REYNOLDS METALS CO, S-3/A, 1994-01-18

REYNOLDS METALS CO
S-3/A, 1994-01-18
PRIMARY PRODUCTION OF ALUMINUM

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As filed with the Securities and Exchange Commission on January 18, 1994

Registration No. 33-51631
=============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________

Amendment No. 2

to
Form S-3
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 of (I.R.S. employer
incorporation or organization) identification number)
_________________

6601 West Broad Street, Richmond, VA 23230
(804) 281-2000
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
_________________

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, address, including zip code, and
telephone number, including area code, of agents for service)
_________________

Copies to:
Benjamin F. Harmon, IV, Esq. Joseph W. Armbrust, Jr., Esq.
Reynolds Metals Company Brown & Wood
6601 West Broad Street One World Trade Center
Richmond, VA 23230 New York, New York 10048-0557

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of the Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /__/

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /__/

<TABLE>
CALCULATION OF REGISTRATION FEE

========================================================================================================
<CAPTION>
Proposed Proposed
Amount Maximum Maximum
Title of Each Class of to be Offering Price Aggregate Amount of
Securities to be Registered Registered per Unit Offering Price Registration Fee
________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
__% PRIDES, Convertible
Preferred Stock, stated
value $___ per share.. . . . . 11,000,000 shs.(1) $48.125(2) $529,375,000(2)(3) $182,544.38(4)
________________________________________________________________________________________________________

Common Stock, without
par value. . . . . . . . . . . . (5) N/A N/A N/A
________________________________________________________________________________________________________

Preferred Stock
Purchase Rights. . . . . . . . . (5)(6) N/A N/A N/A
========================================================================================================

<FN>
(1) Includes 1,000,000 shares of __% PRIDES, Convertible Preferred Stock subject to the Underwriters'
over-allotment option.
(2) The average of the per share high and low sales prices of the Company's Common Stock reported on
the New York Stock Exchange Composite Transactions Tape on January 17, 1994 is used solely for
purposes of calculating the registration fee pursuant to Rule 457 promulgated under the Securities
Act of 1933. The initial offering price per share of the __% PRIDES, Convertible Preferred Stock
will depend, in part, on the market prices of the Registrant's Common Stock at the time the initial
offering price to the public of the shares of __% PRIDES, Convertible Preferred Stock is
determined.
(3) Of which amount, $460,000,000 was registered in the original filing.
(4) Of which amount, $158,621.80 was paid with the original filing and $23,922.58 is being paid
herewith.
(5) An indeterminate number of shares of Common Stock, and related Preferred Stock Purchase Rights,
issuable upon, or in connection with, the conversion or redemption of the __% PRIDES, Convertible
Preferred Stock, including shares of Common Stock issuable in respect of accrued and unpaid
dividends and additional shares of Common Stock that may become issuable as a consequence of
adjustments to the Common Equivalent Rate and Optional Conversion Rate (the respective rates at
which a share of __% PRIDES, Convertible Preferred Stock is mandatorily or voluntarily converted
into shares of Common Stock).
(6) Rights are currently evidenced by certificates for shares of Common Stock and automatically trade
with such Common Stock.

</TABLE>

_________________

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
===============================================================================

<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JANUARY 18, 1994

[LOGO]

PROSPECTUS

10,000,000 Shares

REYNOLDS METALS COMPANY

__% PRIDES*

Convertible Preferred Stock, Stated Value $__ per Share
________________

The shares offered hereby are 10,000,000 shares of Preferred Redeemable
Increased Dividend Equity Securities*, __% PRIDES*, Convertible Preferred
Stock, stated value $__ per share ("PRIDES"), of Reynolds Metals Company (the
"Company").

The annual dividend payable with respect to each share of PRIDES is $____.
Dividends will be cumulative from the date of issuance and will be payable
quarterly in arrears on each April 1, July 1, October 1 and December 31,
commencing April 1, 1994. The liquidation preference applicable to each share
of PRIDES is equal to the sum of (i) the per share price to the public shown
below, and (ii) the amount of accrued and unpaid dividends thereon.

On December 31, 1997 (the "Mandatory Conversion Date"), unless either
previously redeemed or converted at the option of the holder, each of the
outstanding shares of PRIDES will mandatorily convert into (i) one share of
Common Stock, without par value, of the Company (the "Common Stock"), subject
to adjustment in certain events, and (ii) the right to receive an amount in
cash equal to all accrued and unpaid dividends thereon.

Shares of PRIDES are not redeemable prior to December 31, 1996. At any
time and from time to time on or after December 31, 1996 until immediately
prior to the Mandatory Conversion Date, the Company may redeem any or all of
the outstanding shares of PRIDES. Upon any such redemption, each holder will
receive, in exchange for each share of PRIDES, the number of shares of Common
Stock equal to the sum of (i) $_____, declining after December 31, 1996 as set
forth herein to $_____ until the Mandatory Conversion Date, and (ii) all
accrued and unpaid dividends thereon (the "Call Price") divided by the Current
Market Price (as defined herein) on the applicable date of determination, but
in no event less than ____ of a share of Common Stock.

At any time prior to the Mandatory Conversion Date, unless previously
redeemed, each of the shares of PRIDES is convertible at the option of the
holder thereof into ____ of a share of Common Stock (equivalent to a conversion
price of $____ per share of Common Stock (the "Conversion Price")), subject to
adjustment in certain events. The number of shares of Common Stock a holder
will receive upon redemption, and the value of the shares received upon
conversion, will vary depending on the market price of the Common Stock from
time to time, all as set forth herein.

Dividends on the PRIDES will accrue at a higher rate than the rate at
which dividends are currently paid on the Common Stock. The opportunity for
equity appreciation afforded by an investment in the shares of PRIDES is less
than that afforded by an investment in the Common Stock because the Conversion
Price is higher than the per share price to the public of the shares of PRIDES
and the Company may, at its option, redeem the shares of PRIDES at any time on
or after December 31, 1996 and prior to the Mandatory Conversion Date, and may
be expected to do so if, among other circumstances, the Current Market Price of
the Common Stock exceeds the Call Price. In such event, a holder of a share of
PRIDES will receive less than one share of Common Stock, but no less than ____
of a share of Common Stock. The per share value of the Common Stock received
by holders of PRIDES may be more or less than the per share amount paid for the
PRIDES offered hereby, due to market fluctuations in the price of the Common
Stock. For a detailed description of the terms of the PRIDES, see "Description
of PRIDES".

SEE "INVESTMENT CONSIDERATIONS" FOR CERTAIN CONSIDERATIONS RELEVANT TO THE
SHARES OF PRIDES OFFERED HEREBY.

Application has been made to list the shares of PRIDES on the New York
Stock Exchange ("NYSE") and the Chicago Stock Exchange. On December 28, 1993,
the last reported sale price of the Common Stock on the NYSE was $46-1/2 per
share.

________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

==============================================================================

Price to Underwriting Proceeds to
Public(1) Discount(2) Company (1)(3)
______________________________________________________________________________

Per share of PRIDES . . . . . . $ $ $
______________________________________________________________________________

Total(4) . . . . . . . . . . . . $ $ $

==============================================================================
(1) Plus accrued dividends, if any, from the date of issue.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting".

(3) Before deducting expenses payable by the Company estimated at $401,844.38.

(4) The Company has granted to the Underwriters an option, exercisable within
30 days after the date of this Prospectus, to purchase up to an additional
1,000,000 shares of PRIDES to cover over-allotments, if any. If such
option is exercised in full, the total Price to Public, Underwriting
Discount and Proceeds to Company will be $__________, $_________ and
$_________, respectively. See "Underwriting".

________________

The PRIDES are offered by the several Underwriters, subject to prior sale,
when, as and if issued to and accepted by them, and subject to approval of
certain legal matters by counsel for the Underwriters and certain other
conditions. The Underwriters reserve the right to withdraw, cancel or modify
such offer and to reject orders in whole or in part. It is expected that
delivery of the PRIDES offered hereby will be made in New York, New York, on or
about ____________, 1994.

* Service mark of Merrill Lynch & Co., Inc.

Merrill Lynch & Co. CS First Boston

________________

The date of this Prospectus is , 1994.

<PAGE>
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other information filed by
the Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at certain of its Regional Offices, located at: Suite 1400, 500
West Madison Street, Chicago, IL 60661; and 13th Floor, Seven World Trade
Center, New York, NY 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. Such material can also be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, NY
10005, on which exchange the Common Stock is listed.

The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "1933 Act"), with respect to the shares of PRIDES offered hereby. This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. Reference is hereby made to the Registration Statement and to the
exhibits thereto for further information with respect to the Company and the
shares of PRIDES.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission in
accordance with the provisions of the 1934 Act are incorporated herein by
reference and made a part hereof: (i) Annual Report on Form 10-K for the year
ended December 31, 1992, as amended by Amendments Nos. 1 and 2 on Form 10-K/A;
(ii) definitive Proxy Statement dated March 1, 1993 in connection with the
Company's Annual Meeting of Stockholders held on April 21, 1993; (iii)
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1993, June 30,
1993, and September 30, 1993; (iv) Current Reports on Form 8-K dated January
18, 1993, April 1, 1993, May 21, 1993, June 10, 1993, July 14, 1993, August 26,
1993, November 23, 1993, December 10, 1993, and December 30, 1993; (v)
description of the Common Stock contained in Exhibit 28.1 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1992, as amended;
and (vi) description of the Preferred Stock Purchase Rights contained in the
Company's Registration Statement on Form 8-A dated November 23, 1987.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and before the
termination of the offering made by this Prospectus shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document all or a portion of which is incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any and all of the information which has been or may be incorporated
herein by reference, other than exhibits to such information unless such
exhibits are specifically incorporated by reference into such information.
Requests should be addressed to: Secretary, Reynolds Metals Company, 6601 West
Broad Street, Richmond, VA 23230 (telephone 804/281-2812).

_________________

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SHARES
OF PRIDES AND THE COMMON STOCK AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK
STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING,
IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

<PAGE>
PROSPECTUS SUMMARY

The following summary should be read in conjunction with, and is qualified
in its entirety by, the detailed information and financial statements
(including the notes thereto) incorporated by reference in this Prospectus.
Unless otherwise indicated, all information in this Prospectus assumes that the
Underwriters' over-allotment option will not be exercised.

The Company

The Company, together with its consolidated subsidiaries, is a producer of
metals and other materials through its worldwide operations. It serves global
markets as a supplier and recycler of aluminum and other products, with its
core business being as an integrated producer of a wide variety of value-added
aluminum products. The Company produces alumina, carbon products and primary
and reclaimed aluminum, principally to supply the needs of its fabricating
operations. These fabricating operations produce aluminum sheet, plate, can,
foil and extruded products (including heat exchanger tubing, drive shafts,
bumpers and windows), flexible packaging and wheels, among other items. The
Company also produces a broad range of plastic products, including film, bags,
containers and lids, for consumer products, foodservice and packaging uses.
The Company markets an extensive line of consumer products under the Reynolds
brand name, including the well-known Reynolds Wrap aluminum foil. The Company
is also a gold producer through operations in Western Australia.

The Company's strategy is to continue improving its competitive position
as an integrated producer of value-added aluminum products, with emphasis on
growth opportunities in its core downstream fabricating operations, and to
expand its packaging and consumer products business. The Company has
undertaken continuing intensive cost reduction and performance improvement
programs to improve its competitiveness that include work force reductions,
permanent closures of higher cost facilities, disposal of uneconomic and
non-core assets, and operational and organizational restructuring. To
strengthen its downstream fabricating operations, the Company, among other
things, has acquired Miller Brewing Company's aluminum can and end
manufacturing operations, increasing the Company's U.S. can-making capacity by
almost 50%; has announced plans to expand its can-making capacity in South
America by participating in the construction of two can plants in Brazil and
Chile; has completed an expansion of an aluminum wheel plant to serve the
automotive market; and is nearing start-up of a new fabricating plant in
Indiana that will produce aluminum automotive extruded components. The
Company's packaging and consumer products business has been enhanced by the
addition of new products, such as Reynolds Micro-Redi microwavable containers,
the reintroduction of its Reynolds Cut-Rite wax paper sandwich bags, and the
expansion of facilities such as its plastics plant in Grottoes, Virginia.

The Offering

Securities . . . . . . . . . The PRIDES are shares of convertible preferred
stock and rank prior to the Common Stock as to
payment of dividends and distribution of assets
upon liquidation. The PRIDES mandatorily
convert into shares of Common Stock on December
31, 1997 (the "Mandatory Conversion Date"), and
the Company has the option to redeem the shares
of PRIDES, in whole or in part, at any time and
from time to time on or after December 31, 1996
and prior to the Mandatory Conversion Date at
the Call Price (as defined herein), payable in
shares of Common Stock. In addition, the PRIDES
are convertible into shares of Common Stock at
the option of the holder at any time prior to
the Mandatory Conversion Date as set forth
below.

