REYNOLDS METALS CO, S-8, 1994-05-27

REYNOLDS METALS CO
S-8, 1994-05-27
PRIMARY PRODUCTION OF ALUMINUM

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

REYNOLDS METALS COMPANY

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

Common Stock, 30,000 $45.75 $1,372,500.00 $473.28
without par value shares
<FN>

*In accordance with Rule 457(h)(1) under the Securities Act of 1933, the aggregate offering
price and registration fee are computed on the basis of a price per share based, pursuant to Rule
457(c), on the average of the high and low prices of the Common Stock as reported on the New York
Stock Exchange Composite Transactions Tape on May 20, 1994.
/TABLE
<PAGE>
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2.

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

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

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

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

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

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

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

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

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

Item 6. Indemnification of Directors and Officers.

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

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

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

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

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

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

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

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

4.6 Reynolds Metals Company Restricted Stock Plan for Outside Directors

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

23.1 Consent of Ernst & Young

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

24 Powers of Attorney

* Incorporated by reference.

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Henrico,
Commonwealth of Virginia, on this 27th day of May, 1994.

REYNOLDS METALS COMPANY

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

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

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

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

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

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

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

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

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

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

EXHIBIT INDEX

EXHIBIT SEQUENTIAL
NO. DESCRIPTION OF EXHIBIT PAGE NO.

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

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

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

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

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

4.6 Reynolds Metals Company Restricted Stock Plan for
Outside Directors

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

23.1 Consent of Ernst & Young

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

24 Powers of Attorney

* Incorporated by reference.

EXHIBIT 4.6

REYNOLDS METALS COMPANY

RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS

Effective April 20, 1994

<PAGE>
ARTICLE I

PURPOSE OF THE PLAN

The purposes of the Plan are to promote a greater
identity of interests between the Company's Directors and its
stockholders through increasing ownership of Company Stock by the
Directors and to assist the Company in attracting and retaining
qualified individuals to serve as Directors by affording them an
opportunity to share in the future successes of the Company.

ARTICLE II

DEFINITIONS

2.01 "Beneficiary" shall mean the individual or entity
designated by the Director to receive, upon the death of the
Director, undelivered shares of Restricted Stock as to which the
applicable restrictions have expired. If no such designation is
made, or if the designated individual predeceases the Director or
the entity no longer exists, then the Beneficiary shall be the
Director's estate.

2.02 "Board" shall mean the Board of Directors of the
Company.

2.03 "Company" shall mean Reynolds Metals Company, a
Delaware corporation.

2.04 "Company Stock" shall mean the Common Stock of
the Company, without par value, and such other stock and
securities as may be substituted therefor in accordance with
Section 5.02.

2.05 "Director" shall mean a member of the Board who
is not an employee of the Company or of one of its subsidiaries.

2.06 "Effective Date" shall mean April 20, 1994.

2.07 "Plan" shall mean this Reynolds Metals Company
Restricted Stock Plan for Outside Directors, as amended from time
to time.

2.08 "Restricted Stock" shall mean Company Stock
granted to a Director in accordance with Article III and subject
to the restrictions set forth in Section 4.03.

ARTICLE III

GRANTS OF RESTRICTED STOCK

3.01 On June 1, 1994, each Director elected to office
by the stockholders of the Company on April 20, 1994, shall
receive a grant of 1,000 shares of Restricted Stock. Except as
otherwise provided in Section 3.02, each individual who becomes a
Director after April 20, 1994, shall receive a grant of 1,000
shares of Restricted Stock 60 days after the date the individual
is first elected to the Board, whether by the Board or by
stockholders.

3.02 If an employee of the Company or of one of its
subsidiaries retires from employment with the Company or its
subsidiary, as applicable, and if such former employee is elected
to serve as a Director following retirement, then such former
employee shall become eligible to participate in the Plan and
shall receive a grant of 1,000 shares of Restricted Stock 60 days
after the date on which he or she is first elected or reelected
to the Board following his or her retirement.

3.03 So long as he or she remains a Director, an
additional grant of 1,000 shares of Restricted Stock shall be
made to each Director on June 1 (or on the next business day, if
June 1 is not a business day) of the year in which the
restrictions expire as to all the shares covered by such
Director's previous grant under the Plan.

ARTICLE IV

TERMS AND CONDITIONS OF GRANTS

4.01 The terms and conditions set forth in this
Article IV shall apply to each grant of shares of Restricted
Stock. Grants of Restricted Stock shall be made without payment
of a purchase price. If required by the Company, each such grant
shall be evidenced by a written agreement that sets forth the
specific terms of the grant in accordance with the Plan and that
is duly executed by or on behalf of the Company and the Director.

