As filed with the Securities and Exchange Commission on May 27, 1994
                                             Registration No. 33-_________ 


                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549


                                 FORM S-8

                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933


                          REYNOLDS METALS COMPANY

          (Exact name of registrant as specified in its charter)

          Delaware                                         54-0355135
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                      Identification No.)

                6601 West Broad Street, Richmond, VA 23230
       (Address of principal executive offices, including zip code)

                                     
                          REYNOLDS METALS COMPANY
                RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS
                           (Full title of plan)


   D. MICHAEL JONES, ESQ., Vice President, General Counsel and Secretary
                                    and
   BRENDA A. HART, ESQ., Chief Securities/Finance Counsel and Assistant
                          Secretary


                          Reynolds Metals Company
                6601 West Broad Street, Richmond, VA 23230
                              (804) 281-2000

      (Names, addresses and telephone numbers, including area code, 
                          of agents for service)
<PAGE>
<TABLE>
<CAPTION>
                                   CALCULATION OF REGISTRATION FEE

   <C>                   <C>            <C>                <C>                  <C>
   Title of securities   Amount to be   Proposed           Proposed             Amount of
   to be registered      registered     maximum offering   maximum              registration fee*
                                        price per share*   aggregate offering   
                                                           price*               

Common Stock,            30,000         $45.75             $1,372,500.00        $473.28
without par value        shares
<FN>
   
     *In accordance with Rule 457(h)(1) under the Securities Act of 1933, the aggregate offering
price and registration fee are computed on the basis of a price per share based, pursuant to Rule
457(c), on the average of the high and low prices of the Common Stock as reported on the New York
Stock Exchange Composite Transactions Tape on May 20, 1994.
/TABLE
<PAGE>
                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Items 1 and 2.

     The document(s) containing the information specified in this Part I
will be sent or given to eligible directors as specified by Rule 428(b)(1).


                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 (the "Exchange Act")
are incorporated herein by reference:

     (1) The Annual Report of Reynolds Metals Company (the "Company" or the
"Registrant") on Form 10-K for the year ended December 31, 1993. 

     (2) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 1993.

     (3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated February 23, 1994
pertaining to Common Stock and Preferred Stock Purchase Rights.

     All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from
the date of filing of such documents.

     The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the year ended December 31, 1993,
have been audited by Ernst & Young, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. 
Such consolidated financial statements are incorporated herein by reference
in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The legality of the securities being registered hereunder will be
passed upon by D. Michael Jones, Esq., Vice President, General Counsel and
Secretary of the Company.  Mr. Jones, in his capacity as Vice President,
General Counsel and Secretary of the Company, is paid a salary by the
Company and is a participant in various employee benefit plans offered to
employees of the Company.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware
empowers the Company to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding by reason of the fact that he is or was a
director, officer, employee or agent of the Company or is or was serving at
the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Company and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful, except that, in
the case of an action or suit by or in the right of the Company, no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Company
unless the Court of Chancery or the court in which such action or suit was
brought shall determine that such person is fairly and reasonably entitled
to indemnity for proper expenses.  Article X of the By-Laws of the Company
incorporates substantially the provisions of Section 145 of the General
Corporation Law of the State of Delaware and requires the Company to
indemnify any person to the full extent of its powers as described above. 
The Company has entered into indemnification agreements with each of its
directors and officers.  The rights conferred thereunder are substantially
the same as those under Article X of the Company's By-Laws.  In addition,
the agreements provide for indemnification of expenses incurred as a
witness, require the Company to observe specified procedures, within set
time limits, when indemnification or advancement of expenses is requested
and provide for payment of expenses incurred in enforcing the agreement. 
Article XI of the Company's Restated Certificate of Incorporation limits
the personal liability of directors to the Company or its shareholders for
monetary damages for certain breaches of fiduciary duty.

     The Company has placed in effect insurance indemnifying against
certain liabilities that could arise from acts (or omissions to act) of its
officers and directors.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

*4.1   Restated Certificate of Incorporation, as amended to the date
       hereof.  (File No. 1-1430, Registration Statement on Form 8-A dated
       February 23, 1994, pertaining to Common Stock and Preferred Stock
       Purchase Rights, Exhibit 1)

*4.2   Form of Common Stock Certificate.  (Registration Statement No. 33-
       6032 on Form S-8, dated July 15, 1993, Exhibit 4.2)

*4.3   By-Laws, as amended to the date hereof. (File No. 1-1430, Form 10-Q
       Report for the Quarter Ended March 31, 1994, Exhibit 4.2)

