REYNOLDS METALS CO, 10-K405, 1995-03-06

REYNOLDS METALS CO
10-K405, 1995-03-06
PRIMARY PRODUCTION OF ALUMINUM

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1994

Commission File Number 1-1430

REYNOLDS METALS COMPANY
A Delaware Corporation
(IRS Employer Identification No. 54-0355135)
6601 West Broad Street, P. O. Box 27003, Richmond, Virginia 23261-7003
Telephone: (804) 281-2000

Securities registered pursuant to Section 12(b) of the Act:

Name of Each Exchange
Title of Each Class on Which Registered
___________________ ________________________

Common Stock, no par value New York Stock Exchange
Chicago Stock Exchange

Preferred Stock Purchase Rights New York Stock Exchange
Chicago Stock Exchange
SM
7% PRIDES, Convertible Preferred Stock New York Stock Exchange
Chicago Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]

As of February 21, 1995:

(a) the aggregate market value of the voting stock held by nonaffiliates
of the Registrant was approximately $2.47 billion*.

(b) the Registrant had 62,185,902 shares of Common Stock outstanding and
entitled to vote.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the Annual Meeting of Stockholders to
be held on April 19, 1995 - Part III
_____________________
* For this purpose, "nonaffiliates" are deemed to be persons other than
directors, officers and persons owning beneficially more than five
percent of the voting stock. The amount reported includes the market
value of 7,400,930 shares of 7% PRIDES, Convertible Preferred Stock,
each entitled to 4/5 of a vote.

<PAGE>
NOTE

This copy includes only EXHIBITS 11 and 21 of those listed on pages 56 -
61.

In accordance with the Securities and Exchange Commission's requirements,
we will furnish copies of the remaining exhibits listed below upon payment
of a fee of 10 cents per page. Please remit the proper amount with your
request to:

Secretary
Reynolds Metals Company
P.O. Box 27003
Richmond, Virginia 23261-7003

Exhibits have the following number of pages:

EXHIBIT 3.1 77 EXHIBIT 10.13 7
EXHIBIT 3.2 19 EXHIBIT 10.14 7
EXHIBIT 4.1 77 EXHIBIT 10.15 12
EXHIBIT 4.2 19 EXHIBIT 10.16 13
EXHIBIT 4.3 165 EXHIBIT 10.17 1
EXHIBIT 4.4 6 EXHIBIT 10.18 2
EXHIBIT 4.5 74 EXHIBIT 10.19 1
EXHIBIT 4.6 2 EXHIBIT 10.20 1
EXHIBIT 4.7 2 EXHIBIT 10.21 1
EXHIBIT 4.8 2 EXHIBIT 10.22 4
EXHIBIT 4.9 2 EXHIBIT 10.23 3
EXHIBIT 4.10 10 EXHIBIT 10.24 3
EXHIBIT 4.11 14 EXHIBIT 10.25 3
EXHIBIT 4.12 9 EXHIBIT 10.26 3
EXHIBIT 4.13 33 EXHIBIT 10.27 2
EXHIBIT 4.14 23 EXHIBIT 10.28 1
EXHIBIT 4.15 89 EXHIBIT 10.29 10
EXHIBIT 4.16 12 EXHIBIT 10.30 10
EXHIBIT 10.1 21 EXHIBIT 10.31 13
EXHIBIT 10.2 16 EXHIBIT 10.32 6
EXHIBIT 10.3 19 EXHIBIT 10.33 2
EXHIBIT 10.4 6 EXHIBIT 10.34 2
EXHIBIT 10.5 3 EXHIBIT 10.35 1
EXHIBIT 10.6 3 EXHIBIT 10.36 3
EXHIBIT 10.7 3 EXHIBIT 10.37 3
EXHIBIT 10.8 2 EXHIBIT 10.38 2
EXHIBIT 10.9 7 EXHIBIT 23 1
EXHIBIT 10.10 6 EXHIBIT 24 25
EXHIBIT 10.11 10 EXHIBIT 27 1
EXHIBIT 10.12 14

<PAGE>
TABLE OF CONTENTS

PART I
ITEM PAGE

1. BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . 1
GENERAL . . . . . . . . . . . . . . . . . . . . . . . . 1
COMPETITION . . . . . . . . . . . . . . . . . . . . . . 5
Principal Competitors. . . . . . . . . . . . . . . . 5
Industry Conditions. . . . . . . . . . . . . . . . . 5
RAW MATERIALS AND PRECIOUS METALS . . . . . . . . . . . 5
Bauxite, Alumina and Related Materials . . . . . . . 5
Australia . . . . . . . . . . . . . . . . . . . . 6
Brazil. . . . . . . . . . . . . . . . . . . . . . 6
Guinea. . . . . . . . . . . . . . . . . . . . . . 6
Guyana. . . . . . . . . . . . . . . . . . . . . . 6
Jamaica . . . . . . . . . . . . . . . . . . . . . 6
Precious Metals. . . . . . . . . . . . . . . . . . . 7
ALUMINUM PRODUCTION . . . . . . . . . . . . . . . . . . 7
FABRICATING OPERATIONS. . . . . . . . . . . . . . . . . 8
ENERGY. . . . . . . . . . . . . . . . . . . . . . . . . 9
ENVIRONMENTAL COMPLIANCE. . . . . . . . . . . . . . . . 10
RESEARCH AND DEVELOPMENT. . . . . . . . . . . . . . . . 11
EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . 11
2. PROPERTIES. . . . . . . . . . . . . . . . . . . . . . . . 14
3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . 16
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . 17
4A. EXECUTIVE OFFICERS OF THE REGISTRANT. . . . . . . . . . . 18

PART II

5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . . 20
6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . 21
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . 22
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . 32
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE. . . . . . . . . . 55

PART III

10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. . . . 55
11. EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . . . 55
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . 55
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . . . 55

PART IV

14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . . . 56

<PAGE>
PART I

Item 1. BUSINESS

Reynolds Metals Company (the "Registrant") was incorporated in 1928 under
the laws of the State of Delaware. As used herein, "Reynolds" and
"Company" each means the Registrant and its consolidated subsidiaries
unless otherwise indicated.

GENERAL

Reynolds serves global markets as a supplier and recycler of aluminum and
other products, with its core business being as a vertically integrated
producer of a wide variety of value-added aluminum products. Reynolds
produces alumina, carbon products and primary and reclaimed aluminum,
principally to supply the needs of its fabricating operations. These
fabricating operations produce aluminum foil, sheet, plate, cans and
extruded products (including heat exchanger tubing, drive shafts, bumpers
and window systems), flexible packaging and wheels, among other items.
Reynolds 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.
Reynolds' largest market for its products is the packaging and containers
market, which includes consumer products. The Company also is engaged in
the distribution of aluminum and stainless steel and other non-aluminum
industrial products to a variety of markets. Reynolds operates a
one-of-a-kind facility which converts spent potliner from Reynolds' and
other producers' North American aluminum smelting operations into an
environmentally safe material with potential for recycling. Since 1986,
the Company has been a gold producer through operations in Western
Australia; however, it sold a portion of those operations in 1994 and is
considering the sale of its remaining gold operations. See the discussion
below under this Item.

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

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 (including Reynolds
Wrap), laminated and printed foil and aluminum building products. Finished
Products and Other Sales also includes the sale of plastic bags and food
wraps (for example, Reynolds Plastic Wrap, Reynolds Crystal Color Plastic
Wrap, Reynolds Oven Bags and Presto disposer bags), plastic lidding and
container products, plastic film packaging, Reynolds Freezer Paper,
Reynolds Baker's Choice baking cups, Reynolds Cut-Rite wax paper and wax
paper sandwich bags, composite and non-aluminum building products, and
printing cylinders and machinery.

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, cast products and other aluminum
products. Examples of flat rolled products include aluminum can sheet and
machined plate. Examples of extruded and drawn products include heat
exchanger tubing, drive shafts and bumpers. Examples of cast products
include aluminum wheels. Production and Processing also includes the
treatment of spent potliner and the sale of gold and other non-aluminum
products, technology, and various licensing, engineering and other services
related to the production and processing of aluminum.

In June, 1994, Reynolds acquired Bev-Pak, Inc. and its aluminum beverage
can and end manufacturing facility in Monticello, Indiana. The purchase
increased Reynolds' U.S. aluminum can- and end-making capacity by
approximately 15 and 20 percent, respectively, to approximately 19 billion
cans and 21 billion ends annually.

In July, 1994, Reynolds completed the sale of Reynolds Australia Metals,
Ltd., which held a 40% interest in the Boddington Gold Mine in Western
Australia, to PosGold (BGM) Pty Ltd., a subsidiary of Poseidon Gold
Limited. Proceeds have been used to repay debt and for reinvestment in
Reynolds' value-added businesses.

Reynolds acquired the metals distribution business of Prime Metals, Inc.,
in August, 1994. Reynolds is operating the business, which distributes
aluminum and stainless steel mill products through six facilities located
in Atlanta, Georgia; Dallas, Texas; Cleveland, Ohio; Detroit and Grand
Rapids, Michigan; and Kansas City, Missouri, as part of its Reynolds
Aluminum Supply Company division.

Also in August, 1994, Reynolds acquired The United States Shoe
Corporation's facility in Beloit, Wisconsin. Reynolds is modifying and
equipping the facility for the manufacture of aluminum wheels, with
production expected to begin in the second quarter of 1995.

<PAGE>

Information on shipments and net sales by classes of similar products is
shown in Table 1.

<TABLE>
TABLE 1
<CAPTION>
Net Sales and Shipments

Net Sales Shipments
(in millions) (metric tons in thousands)
_______________________________ __________________________
1994 1993 1992 1994 1993 1992
_______________________________ __________________________

Finished products and other sales
Packaging and containers:
Aluminum $1,583.2 $1,262.3 $1,357.2 358.5 267.9 268.3
Non-aluminum 529.5 511.0 522.6
Other aluminum 449.1 359.2 339.9 151.1 123.6 111.1
Other non-aluminum 478.5 395.6 362.5
_______________________________ __________________________

3,040.3 2,528.1 2,582.2 509.6 391.5 379.4
_______________________________ __________________________

2,838.8 2,741.1 3,010.4 1,063.0 1,102.4 1,094.7
_______________________________ __________________________

Net Sales $5,879.1 $5,269.2 $5,592.6 1,572.6 1,493.9 1,474.1

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

Revenues per pound
__________________

Fabricated aluminum
products $1.48 $1.45 $1.61

Primary aluminum $0.72 $0.56 $0.60

</TABLE>

Financial information relating to Reynolds' operations and identifiable
assets by major operating and geographic areas is presented in Note P to
the consolidated financial statements in Item 8 of this report.

Reynolds' products are generally sold to producers and distributors of
industrial and consumer products in various markets. Information on sales
of products by principal geographic and business markets is shown in Tables
2 and 3.

TABLE 2

Principal Geographic Markets

Approximate
Percentage of Sales
_______________________________

1994 1993 1992
____ ____ ____

United States 77% 75% 75%

Canada 6 6 5

Other (Principally Europe) 17 19 20
____ ____ ____

Total 100% 100% 100%

TABLE 3

Principal Business Markets

Approximate
Percentage of Sales
_______________________________

1994 1993 1992
____ ____ ____

Packaging and Containers 45% 45% 45%

Distributors and Fabricators 13 13 15

Building and Construction 13 12 12

Automotive and Transportation 12 11 11

Electrical* 3 3 5

Other 14 16 12

____ ____ ____

Total 100% 100% 100%

_________________
*Reynolds sold its North American electrical cable operations in September,
1992.
COMPETITION

Principal Competitors

Reynolds' 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 producers. Reynolds and many other companies
produce reclaimed aluminum.

In the sale of semifinished and finished products, Reynolds competes with
(i) other producers of primary and reclaimed aluminum, which are also
engaged in fabrication, (ii) other fabricators of aluminum and other
products, (iii) other producers of plastic products and (iv) metals service
center companies engaged in the distribution of aluminum and other
products. Reynolds' principal competitors in Europe are seven major
multinational producers and a number of smaller European producers of
aluminum semifabricated products. Aluminum and related products compete
with various products, including those made of iron, steel, copper, zinc,
tin, titanium, lead, glass, wood, plastic, magnesium and paper. Plastic
products compete with products made of glass, aluminum, steel, paper, wood
and ceramics, among others. Competition is based upon price, quality and
service.

Industry Conditions

A worldwide oversupply of aluminum, caused by high exports beginning in
1990 from the Commonwealth of Independent States ("CIS") (mostly from
Russia), start-up of substantial new capacity in the industry and economic
weakness, severely depressed the price of aluminum on world commodity
markets. This supply-demand imbalance, with its resultant effect on
prices, dramatically affected the aluminum industry and the Company.
Multilateral government negotiations were commenced in late 1993 to develop
strategies to integrate the CIS aluminum industries into the world market.
A Memorandum of Understanding relating to primary aluminum supply-demand
conditions and international trade in aluminum was agreed to by the
governments of six major aluminum producing countries in March, 1994. If
the negotiations had not been successful, the likely alternatives would
have been unilateral trade sanctions (including, for example, import quotas
and anti-dumping actions). Subsequently, European quotas on Russian
aluminum imports were permitted to expire and no anti-dumping actions were
filed in the United States.

RAW MATERIALS AND PRECIOUS METALS

Bauxite, Alumina and Related Materials

Bauxite, the principal raw material used in the production of aluminum, is
refined into alumina, which is then reduced by an electrolytic process into
primary aluminum.

Reynolds' bauxite requirements and a portion of its alumina requirements
are met from sources outside the United States.

Reynolds has long-term arrangements to obtain bauxite at negotiated prices
from sources in Australia, Brazil and Guinea. Reynolds also has a
long-term arrangement with the U.S. government under which Reynolds has
agreed to purchase at a negotiated price an aggregate of approximately
1,250,000 long dry tons of Jamaican bauxite stored next to Reynolds'
Sherwin alumina plant near Corpus Christi, Texas, for the period 1995
through 1998.

Reynolds refines bauxite into alumina at its Sherwin alumina plant.
Reynolds also acquires alumina from two joint ventures in which it has
interests, one located in Western Australia, known as the Worsley Joint
Venture ("Worsley"), and the other located in Stade, Germany, known as
Aluminium Oxid Stade ("Stade"). See Table 4 under this Item and the
discussion of Worsley under "Australia".

Production and purchases of bauxite and production of alumina are adjusted
from time to time in response to changes in demand for primary aluminum and
other factors. Reynolds has reduced production at its Sherwin plant in
connection with the curtailment of operations at its U.S. primary aluminum
production plants. See "Aluminum Production". At December 31, 1994, the
Sherwin plant was operating at 65% of capacity.

Australia

In December, 1994, Reynolds acquired from The Shell Company of
Australia an additional 6% interest in Worsley, increasing Reynolds'
interest in the joint venture to 56%. Worsley has a rated capacity of
1,700,000 metric tons of alumina per year (expandable to 2,700,000
metric tons per year). Worsley has proven bauxite reserves sufficient
to operate the alumina plant at its rated capacity (taking into
account future expansions to increase rated capacity to up to
2,700,000 metric tons per year) for at least the next 50 years. The
joint venture has no specified termination date.

Reynolds has a long-term purchase arrangement under which it may
purchase from a third party an aggregate of approximately 18,800,000
dry metric tons of Australian bauxite for the period 1995 through
2021. Of this amount, Reynolds has agreed to purchase 1,000,000 dry
metric tons annually through 1996.

Brazil

Reynolds and various other companies are participants in the Trombetas
bauxite mining project in Brazil. Reynolds has a 5% equity interest
in the project and has agreed to purchase an aggregate of
approximately 2,000,000 dry metric tons of Brazilian bauxite from the
project for the period 1995 through 1999.

Reynolds is also maintaining an interest in other, undeveloped bauxite
deposits in Brazil.

Guinea

Reynolds owns a 6% interest in Halco (Mining), Inc. ("Halco"). Halco
owns 51% and the Guinean government owns 49% of Compagnie des Bauxites
de Guinee ("CBG"), which has the exclusive right through 2038 to
develop and mine bauxite in a 10,000 square-mile area in northwestern
Guinea. Reynolds has a bauxite purchase contract with CBG which will
provide Reynolds with an aggregate of approximately 8,800,000 dry
metric tons of Guinean bauxite for the period 1995 through 2011.

Guyana

Reynolds and the Guyanese government each owns a 50% interest in a
bauxite mining project in the Berbice region of Guyana. Reynolds has
a bauxite purchase contract under which it has agreed to purchase
800,000 dry metric tons of Guyanese bauxite from the project in 1995.

Jamaica

Reynolds has a purchase arrangement under which it has agreed to
purchase from a third party up to 1,500,000 dry metric tons of
Jamaican bauxite in 1995.

Reynolds' present sources of bauxite and alumina are more than adequate to
meet the forecasted requirements of its primary aluminum production
operations for the foreseeable future. To utilize excess alumina capacity,
Reynolds enters into third-party sales arrangements. Reynolds also enters
into arrangements to sell bauxite in excess of its needs to third parties.

Other materials used in making aluminum are either purchased from others or
supplied from Reynolds' carbon products plants in Baton Rouge and Lake
Charles, Louisiana.

Precious Metals

The Company's remaining gold mining assets consist principally of mines in
the Marvel Loch and Southern Cross areas and the Mt. Gibson gold project
near Dalwallinu, all in Western Australia, and exploration activities
underway in Western Australia and the Northern Territory. The operations
are managed by Reynolds Australian Gold Operations, Ltd., based in Perth.
These operations produced 217,000 ounces of gold in 1994.

ALUMINUM PRODUCTION

Reynolds owns and operates three primary aluminum production plants in the
United States and one located at Baie Comeau, Quebec, Canada. Reynolds is
also entitled to a share of the primary aluminum produced at three joint
ventures in which it participates, one located in Quebec, Canada, known as
the Becancour joint venture ("Becancour"), one located in Hamburg, Germany,
known as Hamburger Aluminium-Werk GmbH ("Hamburg"), and the third in Ghana,
Africa, known as Volta Aluminium Company Limited ("Ghana"). See Table 5
(and related notes) under this Item for information on these primary
aluminum production plants. Reynolds also buys primary aluminum on the
open market.

Production at the primary aluminum plants listed in Table 5 can vary due to
a number of factors, including changes in worldwide supply and demand. Due
to the worldwide aluminum supply-demand imbalance, Reynolds has idled a
total of 209,000 metric tons, or 21%, of its 998,000 metric tons of primary
aluminum capacity. Reynolds temporarily shut down 88,000 metric tons of
primary aluminum production capacity at its Massena, New York (41,000
metric tons) and Longview, Washington (47,000 metric tons) plants,
effective in the fourth quarter of 1993, and its Troutdale, Oregon plant,
with a capacity of 121,000 metric tons, has been idle since 1991. At
December 31, 1994, the U.S. plants listed in Table 5 were operating
collectively at a rate of 53% of capacity; Ghana (in which Reynolds has a
10% equity interest), where production has been curtailed by drought (see
"Energy") since September, 1994, was operating at 70% of capacity; and all
other plants listed in Table 5 were operating at full capacity. See Table
6 under this Item. In order to balance its alumina supply system, Reynolds
has temporarily reduced production at its Sherwin alumina plant in Texas in
connection with the curtailments. See "Raw Materials and Precious Metals -
Bauxite, Alumina and Related Materials".

Reynolds has an 8% equity interest in C.V.G. Aluminio del Caroni, S.A.,
which produces primary aluminum in Venezuela.

Reynolds has agreed to acquire a 10% equity interest in the Aluminum
Smelter Company of Nigeria (ALSCON), with the Nigerian government and
private interests holding the remaining equity. As part of the
arrangement, Reynolds will purchase at market-related prices 140,000 metric
tons of primary aluminum annually from a 180,000 metric ton smelter being
constructed by ALSCON in Nigeria.

Reynolds produces reclaimed aluminum from aluminum scrap at its facilities
located in Bellwood, Virginia and Sheffield, Alabama, and at a facility in
which it has a 99.5% equity interest located in Isernia, Italy. See Table
6 under this Item. Scrap for the U.S. facilities is obtained through
Reynolds' nationwide recycling network and other scrap purchases and from
Reynolds' manufacturing operations. Scrap for the Italian facility is
obtained through scrap purchases. In 1994, Reynolds obtained approximately
303,600 metric tons of recycled aluminum from its recycling network and
other scrap purchases.

FABRICATING OPERATIONS

Reynolds' semifinished and finished aluminum products and non-aluminum
products are produced at numerous domestic and foreign plants wholly or
partly owned by Reynolds. These plants are included in Table 7 under Item
2 of this report. The annual capacity of these plants depends upon the
variety and type of products manufactured.

In line with its strategic emphasis on growth opportunities in its core
downstream fabricating operations serving the packaging, consumer products,
aluminum can, transportation, building and construction, and infrastructure
markets, Reynolds has over the past three years:

- - continued to upgrade and modernize its extrusion, sheet, plate, foil,
can, plastics and flexible packaging manufacturing facilities,
particularly facilities for production of such value-added products as
household foil, packaging, can sheet and components for the
transportation industry;

- - substantially increased marketing support behind its flagship Reynolds
Wrap brand;

- - increased PVC film capacity by 20% in 1992-1993 to serve the growing
Reynolon shrink film as well as consumer and foodservice film markets;

- - announced in 1994 plans for an expansion at its Grottoes, Virginia
plastics manufacturing plant that will increase capacity by
approximately 20%;

- - introduced new products, including Regard stretch pallet overwrap film
(manufactured by Presto Products Company) and Reynolds Micro-Redi
microwavable containers, both in 1992, and, in 1993, a complete line
of Diamond plastic wraps and bags for selected international markets;

- - acquired in 1994 assets to expand its printing cylinder and engraving
business;

- - acquired in 1993 Miller Brewing Company's aluminum can and end
manufacturing operations, increasing its U.S. can-making capacity by
almost 50%;

- - acquired in 1994 Bev-Pak, Inc. and its aluminum beverage can and end
manufacturing facility in Monticello, Indiana, increasing the
Company's U.S. aluminum can- and end-making capacity by approximately
15 and 20 percent, respectively, to approximately 19 billion cans and
21 billion ends annually;

- - completed an expansion in 1992 of a joint venture facility to produce
aluminum cans in Brazil and began a further expansion of the facility
in 1993;

- - continued in 1994 construction of two joint venture can plants, one in
Brazil and one in Chile;

- - announced in 1994 plans to further expand its overseas can-making
capacity by participating in the construction of joint venture can
plants in Brazil (the third in that country), Argentina and Saudi
Arabia;

- - completed in 1994 a 70% expansion of its Tampa can plant;

- - developed new types of, and applications for, aluminum cans;

- - commercialized in 1993 Spin Flow can necking technology (developed by
Reynolds in conjunction with Ball Corporation) for forming the neck of
aluminum cans at high speeds;

- - increased its investment in manufacturing equipment and facilities for
composite, vinyl and plastic building products;

- - completed in 1992 an expansion at its McCook plant in Illinois,
increasing machined aluminum plate capacity by 50% to serve the
automotive, aircraft and aerospace industries;

- - entered into an agreement with Mitsubishi Materials Corporation,
Mitsubishi Aluminum Co., Ltd. and Mitsubishi Corporation, and an
agreement with Sumitomo Light Metal Industries, Ltd., to pursue joint
research and development work on new technologies and processes in the
production of aluminum extrusion and sheet applications, respectively,
for the worldwide automotive industry, both in 1992;

- - completed an expansion of a jointly-owned aluminum wheel plant in
Ontario, Canada in 1992;

- - purchased in 1994 a facility in Beloit, Wisconsin, which it is
modifying and equipping for the manufacture of aluminum wheels with
production expected to begin in the second quarter of 1995;

- - in 1994 began production of aluminum automotive extruded components at
a new fabricating plant in Auburn, Indiana;

- - acquired in 1994 the metals distribution business of Prime Metals,
Inc., allowing the Company to broaden the geographic processing and
service capabilities of its Reynolds Aluminum Supply Company metals
distribution business;

- - announced in 1994 a major, multi-year capital program to build a new
aluminum foil rolling mill at its Louisville, Kentucky plant which
will increase annual capacity at the plant by about 25%; and

- - announced in January, 1995 that Reynolds and AMAG Austria had reached
agreement for Reynolds to purchase the aluminum extrusion operations
of AMAG's wholly owned subsidiary, Wexal International Ltd., in
Ireland.

ENERGY

Reynolds consumes substantial amounts of energy in refining bauxite into
alumina and in reducing alumina to aluminum.

Alumina is produced by a process requiring high temperatures at various
stages. These temperatures are achieved by burning natural gas or coal at
the alumina plants. Natural gas and coal are purchased under long- and
short-term contracts. See Table 4 under this Item.

Primary aluminum is produced from alumina by an electrolytic process
requiring large amounts of electric power. Electricity required for
Reynolds' primary aluminum production plants is purchased under long-term
contracts. See Table 5 under this Item.

Reynolds expects to meet its energy requirements for primary aluminum
production for the foreseeable future under long-term contracts. Under
these contracts, however, Reynolds may experience shortages of
interruptible power from time to time at its Washington, Oregon, New York
and Ghana reduction plants. Production at Ghana is dependent on
hydroelectric power and has from time to time been curtailed by drought.

The Bonneville Power Administration ("BPA"), which serves the Company's
Troutdale, Oregon and Longview, Washington primary aluminum production
plants, is expected to propose in April, 1995, an increase in the base rate
that it will charge for electricity and to put an increase into effect on
January 1, 1996. The magnitude of that increase, its duration, and the
ultimate impact on the Company cannot be predicted with certainty, due in
large part to ongoing political, regulatory and judicial developments
relating to remedial measures required in the Pacific Northwest to conserve
certain types of salmon listed as endangered species and the effect of such
measures on BPA's hydroelectric operations. The uncertain outlook for
BPA's rates may cause the Company to seek alternate sources of power. The
Company would also have to consider whether paying increased power rates
for its smelter operations in the Northwest would be prudent under
prevailing economic conditions. Further increases in power rates which are
already relatively high by worldwide standards could jeopardize the
long-term competitiveness of the Company's Troutdale and Longview plants.

