Exhibit 5

May 28, 1999




Alcoa Inc.
201 Isabella Street
Pittsburgh, PA  15212-5858


Ladies and Gentlemen:


You have requested my opinion as to the legality of any
original issue shares, up to 14,00,000 shares, of common
stock, par value $1.00 per share, of Alcoa Inc. (the
"Company") that may be distributed pursuant to the Alcoa
Stock Incentive Plan (the "Plan"), which shares of common
stock you are seeking to register with the Securities and
Exchange Commission under the provisions of the Securities
Act of 1933, as amended.

As a Senior Counsel of the Company I am generally familiar
with its legal affairs.  In addition, I have examined such
documents as I have deemed appropriate for the purpose of
this opinion.

In my opinion, if authorized but previously unissued shares
of common stock of the Company shall be issued and sold or
delivered to participants in the Plan pursuant to the
provisions thereof, the said shares of common stock will be
legally issued, fully paid and non-assessable.

I hereby consent to be named, in the registration statement,
and amendments thereof, by which the securities to be issued
pursuant to the Plan are registered with the Securities and
Exchange Commission, and in any prospectus which is a part
thereof, as counsel for the Company who has passed upon the
legality of the securities registered thereby.  I further
consent to the filing of this opinion as an exhibit to the
registration statement.  I do not concede by these consents
that I come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as
amended, or by the rules and regulations of the Securities
and Exchange Commission under that Act.


Very truly yours,



/s/Denis A. Demblowski
Denis A. Demblowski
Senior Counsel