*4.4   Rights Agreement dated as of November 23, 1987 (the "Rights
       Agreement") between Reynolds Metals Company and The Chase Manhattan
       Bank, N.A.  (File No. 1-1430, Registration Statement on Form 8-A
       dated November 23, 1987, pertaining to Preferred Stock Purchase
       Rights, Exhibit 1)

*4.5   Amendment No. 1 dated as of December 19, 1991 to the Rights
       Agreement.  (File No. 1-1430, 1991 Form 10-K Report, Exhibit 4.11)

 4.6   Reynolds Metals Company Restricted Stock Plan for Outside Directors

 5     Opinion of D. Michael Jones, Esq., Vice President, General Counsel
       and Secretary

 23.1  Consent of Ernst & Young

 23.2  The consent of D. Michael Jones, Esq. is contained in his opinion. 
       See Exhibit 5 hereto.

 24    Powers of Attorney 

* Incorporated by reference.

Item 9. Undertakings.

       The undersigned Registrant hereby undertakes:

       (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

          (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

          (ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and

          (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.

       (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

       (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

       (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

       Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions referred
to in Item 6 above, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                SIGNATURES

       The Registrant.  Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe
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 County of Henrico,
Commonwealth of Virginia, on this 27th day of May, 1994.


                                        REYNOLDS METALS COMPANY




                                        By  Richard G. Holder
                                            Richard G. Holder,
                                            Chairman of the Board and
                                            Chief Executive Officer

       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 27, 1994.


*David P. Reynolds                      Richard G. Holder
David P. Reynolds, Director             Richard G. Holder, Director,
                                        Chairman of the Board and
                                        Chief Executive Officer


Randolph N. Reynolds                    Henry S. Savedge, Jr.
Randolph N. Reynolds, Director          Henry S. Savedge, Jr., Director,
                                        Executive Vice President and
                                        Chief Financial Officer


*William O. Bourke                      Jeremiah J. Sheehan
William O. Bourke, Director             Jeremiah J. Sheehan, Director


*John R. Hall                           *Thomas A. Graves, Jr.
John R. Hall, Director                  Thomas A. Graves, Jr., Director


*Robert J. Vlasic                       *Gerald Greenwald
Robert J. Vlasic, Director              Gerald Greenwald, Director


____________________________            *Robert L. Hintz
Charles A. Sanders, Director            Robert L. Hintz, Director


*Joe B. Wyatt                           Yale M. Brandt
Joe B. Wyatt, Director                  Yale M. Brandt, Director


*By Brenda A. Hart                      Allen M. Earehart
Brenda A. Hart, Attorney-in-Fact        Allen M. Earehart, Vice President,
                                        Controller


                               EXHIBIT INDEX

EXHIBIT                                                          SEQUENTIAL
NO.                       DESCRIPTION OF EXHIBIT                   PAGE NO.

*4.1    Restated Certificate of Incorporation, as amended to
        the date hereof.  (File No. 1-1430, Registration
        Statement on Form 8-A dated February 23, 1994,
        pertaining to Common Stock and Preferred Stock
        Purchase Rights, Exhibit 1)

*4.2    Form of Common Stock Certificate.  (Registration
        Statement No. 33-66032 on Form S-8, dated July 15,
        1993, Exhibit 4.2)

*4.3    By-Laws, as amended to the date hereof.  (File No.
        1-1430, Form 10-Q Report for the Quarter Ended March
        31, 1994, Exhibit 4.2)

*4.4    Rights Agreement dated as of November 23, 1987 (the
        "Rights Agreement") between Reynolds Metals Company
        and The Chase Manhattan Bank, N.A. (File No. 1-1430,
        Registration Statement on Form 8-A dated November
        23, 1987, pertaining to Preferred Stock Purchase
        Rights, Exhibit 1)

*4.5    Amendment No. 1 dated as of December 19, 1991 to the
        Rights Agreement. (File No. 1-1430, 1991 Form 10-K
        Report, Exhibit 4.11)

 4.6    Reynolds Metals Company Restricted Stock Plan for
        Outside Directors

 5      Opinion of D. Michael Jones, Esq., Vice President,
        General Counsel and Secretary

 23.1   Consent of Ernst & Young

 23.2   The consent of D. Michael Jones, Esq. is contained
        in his opinion.  See Exhibit 5 hereto.

 24     Powers of Attorney


* Incorporated by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16387}]
{"company-data": {"conformed-name": "REYNOLDS METALS CO", "cik": "0000083604", "assigned-sic": "3334", "irs-number": "540355135", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53851", "film-number": "94531047"}, "business-address": {"street1": "6601 W BROAD ST", "street2": "PO BOX 27003", "city": "RICHMOND", "state": "VA", "zip": "23261", "phone": "8042812000"}}
As filed with the Securities and Exchange Commission on May 27, 1994
                                             Registration No. 33-_________ 

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 FORM S-8

                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                          REYNOLDS METALS COMPANY

          (Exact name of registrant as specified in its charter)

          Delaware                                         54-0355135
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                      Identification No.)