ENVIRONMENTAL COMPLIANCE

Reynolds has spent and will spend substantial capital and operating amounts
relating to ongoing compliance with environmental laws. The area of
environmental management, including environmental controls, continues to be
in a state of scientific, technological and regulatory evolution.
Consequently, it is not possible for Reynolds to predict accurately the
total expenditures necessary to meet all future environmental requirements.
Reynolds expects, however, to add or modify environmental control
facilities at a number of its worldwide locations to meet existing and
certain anticipated regulatory requirements, including regulations to be
implemented under the Clean Air Act Amendments of 1990 (the "Clean Air
Act").

Based on information currently available, Reynolds estimates that
compliance with the Clean Air Act's hazardous air pollutant standards would
require in excess of $250 million of capital expenditures (including a
portion of the expenditures at Reynolds' Massena plant referred to below)
beginning in the latter half of this decade, primarily at Reynolds' U.S.
primary aluminum production plants. The ultimate effect of the Clean Air
Act on such plants and Reynolds' other operations (and the actual amount of
any such capital expenditures) will depend on how the Clean Air 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. In October, 1994, based on an agreement in
principle with the State of New York to resolve environmental issues at its
Massena, New York primary aluminum production plant, Reynolds approved a
five-year capital spending program of an estimated $150 million to $200
million to modernize the Massena plant and significantly reduce air
emissions from the plant. Reynolds will accelerate certain expenditures
believed necessary to achieve compliance with the Clean Air Act's Maximum
Achievable Control Technology standards, although the U.S. Environmental
Protection Agency (the "EPA") is not expected to establish such standards
until 1996 or 1997. (See the related discussion in Item 3 of this report.)

Capital expenditures for equipment designed for environmental control
purposes were approximately $63 million in 1992, $55 million in 1993 and
$34 million in 1994. The portion of such amounts expended in the United
States was $57 million in 1992, $47 million in 1993 and $15 million in
1994. Expenditures in 1992, 1993 and 1994 included $32 million, $19
million and $1 million, respectively, for construction of Reynolds'
facility in Arkansas that converts spent potliner from Reynolds' and other
producers' aluminum smelting operations into an environmentally safe
material with potential for recycling. Reynolds estimates that annual
capital expenditures for environmental control facilities will be
approximately $55 million in 1995, $57 million in 1996 and $95 million in
1997, the majority of such expenditures being associated with the capital
spending program referred to above at Reynolds' Massena plant. Future
capital expenditures for environmental control facilities cannot be
predicted with accuracy for the reasons cited above; however, it may be
expected that environmental control standards will become increasingly
stringent and that the expenditures necessary to comply with them could
increase substantially.

Reynolds 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
("Superfund") and similar state laws regarding the past disposal of wastes
at approximately 40 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) may be
required to bear all of such costs regardless of fault, legality of the
original disposal or ownership of the disposal site. In addition, Reynolds
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 ("PCBs") at its Massena, New York primary aluminum production
plant which requires remediation. On December 16, 1994, the EPA added
Reynolds' Troutdale, Oregon primary aluminum production plant to the
National Priorities List of Superfund sites; the Company is working
cooperatively with the EPA in investigating potential environmental
contamination at the Troutdale site. At most of the 40 sites referred to
above where Reynolds has been identified as a PRP, it is one of many PRPs,
and its share of the anticipated cleanup costs is expected to be small.
With respect to certain other sites (not included in the foregoing number)
where Reynolds has been identified as a PRP, Reynolds has either fully or
substantially settled or resolved actions related to such sites at minimal
cost or believes that it has no responsibility with regard to them.
Reynolds has been notified that it may be a PRP at certain additional
sites.

Reynolds' policy is to accrue remediation costs when it is probable that
remedial efforts will be required and the related costs can be reasonably
estimated. On a quarterly basis, Reynolds evaluates the status of all
sites, develops or revises estimates of costs to satisfy known remediation
requirements and adjusts its accruals accordingly. At December 31, 1994,
the accrual for known remediation requirements was $272 million. This
amount reflects management's best estimate of Reynolds' ultimate liability
for such costs. Potential insurance recoveries are not expected to be
material and therefore have not been considered. As a result of such
factors as the developing nature of administrative standards promulgated
under Superfund and other environmental laws; the unavailability of
information regarding the condition of potential sites; the lack of
standards and information for use in the apportionment of remedial
responsibilities; the numerous choices and costs associated with diverse
technologies that may be used in remedial actions at such sites; the
availability of insurance coverage; the ability to recover indemnification
or contribution from third parties; and the time periods over which
eventual remediation may occur, estimated costs for future environmental
compliance and remediation are necessarily imprecise and it is not possible
to predict the amount or timing of future costs of environmental
remediation which may subsequently be determined. Based on information
currently available, it is management's opinion that such future costs are
not likely to have a material adverse effect on Reynolds' competitive or
financial position or its ongoing results of operations. However, such
costs could be material to future quarterly or annual results of
operations.

See the discussion under "Costs and Expenses - Environmental Matters" in
Item 7, and under Note N to the consolidated financial statements in Item
8, of this report regarding the Company's anticipated costs of
environmental compliance.

RESEARCH AND DEVELOPMENT

Reynolds engages in a continuous program of basic and applied research and
development. This program deals with new and improved materials, products,
processes and related environmental compliance technologies. It includes
the development and expansion of products and markets which benefit from
aluminum's light weight, strength, resistance to corrosion, ease of
fabrication, high heat and electrical conductivity, recyclability and other
properties. Materials involving aluminum, plastics, ceramics and various
polymers and their processing are also included in the scope of Reynolds'
research and development activity. Expenditures for Reynolds-sponsored
research and development activities were approximately $38 million in 1992,
$36 million in 1993 and $38 million in 1994.

Reynolds owns numerous patents relating to its products and processes based
predominantly upon its in-house research and development activities. The
patents owned by Reynolds, or under which it is licensed, generally concern
particular products or manufacturing techniques. Reynolds' business is
not, however, materially dependent on patents.

EMPLOYEES

At December 31, 1994, Reynolds had approximately 29,000 employees.

TABLE 4
Alumina Plants and Energy Supply

Rated
Capacity(a) at Principal
December 31, 1994 Energy Energy Contract
Plant Metric Tons Purchased(b) Expiration Date
______ _________________ ____________ _______________

Corpus Christi, Texas 1,600,000(c) Natural Gas 1995 (d)

Worsley, Australia 952,000(e) Coal 2002

Stade, Germany 375,000(e) Natural Gas 1996

TABLE 5
Primary Aluminum Production Plants and Energy Supply

Rated
Capacity(a) at Principal
December 31, 1994 Energy Energy Contract
Plant Metric Tons Purchased(b) Expiration Date
______ _________________ ____________ _______________

Baie Comeau, Canada 400,000 Electricity 2011 and 2014

Longview, Washington 204,000(f) Electricity 2001

Massena, New York 123,000(f) Electricity 2013(g)

Troutdale, Oregon 121,000(f) Electricity 2001

Becancour, Canada 90,000(h) Electricity 2014

Hamburg, Germany 40,000(h) Electricity 2000

Ghana, Africa 20,000(h) Electricity 1997(i)

TABLE 6
Aluminum Capacity and Production

(Metric Tons)

Primary Aluminum(j) Reclaimed Aluminum(k)
________________________________ ________________________

Rated Rated
Year Capacity(a),(f) Production(f) Capacity(a) Production
____ _______________ _____________ ___________ __________

1992 991,000 880,000 510,000 445,000

1993 991,000 869,000 462,000 386,000

1994 998,000 792,000 491,000 409,000

NOTES TO TABLES 4, 5, and 6.

(a) Ratings are estimates at the end of the period based on designed
capacity and normal operating efficiencies and do not
necessarily represent maximum possible production.

(b) See "Energy".

(c) In order to balance its alumina supply system, Reynolds has
reduced production at its Sherwin alumina plant near Corpus
Christi, Texas in connection with the curtailment of operations
at its U.S. primary aluminum plants. See "Aluminum Production".
At December 31, 1994, the Sherwin plant was operating at 65% of
capacity.

(d) At current production levels, approximately 50% of the plant's
natural gas requirements is purchased under a nine-month
contract and the remainder is purchased under other short-term
contracts. Additional natural gas requirements that might arise
at higher production levels would also be purchased under
short-term contracts. The base term of the nine-month contract
referred to above will conclude in August, 1995, but the
contract will extend from month to month unless terminated by
one of the parties.

(e) Reynolds is entitled to 56% of the production of Worsley and 50%
of the production of Stade. Capacity figures reflect Reynolds'
share.

(f) Reynolds curtailed 70,500 metric tons of production at its
Troutdale primary aluminum plant in the third quarter of 1991
and the remainder of the plant's capacity in the fourth quarter
of 1991. The Troutdale plant remains idle. Reynolds curtailed
an aggregate of 88,000 metric tons of primary aluminum
production capacity at its Massena (41,000 metric tons) and
Longview (47,000 metric tons) plants effective in the fourth
quarter of 1993. See "Aluminum Production".

(g) The power contract terminates in 2013, subject to earlier
termination by the supplier in 2003 if its federal license for a
hydroelectric project is not renewed.

(h) Reynolds is entitled to 25% of the production of Becancour,
33-1/3% of the production of Hamburg, and 10% of the production
of Ghana. Capacity figures reflect Reynolds' share. Production
at Ghana has been curtailed since September, 1994 by drought.
See "Aluminum Production" and "Energy". At December 31, 1994,
Ghana was operating at 70% of capacity.

(i) The power contract provides for a 20-year extension at the
option of the smelter owners.

(j) Production is from Reynolds' primary aluminum production
operations listed in Table 5.

(k) Production through the second quarter of 1993 is from Reynolds'
Bellwood, Virginia; Sheffield, Alabama; and Benton Harbor,
Michigan reclamation facilities. Reynolds sold its Benton
Harbor, Michigan facility in the second quarter of 1993.
Production in 1994 includes the Isernia, Italy reclamation
facility, in which Reynolds has a 99.5% equity interest.

Item 2. PROPERTIES

For information on the location and general nature of Reynolds' principal
domestic and foreign properties, see Item 1, BUSINESS. Table 7 lists as of
February 15, 1995 Reynolds' wholly-owned domestic and foreign operations
and shows the domestic and foreign locations of operations in which
Reynolds has interests. Facilities that are under construction or for
other reasons have not begun production are not listed. The properties
listed are held in fee except as otherwise indicated. Properties held
other than in fee are not, individually or in the aggregate, material to
Reynolds' operations and the arrangements under which such properties are
held are not expected to limit their use. Reynolds believes that its
facilities are suitable and adequate for its operations. With the
exception of the Longview, Massena, Troutdale and Ghana primary aluminum
production plants and the Sherwin alumina plant, as explained above, there
is no significant surplus or idle capacity at any of Reynolds' major
manufacturing facilities.

TABLE 7

Wholly-Owned Domestic and Foreign Operations

Manufacturing, Mining and Distribution

Alumina: Recycling:
Corpus Christi, Texas Recycling Plants and
Malakoff, Texas Centers (U.S.)(662)**

Calcined Coke: Reclamation:
Baton Rouge, Louisiana Sheffield, Alabama (2)
Lake Charles, Louisiana Bellwood, Virginia

Carbon Anodes: Mill Products:
Lake Charles, Louisiana Sheffield, Alabama
McCook, Illinois
Primary Aluminum: Bellwood, Virginia
Massena, New York Cap-de-la-Madeleine,
Troutdale, Oregon Quebec, Canada
Longview, Washington Hamburg, Germany***
Baie Comeau, Quebec, Canada Latina, Italy

Aluminum Cans:
Spent Potliner Treatment: San Francisco, California
Gum Springs, Arkansas Torrance, California
Tampa, Florida
Extruded Products: Moultrie, Georgia
Auburn, Indiana Honolulu, Hawaii
Louisville, Kentucky Monticello, Indiana (cans and ends)
El Campo, Texas Kansas City, Missouri
Ashland, Virginia* Fulton, New York
Bellwood, Virginia Middletown, New York
Richmond Hill, Ontario, Canada Reidsville, North Carolina (cans and ends)
Ste. Therese, Quebec, Canada Salisbury, North Carolina
Nachrodt, Germany* Fort Worth, Texas
Harderwijk, Netherlands Houston, Texas
Lelystad, Netherlands Seattle, Washington
Maracay, Venezuela Milwaukee, Wisconsin
Rocklin, California (ends)
Bristol, Virginia (ends)
Guayama, Puerto Rico

Powder and Paste: Printing Cylinders:
Louisville, Kentucky Longmont, Colorado*
Atlanta, Georgia*
Electrical Rod: Clarksville, Indiana*
Becancour, Quebec, Canada Louisville, Kentucky (2)
Newport, Kentucky*
Foil Feed Stock: Battle Creek, Michigan*
Hot Springs, Arkansas St. Louis, Missouri
Fulton, New York*
Packaging and Consumer Wilmington, North Carolina*
Products: Exton, Pennsylvania*
Beacon Falls, Connecticut Franklin, Tennessee*
Louisville, Kentucky Richmond, Virginia (2)
Mt. Vernon, Kentucky Toronto, Ontario, Canada
Sparks, Nevada*
Downingtown, Pennsylvania Reynolds Aluminum Supply
Lewiston, Utah Company:
Bellwood, Virginia Service Centers (U.S.)(27)**
Grottoes, Virginia Processing Centers (U.S.)(3)**
Richmond, Virginia
South Boston, Virginia Gold:
Appleton, Wisconsin (2) Marvel Loch, Southern Cross
Little Chute, Wisconsin and Mt. Gibson, Western
Weyauwega, Wisconsin Australia, Australia
Rexdale, Ontario, Canada*
Cap-de-la-Madeleine, Research and Development
Quebec, Canada
Latina, Italy Richmond, Virginia:
Can Division Headquarters
Building and Construction Corporate Research
Products: and Development
Eastman, Georgia* Central Laboratories
Bourbon, Indiana Packaging Technology
Ashville, Ohio
Lynchburg, Virginia Corpus Christi, Texas:
Weston, Ontario, Canada Alumina Technology
Merxheim, France*
Nachrodt, Germany Sheffield, Alabama:
Dublin, Ireland* Manufacturing Technology
Harderwijk, Netherlands Laboratory
Lisburn, Northern Ireland*
Service Centers (U.S.)(47)**
Service Centers (Canada) (11)**

Wheels:
Ferrara, Italy

Can Machinery and Systems:
Richmond, Virginia

Other Operations
In Which Reynolds Has Interests

Australia: Guinea:
Bauxite, alumina Bauxite

Belgium: Guyana:
Building products, extrusions Bauxite*

Brazil: Italy:
Bauxite, aluminum cans Reclamation
and ends, recycling
Russia:
Canada: Foil feed stock
Primary aluminum, electric
power generation, aluminum Spain:
wheels Mill products, extrusions, foil,
packaging and consumer products,
Colombia: printing cylinders
Mill products, extrusions,
foil Venezuela:
Primary aluminum, mill products,
Egypt: foil, aluminum cans and ends,
Extrusions recycling, aluminum wheels

Germany:
Alumina, primary aluminum*

Ghana:
Primary aluminum*

____________________________
* Leased.
** Recycling Plants and Centers - 653 leased.
Building and Construction Products Service Centers - 56 leased.
Reynolds Aluminum Supply Company Service Centers - 19 leased.
Reynolds Aluminum Supply Company Processing Centers - 1 leased.
*** Held under an installment purchase arrangement.

The titles to Reynolds' various properties were not examined specifically
for this report.

Item 3. LEGAL PROCEEDINGS

On July 29, 1992, the U.S. Environmental Protection Agency (the "EPA")
filed an administrative complaint against the Registrant alleging paperwork
violations and failure to determine whether certain materials in storage
constituted hazardous wastes under the federal Resource Conservation and
Recovery Act and state hazardous waste regulations at the Registrant's
Longview, Washington primary aluminum production plant. The EPA sought
$296,000 in civil penalties. Based on the Registrant's response to the
complaint, the EPA dropped certain claims and amended others. The parties
agreed to a settlement of the matter under which the Registrant has paid a
penalty of $11,250 and has installed certain parts washing stations at the
Longview plant.

On June 10, 1988, the Atlantic States Legal Foundation ("Atlantic States")
filed suit against the Registrant in the U.S. District Court for the
Western District of New York (the "Court") under the "citizen suit"
provision of the federal Clean Water Act. The State of New York intervened
in the case on December 1, 1989. The suit involved the discharge of
substances from the Registrant's Massena, New York primary aluminum
production plant. An agreement of the parties to settle the suit for
payments by the Registrant aggregating $515,000, resolving claims for
penalties and other costs, was approved by the Court on May 12, 1992;
however, the Court retained jurisdiction of the matter. In a letter dated
April 12, 1993, Atlantic States informed the Registrant that it has
withdrawn its waiver of enforcement, citing violations at the Massena plant
of interim effluent limits contained in the settlement agreement and other
effluent limit violations. Atlantic States has stated that it would be
providing the Registrant a settlement offer concerning such violations,
which the Registrant to date has not received.

On November 9, 1993, counsel for the St. Regis Mohawk Tribe served the
Registrant with a notice of intent to file a citizen suit for alleged
violations of the federal Clean Air Act and certain New York state air
emission standards at the Registrant's Massena, New York primary aluminum
production plant. Subsequently, the State of New York alleged that the
Registrant's emissions were causing a violation of certain state air
emission standards. In October, 1994, based on an agreement in principle
with the State to resolve environmental issues at the plant, the Registrant
approved a five-year capital spending program of an estimated $150 million
to $200 million to modernize the Massena plant and significantly reduce air
emissions from the plant. The Registrant will accelerate certain
expenditures believed necessary to achieve compliance with the MACT
standards, although the EPA is not expected to establish such standards
until 1996 or 1997. See the discussion of Clean Air Act compliance costs
in Item 1 under the caption "Environmental Compliance".

On August 29, 1994, the Registrant received a civil investigative demand
from the U.S. Department of Justice relating to production of primary
aluminum. The Registrant is cooperating with the inquiry and is confident
that its conduct has been in compliance with U.S. antitrust laws.

Various other suits and claims are pending against Reynolds. In the
opinion of Reynolds' management, after consultation with counsel,
disposition of these suits and claims and the actions referred to in the
preceding paragraphs, either individually or in the aggregate, will not
have a material adverse effect on Reynolds' competitive or financial
position or its ongoing results of operations. No assurance can be given,
however, that the disposition of one or more of such suits, claims or
actions in a particular reporting period will not be material in relation
to the reported results for such period.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Registrant's security holders
during the fourth quarter of 1994.

Item 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Registrant are as follows:

Name Age* Positions Held During Past Five Years

Richard G. Holder 63 Chairman of the Board and Chief Executive
Officer since May 1992. President and
Chief Operating Officer 1988-1992.
Director since 1984.

Yale M. Brandt 64 Vice Chairman since May 1992. Executive
Vice President, Fabricated Industrial
Products 1990-1992. Director since 1988.

Randolph N. Reynolds 53 Vice Chairman since January 1994.
Executive Vice President, International
1990-1994. President, Reynolds
International, Inc. ("RII"), a subsidiary
of the Company, since November 1980, and
Chief Executive Officer of RII since
November 1981. Director since 1984.

Jeremiah J. Sheehan 56 President and Chief Operating Officer
since January 1994. Executive Vice
President, Fabricated Products 1993-1994.
Executive Vice President, Consumer and
Packaging Products 1990-1993. Director
since January 1994.

Henry S. Savedge, Jr. 61 Executive Vice President and Chief
Financial Officer since May 1992. Vice
President, Finance 1990-1992. Director
since 1992.

Donald T. Cowles 47 Executive Vice President, Human Resources
and External Affairs since February 1993.
Vice President, General Counsel and
Secretary 1989-1993.

J. Wilt Wagner 53 Executive Vice President, Raw Materials,
Metals and Industrial Products since March
1993. Executive Vice President,
Fabricated Industrial Products 1992-1993.
Vice President, Mill Products Division
1990-1992.

James R. Aitken 60 Vice President since April 1994.
Executive Vice President, RII since March
1993. Vice President Europe of RII and
President, Reynolds (Europe) Ltd., a
subsidiary of RII, 1987-1993.

Thomas P. Christino 55 Vice President, Flexible Packaging
Division since November 1993. Flexible
Packaging Division General Manager
1992-1993. Flexible Packaging Products
National Sales and Marketing Manager 1987-
1992.

Eugene M. Desvernine 53 Vice President since April 1994.
Executive Vice President, RII since March
1993. Vice President Latin America of RII
1982-1993.

Allen M. Earehart 52 Vice President, Controller since April
1994. Controller 1993-1994. Director,
Corporate Accounting 1982-1993.

E. Jack Gates 53 Vice President, Raw Materials and Precious
Metals Division since April 1993. Raw
Materials and Precious Metals Division
General Manager 1993. Reduction Division
General Manager 1990-1993.

Rodney E. Hanneman 58 Vice President, Quality Assurance and
Technology Operations since March 1985.

Douglas M. Jerrold 44 Vice President, Tax Affairs since April
1990.

D. Michael Jones 41 Vice President, General Counsel and
Secretary since February 1993. Associate
General Counsel and Assistant Secretary
1990-1993.

John B. Kelzer 58 Vice President, Extrusion Division since
April 1993. Extrusion Division General
Manager 1990-1993.

William E. Leahey, Jr. 45 Vice President, Can Division since April
1993. Can Division General Manager
1992-1993. Can Division Sales and
Marketing Director 1990-1992.

John M. Lowrie 54 Vice President, Consumer Products Division
since October 1988.

John M. Noonan 61 Vice President, Construction Products and
Properties Divisions since January 1984.

Paul Ratki 55 Vice President, Metals Division since
April 1994. Reduction and Reclamation
Division General Manager 1993-1994.
Reduction and Reclamation Division
Operations Manager 1991-1993. Executive
Vice President, Canadian Reynolds Metals
Company, Limited, a subsidiary of the
Company, since April 1987.

William G. Reynolds, Jr. 55 Vice President, Government Relations and
Public Affairs since 1980.

Julian H. Taylor 51 Vice President, Treasurer since April
1988.

C. Stephen Thomas 55 Vice President, Mill Products Division
since May 1992. Vice President, Can
Division 1990-1992. Vice President,
Operations, Can Division July-December
1990. Vice President, Extrusion Division
1987-1990.

Nicholas D. Triano 63 Vice President, Materials Management since
April 1989.

_______________
* As of February 17, 1995

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

The Registrant's Common Stock is listed on the New York Stock Exchange and
the Chicago Stock Exchange. At February 21, 1995, there were 10,306
holders of record of the Registrant's Common Stock.

The high and low sales prices for shares of the Registrant's Common Stock
as reported on the New York Stock Exchange Composite Transactions Tape and
the dividends declared per share during the periods indicated are set forth
below:

High Low Dividends

1994

First Quarter $54-5/8 $44-7/8 $.25
Second Quarter 50-5/8 40-3/8 .25
Third Quarter 58 47-1/4 .25
Fourth Quarter 59-3/8 44-3/4 .25

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 48-7/8 41-1/8 .25

On February 17, 1995, the Board of Directors declared a dividend of $0.25
per share of Common Stock, payable April 3, 1995 to stockholders of record
on March 3, 1995.

<PAGE>
<TABLE>
Item 6. SELECTED FINANCIAL DATA

Consolidated Income Statements (In millions, except per share amounts)

<CAPTION>
1994 1993 1992 1991 1990
_____________________________________________________

<S> <C> <C> <C> <C> <C>
Net sales $5,879.1 $5,269.2 $5,592.6 $5,730.1 $6,022.4
Equity, interest and other income 45.9 25.0 27.7 54.4 53.3
Gains on sales of assets 88.2 - 36.1 - -
_____________________________________________________

6,013.2 5,294.2 5,656.4 5,784.5 6,075.7
_____________________________________________________

Cost of products sold 5,278.5 4,930.3 5,031.8 5,010.3 5,023.6
Operational restructuring and asset
revaluation costs - 348.2 106.4 - -
Selling, administrative and general
expenses 389.0 371.6 382.8 393.0 384.1
Interest expense 155.6 159.2 166.8 160.9 96.1
Provision for estimated
environmental costs - - 164.0 - 150.0
_____________________________________________________

5,823.1 5,809.3 5,851.8 5,564.2 5,653.8
Income (loss) before income taxes
and cumulative effects of
accounting changes 190.1 (515.1) (195.4) 220.3 421.9
Taxes on income (credit) 68.4 (193.0) (86.2) 66.2 125.3
_____________________________________________________

Income (loss) before cumulative
effects of accounting changes 121.7 (322.1) (109.2) 154.1 296.6
Cumulative effects of accounting
changes (1) - - (639.6) - -
_____________________________________________________

Net income (loss) $121.7 $(322.1) $(748.8) $154.1 $296.6
=====================================================

Amounts per common share
Primary earnings (losses) $1.42 $(5.38) $(12.56) $2.60 $5.01
=====================================================

Cash dividends declared $1.00 $1.20 $1.80 $1.80 $1.80
=====================================================

Other items:
Total assets $7,461.3 $6,708.6 $6,897.0 $6,685.3 $6,527.1
=====================================================

Long-term debt $1,848.4 $1,989.6 $1,797.7 $1,854.3 $1,741.5
=====================================================

<FN>
(1) See Item 8. Financial Statements and Supplementary Data - Notes J and K.
/TABLE
<PAGE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following information should be read in conjunction with the
consolidated financial statements, related notes and other sections of this
report.