Dividends. . . . . . . . . . Holders of shares of PRIDES will be entitled to
receive annual cumulative dividends at a rate
per annum of __% of the stated value (equivalent
to a rate of $___ per annum for each share of
PRIDES), from the date of initial issuance,
payable quarterly in arrears on each April 1,
July 1, October 1 and December 31, or, if any
such date is not a business day, on the next
succeeding business day, commencing April 1,
1994. See "Description of PRIDES - Dividends".

Mandatory Conversion . . . . On the Mandatory Conversion Date, unless
previously redeemed or converted, each
outstanding share of PRIDES will mandatorily
convert into (i) one share of Common Stock,
subject to adjustment in certain events, and
(ii) the right to receive cash in an amount
equal to all accrued and unpaid dividends
thereon (other than previously declared
dividends payable to a holder of record on a
prior date). See "Description of PRIDES -
Mandatory Conversion of PRIDES". The value of
the Common Stock that may be received by holders
of PRIDES upon their mandatory conversion may be
more or less than the amount paid for the PRIDES
offered hereby due to market fluctuations in the
price of the Common Stock.

Optional Redemption. . . . . Shares of PRIDES are not redeemable prior to
December 31, 1996. At any time and from time to
time on or after December 31, 1996 until
immediately prior to the Mandatory Conversion
Date, the Company may redeem any or all of the
outstanding shares of PRIDES. Upon any such
redemption, each holder will receive, in
exchange for each share of PRIDES, the number of
shares of Common Stock equal to the sum of (i)
$_____, declining after December 31, 1996 as set
forth herein to $_____ until the Mandatory
Conversion Date, and (ii) all accrued and unpaid
dividends thereon (the "Call Price") divided by
the Current Market Price (as defined herein) on
the applicable date of determination, but in no
event less than ____ of a share of Common Stock.
See "Description of PRIDES - Optional
Redemption". The number of shares of Common
Stock to be delivered in payment of the
applicable Call Price will be determined on the
basis of the Current Market Price of the Common
Stock prior to the announcement of the
redemption, and the market price of the Common
Stock may vary between the date of such
determination and the subsequent delivery of
such shares.

Conversion at the
Option of the Holder . . . . At any time prior to the Mandatory Conversion
Date, unless previously redeemed, each share of
PRIDES is convertible at the option of the
holder thereof into _____ of a share of Common
Stock, equivalent to a conversion price of $____
per share of Common Stock (the "Conversion
Price"), subject to adjustment as described
herein. The number of shares of Common Stock a
holder will receive upon redemption, and the
value of the shares received upon conversion,
will vary depending on the market price of the
Common Stock from time to time, all as set forth
herein. The right of holders to convert shares
of PRIDES called for redemption will terminate
immediately prior to the close of business on
the redemption date. See "Description of PRIDES
- Conversion at the Option of the Holder".

Enhanced Dividend Yield;
Less Equity Appreciation
Than Common Stock. . . . . . Dividends will accrue on the PRIDES at a higher
rate than the rate at which dividends are
currently paid on the Common Stock. The
opportunity for equity appreciation afforded by
an investment in the PRIDES is less than that
afforded by an investment in the Common Stock
because the Conversion Price is higher than the
per share price to the public of the shares of
PRIDES and the Company may, at its option,
redeem the shares of PRIDES at any time on or
after December 31, 1996 and prior to the
Mandatory Conversion Date, and may be expected
to do so if, among other circumstances, the
Current Market Price of the Common Stock exceeds
the Call Price. In such event, a holder of a
share of PRIDES will receive less than one share
of Common Stock, but no less than ____ of a
share of Common Stock. A holder may also
surrender for conversion any PRIDES called for
redemption up to the close of business on the
redemption date, and a holder that so elects to
convert will receive ____ of a share of Common
Stock per share of PRIDES. The per share value
of Common Stock received by holders of PRIDES
may be more or less than the per share amount
paid for the PRIDES offered hereby, due to
market fluctuations in the price of Common
Stock. See "Description of PRIDES -Enhanced
Dividend Yield; Less Equity Appreciation than
Common Stock".

Voting Rights. . . . . . . . The holders of shares of PRIDES will have the
right with the holders of Common Stock to vote
in the election of Directors and upon each other
matter coming before any meeting of the holders
of Common Stock on the basis of 4/5 of a vote
for each share of PRIDES. On such matters, the
holders of shares of PRIDES and the holders of
Common Stock will vote together as one class
except as otherwise provided by law or the
Company's Restated Certificate of Incorporation.
In addition, (i) in the event that dividends on
the shares of PRIDES or any other series of
Preferred Stock (as defined herein) with like
voting rights are in arrears and unpaid for six
quarterly dividend periods, and in certain other
circumstances, the holders of shares of PRIDES
(voting separately as a class with holders of
all other series of outstanding Preferred Stock
upon which like voting rights have been
conferred and are exercisable) will be entitled
to vote, on the basis of one vote for each share
of PRIDES, for the election of two Directors of
the Company, such Directors to be in addition to
the number of Directors constituting the Board
of Directors immediately prior to the accrual of
such right, and (ii) the holders of the shares
of PRIDES will have voting rights with respect
to certain alterations of the Company's Restated
Certificate of Incorporation and certain other
matters, voting on the same basis or separately
as a series. See "Description of PRIDES -
Voting Rights" and "Description of Capital Stock
- Common Stock".

Liquidation Preference
and Ranking. . . . . . . . . The shares of PRIDES will rank prior to the
Common Stock as to payment of dividends and
distribution of assets upon liquidation. The
liquidation preference of each share of PRIDES
is an amount equal to the sum of (i) the per
share price to the public shown on the cover
page of this Prospectus and (ii) all accrued and
unpaid dividends thereon. See "Description of
PRIDES - Dividends" and "Liquidation Rights".

New York Stock Exchange
Symbol of Common Stock . . . RLM

Listing. . . . . . . . . . . Application has been made to list the PRIDES on
the New York Stock Exchange and the Chicago
Stock Exchange under the symbol "RLMPrD".

Use of Proceeds. . . . . . . The net proceeds to the Company from the sale of
the PRIDES offered hereby will be used, together
with internally generated funds, (i) to repay a
portion of the short-term indebtedness incurred
in connection with the acquisition of Miller
Brewing Company's aluminum beverage can and end
manufacturing operations and (ii) for general
corporate purposes, which may include funding a
portion of the Company's 1994 capital
expenditure program and supporting strategic
expansion of the Company's core businesses,
either by construction of new facilities or
acquisitions, with focus in the areas of cans,
packaging and wheels.

INVESTMENT CONSIDERATIONS

Recent Losses

The Company has reported net losses in recent periods and anticipates a
loss for 1993. For 1992, the Company reported a net loss of $748.8 million, or
$12.56 per share. Of that amount, $639.6 million represented the cumulative
effects of adopting Statement of Financial Accounting Standards No.
106-Employers' Accounting for Postretirement Benefits Other Than Pensions and
No. 109-Accounting for Income Taxes. See "Selected Financial Information -
Accounting Changes". For the first nine months of 1993, the Company reported a
net loss of $83.5 million, or $1.40 per share. Earnings were insufficient to
cover combined fixed charges and preferred stock dividends in 1992 and for the
first nine months of 1993. See "Selected Financial Information". No assurance
can be given that earnings will be adequate in future periods to cover such
amounts.

The Company expects to report an operating loss for the fourth quarter of
1993. In addition, the Company has decided to take restructuring actions that
will result in after-tax charges for 1993 of approximately $200 million to $225
million, or $3.35 to $3.75 per share. See "Recent Developments". Unless the
aluminum pricing conditions discussed below improve, it will be difficult for
the Company to return to profitability in 1994.

In the second quarter of 1993, the Board of Directors of the Company
reduced the quarterly dividend on the Common Stock from $0.45 to $0.25 per
share, citing current and expected business conditions over the next twelve to
eighteen months. The dividend reduction will reduce the Company's cash outlays
by approximately $48 million per year. See "Common Stock Prices and
Dividends".

The Company has undertaken intensive cost reduction and performance
improvement programs and remains optimistic about the long-term prospects for
aluminum, particularly in view of strong growth opportunities in the Company's
major markets, such as automotive and packaging. However, the Company's
operating results continue to be adversely affected by historically low
aluminum prices and continuing recessions abroad, particularly in Europe and
Japan. No prediction can be made with certainty as to the timing or magnitude
of any improvement in the Company's future operating results.

Industry Conditions

A worldwide oversupply of aluminum, caused by high exports from the
Commonwealth of Independent States ("CIS"), start-up of substantial new
capacity in the industry and economic weakness, has severely depressed the
price of aluminum on world commodity markets. This supply-demand imbalance,
with its resultant effect on prices, has dramatically affected the aluminum
industry and the Company. The timing and magnitude of any improvements in
these conditions cannot be predicted with certainty.

Multilateral government negotiations are underway seeking to develop
strategies to integrate the CIS aluminum industries into the world market.
Whether such negotiations will be successful, and their ultimate effect on the
supply-demand imbalance if successful, cannot be predicted with certainty. If
multilateral negotiations are unsuccessful, unilateral trade sanctions
(including, for example, import quotas or anti-dumping actions) may be pursued
by governments or private parties. Such sanctions, if implemented, could
result in improved prices in certain countries or regions but could also
negatively impact the Company's globally integrated operations. The overall
impact such sanctions might have on the Company's results of operations or
competitive position therefore cannot be predicted with certainty.

Competition

The markets for most aluminum products are highly competitive. The
Company's principal competitors in the sale in North America of products
derived from primary aluminum are ten other domestic companies, a Canadian
company and other foreign companies. The Company also faces competition from
producers of reclaimed aluminum and plastic products and fabricators of
aluminum, among others. The Company's principal competitors in Europe are
seven major multinational producers and a number of smaller European producers
of aluminum semifabricated products. Certain of these competitors are larger
than the Company in terms of total assets and operations and have greater
financial resources. In addition, aluminum competes with other materials for
various applications, such as steel, plastics and glass, among others.

Environmental Regulation

The Company has spent and will spend substantial capital and operating
amounts relating to ongoing compliance with environmental laws, including
regulations to be implemented under the Clean Air Act Amendments of 1990 (the
"Act"). For example, based on information currently available, the Company
estimates that compliance with the Act's hazardous air pollutant standards
would require in excess of $200 million of capital expenditures beginning in
the latter half of this decade at the Company's U.S. primary aluminum
production plants. The ultimate effect of the Act on such plants and the
Company's other operations (and the actual amount of any such capital
expenditures) will depend on how the Act is interpreted and implemented
pursuant to regulations that are currently being developed and on such
additional factors as the evolution of environmental control technologies and
the economic viability of such operations at the time. As a result of
threatened legal proceedings relating to the Company's Massena, New York
primary aluminum production plant, significant portions of these capital
expenditures might have to be accelerated. If this occurs, the Company would
have to consider whether such expenditures would be prudent under prevailing
economic conditions and in light of the uncertainty as to standards ultimately
to be imposed by the Act. If the Company determined such expenditures were not
prudent, its alternatives would include curtailment of operations at the
Massena plant. Any such curtailment would not be expected to have a material
adverse effect on the Company's financial position or its ongoing results of
operations.

In addition, the Company has been identified as a potentially responsible
party ("PRP") and is involved in remedial investigations and remedial actions
under the Comprehensive Environmental Response, Compensation and Liability Act
and similar state laws regarding the past disposal of wastes at approximately
42 sites in the United States. Such statutes may impose joint and several
liability for the costs of such remedial investigations and actions on the
entities that arranged for disposal of the wastes, the waste transporters that
selected the disposal sites and the owners and operators of such sites;
responsible parties (or any one of them, including the Company) may be required
to bear all of such costs regardless of fault, legality of the original
disposal or ownership of the disposal site. The Company has also been notified
that it may be a PRP at certain additional sites. In addition, the Company is
investigating possible environmental contamination, which may also require
remedial action, at certain of its present and former United States
manufacturing facilities, including contamination by polychlorinated biphenyls
at its Massena, New York primary aluminum production plant which will require
remediation.

The Company's policy is to accrue remediation costs when it is probable
that such efforts will be required and the related costs can be reasonably
estimated. Estimated costs for future environmental compliance and remediation
are necessarily imprecise due to such factors as the continuing evolution of
environmental laws and regulatory requirements, the availability and
application of technology, the identification of presently unknown remediation
sites and the allocation of costs among PRP's. On a quarterly basis, the
Company evaluates the status of all significant existing or potential
environmental issues, develops or revises estimates of costs to satisfy known
remediation requirements and adjusts its accruals accordingly; at September 30,
1993, the accrual was $303.0 million. Based upon information presently
available, the Company does not expect that such future costs will have a
material adverse effect on its competitive or financial position or its ongoing
results of operations. However, it is not possible to predict the amount or
timing of future costs of environmental remediation requirements which may
subsequently be determined. Such costs could be material to future quarterly
or annual results of operations.