                6601 West Broad Street, Richmond, VA 23230
       (Address of principal executive offices, including zip code)

                                     
                          REYNOLDS METALS COMPANY
                RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS
                           (Full title of plan)

   D. MICHAEL JONES, ESQ., Vice President, General Counsel and Secretary
                                    and
   BRENDA A. HART, ESQ., Chief Securities/Finance Counsel and Assistant
                          Secretary

                          Reynolds Metals Company
                6601 West Broad Street, Richmond, VA 23230
                              (804) 281-2000

      (Names, addresses and telephone numbers, including area code, 
                          of agents for service)
CALCULATION OF REGISTRATION FEE
Title of securities   Amount to be   Proposed           Proposed             Amount of
   to be registered      registered     maximum offering   maximum              registration fee*
                                        price per share*   aggregate offering   
                                                           price*               

Common Stock,            30,000         $45.75             $1,372,500.00        $473.28
without par value        shares
*In accordance with Rule 457(h)(1) under the Securities Act of 1933, the aggregate offering
price and registration fee are computed on the basis of a price per share based, pursuant to Rule
457(c), on the average of the high and low prices of the Common Stock as reported on the New York
Stock Exchange Composite Transactions Tape on May 20, 1994.
/TABLE
PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2.

     The document(s) containing the information specified in this Part I
will be sent or given to eligible directors as specified by Rule 428(b)(1).

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 (the "Exchange Act")
are incorporated herein by reference:

     (1) The Annual Report of Reynolds Metals Company (the "Company" or the
"Registrant") on Form 10-K for the year ended December 31, 1993. 

     (2) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 1993.

     (3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated February 23, 1994
pertaining to Common Stock and Preferred Stock Purchase Rights.

     All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from
the date of filing of such documents.

     The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the year ended December 31, 1993,
have been audited by Ernst & Young, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. 
Such consolidated financial statements are incorporated herein by reference
in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The legality of the securities being registered hereunder will be
passed upon by D. Michael Jones, Esq., Vice President, General Counsel and
Secretary of the Company.  Mr. Jones, in his capacity as Vice President,
General Counsel and Secretary of the Company, is paid a salary by the
Company and is a participant in various employee benefit plans offered to
employees of the Company.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware
empowers the Company to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding by reason of the fact that he is or was a
director, officer, employee or agent of the Company or is or was serving at
the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Company and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful, except that, in
the case of an action or suit by or in the right of the Company, no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Company
unless the Court of Chancery or the court in which such action or suit was
brought shall determine that such person is fairly and reasonably entitled
to indemnity for proper expenses.  Article X of the By-Laws of the Company
incorporates substantially the provisions of Section 145 of the General
Corporation Law of the State of Delaware and requires the Company to
indemnify any person to the full extent of its powers as described above. 
The Company has entered into indemnification agreements with each of its
directors and officers.  The rights conferred thereunder are substantially
the same as those under Article X of the Company's By-Laws.  In addition,
the agreements provide for indemnification of expenses incurred as a
witness, require the Company to observe specified procedures, within set
time limits, when indemnification or advancement of expenses is requested
and provide for payment of expenses incurred in enforcing the agreement. 
Article XI of the Company's Restated Certificate of Incorporation limits
the personal liability of directors to the Company or its shareholders for
monetary damages for certain breaches of fiduciary duty.