RESULTS OF OPERATIONS

Increased shipments, higher prices, and a shift in product mix to higher
valued-added products contributed to Reynolds return to profitability in
1994.<PAGE>
<TABLE>
<CAPTION>
(In millions, except per share amounts) 1994 1993 1992
____ ____ ____

<S> <C> <C> <C>
Net income (loss) before special items $65.2 $(94.6) $44.6
Special items 56.5 (227.5) (793.4)
Net income (loss) 121.7 (322.1) (748.8)
Preferred stock dividends 34.1 - -
Net income (loss) available to common stockholders 87.6 (322.1) (748.8)

Earnings (loss) per share before special items $1.06 $(1.58) $ 0.75
Special items .92 (3.80) (13.31)
Preferred dividends (.56) - -
Earnings (loss) per share - net 1.42 (5.38) (12.56)
</TABLE>
<PAGE>
Special items recorded in these periods were:

1994 - gains of $41 million, or 66 cents per share, from the sale of
Reynolds Australia Metals, Ltd. (which held a 40% interest in the
Boddington Gold Mine), and $16 million, or 26 cents per share, from the
sale of timberland in the Pacific Northwest.

1993 - charges of $228 million, or $3.80 per share, principally to cover
the costs associated with temporarily curtailing primary aluminum
production and restructuring certain aluminum sheet, plate and extrusion
operations.

1992 - special items of $793 million, or $13.31 per share, principally
charges relating to the adoption of new accounting standards.

For additional information on results and special items, see Notes J, K, N,
and O to the consolidated financial statements and the quarterly results of
operations following the consolidated financial statements.

Shipments and Net Sales

___________________________________________________________________________

Aluminum (metric tons in thousands and dollars in millions, except per
pound amounts)
___________________________________________________________________________

1994 1993 1992
_____________________________

Product shipments (metric tons) 1,573 1,494 1,474

Net sales $4,493 $3,943 $4,331

Per pound:
Fabricated $1.48 $1.45 $1.61
Primary $0.72 $0.56 $0.60

___________________________________________________________________________

Shipments increased for the ninth consecutive year and helped revenues
rebound in 1994 after a four-year decline. The increase in 1994 shipments
reflects the continuing recovery in major global economies, particularly in
the United States and Europe, as well as the net effect of strategic
acquisitions and recent restructuring activities.

Higher shipments were realized for most value-added fabricated aluminum
products in 1994 and 1993, particularly for beverage cans and ends in 1994
as a result of the Company's acquisition of can manufacturing facilities in
late 1993 and mid-1994. The increase in can shipments also represents a
rebound in the beverage industry, which had been hampered in the previous
two years by weather-related factors that lessened demand for beer and soft
drinks, and is particularly noteworthy in light of the continuing
advancements that are being made to produce thinner gauges of can body and
end stock, which reduces overall tonnage volume. Shipments of other
aluminum sheet products were lower in 1994 due to the restructuring of the
Company's Illinois sheet and plate facility.

Aluminum product prices benefited in 1994 from an improvement in demand, as
well as a shift in mix toward higher value-added products. Fabricated
aluminum prices stabilized in 1994, with the exception of can and can
sheet prices, due to higher demand for the Company's value-added fabricated
products. The decline in net sales in 1993 was attributable almost
entirely to a decline in prices for aluminum products.

Higher sales were realized for most non-aluminum products in 1994,
particularly stainless steel, building products and packaging.

___________________________________________________________________________

Non-aluminum products (in millions) 1994 1993 1992
_________________________

Net sales $1,386 $1,326 $1,262
___________________________________________________________________________

Gold sales were lower in 1994 due to the divestiture of an Australian gold
mining operation. The increase in net sales of non-aluminum products in
1993 was due to higher gold production and higher sales of stainless steel
and building products, which were partially offset by lower packaging
sales.

The increase in equity, interest and other income in 1994 was due
principally to improved and expanded South American can operations and
higher interest income due to an increase in the amount of funds invested.

Costs and Expenses

Cost of products sold increased in 1994 due principally to higher raw
material costs, higher shipments and a shift in product mix to higher
value-added aluminum products. Costs were unfavorably impacted in 1994 and
favorably impacted in 1993 by energy and outside purchases of aluminum
scrap and other aluminum products that are related to the price of primary
aluminum. In 1994 and 1993, the Company experienced lower costs for
certain raw materials used in primary aluminum production.

Costs were also adversely affected in 1994 and 1993 by lower capacity
utilization at primary aluminum and alumina production facilities resulting
from curtailments made in response to the oversupply of aluminum on world
markets. The Company temporarily curtailed U.S. primary aluminum
production by 88,000 metric tons in 1993 and 121,000 metric tons in 1991.
These curtailments total 21% of its 998,000 metric ton worldwide capacity.
To balance the Company's alumina system, production at the Texas alumina
refinery has been reduced. In 1994, the Company benefited from higher
capacity utilization at its aluminum fabrication operations.

Partially offsetting the increases in costs are performance improvements
that have been made across all operations and include reducing costs,
improving processes and exiting uneconomic operations. These performance
improvements are expected to continue providing benefits in the future.

Restructuring actions for which charges were taken in 1993 and 1992 reduced
1994 operating costs. Most significant was the restructuring of the
Company's sheet and plate facility in Illinois, where the production of
various common alloy aluminum sheet products was discontinued by mid-1994.
The plant has been streamlined to manufacture sheet and plate products for
the automotive, aircraft and aerospace markets. Extrusion operations also
were restructured in 1993 to increase competitiveness and focus on markets
with the greatest growth potential. As a result, production of irrigation
tubing was discontinued at a California facility and a Kentucky operation
was converted to manufacture products for the automotive industry. (See
Note O to the consolidated financial statements.)

The increase in selling, administrative and general expenses in 1994 was
due principally to the higher level of business activity and related
promotional and selling expenses and higher employment costs. The decline
in these expenses in 1993 was due to benefits resulting from an early
retirement program and other cost reductions.

Interest expense declined in 1994 due to lower amounts of debt outstanding
and in 1993 due to lower rates. The Company uses interest rate swap
agreements to manage its exposure to interest rate fluctuations after
considering market conditions and levels of variable-rate and fixed-rate
debt outstanding. These arrangements caused interest expense to be
slightly lower in 1994 and 1993, and slightly higher in 1992. The intent
is to provide for lower interest expense during economic downturns, with
the potential for higher interest cost during periods of economic growth.
(See Note H to the consolidated financial statements.)

Annual capital expenditures for equipment designed for environmental
control purposes, excluding the cost of a new spent potliner treatment
facility in Arkansas, averaged approximately $33 million over the last
three years. Ongoing environmental operating costs for the same period
averaged approximately $70 million per year. The Company estimates that
operating expenditures for 1995 through 1997 will remain at approximately
these same levels; annual capital expenditures for environmental control
facilities are estimated at approximately $55 million in 1995, $57 million
in 1996 and $95 million in 1997, the majority of such expenditures being
associated with the capital spending program referred to below at the
Company's New York primary aluminum production plant.

The Company's spending on environmental compliance will be influenced by
future environmental regulations, including those to be issued under the
Clean Air Act Amendments of 1990. In 1994, plans were announced for a $150
million to $200 million, five-year capital spending program at the
Company's primary aluminum production plant in New York. The project
includes new air emissions controls and a phased modernization of the
plant's production lines. The Company will accelerate certain expenditures
believed necessary to achieve compliance with the Clean Air Act's Maximum
Achievable Control Technology standards, although the U.S. Environmental
Protection Agency (the "EPA") is not expected to establish such standards
until 1996 or 1997. Based on current information, it is estimated that
compliance with the Clean Air Act's hazardous air pollutant standards will
require at least $250 million of capital expenditures (including a portion
of the expenditures at the New York plant referred to above) beginning in
the latter half of this decade, principally at the Company's U.S. primary
aluminum plants.

Reynolds is involved in remedial investigations and actions at various
locations, including EPA Superfund sites where the Company and, in most
cases, others have been designated as potentially responsible parties.

The Company accrues remediation costs when it establishes the probability
that such efforts will be required and the costs can be estimated. In 1992
and 1990, the Company recorded pretax environmental charges of $164 million
and $150 million, respectively. The Company evaluates the status of all
significant existing or potential environmental issues quarterly, develops
or revises cost estimates to satisfy known remediation requirements, and
adjusts the accrual accordingly. At December 31, 1994, the accrual was
$272 million ($298 million at December 31, 1993) and reflects management's
best estimate of the Company's ultimate liability for known remediation
costs.

In estimating anticipated costs, the Company considers the extent of its
involvement at each site, joint and several liability provisions under
applicable law, and the likelihood of obtaining contributions from other
potentially responsible parties. Potential insurance recoveries are not
expected to be material and therefore have not been considered. Based on
information currently available, remediation expenditures relating to costs
currently accrued are expected to be made over the next 15 to 20 years with
the majority spent by the year 2000. Cash flows from operations are
expected to provide most of the funds for capital, operating and
remediation expenditures.

Estimating future environmental compliance and remediation costs is
imprecise due to the continuing evolution of environmental laws and
regulatory requirements, the availability and application of technology,
the identification of currently unknown remediation sites, and the
allocation of costs among potentially responsible parties. Future costs
are not expected to have a material adverse effect on the Company's
competitive or financial position or ongoing operating results. However,
future costs of environmental remediation requirements that may
subsequently be determined could be material to future quarterly or annual
results of operations.

Taxes on Income

The Company pays U.S. federal and state taxes and foreign taxes based on
the laws of the various jurisdictions in which it operates. The effective
tax rates reflected in the income statement differ from the U.S. federal
statutory rate principally because of state and foreign taxes and the
effects of percentage depletion allowances. In 1993, the effect of changes
in rates in the U.S. and Quebec, Canada, generally offset one another in
terms of the impact on the Company's results. A reconciliation of the
effective rates is included in Note K to the consolidated financial
statements.

At December 31, 1994, the Company had recorded $976 million of deferred tax
assets, which relate primarily to its U.S. and Canadian tax positions. The
significant portions of these assets relate to accrued costs for employee
health care, restructuring and other special charges. A major portion of
these assets will be realized in the future through the reversal of
temporary differences, principally depreciation. To the extent that these
assets are not covered by reversals of depreciation, the remainder is
expected to be realized through U.S. and Canadian income earned in future
periods. The Company has worldwide operations in many tax jurisdictions,
which generate deferred tax assets and/or liabilities. Deferred tax assets
and liabilities have been netted by jurisdiction and this results in both a
deferred tax asset and a deferred tax liability on the balance sheet.

The Company has a strong history of sustainable earnings despite losses in
1993 and 1992, which included a number of significant special charges.
However, even without considering projections of income, certain tax
planning strategies, such as changing the method of valuing inventories
from LIFO to FIFO and/or entering into sale-leaseback transactions, would
generate sufficient taxable income to realize the portion of the asset
related to U.S. operations. Also, the majority of the U.S. tax
carryforward benefits, which are included as part of the deferred tax
asset, can be carried forward indefinitely. Tax planning strategies
related to the Company's Canadian operations could be used, if necessary,
to realize the Canadian deferred tax assets. Such strategies include the
flexibility provided in the Canadian tax laws for tax depreciation claimed
and the ability to generate income on advance sales of products to the U.S.
parent.

Based on its evaluation of these matters, the Company is confident that its
deferred tax assets will be realized and is not aware of any events or
uncertainties that could significantly affect its conclusions regarding
realization. The Company reassesses the realization of deferred tax assets
quarterly and, if necessary, adjusts its valuation allowance accordingly.
(See Note K to the consolidated financial statements.)

Cumulative Effects of Accounting Changes

In 1992, the Company adopted FAS No. 106, requiring accrual accounting for
postretirement benefits other than pensions, and FAS No. 109, which
requires use of the liability method of determining deferred income taxes.
Charges of $610 million (FAS No. 106) and $30 million (FAS No. 109) were
recognized in 1992 for the cumulative effects of these accounting changes.
The adoption of FAS No. 109 enabled the Company to fully recognize the
deferred tax benefits associated with the adoption of FAS No. 106.
Additional information is included in the discussions of postretirement
benefits and deferred taxes. (See Notes J and K to the consolidated
financial statements.)<PAGE>
OPERATING AREA ANALYSIS
<TABLE>
<CAPTION>
Net Sales Shipments
(in millions) (metric tons in thousands)
_________________________________________________________________
1994 1993 1992 1994 1993 1992
_________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Finished products and other sales
Packaging and containers:
Aluminum $1,583.2 $1,262.3 $1,357.2 358.5 267.9 268.3
Non-aluminum 529.5 511.0 522.6
Other aluminum 449.1 359.2 339.9 151.1 123.6 111.1
Other non-aluminum 478.5 395.6 362.5
_________________________________________________________________
3,040.3 2,528.1 2,582.2 509.6 391.5 379.4
_________________________________________________________________

Production and processing
Primary aluminum 440.4 379.9 364.4 277.2 309.4 275.2
Flat rolled 1,003.1 1,063.3 1,187.4 417.8 452.4 455.6
Extruded and drawn 626.6 526.1 683.4 211.3 182.9 189.2
Other aluminum 390.8 352.1 398.4 156.7 157.7 174.7
Other non-aluminum 261.6 289.0 278.6
Gold 116.3 130.7 98.2
_________________________________________________________________
2,838.8 2,741.1 3,010.4 1,063.0 1,102.4 1,094.7
_________________________________________________________________
Net Sales $5,879.1 $5,269.2 $5,592.6 1,572.6 1,493.9 1,474.1
=================================================================
</TABLE>

Additional financial information relative to Reynolds operations and
identifiable assets by geographic and operating areas is presented in Note
P to the consolidated financial statements.

FINISHED PRODUCTS AND OTHER SALES: Shipments increased 30% in 1994 after a
3% increase in 1993. The 1994 increase was due primarily to higher
shipments of cans and ends and some improvements in shipments to the
distributor and building and construction markets. Shipments in 1993
increased due to higher shipments of consumer products, building and
construction products, and distributor sheet and extrusions. The increase
in net sales and operating profit in 1994 was due to the higher shipping
volume. Higher sales of non-aluminum products in 1994, principally to the
distributor and building and construction markets, were offset by lower
realized aluminum prices, principally for cans and ends. The decline in
net sales in 1993 was due to lower aluminum prices. Operating profit
declined in 1993 primarily because of lower aluminum prices, which were
partially offset by lower aluminum raw material costs.

PRODUCTION AND PROCESSING: After remaining relatively stable in 1993,
aluminum shipments dipped slightly in 1994. Declines in shipments of can
sheet and primary aluminum in 1994 were mostly offset by higher shipments
of other sheet products and extrusions by foreign subsidiaries. In 1993, a
decline in shipments of can sheet was offset by an increase in shipments of
other sheet products. Shipments of can sheet to external customers were
lower in 1994 due to greater internal consumption by the Company's growing
can manufacturing operations, and in 1993 due to lessened demand in the
beverage industry. Net sales and operating profit in 1994 increased due to
higher prices for primary and recycled aluminum, partially offset by lower
volume and non-aluminum product sales. In 1993, net sales and operating
profit declined primarily due to lower aluminum prices. This effect on
operating profit was partially offset by lower raw material costs. Gold
production was approximately 300,000 ounces in 1994, 360,000 ounces in 1993
and 271,000 ounces in 1992.

GEOGRAPHIC: Increases in 1994 revenues and operating profits in the
domestic, Canadian and European operating areas were principally due to a
shift in mix toward higher value-added products and higher prices for
primary and recycled aluminum. In addition, 1994 domestic operations
benefited from higher shipments, primarily of cans and ends. Declines in
1993 revenues and operating profits in the domestic, Canadian and European
operating areas were due primarily to lower aluminum prices.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

Greater amounts of working capital were needed in 1994 to support a higher
level of business activity. Working capital also increased as a result of
short-term investments of a portion of the proceeds from the Company's
preferred stock issued in early 1994. Working capital totaled $898 million
at the end of 1994 compared to $409 million at the end of 1993. The ratio
of current assets to current liabilities was 1.6/1 at the end of 1994
compared to 1.3/1 at the end of 1993. The Company continues its emphasis
on capital resource management.

Operating Activities

Cash provided from operations in 1994, 1993 and 1992 amounted to $493
million, $259 million and $301 million, respectively. These funds were
used for investing activities during this period and financing activities
in 1993 and 1992. Cash on hand was used in 1993 to supplement the funds
generated from operations.

Investing Activities

Substantial investments have been made to provide the Company with low-cost
operations in most of its raw materials, industrial and finished products
businesses. With this foundation in place, the Company is now focusing its
capital investing on strategic areas for expansion and on further quality
and efficiency enhancements. Capital investments over the past three years
include amounts for acquisitions, construction of new facilities, capacity
expansions and equipment upgrades. Acquisitions in 1994 and 1993 included
a metals distribution business, additional alumina capacity and can
manufacturing facilities that increased the Company's U.S. can-making
capacity by 70%. In addition to the acquisitions, the Company has expanded
capacity and modernized production at other can manufacturing facilities
and is a joint venture participant in the construction of can manufacturing
facilities in Argentina, Brazil, Chile and Saudi Arabia. In connection
with the Company's strategy to expand its can manufacturing capability, a
capacity expansion and quality improvement program is continuing at a can
sheet operation in Alabama. To better serve the growing transportation
market, equipment was upgraded at an Illinois sheet and plate facility and
construction was completed in 1994 of a facility in Indiana to produce
bumpers and other automotive components. In addition, aluminum wheel
production was expanded and a purchased facility in Wisconsin is being
modified and equipped to produce aluminum wheels beginning in 1995.
Constructed facilities also include an electrical rod plant in Canada, an
aluminum recycling plant in Italy and a plant in Arkansas that processes
spent potliner into an environmentally acceptable material with potential
for recycling. Capacity expansions, equipment upgrades and/or improvement
programs have been completed at a number of other facilities.

Capital investments in 1995 are expected to total approximately $575
million. Major projects include the modernization and expansion of can
manufacturing facilities (including participation in construction of the
overseas can plants referred to previously); continuing improvements at the
can sheet facility in Alabama; modification and equipping of the wheel
facility in Wisconsin; modernization of the Company's primary aluminum
production plant in New York; expansion of foil rolling capacity at a plant
in Kentucky; capacity expansion at a plastic film plant in Virginia;
equipment upgrades at a number of other facilities; and strategic
investments. These capital investments will be funded primarily with cash
generated from operations, proceeds from the sale of non-core assets and a
portion of the remaining proceeds from the Company's preferred stock issue
completed in early 1994.

The Company continues its strategy of selling non-core assets and
redeploying the proceeds into value-added businesses. In 1994, the Company
sold a can manufacturing facility in Austria, a subsidiary that held a 40%
investment in an Australian gold mine and timberland in the Pacific
Northwest. An aluminum reclamation plant in Michigan was sold in 1993 and
the Company sold its North American wire and cable operations and its
investment in Eskimo Pie Corporation in 1992. The proceeds from these
divestitures have been used to either repay debt or to invest in
value-added businesses targeted for future growth. A portion of the
proceeds has been invested pending its future use for capital expenditures,
strategic investments and general corporate purposes.

Financing Activities

The Company believes its available financial resources (including cash and
investments of over $400 million), together with internally generated
funds, are sufficient to meet its business needs at the present time and
for the foreseeable future. The Company continues to exceed the financial
ratio requirements contained in its financing arrangements and expects to
do so for the foreseeable future. Following is a summary of significant
financing activities over the past three years:

1992:

- -- Issued $97 million of medium-term notes at an average rate of 8.3%
that mature in 1999 to 2007
- -- Issued $43 million of variable rate tax-exempt bonds that mature in
2022
- -- Increased net short-term borrowings by approximately $200 million made
primarily under a $285 million short-term credit facility ($230
million was outstanding at December 31, 1992, at a variable rate of
4.1%), of which $173 million was reclassified to long-term

Proceeds from these activities were used for voluntary prepayments of
higher-cost debt, scheduled debt payments and other financing activities.
Proceeds from the tax-exempt bonds were used to fund a portion of the costs
to construct the spent potliner treatment plant in Arkansas.

1993:

- -- Issued $78 million of medium-term notes at an average rate of 7.5%
that mature in 2004 to 2013
- -- Issued $285 million of 6-5/8% amortizing notes due between 1998 and
2002
- -- Borrowed $150 million under a bank credit agreement that requires a
single repayment in 1998 and bears interest at a variable rate

Proceeds from these activities were used for voluntary prepayment of $143
million of a term loan agreement, refinancing approximately $200 million of
short-term obligations, scheduled payments on long-term obligations of
approximately $100 million and for general corporate purposes.

1994:

- -- Issued 11 million shares of 7% PRIDES, convertible preferred stock for
$47.25 (stated value) per share, which generated $505 million of net
proceeds
- -- Replaced $490 million of revolving credit facilities with a new $500
million credit facility that expires in 1999
- -- Voluntarily prepaid the remaining balance ($72 million) of a term loan
agreement and repaid the balance ($50 million) of commercial paper
outstanding

Proceeds from the PRIDES issue were used for capital investments in 1994
and to repay obligations incurred in the fourth quarter of 1993 in
connection with the acquisition of Miller Brewing Company's can
manufacturing operations. The remainder of the proceeds is being invested
pending its future use for capital expenditures, strategic investments and
general corporate purposes.

In 1993, the Company filed a registration statement relating to the
contribution, through December 31, 1995, of up to 3 million shares of
common stock to its pension plans. The Company contributed to its pension
plans 600,000 shares (valued at approximately $28 million) in 1993, and 1.5
million shares (valued at approximately $77 million) in 1994.

At December 31, 1994, $222 million of the Company's $1.65 billion shelf
registration remained available for the issuance of debt securities.

STRATEGY AND OUTLOOK

The Company believes the long-term fundamentals for the aluminum industry
are sound, and that prospects are excellent for continued growth of global
aluminum demand over the next several years. Economic recoveries in Europe
and Japan, plus rapid growth in the developing world, are expected to
propel Western World aluminum consumption up almost 5% in 1995. Worldwide
industry shipments to the transportation market are expected to rise
significantly due to a combination of factors that includes continuing
incremental gains in aluminum-pounds-per-car and strong truck and trailer
activity. The rate of growth in the domestic aluminum can market is
expected to decline slightly, but this should be largely offset by the
aluminum can's continued expansion into international markets. Some
weakness may occur in the construction market as an anticipated decline in
housing starts is only partially offset by rising remodeling and
nonresidential construction.

Reynolds strategy is to continue improving its competitive position as a
vertically integrated producer of value-added aluminum products, with
emphasis on growth opportunities in its core downstream fabricating
operations serving the packaging, consumer products, can, transportation,
building and construction, and infrastructure markets. To improve its
competitiveness, Reynolds has undertaken continuing intensive cost
reduction and performance improvement programs that include work force
reductions, permanent closures of higher cost facilities, disposal of
uneconomic and non-core assets, and operational and organizational
restructuring. The Company's restructuring efforts and performance
improvements of the past few years, along with improving economic
conditions which are expected to create a strong demand for aluminum,
should contribute significantly to Reynolds operating results.

Primary aluminum is an internationally traded commodity. The price of
primary aluminum is subject to worldwide market forces of supply and
demand. Prices can be volatile and fluctuations influence the Company's
financial results. The world market is still recovering from a serious
supply-demand imbalance that began in the early 1990's, and there may be
periods of marked short-term price volatility. The Company's strategy of
being a vertically integrated producer of value-added aluminum products
reduces its exposure to these fluctuations, but does not eliminate the
risk. The Company manages its exposure to these fluctuations, after giving
consideration to market conditions, sale and purchase transactions, overall
business strategies and other factors that affect the Company's risk
profile, with contractual arrangements including fixed price sales
contracts, fixed price supply contracts, and forward and futures contracts.
Through these activities the Company balances its risk profile consistent
with management's operational strategies.

In addition to the price risk referred to above, Reynolds is exposed to
general financial, political, economic and business risks in connection
with its worldwide operations. The Company continues to evaluate and
manage its operations in a manner to mitigate the effects from exposure to
such risks.