4.02 At the time of each grant, a share certificate or
certificates representing the number of shares of Restricted
Stock granted to a Director shall be registered in the Director's
name but shall be held by or on behalf of the Company for the
Director's account. The Director shall execute and deliver to
the Company a stock power duly endorsed in blank relating to such
shares of Restricted Stock. The Director shall have all the
rights and privileges of a stockholder as to such shares of
Restricted Stock, including the right to receive dividends and
the right to vote such shares, subject to the restrictions set
forth in Section 4.03.

4.03 The shares of Restricted Stock granted to any
Director under Article III shall be subject to the following
restrictions:

(a) Such shares may not be sold, transferred,
assigned, pledged or otherwise encumbered or disposed
of until such time as such restrictions have expired as
to such shares as provided in Section 4.04.

(b) A Director shall not be entitled to delivery
of a share certificate representing any shares of
Restricted Stock until the expiration of such
restrictions as to such shares.

4.04 (a) Except as otherwise provided in Section
4.04(b), the restrictions applicable to shares of Restricted
Stock covered by any grant to any Director shall expire in
accordance with the terms of this Section 4.04(a). Restrictions
shall expire as to 200 shares of Restricted Stock on the later of
(i) the April 1 immediately following the date of grant or (ii)
the date that is the six-month anniversary of the date of grant,
and restrictions shall expire as to an additional 200 shares on
each successive April 1, so that by the fifth April 1 following
the date of grant, restrictions on all 1,000 shares shall have
expired; provided, however, that restrictions shall expire as to
shares of Restricted Stock only if the Director shall have
remained a member of the Board continuously from the date of
grant of such shares to the scheduled expiration date.

(b) If a Director ceases to be a member of the Board
because of death, Disability, or a Change in Control of the
Company, the restrictions on 200 shares of Restricted Stock shall
expire as of the later of (i) the date the Director ceases to be
a member of the Board or (ii) the date that is the six-month
anniversary of the date of grant. Such 200 shares shall be in
addition to any shares as to which the restrictions have expired
in accordance with the second sentence of Section 4.04(a).

For purposes of this Section 4.04(b), the term
"Disability" shall have the same meaning as a "total disability"
as determined under the rules and procedures that apply under the
Company's Long Term Disability Plan for Salaried Employees, and
the term "Change in Control" shall mean the occurrence of any of
the following dates or events:

(i) a Stock Acquisition Date;

(ii) a Distribution Date; or

(iii) Continuing Directors ceasing to be a majority
of the Board,

with the terms "Stock Acquisition Date," "Distribution Date" and
"Continuing Directors" having the meanings given to them in the
Rights Agreement dated November 23, 1987 between the Company and
The Chase Manhattan Bank, N.A., as initially executed.
4.05 All of the shares of Restricted Stock granted to
any Director as to which the restrictions have not previously
expired shall be forfeited immediately, and all rights of such
Director to such shares shall terminate without further
obligation on the part of the Company, if the Director shall
cease to be a member of the Board for any reason other than as
set forth in Section 4.04(b).

4.06 As soon as practicable after the expiration of
the restrictions on any shares of Restricted Stock as herein
provided, a share certificate for such shares shall be delivered,
free of all such restrictions, to the Director (or to the
Director's Beneficiary, if applicable) subject to the withholding
requirements of Section 7.04 (if applicable).

ARTICLE V

COMPANY STOCK

5.01 Shares of Company Stock granted or delivered
under the Plan may be authorized but unissued shares, shares
reacquired by the Company, or a combination of both, as the Board
may from time to time determine. Shares of Company Stock granted
under the Plan but subsequently forfeited shall continue to be
otherwise available for the purposes of the Plan.

5.02 If any stock dividend is declared upon Company
Stock, or if there is any stock split, stock distribution, or
other recapitalization of the Company with respect to Company
Stock, resulting in a split-up or combination or exchange of
shares, the number and kind of shares which may thereafter be
granted under the Plan shall be proportionately and appropriately
adjusted and the number and kind of shares then being held by the
Company as Restricted Stock shall be proportionately and
appropriately adjusted. Any new or additional shares of
Restricted Stock, or stock or other securities substituted
therefor, to which a Director may be entitled under this Section
5.02 shall be subject to all of the terms and conditions of
Article IV.

ARTICLE VI

AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN

The Board may from time to time amend, suspend or
terminate the Plan, in whole or in part; provided, however, that
(a) without the Director's consent, no such amendment, suspension
or termination shall materially adversely affect the rights of
any Director in respect of Restricted Stock previously granted to
such Director and (b) the provisions of the Plan with respect to
individuals eligible to participate and the amount, price and
timing of grants hereunder shall not be amended more than once
every six months other than to comport with changes in the
Internal Revenue Code, the Employee Retirement Income Security
Act, or the rules thereunder. Notwithstanding the foregoing, the
Board may, in any circumstance where it deems such approval
necessary or desirable, and shall, to the extent necessary to
maintain compliance with Rule 16b-3 under the Securities Exchange
Act of 1934 as in effect from time to time, require stockholder
approval as a condition to the effectiveness of any amendment or
modification of the Plan.

