As filed with the Securities and Exchange Commission
on June 16, 1995
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ALUMINUM COMPANY OF AMERICA
(Exact name of issuer as specified in its charter)
Pennsylvania 25-0317820
(State of Incorporation) (I.R.S. Employer Identification No.)
425 Sixth Avenue, Alcoa Building,
Pittsburgh, Pennsylvania 15219-1850
(Address of principal executive office, including zip code)
LONG TERM STOCK INCENTIVE PLAN
OF ALUMINUM COMPANY OF AMERICA
(Full Title of Plan)
Denis A. Demblowski,
Assistant Secretary and Managing General Attorney
425 Sixth Avenue, Alcoa Building,
Pittsburgh, Pennsylvania 15219-1850
(Name and address of agent for service)
Telephone number of agent for service (412) 553-3856
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed maximum Amount of
Securities to be to be maximum offering aggregate registration
registered registered price per share offering price fee
Aluminum Company
of America,
common stock
$1 par value ... 8,8000,000 $44.50(1) $391,600,000(1) $135,034.49
<FN>
(1) Estimated solely for the purpose of calculating the registration fee,
based on the average of the high and low prices of shares of the
Registrant's Common Stock reported in the consolidated reporting system
on June 14, 1995
The contents of Registration Statement No. 33-49109 on Form S-8
are incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh, the
Commonwealth of Pennsylvania, on this 16th day of June, 1995.
ALUMINUM COMPANY OF AMERICA
(Registrant)
/s/Ronald R. Hoffman
Ronald R. Hoffman
Executive Vice President
Human Resources, Quality and
Communications
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/Paul H. O'Neill Chairman of the Board June 16, 1995
Paul H. O'Neill and Chief Executive Officer
(Principal Executive Officer)
/s/Jan H. M. Hommen Executive Vice President & June 16, 1995
Jan H. M. Hommen Chief Financial Officer
(Principal Executive Officer)
/s/Earnest J. Edwards Vice President & Controller June 16, 1995
Earnest J. Edwards (Principal Accounting Officer)
Kenneth W. Dam, John P. Diesel, Joseph T. Gorman, Judith M.
Gueron, Ronnie C. Hampel, John P. Mulroney, Paul H. O'Neill,
Sir Arvi Parbo, Henry B. Schacht, Forrest N. Shumway, Franklin A.
Thomas and Marina v.N. Whitman, each as a Director, on June 16,
1995, by Barbara S. Jeremiah, their attorney-in-fact.
/s/Barbara S. Jeremiah
Barbara S. Jeremiah
Attorney-in-fact
INDEX TO EXHIBITS
Exhibit
Number Description
5 Opinion of Denis A. Demblowski, Managing General
Attorney of the Company.
15 Letter from Independent Public Accountants regarding
unaudited financial information.
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Counsel (included in Exhibit 5).
24 Powers of Attorney for certain officers and directors
of the Company.