<PAGE>
<TABLE>
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
<CAPTION>
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS (In millions, except per share amounts)
====================================================================================================

Years ended December 31 1994 1993 1992
____________________________________________________________________________________________________
<S> <C> <C> <C>

REVENUES
Net sales (Note A) $5,879.1 $5,269.2 $5,592.6
Equity, interest and other income 45.9 25.0 27.7
Gains on sales of assets (Note B) 88.2 - 36.1
______________________________

6,013.2 5,294.2 5,656.4
______________________________

COSTS AND EXPENSES
Cost of products sold 5,278.5 4,930.3 5,031.8
Operational restructuring and asset revaluation costs (Note O) - 348.2 106.4
Selling, administrative and general expenses 389.0 371.6 382.8
Interest - principally on long-term obligations (Note H) 155.6 159.2 166.8
Provision for estimated environmental costs (Note N) - - 164.0
______________________________

5,823.1 5,809.3 5,851.8
______________________________

EARNINGS
Income (loss) before income taxes and cumulative
effects of accounting changes 190.1 (515.1) (195.4)
Taxes on income (credit) (Note K) 68.4 (193.0) (86.2)
______________________________

Income (loss) before cumulative effects of
accounting changes 121.7 (322.1) (109.2)
Cumulative effects of accounting changes (Notes J and K) - - (639.6)
______________________________

NET INCOME (LOSS) 121.7 (322.1) (748.8)
Preferred stock dividends (Note I) 34.1 - -
______________________________

NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS 87.6 (322.1) (748.8)
RETAINED EARNINGS
Balance at beginning of year 953.8 1,347.8 2,203.9
Cash dividends on common stock (Note I) 61.9 71.9 107.3
______________________________

Retained earnings at end of year $979.5 $953.8 $1,347.8
==============================

EARNINGS PER COMMON SHARE (Note A)
Average shares outstanding 61.8 59.9 59.6
Income (loss) before cumulative effects of
accounting changes $1.42 $(5.38) $(1.83)
Cumulative effects of accounting changes - - (10.73)
______________________________
Net income (loss) $1.42 $(5.38) $(12.56)
==============================

CASH DIVIDENDS PER COMMON SHARE $1.00 $1.20 $1.80
==============================
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>

<TABLE>
CONSOLIDATED BALANCE SHEET (In millions)
====================================================================================================
<CAPTION>
December 31 1994 1993
____________________________________________________________________________________________________
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $308.3 $19.2
Short-term investments (Note C) 125.4 -
Receivables
Customers, less allowances of $19.4 (1993 - $16.7) 851.4 670.4
Other 110.8 123.8
______________________________

Total receivables 962.2 794.2
Inventories (Note D) 873.1 731.8
Prepaid expenses 53.1 44.8
______________________________

Total current assets 2,322.1 1,590.0
Unincorporated joint ventures and associated
companies (Note E) 856.1 832.5
Property, plant and equipment - net (Note F) 3,108.4 3,081.2
Deferred taxes (Note K) 425.5 408.2
Other assets 749.2 796.7
______________________________

Total assets $7,461.3 $6,708.6

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

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities (Note G)
Accounts payable, accrued and other liabilities $1,286.2 $979.9
Indebtedness 138.3 201.0
______________________________

Total current liabilities 1,424.5 1,180.9
Long-term debt (Note H) 1,848.4 1,989.6
Postretirement benefits (Note J) 1,144.6 1,260.9
Environmental (Note N) 235.5 258.9
Deferred taxes (Note K) 183.2 156.8
Other liabilities 353.4 238.6
Stockholders' equity
Preferred stock (Note I) 505.1 -
Common stock (Note I) 869.7 784.2
Retained earnings 979.5 953.8
Cumulative currency translation adjustments (Note I) (42.9) (49.9)
Pension liability adjustment (Note J) (39.7) (65.2)
______________________________

Total stockholders' equity 2,271.7 1,622.9
Contingent liabilities and commitments (Notes M and N)
______________________________

Total liabilities and stockholders' equity $7,461.3 $6,708.6
==============================

<FN>
See Notes to Consolidated Financial Statements.
</TABLE>

<TABLE>
CONSOLIDATED STATEMENT OF CASH FLOWS (In millions)
====================================================================================================
<CAPTION>
Years ended December 31 1994 1993 1992
____________________________________________________________________________________________________
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $121.7 $(322.1) $(748.8)
Adjustments to reconcile to net cash provided by
operating activities:
Depreciation and amortization (Note F) 294.8 287.0 284.0
Gains on sales of assets (Note B) (88.2) - (36.1)
Deferred taxes (Note K) 6.9 (160.6) (119.1)
Estimated operational restructuring, asset
revaluation and environmental costs (Notes N and O) - 344.3 268.2
Cumulative effects of accounting changes (Notes J and K) - - 639.6
Other 42.3 105.9 100.5
Changes in operating assets and liabilities net
of effects from acquisitions and dispositions:
Accounts payable, accrued and other liabilities 272.1 50.1 (2.5)
Receivables (172.9) (55.3) 31.9
Inventories (105.9) 70.0 (34.6)
Other 122.2 (60.6) (81.9)
______________________________

Net cash provided by operating activities 493.0 258.7 301.2
INVESTING ACTIVITIES
Capital investments (404.3) (400.5) (325.4)
Proceeds from sales of assets 162.5 35.5 95.6
Purchases of debt securities (Note C) (138.7) - -
Other (57.1) 59.9 (21.8)
______________________________

Net cash used in investing activities (437.6) (305.1) (251.6)
FINANCING ACTIVITIES
Proceeds from preferred stock issue (Note I) 505.1 - -
Proceeds from long-term obligations - 544.8 316.3
Reduction of long-term debt and other financing
liabilities (162.9) (467.8) (276.8)
Net increase (decrease) in short-term borrowings (37.2) (19.9) 31.6
Cash dividends paid (71.3) (71.9) (107.3)
______________________________

Net cash provided by (used in) financing activities 233.7 (14.8) (36.2)
CASH AND CASH EQUIVALENTS
Net increase (decrease) 289.1 (61.2) 13.4
At beginning of year 19.2 80.4 67.0
______________________________
At end of year $308.3 $19.2 $80.4
==============================
<FN>
See Notes to Consolidated Financial Statements.
/TABLE
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except share amounts. Certain amounts have been reclassified
to conform to the 1994 presentation.)
___________________________________________________________________________

NOTE A - ACCOUNTING POLICIES

Certain of the Company's accounting policies are shown in boldface type and
discussed below. Accounting policies which relate to a specific disclosure
are italicized and shown with such disclosure.

Principles of Consolidation
THE ACCOUNTS OF THE COMPANY AND ITS MAJORITY-OWNED SUBSIDIARIES ARE
INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS AFTER ELIMINATION OF
INTERCOMPANY TRANSACTIONS AND PROFITS AND LOSSES.

Revenue Recognition
REVENUES ARE RECOGNIZED AT THE TIME PRODUCTS ARE SHIPPED AND TITLE AND RISK
OF OWNERSHIP PASS TO THE CUSTOMER.

Earnings Per Share
EARNINGS PER SHARE IS BASED ON THE AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING AND, IN 1994, IS AFTER PREFERRED STOCK DIVIDEND REQUIREMENTS.
COMMON STOCK EQUIVALENTS RELATING TO PREFERRED STOCK ARE NOT INCLUDED SINCE
THEIR EFFECT WOULD BE ANTI-DILUTIVE.

Postemployment Benefits
THE EXPECTED COST OF POSTEMPLOYMENT BENEFITS IS ACCRUED WHEN IT BECOMES
PROBABLE THAT SUCH BENEFITS WILL BE PAID.

Statement of Cash Flows
FOR PURPOSES OF THE STATEMENT OF CASH FLOWS, ALL HIGHLY LIQUID SHORT-TERM
INVESTMENTS PURCHASED WITH AN ORIGINAL MATURITY OF THREE MONTHS OR LESS ARE
CONSIDERED TO BE CASH EQUIVALENTS.

Hedging
FORWARD, FUTURES AND OPTION CONTRACTS AND SWAP AGREEMENTS ARE USED TO
MANAGE A PORTION OF THE COMPANY'S EXPOSURES IN THE ALUMINUM, GOLD, NATURAL
GAS, FOREIGN CURRENCY AND DEBT MARKETS. THE EFFECTS OF THESE CONTRACTS ARE
RECOGNIZED OR ACCRUED AS A COMPONENT OF THE HEDGED TRANSACTIONS.

NOTE B - GAINS ON SALES OF ASSETS

In 1994, the Company completed the sale of Reynolds Australia Metals, Ltd.,
which held a 40% interest in the Boddington Gold Mine, to a subsidiary of
Poseidon Gold Limited, and recognized a gain of $62.6 million. Also in
1994, the Company recorded a gain of $25.6 million on the sale of
timberland in the Pacific Northwest. In 1992, the Company realized a gain
of $36.1 million from the sale of its 84% interest in Eskimo Pie
Corporation.

NOTE C - SHORT-TERM INVESTMENTS

MANAGEMENT DETERMINES THE APPROPRIATE CLASSIFICATION OF ITS INVESTMENT IN
CORPORATE DEBT SECURITIES AT THE TIME OF PURCHASE AND REEVALUATES SUCH
DESIGNATION AS OF EACH BALANCE SHEET DATE. THESE SECURITIES ARE CLASSIFIED
AS HELD-TO-MATURITY WHEN THE COMPANY HAS THE POSITIVE INTENT AND ABILITY TO
HOLD THE SECURITIES TO MATURITY. HELD-TO-MATURITY SECURITIES ARE STATED AT
AMORTIZED COST, ADJUSTED FOR AMORTIZATION OF PREMIUMS AND ACCRETIONS OF
DISCOUNTS TO MATURITY. THE FAIR VALUE OF THESE SECURITIES IS BASED ON
QUOTED MARKET PRICES.

At December 31, 1994, the Company had $125.4 million (amortized cost) of
held-to-maturity securities that mature in 1995. The fair value of these
securities at December 31, 1994, was approximately the same as book value.

NOTE D - INVENTORIES

INVENTORIES ARE STATED AT THE LOWER OF COST OR MARKET.

Cost of inventories of $309.3 million in 1994 and $270.5 million in 1993 is
determined by the last-in, first-out (LIFO) method. Remaining inventories
of $563.8 million in 1994 and $461.3 million in 1993 are determined by the
average or first-in, first-out (FIFO) methods.

If the FIFO method were applied to LIFO inventories, the amount for
inventories would increase by $453.5 million at December 31, 1994, and
$417.4 million at December 31, 1993. Since certain inventories may be sold
at various stages of processing, no practical distinction can be made
between finished products, in-process products and other materials.
Inventories are therefore presented as a single classification.

NOTE E - UNINCORPORATED JOINT VENTURES AND ASSOCIATED COMPANIES

UNINCORPORATED JOINT VENTURES ARE PRODUCTION FACILITIES WHICH HAVE NO
MARKETING OR SALES ACTIVITIES AND ARE ACCOUNTED FOR ON AN INVESTMENT COST
BASIS ADJUSTED FOR THE COMPANY'S SHARE OF THE NON-CASH PRODUCTION CHARGES
OF THE OPERATION. INVESTMENTS IN ASSOCIATED (20% TO 50% OWNED) COMPANIES
ARE CARRIED AT COST, ADJUSTED FOR THE COMPANY'S EQUITY IN THEIR
UNDISTRIBUTED NET INCOME.

The Company has an interest in an unincorporated joint venture which
produces alumina. The Company also had an interest in an unincorporated
joint venture, which produced gold, that was sold in 1994 (see Note B). At
December 31, the investment in these activities consisted of the following:

1994 1993
_________________
Unincorporated joint ventures
Current assets $14.6 $18.1
Current liabilities (12.7) (13.5)
Property, plant and equipment and other assets 557.1 578.0
_________________
Net investment $559.0 $582.6
=================

NOTE E - UNINCORPORATED JOINT VENTURES AND ASSOCIATED COMPANIES - continued

The Company also has interests in foreign-based associated companies which
produce bauxite, alumina, primary aluminum, hydroelectric power and
aluminum cans. The investment in these companies was $297.1 million and
$249.9 million at December 31, 1994 and 1993, respectively, which includes
advances of $27.0 million and $12.9 million. The Company recorded equity
income (pretax) of $23.5 million, $8.6 million and $8.1 million during
1994, 1993 and 1992, respectively. Summarized financial information
related to these entities is as follows:

Years ended December 31
___________________________
1994 1993 1992
___________________________

Net sales $642.6 $609.4 $601.6
Cost of products sold 552.0 517.9 513.5
Net income 37.4 24.3 31.3

December 31
___________________

1994 1993
___________________

Current assets $479.7 $404.9
Noncurrent assets 787.5 772.0
Current liabilities (289.4) (251.8)
Noncurrent liabilities (502.9) (520.3)
Stockholders' equity 474.9 404.8

NOTE F - PROPERTY, PLANT AND EQUIPMENT - AT COST

DEPRECIATION OF PLANT AND EQUIPMENT IS RECORDED ON THE STRAIGHT-LINE METHOD
OVER THEIR ESTIMATED USEFUL LIVES. IMPROVEMENTS TO LEASED PROPERTIES ARE
AMORTIZED GENERALLY ON THE BASIS OF THE SHORTER OF THE TERMS OF THE
RESPECTIVE LEASES OR THE ESTIMATED USEFUL LIVES OF THE RELATED FACILITIES.
<PAGE>
<TABLE>
Components of property, plant and equipment are as follows at December 31:
<CAPTION>
1994 1993
____________________________
<S> <C> <C>
Land, land improvements and
mineral properties $306.2 $302.8
Buildings and leasehold improvements 1,029.5 993.0
Machinery and equipment 4,797.3 4,587.0
Construction in progress 175.2 210.3
____________________________
6,308.2 6,093.1
Less: Allowances for depreciation and amortization 3,199.8 3,011.9
____________________________
Net property, plant and equipment $3,108.4 $3,081.2
============================
</TABLE>
<PAGE>
NOTE G - CURRENT LIABILITIES
1994 1993
____________________
Trade payables $657.7 $386.7
Accrued compensation and related amounts 263.0 218.7
Payables to associated companies 84.4 71.8
Other liabilities 281.1 302.7
____________________
Accounts payable, accrued and other liabilities 1,286.2 979.9
Notes payable to banks 120.5 158.4
Long-term obligations 17.8 42.6
____________________
Indebtedness 138.3 201.0
____________________
Total current liabilities $1,424.5 $1,180.9
====================

The weighted-average interest rate for notes payable to banks was 7.6% and
7.1% at December 31, 1994 and 1993, respectively.

NOTE H - FINANCING ARRANGEMENTS

Long-term debt outstanding at December 31:

1994 1993
____________________
Public debt securities:
Medium-term notes $976.5 $976.5
6-5/8% amortizing notes 283.8 283.6
9% debentures due 2003 100.0 100.0
9-3/8% debentures due 1999 99.9 99.9
Industrial and environmental control
revenue bonds 220.0 227.7
Commercial paper - 50.0
Other issues:
Bank credit agreement 150.0 150.0
Mortgages and other notes payable 36.0 52.7
Term loan agreement - 91.8
____________________
1,866.2 2,032.2
Amounts due within one year 17.8 42.6
____________________
Long-term debt $1,848.4 $1,989.6
====================

Maturities of long-term debt are $57.9 million in 1996, $41.9 million in
1997, $290.9 million in 1998, $196.3 million in 1999 and $1,261.4 million
from 2000 to 2022. Interest paid amounted to $152.2 million, $159.0
million and $169.6 million during 1994, 1993 and 1992, respectively, net of
interest capitalized of $5.1 million, $8.0 million and $13.6 million.

NOTE H - FINANCIAL ARRANGEMENTS - continued

The Company has on file a shelf registration to issue up to $1.65 billion
of debt securities. The medium-term notes, 9% debentures and 9-3/8%
debentures were issued under the shelf registration. The medium-term notes
bear interest at an average rate of 9% and have maturities ranging from
1995 to 2013. At December 31, 1994, $222 million of debt securities
remained unissued under the shelf registration.

The 6-5/8% amortizing notes were issued at a discount (99.48%) and have an
effective interest rate of 6.7%. The notes require annual principal
repayments of $57 million each year between 1998 and 2002.

Industrial and environmental control revenue bonds consist principally of
variable rate debt averaging approximately 4% at December 31, 1994. These
bonds require principal repayment periodically or in a lump sum through
2022. $215 million of these bonds are supported by bank letters of credit.

The bank credit agreement bears interest at a variable rate (6.5% at
December 31, 1994) and requires a single repayment in 1998.

Mortgages and other notes payable consist of fixed-rate debt at an average
rate of 7.2% and require principal repayment through 2009.

The Company has a $500 million revolving credit facility that expires in
1999. No amounts were outstanding under the facility at December 31, 1994.
A commitment fee of .20% per year is paid on the unused portion of the
facility.

The Company uses interest rate swap agreements to manage a portion of its
exposure to interest rate fluctuations after considering outstanding levels
of variable-rate and fixed-rate debt. At December 31, 1994, the Company
had $742 million of interest rate swap agreements (1993 - $742 million)
which effectively convert a portion of its debt from fixed-rate to
variable-rate. Under these agreements payments are received based on a
fixed rate (5.0%) and made based on a variable rate (6.4% at December 31,
1994). These agreements expire in 1996 ($517 million), 1997 ($125 million)
and 1998 ($100 million). The Company also had $175 million of interest
rate swap agreements (1993 - $230 million) which effectively convert a
portion of its debt from variable-rate to fixed-rate. Under these
agreements payments are received based on a variable rate (6.4% at December
31, 1994) and made based on a fixed rate (6.0%). These agreements expire
in 1998. The variable rates in the Company's interest rate swap agreements
are based on the London Interbank Offer Rate. The effects of these
transactions are recognized in interest expense.

Certain of the Company's financing arrangements contain restrictions which,
among other things, require maintenance of specified financial ratios.
These restrictions do not inhibit operations or the use of fixed assets.
At December 31, 1994, all such requirements were exceeded.

NOTE I - STOCKHOLDERS' EQUITY

Preferred stock
The Company has 21,000,000 shares of preferred stock authorized of which
2,000,000 shares have been designated Series A Junior Participating
Preferred Stock and 11,000,000 have been designated 7% PRIDES, Convertible
Preferred Stock.

The Company has 11,000,000 shares of 7% PRIDES outstanding, which were
issued early in 1994 for $47.25 (stated value) per share. The PRIDES
mature on December 31, 1997, at which time they mandatorily convert into
shares of the Company's common stock on a one for one basis. Dividends are
cumulative from the date of issuance and are payable quarterly in arrears.
Holders may convert each share of PRIDES into .82 of a share of common
stock (to be adjusted under certain circumstances) at any time prior to
December 31, 1997. The Company has the option of redeeming the PRIDES at
any time on or after December 31, 1996, for common stock having a fair
market value equal to the issue price plus accrued dividends plus a small
premium. The redemption price will in no event be less than .82 of a
share of common stock per share of PRIDES. The holders of shares of PRIDES
have the right to vote with the holders of common stock 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. Dividends declared in 1994 were $3.10 per share.

Common stock

Shares Amount
_________________________

Authorized, without par value 200,000,000
Outstanding:
At beginning of 1992 59,606,960 $742.0
Shares issued under employee benefit plans:
1992 153,259 8.2
1993 728,644 34.0
1994 1,679,792 85.5
_________________________
At end of 1994 62,168,655 $869.7
=========================

The Company filed a registration statement in late 1993 relating to the
contribution, through December 31, 1995, of up to 3.0 million shares of
common stock to one or more of its pension plans. Contributions were made
totaling 600,000 shares (valued at $28 million) in 1993 and 1.5 million
shares (valued at $77 million) in 1994.

NOTE I - STOCKHOLDERS' EQUITY - continued

Cash dividends declared
1994 1993 1992
_________________________
7% PRIDES $34.1 - -
Common stock 61.9 $71.9 $107.3
_________________________
$96.0 $71.9 $107.3
=========================

Stock option plan
The Company has a non-qualified stock option plan under which stock options
may be granted to key employees at a price equal to the fair market value
at the date of grant. Transactions involving the plan are summarized as
follows:

1994 1993 1992
____________________________________
Outstanding January 1 3,755,806 3,138,856 2,609,856
Granted 727,950 673,100 620,700
Cancelled (24,650) (33,250) (26,550)
Exercised (55,052) (22,900) (65,150)
____________________________________
Outstanding at December 31 4,404,054 3,755,806 3,138,856
====================================
Exercisable at December 31 3,681,204 3,084,356 2,531,056
====================================
Options available for grant 1,312,700 2,016,000 2,655,850
====================================

Weighted-average prices:
Granted $45.38 $45.50 $57.25
Exercised 31.00 35.25 36.50
Outstanding at December 31 50.75 51.50 52.75
Exercisable at December 31 51.75 52.75 51.50

NOTE I - STOCKHOLDERS' EQUITY - continued

Shareholder rights plan
Each share of the Company's common stock has one right attached. The
rights trade with the common stock and are exercisable only if a person or
group buys 20% or more of the Company's common stock, or announces a tender
offer for 30% or more of the outstanding common stock. When exercisable,
each right will entitle a holder to buy one-hundredth of one share of the
Company's Series A Junior Participating Preferred Stock at an exercise
price of $125.

If at any time after the rights become exercisable, the Company is acquired
in a merger or other business combination or if 50% of its assets or
earning power is sold or transferred, each right would enable its holder to
buy common stock of the acquiring company at a 50% discount. In addition,
if a person or group acquires 30% or more of the common stock or if certain
other events occur, each right would enable its holder to buy common stock
of the Company at a 50% discount. The rights, which do not have voting
privileges, expire in 1997, but may be redeemed by action of the Board of
Directors before then, under certain circumstances, for $0.05 per right.
Until the rights become exercisable, they have no dilutive effect on
earnings per share.

Although these rights should not interfere with a business combination
approved by the Board of Directors, they will cause substantial dilution to
a person or group that attempts to acquire the Company without conditioning
the offer on redemption of the rights or acquiring a substantial number of
the rights.

Cumulative currency translation adjustments

1994 1993 1992
_______________________________
At beginning of year $(49.9) $(1.7) $14.2
Currency translation adjustments 7.0 (49.1) (15.0)
Income taxes - .9 (.9)
_______________________________
At end of year $(42.9) $(49.9) $(1.7)
===============================

NOTE J - POSTRETIREMENT BENEFITS

Pensions
The Company has several noncontributory defined benefit pension plans
covering substantially all employees. Plans covering salaried employees
provide pension benefits that are based on a formula which considers length
of service and earnings during years of service. Plans covering hourly
employees generally provide a specific amount of benefits for each year of
service.

Net pension costs were as follows:

1994 1993 1992
___________________________
Service cost $32.0 $26.8 $27.1
Interest cost 126.4 116.8 107.7
Actual return on plan assets 2.8 (162.8) (43.5)
Net amortization and deferrals (91.9) 83.9 (27.1)
Other 12.3 9.8 12.8
___________________________
Total $81.6 $74.5 $77.0
===========================

Assumptions used in accounting for the principal pension plans are as
follows:

1994 1993 1992
__________________________
Weighted-average discount rate 8.75% 7.5% 8.5%
Approximate weighted-average rate
of increase in compensation levels
(salaried plan only) 4.5% 4.5% 4.5%
Expected long-term rate of return
on assets 9.25% 9.25% 9.25%

NOTE J - POSTRETIREMENT BENEFITS - continued

The following table sets forth information on the principal pension plans
at December 31:

1994 1993
___________________
Actuarial present value of pension benefit obligation:
Vested $1,285.8 $1,375.7
Nonvested 160.2 168.2
___________________
Accumulated $1,446.0 $1,543.9
===================
Projected $1,539.6 $1,660.7
Plan assets at fair value 1,346.4 1,329.2
___________________
Plan assets less than pension benefit obligation 193.2 331.5

Items not yet recognized:
Unrecognized net loss (181.4) (253.7)
Unamortized plan change benefits (95.7) (104.5)
Recognition of minimum liability 103.5 153.0
___________________
Net pension liability $19.6 $126.3
===================

Reflected in the Company's balance sheet is the additional minimum
liability relative to its underfunded plans in the amount of $103.5 million
in 1994 ($153.0 million in 1993). A corresponding amount is recognized as
an intangible asset, to the extent it does not exceed unamortized plan
change benefits, while the excess, net of tax, has been charged to
stockholders' equity.

From 1995 to 1998, the Company plans to make contributions totaling
approximately $200 million to its pension plans. The timing of the
contributions will depend upon conditions in the securities markets and the
overall business environment. Cash for the fundings is expected to be
generated from operations. If there are no significant plan changes and/or
deviations in actuarial assumptions, this funding level will provide for a
fully funded accumulated benefit obligation by 1998. The Company
contributed $122 million (including 1.5 million shares of common stock
valued at $77 million) in 1994 and $150 million (including 600,000 shares
of common stock valued at $28 million) in 1993.

At December 31, 1994, approximately 58% of the plans' assets were invested
in corporate equity securities (including 1.9 million shares of common
stock of the Company), 26% in corporate bonds, 11% in government debt
securities and cash equivalents and 5% in real estate. The market value of
the common stock of the Company held by the plans at December 31, 1994 was
$91 million. Dividends paid on these shares in 1994 were $1.7 million.

NOTE J - POSTRETIREMENT BENEFITS - continued

Other postretirement benefits
IN 1992, THE COMPANY ELECTED EARLY ADOPTION OF FAS NO. 106 - EMPLOYERS'
ACCOUNTING FOR POSTRETIREMENT BENEFITS OTHER THAN PENSIONS. FAS NO. 106
GENERALLY REQUIRES THE ACCRUAL OF THE EXPECTED COST OF POSTRETIREMENT
BENEFITS (HEALTH CARE AND LIFE INSURANCE) BY THE DATE EMPLOYEES ATTAIN FULL
ELIGIBILITY FOR BENEFITS TO BE RECEIVED. PREVIOUSLY, THE EXPENSE FOR THESE
BENEFITS WAS RECOGNIZED WHEN COSTS WERE INCURRED OR CLAIMS WERE RECEIVED.

A charge of $610 million ($975 million before tax) was recognized in 1992
for the cumulative effects of this accounting change.

The Company provides health care and life insurance benefits to most
domestic retired employees. Substantially all of the Company's domestic
employees may become eligible for these benefits if they reach retirement
age while working for the Company. In late 1992 and in 1993 the Company
changed the plans to provide for additional cost-sharing features with
future retirees. These include the elimination of certain reimbursements
and requiring retiree contributions based upon age and service criteria and
at specified cost levels. These changes reduced the cost of providing
these benefits by approximately $39 million in 1993. The Company's policy
is to fund the cost of these benefits when actual expenses are incurred.

The Company's accumulated postretirement benefit obligation is comprised of
the following at December 31:

1994 1993
___________________
Retirees $716.6 $748.0
Active employees fully eligible 54.8 57.2
Active employees not fully eligible 140.0 176.4
Unamortized plan change benefits 188.7 207.4
Unrecognized net loss (20.5) (115.9)
___________________
Total $1,079.6 $1,073.1
===================

Net periodic postretirement benefit cost was:

1994 1993 1992
____________________________
Service cost $8.0 $9.4 $16.6
Interest cost 73.5 73.7 84.7
Net amortization (16.0) (14.5) -
____________________________
Total $65.5 $68.6 $101.3
============================

The annual assumed rate of increase in the per capita cost of covered
benefits (i.e., health care cost trend rate) is 10% for 1995 (11% in 1994
and 12.5% in 1993) and is assumed to decrease gradually to 6% for 2002 and
remain at that level thereafter. The health care cost trend rate
assumption has a significant effect on the amounts reported. For example,
each one percentage point change in the assumed health care cost trend rate
would change the accumulated postretirement benefit obligation as of
December 31, 1994, by approximately $57 million and the aggregate of the
service and interest cost components of net periodic postretirement benefit
cost for 1994 by approximately $5 million.