THE COMPANY

The Company, together with its consolidated subsidiaries, is a producer of
metals and other materials through its worldwide operations. It serves global
markets as a supplier and recycler of aluminum and other products, with its
core business being as an integrated producer of a wide variety of value-added
aluminum products. The Company produces alumina, carbon products and primary
and reclaimed aluminum, principally to supply the needs of its fabricating
operations. These fabricating operations produce aluminum sheet, plate, can,
foil and extruded products (including heat exchanger tubing, drive shafts,
bumpers and windows), flexible packaging and wheels, among other items. The
Company also produces a broad range of plastic products, including film, bags,
containers and lids, for consumer products, foodservice and packaging uses.
The Company markets an extensive line of consumer products under the Reynolds
brand name, including the well-known Reynolds Wrap aluminum foil. The
Company's largest market is packaging and containers, which includes consumer
products. The Company is also a gold producer through operations in Western
Australia.

To describe more fully the nature of its operations, the Company has
separated its vertically integrated operations into two areas: (1) Production
and Processing and (2) Finished Products and Other Sales.

Production and Processing includes the refining of bauxite into alumina,
calcination of petroleum coke and production of prebaked carbon anodes, all of
which are vertically integrated with aluminum production and processing plants.
These plants produce and sell primary and reclaimed aluminum and a wide range
of semifinished aluminum mill products, including flat rolled products,
extruded and drawn products and other aluminum products. Examples of flat
rolled products include aluminum can stock and machined plate. Examples of
extruded and drawn products include heat exchanger tubing, drive shafts and
bumpers. Production and Processing also includes the sale of gold and other
nonaluminum products, technology, and various licensing, engineering and other
services related to the production and processing of aluminum.

Finished Products and Other Sales includes the manufacture and
distribution of various finished aluminum products, such as cans, containers,
flexible packaging products, foodservice and household foils, laminated and
printed foil and aluminum building products. Finished Products and Other Sales
also includes the sale of plastic bags and food wraps, plastic lidding and
container products, plastic film packaging, composite and nonaluminum building
products, and printing cylinders and machinery.

The Company's branded consumer products include recognized names such as:
Reynolds Wrap aluminum foil, Reynolds Plastic Wrap, Reynolds Crystal Color
Plastic Wrap, Reynolds Cut-Rite wax paper, Reynolds Freezer Paper and Reynolds
Baker's Choice baking cups.

Raw Materials and Aluminum Production

The Company has long-term arrangements to obtain bauxite and also obtains
bauxite in the open market. The Company refines bauxite into alumina at its
plant in Texas and also acquires alumina from two joint ventures in which it
has interests, one located in Western Australia and one in Germany. See the
next paragraph regarding recent reductions in alumina production at the Texas
alumina plant.

The Company owns and operates three primary aluminum production plants in
the United States and one in Canada. The Company is also entitled to a share
of the primary aluminum produced at three joint ventures in which it
participates, located in Canada, Germany, and Ghana. In addition, the Company
buys primary aluminum on the open market. Due to the continuing worldwide
aluminum supply-demand imbalance, the Company has temporarily shut down 88,000
metric tons of primary aluminum production capacity at two U.S. plants
(Massena, New York and Longview, Washington), effective in the fourth quarter
of 1993. Taking into account this latest curtailment, the Company has idled a
total of 209,000 metric tons, or 21% of its 991,000 metric tons of primary
aluminum capacity. The Company's Troutdale, Oregon plant, with a capacity of
121,000 metric tons, has been idle for over two years. In order to balance its
alumina supply system, the Company has temporarily reduced production by 20% at
its alumina plant in Texas in connection with the latest curtailment.
Production at the Texas alumina plant was previously reduced in connection with
the Troutdale curtailment; at December 1, 1993, the plant was operating at 64%
of capacity.

The Company produces reclaimed aluminum from aluminum scrap at facilities
located in Virginia and Alabama. See "Recent Developments".

Fabricating Operations

The Company's semifinished and finished aluminum products and nonaluminum
products are produced at numerous domestic and foreign plants wholly or partly
owned by the Company. The Company's products are generally sold to producers
and distributors of industrial and consumer products in various geographic
markets including the United States, Canada and Europe, among others. For
additional information, see "Recent Developments".

Precious Metals

The Company owns the Mt. Gibson and Marvel Loch gold projects and is a 40%
participant in the Boddington gold project, all located in Western Australia.
In 1992, Mt. Gibson produced for the Company's account 31,900 ounces of gold,
Boddington produced for the Company's account 138,300 ounces of gold and the
Marvel Loch gold project produced 101,200 ounces. For additional information,
see "Recent Developments".

General Information

The Company is a Delaware corporation with its principal executive offices
located at 6601 West Broad Street, Richmond, VA 23230 (telephone 804/281-2000).

RECENT DEVELOPMENTS

In the second quarter of 1993, the Company completed the sale of its
Michigan aluminum reclamation plant to ALRECO Acquisition Corp., a subsidiary
of FFS Inc.

In the second quarter of 1993, the Company acquired the remaining 50%
interest in the Mt. Gibson gold project that it did not own. In September
1993, the Company announced that it had retained Chemical Bank to assist it
with the possible sale of its 40% interest in the Boddington gold project.

On November 1, 1993, the Company acquired the aluminum beverage can and
end manufacturing operations of Miller Brewing Company ("Miller"), increasing
the Company's U.S. aluminum can capacity by almost 50 percent to 16 billion
cans per year. Included in the purchase were five plants located in Wisconsin,
New York, Texas, North Carolina and Georgia, having a combined annual capacity
of 5 billion aluminum beverage cans and ends. The Company also entered into a
long-term supply agreement with Miller to supply substantially all of Miller's
aluminum beverage can requirements.

The Company has decided to take actions to restructure certain of its
operations, principally in the fabricating area, to improve worldwide
performance at a time of extremely difficult market conditions in the aluminum
industry. The restructuring actions are in line with the Company's strategy of
redirecting resources to those areas that meet its goal of profitable growth
within the Company's core businesses. The Company currently estimates that the
restructuring actions will result in aggregate charges for 1993 ranging from
approximately $200 million to approximately $225 million, after tax, or $3.35
to $3.75 per share. The Company expects to announce the amount of the charge
with fourth quarter 1993 results by the end of January 1994. The most
significant operations affected will be portions of the Company's business
conducted at its McCook, Illinois sheet and plate plant.

As a result of its ongoing review of the economic viability of certain of
its operations, the Company decided in mid-November 1993 to discontinue
production of extruded irrigation tubing at its Torrance, California facility,
idling the extrusion press at such facility effective December 31, 1993, and to
eliminate extruded shapes operations at its Louisville, Kentucky extrusion
plant, focusing instead on production of heat exchanger tubing products. The
effects of these restructuring actions are included in the estimated charges
discussed above.

USE OF PROCEEDS

The net proceeds to the Company from the sale of the shares of PRIDES
offered hereby will be approximately $_________ million ($_____________ million
if the Underwriters' over-allotment option is exercised in full). The proceeds
will be used, together with internally generated funds, (i) to repay a portion
of the short-term indebtedness (currently bearing interest at an average annual
rate of approximately 3.25%) incurred in connection with the acquisition of
Miller's aluminum beverage can and end manufacturing operations and (ii) for
general corporate purposes, which may include funding a portion of the
Company's 1994 capital expenditure program and supporting strategic expansion
of the Company's core businesses, either by construction of new facilities or
acquisitions, with focus in the areas of cans, packaging and wheels.

To the extent the proceeds are not immediately applied for such purposes,
they will initially be invested in short-term marketable securities.

CAPITALIZATION

The following table sets forth the unaudited consolidated capitalization
of the Company at September 30, 1993, and as adjusted to reflect the issuance
and sale of the shares of PRIDES offered hereby (after deduction of the
underwriting discount and estimated expenses):

As of September 30, 1993
(Unaudited)
______________________________________

Actual As Adjusted
______ ___________

(In millions)

Long-term debt, less current
portion of $61.6 million . . . . . $1,980.2 $1,980.2

Stockholders' Equity:
PRIDES offered hereby . . . . . . -
Common stock. . . . . . . . . . . 754.5 754.5
Retained earnings . . . . . . . . 1,207.4 1,207.4
Cumulative currency
translation adjustments . . . . (48.0) (48.0)
Pension liability adjustment. . . (36.3) (36.3)
________ ________

Total Stockholders' Equity. . . . 1,877.6
________ ________

Total Capitalization. . . . . . . $3,857.8 $
======== ========

The Company has decided to take actions to restructure certain of its
operations which will result in charges for 1993. See "Recent Developments".

<PAGE>
COMMON STOCK PRICES AND DIVIDENDS

The high and low sales prices for the Common Stock as reported on the NYSE
Composite Tape and the dividends declared per share during the periods
indicated are set forth below:

High Low Dividends
____ ___ _________

1991
First Quarter . . . . . . . . . $65-3/8 $52 $.45
Second Quarter. . . . . . . . . 64-7/8 55 .45
Third Quarter . . . . . . . . . 63-3/4 56-1/8 .45
Fourth Quarter. . . . . . . . . 57-7/8 46 .45

1992
First Quarter . . . . . . . . . $59-3/8 $48-7/8 $.45
Second Quarter. . . . . . . . . 64-3/8 54 .45
Third Quarter . . . . . . . . . 60-1/2 48-5/8 .45
Fourth Quarter. . . . . . . . . 56-5/8 47 .45
1993
First Quarter . . . . . . . . . $58-7/8 $48-5/8 $.45
Second Quarter. . . . . . . . . 49 42 .25
Third Quarter . . . . . . . . . 52-3/4 41-5/8 .25
Fourth Quarter
(through December 28, 1993) . 48-7/8 41-1/8 .25

See the cover page of this Prospectus for a recent price of the Common
Stock.

Certain credit agreements of the Company impose restrictions on the
declaration or payment of dividends on shares of capital stock of the Company
if specified events of default have occurred and are continuing. See
"Description of Capital Stock - Common Stock - Dividend Rights and Restrictions
on Payment of Dividends". In addition, dividends on the Common Stock may not
be paid if there are any unpaid accrued dividends on the Company's outstanding
Preferred Stock, which will consist of the shares of PRIDES which are being
offered hereby, and may include, upon the occurrence of certain events
described in "Description of Capital Stock - Common Stock - Preferred Stock
Purchase Rights", the Company's Series A Junior Participating Preferred Stock.

SELECTED FINANCIAL INFORMATION

The following table sets forth selected financial information relating to
the Company and its consolidated subsidiaries for the five years ended December
31, 1992 and for the nine months ended September 30, 1992 and 1993. The annual
amounts (except for the ratio of earnings to combined fixed charges and
preferred stock dividends) were derived from the consolidated financial
statements and exhibits of the Company and its consolidated subsidiaries
contained in the Company's Annual Reports on Form 10-K for the years ended
December 31, 1992, as amended, and 1990. The amounts for the nine-month
periods (except for the ratio of earnings to combined fixed charges and
preferred stock dividends and the balance sheet data for the 1992 nine-month
period) were derived from the unaudited consolidated financial statements of
the Company and its consolidated subsidiaries contained in the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1993. The
amounts for the nine-month periods are unaudited; however, in the opinion of
the Company, all adjustments (consisting only of normal recurring accruals)
necessary for a fair statement of the results of operations for such periods
have been made. Results for interim periods are not necessarily indicative of
results for a full year. This information should be read in conjunction with
the consolidated financial statements and notes thereto incorporated by
reference herein. See "Incorporation of Certain Documents by Reference".

