Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Effective November 13, 2008, the Board of Directors of Alcoa Inc. ("Alcoa"), upon recommendation of its Governance and Nominating Committee, appointed Patricia F. Russo, former Chief Executive Officer of Alcatel Lucent, to the Board of Directors of Alcoa. Ms. Russo was appointed to the class of directors whose terms expire at the annual meeting of shareholders in 2009. She has been named as a member of the Compensation and Benefits Committee of the Board.

Ms. Russo will receive compensation for her service on the Board in accordance with the terms described under the caption "Director Compensation" of Alcoa's proxy statement that was filed with the Securities and Exchange Commission on March 17, 2008. In addition, Alcoa will enter into an indemnity agreement with Ms. Russo in the form approved in principle by Alcoa shareholders and which Alcoa has entered into with each of its directors to supplement the indemnification coverage provided by Alcoa's Articles of Incorporation and By-laws and the Pennsylvania Business Corporation Law. (See Form of Indemnity Agreement between Alcoa and individual directors or officers, incorporated by reference to exhibit 10(j) to Alcoa's Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 1987.)

A copy of the press release announcing the appointment of Ms. Russo is attached hereto as Exhibit 99 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following is filed as an exhibit to this report:

99 Alcoa Inc. press release dated November 13, 2008.

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