NOTE J - POSTRETIREMENT BENEFITS - continued

The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 8.75% at December 31, 1994, and 7.5%
at December 31, 1993.

NOTE K - TAXES ON INCOME

IN 1992 THE COMPANY CHANGED ITS METHOD OF ACCOUNTING FOR INCOME TAXES FROM
THE DEFERRED METHOD TO THE LIABILITY METHOD AS REQUIRED BY FAS NO. 109 -
ACCOUNTING FOR INCOME TAXES. AS PERMITTED UNDER THE NEW RULES, PRIOR YEARS'
FINANCIAL STATEMENTS HAVE NOT BEEN RESTATED.

A charge of $30 million was recognized in 1992 for the cumulative effects
of this accounting change. Adoption of FAS No. 109 enabled full
recognition of the deferred tax benefits associated with the adoption of
FAS No. 106.

At December 31, 1994, the Company had various U.S., Canadian and German
income tax carryforward benefits of $98 million that expire primarily
between 1998 and 2009 and $121 million that can be carried forward
indefinitely. The Company has deferred tax assets primarily relating to
certain foreign entities of approximately $49 million against which a full
valuation reserve has been recorded. The Company is continuing to evaluate
alternatives which may result in the ultimate realization of a portion of
these assets.

<PAGE>
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. At
December 31, 1994, the Company had $976 million (1993 - $925 million) of
deferred tax assets and $717 million (1993 - $656 million) of deferred
tax liabilities which have been netted with respect to tax jurisdictions
for presentation purposes. The significant components of these amounts
as shown on the balance sheet are as follows:
<TABLE>
<CAPTION>
1994 1993
__________________________________________
Asset Liability Asset Liability
__________________________________________
<S> <C> <C> <C> <C>
Retiree health benefits $413.7 - $412.3 -
Tax carryforward benefits 206.9 $(60.6) 182.2 $(52.1)
Environmental, restructuring and other costs 141.7 (2.7) 168.8 (2.9)
Other 69.5 16.9 27.8 13.9
Tax over book depreciation (341.1) 229.7 (321.1) 198.0
Valuation reserve relating to tax carryforward benefits (48.5) - (44.0) -
__________________________________________
Total deferred tax assets and liabilities 442.2 183.3 426.0 156.9
Amount included as current in balance sheet 16.7 .1 17.8 .1
__________________________________________
Noncurrent deferred tax assets and liabilities $425.5 $183.2 $408.2 $156.8
==========================================
/TABLE
<PAGE>
NOTE K - TAXES ON INCOME - continued

Significant components of the provision for income taxes are as follows:

1994 1993 1992
______________________________
Current:
Federal $29.3 $(55.8) $10.8
Foreign 15.2 14.3 19.8
State 1.3 4.3 2.4
______________________________
Total current 45.8 (37.2) 33.0
______________________________
Deferred:
Federal (13.2) (98.4) (89.0)
Foreign 32.5 (33.3) (16.9)
State (8.1) (28.9) (17.7)
______________________________
Total deferred 11.2 (160.6) (123.6)
______________________________
Equity income 11.4 4.8 4.4
______________________________
Total $68.4 $(193.0) $(86.2)
==============================

The deferred tax provision includes state and foreign operating loss
carryforward benefits of $14 million.

The Company has not provided taxes on the undistributed earnings ($752
million) of foreign subsidiaries as it is the intent of the Company to use
such earnings to finance foreign expansion, reduce foreign debt and support
foreign operating requirements.

The Company's effective income tax rate varied from the United States
statutory rate as follows:

1994 1993 1992
_______________________
United States rate 35% (35)% (34)%
Income taxed at other than United States rate 2 3 (3)
Percentage depletion (3) (1) (2)
State income taxes and other 2 (4) (5)
_______________________
Effective rate 36% (37)% (44)%
=======================

Net income taxes paid (refunded) were ($16.9 million), $5.7 million and
$17.1 million in 1994, 1993 and 1992, respectively.

NOTE L - FINANCIAL INSTRUMENTS

The Company uses forward contracts and swap agreements to manage a portion
of its exposure to fluctuations in foreign currencies relating to certain
foreign debt agreements and certain committed aluminum sales and raw
material acquisitions in foreign markets. At December 31, 1994, the
Company had $578 million of these arrangements (1993 - $514 million) which
mature in 1995 to 2002. The effects of these contracts are recognized or
accrued as a component of the hedged transaction.

The fair value of the Company's financial instruments was estimated based
upon quoted prices for comparable contracts and discounted cash flow
analyses and varies from period to period based on a number of factors,
principally interest rates. At the end of 1994 and 1993, the fair value of
the financial instruments discussed above and interest rate swap agreements
discussed in Note H was approximately the same as carrying value. The
Company is exposed to certain losses if the other parties to these
agreements do not perform, but the counterparties are expected to perform
their obligations. The carrying amount of long-term debt was approximately
$140 million lower than its fair value in 1993 and approximately equal to
fair value in 1994.

NOTE M - CONTINGENT LIABILITIES AND COMMITMENTS

Various suits and claims are pending against the Company. In the opinion
of management, after consultation with counsel, disposition of these suits
and claims, either individually or in the aggregate, will not have a
material adverse effect on the Company's competitive or financial position
or its ongoing results of operations. No assurance can be given, however,
that the disposition of one or more of such suits or claims in a particular
reporting period will not be material in relation to the reported results
for such period.

In order to assure an adequate supply of certain raw material requirements,
the Company has committed to pay its proportionate share of annual
production charges (including debt service) relating to its interests in
certain unincorporated joint ventures and associated companies. These
arrangements include minimum commitments of approximately $45 million
annually through 1999 and additional amounts thereafter which together, at
present value, aggregate $190 million at December 31, 1994, after excluding
interest of $36 million and variable operating costs of the facilities.
During 1994 approximately $190 million (1993 - $195 million; 1992 - $200
million) of raw materials were purchased under these arrangements.

Certain items of property, plant and equipment are leased under long-term
operating leases. Lease expense was approximately $45 million per year for
the years 1992 to 1994. Lease commitments at December 31, 1994, were
approximately $76 million. Leases covering major items contain renewal
and/or purchase options which may be exercised.

NOTE N - ENVIRONMENTAL EXPENDITURES

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.

The Company is involved in various worldwide environmental improvement
activities resulting from past operations, including designation as a
potentially responsible party (PRP), with others, at various EPA designated
Superfund sites. In developing its estimate of environmental remediation
costs, the Company considers, among other things, currently available
technological solutions, alternative cleanup methods and risk-based
assessments of the contamination and, as applicable, an estimation of its
proportionate share of remediation costs. The Company may also make use of
external consultants, and consider, when available, estimates by other
PRP's and governmental agencies and information regarding the financial
viability of other PRP's. Based upon information currently available, the
Company believes it is unlikely that it will incur substantial additional
costs as a result of failure by other PRP's to satisfy their
responsibilities for remediation costs.

Amounts have been recorded which, in management's best estimate, will be
sufficient to satisfy anticipated costs of known remediation requirements.
At December 31, 1994, $272 million for estimated environmental remediation
costs had been accrued. Expenditures relating to costs currently accrued
are expected to be made over the next 15 to 20 years with the majority to
be spent by the year 2000. As a result of factors such 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 potentially
responsible parties, estimated costs for future environmental compliance
and remediation are necessarily imprecise and it is not possible to predict
the amount or timing of future costs of environmental remediation
requirements which may subsequently be determined. Based upon information
presently available, such future costs are not expected to have a material
adverse effect on the Company's competitive or financial position or its
ongoing results of operations. However, such costs could be material to
results of operations in a future period.

NOTE O - OPERATIONAL RESTRUCTURING AND ASSET REVALUATION COSTS

The Company recorded $348.2 million in 1993 and $106.4 million in 1992 in
operational restructuring and asset revaluation costs. These costs
resulted from the Company's estimate of the ultimate realization of the
carrying value of certain assets, liabilities related to the offering of an
early retirement program for certain salaried employees, and the employee
termination and other costs associated with disposal or restructuring of
certain uneconomic operations. The components of these charges were as
follows:

1993 1992
___________________
Asset revaluation $188.6 $50.5
Pension, health care and early retirement costs 116.4 21.2
Other operational restructuring costs 43.2 34.7
___________________
Total $348.2 $106.4
===================

The 1993 charges relate primarily to the Company's plans to restructure
operations at certain manufacturing facilities. The Company discontinued
manufacturing various sheet products in Illinois and eliminated extruded
shapes operations in Kentucky. To reduce costs, the Company offered in
1992 an early retirement program to certain salaried employees. In
addition, in both 1993 and 1992, the Company provided for the restructuring
and/or disposal of certain other uneconomic operations.

Cash requirements were $7.5 million in 1992, $13.6 million in 1993 and
$41.5 million in 1994 principally for employee termination and benefit
costs. Estimated cash requirements for 1995 are $27 million.

Most of the restructuring activities for which costs have been accrued will
be completed during 1995.

NOTE P - COMPANY OPERATIONS

The Company is a vertically integrated enterprise operating predominantly
in the aluminum industry in both domestic and foreign areas. In order to
more fully describe the nature of its operations and to supplement the
foregoing, the Company has separated its vertically integrated operations
into two groups referred to as finished products and other sales, and
production and processing. Summarized financial information relating to
the Company's operations and investments is as follows:
<PAGE>
<TABLE>
<CAPTION>
Domestic Canada
_____________________________ ___________________________
GEOGRAPHIC DATA 1994 1993 1992 1994 1993 1992
_____________________________ ___________________________
<S> <C> <C> <C> <C> <C> <C>
Products and services sold
Customers $4,506.5 $3,966.5 $4,212.6 $374.7 $293.5 $276.8
Transfers between areas 329.2 224.1 276.4 498.7 377.4 425.5
_____________________________ ___________________________
Total products and services sold $4,835.7 $4,190.6 $4,489.0 $873.4 $670.9 $702.3

============================= ===========================
Operating profit (loss) $54.6 $(16.8) $76.4 $105.3 $(9.3) $19.4
Equity in income of companies
not consolidated 9.0 8.5 8.3
Interest and other income 45.3 6.0 44.7 1.3 .7 1.2
Interest expense (116.5) (116.1) (130.6) (27.9) (23.5) (19.4)
_____________________________ ___________________________
Income (loss) before income taxes
and cumulative effects of
accounting changes $(16.6) $(126.9) $(9.5) $87.7 $(23.6) $9.5

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

Identifiable assets $4,577.9 $3,991.1 $3,969.7 $1,287.8 $1,215.8 $1,250.5
</TABLE>

<TABLE>
<CAPTION>
Finished products and other sales
___________________________________
OPERATING DATA 1994 1993 1992
___________________________________
<S> <C> <C> <C>
Products and services sold
Customers $3,040.3 $2,528.1 $2,582.2
Internal transfers 3.7 2.1 3.8
___________________________________
Total products and services sold $3,044.0 $2,530.2 $2,586.0
===================================

Operating profit (loss) $255.4 $146.5 $214.1
Equity in income of companies not consolidated
Interest and other income
Interest expense

Income (loss) before income taxes and
cumulative effects of accounting changes

Operating profit (loss) includes depreciation and amortization of $85.5 $71.1 $71.8
Identifiable assets $1,451.7 $1,252.9 $1,156.3

Capital investments $176.2 $173.1 $63.6
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Other foreign (principally Europe) Eliminations, etc. Consolidated
__________________________________ ________________________________ _____________________________
1994 1993 1992 1994 1993 1992 1994 1993 1992
__________________________________ ________________________________ _____________________________
<C> <C> <C> <C> <C> <C> <C> <C> <C>
$997.9 $1,009.2 $1,103.2 $5,879.1 $5,269.2 $5,592.6
178.3 160.7 178.8 $(1,006.2) $(762.2) $(880.7)
__________________________________ ________________________________ _____________________________
$1,176.2 $1,169.9 $1,282.0 $(1,006.2) $(762.2) $(880.7) $5,879.1 $5,269.2 $5,592.6
================================== ================================ =============================

$63.0 $(5.1) $74.9 $(11.3) $(349.7) $(263.1) $211.6 $(380.9) $(92.4)

23.5 8.6 8.1 (9.0) (8.5) (8.3) 23.5 8.6 8.1
66.8 9.8 13.8 (2.8) (.1) (4.0) 110.6 16.4 55.7
(14.0) (19.7) (20.8) 2.8 .1 4.0 (155.6) (159.2) (166.8)
__________________________________ ________________________________ _____________________________

$139.3 $(6.4) $76.0 $(20.3) $(358.2) $(271.4) $190.1 $(515.1) $(195.4)
================================== ================================ =============================

$975.1 $748.2 $941.4 $(235.6) $(79.0) $(114.4) $6,605.2 $5,876.1 $6,047.2

<PAGE>
<CAPTION>
Production and processing Eliminations, etc. Consolidated
_______________________________ _______________________________ _____________________________
1994 1993 1992 1994 1993 1992 1994 1993 1992
_______________________________ _______________________________ _____________________________
<C> <C> <C> <C> <C> <C> <C> <C> <C>
$2,838.8 $2,741.1 $3,010.4 $5,879.1 $5,269.2 $5,592.6
705.8 659.4 770.6 $(709.5) $(661.5) $(774.4)
_______________________________ _______________________________ _____________________________
$3,544.6 $3,400.5 $3,781.0 $(709.5) $(661.5) $(774.4) $5,879.1 $5,269.2 $5,592.6
=============================== =============================== =============================

$2.0 $(188.2) $(53.6) $(45.8) $(339.2) $(252.9) $211.6 $(380.9) $(92.4)
32.5 17.1 16.4 (9.0) (8.5) (8.3) 23.5 8.6 8.1
110.6 16.4 55.7
(155.6) (159.2) (166.8)
_____________________________

$190.1 $(515.1) $(195.4)
=============================

$209.3 $215.9 $212.2 $294.8 $287.0 $284.0
$3,963.3 $3,686.3 $4,117.3 $(84.3) $(15.2) $(14.4) $5,330.7 $4,924.0 $5,259.2

$228.1 $227.4 $261.8 $404.3 $400.5 $325.4
</TABLE>
<PAGE>
NOTE P - COMPANY OPERATIONS - continued

Approximately 27% of products transferred between operating areas and all
transfers from other foreign areas are reflected at cost-related prices.
Other transfers between operating areas and transfers between Canada and
domestic areas are reflected at market-related prices.

Operating profit is after allocation of selling, administrative and general
expenses. It does not reflect interest expense or other items of income or
expense considered to be general corporate in nature.

The Company has investments in and advances to associated companies and
unincorporated joint ventures not consolidated amounting to $856.1 million
in 1994, $832.5 million in 1993 and $849.8 million in 1992. Such
investments and advances relate principally to Australian and Canadian
entities in the production and processing area. Corporate assets
associated with operating data of $1,274.5 million in 1994, $952.1 million
in 1993 and $788.0 million in 1992 consist principally of cash,
investments, deferred taxes and other assets.

Research and development expenditures were $38.2 million in 1994, $36.1
million in 1993 and $37.7 million in 1992.

NOTE Q - CANADIAN REYNOLDS METALS COMPANY, LIMITED

Financial statements and financial statement schedules for Canadian
Reynolds Metals Company, Limited have been omitted because the securities
it has registered under the Securities Act of 1933 (thus subjecting it to
reporting requirements under Section 13 or 15(d) of the Securities Exchange
Act of 1934) are fully and unconditionally guaranteed by Reynolds Metals
Company. Financial information relating to Canadian Reynolds Metals
Company, Limited is presented herein in accordance with Staff Accounting
Bulletin 53 as an addition to the footnotes to the financial statements of
Reynolds Metals Company. Summarized financial information is as follows:

Year ended December 31
__________________________
1994 1993 1992
__________________________

Net Sales:
Customers $372.9 $293.5 $276.8
Parent company 498.2 377.5 425.5
__________________________
871.1 671.0 702.3
Cost of products sold 754.7 666.4 683.5
Income (loss) before cumulative effect
of accounting change 49.7 (35.7) 22.2
Net income (loss) $49.7 $(35.7) $28.6
[CAPTION]
December 31
_____________________
1994 1993
_____________________

Current assets $237.7 $146.9
Noncurrent assets 1,014.9 1,056.1
Current liabilities (83.3) (99.8)
Noncurrent liabilities (563.7) (540.7)<PAGE>
<TABLE>
<CAPTION>
Quarterly Results of Operations (Unaudited)
(In millions, except per share amounts)

1994 1993
________________________________________ ___________________________________________
Quarter 1st 2nd 3rd 4th 1st 2nd 3rd 4th
________________________________________ ___________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $1,253.9 $1,455.0 $1,531.4 $1,638.8 $1,230.7 $1,356.0 $1,336.2 $1,346.3
Gross profit 87.7 145.0 158.3 209.6 74.7 93.8 78.2 92.2
Net income (loss) $(21.1) $11.9 $62.0 $68.9 $(32.7) $(22.8) $(28.0) $(238.6)
======================================== ===========================================

Net income (loss) per common share $(0.46) $0.05 $0.86 $0.97 $(0.55) $(0.38) $(0.47) $(3.98)

</TABLE>

Gross profit is net sales minus cost of products sold. Net income (loss)
for 1994 includes a gain of $41 million in the third quarter from the
sale of Reynolds Australia Metals, Ltd. and a gain of $16 million in the
fourth quarter from the sale of timberland in the Pacific Northwest.
Net income (loss) for 1993 includes a charge of $8 million in the third
quarter to cover the costs of the temporary curtailment of primary
aluminum production and a charge of $220 million in the fourth quarter for
operational restructuring and asset revaluation costs.<PAGE>

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Stockholders and Board of Directors
Reynolds Metals Company

We have audited the accompanying consolidated balance sheets of Reynolds
Metals Company as of December 31, 1994 and 1993, and the related
consolidated statements of income and retained earnings, and cash flows for
each of the three years in the period ended December 31, 1994. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Reynolds
Metals Company at December 31, 1994 and 1993, and the consolidated results
of its operations and its cash flows for each of the three years in the
period ended December 31, 1994, in conformity with generally accepted
accounting principles.

As discussed in the notes to the consolidated financial statements, the
Company changed its methods of accounting for postretirement benefits other
than pensions (Note J) and income taxes (Note K) in 1992.

Ernst & Young LLP

Richmond, Virginia
February 17, 1995

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

For information concerning the directors and nominees for directorship, see
the information under the caption "Item 1. Election of Directors" in the
Registrant's Proxy Statement for the Annual Meeting of Stockholders to be
held on April 19, 1995, which information is incorporated herein by
reference.

Information concerning executive officers of the Registrant is shown in
Part I - Item 4A of this report.

Item 11. EXECUTIVE COMPENSATION

For information required by this item, see the information under the
captions "Item 1. Election of Directors - Board Compensation and
Benefits", "Item 1. Election of Directors - Other Compensation", and
"Executive Compensation" in the Registrant's Proxy Statement for the Annual
Meeting of Stockholders to be held on April 19, 1995, which information is
incorporated herein by reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

For information required by this item, see the information under the
caption "Beneficial Ownership of Securities" in the Registrant's Proxy
Statement for the Annual Meeting of Stockholders to be held on April 19,
1995, which information (other than that appearing under the caption
"Beneficial Ownership of Securities - Stock Ownership Guidelines") is
incorporated herein by reference.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For information required by this item, see the information under the
captions "Item 1. Election of Directors - Other Compensation" and
"Executive Compensation - Pension Plan Table" in the Registrant's Proxy
Statement for the Annual Meeting of Stockholders to be held on April 19,
1995, which information is incorporated herein by reference.

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The consolidated financial statements and exhibits listed below
are filed as a part of this report.

(1) Consolidated Financial Statements: Page

Consolidated statement of income and retained
earnings -
Years ended December 31, 1994, 1993 and 1992. 32

Consolidated balance sheet - December 31, 1994
and 1993. 33

Consolidated statement of cash flows -
Years ended December 31, 1994, 1993 and 1992. 34

Notes to consolidated financial statements. 35

Report of Ernst & Young LLP,
Independent Auditors. 54

(2) Financial Statement Schedules

All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange
Commission have been omitted because they are not required,
are inapplicable or the required information has otherwise
been given.

Individual financial statements of Reynolds Metals Company
have been omitted because the restricted net assets (as
defined in Accounting Series Release 302) of all
subsidiaries included in the consolidated financial
statements filed, in the aggregate, do not exceed 25% of
the consolidated net assets shown in the consolidated
balance sheet as of December 31, 1994.

Financial statements of all associated companies (20% to
50% owned) have been omitted because no associated company
is individually significant.

(3) Exhibits

EXHIBIT 2 - None

EXHIBIT 3.1 - Restated Certificate of Incorporation, as
amended to the date hereof

EXHIBIT 3.2 - By-Laws, as amended to the date hereof

EXHIBIT 4.1 - Restated Certificate of Incorporation. See
EXHIBIT 3.1.

EXHIBIT 4.2 - By-Laws. See EXHIBIT 3.2.

* EXHIBIT 4.3 - 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))

* EXHIBIT 4.4 - Amendment No. 1 dated as of November 1,
1991 to the Indenture. (File No. 1-1430,
1991 Form 10-K Report, EXHIBIT 4.4)

* EXHIBIT 4.5 - 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)

* EXHIBIT 4.6 - 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)

* EXHIBIT 4.7 - Form of 9-3/8% Debenture due June 15, 1999.
(File No. 1-1430, Form 8-K Report dated
June 6, 1989, EXHIBIT 4)

* EXHIBIT 4.8 - Form of Fixed Rate Medium-Term Note.
(Registration Statement No. 33-30882 on
Form S-3, dated August 31, 1989,
EXHIBIT 4.3)

* EXHIBIT 4.9 - Form of Floating Rate Medium-Term Note.
(Registration Statement No. 33-30882 on
Form S-3, dated August 31, 1989,
EXHIBIT 4.4)

* EXHIBIT 4.10 - Form of Book-Entry Fixed Rate Medium-Term
Note. (File No. 1-1430, 1991 Form 10-K
Report, EXHIBIT 4.15)

* EXHIBIT 4.11 - Form of Book-Entry Floating Rate
Medium-Term Note. (File No. 1-1430, 1991
Form 10-K Report, EXHIBIT 4.16)

* EXHIBIT 4.12 - Form of 9% Debenture due August 15, 2003.
(File No. 1-1430, Form 8-K Report dated
August 16, 1991, Exhibit 4(a))

* EXHIBIT 4.13 - Articles of Continuance of Canadian
Reynolds Metals Company, Limited -- Societe
Canadienne de Metaux Reynolds, Limitee
("CRM"), as amended to the date hereof.
(Registration Statement No. 33-59168 on
Form S-3, dated March 5, 1993, EXHIBIT 4.1)

* EXHIBIT 4.14 - By-Laws of CRM, as amended to the date
hereof. (File No. 1-1430, Form 10-Q Report
for the Quarter Ended September 30, 1993,
EXHIBIT 4.19)

* EXHIBIT 4.15 - Indenture dated as of April 1, 1993 among
CRM, Reynolds Metals Company and The Bank
of New York, as Trustee. (File No. 1-1430,
Form 8-K Report dated July 14, 1993,
EXHIBIT 4(a))

* EXHIBIT 4.16 - Form of 6-5/8% Guaranteed Amortizing Note
due July 15, 2002. (File No. 1-1430, Form
8-K Report dated July 14, 1993,
EXHIBIT 4(d))

EXHIBIT 9 - None

#* EXHIBIT 10.1 - Reynolds Metals Company 1982 Nonqualified
Stock Option Plan, as amended through
May 17, 1985. (File No. 1-1430, 1985 Form
10-K Report, EXHIBIT 10.2)

#* EXHIBIT 10.2 - Reynolds Metals Company 1987 Nonqualified
Stock Option Plan. (Registration Statement
No. 33-13822 on Form S-8, dated April 28,
1987, EXHIBIT 28.1)

#* EXHIBIT 10.3 - Reynolds Metals Company 1992 Nonqualified
Stock Option Plan. (Registration Statement
No. 33-44400 on Form S-8, dated December 9,
1991, EXHIBIT 28.1)

#* EXHIBIT 10.4 - Reynolds Metals Company Performance
Incentive Plan, as amended and restated
effective January 1, 1985. (File No.
1-1430, 1985 Form 10-K Report,
EXHIBIT 10.3)

#* EXHIBIT 10.5 - Consulting Agreement dated April 16, 1986
between Reynolds Metals Company and
David P. Reynolds. (File No. 1-1430, Form
10-Q Report for the Quarter Ended March 31,
1986, EXHIBIT 19)

#* EXHIBIT 10.6 - Form of Deferred Compensation Agreement
dated February 17, 1984 between Reynolds
Metals Company and David P. Reynolds.
(File No. 1-1430, Form 10-Q Report for the
Quarter Ended March 31, 1994, EXHIBIT 10.6)

#* EXHIBIT 10.7 - Deferred Compensation Agreement dated
May 16, 1986 between Reynolds Metals
Company and David P. Reynolds. (File No.
1-1430, Form 10-Q Report for the Quarter
Ended June 30, 1986, EXHIBIT 19)

#* EXHIBIT 10.8 - Agreement dated December 9, 1987 between
Reynolds Metals Company and Jeremiah J.
Sheehan. (File No. 1-1430, 1987 Form 10-K
Report, EXHIBIT 10.9)

#* EXHIBIT 10.9 - Supplemental Death Benefit Plan for
Officers. (File No. 1-1430, 1986 Form 10-K
Report, EXHIBIT 10.8)

#* EXHIBIT 10.10 - Financial Counseling Assistance Plan for
Officers. (File No. 1-1430, 1987 Form 10-K
Report, EXHIBIT 10.11)

#* EXHIBIT 10.11 - Management Incentive Deferral Plan. (File
No. 1-1430, 1987 Form 10-K Report,
EXHIBIT 10.12)

#* EXHIBIT 10.12 - Deferred Compensation Plan for Outside
Directors as Amended and Restated Effective
December 1, 1993. (File No. 1-1430, 1993
Form 10-K Report, EXHIBIT 10.12)