<TABLE>
<CAPTION>
Nine Months Ended
Years Ended December 31, September 30,
_______________________________________________________________________________________________________
1988 1989 1990 1991 1992 1992 1993
_______ ________ ________ ________ ________ ________ ________

(In millions, except per share and ratio amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:

Net sales . . . . . . . . . . . $5,567.1 $6,143.1 $6,022.4 $5,730.1 $5,592.6 $4,246.9 $3,922.9
Equity, interest and other
income . . . . . . . . . . . 51.5 68.0 53.3 54.4 27.7 20.1 18.1
Gain on sale of investment. . . - - - - 36.1 36.1 -
5,618.6 6,211.1 6,075.7 5,784.5 5,656.4 4,303.1 3,941.0
_______ _______ _______ _______ _______ _______ _______

Cost of products sold . . . . . 4,292.0 4,775.9 4,823.4 4,760.2 4,761.9 3,604.6 3,472.7
Selling, administrative and
general expenses . . . . . . 339.0 364.1 370.1 378.0 368.7 274.4 265.6
Depreciation and amortization . 183.6 199.8 214.2 265.1 284.0 213.0 213.8
Interest expense. . . . . . . . 145.3 113.0 96.1 160.9 166.8 126.0 120.6
Provision for estimated
environmental costs. . . . . - - 150.0 - 164.0 10.0 -
Operational restructuring
and asset revaluation
costs. . . . . . . . . . . . - - - - 106.4 21.0 -
_______ _______ _______ _______ _______ _______ _______
4,959.9 5,452.8 5,653.8 5,564.2 5,851.8 4,249.0 4,072.7
_______ _______ _______ _______ _______ _______ _______

Income (loss) before income
taxes and cumulative effects
of accounting changes. . . . 658.7 758.3 421.9 220.3 (195.4) 54.1 (131.7)
Taxes on income (credit). . . . 176.7 225.6 125.3 66.2 (86.2) 11.2 (48.2)
_______ _______ _______ _______ _______ _______ _______

Income (loss) before cumulative
effects of accounting
changes . . . . . . . . . . 482.0 532.7 296.6 154.1 (109.2) 42.9 (83.5)
Cumulative effects of accounting
changes . . . . . . . . . . - - - - (639.6) (639.6) -
_______ _______ _______ _______ _______ _______ _______

Net income (loss)(a). . . . . . $ 482.0 $ 532.7 $ 296.6 $ 154.1 $ (748.8) $ (596.7) $ (83.5)
======= ======= ======= ======= ========= ========= ========

Amounts per common share
Primary earnings (losses). . $ 9.01 $ 9.20 $ 5.01 $ 2.60 $ (12.56) $ (10.01) $ (1.40)
======= ======= ======= ======= ========= ========= ========

Cash dividends declared. . . $ .90 $ 1.70 $ 1.80 $ 1.80 $ 1.80 $ 1.35 $ .95
======= ======= ======= ======= ======== ======== =======

Ratio of earnings to combined
fixed charges and preferred
stock dividends(b) . . . . . 4.5 5.6 3.1 1.9 - 1.3 -

Balance Sheet Data:

Total assets . . . . . . . . . $5,031.7 $5,555.6 $6,527.1 $6,685.3 $6,897.0 $6,972.8 $6,832.3
======== ======== ======== ======== ======== ======== ========

Long-term debt, excluding
convertible subordinated
debentures (c). . . . . . . $1,080.1 $1,115.2 $1,741.5 $1,854.3 $1,797.7 $1,778.9 $1,980.2
======== ======== ======== ======== ======== ======== ========

Total stockholders' equity . . $2,040.1 $2,684.1 $2,928.4 $2,960.1 $2,060.0 $2,327.3 $1,877.6
======== ======== ======== ======== ======== ======== ========

_____________
<FN>
(a) Third quarter 1993 results included an after-tax charge of $8.0 million ($0.13 per share) to cover
the costs of the temporary curtailment of 88,000 metric tons of primary aluminum production capacity.
See "The Company--Raw Materials and Aluminum Production".
(b) The ratios of earnings to combined fixed charges and preferred stock dividends are not presented
for 1992 or for the nine months ended September 30, 1993 because earnings were inadequate to cover
combined fixed charges and preferred stock dividends by approximately $209 million and $144 million,
respectively. During the periods presented through the date hereof, no preferred stock was outstanding.
(c) In the first quarter of 1989, the Company called for redemption its 6% convertible subordinated
debentures due 2012, which were convertible into Common Stock of the Company. The Company issued
approximately 5.2 million shares of Common Stock upon conversion of substantially all of the $199.9
million of such debentures.

</TABLE>

<PAGE>

Accounting Changes

In the fourth quarter of 1992, the Company elected early adoption of
Statement of Financial Accounting Standards (FAS) No. 106-Employers' Accounting
for Postretirement Benefits Other Than Pensions and No. 109-Accounting for
Income Taxes. The cumulative effects, as of January 1, 1992, of adopting FAS
106 and FAS 109 were charges of $610.0 million (net of taxes of $365.0 million)
and $29.6 million, respectively. The adoption of FAS 106 resulted in a
decrease in income before the cumulative effects of accounting changes for 1992
of $32.5 million ($52.0 million before tax) or $0.54 per share, while the
effect of adoption of FAS 109 on income before the cumulative effects of
accounting changes for the year was not significant.

DESCRIPTION OF CAPITAL STOCK

The Company is authorized by its Restated Certificate of Incorporation to
issue a total of 221,000,000 shares of capital stock, consisting of (i)
200,000,000 shares of common stock, without par value (the "Common Stock"),
(ii) 20,000,000 shares of preferred stock, without par value (the "Preferred
Stock"), and (iii) 1,000,000 shares of second preferred stock, $100 par value
(the "Second Preferred Stock"). Shares of Preferred Stock and Second Preferred
Stock are issuable in one or more series, each with such designations,
preferences, rights, qualifications, limitations and restrictions as the Board
of Directors of the Company may determine in resolutions providing for their
issuance.

As of December 21, 1993, there were issued, outstanding and entitled to
vote 60,308,362 shares of Common Stock. No shares of Preferred Stock or Second
Preferred Stock are currently outstanding, although the Board of Directors has
adopted resolutions authorizing the issuance of up to 2,000,000 shares of a
Series A Junior Participating Preferred Stock, without par value, issuable upon
the occurrence of certain events as described below in the section entitled
"Common Stock - Preferred Stock Purchase Rights". See also "Description of
PRIDES".

Common Stock

Dividend Rights and Restrictions on Payment of Dividends. Holders of
Common Stock are entitled to receive dividends, when and as declared by the
Board of Directors, subject to restrictions which may be imposed by (i)
resolutions providing for the issuance of series of Preferred Stock (including
the PRIDES) or Second Preferred Stock; and (ii) certain credit agreements of
the Company, as described below. Dividends on Preferred Stock and Second
Preferred Stock may be cumulative, and no payments or distributions (except in
Common Stock or other junior stock) may be made on Common Stock, nor may any
Common Stock be acquired by the Company, unless all past and current dividends
on Preferred Stock and Second Preferred Stock have been paid or provided for.
Under certain of the Company's credit agreements, the Company may not declare
or pay dividends on, make any payment on account of, or set apart assets for a
sinking or other analogous fund for the purchase, redemption, defeasance,
retirement or other acquisition of, any shares of capital stock of the Company,
nor may the Company make any other distribution in respect thereof, if
specified events of default (including payment defaults and events relating to
bankruptcy, insolvency or reorganization) have occurred and are continuing. No
such events of default have occurred.

Voting Rights. Holders of Common Stock are entitled to one vote for each
share held of record and are not entitled to cumulate votes for the election of
directors. As a consequence, holders of more than 50% of the shares of Common
Stock voting for the election of directors can elect all of the directors if
they so choose; in such event, the holders of the remaining shares of Common
Stock would not be able to elect any directors. Holders of Common Stock have
voting powers on all matters requiring approval of stockholders, other than
certain matters subject to the voting rights of holders of the Company's
Preferred Stock and Second Preferred Stock to the extent provided in the
applicable resolutions authorizing their issuance or otherwise under Delaware
law.

Liquidation Rights. In the event of liquidation, dissolution or winding up
of the Company, holders of Common Stock are entitled to share ratably in the
assets of the Company remaining after payment or provision for payment of all
the Company's debts and other liabilities and after the holders of any
outstanding series of Preferred Stock and Second Preferred Stock have been paid
the full preferential amounts due them. Any preferential rights to be accorded
holders of Preferred Stock and Second Preferred Stock will be set forth in
resolutions of the Board of Directors authorizing issuance of any series.

Preemptive Rights; Assessability. Holders of Common Stock have no
preemptive or conversion rights and there are no redemption or sinking fund
provisions applicable thereto. The outstanding shares of Common Stock are
fully paid and non-assessable.

Transfer Agent and Registrar. The transfer agent and registrar for the
Common Stock is Mellon Securities Trust Company, 85 Challenger Road, Overpeck
Centre, Ridgefield Park, New Jersey 07660.

Preferred Stock Purchase Rights. On November 20, 1987, the Board of
Directors of the Company declared a dividend distribution of one Preferred
Stock Purchase Right (a "Right") for each outstanding share of Common Stock to
stockholders of record at the close of business on December 1, 1987. Each
Right entitles the record holder to purchase from the Company, from and after
the Distribution Date (as defined below), one one-hundredth of a share of the
Company's Series A Junior Participating Preferred Stock, without par value (the
"Series A Preferred Stock"), at a price of $125 (the "Purchase Price"), subject
to adjustment in certain circumstances. The description and terms of the
Rights are set forth in a Rights Agreement, dated as of November 23, 1987 (the
"Rights Agreement"), between the Company and The Chase Manhattan Bank, N.A.
("Chase"), as amended. Mellon Securities Trust Company succeeded Chase as
Rights Agent under the Rights Agreement effective January 1, 1992.

The Distribution Date will occur upon the earlier of (i) 15 days following
a public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding shares of Common Stock
(the "Stock Acquisition Date"), or (ii) 10 business days following the
commencement of a tender offer or exchange offer if, upon consummation thereof,
the person or group making such offer would be the beneficial owner of 30% or
more of the outstanding shares of Common Stock. Until the Distribution Date,
(i) the Rights will be evidenced by Common Stock certificates and will be
transferred only with such Common Stock certificates, (ii) new Common Stock
certificates issued after December 1, 1987 will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any Common Stock certificate will also constitute the transfer of
the Rights associated with the Common Stock represented by such certificate.

The Rights are not exercisable until the Distribution Date and will expire
at the close of business on December 1, 1997, unless earlier exercised or
redeemed.

If, at any time following the Distribution Date, (i) the Company is the
surviving corporation in a merger with an Acquiring Person and the Common Stock
is not changed or exchanged, (ii) an Acquiring Person becomes the beneficial
owner of 30% or more of the outstanding shares of Common Stock (other than by
an offer for all outstanding shares of Common Stock at a price and on terms
which the majority of the independent directors of the Company determine to be
fair to, and otherwise in the best interests of, stockholders), or (iii) an
Acquiring Person receives equity securities (other than by a pro rata
distribution) from the Company, acquires from or transfers to the Company
assets with a fair market value exceeding $10,000,000 or engages in certain
other "self-dealing" transactions specified in the Rights Agreement, each
holder of a Right will have the right to receive, upon the exercise thereof,
Common Stock (or, in certain circumstances, cash, property or other securities
of the Company) having a value equal to two times the exercise price of the
Right. However, Rights are not so exercisable following the occurrence of such
events until they are no longer redeemable. In any such event, any Rights that
are, or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by an Acquiring Person will be null and void.

At any time following the Stock Acquisition Date, if (i) the Company
engages in a merger or consolidation in which it is not the surviving
corporation or in which it is the surviving corporation, but all or part of the
Common Stock is changed or exchanged, or (ii) 50% or more of the Company's
assets or earning power is transferred, each holder of a Right will have the
right to receive, upon the exercise thereof, common stock of the acquiring
company having a value equal to two times the exercise price of the Right. The
Rights may not be so exercised in the case of a merger or consolidation
(a) which follows an offer described in clause (ii) of the preceding paragraph
and (b) in which the form of consideration is the same as was paid in such
offer.

At any time until fifteen days following the Stock Acquisition Date, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.05 per Right, payable in cash or securities or both.
Thereafter, this right of redemption may be reinstated if an Acquiring Person
reduces his beneficial ownership to 10% or less of the outstanding shares of
Common Stock in a transaction or series of transactions not involving the
Company and there are no other Acquiring Persons.

Until a Right is exercised, the holder thereof will have no rights as a
stockholder of the Company, including, without limitation, the right to vote or
to receive dividends.

Shares of Series A Preferred Stock purchasable upon exercise of the Rights
will not be redeemable. Each one one-hundredth of a share of Series A
Preferred Stock will be entitled to (i) an aggregate quarterly dividend equal
to the greater of (a) the quarterly dividend declared per share of Common Stock
or (b) $.10, (ii) upon liquidation, a minimum preferential liquidation payment
of $1.00 and an aggregate liquidation payment equal to the liquidation payment
made per share of Common Stock, (iii) one vote, voting together with the shares
of Common Stock and (iv) in the event of any merger, consolidation or other
transaction in which shares of Common Stock are exchanged, the same amount
received per share of Common Stock. These rights are protected by customary
anti-dilution provisions. Because of the nature of the Series A Preferred
Stock's dividend, liquidation and voting rights, the value of each one
one-hundredth of a share of Series A Preferred Stock purchasable upon exercise
of a Right should approximate the value of one share of Common Stock.

Delaware General Corporation Law Section 203

The Company is subject to the provisions of Section 203 of the General
Corporation Law of the State of Delaware ("DGCL Section 203"), the "business
combination" statute. In general, the statute prohibits a public Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless (i) prior to such
date, the board of directors of the corporation approved either the business
combination or the transaction that resulted in the stockholder becoming an
interested stockholder, (ii) upon consummation of the transaction that resulted
in the stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding certain shares
described in DGCL Section 203), or (iii) on or after such date, the business
combination is approved by the board of directors of the corporation and
authorized at an annual or special meeting of stockholders and by the
affirmative vote of at least two-thirds of the outstanding voting stock that is
not owned by the "interested stockholder". "Business combination" is defined
to include mergers, asset sales and certain other transactions resulting in a
financial benefit to a stockholder. An "interested stockholder" is defined
generally as a person who, together with affiliates and associates, owns (or,
within the prior three years, did own) 15% or more of a corporation's voting
stock. The Company's Restated Certificate of Incorporation does not exclude
the Company from the restrictions imposed under DGCL Section 203. Thus, such
statute could prohibit or delay the accomplishment of mergers or other takeover
or change in control attempts with respect to the Company and, accordingly, may
discourage attempts to acquire the Company.

