As filed with the Securities and Exchange Commission on May 17, 1996
                                                 Registration No. 333-________
- ------------------------------------------------------------------------------

                      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
                      1996 NONQUALIFIED STOCK OPTION PLAN
                             (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

===============================================================================================
<S>                  <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,        2,000,000      $55.25            $110,500,000          $38,103.45
without par value    shares
===============================================================================================
</TABLE>
<PAGE>
     *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 13, 1996.


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 employees 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, 1995.

     (2) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1995.

     (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 hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference herein and to be a 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, 1995, have
been audited by Ernst & Young LLP, 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 such person 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 such person in connection with
such action, suit or proceeding if he or she acted in good faith and in a
manner he or she 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 or her 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.
       (Registration Statement No. 333-00929 on Form S-8, dated February 14,
       1996, Exhibit 4.1)

*4.2   Form of Common Stock Certificate.  (Registration Statement No. 333-
       00929 on Form S-8, dated February 14, 1996, 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, 1996, Exhibit 3.2)

_____________
* Incorporated by reference.


*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 1996 Nonqualified Stock Option Plan

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

 23.1  Consent of Ernst & Young LLP

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

*24    Powers of Attorney.  (File No. 1-1430, 1995 Form 10-K Report, Exhibit
       24)

 99    Amendment to Reynolds Metals Company 1992 Nonqualified Stock Option Plan
       effective January 1, 1993

_____________
* 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 with or furnished to the
Commission 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 17th day of May, 1996.


                                        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 17 1996.


Richard G. Holder, Director,                Henry S. Savedge, Jr., Director,
Richard G. Holder, Director,                Henry S. Savedge, Jr., Director,
Chairman of the Board and                   Executive Vice President and
Chief Executive Officer                     Chief Financial Officer
(Principal Executive Officer)               (Principal Financial Officer)


*Patricia C. Barron                         *William O. Bourke
Patricia C. Barron, Director                William O. Bourke, Director


*John R. Hall                               *Robert L. Hintz
John R. Hall, Director                      Robert L. Hintz, Director


*William H. Joyce                           *Mylle Bell Mangum
William H. Joyce, Director                  Mylle Bell Mangum, Director


*D. Larry Moore                             Randolph N. Reynolds, Director
D. Larry Moore, Director                    Randolph N. Reynolds, Director


*James M. Ringler                           Jeremiah J. Sheehan, Director
James M. Ringler, Director                  Jeremiah J. Sheehan, Director


*Joe B. Wyatt
Joe B. Wyatt, Director


*By:   Brenda A. Hart                        Allen M. Earehart
       Brenda A. Hart, Attorney-in-Fact      Allen M. Earehart,
                                             Vice President, Controller
                                             (Principal Accounting Officer)


                                 EXHIBIT INDEX

EXHIBIT
NO.                           DESCRIPTION OF EXHIBIT

*4.1    Restated Certificate of Incorporation, as amended to the date hereof.
        (Registration Statement No. 333-00929 on Form S-8, dated February 14,
        1996, Exhibit 4.1)

*4.2    Form of Common Stock Certificate.  (Registration Statement No. 333-
        00929 on Form S-8, dated February 14, 1996, 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, 1996, Exhibit 3.2)

*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 1996 Nonqualified Stock Option Plan

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

 23.1   Consent of Ernst & Young LLP

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

*24     Powers of Attorney.  (File No. 1-1430, 1995 Form 10-K Report, Exhibit
        24)

 99     Amendment to Reynolds Metals Company 1992 Nonqualified Stock Option
        Plan effective January 1, 1993

____________
* Incorporated by reference.
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{"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": "333-03947", "film-number": "96569064"}, "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 17, 1996
                                                 Registration No. 333-________
- ------------------------------------------------------------------------------

                      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
                      1996 NONQUALIFIED STOCK OPTION PLAN
                             (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,        2,000,000      $55.25            $110,500,000          $38,103.45
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 13, 1996.

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 employees 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, 1995.

     (2) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1995.

     (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 hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference herein and to be a 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, 1995, have
been audited by Ernst & Young LLP, 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 such person 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 such person in connection with
such action, suit or proceeding if he or she acted in good faith and in a
manner he or she 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 or her 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.
       (Registration Statement No. 333-00929 on Form S-8, dated February 14,
       1996, Exhibit 4.1)

*4.2   Form of Common Stock Certificate.  (Registration Statement No. 333-
       00929 on Form S-8, dated February 14, 1996, 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, 1996, Exhibit 3.2)

_____________
* Incorporated by reference.

*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 1996 Nonqualified Stock Option Plan

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

 23.1  Consent of Ernst & Young LLP

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

*24    Powers of Attorney.  (File No. 1-1430, 1995 Form 10-K Report, Exhibit
       24)

 99    Amendment to Reynolds Metals Company 1992 Nonqualified Stock Option Plan
       effective January 1, 1993

_____________
* 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 with or furnished to the
Commission 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 17th day of May, 1996.

                                        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 17 1996.

Richard G. Holder, Director,                Henry S. Savedge, Jr., Director,
Richard G. Holder, Director,                Henry S. Savedge, Jr., Director,
Chairman of the Board and                   Executive Vice President and
Chief Executive Officer                     Chief Financial Officer
(Principal Executive Officer)               (Principal Financial Officer)

*Patricia C. Barron                         *William O. Bourke
Patricia C. Barron, Director                William O. Bourke, Director

*John R. Hall                               *Robert L. Hintz
John R. Hall, Director                      Robert L. Hintz, Director

*William H. Joyce                           *Mylle Bell Mangum
William H. Joyce, Director                  Mylle Bell Mangum, Director

*D. Larry Moore                             Randolph N. Reynolds, Director
D. Larry Moore, Director                    Randolph N. Reynolds, Director

*James M. Ringler                           Jeremiah J. Sheehan, Director
James M. Ringler, Director                  Jeremiah J. Sheehan, Director

*Joe B. Wyatt
Joe B. Wyatt, Director

*By:   Brenda A. Hart                        Allen M. Earehart
       Brenda A. Hart, Attorney-in-Fact      Allen M. Earehart,
                                             Vice President, Controller
                                             (Principal Accounting Officer)

                                 EXHIBIT INDEX

EXHIBIT
NO.                           DESCRIPTION OF EXHIBIT

*4.1    Restated Certificate of Incorporation, as amended to the date hereof.
        (Registration Statement No. 333-00929 on Form S-8, dated February 14,
        1996, Exhibit 4.1)

*4.2    Form of Common Stock Certificate.  (Registration Statement No. 333-
        00929 on Form S-8, dated February 14, 1996, 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, 1996, Exhibit 3.2)

*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 1996 Nonqualified Stock Option Plan

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

 23.1   Consent of Ernst & Young LLP

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

*24     Powers of Attorney.  (File No. 1-1430, 1995 Form 10-K Report, Exhibit
        24)

 99     Amendment to Reynolds Metals Company 1992 Nonqualified Stock Option
        Plan effective January 1, 1993

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* Incorporated by reference.