#* EXHIBIT 10.13 - Retirement Plan for Outside Directors.
(File No. 1-1430, 1986 Form 10-K Report,
EXHIBIT 10.10)

#* EXHIBIT 10.14 - Death Benefit Plan for Outside Directors.
(File No. 1-1430, 1986 Form 10-K Report,
EXHIBIT 10.11)

#* EXHIBIT 10.15 - Form of Indemnification Agreement for
Directors and Officers. (File No. 1-1430,
Form 8-K Report dated April 29, 1987,
EXHIBIT 28.3)

#* EXHIBIT 10.16 - Form of Executive Severance Agreement
between Reynolds Metals Company and key
executive personnel, including each of the
individuals listed in Item 4A hereof.
(File No. 1-1430, 1987 Form 10-K Report,
EXHIBIT 10.18)

#* EXHIBIT 10.17 - Renewal dated February 21, 1992 of
Consulting Agreement dated April 16, 1986
between Reynolds Metals Company and
David P. Reynolds. (File No. 1-1430, 1991
Form 10-K Report, EXHIBIT 10.19)

#* EXHIBIT 10.18 - Amendment to Reynolds Metals Company 1987
Nonqualified Stock Option Plan effective
May 20, 1988. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended June 30, 1988,
EXHIBIT 19(a))

#* EXHIBIT 10.19 - Amendment to Reynolds Metals Company 1987
Nonqualified Stock Option Plan effective
October 21, 1988. (File No. 1-1430, Form
10-Q Report for the Quarter Ended
September 30, 1988, EXHIBIT 19(a))

#* EXHIBIT 10.20 - Amendment to Reynolds Metals Company 1987
Nonqualified Stock Option Plan effective
January 1, 1987. (File No. 1-1430, 1988
Form 10-K Report, EXHIBIT 10.22)

#* EXHIBIT 10.21 - Amendment to Reynolds Metals Company
Performance Incentive Plan effective
January 1, 1989. (File No. 1-1430, Form
10-Q Report for the Quarter Ended June 30,
1989, EXHIBIT 19)

#* EXHIBIT 10.22 - Form of Stock Option and Stock Appreciation
Right Agreement, as approved February 16,
1990 by the Compensation Committee of the
Company's Board of Directors. (File No.
1-1430, 1989 Form 10-K Report,
EXHIBIT 10.24)

#* EXHIBIT 10.23 - Amendment to Reynolds Metals Company 1982
Nonqualified Stock Option Plan effective
January 18, 1991. (File No. 1-1430, 1990
Form 10-K Report, EXHIBIT 10.25)

#* EXHIBIT 10.24 - Amendment to Reynolds Metals Company 1987
Nonqualified Stock Option Plan effective
January 18, 1991. (File No. 1-1430, 1990
Form 10-K Report, EXHIBIT 10.26)

#* EXHIBIT 10.25 - Letter Agreement dated January 18, 1991
between Reynolds Metals Company and
William O. Bourke. (File No. 1-1430, 1990
Form 10-K Report, EXHIBIT 10.29)

#* EXHIBIT 10.26 - Form of Stock Option Agreement, as approved
April 22, 1992 by the Compensation
Committee of the Company's Board of
Directors. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended March 31,
1992, EXHIBIT 28(a))

#* EXHIBIT 10.27 - Consulting Agreement dated May 1, 1992
between Reynolds Metals Company and
William O. Bourke. (File No. 1-1430, Form
10-Q Report for the Quarter Ended March 31,
1992, EXHIBIT 28(b))

#* EXHIBIT 10.28 - Renewal dated February 18, 1994 of
Consulting Agreement dated May 1, 1992
between Reynolds Metals Company and
William O. Bourke. (File No. 1-1430, 1993
Form 10-K Report, EXHIBIT 10.28)

#* EXHIBIT 10.29 - Reynolds Metals Company Restricted Stock
Plan for Outside Directors. (Registration
Statement No. 33-53851 on Form S-8, dated
May 27, 1994, EXHIBIT 4.6)

#* EXHIBIT 10.30 - Reynolds Metals Company New Management
Incentive Deferral Plan. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
June 30, 1994, EXHIBIT 10.30)

#* EXHIBIT 10.31 - Reynolds Metals Company Salary Deferral
Plan for Executives. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
June 30, 1994, EXHIBIT 10.31)

#* EXHIBIT 10.32 - Reynolds Metals Company Supplemental Long
Term Disability Plan for Executives. (File
No. 1-1430, Form 10-Q Report for the
Quarter Ended June 30, 1994, EXHIBIT 10.32)

#* EXHIBIT 10.33 - Amendment to Reynolds Metals Company 1982
Nonqualified Stock Option Plan effective
August 19, 1994. (File No. 1-1430, Form
10-Q Report for the Quarter Ended
September 30, 1994, EXHIBIT 10.33)

#* EXHIBIT 10.34 - Amendment to Reynolds Metals Company 1987
Nonqualified Stock Option Plan effective
August 19, 1994. (File No. 1-1430, Form
10-Q Report for the Quarter Ended
September 30, 1994, EXHIBIT 10.34)

#* EXHIBIT 10.35 - Amendment to Reynolds Metals Company 1992
Nonqualified Stock Option Plan effective
August 19, 1994. (File No. 1-1430, Form
10-Q Report for the Quarter Ended
September 30, 1994, EXHIBIT 10.35)

# EXHIBIT 10.36 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan
effective January 1, 1995

# EXHIBIT 10.37 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan
effective January 1, 1995 through
December 31, 1996

# EXHIBIT 10.38 - Amendment to Reynolds Metals Company Salary
Deferral Plan for Executives effective
January 1, 1995 through December 31, 1996

EXHIBIT 11 - Computation of Earnings Per Share

EXHIBIT 12 - Not applicable

EXHIBIT 13 - Not applicable

EXHIBIT 16 - Not applicable

EXHIBIT 18 - None

EXHIBIT 21 - List of Subsidiaries of Reynolds Metals
Company

EXHIBIT 22 - None

EXHIBIT 23 - Consent of Independent Auditors

EXHIBIT 24 - Powers of Attorney

EXHIBIT 27 - Financial Data Schedule

EXHIBIT 28 - Not applicable

____________________________
* Incorporated by reference.
# Management contract or compensatory plan or arrangement required to
be filed as an exhibit pursuant to Item 601 of Regulation S-K.

Pursuant to Item 601 of Regulation S-K, certain instruments with
respect to long-term debt of the Company are omitted because such
debt does not exceed 10 percent of the total assets of the Company
and its subsidiaries on a consolidated basis. The Company agrees
to furnish a copy of any such instrument to the Commission upon
request.

(b) Reports on Form 8-K

The Registrant filed no reports on Form 8-K during the fourth
quarter of 1994.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

REYNOLDS METALS COMPANY

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

Date March 6, 1995

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

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

Date March 6, 1995 Date March 6, 1995

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

Date March 6, 1995 Date March 6, 1995

By Yale M. Brandt By *Thomas A. Graves, Jr.
Yale M. Brandt, Director Thomas A. Graves, Jr., Director

Date March 6, 1995 Date March 6, 1995

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

Date March 6, 1995 Date March 6, 1995

By *William H. Joyce By *David P. Reynolds
William H. Joyce, Director David P. Reynolds, Director

Date March 6, 1995 Date March 6, 1995

By Randolph N. Reynolds By *James M. Ringler
Randolph N. Reynolds, Director James M. Ringler, Director

Date March 6, 1995 Date March 6, 1995

By *Charles A. Sanders By Jeremiah J. Sheehan
Charles A. Sanders, Director Jeremiah J. Sheehan, Director

Date March 6, 1995 Date March 6, 1995

By *Robert J. Vlasic By *Joe B. Wyatt
Robert J. Vlasic, Director Joe B. Wyatt, Director

Date March 6, 1995 Date March 6, 1995

By Allen M. Earehart
Allen M. Earehart,
Vice President, Controller

Date March 6, 1995

*By D. Michael Jones
D. Michael Jones, Attorney-in-Fact

Date March 6, 1995

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

EXHIBITS

FORM 10-K

For the fiscal year ended December 31, 1994

Commission File No. 1-1430

REYNOLDS METALS COMPANY

Attached herewith are
Exhibits 3.1, 3.2, 10.36, 10.37, 10.38, 11, 21, 23, 24 and 27

INDEX

EXHIBIT 2 - None

EXHIBIT 3.1 - Restated Certificate of Incorporation, as amended
to the date hereof

EXHIBIT 3.2 - By-Laws, as amended to the date hereof

EXHIBIT 4.1 - Restated Certificate of Incorporation. See
EXHIBIT 3.1.

EXHIBIT 4.2 - By-Laws. See EXHIBIT 3.2.

* EXHIBIT 4.3 - 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))

* EXHIBIT 4.4 - Amendment No. 1 dated as of November 1, 1991 to
the Indenture. (File No. 1-1430, 1991 Form 10-K
Report, EXHIBIT 4.4)

* EXHIBIT 4.5 - 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)

* EXHIBIT 4.6 - 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)

* EXHIBIT 4.7 - Form of 9-3/8% Debenture due June 15, 1999. (File
No. 1-1430, Form 8-K Report dated June 6, 1989,
EXHIBIT 4)

* EXHIBIT 4.8 - Form of Fixed Rate Medium-Term Note.
(Registration Statement No. 33-30882 on Form S-3,
dated August 31, 1989, EXHIBIT 4.3)

* EXHIBIT 4.9 - Form of Floating Rate Medium-Term Note.
(Registration Statement No. 33-30882 on Form S-3,
dated August 31, 1989, EXHIBIT 4.4)

* EXHIBIT 4.10 - Form of Book-Entry Fixed Rate Medium-Term Note.
(File No. 1-1430, 1991 Form 10-K Report,
EXHIBIT 4.15)

* EXHIBIT 4.11 - Form of Book-Entry Floating Rate Medium-Term Note.
(File No. 1-1430, 1991 Form 10-K Report,
EXHIBIT 4.16)

* EXHIBIT 4.12 - Form of 9% Debenture due August 15, 2003. (File
No. 1-1430, Form 8-K Report dated August 16, 1991,
Exhibit 4(a))

* EXHIBIT 4.13 - Articles of Continuance of Canadian Reynolds
Metals Company, Limited -- Societe Canadienne de
Metaux Reynolds, Limitee ("CRM"), as amended to
the date hereof. (Registration Statement No. 33-
59168 on Form S-3, dated March 5, 1993,
EXHIBIT 4.1)

* EXHIBIT 4.14 - By-Laws of CRM, as amended to the date hereof.
(File No. 1-1430, Form 10-Q Report for the Quarter
Ended September 30, 1993, EXHIBIT 4.19)

* EXHIBIT 4.15 - Indenture dated as of April 1, 1993 among CRM,
Reynolds Metals Company and The Bank of New York,
as Trustee. (File No. 1-1430, Form 8-K Report
dated July 14, 1993, EXHIBIT 4(a))

* EXHIBIT 4.16 - Form of 6-5/8% Guaranteed Amortizing Note due July
15, 2002. (File No. 1-1430, Form 8-K Report dated
July 14, 1993, EXHIBIT 4(d))

EXHIBIT 9 - None

* EXHIBIT 10.1 - Reynolds Metals Company 1982 Nonqualified Stock
Option Plan, as amended through May 17, 1985.
(File No. 1-1430, 1985 Form 10-K Report,
EXHIBIT 10.2)

* EXHIBIT 10.2 - Reynolds Metals Company 1987 Nonqualified Stock
Option Plan. (Registration Statement No. 33-13822
on Form S-8, dated April 28, 1987, EXHIBIT 28.1)

* EXHIBIT 10.3 - Reynolds Metals Company 1992 Nonqualified Stock
Option Plan. (Registration Statement No. 33-44400
on Form S-8, dated December 9, 1991, EXHIBIT 28.1)

* EXHIBIT 10.4 - Reynolds Metals Company Performance Incentive
Plan, as amended and restated effective January 1,
1985. (File No. 1-1430, 1985 Form 10-K Report,
EXHIBIT 10.3)

* EXHIBIT 10.5 - Consulting Agreement dated April 16, 1986 between
Reynolds Metals Company and David P. Reynolds.
(File No. 1-1430, Form 10-Q Report for the Quarter
Ended March 31, 1986, EXHIBIT 19)

* EXHIBIT 10.6 - Form of Deferred Compensation Agreement dated
February 17, 1984 between Reynolds Metals Company
and David P. Reynolds. (File No. 1-1430, Form
10-Q Report for the Quarter Ended March 31, 1994,
EXHIBIT 10.6)

* EXHIBIT 10.7 - Deferred Compensation Agreement dated May 16, 1986
between Reynolds Metals Company and David P.
Reynolds. (File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1986, EXHIBIT 19)

* EXHIBIT 10.8 - Agreement dated December 9, 1987 between Reynolds
Metals Company and Jeremiah J. Sheehan. (File No.
1-1430, 1987 Form 10-K Report, EXHIBIT 10.9)

* EXHIBIT 10.9 - Supplemental Death Benefit Plan for Officers.
(File No. 1-1430, 1986 Form 10-K Report,
EXHIBIT 10.8)

* EXHIBIT 10.10 - Financial Counseling Assistance Plan for Officers.
(File No. 1-1430, 1987 Form 10-K Report,
EXHIBIT 10.11)

* EXHIBIT 10.11 - Management Incentive Deferral Plan. (File No.
1-1430, 1987 Form 10-K Report, EXHIBIT 10.12)

* EXHIBIT 10.12 - Deferred Compensation Plan for Outside Directors
as Amended and Restated Effective December 1,
1993. (File No. 1-1430, 1993 Form 10-K Report,
EXHIBIT 10.12)

* EXHIBIT 10.13 - Retirement Plan for Outside Directors. (File No.
1-1430, 1986 Form 10-K Report, EXHIBIT 10.10)

* EXHIBIT 10.14 - Death Benefit Plan for Outside Directors. (File
No. 1-1430, 1986 Form 10-K Report, EXHIBIT 10.11)

* EXHIBIT 10.15 - Form of Indemnification Agreement for Directors
and Officers. (File No. 1-1430, Form 8-K Report
dated April 29, 1987, EXHIBIT 28.3)

* EXHIBIT 10.16 - Form of Executive Severance Agreement between
Reynolds Metals Company and key executive
personnel, including each of the individuals
listed in Item 4A hereof. (File No. 1-1430, 1987
Form 10-K Report, EXHIBIT 10.18)

* EXHIBIT 10.17 - Renewal dated February 21, 1992 of Consulting
Agreement dated April 16, 1986 between Reynolds
Metals Company and David P. Reynolds. (File No. 1-
1430, 1991 Form 10-K Report, EXHIBIT 10.19)

* EXHIBIT 10.18 - Amendment to Reynolds Metals Company 1987
Nonqualified Stock Option Plan effective May 20,
1988. (File No. 1-1430, Form 10-Q Report for the
Quarter Ended June 30, 1988, EXHIBIT 19(a))

* EXHIBIT 10.19 - Amendment to Reynolds Metals Company 1987
Nonqualified Stock Option Plan effective
October 21, 1988. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended September 30, 1988,
EXHIBIT 19(a))

* EXHIBIT 10.20 - Amendment to Reynolds Metals Company 1987
Nonqualified Stock Option Plan effective
January 1, 1987. (File No. 1-1430, 1988 Form 10-K
Report, EXHIBIT 10.22)

* EXHIBIT 10.21 - Amendment to Reynolds Metals Company Performance
Incentive Plan effective January 1, 1989. (File
No. 1-1430, Form 10-Q Report for the Quarter Ended
June 30, 1989, EXHIBIT 19)

* EXHIBIT 10.22 - Form of Stock Option and Stock Appreciation Right
Agreement, as approved February 16, 1990 by the
Compensation Committee of the Company's Board of
Directors. (File No. 1-1430, 1989 Form 10-K
Report, EXHIBIT 10.24)

* EXHIBIT 10.23 - Amendment to Reynolds Metals Company 1982
Nonqualified Stock Option Plan effective
January 18, 1991. (File No. 1-1430, 1990 Form
10-K Report, EXHIBIT 10.25)

* EXHIBIT 10.24 - Amendment to Reynolds Metals Company 1987
Nonqualified Stock Option Plan effective
January 18, 1991. (File No. 1-1430, 1990 Form
10-K Report, EXHIBIT 10.26)

* EXHIBIT 10.25 - Letter Agreement dated January 18, 1991 between
Reynolds Metals Company and William O. Bourke.
(File No. 1-1430, 1990 Form 10-K Report,
EXHIBIT 10.29)

* EXHIBIT 10.26 - Form of Stock Option Agreement, as approved
April 22, 1992 by the Compensation Committee of
the Company's Board of Directors. (File No. 1-
1430, Form 10-Q Report for the Quarter Ended
March 31, 1992, EXHIBIT 28(a))

* EXHIBIT 10.27 - Consulting Agreement dated May 1, 1992 between
Reynolds Metals Company and William O. Bourke.
(File No. 1-1430, Form 10-Q Report for the Quarter
Ended March 31, 1992, EXHIBIT 28(b))

* EXHIBIT 10.28 - Renewal dated February 18, 1994 of Consulting
Agreement dated May 1, 1992 between Reynolds
Metals Company and William O. Bourke. (File No.
1-1430, 1993 Form 10-K Report, EXHIBIT 10.28)

* EXHIBIT 10.29 - Reynolds Metals Company Restricted Stock Plan for
Outside Directors. (Registration Statement No.
33-53851 on Form S-8, dated May 27, 1994,
EXHIBIT 4.6)

* EXHIBIT 10.30 - Reynolds Metals Company New Management Incentive
Deferral Plan. (File No. 1-1430, Form 10-Q Report
for the Quarter Ended June 30, 1994,
EXHIBIT 10.30)

* EXHIBIT 10.31 - Reynolds Metals Company Salary Deferral Plan for
Executives. (File No. 1-1430, Form 10-Q Report
for the Quarter Ended June 30, 1994,
EXHIBIT 10.31)

* EXHIBIT 10.32 - Reynolds Metals Company Supplemental Long Term
Disability Plan for Executives. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended June 30,
1994, EXHIBIT 10.32)

* EXHIBIT 10.33 - Amendment to Reynolds Metals Company 1982
Nonqualified Stock Option Plan effective
August 19, 1994. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended September 30, 1994,
EXHIBIT 10.33)

* EXHIBIT 10.34 - Amendment to Reynolds Metals Company 1987
Nonqualified Stock Option Plan effective
August 19, 1994. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended September 30, 1994,
EXHIBIT 10.34)

* EXHIBIT 10.35 - Amendment to Reynolds Metals Company 1992
Nonqualified Stock Option Plan effective
August 19, 1994. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended September 30, 1994,
EXHIBIT 10.35)

EXHIBIT 10.36 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan effective
January 1, 1995

EXHIBIT 10.37 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan effective
January 1, 1995 through December 31, 1996

EXHIBIT 10.38 - Amendment to Reynolds Metals Company Salary
Deferral Plan for Executives effective January 1,
1995 through December 31, 1996

EXHIBIT 11 - Computation of Earnings Per Share

EXHIBIT 12 - Not applicable

EXHIBIT 13 - Not applicable

EXHIBIT 16 - Not applicable

EXHIBIT 18 - None

EXHIBIT 21 - List of Subsidiaries of Reynolds Metals Company

EXHIBIT 22 - None

EXHIBIT 23 - Consent of Independent Auditors

EXHIBIT 24 - Powers of Attorney

EXHIBIT 27 - Financial Data Schedule

EXHIBIT 28 - Not applicable

____________________________
* Incorporated by reference.

EXHIBIT 3.1

RESTATED

CERTIFICATE OF INCORPORATION

REYNOLDS METALS COMPANY

___________

INTRODUCTION

This Restated Certificate of Incorporation has been duly adopted by
the Board of Directors of Reynolds Metals Company in accordance with
Section 245 of the General Corporation Law of the State of Delaware. It
only restates and integrates, and does not further amend, the provisions of
the corporation's Certificate of Incorporation as heretofore amended or
supplemented, and there is no discrepancy between those provisions and this
Restated Certificate of Incorporation. The corporation's original
Certificate of Incorporation was filed with the Delaware Secretary of State
on July 18, 1928.

ARTICLE I

The name of the corporation is

REYNOLDS METALS COMPANY

ARTICLE II

Its registered office in the State of Delaware is located at 1013
Centre Road, in the City of Wilmington, County of New Castle, Delaware.
The name and address of its registered agent is CORPORATION SERVICE
COMPANY, a corporation of the State of Delaware, located at 1013 Centre
Road, Wilmington, New Castle County, Delaware.

ARTICLE III

The nature of the business and the objects and purposes proposed to
be transacted, promoted or carried on are:

1. To manufacture, purchase, or otherwise acquire, hold, own,
mortgage, pledge, sell, lease, assign and transfer, or otherwise dispose
of, to invest, trade, deal in and deal with, goods, wares and merchandise
and real and personal property of every class and description.

2. To erect, or cause to be erected, on any lands owned, held, and
occupied by the corporation, buildings or other structures with their
appurtenances and to rebuild, enlarge, alter, or improve any buildings or
other structures now, or hereafter erected, on any lands so owned, held, or
occupied.

3. To enter into, make and perform contracts of every kind for any
lawful purpose with any person, firm, association or corporation,
municipality, body politic, country, territory, State, government or colony
or dependency thereof.

4. To acquire the goodwill, rights and property and the whole or
any part of the assets, tangible or intangible, and to undertake or in any
way assume the liabilities of any person, firm, association or corporation;
to pay for the said goodwill, rights, property, and assets in cash, the
stock of this company, bonds or otherwise, or by undertaking the whole or
any part of the liabilities of the transferor; to hold or in any manner to
dispose of the whole or any part of the property so purchased; to conduct
in any lawful manner the whole or any part of any business so acquired, and
to exercise all the powers necessary or convenient in and about the conduct
and management of such business.

5. To apply for, purchase, register or in any manner to acquire,
and to hold, own, use, operate and introduce, and to sell, lease, assign,
pledge, or in any manner dispose of, and in any manner deal with patents,
patent rights, licenses, copyrights, trademarks, trade names, and to
acquire, own, use or in any manner dispose of any and all inventions,
improvements and processes, labels, designs, brands, or other rights, and
to work, operate, or develop the same, and to carry on any business,
manufacturing or otherwise, which may directly or indirectly effectuate
these objects or any of them.

6. To guarantee, purchase, receive, hold, own, sell, assign,
transfer, mortgage, pledge or otherwise dispose of shares of capital stock,
bonds, mortgages, debentures, notes or other securities, obligations,
contracts or evidences of indebtedness of any corporation, company or
association (organized under the laws of this State or any other State,
country, nation or government) or of any state, country, nation,
municipality, government or a body politic; to receive, collect and dispose
of interest, dividends and income upon, of and from any of the bonds,
mortgages, debentures, notes, shares of capital stock, securities,
obligations, contracts, evidences of indebtedness and other property held
or owned by it and to exercise in respect of all such bonds, mortgages,
debentures, notes, shares of capital stock, securities, obligations,
contracts, evidences of indebtedness and other property any and all rights,
powers and privileges of individual ownership thereof, including the right
to vote thereon.

7. Without limit as to amount to draw, make, accept, endorse,
discount, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures, and other negotiable or transferable
instruments and evidences of indebtedness whether secured by mortgage or
otherwise, as well as to secure the same by mortgage or otherwise, so far
as may be permitted by the laws of the State of Delaware.

8. To purchase, in so far as the same may be done without impairing
the capital of the corporation, and to hold, pledge and reissue shares of
its own capital stock; but such stock, so acquired and held, shall not be
entitled to vote nor to receive dividends.

9. To have one or more offices, conduct its business and promote
its objects within and without the State of Delaware, in other States, the
District of Columbia, the territories, colonies and dependencies of the
United States, and in foreign countries, without restriction as to place or
amount, but subject to the laws of such State, District, territory, colony,
dependency or country.

10. To do any or all of the things herein set forth to the same
extent as natural persons might or could do and in any part of the world,
as principals, agents, contractors, trustees, or otherwise, and either
alone or in company with others.

11. In general to carry on any other business in connection
therewith, whether manufacturing or otherwise, not forbidden by the laws of
the State of Delaware, and with all the powers conferred upon corporations
by the laws of the State of Delaware.

But if this corporation shall undertake to do any of the things
hereinabove set forth in any State other than Delaware, in the District of
Columbia, in any territory, colony, or dependency of the United States, or
in any foreign country or in any colony or dependency thereof, then as to
such jurisdictions and each of them this corporation shall be deemed to
have such powers in so far only as such jurisdictions respectively permit
corporations within their several respective jurisdictions to be organized
for or to execute such powers.

It is the intention that each of the objects, purposes and powers
specified in each of the paragraphs of this third article of this
Certificate of Incorporation shall, except where otherwise specified, be
nowise limited or restricted by reference to or inference from the terms of
any other paragraph or of any other article in this Certificate of
Incorporation, but that the objects, purposes and powers specified in this
article and in each of the articles or paragraphs of this Certificate shall
be regarded as independent objects, purposes and powers, and the
enumeration of specific purposes and powers shall not be construed to
restrict in any manner the general terms and powers of this corporation,
nor shall the expression of one thing be deemed to exclude another,
although it be of like nature.

ARTICLE IV

The total number of shares of stock of all classes that may be issued
by the Corporation is Two Hundred Twenty-one Million (221,000,000) shares,
of which Twenty Million (20,000,000) shares shall be preferred stock
without par value and shall be designated "Preferred Stock", One Million
(1,000,000) shares shall be second preferred stock of the par value of One
Hundred Dollars ($100.00) each and shall be designated "Second Preferred
Stock" and Two Hundred Million (200,000,000) shares shall be common stock
without par value and shall be designated "Common Stock".