Advance Notice Requirements

The Company's By-Laws require advance written notice of any business to be
conducted at an annual or special meeting of the stockholders (other than
business included in the proxy materials or brought before the meeting by or at
the direction of the Board of Directors or of the officer presiding over the
meeting). For such business to be properly before the meeting, the notice must
contain certain information concerning the item of business and the proposing
stockholder. The notice must be received by the Secretary of the Company (i)
in the case of a special meeting, not more than 10 days after the date of the
Company's written notice of the meeting and (ii) in the case of an annual
meeting, not less than 30 days before the anniversary date of the Company's
written notice of the previous year's annual meeting. These requirements could
have the effect of preventing a stockholder who had not furnished the necessary
notice from attempting to nominate directors or conduct business from the floor
during the course of the meeting and could therefore impair such stockholder's
ability to use such methods in connection with a proposed takeover of the
Company.

DESCRIPTION OF PRIDES

The summary contained herein of the terms of shares of PRIDES does not
purport to be complete and is subject to and qualified in its entirety by
reference to all of the provisions of the Company's Restated Certificate of
Incorporation and form of Certificate of Designations relating to the shares of
PRIDES (the "Certificate of Designations"), a copy of which has been filed as
an exhibit to the Registration Statement of which this Prospectus is a part.

The Company's Board of Directors has adopted resolutions authorizing the
issuance of up to 11,500,000 shares of __% PRIDES, Convertible Preferred Stock,
stated value $__ per share.

Dividends

Holders of shares of PRIDES will be entitled to receive, when and as
declared by the Board of Directors out of funds legally available therefor,
cash dividends from the date of initial issuance of the shares of PRIDES at the
rate per annum of _____ percent of the stated value per share (equivalent to
$___ per annum or $____ per quarter for each share of PRIDES), payable
quarterly in arrears on each April 1, July 1, October 1 and December 31, or, if
any such date is not a business day, on the next succeeding business day;
provided, however, that with respect to any dividend period during which a
redemption occurs, the Company may, at its option, declare accrued dividends
to, and pay such dividends on, the date fixed for redemption, in which case
such dividends would be payable in cash to the holders of shares of PRIDES as
of the record date for such dividend payment and would not be included in the
calculation of the related PRIDES Call Price as set forth below. The first
dividend period will be from the date of initial issuance of the shares of
PRIDES to but excluding April 1, 1994, and the first dividend will be payable
on April 1, 1994. Dividends will cease to accrue in respect of the shares of
PRIDES on the Mandatory Conversion Date or on the date of their earlier
conversion or redemption.

Dividends will be payable to holders of record as they appear on the stock
register of the Company on such record dates, not less than 15 nor more than 60
days preceding the payment date thereof, as shall be fixed by the Board of
Directors. Dividends payable on shares of PRIDES for any period less than a
full quarterly dividend period will be computed on the basis of a 360-day year
of twelve 30-day months and the actual number of days elapsed in any period
less than one month.

Dividends on shares of PRIDES will accrue whether or not there are funds
legally available for the payment of such dividends and whether or not such
dividends are declared. Accrued but unpaid dividends on shares of PRIDES will
cumulate as of the dividend payment date on which they first become payable,
but no interest will accrue on accumulated but unpaid dividends on shares of
PRIDES.

The shares of PRIDES will rank on a parity, both as to payment of dividends
and distribution of assets upon liquidation, with any future preferred stock
issued by the Company that by its terms ranks pari passu with the shares of
PRIDES.

As long as any shares of PRIDES are outstanding, no dividends (other than
dividends payable in shares of, or warrants, rights or options exercisable for
or convertible into shares of, Common Stock, Second Preferred Stock or any
other capital stock of the Company ranking junior to the PRIDES as to the
payment of dividends or the distribution of assets upon liquidation ("Junior
Stock") and cash in lieu of fractional shares in connection with any such
dividend) will be paid or declared in cash or otherwise, nor will any other
distribution be made (other than a distribution payable in Junior Stock and
cash in lieu of fractional shares in connection with any such distribution), on
any Junior Stock unless (i) full dividends on Preferred Stock (including the
shares of PRIDES) that does not constitute Junior Stock ("Parity Preferred
Stock") have been paid, or declared and set aside for payment, for all dividend
periods terminating at or before the date of such Junior Stock dividend or
distribution payment to the extent such dividends are cumulative; (ii)
dividends in full for the current quarterly dividend period have been paid, or
declared and set aside for payment, on all Parity Preferred Stock to the extent
such dividends are cumulative; (iii) the Company has paid or set aside all
amounts, if any, then or theretofore required to be paid or set aside for all
purchase, retirement, and sinking funds, if any, for any Parity Preferred
Stock; and (iv) the Company is not in default on any of its obligations to
redeem any Parity Preferred Stock.

In addition, as long as any shares of PRIDES are outstanding, no shares of
any Junior Stock may be purchased, redeemed, or otherwise acquired by the
Company or any of its subsidiaries (except in connection with a
reclassification or exchange of any Junior Stock through the issuance of other
Junior Stock (and cash in lieu of fractional shares in connection therewith) or
the purchase, redemption or other acquisition of any Junior Stock with any
Junior Stock (and cash in lieu of fractional shares in connection therewith)),
nor may any funds be set aside or made available for any sinking fund for the
purchase or redemption of any Junior Stock unless: (i) full dividends on
Parity Preferred Stock have been paid, or declared and set aside for payment,
for all dividend periods terminating at or before the date of such purchase or
redemption to the extent such dividends are cumulative; (ii) dividends in full
for the current quarterly dividend period have been paid, or declared and set
aside for payment, on all Parity Preferred Stock to the extent such dividends
are cumulative; (iii) the Company has paid or set aside all amounts, if any,
then or theretofore required to be paid or set aside for all purchase,
retirement, and sinking funds, if any, for any Parity Preferred Stock; and (iv)
the Company is not in default on any of its obligations to redeem any Parity
Preferred Stock.

Subject to the provisions described above, such dividends or other
distributions (payable in cash, property, or Junior Stock) as may be determined
by the Board of Directors may be declared and paid on the shares of any Junior
Stock from time to time and Junior Stock may be purchased, redeemed or
otherwise acquired by the Company or any of its subsidiaries from time to time.
In the event of the declaration and payment of any such dividends or other
distributions, the holders of such Junior Stock will be entitled, to the
exclusion of holders of any Parity Preferred Stock, to share therein according
to their respective interests.

As long as any shares of PRIDES are outstanding, dividends or other
distributions may not be declared or paid on any Parity Preferred Stock (other
than dividends or other distributions payable in Junior Stock and cash in lieu
of fractional shares in connection therewith), and the Company may not
purchase, redeem or otherwise acquire any Parity Preferred Stock (except with
any Junior Stock and cash in lieu of fractional shares in connection
therewith), unless either: (a)(i) full dividends on Parity Preferred Stock
have been paid, or declared and set aside for payment, for all dividend periods
terminating at or before the date of such Parity Preferred Stock dividend,
distribution, purchase, redemption or other acquisition payment to the extent
such dividends are cumulative; (ii) dividends in full for the current quarterly
dividend period have been paid, or declared and set aside for payment, on all
Parity Preferred Stock to the extent such dividends are cumulative; (iii) the
Company has paid or set aside all amounts, if any, then or theretofore required
to be paid or set aside for all purchase, retirement, and sinking funds, if
any, for any Parity Preferred Stock; and (iv) the Company is not in default on
any of its obligations to redeem any Parity Preferred Stock; or (b) with
respect to the payment of dividends only, any such dividends will be declared
and paid pro rata so that the amounts of any dividends declared and paid per
share of PRIDES and each other share of Parity Preferred Stock will in all
cases bear to each other the same ratio that accrued dividends (including any
accumulation with respect to unpaid dividends for prior dividend periods, if
such dividends are cumulative) per share of PRIDES and such other shares of
Parity Preferred Stock bear to each other.

Mandatory Conversion of PRIDES

Unless previously either redeemed or converted at the option of the holder
into Common Stock, as hereinafter described, on the Mandatory Conversion Date,
each outstanding share of PRIDES will mandatorily convert into (i) shares of
Common Stock at the Common Equivalent Rate (as defined herein) in effect on
such date and (ii) the right to receive cash in an amount equal to all accrued
and unpaid dividends on such shares of PRIDES (other than previously declared
dividends payable to a holder of record as of a prior date) to the Mandatory
Conversion Date, whether or not declared, out of funds legally available for
the payment of dividends, subject to the right of the Company to redeem the
shares of PRIDES on or after December 31, 1996, and before the Mandatory
Conversion Date, as described below, and subject to the conversion of the
shares of PRIDES at the option of the holder at any time before the Mandatory
Conversion Date, as described below. The "Common Equivalent Rate" is initially
one share of Common Stock for each share of PRIDES and is subject to adjustment
as described below. Dividends will cease to accrue on the Mandatory Conversion
Date in respect of the shares of PRIDES then outstanding.

Because the price of the Common Stock is subject to market fluctuations,
the value of the Common Stock that may be received by holders of shares of
PRIDES upon their mandatory conversion may be more or less than the amount paid
for the shares of PRIDES offered hereby.

Optional Redemption

Shares of PRIDES are not redeemable by the Company before December 31,
1996. At any time and from time to time on or after that date until
immediately before the Mandatory Conversion Date, the Company will have the
right to redeem, in whole or in part, the outstanding shares of PRIDES. Upon
any such redemption, the Company will deliver to the holder thereof in exchange
for each share of PRIDES subject to redemption the greater of: (i) the number
of shares of Common Stock equal to the applicable Call Price (as described
below) in effect on the redemption date divided by the Current Market Price of
the Common Stock, determined as of the second trading day immediately preceding
the Notice Date (as defined below), or (ii) ________ of a share of Common Stock
(subject to adjustment in the same manner as the Optional Conversion Rate (as
defined below) is adjusted). Dividends will cease to accrue on the shares of
PRIDES on the date fixed for their redemption.

The Call Price of each share of PRIDES is the sum of (i) $_______ on and
after December 31, 1996, to and including March 31, 1997; $_______ on and after
April 1, 1997, to and including June 30, 1997; $_________ on and after July 1,
1997, to and including September 30, 1997; $_______ on and after October 1,
1997, to and including November 30, 1997; and $_____ (being the price to the
public of a share of PRIDES appearing on the cover page of this Prospectus) on
and after December 1, 1997, to and including December 31, 1997; and (ii) all
accrued and unpaid dividends thereon to but not including the date fixed for
redemption (other than previously declared dividends payable to a holder of
record as of a prior date).

The "Current Market Price" per share of the Common Stock on any date of
determination means the lesser of (x) the average of the closing sale prices of
the Common Stock as reported on the NYSE Composite Tape for the 15 consecutive
trading days ending on and including such date of determination or (y) the
closing sale price of the Common Stock as reported on the NYSE Composite Tape
for such date of determination; provided, however, that, with respect to any
redemption of shares of PRIDES, if any event resulting in an adjustment of the
Common Equivalent Rate occurs during the period beginning on the first day of
such 15-day period and ending on the applicable redemption date, the Current
Market Price as determined pursuant to the foregoing will be appropriately
adjusted to reflect the occurrence of such event. The "Notice Date" with
respect to any notice given by the Company in connection with a redemption of
the shares of PRIDES means the date on which first occurs either the public
announcement of such redemption or the commencement of mailing of such notice
to the holders of shares of PRIDES.

If fewer than all the outstanding shares of PRIDES are to be called for
redemption, shares of PRIDES to be called will be selected by the Company from
outstanding shares of PRIDES not previously called by lot or pro rata (as
nearly as may be) or by any other method determined by the Board of Directors
in its sole discretion to be equitable.

The Company will provide notice of any redemption of shares of PRIDES to
holders of record of the shares of PRIDES to be called for redemption not less
than 15 nor more than 60 days before the date fixed for redemption.
Accordingly, the earliest Notice Date for any call for redemption of shares of
PRIDES will be November 1, 1996. Any such notice will be provided by mail,
sent to the holders of record of the shares of PRIDES to be called at each such
holder's address as it appears on the stock register of the Company, first
class postage prepaid; provided, however, that failure to give such notice or
any defect therein will not affect the validity of the proceeding for
redemption of any shares of PRIDES to be redeemed except as to the holder to
whom the Company has failed to give such notice or whose notice was defective.
On and after the redemption date, all rights of the holders of the shares of
PRIDES called for redemption will terminate except the right to receive the
redemption price (unless the Company defaults on the payment of the redemption
price). A public announcement of any call for redemption will be made by the
Company before, or at the time of, the mailing of such notice of redemption.