ARTICLE VII

GENERAL PROVISIONS

7.01 Neither the establishment of the Plan nor the
payment of any benefits hereunder nor any action of the Company,
including the Board, in connection therewith shall be held or
construed to confer upon any individual any legal right to remain
on the Board.

7.02 No rights or benefits under the Plan shall be
subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, except by
will or the laws of descent and distribution, and any attempt
thereat shall be void. No such right or benefit shall, before
receipt thereof, be in any manner liable for or subject to the
recipient's debts, contracts, liabilities, engagements, or torts.

7.03 This Plan shall inure to the benefit of, and be
binding upon, the Company and each Director, and upon the
successors and assigns of the Company and of each Director.

7.04 The Company shall not be required to deliver any
fractional share of Common Stock but shall pay, in lieu thereof,
the fair market value (measured as of the date restrictions
lapse) of such fractional share to the Director (or the
Director's Beneficiary, if applicable).

7.05 Before the issuance or delivery of any shares of
Restricted Stock on which the restrictions have expired, the
Company shall require payment in cash by the Director of any
withholding taxes that the Company may be required by law to pay
with respect to the issuance or delivery of such shares.

7.06 Except as otherwise required by applicable
federal laws, this Plan shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Virginia.

Executed and adopted this 24th day of May, 1994,
pursuant to action taken by the Executive Committee of the Board
of Directors of Reynolds Metals Company at its meeting on
February 17, 1994, by the Board of Directors of Reynolds Metals
Company at its meeting on February 18, 1994, and by stockholders
at the Annual Meeting on April 20, 1994.

REYNOLDS METALS COMPANY

By Donald T. Cowles
Title: Executive Vice President,
Human Resources and External
Affairs

EXHIBIT 5

May 27, 1994

Reynolds Metals Company
6601 West Broad Street
Richmond, Virginia 23230

Gentlemen:

I am Vice President, General Counsel and Secretary of
Reynolds Metals Company (the "Company"). I, together with
attorneys acting under my supervision, have acted as counsel to
the Company in connection with, and have participated in the
preparation of, a Registration Statement on Form S-8 to be filed
with the Securities and Exchange Commission (the "Registration
Statement") relating to the registration under the Securities Act
of 1933 of 30,000 shares (the "Shares") of the Company's Common
Stock, without par value, to be offered under the Reynolds Metals
Company Restricted Stock Plan for Outside Directors (the "Plan").
I, or attorneys under my supervision, have reviewed the Plan and
such other documents as I have deemed appropriate for purposes of
this opinion.

Based on the foregoing, it is my opinion that the
Shares have been validly authorized and, when issued and
delivered in accordance with the terms of the Plan, will be
legally issued, fully paid and non-assessable.

I express no opinion as to the laws of jurisdictions
other than the laws of the Commonwealth of Virginia, the General
Corporation Law of the State of Delaware, and the federal laws of
the United States of America.

I consent to the reference to me under Item 5 in the
Registration Statement and to the filing of a copy of this
opinion as an exhibit to the Registration Statement.

Very truly yours,

D. Michael Jones

EXHIBIT 23.1

CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS

We consent to the reference to our firm under Item 3 in the
Registration Statement (Form S-8) and under the caption "Experts"
in the related Prospectus, pertaining to the Reynolds Metals
Company Restricted Stock Plan for Outside Directors and to the
incorporation by reference therein of our report dated February 18,
1994, with respect to the consolidated financial statements and
schedules of Reynolds Metals Company included in its Form 10-K for
the year ended December 31, 1993, filed with the Securities and
Exchange Commission.

Ernst & Young

May 23, 1994
Richmond, Virginia

EXHIBIT 24

1. Powers of Attorney from the following persons are attached:

William O. Bourke
Thomas A. Graves, Jr.
Gerald Greenwald
John R. Hall
Robert L. Hintz
David P. Reynolds
Robert J. Vlasic
Joe B. Wyatt
<PAGE>
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to sign any
and all Registration Statements on Form S-8, or on such other
form as may be appropriate (the "Statements"), for registration
of up to 30,000 shares of Common Stock, without par value, of the
Company to be issued and sold under the Reynolds Metals Company
Restricted Stock Plan for Outside Directors, and any and all
amendments (including post-effective amendments) to the
Statements, and to file the same, with all exhibits thereto, and
all prospectuses and documents in connection therewith, with the
Securities and Exchange Commission; granting unto each of said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or his or her
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

This Power of Attorney shall expire on the 31st day of
May, 1995.