I. PREFERRED STOCK

1. The Preferred Stock may be issued in one or more series, from
time to time, with each such series to have such designation, powers,
preferences and relative, participating, optional or other special rights,
and qualifications, limitations or restrictions thereof, as shall be stated
and expressed in the resolution or resolutions providing for the issue of
such series adopted by the Board of Directors of the Corporation (referred
to herein as the "Issuing Resolution" for such series), subject to the
limitations prescribed by law and in accordance with the provisions hereof,
the Board of Directors being hereby expressly vested with authority to
adopt any such resolution or resolutions.

2. The authority of the Board of Directors with respect to each
series of the Preferred Stock shall include, but not be limited to, the
determination or fixing of the following:

(a) The distinctive designation and number of shares comprising
such series, which number may (except where otherwise provided by the
Board of Directors in creating such series) be increased or decreased
(but not below the number of shares then outstanding) from time to
time by like action of the Board of Directors;

(b) The dividend rate of such series, the conditions upon which
and times at which such dividends shall be payable, the relation
which such dividends shall bear to the dividends payable on any other
series of the Preferred Stock, and whether such dividends shall be
cumulative or noncumulative;

(c) The conditions, if any, upon which the shares of such
series shall be subject to redemption by the Corporation and the
times, prices and other terms and provisions upon which the shares of
the series may be redeemed;

(d) Whether or not the shares of the series shall be subject to
the operation of a retirement or sinking fund to be applied to the
purchase or redemption of such shares and, if such retirement or
sinking fund be established, the annual amount thereof and the terms
and provisions governing the operation of such retirement or sinking
fund;

(e) Whether or not the shares of the series shall be
convertible into or exchangeable for shares of any other class or
classes, with or without par value, or of any other series of the
same class, and, if provision is made for conversion or exchange, the
times, prices, rates, adjustments, and other terms and conditions of
such conversion or exchange;

(f) Whether or not the shares of the series shall have voting
rights, in addition to the voting rights provided by law, and, if so,
the terms of such voting rights;

(g) The rights of the shares of the series in the event of
voluntary or involuntary liquidation, dissolution or winding up of
the Corporation;

(h) The relative seniority, parity or junior rank of such
series with respect to any other series of the Preferred Stock; and

(i) Any other powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, of the shares of such series, as the Board of
Directors may deem advisable and as shall not be inconsistent with
the provisions of this Certificate of Incorporation.

3. No holder of shares of any series of the Preferred Stock shall
have any preemptive or preferential right of subscription to any stock of
any class of the Corporation, or to any obligations convertible into stock
of any class, or to any warrant or option for the purchase of stock of any
class, except to the extent granted in the Issuing Resolution creating such
series.

4. The Board of Directors of the Corporation shall be empowered to
provide in any Issuing Resolution with respect to any series of the
Preferred Stock that any of the voting powers, designations, preferences,
rights and qualifications, limitations or restrictions of such series may
be made dependent upon facts ascertainable outside this Certificate of
Incorporation or any amendment hereto, or the Issuing Resolution with
respect to such series, so long as the manner in which such facts shall
operate upon the voting powers, designations, preferences, rights and
qualifications, limitations or restrictions of such series is clearly and
expressly set forth in this Certification of Incorporation, as amended, or
in the Issuing Resolution for such series.

5. The holders of shares of the Preferred Stock of each series
shall be entitled to receive, when and as declared by the Board of
Directors, out of funds legally available for the payment of dividends,
dividends at the rate fixed by the Board of Directors in the Issuing
Resolution for such series, and no more, before

(i) any dividends (other than dividends payable in Second
Preferred Stock or in Common Stock or in any other class of stock ranking
junior to the Preferred Stock both as to dividends and upon liquidation,
dissolution or winding up) shall be declared and paid, or set apart for
payment, on, or

(ii) any moneys or other consideration (other than shares of
Second Preferred Stock or Common Stock or any other class of stock ranking
junior to the Preferred Stock both as to dividends and upon liquidation,
dissolution or winding up) is set aside for or applied to the purchase or
redemption of,

shares of the Second Preferred Stock or the Common Stock or any other class
of stock ranking junior to the Preferred Stock as to dividends or upon
liquidation, dissolution or winding up.

6. The holders of shares of the Preferred Stock of each series
shall be entitled upon liquidation, dissolution or winding up of the
Corporation, whether involuntary or voluntary, to such preferences as are
provided in the Issuing Resolution creating such series of the Preferred
Stock, and no more, before any distribution of the assets of the
Corporation shall be made to or set apart for the holders of shares of the
Second Preferred Stock or the Common Stock or any other class of stock
ranking junior to the Preferred Stock upon liquidation, dissolution or
winding up. For the purposes of this paragraph 6, a consolidation or
merger of the Corporation with or into one or more other corporations
(whether or not the Corporation is the corporation surviving such
consolidation or merger), or a sale, lease or exchange of all or
substantially all of the assets of the Corporation, shall not be deemed to
be a liquidation, dissolution or winding up, voluntary or involuntary.

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

Section 1. Designation and Amount. The distinctive designation of
the series shall be "Series A Junior Participating Preferred Stock." The
shares constituting such series shall be without par value. The number of
shares constituting such series shall be 2,000,000, subject to increase or
decrease by action of the Board of Directors as evidenced by a certificate
of designations.

Section 2. Dividends and Distributions. (A) Subject to the prior
rights of the holders of any shares of any series of Preferred Stock
ranking prior to the shares of Series A Junior Participating Preferred
Stock with respect to dividends, the holders of shares of Series A Junior
Participating Preferred Stock shall be entitled to receive, when and as
declared by the Board of Directors out of funds legally available for the
payment of dividends, quarterly dividends payable in cash on the first day
of January, April, July and October in each year or such other days on
which dividends are declared with respect to the Common Stock (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A Junior Participating
Preferred Stock, in an amount per share (rounded to the nearest cent) equal
to the greater of (a) $10 or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind)
of all non-cash dividends or other distributions (other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise)), declared on the
Common Stock since the immediately preceding Quarterly Dividend Payment
Date, or, with respect to the first Quarterly Dividend Payment Date, since
the first issuance of any share or fraction of a share of Series A Junior
Participating Preferred Stock. If the Corporation shall at any time after
November 20, 1987 (the "Rights Declaration Date") (i) declare any dividend
payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into a smaller number
of shares, then in each such case the amount to which holders of shares of
Series A Junior Participating Preferred Stock were entitled immediately
prior to such event under clause (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution on the
Series A Junior Participating Preferred Stock as provided in paragraph (A)
above immediately after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares of Common Stock);
provided that, if no dividend or distribution shall have been declared on
the Common Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a dividend of
$10 per share on the Series A Junior Participating Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares,
unless (i) such date of issue is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or (ii) such
date of issue is either a Quarterly Dividend Payment Date or a date after
the record date for the determination of holders of shares of Series A
Junior Participating Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of
which events such dividends shall begin to accrue and be cumulative from
such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
not bear interest. Dividends paid on the shares of Series A Junior
Participating Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the
time outstanding. The Board of Directors may fix a record date for the
determination of holders of shares of Series A Junior Participating
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be no more than 60 days prior to
the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth,
each share of Series A Junior Participating Preferred Stock shall entitle
the holder thereof to 100 votes on all matters submitted to a vote of the
stockholders of the Corporation. In the event the Corporation shall at any
time after the Rights Declaration Date (i) declare any dividend payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or
(iii) combine the outstanding Common Stock into a smaller number of
shares, then in each such case the number of votes per share to which
holders of shares of Series A Junior Participating Preferred Stock were
entitled immediately prior to such event shall be adjusted by multiplying
such number by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.

(B) Except as otherwise provided herein or by law, the holders of
shares of Series A Junior Participating Preferred Stock and the holders of
shares of Common Stock shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation.

(C) (i) If and whenever at any time or times dividends payable on
shares of any Series A Junior Participating Preferred Stock shall have been
in arrears and unpaid in an aggregate amount equal to or exceeding the
amount of dividends payable thereon for six quarterly dividend periods,
then the holders of shares of any Series A Junior Participating Preferred
Stock, together with the holders of any other series of Preferred Stock as
to which dividends are in arrears and unpaid in an aggregate amount equal
to or exceeding the amount of dividends payable thereon for six quarterly
dividend periods, shall have the exclusive right, voting separately as a
class with such other series, to elect two directors of the Corporation,
such directors to be in addition to the number of directors constituting
the Board of Directors immediately prior to the accrual of such right, the
remaining directors to be elected by the other class or classes of stock
entitled to vote therefor at each meeting of stockholders held for the
purpose of electing directors.

(ii) Such voting right may be exercised initially either at a
special meeting of the holders of the Preferred Stock having such voting
right, called as hereinafter provided, or at any annual meeting of
stockholders held for the purpose of electing directors, and thereafter at
each such annual meeting until such time as all cumulative dividends
accumulated and payable on the shares of Series A Junior Participating
Preferred Stock shall have been paid in full, at which time such voting
right shall terminate, subject to revesting on the basis set forth in
paragraph (C)(i).

(iii) At any time when such voting right shall have vested in
holders of the Preferred Stock, and if such right shall not already have
been initially exercised, a proper officer of the Corporation shall, upon
the written request of the record holders of 10% in number of shares of
Preferred Stock having such voting right then outstanding, addressed to the
Secretary of the Corporation, call a special meeting of the holders of
Preferred Stock having such voting right and of any other class or classes
of stock having voting power with respect to the election of such
directors. Such meeting shall be held at the earliest practicable date
upon the notice required for annual meetings of stockholders at the place
for holding annual meetings of stockholders of the Corporation or, if none,
at a place designated by the Board of Directors. If such meeting is not
called by the proper officers of the Corporation within 30 days after the
personal service of such written request upon the Secretary of the
Corporation, or within 30 days after mailing the same within the United
States of America, by registered mail, addressed to the Secretary of the
Corporation at its principal office (such mailing to be evidenced by the
registry receipt issued by the postal authorities), then the record holders
of 10% in number of shares of the Preferred Stock then outstanding which
would be entitled to vote at such meeting may designate in writing one of
their number to call such meeting at the expense of the Corporation, and
such meeting may be called by such person so designated upon the notice
required for annual meetings of stockholders and shall be held at the same
place as is elsewhere provided for in this paragraph (C)(iii) or such other
place as is selected by such designated stockholder. Any holder of the
Preferred Stock who would be entitled to vote at such meeting shall have
access to the stock books of the Corporation for the purpose of causing a
meeting of stockholders to be called pursuant to the provisions of this
paragraph (C). Notwithstanding the provisions of this paragraph (C), no
such special meeting shall be called during a period within 90 days
immediately preceding the date fixed for the next annual meeting of
stockholders.

(iv) At any meeting held for the purpose of electing directors at
which the holders of the Preferred Stock shall have the right to elect two
directors in addition to the number of directors constituting the Board of
Directors immediately prior to accrual of such right as provided herein,
the presence in person or by proxy of the holders of 40% of the then
outstanding shares of Preferred Stock having such right shall be required
and shall be sufficient to constitute a quorum of such class of the
election of directors by such class. At any such meeting or adjournment
thereof (i) the absence of a quorum of the holders of the Preferred Stock
having such right shall not prevent the election of directors other than
those to be elected by the holders of the Preferred Stock, and the absence
of a quorum or quorums of the holders of capital stock entitled to elect
such other directors shall not prevent the election of directors to be
elected by the holders of the Preferred Stock entitled to elect such
directors and (ii) except as otherwise required by law, in the absence of a
quorum of the holders of any class of stock entitled to vote for the
election of directors, a majority of the holders present in person or by
proxy of such class shall have the power to adjourn the meeting for the
election of directors which the holders of such class are entitled to
elect, from time to time, without notice other than announcement at the
meeting, until a quorum is present.

(v) Any vacancy in the Board of Directors in respect of a director
elected by holders of Preferred Stock pursuant to the voting right created
under this paragraph (C) shall be filled by vote of the remaining director
so elected, or if there be no such remaining director, by the holders of
Preferred Stock entitled to elect such director or directors at a special
meeting called in accordance with the procedures set forth in paragraph
(C)(iii), or, if no such special meeting is called, at the next annual
meeting of stockholders. Upon any termination of such voting right,
subject to the requirements of the General Corporation Law of Delaware, the
term of office of all directors elected by holders of Preferred Stock
voting separately as a class shall terminate.

(D) Except as set forth herein, or as required by law, holders of
Series A Junior Participating Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the extent they
are entitled to vote with holders of Common Stock as set forth herein) for
taking any corporate action.

Section 4. Certain Restrictions. (A) Whenever quarterly dividends
or other dividends or distributions payable on the Series A Junior
Participating Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions,
whether or not declared, on shares of Series A Junior Participating
Preferred Stock outstanding shall have been paid in full, the Corporation
shall not:

(i) declare or pay dividends on or make any other distributions on
any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Junior
Participating Preferred Stock, except dividends paid ratably on the Series
A Junior Participating Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to
which the holders of all such shares are then entitled;

(ii) purchase or otherwise acquire for consideration any shares of
Series A Junior Participating Preferred Stock, or any shares of stock
ranking on a parity with the Series A Junior Participating Preferred Stock,
except in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all holders of
such shares upon such terms as the Board of Directors, after consideration
of the respective annual dividend rates and other relative rights and
preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective
series or classes.

(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares
of stock of the Corporation unless the Corporation could, under Article IV,
Section I of its Certificate of Incorporation or paragraph (A) of this
Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

Section 5. Reacquired Shares. Any shares of Series A Junior
Participating Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and cancelled
promptly after the acquisition thereof. All such shares shall upon their
cancellation become authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors, subject to the
conditions and restrictions on issuance set forth herein.

Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any
liquidation (voluntary or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of
stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred
Stock unless, prior thereto, the holders of shares of Series A Junior
Participating Preferred Stock shall have received $100 per share, plus an
amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment (the "Series A
Liquidation Preference"). Following the payment of the full amount of the
Series A Liquidation Preference, no additional distributions shall be made
to the holders of shares of Series A Junior Participating Preferred Stock
unless, prior thereto, the holders of shares of Common Stock shall have
received an amount per share (the "Common Adjustment") equal to the
quotient obtained by dividing (i) the Series A Liquidation Preference by
(ii) 100 (as appropriately adjusted as set forth in paragraph C below to
reflect such events as stock splits, stock dividends and recapitalizations
with respect to the Common Stock) (such number in clause (ii), the
"Adjustment Number"). Following the payment of the full amount of the
Series A Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series A Junior Participating Preferred Stock and
Common Stock, respectively, holders of Series A Junior Participating
Preferred Stock and holders of shares of Common Stock shall receive their
ratable and proportionate share of the remaining assets to be distributed
in the ratio of the Adjustment Number to 1 with respect to such Preferred
Stock and Common Stock, on a per share basis, respectively.

(B) (i) If there are not sufficient assets available to permit
payment in full of the Series A Liquidation Preference and the liquidation
preferences of all other series of preferred stock, if any, which rank on a
parity with the Series A Junior Participating Preferred Stock, then such
assets as are available shall be distributed ratably to the holders of such
parity shares in proportion to their respective liquidation preferences.
(ii) If there are not sufficient assets available to permit payment in
full of the Common Adjustment, then such assets as are available shall be
distributed ratably to the holders of Common Stock.

(C) If the Corporation shall at any time after November 20, 1987 (i)
declare any dividend payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the Adjustment
Number in effect immediately prior to such event shall be adjusted by
multiplying such Adjustment Number by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, etc. In case the Corporation
shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or
changed into other stock or securities, cash and/or any other property,
then in any such case the shares of Series A Junior Participating Preferred
Stock shall at the same time be similarly exchanged or changed in an amount
per share (subject to the provision for adjustment hereinafter set forth)
equal to 100 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into which or for
which each share of Common Stock is changed or exchanged. If the
Corporation shall at any time after the Rights Declaration Date (i) declare
any dividend payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of
shares of Series A Junior Participating Preferred Stock shall be adjusted
by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

Section 8. No Redemption. The shares of Series A Junior
Participating Preferred Stock shall not be redeemable.

Section 9. Ranking. The Series A Junior Participating Preferred
Stock shall rank junior to all other series of the Corporation's Preferred
Stock as to the payment of dividends and the distribution of assets, unless
the Issuing Resolution with respect to any such series shall provide
otherwise.

Section 10. Fractional Shares. Series A Junior Participating
Preferred Stock may be issued in fractions of a share which shall entitle
the holder, in proportion to such holder's fractional shares, to exercise
voting rights, receive dividends, participate in distributions and to have
the benefit of all other rights of holders of Series A Junior Participating
Preferred Stock.

II. SECOND PREFERRED STOCK

1. The Second Preferred Stock may be issued, from time to time, in
one or more series, in any manner now or hereafter permitted by law.

2. The shares of each series shall have the designations,
preferences and relative, participating, optional or other special rights,
and the qualifications, limitations or restrictions thereof, which are
stated and expressed in this section II, and those which are stated and
expressed in the resolution or resolutions providing for the issue of such
series, adopted by the Board of Directors under the authority granted to
the Board of Directors by the provisions of paragraph 3 of this section II.

3. Authority is hereby expressly granted to and vested in the Board
of Directors of the Corporation to provide for the issue of the Second
Preferred Stock in one or more series, and with respect to each such series
to fix, by resolution or resolutions, the following:

(a) The maximum number of shares to constitute the series and
the distinctive designation of the shares;

(b) The annual dividend rate on the shares of the series and
the date or dates from which dividends shall accumulate;

(c) The amount which the holders of shares of the series shall
be entitled to receive upon the voluntary liquidation, dissolution or
winding up of the Corporation, which shall not be less than the par
value plus an amount equal to all accumulated and unpaid dividends to
the date of final distribution to such holders;

(d) Whether or not the shares of the series shall be subject to
redemption at the option of the Corporation and if so, the price
which holders of shares so redeemed shall be entitled to receive,
which price may vary at different redemption dates but shall in no
event be less than the par value per share plus an amount equal to
all accumulated and unpaid dividends to the date of redemption, and
if such price varies, the period during which each such variation in
price shall be applicable;

(e) Whether or not the shares of the series shall be subject to
redemption through the operation of a sinking fund and, if so, the
terms and provisions of such sinking fund and the extent to which and
the manner in which such fund shall be applied to the purchase,
redemption or other acquisition of shares of the series and the
redemption price for shares redeemed through the sinking fund, which
price may vary at different redemption dates but shall in no event be
less than the par value per share plus an amount equal to all
accumulated and unpaid dividends to the date of redemption, and if
such price varies, the period during which each such variation in
price shall be applicable;

(f) Whether or not there shall be a purchase fund to acquire
shares of the series and, if so, the terms and provisions of the
purchase fund and the extent to which and the manner in which such
purchase fund shall be applied to the acquisition of shares of the
series;

(g) The limitations and restrictions, if any, in addition to,
but not in derogation of, the limitations and restrictions set forth
in paragraph 5 of this section II, which are to be effective while
any shares of the series are outstanding, upon payment of dividends
on, or making of other distributions on, and upon the purchase,
redemption or other acquisition by the Corporation or any subsidiary
of, shares of Common Stock or any other class of stock ranking junior
to the Second Preferred Stock as to dividends or upon liquidation;

(h) The conditions or restrictions, if any, which are to be
effective while any shares of the series are outstanding, upon the
creation of indebtedness of the Corporation or upon the issuance of
shares of stock of the Corporation;

(i) Any voting rights of the shares of the series, other than
the voting rights for the election of Directors provided by paragraph
13 of this section II, in addition to and not inconsistent with those
granted by this Article IV to the holders of the Second Preferred
Stock;

(j) The right, if any, to exchange or convert the shares of the
series into shares of any other series of the Second Preferred Stock
or into shares of any other class of stock of the Corporation and the
rate or basis, time, manner and conditions of exchange or conversion
or the method by which the same shall be determined;

(k) Any other designations, preferences and relative,
participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, of the series, which are now or
hereafter permitted by the laws of Delaware, and which are not
inconsistent with the provisions of paragraphs 4 to 17, inclusive, of
this section II.

The resolution or resolutions providing for the issue of shares of
any series are herein referred to as the "Issuing Resolution" for that
series.

4. All series of the Second Preferred Stock shall be senior to the
Common Stock and each series of the Second Preferred Stock shall rank
equally with every other series. Each share of any one series shall be
identical with every other share of that series except as to the date or
dates from which dividends shall accumulate.

5. Subject to the provisions of paragraph 5 of section I of this
Article IV and to any limitation or restriction contained in the Issuing
Resolution for any series of Preferred Stock, the holders of shares of each
series of the Second Preferred Stock shall be entitled to receive cash
dividends, when and as declared by the Board of Directors out of any funds
legally available therefor, at the annual rate fixed in the Issuing
Resolution for that particular series and no more. Such dividends on each
series of the Second Preferred Stock shall be payable quarterly on the
first day of February, May, August and November in each year to holders of
record on a date, not more than fifty (50) days before each such dividend
payment date, to be determined by the Board of Directors in advance of the
payment of each particular dividend. Dividends on each series of the
Second Preferred Stock shall be cumulative and preferential so that in no
event shall any dividend or other distribution (other than dividends
payable in Common Stock or in any other class of stock ranking junior to
the Second Preferred Stock as to dividends and upon liquidation) be
declared or paid upon or set apart for the Common Stock or any other class
of stock ranking junior to the Second Preferred Stock as to dividends or
upon liquidation nor shall any moneys or other consideration (other than
shares of Common Stock or any other class of stock ranking junior to the
Second Preferred Stock as to dividends and upon liquidation) be set aside
for or applied to the purchase or redemption of shares of Common Stock or
any other class of stock ranking junior to the Second Preferred Stock as to
dividends or upon liquidation, unless all dividends on each then
outstanding series of the Second Preferred Stock for all past
quarter-yearly dividend periods shall have been paid, or declared and a sum
sufficient for the payment thereof set apart, and the full dividend thereon
for the then quarterly dividend period shall have been or concurrently
shall be paid or declared. With respect to each series of the Second
Preferred Stock, such dividends shall accumulate from the date or dates
fixed in the Issuing Resolution for such series which date or dates shall
in no instance be more than ninety days before or after the date of the
issuance of those shares for which the date is being set. No dividends
shall be declared on any series of the Second Preferred Stock in respect of
any dividend period unless the same proportion of the annual dividend rate
respectively applicable to the shares of every series of the Second
Preferred Stock at the time outstanding shall likewise be declared as a
dividend in respect of such dividend period.

The term "accumulated and unpaid dividends" means, in respect of each
share of the Second Preferred Stock of any series, that amount which shall
be equal to simple interest upon the par value of such share at the
dividend rate for such series from the date from which dividends on such
share commenced to accumulate to the date as of which the computation is to
be made, less the aggregate amount (without interest thereon) of all
dividends theretofore paid or declared and set aside for payment in respect
thereof.

6. (a) In the event of any involuntary liquidation, dissolution or
winding up of the Corporation, the holders of the shares of every series of
the Second Preferred Stock shall, subject to the provisions of paragraph 6
of section I of this Article IV, be entitled to receive payment at the rate
of $100 per share, plus an amount equal to all accumulated and unpaid
dividends to the date of final distribution to such holders, and no more,
before any payment or distribution of the assets of the Corporation shall
be made to or set apart for the holders of the Common Stock or any other
class of stock ranking junior to the Second Preferred Stock upon
liquidation.

(b) In the event of any voluntary liquidation, dissolution or
winding up of the Corporation, the holders of the shares of each series of
the Second Preferred Stock shall, subject to the provisions of paragraph 6
of section I of this Article IV, be entitled to receive the amount set
forth for such payment in the Issuing Resolution for that particular
series, which amount shall in no case be less than $100 per share, plus an
amount equal to all accumulated and unpaid dividends to the date of final
distribution to such holders, and no more, before any payment or
distribution of the assets of the Corporation shall be made to or set apart
for the holders of the Common Stock or any other class of stock ranking
junior to the Second Preferred Stock upon liquidation.

(c) If, upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the assets of the
Corporation, or proceeds thereof, distributable among the holders of the
Second Preferred Stock shall be insufficient to pay in full the
preferential amount for every series of the Second Preferred Stock, then
such assets or the proceeds thereof shall be distributed among the holders
of the shares of all series of the Second Preferred Stock in proportion to
the respective amounts to which they would be entitled if all amounts
payable thereon were paid in full.

(d) For the purposes of this paragraph 6, a consolidation or merger
of the Corporation with or into one or more other corporations (whether or
not the Corporation is the corporation surviving such consolidation or
merger), or a sale, lease or exchange of all or substantially all of the
assets of the Corporation, shall not be deemed to be a liquidation,
dissolution or winding up, voluntary or involuntary.

7. (a) If the Issuing Resolution for any series of the Second
Preferred Stock provides that the Corporation, at the option of the Board
of Directors, may redeem at any time all, or from time to time any part, of
the shares of the Second Preferred Stock of such series at the time
outstanding or if the Issuing Resolution for any series of the Second
Preferred Stock provides for the creation of a sinking fund to redeem
outstanding shares of that series of the Second Preferred Stock, the shares
of the series to be redeemed at the option of the Board of Directors or to
be redeemed through operation of the sinking fund shall be redeemed in the
manner set forth in this paragraph 7.

(b) Notice of every such redemption shall be mailed at least 30 days
in advance of the date designated for such redemption (herein called the
"redemption date") to the holders of record of the shares of the Second
Preferred Stock so to be redeemed at their respective addresses as the same
shall appear on the books of the Corporation. In order to facilitate the
redemption of any shares of the Second Preferred Stock that may be chosen
for redemption as provided in this paragraph 7, the Board of Directors
shall be authorized to cause the transfer books of the Corporation to be
closed as to such shares as of a date within fifteen (15) days prior to the
redemption date. In case of the redemption of a part only of any series of
the Second Preferred Stock at the time outstanding, the shares of such
series so to be redeemed shall be selected by lot or by such other
equitable method as the Board of Directors may determine.