Each holder of shares of PRIDES called for redemption must surrender the
certificates evidencing such shares of PRIDES to the Company at the place
designated in the notice of redemption and will thereupon be entitled to
receive certificates for shares of Common Stock and cash for any fractional
share amount.

Conversion at the Option of the Holder

The shares of PRIDES are convertible, in whole or in part, at the option of
the holders thereof, at any time before the Mandatory Conversion Date, unless
previously redeemed, into shares of Common Stock at a rate of ______ of a share
of Common Stock for each share of PRIDES (the "Optional Conversion Rate"),
equivalent to a conversion price of $_____ per share of Common Stock (the
"Conversion Price"), subject to adjustment as described below. The right to
convert shares of PRIDES called for redemption will terminate immediately
before the close of business on any redemption date with respect to such
shares.

Conversion of shares of PRIDES at the option of the holder may be effected
by delivering certificates evidencing such shares of PRIDES, together with
written notice of conversion and a proper assignment of such certificates to
the Company or in blank (and, if applicable, cash payment of an amount equal to
the dividend attributable to the current quarterly dividend period payable on
such shares), to the office of the transfer agent for PRIDES or to any other
office or agency maintained by the Company for that purpose and otherwise in
accordance with conversion procedures established by the Company. Each
optional conversion will be deemed to have been effected immediately before the
close of business on the date on which the foregoing requirements have been
satisfied. The conversion will be at the Optional Conversion Rate in effect at
such time and on such date.

Holders of shares of PRIDES at the close of business on a record date for
any payment of declared dividends will be entitled to receive the dividend
payable on such shares of PRIDES on the corresponding dividend payment date
notwithstanding the optional conversion of such shares of PRIDES following such
record date and before such dividend payment date. However, shares of PRIDES
surrendered for conversion after the close of business on a record date for any
payment of declared dividends and before the opening of business on the next
succeeding dividend payment date must be accompanied by payment in cash of an
amount equal to the dividend attributable to the current quarterly dividend
period payable on such date (unless such shares of PRIDES are subject to
redemption on a redemption date between such record date and such dividend
payment date). A holder of shares of PRIDES called for redemption on December
31, 1996 or any other dividend payment date will receive the dividend on such
shares of PRIDES payable on that date and will be able to convert such shares
of PRIDES after the record date for such dividend without paying an amount
equal to such dividend to the Company upon conversion. Except as provided
above, upon any optional conversion of shares of PRIDES, the Company will make
no payment of or allowance for unpaid dividends, whether or not in arrears, on
such shares of PRIDES, or for previously declared dividends or distributions on
the shares of Common Stock issued upon such conversion.

Enhanced Dividend Yield; Less Equity Appreciation than Common Stock

Dividends will accrue on the shares of PRIDES at a higher rate than the
rate at which dividends are currently paid on the Common Stock. The
opportunity for equity appreciation afforded by an investment in shares of
PRIDES is less than that afforded by an investment in the Common Stock because
the Conversion Price is higher than the per share price to the public of the
shares of PRIDES and the Company may, at its option, redeem the shares of
PRIDES at any time on or after December 31, 1996 and before the Mandatory
Conversion Date, and may be expected to do so, if, among other circumstances,
the Current Market Price of the Common Stock exceeds the Call Price for a share
of PRIDES. In such event, a holder of a share of PRIDES will receive less than
one share of Common Stock but no less than _____ of a share of Common Stock. A
holder may also surrender for conversion any shares of PRIDES called for
redemption up to the close of business on the redemption date, and a holder
that so elects to convert will receive _____ of a share of Common Stock per
share of PRIDES. The per share value of Common Stock received by holders of
shares of PRIDES may be more or less than the per share amount paid for the
shares of PRIDES offered hereby, due to market fluctuations in the price of the
Common Stock.

As a result of these provisions, holders of shares of PRIDES would be
expected to realize no equity appreciation if the Current Market Price of the
Common Stock is below the Conversion Price, and less than all of such
appreciation if the Current Market Price of the Common Stock is above the
Conversion Price. Holders of shares of PRIDES will realize the entire decline
in equity value if the Current Market Price of the Common Stock is less than
the price paid for a share of PRIDES.

Conversion Adjustments

The Common Equivalent Rate and the Optional Conversion Rate are each
subject to adjustment as appropriate in certain circumstances, including if the
Company (a) pays a stock dividend or makes a distribution with respect to its
Common Stock in shares of Common Stock; (b) subdivides or splits its
outstanding Common Stock; (c) combines its outstanding Common Stock into a
smaller number of shares; (d) issues by reclassification of its shares of
Common Stock any shares of Common Stock; (e) issues certain rights or warrants
to all holders of its Common Stock; or (f) pays a dividend or distributes to
all holders of its Common Stock evidences of its indebtedness, cash or other
assets (including capital stock of the Company other than Common Stock but
excluding any cash dividends or distributions, other than "Extraordinary Cash
Distributions", and dividends referred to in clause (a) above). In addition,
the Company will be entitled (but will not be required) to make upward
adjustments in the Common Equivalent Rate, the Optional Conversion Rate and the
Call Price as the Company, in its discretion, determines to be advisable, in
order that any stock dividend, subdivision of shares, distribution of rights to
purchase stock or securities, or distribution of securities convertible into or
exchangeable for stock (or any transaction which could be treated as any of the
foregoing transactions under Section 305 of the Internal Revenue Code of 1986,
as amended) hereafter made by the Company to its stockholders will not be
taxable. "Extraordinary Cash Distribution" means, with respect to any
consecutive 12-month period, all cash dividends and cash distributions on the
Common Stock during such period (other than cash dividends and cash
distributions for which a prior adjustment to the Common Equivalent Rate and
Optional Conversion Rate was previously made) to the extent such dividends and
distributions exceed, on a per share of Common Stock basis, 10% of the average
daily closing price of the Common Stock over such period. All adjustments to
the Common Equivalent Rate and the Optional Conversion Rate will be calculated
to the nearest 1/100th of a share of Common Stock. No adjustment in the Common
Equivalent Rate or the Optional Conversion Rate will be required unless such
adjustment would require an increase or decrease of at least one percent
therein; provided, however, that any adjustments which, by reason of the
foregoing, are not required to be made will be carried forward and taken into
account in any subsequent adjustment. All adjustments will be made
successively.

Whenever the Common Equivalent Rate and the Optional Conversion Rate are
adjusted as provided in the preceding paragraph, the Company will file with the
transfer agent for the shares of PRIDES a certificate with respect to such
adjustment, make a prompt public announcement thereof and mail a notice to
holders of the shares of PRIDES providing specified information with respect to
such adjustment. At least 10 business days before taking any action that could
result in certain adjustments in the Common Equivalent Rate and the Optional
Conversion Rate, the Company will notify each holder of shares of PRIDES
concerning such proposed action.

Adjustment for Certain Consolidation or Mergers

In case of (i) any consolidation or merger to which the Company is a party
(other than a merger or consolidation in which the Company is the surviving or
continuing corporation and in which the shares of Common Stock outstanding
immediately before the merger or consolidation remain unchanged), (ii) any sale
or transfer to another corporation of the property of the Company as an
entirety or substantially as an entirety, or (iii) any statutory exchange of
securities with another corporation (other than in connection with a merger or
acquisition), each share of PRIDES will, after consummation of such
transaction, be subject to (A) conversion at the option of the holder into the
kind and amount of securities, cash, or other property receivable upon
consummation of such transaction by a holder of the number of shares of Common
Stock into which such share of PRIDES might have been converted immediately
before consummation of such transaction, (B) conversion on the Mandatory
Conversion Date into the kind and amount of securities, cash, or other property
receivable upon consummation of such transaction by a holder of the number of
shares of Common Stock into which such share of PRIDES would have been
converted if the conversion on the Mandatory Conversion Date had occurred
immediately before the date of consummation of such transaction, plus the right
to receive cash in an amount equal to all accrued and unpaid dividends on such
share of PRIDES (other than previously declared dividends payable to a holder
of record as of a prior date), and (C) redemption on any redemption date in
exchange for the kind and amount of securities, cash, or other property
receivable upon consummation of such transaction by a holder of the number of
shares of Common Stock that would have been issuable at the Call Price in
effect on such redemption date upon a redemption of such shares of PRIDES
immediately before consummation of such transaction, assuming that, if the
Notice Date for such redemption is not before such transaction, the Notice Date
had been the date of such transaction; and assuming in each case that such
holder of shares of Common Stock failed to exercise rights of election, if any,
as to the kind or amount of securities, cash, or other property receivable upon
consummation of such transaction (provided that, if the kind or amount of
securities, cash, or other property receivable upon consummation of such
transaction is not the same for each non-electing share, then the kind and
amount of securities, cash, or other property receivable upon consummation of
such transaction for each non-electing share will be deemed to be the kind and
amount so receivable per share by a plurality of the non-electing shares). The
kind and amount of securities into or for which the shares of PRIDES will be
convertible or redeemable after consummation of such transaction will be
subject to adjustment as described above under the caption "Conversion
Adjustments" following the date of consummation of such transaction. The
Company may not become a party to any such transaction unless the terms thereof
are consistent with the foregoing.

Fractional Shares

No fractional shares of Common Stock will be issued upon redemption or
conversion of shares of PRIDES. In lieu of any fractional share otherwise
issuable in respect of the aggregate number of shares of PRIDES of any holder
that are redeemed or converted on any redemption date or upon mandatory
conversion or any optional conversion, such holder will be entitled to receive
an amount in cash equal to the same fraction of the (i) Current Market Price of
the Common Stock, determined as of the second trading day immediately preceding
the Notice Date, in the case of redemption, or (ii) Closing Price (as defined
in the Certificate of Designations) of the Common Stock determined (A) as of
the fifth trading day immediately preceding the Mandatory Conversion Date, in
the case of mandatory conversion, or (B) as of the second trading day
immediately preceding the effective date of conversion, in the case of an
optional conversion by a holder.

Rights Agreement

Reference is made to the section "Description of Capital Stock--Common
Stock--Preferred Stock Purchase Rights" for a description of the Company's
Rights Agreement. Shares of Common Stock issued upon conversion or redemption
of the shares of PRIDES may be entitled to receive Rights in accordance with
the terms and conditions of the Rights Agreement. The method of calculation of
the Current Market Price of the Common Stock does not take into account any
separate value of the Rights, except to the extent any such value may be
reflected in the Current Market Price.

Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution, or
winding up of the Company, and subject to the rights of holders of any other
series of Preferred Stock, the holders of outstanding shares of PRIDES are
entitled to receive an amount equal to the per share price to the public of the
shares of PRIDES shown on the cover page of this Prospectus, plus accrued and
unpaid dividends thereon, out of the assets of the Company available for
distribution to stockholders, before any distribution of assets is made to
holders of Common Stock, Second Preferred Stock or any other capital stock
ranking junior to PRIDES upon liquidation, dissolution, or winding up.

If upon any voluntary or involuntary liquidation, dissolution, or winding
up of the Company, the assets of the Company are insufficient to permit the
payment of the full preferential amounts payable with respect to the shares of
PRIDES and all other series of Parity Preferred Stock, the holders of shares of
PRIDES and of all other series of Parity Preferred Stock will share ratably in
any distribution of assets of the Company in proportion to the full respective
preferential amounts to which they are entitled. After payment of the full
amount of the liquidating distribution to which they are entitled, the holders
of shares of PRIDES will not be entitled to any further participation in any
distribution of assets by the Company. A consolidation or merger of the
Company with or into one or more other corporations (whether or not the Company
is the corporation surviving such consolidation or merger), or a sale, lease or
exchange of all or substantially all of the assets of the Company will not be
deemed to be a voluntary or involuntary liquidation, dissolution, or winding up
of the Company.

Voting Rights

The holders of shares of PRIDES will have the right with the holders of
Common Stock to vote in the election of Directors and upon each other matter
coming before any meeting of the holders of Common Stock on the basis of 4/5 of
a vote for each share of PRIDES held. The holders of shares of PRIDES and the
holders of Common Stock will vote together as one class on such matters except
as otherwise provided by law or by the Company's Restated Certificate of
Incorporation.

