA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 390 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2014 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 01/30/2014 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/29/2014 M 17,500 A $ 8.33 260,853 D Common Stock 01/29/2014 S( 1 ) 14,932 D $ 12.1554 ( 2 ) 245,921 D Common Stock 01/29/2014 M 27,000 A $ 8.88 272,921 D Common Stock 01/29/2014 S( 1 ) 23,630 D $ 12.1554 ( 2 ) 249,291 D Common Stock 01/29/2014 M 17,500 A $ 8.33 266,791 D Common Stock 01/29/2014 S 17,500 D $ 12.1554 ( 2 ) 249,291 D Common Stock 01/29/2014 M 27,000 A $ 8.88 276,291 D C ommon Stock 01/29/2014 S 27,000 D $ 12.1554 ( 2 ) 249,291 D Common Stock 01/29/2014 S 2,969 D $ 12.1554 ( 2 ) 246,322 D Common Stock 16,385 I By Company 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 8.33 01/29/2014 M 35,000 ( 3 ) 01/23/2015 Common Stock 35,000 $ 0 ( 4 ) 0 ( 5 ) D Employee Stock Option (right to buy) $ 8.88 01/29/2014 M 54,000 ( 6 ) 01/16/2023 Common Stock 54,000 $ 0 ( 4 ) 110,290 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jarrault Olivier M 390 PARK AVENUE NEW YORK, NY10022 Executive Vice President Signatures Brenda Hart (Assistant Secretary), by power of attorney 01/31/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amendment is being filed to correct the transaction code in Table I, column 3, lines 2 and 4, from "F" to "S". ( 2 )The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $12.0001 to $12.17. The reporting person undertakes to provide to Alcoa Inc., any security holder of Alcoa Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote. ( 3 )The option is part of an option grant that vests in three equal annual installments beginning January 23, 2010. One-half of the options exercised by the reporting person vested on January 23, 2010 and one-half vested on January 23, 2011. ( 4 )Employee stock options are granted without payment of consideration. ( 5 )In the aggregate, a total of 440,720 employee stock options (with various exercise prices and expiration dates) were beneficially owned by the reporting person as of the date of this report. ( 6 )This option is part of an option grant that vests in three equal annual installments beginning January 16, 2014. The installment exercised by the reporting person as reported herein vested on January 16, 2014.

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 4(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).

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