FORM 4 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 OF SECURITIES 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 * Thuestad John G   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) 201 ISABELLA STREET 3. Date of Earliest Transaction (Month/Day/Year) 05/17/2011 (Street) PITTSBURGH, PA 15212 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 05/17/2011   M   61,334 A $ 8.33 95,745 D   Common Stock 05/17/2011   M   73,920 A $ 13.54 169,665 D   Common Stock 05/17/2011   S   145,991 D $ 16.4034 (1) 23,674 D   Common Stock               2,908 I By Company 401(k) Plan

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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

05/17/2011

M

61,334

(2)

01/23/2015

Common Stock

61,334

$ 0 (3)

60,666 (4)

D

Employee Stock Option (right to buy)

$ 13.54

05/17/2011

M

73,920

(5)

01/26/2020

Common Stock

73,920

$ 0 (3)

147,840 (4)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Thuestad John G 201 ISABELLA STREET PITTSBURGH, PA 15212			Executive Vice President

Signatures

Brenda Hart (Assistant Secretary), by power of attorney		05/19/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $16.3616 to $16.44. 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.
(2)	The option, representing on the date of grant a right to purchase a total of 182,000 shares, is exercisable in three equal annual installments beginning on January 23, 2010, which was the first anniversary of the date of grant.
(3)	Employee stock options are granted without payment of consideration.
(4)	In the aggregate, a total of 248,836 employee stock options (with various exercise prices and expiration dates) were beneficially owned by the reporting person as of the date of this report.
(5)	The option, representing on the date of grant a right to purchase a total of 221,760 shares, is exercisable in three equal annual installments beginning on January 26, 2011, which was the first anniversary of the date of grant.

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