In the event that dividends on the shares of PRIDES or any other series of
Preferred Stock are in arrears and unpaid for six quarterly dividend periods,
or if any other series of Preferred Stock is entitled for any other reason to
exercise voting rights, separate from the Common Stock, to elect any Directors
of the Company ("Preferred Stock Directors"), the holders of the shares of
PRIDES (voting separately as a class with holders of all other series of
Preferred Stock upon which like voting rights have been conferred and are
exercisable), with each share of PRIDES entitled to one vote on this and other
matters in which Preferred Stock votes as a group, will be entitled to vote for
the election of two Directors, such Directors to be in addition to the number
of Directors constituting the Board of Directors immediately before the accrual
of such right. Such right, when vested, will continue until all dividends in
arrears and payable on the shares of PRIDES and such other series of Preferred
Stock have been paid in full and the right of any other series of Preferred
Stock to exercise voting rights, separate from the Common Stock, to elect
Preferred Stock Directors of the Company terminates or has terminated, and,
when so paid and any such termination occurs or has occurred, such right of the
holders of the shares of PRIDES will cease. The term of office of any Director
elected by the holders of the shares of PRIDES and such other series will
terminate on the earlier of (i) the next annual meeting of stockholders at
which a successor has been elected and qualified or (ii) the termination of the
right of holders of the shares of PRIDES and such other series to vote for such
Directors.

The Company will not, without the approval of the holders of at least
66-2/3 percent of the shares of PRIDES then outstanding: (i) amend, alter, or
repeal any of the provisions of the Restated Certificate of Incorporation or
By-Laws of the Company so as to affect adversely the powers, preferences, or
rights of the holders of the shares of PRIDES then outstanding or reduce the
minimum time for any required notice to which the holders of the shares of
PRIDES then outstanding may be entitled (an amendment of the Restated
Certificate of Incorporation to authorize or create, or to increase the
authorized amount of, Common Stock, Second Preferred Stock or other Junior
Stock or any stock of any class ranking on a parity with the shares of PRIDES
being deemed not to affect adversely the powers, preferences, or rights of the
holders of the shares of PRIDES); (ii) authorize or create, or increase the
authorized amount of, any stock of any class, or any security convertible into
capital stock of any class, ranking prior to the shares of PRIDES either as to
the payment of dividends or the distribution of assets upon liquidation,
dissolution or winding up of the Company; or (iii) merge or consolidate with or
into any other corporation, unless each holder of shares of PRIDES immediately
preceding such merger or consolidation receives or continues to hold in the
resulting corporation the same number of shares, with substantially the same
rights and preferences, as correspond to the shares of PRIDES so held.

The Company will not, without the approval of the holders of at least a
majority of the shares of PRIDES then outstanding: (i) increase the authorized
number of shares of Preferred Stock; or (ii) create, or increase the authorized
number of shares of, any other class or classes of capital stock of the Company
ranking on a parity with the Preferred Stock, either as to payment of dividends
or the distribution of assets upon liquidation, dissolution or winding up of
the Company, or create any stock or other security convertible into or
exchangeable for or evidencing the right to purchase any stock of such other
class ranking on a parity with the Preferred Stock, or increase the authorized
number of shares of any such other class or amount of such other stock or
security.

Notwithstanding the provisions summarized in the preceding two paragraphs,
no such approval described therein of the holders of the shares of PRIDES will
be required if, at or before the time when such amendment, alteration, or
repeal is to take effect or when the authorization, creation, increase or
issuance of any such prior or parity stock or convertible security is to be
made, or when such consolidation or merger, voluntary liquidation, dissolution,
or winding up, sale, lease, conveyance, purchase, or redemption is to take
effect, as the case may be, provision is made for the redemption of all shares
of PRIDES at the time outstanding.

Transfer Agent and Registrar

Mellon Securities Trust Company, 85 Challenger Road, Overpeck Centre,
Ridgefield Park, New Jersey 07660 will act as transfer agent and registrar for,
and paying agent for the payment of dividends on, the shares of PRIDES.

Miscellaneous

Upon issuance, the shares of PRIDES will be fully paid and nonassessable.
Holders of shares of PRIDES have no preemptive rights. The Company will at all
times reserve and keep available out of its authorized and unissued Common
Stock, solely for issuance upon the conversion or redemption of shares of
PRIDES, such number of shares of Common Stock as will from time to time be
issuable upon the conversion or redemption of all the shares of PRIDES then
outstanding. Shares of PRIDES redeemed for, or converted into, Common Stock of
the Company or otherwise reacquired by the Company will resume the status of
authorized and unissued shares of Preferred Stock, undesignated as to series,
and will be available for subsequent issuance.

FEDERAL INCOME TAX CONSIDERATIONS

The Company has received an opinion from its tax counsel, Robert A.
Warwick, Esq., which addresses certain of the federal income tax consequences
under existing law of the purchase, ownership, and disposition of the shares of
PRIDES. A copy of that opinion is filed as an exhibit to the Registration
Statement of which this Prospectus is a part, and the following summary of such
tax consequences is qualified in its entirety by reference thereto, including
the assumptions set forth therein. The Company does not intend to seek a
ruling from the Internal Revenue Service (the "IRS") with respect to any of
these tax consequences. The summary is presented for informational purposes
only and is limited to a summary of the federal income tax consequences to
investors who are citizens or residents of the United States or that are U.S.
corporations. State, local and foreign tax consequences, tax consequences to
special classes of investors, including tax-exempt organizations, insurance
companies, banks, or dealers in securities, and tax consequences applicable to
shares of PRIDES where the right to receive dividends has been stripped from
the underlying security have not been summarized. Tax consequences may vary
depending upon the particular status of an investor. The summary is limited to
taxpayers who will hold shares of PRIDES or Common Stock received upon
conversion or redemption of shares of PRIDES as "capital assets" within the
meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the
"Code"). The summary is based upon current law, applicable Treasury
Regulations, judicial authority, and current administrative rulings and
practice, including certain amendments to the Code, made in 1989, 1990 and
1993, which have not yet been subject to definitive interpretation by the IRS
or the courts. There can be no assurance that future changes in applicable law
or administrative and judicial interpretations thereof will not adversely
affect the tax consequences summarized herein or that there will not be
differences of opinion as to the interpretation of applicable law.

The following summary does not constitute, and should not be considered as,
legal or tax advice to prospective investors. Each potential investor should
consult with its own tax adviser before determining whether to purchase shares
of PRIDES.

Dividends

Dividends paid on shares of PRIDES will be taxable as ordinary income to
the extent of the Company's current or accumulated earnings and profits.
Dividends received by corporations out of such earnings and profits will
generally qualify for the 70 percent dividends-received deduction, so long as
the holder has held its shares of PRIDES for a sufficient time (generally more
than 45 days) and the shares of PRIDES were not acquired with borrowed funds
directly attributable to the shares of PRIDES under Section 246A of the Code.
Where the dividends-received deduction is available, a portion of the amount
deducted may have to be included by a corporation in computing its possible
liability for alternative minimum tax.

Under certain circumstances, a corporation that receives an "extraordinary
dividend," as defined in Section 1059 of the Code, is required to reduce its
stock basis by the non-taxed portion of such dividend (generally, the portion
claimed as a dividends-received deduction). Quarterly dividends not in arrears
paid to an original holder of shares of PRIDES generally will not constitute
extraordinary dividends under Section 1059(c). Under a special rule in Section
1059(f), any dividend with respect to "disqualified preferred stock" is treated
as an extraordinary dividend; however, while the issue is not free from doubt
due to the lack of authority directly on point, the shares of PRIDES should not
constitute "disqualified preferred stock."

Conversion into Common Stock

As a general rule, no gain or loss will be recognized by a holder on the
conversion of shares of PRIDES into shares of Common Stock if no cash is
received. Dividend income may be recognized, however, to the extent cash is
received in payment of dividends in arrears. In addition, gain may be
recognized upon the receipt by a holder of cash in lieu of a fractional share
of Common Stock.

The tax basis of the shares of Common Stock received upon conversion will
generally be equal to the tax basis of the shares of PRIDES converted (adjusted
to reflect any income or gain recognized on the conversion). The holding
period of the shares of such Common Stock will generally include the holding
period of the shares of PRIDES converted.

Call or Conversion Premium

Under certain circumstances, Section 305 of the Code requires that any
excess of the redemption price of preferred stock over its issue price is
includable in income, before receipt, as a constructive dividend. While the
issue is not free from doubt due to a lack of authority directly on point, a
holder of shares of PRIDES should not be required to include any call or
conversion premium in income as a redemption premium under Section 305 of the
Code.

Adjustment of Conversion Rate

Certain adjustments (or failures to make adjustments) to the conversion
rate, based on the Company's issuance of certain rights, warrants, evidences of
its indebtedness, securities, or other assets to holders of its Common Stock,
which have the effect of increasing the proportionate interest of a holder of
shares of PRIDES in the Company's assets or earnings and profits, may result in
constructive distributions taxable as dividends to such holder, which may
constitute (and cause other dividends to constitute) extraordinary dividends to
corporate holders.

Backup Withholding

Certain noncorporate holders may be subject to backup withholding at a rate
of 31 percent on dividends and certain consideration received upon the call or
conversion of the shares of PRIDES. Generally, backup withholding applies only
when the taxpayer fails to furnish or certify a proper Taxpayer Identification
Number or when the taxpayer is notified by the IRS that the taxpayer has failed
to report payments of interest and dividends properly. Holders should consult
their tax advisers regarding their qualification for exemption from backup
withholding and the procedure for obtaining any applicable exemption.

UNDERWRITING

Subject to the terms and conditions set forth in a purchase agreement (the
"Purchase Agreement") between the Company and each of the underwriters named
below (the "Underwriters") for whom Merrill Lynch, Pierce, Fenner & Smith
Incorporated and CS First Boston Corporation are acting as representatives (the
"Representatives"), the Company has agreed to sell to the Underwriters, and
each of the Underwriters severally has agreed to purchase from the Company, the
number of shares of PRIDES set forth opposite each Underwriter's name.

Number of
Underwriter Shares of PRIDES

Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . . . . .

CS First Boston Corporation. . . . . . . . .

Total . . . . . . . . . . . . . . .

In the Purchase Agreement, the Underwriters severally have agreed, subject
to the terms and conditions set forth therein, to purchase all of the shares of
PRIDES being sold pursuant to the Purchase Agreement if any of the shares being
sold pursuant to the Purchase Agreement are purchased. Under certain
circumstances, the commitments of non-defaulting Underwriters may be increased.

The Representatives have advised the Company that they propose initially to
offer the PRIDES to the public at the public offering price set forth on the
cover page of the Prospectus and to certain dealers at such price less a
concession not in excess of $____ per share. The Underwriters may allow, and
such dealers may reallow, a discount not in excess of $____ per share on sales
to certain other dealers. After the initial public offering, the public
offering price, concession and discount may be changed.

The Company has granted to the Underwriters an option, exercisable for 30
days after the date of this Prospectus, to purchase up to 1,000,000 shares of
PRIDES at the price to the public set forth on the cover page of the
Prospectus, less the underwriting discount. The Underwriters may exercise this
option only to cover over-allotments, if any, made on the sale of PRIDES
offered hereby. To the extent that the Underwriters exercise this option, each
of the Underwriters will have a firm commitment, subject to certain conditions,
to purchase the same percentage of such shares as the number of shares of
PRIDES to be purchased by each Underwriter shown in the foregoing table bears
to the total number of shares initially offered hereby.

The Company has agreed, for a period of 90 days after the date of this
Prospectus, to not, without the prior written consent of the Representatives,
directly or indirectly, sell, offer to sell, grant any option for the sale of,
or otherwise dispose of, any shares of its capital stock or securities
convertible into or exchangeable for capital stock of the Company other than to
the Underwriters pursuant to the Purchase Agreement, subject to certain
exceptions set forth in the Purchase Agreement.

Prior to this offering, there has been no public market for the PRIDES.
The initial public offering price for the PRIDES was determined by negotiations
among the Company and the Representatives. Among the factors considered in
determining the price to the public were the market price of the Company's
Common Stock, an assessment of the Company's recent results of operations, the
future prospects of the Company and the industry in general, market prices of
securities of other companies engaged in activities similar to the Company and
prevailing conditions in the securities market. There can be no assurance that
an active trading market will develop for the PRIDES or that the PRIDES will
trade in the public market subsequent to the offering at or above the initial
public offering price.

The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the 1933 Act, and to contribute to
payments that the Underwriters may be required to make in respect thereof.

The Underwriters and their affiliates have performed various investment
banking and commercial banking services for the Company and its affiliates, for
which they have received customary compensation. William O. Bourke and Charles
A. Sanders, directors of the Company, are directors of Merrill Lynch & Co.,
Inc., the parent of Merrill Lynch, Pierce, Fenner & Smith Incorporated.

LEGAL OPINIONS

Certain aspects of the legality of the shares of PRIDES offered hereby, and
the Common Stock issuable upon the conversion or redemption thereof, will be
passed upon for the Company by D. Michael Jones, Esq., Vice President, General
Counsel and Secretary of the Company. Certain legal matters with respect to
the shares of PRIDES offered hereby will be passed upon for the Underwriters by
Brown & Wood, New York, New York.

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. Robert A. Warwick,
Esq., in his capacity as Tax Counsel 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.

EXPERTS

The consolidated financial statements of Reynolds Metals Company appearing
in the Company's Annual Report (Form 10-K) for the year ended December 31,
1992, as amended, 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.