     The Company has placed in effect insurance indemnifying against
certain liabilities that could arise from acts (or omissions to act) of its
officers and directors.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

*4.1   Restated Certificate of Incorporation, as amended to the date
       hereof.  (File No. 1-1430, Registration Statement on Form 8-A dated
       February 23, 1994, pertaining to Common Stock and Preferred Stock
       Purchase Rights, Exhibit 1)

*4.2   Form of Common Stock Certificate.  (Registration Statement No. 33-
       6032 on Form S-8, dated July 15, 1993, Exhibit 4.2)

*4.3   By-Laws, as amended to the date hereof. (File No. 1-1430, Form 10-Q
       Report for the Quarter Ended March 31, 1994, Exhibit 4.2)

*4.4   Rights Agreement dated as of November 23, 1987 (the "Rights
       Agreement") between Reynolds Metals Company and The Chase Manhattan
       Bank, N.A.  (File No. 1-1430, Registration Statement on Form 8-A
       dated November 23, 1987, pertaining to Preferred Stock Purchase
       Rights, Exhibit 1)

*4.5   Amendment No. 1 dated as of December 19, 1991 to the Rights
       Agreement.  (File No. 1-1430, 1991 Form 10-K Report, Exhibit 4.11)

 4.6   Reynolds Metals Company Restricted Stock Plan for Outside Directors

 5     Opinion of D. Michael Jones, Esq., Vice President, General Counsel
       and Secretary

 23.1  Consent of Ernst & Young

 23.2  The consent of D. Michael Jones, Esq. is contained in his opinion. 
       See Exhibit 5 hereto.

 24    Powers of Attorney 

* Incorporated by reference.

Item 9. Undertakings.

       The undersigned Registrant hereby undertakes:

       (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

          (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

          (ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and

          (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.

       (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

       (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

       (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

       Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions referred
to in Item 6 above, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                SIGNATURES

       The Registrant.  Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe
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 County of Henrico,
Commonwealth of Virginia, on this 27th day of May, 1994.

                                        REYNOLDS METALS COMPANY

                                        By  Richard G. Holder
                                            Richard G. Holder,
                                            Chairman of the Board and
                                            Chief Executive Officer

       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 27, 1994.

*David P. Reynolds                      Richard G. Holder
David P. Reynolds, Director             Richard G. Holder, Director,
                                        Chairman of the Board and
                                        Chief Executive Officer

Randolph N. Reynolds                    Henry S. Savedge, Jr.
Randolph N. Reynolds, Director          Henry S. Savedge, Jr., Director,
                                        Executive Vice President and
                                        Chief Financial Officer

*William O. Bourke                      Jeremiah J. Sheehan
William O. Bourke, Director             Jeremiah J. Sheehan, Director

*John R. Hall                           *Thomas A. Graves, Jr.
John R. Hall, Director                  Thomas A. Graves, Jr., Director

*Robert J. Vlasic                       *Gerald Greenwald
Robert J. Vlasic, Director              Gerald Greenwald, Director

____________________________            *Robert L. Hintz
Charles A. Sanders, Director            Robert L. Hintz, Director

*Joe B. Wyatt                           Yale M. Brandt
Joe B. Wyatt, Director                  Yale M. Brandt, Director

*By Brenda A. Hart                      Allen M. Earehart
Brenda A. Hart, Attorney-in-Fact        Allen M. Earehart, Vice President,
                                        Controller

                               EXHIBIT INDEX

EXHIBIT                                                          SEQUENTIAL
NO.                       DESCRIPTION OF EXHIBIT                   PAGE NO.

*4.1    Restated Certificate of Incorporation, as amended to
        the date hereof.  (File No. 1-1430, Registration
        Statement on Form 8-A dated February 23, 1994,
        pertaining to Common Stock and Preferred Stock
        Purchase Rights, Exhibit 1)

*4.2    Form of Common Stock Certificate.  (Registration
        Statement No. 33-66032 on Form S-8, dated July 15,
        1993, Exhibit 4.2)

*4.3    By-Laws, as amended to the date hereof.  (File No.
        1-1430, Form 10-Q Report for the Quarter Ended March
        31, 1994, Exhibit 4.2)

*4.4    Rights Agreement dated as of November 23, 1987 (the
        "Rights Agreement") between Reynolds Metals Company
        and The Chase Manhattan Bank, N.A. (File No. 1-1430,
        Registration Statement on Form 8-A dated November
        23, 1987, pertaining to Preferred Stock Purchase
        Rights, Exhibit 1)

*4.5    Amendment No. 1 dated as of December 19, 1991 to the
        Rights Agreement. (File No. 1-1430, 1991 Form 10-K
        Report, Exhibit 4.11)

 4.6    Reynolds Metals Company Restricted Stock Plan for
        Outside Directors

 5      Opinion of D. Michael Jones, Esq., Vice President,
        General Counsel and Secretary

 23.1   Consent of Ernst & Young

 23.2   The consent of D. Michael Jones, Esq. is contained
        in his opinion.  See Exhibit 5 hereto.

 24     Powers of Attorney

* Incorporated by reference.