<PAGE>

No person is authorized to give
any information or to make any
representation other than those
contained in this Prospectus in
connection with the offer contained 10,000,000 Shares
herein and, if given or made, such
information or representation must [LOGO]
not be relied upon as having been
authorized. This Prospectus does REYNOLDS METALS
not constitute an offer to sell or COMPANY
a solicitation of an offer to buy
any securities other than the
securities to which this Prospectus
relates and shall not constitute an
offer to sell or a solicitation of
an offer to buy such securities in
any circumstances in which such
offer or solicitation is unlawful.
Neither the delivery of this
Prospectus nor any sale made
hereunder shall, under any
circumstances, create any ___% PRIDES*
implication that the information
contained herein is correct as
of any time subsequent to the
date of such information.

Convertible Preferred Stock,
Stated Value $__ per Share

____________________________

TABLE OF CONTENTS PROSPECTUS
____________________________

Page
Available Information . . . . . . . .
Incorporation of Certain Documents
by Reference . . . . . . . . . . . .
Prospectus Summary. . . . . . . . . . Merrill Lynch & Co.
Investment Considerations . . . . . .
The Company . . . . . . . . . . . . . CS First Boston
Recent Developments . . . . . . . . .
Use of Proceeds . . . . . . . . . . .
Capitalization . . . . . . . . . . .
Common Stock Prices and Dividends . .
Selected Financial Information . . . _________ __, 1994
Description of Capital Stock . . . .
Description of PRIDES . . . . . . .
Federal Income Tax Considerations . .
Underwriting . . . . . . . . . . . .
Legal Opinions . . . . . . . . . . . *Service mark of Merrill Lynch
Experts . . . . . . . . . . . . . . . & Co., Inc.

<PAGE>
PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The Registrant estimates that expenses in connection with the offering
described in this Registration Statement, other than any underwriting discounts
and commissions, will be as follows:

Securities and Exchange Commission Registration Fee $182,544.38
Listing Fees 123,300.00
Accounting Fees 15,000.00
Rating Agency Fees 35,000.00
Blue Sky Fees and Expenses 15,000.00
Printing and Engraving Expenses 24,000.00
Miscellaneous 7,000.00

Total $401,844.38

Item 15. Indemnification of Directors and Officers

Section 145 of the General Corporation Law of the State of Delaware
empowers the Registrant 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 Registrant or is or was serving at the request of the
Registrant 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 Registrant 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 Registrant, 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 Registrant 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 Registrant incorporates substantially the provisions of Section 145 of
the General Corporation Law of the State of Delaware and requires the
Registrant to indemnify any person to the full extent of its powers as
described above. The Registrant 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 Registrant's By-Laws.
In addition, the agreements provide for indemnification of expenses incurred as
a witness, require the Registrant 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 Registrant's Restated Certificate of Incorporation limits the
personal liability of directors to the Registrant or its shareholders for
monetary damages for certain breaches of fiduciary duty.

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

Under the Purchase Agreement, in the form filed as an exhibit to the
Registration Statement, the underwriters will agree to indemnify the
Registrant's directors and officers and persons, if any, controlling the
Registrant within the meaning of the Securities Act of 1933 against liabilities
that might arise out of or are based upon certain information furnished to the
Registrant by any such indemnifying party.

<PAGE>

Item 16. Exhibits

*1 Form of Purchase Agreement
2 None
**4.1 Restated Certificate of Incorporation, as amended to the date
hereof. (File No. 1-1430, Form 10-Q Report for the Quarter Ended
June 30, 1992, Exhibit 4(a))
*4.2 Form of Certificate of Designations, Preferences, Rights and
Limitations of the __% PRIDES, Convertible Preferred Stock
**4.3 By-Laws, as amended to the date hereof. (File No. 1-1430, Form
10-Q Report for the Quarter Ended March 31, 1992, Exhibit 4(b))
**4.4 Indenture dated as of April 1, 1989 (the "Indenture") between
Reynolds Metals Company and The Bank of New York, as Trustee,
relating to Debt Securities. (File No. 1-1430, Form 10-Q Report
for the Quarter Ended March 31, 1989, Exhibit 4(c))
**4.5 Amendment No. 1 dated as of November 1, 1991 to the Indenture.
(File No. 1-1430, 1991 Form 10-K Report, Exhibit 4.4)
*4.6 Form of __% PRIDES, Convertible Preferred Stock certificate
**4.7 Form of Common Stock certificate. (Registration Statement No.
33-66032 on Form S-8, dated July 15, 1993, Exhibit 4.2)
**4.8 Form of 9-3/8% Debenture due June 15, 1999. (File No. 1-1430,
Form 8-K Report dated June 6, 1989, Exhibit 4)
**4.9 Form of Fixed Rate Medium-Term Note. (Registration Statement No.
33-30882 on Form S-3, dated August 31, 1989, Exhibit 4.3)
**4.10 Form of Floating Rate Medium-Term Note. (Registration Statement
No. 33-30882 on Form S-3, dated August 31, 1989, Exhibit 4.4)
**4.11 Form of Book-Entry Fixed Rate Medium-Term Note. (File No. 1-1430,
1991 Form 10-K Report, Exhibit 4.15)
**4.12 Form of Book-Entry Floating Rate Medium-Term Note. (File No.
1-1430, 1991 Form 10-K Report, Exhibit 4.16)
**4.13 Form of 9% Debenture due August 15, 2003. (File No. 1-1430, Form
8-K Report dated August 16, 1991, Exhibit 4(a))
**4.14 $1,100,000,000 Credit Agreement (the "Credit Agreement") dated as
of November 24, 1987 among Reynolds Metals Company, Canadian
Reynolds Metals Company, Limited-Societe Canadienne de Metaux
Reynolds, Limitee, the several banks parties thereto,
Manufacturers Hanover Bank (Delaware), The Bank of Nova Scotia,
Manufacturers Hanover Trust Company, and Manufacturers Hanover
Agent Bank Services Corporation. (Registration Statement No.
33-20498 on Form S-3, dated March 7, 1988, Exhibit 4.4)
**4.15 Amendment No. 1 dated as of July 1, 1988 to the Credit Agreement.
(File No. 1-1430, Form 10-Q Report for the Quarter Ended June 30,
1988, Exhibit 4(e))
**4.16 Amendment No. 2 dated as of February 8, 1989 to the Credit
Agreement. (File No. 1-1430, 1988 Form 10-K Report, Exhibit 4.6)
**4.17 Amendment No. 3 dated as of August 4, 1989 to the Credit
Agreement. (File No. 1-1430, Form 10-Q Report for the Quarter
Ended June 30, 1989, Exhibit 4(g))
**4.18 Amendment No. 4 dated as of November 1, 1990 to the Credit
Agreement. (Registration Statement No. 33-38020 on Form S-3,
dated November 30, 1990, Exhibit 4.12)
**4.19 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)
**4.20 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)

*5 Opinion of D. Michael Jones, Esq., Vice President, General Counsel
and Secretary
*8 Opinion of Robert A. Warwick, Esq., Tax Counsel

*12 Statement re Computation of Ratios
15 None
23.1 Consent of Ernst & Young
23.2 The consent of D. Michael Jones, Esq. is contained in his opinion.
See Exhibit 5 hereto.
23.3 The consent of Robert A. Warwick is contained in his opinion. See
Exhibit 8 hereto.

*24 Powers of Attorney

25 Not applicable
26 Not applicable
27 Not applicable
28 Not applicable
99 None

______________

* Previously filed
** Incorporated by reference

Item 17. Undertakings

The undersigned Registrant hereby undertakes:

(1) 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 Section 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;

(2) for purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective; and

(3) for the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus 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 15 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 Securities Act of 1933 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.

<PAGE>
SIGNATURES

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-3 and has duly caused this Amendment No. 2 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Henrico, Commonwealth of Virginia,
on the 18th day of January, 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 Amendment
No. 2 to the Registration Statement has been signed below by the following
persons in the capacities indicated, on January 18, 1994.

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
William O. Bourke, Director Ralph S. Thomas, 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

*Charles A. Sanders *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 D. Michael Jones Allen M. Earehart
D. Michael Jones, Attorney-in-Fact Allen M. Earehart, Controller

<PAGE>
EXHIBIT INDEX
Sequential
Page
Exhibit Number

*1 Form of Purchase Agreement
2 None
**4.1 Restated Certificate of Incorporation, as amended to the
date hereof. (File No. 1-1430, Form 10-Q Report for the
Quarter Ended June 30, 1992, Exhibit 4(a))
*4.2 Form of Certificate of Designations, Preferences, Rights
and Limitations of the __% PRIDES, Convertible Preferred
Stock
**4.3 By-Laws, as amended to the date hereof. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended March 31, 1992,
Exhibit 4(b))
**4.4 Indenture dated as of April 1, 1989 (the "Indenture")
between Reynolds Metals Company and The Bank of New York,
as Trustee, relating to Debt Securities. (File No.
1-1430, Form 10-Q Report for the Quarter Ended March 31,
1989, Exhibit 4(c))
**4.5 Amendment No. 1 dated as of November 1, 1991 to the
Indenture. (File No. 1-1430, 1991 Form 10-K Report,
Exhibit 4.4)
*4.6 Form of __% PRIDES, Convertible Preferred Stock
certificate
**4.7 Form of Common Stock certificate. (Registration Statement
No. 33-66032 on Form S-8, dated July 15, 1993, Exhibit
4.2)
**4.8 Form of 9-3/8% Debenture due June 15, 1999. (File No.
1-1430, Form 8-K Report dated June 6, 1989, Exhibit 4)
**4.9 Form of Fixed Rate Medium-Term Note. (Registration
Statement No. 33-30882 on Form S-3, dated August 31, 1989,
Exhibit 4.3)
**4.10 Form of Floating Rate Medium-Term Note. (Registration
Statement No. 33-30882 on Form S-3, dated August 31, 1989,
Exhibit 4.4)
**4.11 Form of Book-Entry Fixed Rate Medium-Term Note. (File No.
1-1430, 1991 Form 10-K Report, Exhibit 4.15)
**4.12 Form of Book-Entry Floating Rate Medium-Term Note. (File
No. 1-1430, 1991 Form 10-K Report, Exhibit 4.16)
**4.13 Form of 9% Debenture due August 15, 2003. (File No.
1-1430, Form 8-K Report dated August 16, 1991, Exhibit
4(a))
**4.14 $1,100,000,000 Credit Agreement (the "Credit Agreement")
dated as of November 24, 1987 among Reynolds Metals
Company, Canadian Reynolds Metals Company, Limited-Societe
Canadienne de Metaux Reynolds, Limitee, the several banks
parties thereto, Manufacturers Hanover Bank (Delaware),
The Bank of Nova Scotia, Manufacturers Hanover Trust
Company, and Manufacturers Hanover Agent Bank Services
Corporation. (Registration Statement No. 33-20498 on Form
S-3, dated March 7, 1988, Exhibit 4.4)
**4.15 Amendment No. 1 dated as of July 1, 1988 to the Credit
Agreement. (File No. 1-1430, Form 10-Q Report for the
Quarter Ended June 30, 1988, Exhibit 4(e))
**4.16 Amendment No. 2 dated as of February 8, 1989 to the Credit
Agreement. (File No. 1-1430, 1988 Form 10-K Report,
Exhibit 4.6)
**4.17 Amendment No. 3 dated as of August 4, 1989 to the Credit
Agreement. (File No. 1-1430, Form 10-Q Report for the
Quarter Ended June 30, 1989, Exhibit 4(g))
**4.18 Amendment No. 4 dated as of November 1, 1990 to the Credit
Agreement. (Registration Statement No. 33-38020 on Form
S-3, dated November 30, 1990, Exhibit 4.12)
**4.19 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)
**4.20 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)

*5 Opinion of D. Michael Jones, Esq., Vice President,
General Counsel and Secretary
*8 Opinion of Robert A. Warwick, Esq., Tax Counsel

*12 Statement re Computation of Ratios
15 None
23.1 Consent of Ernst & Young _______
23.2 The consent of D. Michael Jones, Esq. is contained in his
opinion. See Exhibit 5 hereto.
23.3 The consent of Robert A. Warwick, Esq. is contained in his
opinion. See Exhibit 8 hereto.

*24 Powers of Attorney

25 Not applicable
26 Not applicable
27 Not applicable
28 Not applicable
99 None
______________

* Previously filed
** Incorporated by reference

EXHIBIT 23.1

CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in
Amendment No. 2 to the Registration Statement (Form S-3 No. 33-51631) and
related Prospectus of Reynolds Metals Company for the registration of its
convertible preferred stock and to the incorporation by reference therein of
our report dated February 19, 1993, with respect to the consolidated
financial statements and schedules of Reynolds Metals Company included in its
Form 10-K, as amended, for the year ended December 31, 1992, filed with the
Securities and Exchange Commission.

Ernst & Young

Richmond, Virginia
January 11, 1994