(c) If said notice of redemption shall have been given as aforesaid,
and if on or before the redemption date, the funds necessary for such
redemption shall have been set aside by the Corporation, separate and apart
from its other funds, in trust for the pro rata benefit of the holders of
the shares so called for redemption, then, from and after the redemption
date, notwithstanding that any certificate for shares of the Second
Preferred Stock so called for redemption shall not have been surrendered
for cancellation, the shares represented thereby shall not be deemed
outstanding, and all rights of the holders of the shares of the Second
Preferred Stock so called for redemption shall forthwith, from and after
the redemption date, cease and terminate, excepting only the right to
receive the redemption price therefor but without interest. Any moneys so
set aside by the Corporation and unclaimed at the end of six years from the
date fixed for such redemption shall revert to the general funds of the
Corporation after which reversion any holder of such shares so called for
redemption shall have only such rights, if any, as he may possess under
applicable law to receive from the Corporation payment of the redemption
price.

(d) If, on or before the redemption date, the Corporation shall
deposit in trust, with a bank or trust company in the Borough of Manhattan,
in the City of New York, having a capital and surplus of at least
$5,000,000, the funds necessary for the redemption of the shares of the
Second Preferred Stock so to be redeemed, to be applied to the redemption
of such shares, and if the Corporation shall have given notice of
redemption as aforesaid or given irrevocable written authorization to such
bank or trust company, in form satisfactory to it, for the timely giving of
such notice, then from and after the time when such deposit is made all
shares of the Second Preferred Stock so called for redemption shall not be
deemed to be outstanding, and all rights of the holders of such shares of
the Second Preferred Stock so called for redemption shall cease and
terminate, excepting only the right to receive the redemption price
therefor, but without interest.

In case such deposit is made with a bank or trust company and any
holder of shares of the Second Preferred Stock which shall have been called
for redemption shall not, within one year after the redemption date, claim
the amount deposited with respect to the redemption thereof, such bank or
trust company shall, upon demand, pay over to the Corporation such
unclaimed amount and thereupon such bank or trust company shall be relieved
of all responsibility in respect thereof to such holder and such holder
thereafter shall have only such rights, if any, as he may possess under
applicable law to receive from the Corporation payment thereof. Any
interest accrued on funds so deposited shall be paid to the Corporation
from time to time. Any such unclaimed amounts paid over by any such bank
or trust company to the Corporation shall, for a period terminating six
years after the date fixed for redemption, be set aside and held by the
Corporation in the same manner as if such unclaimed amounts had been set
aside under the preceding paragraph 7(c).

8. Whether or not the Issuing Resolution for any series of the
Second Preferred Stock provides for optional redemption of shares, or for a
sinking fund or a purchase fund for the redemption or purchase of shares of
such series, the Corporation shall have the right, subject to the
provisions of paragraph 5 of section I of this Article IV and subject to
any limitation thereon in any Issuing Resolution for any series of
Preferred Stock or Second Preferred Stock, at any time to purchase
privately or in the public markets, and to solicit tenders of, any portion
or the whole of the shares of any or all series at prices which are not in
excess of the respective redemption prices of such shares.

9. (a) All shares of any series of the Second Preferred Stock
which have been acquired through the operation of a purchase fund or of a
sinking fund or by redemption or have been credited against any purchase
fund or sinking fund or have been surrendered to the Corporation on the
conversion or exchange thereof into or for other shares of the Corporation
shall, upon compliance with any applicable provisions of the General
Corporation Law of the State of Delaware, have the status of authorized and
unissued shares of the Second Preferred Stock, but shall be reissued only
as, or as part of, a new series of the Second Preferred Stock to be created
by an Issuing Resolution of the Board of Directors or as part of any other
series of the Second Preferred Stock the terms of which do not prohibit
such reissue as a part thereof, and shall not be reissued as a part of the
series of which they were originally a part.

(b) All shares of any series of the Second Preferred Stock which
have been acquired otherwise than through the operation of a purchase fund
or of a sinking fund or by redemption and which have not been credited
against any purchase fund or sinking fund, and which have not been
surrendered to the Corporation on the conversion or exchange thereof into
or for other shares of the Corporation, shall have the status of treasury
stock and may be disposed of as permitted by law.

10. So long as any of the Second Preferred Stock is outstanding, the
Corporation will not, without the affirmative vote or consent of the
holders of at least 66-2/3% of all of the Second Preferred Stock at the
time outstanding, voting as a class regardless of series, given in person
or by proxy, either in writing or by resolution adopted at a special
meeting called for the purpose:

(a) Amend, alter or repeal any of the provisions of this
Article IV so as to affect adversely the designations, preferences
and relative, participating, optional or other special rights, or the
qualifications, limitations or restrictions thereof, of all of the
series of the Second Preferred Stock;

(b) (i) increase the authorized amount of the Preferred Stock,
(ii) create any other class or classes of stock ranking senior to the
Second Preferred Stock either as to dividends or upon liquidation,
(iii) create any class or classes of stock which have any right to be
converted into any class or classes of stock ranking senior to the
Second Preferred Stock as to dividends or upon liquidation or grant
any rights to any class of stock to be so converted, or (iv) merge or
consolidate with or into any other corporation, if such merger or
consolidation would affect adversely the designations, preferences
and relative, participating, optional or other special rights, or the
qualifications, limitations or restrictions thereof, of all of the
series of the Second Preferred Stock.

11. The Corporation will not amend, alter or repeal any of the
provisions of this Article IV or of any Issuing Resolution for series of
Second Preferred Stock so as to affect adversely the designations,
preferences and relative, participating, optional or other special rights,
or the qualifications, limitations or restrictions thereof, of one or more,
but not all, series of the Second Preferred Stock, or merge or consolidate
with or into any other corporation if such merger or consolidation would
affect adversely the designations, preferences and relative, participating,
optional or other special rights, or the qualifications, limitations or
restrictions thereof, of one or more, but not all, series of the Second
Preferred Stock, without the affirmative vote or consent of the holders of
at least 66-2/3% of each series so adversely affected at the time
outstanding, voting as a class, in person or by proxy, either in writing or
by resolution adopted at a special meeting called for the purpose, but the
other series of the Second Preferred Stock not affected thereby shall not
have the right to vote thereon.

12. The Corporation will not, without the affirmative vote or
consent of the holders of at least a majority of all of the Second
Preferred Stock at the time outstanding, voting as a class regardless of
series, given in person or by proxy, either in writing or by resolution
adopted at a special meeting called for the purpose, (a) increase the
authorized amount of the Second Preferred Stock, (b) create any class or
classes of stock ranking on a parity with the Second Preferred Stock either
as to dividends or upon liquidation, or (c) create any class or classes of
stock which have any right to be converted into any class or classes of
stock ranking on a parity with the Second Preferred Stock as to dividends
or upon liquidation or grant any rights to any class of stock to be so
converted.

13. (a) If, and whenever, at any time or times, there shall remain
unpaid, on any series of the Second Preferred Stock, the dividends which
were payable for four full quarterly dividend periods, or if any arrearage
or default in any sinking fund provided for in any Issuing Resolution shall
occur under such conditions and continue for such period of time as, under
the provisions of such Issuing Resolution, to entitle the holders of the
outstanding shares of the Second Preferred Stock to the voting rights
provided by this paragraph 13, the outstanding Second Preferred Stock of
all series, voting separately as a class, shall have the right to elect two
Directors and the remaining Directors shall be elected by the holders of
shares of the Common Stock (subject to the voting rights of the holders of
the Preferred Stock).

(b) Whenever such right of the holders of the Second Preferred Stock
shall have vested, such right may be exercised initially either at a
special meeting of such holders of the Second Preferred Stock called as
provided in this paragraph, or at any annual meeting of stockholders, and
thereafter at annual meetings of stockholders. If the date upon which such
right of the holders of the Second Preferred Stock shall become vested
shall be more than sixty days preceding the date of the next ensuing annual
meeting of stockholders as fixed by the By-Laws of the Corporation, the
President of the Corporation shall call promptly a special meeting of the
holders of the Second Preferred Stock and the Common Stock to be held
within thirty days for the purpose of electing a new Board of Directors
(exclusive of any Directors elected to represent the Preferred Stock
pursuant to the provisions of section I of this Article IV) to serve until
the next annual meeting and until their successors shall be elected and
shall qualify. Notice of such meeting shall be mailed to each holder of
Second Preferred Stock and each holder of Common Stock not less than ten
days prior to the date of such meeting. If at any such meeting any
Director (other than a Director elected to represent the Preferred Stock)
shall not be re-elected, his term of office shall end upon the election of
his successor, notwithstanding that the term for which he was originally
elected shall not then have expired. In the event that at any such meeting
at which holders of the Second Preferred Stock shall be entitled to elect
Directors, a quorum of the holders of the Second Preferred Stock shall not
be present in person or by proxy, the holders of the Common Stock, if a
quorum thereof be present, may elect the Directors whom the holders of the
Second Preferred Stock were entitled, but failed, to elect. Such Directors
shall be designated as having been so elected to represent the Second
Preferred Stock and their successors shall be elected by the holders of the
Second Preferred Stock at the next annual meeting.

(c) Whenever the holders of the Second Preferred Stock shall be
entitled to elect Directors as provided in paragraph 13(a) of this section
II, any holder of Second Preferred Stock shall have the right, during
regular business hours, in person or by a duly authorized representative,
to examine and to make transcripts of the stock records of the Corporation
for the Second Preferred Stock for the purpose of communicating with other
holders of Second Preferred Stock with respect to the exercise of such
right of election.

(d) At any election of members of the Board of Directors by the
Second Preferred Stock, each holder of Second Preferred Stock shall have
one vote for each share of such stock standing in his name on the books of
the Corporation on any record date fixed for such purpose, or, if no such
date be fixed, on the date on which the election is held.

(e) The right of the holders of the Second Preferred Stock, voting
separately as a class, to elect members of the Board of Directors of the
Corporation as aforesaid shall continue until such time as any and all
unpaid dividends shall have been paid and any and all sinking fund
arrearages and defaults shall have been fully cured, at which time the
right of the holders of the Second Preferred Stock to elect members of the
Board of Directors shall terminate, subject to revesting.

(f) Whenever the holders of the Second Preferred Stock shall be
divested of the right to elect members of the Board of Directors, the
President of the Corporation shall, within ten days after delivery to the
Corporation at its principal office of a request to such effect signed by
any holder of Common Stock, call a special meeting of the holders of the
Common Stock to be held within forty days after the delivery of such
request for the purpose of electing a new Board of Directors (exclusive of
any Directors elected to represent the Preferred Stock pursuant to the
provisions of section I of this Article IV) to serve until the next annual
meeting or until their respective successors shall be elected and shall
qualify. If, at any such special meeting, any Director (other than a
Director elected to represent the Preferred Stock) shall not be re-elected,
his term of office shall terminate upon the election and qualification of
his successor, notwithstanding that the term for which such Director was
originally elected shall not then have expired.

14. At any annual or special meeting of stockholders held for the
purpose of electing Directors when the holders of the Second Preferred
Stock shall be entitled to elect members of the Board of Directors as
provided in paragraph 13 of this section II, the presence in person or by
proxy of the holders of one-third of all of the outstanding shares of the
Second Preferred Stock regardless of series shall be required to constitute
a quorum for the election by the Second Preferred Stock of such Directors,
and the presence in person or by proxy of the holders of a majority of the
outstanding shares of the Common Stock shall be required to constitute a
quorum for the election by the Common Stock of the remaining Directors
(other than Directors elected to represent the Preferred Stock pursuant to
the provisions of section I of this Article IV); provided, however, that
absence of a quorum of the Common Stock shall not prevent the Second
Preferred Stock if it has a quorum present from electing the number of
Directors such class shall be entitled to elect and the Directors so
elected by the Second Preferred Stock shall replace an equal number of
Directors then in office. The Directors to be replaced by those elected by
the holders of the Second Preferred Stock shall be designated by the Board
of Directors of the Corporation; and, if the Board of Directors shall fail
to make such designation within 15 days following such meeting, then such
designation shall be made by the Directors elected by the holders of the
Second Preferred Stock. The absence of a quorum of the Second Preferred
Stock shall not prevent the Common Stock from electing the entire Board of
Directors (other than Directors elected to represent the Preferred Stock)
which shall include the proper number of members to represent the Second
Preferred Stock.

15. If, during any interval between annual meetings of stockholders
for the election of Directors and while the holders of the Second Preferred
Stock shall be entitled to elect Directors, one of the Directors in office
elected by the holders of the Second Preferred Stock shall resign or die or
be removed, the vacancy shall be filled by a majority vote of all of the
remaining Directors then in office, although less than a quorum, who shall
elect a nominee designated by the remaining Director elected by the holders
of the Second Preferred Stock or his successor and if not so filled within
forty days after the creation thereof, the President of the Corporation
shall call a special meeting in the manner provided in paragraph 13 of this
section II but limited to the holders of shares of the Second Preferred
Stock and such vacancy shall be filled at such special meeting, to be held
within forty days after the delivery of such request.

16. If the Corporation is unable to meet the requirements of all
sinking fund and of all purchase fund provisions of all Issuing Resolutions
for series of Second Preferred Stock containing such provisions, the number
of shares of the respective series to be redeemed or purchased, as the case
may be, shall be in proportion to the respective amounts which would be
redeemed or purchased if all such provisions were complied with in full.

17. No holder of shares of any series of the Second Preferred Stock
shall have any preemptive or preferential right of subscription to any
stock of any class of the Corporation, or to any obligations convertible
into stock of any class, or to any warrant or option for the purchase of
stock of any class but the Board of Directors of the Corporation, in the
Issuing Resolution creating any series of the Second Preferred Stock, may
confer on that series the right to subscribe to additional shares of that
series or to shares of any series of the Second Preferred Stock which may
be created thereafter.

III. COMMON STOCK

1. All rights shall be held and possessed by the Common Stock
except for the designations, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations or
restrictions thereof, conferred on the Preferred Stock and the Second
Preferred Stock by applicable law, by the provisions of sections I and II
of this Article IV or by the provisions of any Issuing Resolutions for
series of the Preferred Stock or the Second Preferred Stock.

2. Holders of the shares of Common Stock without par value shall
have no right to subscribe for or purchase any part of any new or
additional issue of stock of any class whatsoever or of securities
convertible into stock of any class whatsoever whether now or hereafter
authorized.

ARTICLE V

The number of shares with which this corporation will commence
business is ten (10) shares of common stock, which shares are without
nominal or par value.

ARTICLE VI

This corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner
now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

ARTICLE VII

This corporation is to have perpetual existence.

ARTICLE VIII

The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatever.

ARTICLE IX

In furtherance, and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:

1. To make, alter, amend and rescind the by-laws of this
corporation, without any action on the part of the stockholders.

2. To authorize and cause to be executed mortgages and liens upon
the real and personal property of this corporation.

3. To fix, determine and vary the amount to be maintained as
surplus and, subject to the other provisions and requirements of this
Certificate of Incorporation, the amount or amounts to be set apart or
reserved as working capital or for any other lawful purposes. If so
determined by the Board of Directors, the corporation may from time to time
receive money and/or other property and credit the amount or value thereof
to reserve or surplus, and such money or other property may be an undivided
part of money or other property for another part of which stock, bonds,
debentures and/or other obligations of the corporation are issued. Against
any reserve or surplus so established there may be charged losses at any
time incurred by the corporation, also dividends or other distributions
upon stock. Such reserve or surplus may be reduced from time to time by
the Board of Directors for the purposes above specified or by transfer from
such reserve or surplus to capital account.

4. From time to time to determine whether and to what extent, and
at what times and places, and under what conditions and regulations, the
accounts and books of this corporation (other than the stock ledger), or
any of them, shall be open to inspection of stockholders; and no
stockholder shall have any right of inspecting any account, book or
document of this corporation except as conferred by statute, unless
authorized by a resolution of stockholders or directors.

5. If the by-laws so provide, to designate two or more of its
number to constitute an executive committee, which committee shall for the
time being, as provided in said resolution or in the by-laws of this
corporation, have and exercise any or all of the powers of the Board of
Directors in the management of the business and affairs of this
corporation, and have power to authorize the seal of this corporation to be
affixed to all papers which may require it.

6. Pursuant to the affirmative vote of the holders of at least a
majority of the stock issued and outstanding having voting power, given at
a stockholders' meeting duly called for that purpose, or when authorized by
the written consent of the holders of a majority of the voting stock issued
and outstanding, the Board of Directors shall have power and authority at
any meeting to sell, lease or exchange all of the property and assets of
this corporation, including its goodwill and its corporate franchises, upon
such terms and conditions as its Board of Directors deem expedient and for
the best interests of the corporation.

7. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application
in a summary way of this corporation or of any creditor or stockholder
thereof, or on the application of any receiver or receivers appointed for
this corporation under the provisions of Section 3883 of the Revised Code
of 1915 of said State, or on the application of trustees in dissolution or
of any receiver or receivers appointed for this corporation under the
provisions of Section 43 of this Chapter, order a meeting of the creditors
or class of creditors, and/or of the stockholders or class of stockholders
of this corporation, as the case may be, to be summoned in such manner as
the said court directs. If a majority in number representing three-fourths
in value of the creditors or class of creditors, and/or of the stockholders
or class of stockholders of this corporation, as the case may be, agree to
any compromise or arrangement and to any reorganization of this corporation
as a consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the court
to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

8. This corporation may in its by-laws confer powers upon its
directors in addition to the foregoing and in addition to the powers and
authorities expressly conferred upon them by the statute.

9. Both stockholders and directors shall have power, if the by-laws
so provide, to hold their meetings, and to have one or more offices within
or without the State of Delaware and to keep the books of this corporation
(subject to the provisions of the statutes), outside of the State of
Delaware at such places as may be from time to time designated by the Board
of Directors.

ARTICLE X

The number of directors of this corporation shall be such number, not
less than three, as shall from time to time be fixed by the by-laws of the
corporation. In case of any vacancy in the Board of Directors through
death, resignation, disqualification or other cause, the remaining
directors, by affirmative vote of a majority thereof, may elect a successor
to office for the unexpired portion of the term of the director whose place
shall be vacant and until the election of a successor.

ARTICLE XI

A director of this corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except that nothing contained in this Article
XI shall eliminate or limit the liability of a director (1) for any breach
of the director's duty of loyalty to the corporation or its stockholders,
(2) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) under Section 174 of the
Delaware General Corporation Law, or (4) for any transaction from which the
director derived an improper personal benefit. No amendment to or repeal
of this Article XI shall apply to or have any effect on the liability or
alleged liability of any director of the corporation for or with respect to
any acts or omissions of such director occurring prior to such amendment or
repeal.

ARTICLE XII

In the absence of fraud, no contract or transaction between this
corporation and any other association or corporation shall be affected by
the fact that any of the Directors or officers of this corporation are
interested in or are directors or officers of such other association or
corporation, and any director or officer of this corporation individually
may be a party to or may be interested in any such contract or transaction
of this corporation; and no such contract or transaction of this
corporation with any person or persons, firm, association or corporation
shall be affected by the fact that any director or officer of this
corporation is a party to or interested in such contract or transaction or
in any way connected with such person or persons, firm, association or
corporation; and each and every person who may become a director or officer
of this corporation is hereby relieved from any liability that might
otherwise exist from thus contracting with this corporation for the benefit
of himself or any person, firm, association or corporation in which he may
be in any wise interested.

IN WITNESS WHEREOF, the corporation has caused its corporate seal to
be affixed and this Restated Certificate of Incorporation to be signed by
its Senior Vice President and General Counsel and attested by its Secretary
this 21st day of October, 1988.

REYNOLDS METALS COMPANY

By /s/ John H. Galea
John H. Galea
Senior Vice President and
General Counsel

ATTEST:

/s/ Donald T. Cowles
Donald T. Cowles
Secretary

bah
rmet
cert/inc
100688

CERTIFICATE OF OWNERSHIP
AND MERGER
MERGING
FOIL DISTRIBUTING COMPANY
INTO
REYNOLDS METALS COMPANY
___________________________________

Pursuant to Section 253 of the
Delaware General Corporation Law

___________________________________

REYNOLDS METALS COMPANY, a corporation incorporated on the 18th
day of July, 1928, pursuant to the provisions of the General Corporation
Law of the State of Delaware (the "Corporation"), does hereby certify that
the Corporation owns all of the outstanding stock of FOIL DISTRIBUTING
COMPANY, a corporation incorporated on the 4th day of April, 1983, pursuant
to the provisions of the general corporation Law of the State of Delaware,
and that the Corporation by resolutions of its Board of Directors duly
adopted at a meeting held on the 17th day of April, 1991, determined to and
did merge into itself said FOIL DISTRIBUTING COMPANY, which resolutions are
as follows:

RESOLVED, that this corporation, as owner of all the
outstanding capital stock of Foil Distributing Company, merge
into itself Foil Distributing Company and assume all of its
liabilities and obligations effective as of 12:01 a.m. on April
30, 1991; and

FURTHER RESOLVED, that the Chairman of the Board, the
President, any Vice President, the Secretary and any Assistant
Secretary are each hereby authorized to take all such other
action, including, without limitation, incurrence and payment
of all fees, expenses and other charges, and to execute and
deliver all such agreements, instruments and documents, which
in the opinion of any of them may be necessary or desirable to
achieve the purposes of or effect the transactions contemplated
by the preceding resolution, the taking of such action or the
execution of any such agreements, instruments or documents to
be conclusive evidence of the authority to take or execute the
same.

This Certificate of Ownership and Merger shall be effective as
of 12:01 A.M. on April 30, 1991.

IN WITNESS WHEREOF, the Corporation has caused this Certificate
to be executed and attested by its officers thereunto duly authorized this
22nd day of April, 1991.

REYNOLDS METALS COMPANY

By Donald T. Cowles
Vice President, General Counsel
and Secretary

ATTEST:

Donna C. Dabney
Assistant Secretary<PAGE>
CERTIFICATE OF OWNERSHIP
AND MERGER
MERGING
REYNOLDS OF HAWAII, INC.
INTO
REYNOLDS METALS COMPANY
___________________________________

Pursuant to Section 253 of the
Delaware General Corporation Law

___________________________________

REYNOLDS METALS COMPANY, a corporation incorporated on the 18th
day of July, 1928, pursuant to the provisions of the General Corporation
Law of the State of Delaware (the "Corporation"), does hereby certify that
the Corporation owns all of the outstanding stock of REYNOLDS OF HAWAII,
INC., a corporation incorporated on the 4th day of May, 1979, pursuant to
the provisions of the general corporation Law of the State of Delaware, and
that the Corporation by resolutions of its Board of Directors duly adopted
at a meeting held on the 17th day of April, 1991, determined to and did
merge into itself said REYNOLDS OF HAWAII, INC., which resolutions are as
follows:

RESOLVED, that this corporation, as owner of all the
outstanding capital stock of Reynolds of Hawaii, Inc., merge
into itself Reynolds of Hawaii, Inc. and assume all of its
liabilities and obligations effective as of 12:01 a.m. on April
30, 1991; and

This Certificate of Ownership and Merger shall be effective as
of 12:01 A.M. on April 30, 1991.

IN WITNESS WHEREOF, the Corporation has caused this Certificate
to be executed and attested by its officers thereunto duly authorized this
22nd day of April, 1991.

REYNOLDS METALS COMPANY

By Donald T. Cowles
Vice President, General Counsel
and Secretary

ATTEST:

Donna C. Dabney
Assistant Secretary<PAGE>
CERTIFICATE OF OWNERSHIP
AND MERGER
MERGING
BROAD ST. ROAD CORPORATION
INTO
REYNOLDS METALS COMPANY
___________________________________

Pursuant to Section 253 of the
Delaware General Corporation Law

___________________________________

REYNOLDS METALS COMPANY, a Delaware corporation (the
"Corporation"), does hereby certify that the Corporation owns all the
outstanding stock of BROAD ST. ROAD CORPORATION, a Delaware corporation,
and that the Corporation by resolutions of its Board of Directors duly
adopted at a meeting held on the 15th day of November, 1991, determined to
and did merge into itself BROAD ST. ROAD CORPORATION, which resolutions are
as follows:

RESOLVED, that this corporation, as owner of all the
outstanding capital stock of Broad St. Road Corporation, merge
into itself Broad St. Road Corporation and assume all of its
liabilities and obligations effective as of 5:00 p.m. on
December 31, 1991; and

This Certificate of Ownership and Merger shall be effective as
of 5:00 p.m. on December 31, 1991.

IN WITNESS WHEREOF, the Corporation has caused this Certificate
to be executed and attested by its officers thereunto duly authorized this
26th day of November, 1991.

REYNOLDS METALS COMPANY

By Donald T. Cowles
Vice President, General Counsel
and Secretary

ATTEST:

D. Michael Jones
Assistant Secretary<PAGE>
CERTIFICATE OF OWNERSHIP
AND MERGER
MERGING
REYNOLDS ALUMINUM RECYCLING COMPANY
INTO
REYNOLDS METALS COMPANY

____________________________________

Pursuant to Section 253 of the
Delaware General Corporation Law

____________________________________

REYNOLDS METALS COMPANY, a Delaware corporation (the
"Corporation"), does hereby certify that the Corporation owns all the
outstanding stock of REYNOLDS ALUMINUM RECYCLING COMPANY, a Missouri
corporation, and that the Corporation by resolutions of its Board of
Directors duly adopted by unanimous written consent on December 16, 1991
pursuant to Section 141(f) of the Delaware General Corporation Law
determined to and did merge into itself REYNOLDS ALUMINUM RECYCLING
COMPANY, which resolutions are as follows:

RESOLVED, that this corporation, as owner of all the
outstanding capital stock of Reynolds Aluminum Recycling
Company, merge into itself Reynolds Aluminum Recycling Company
and assume all of its liabilities and obligations effective as
of 5:00 p.m. on December 31, 1991 pursuant to the following
Plan of Merger:

1. Reynolds Metals Company of Delaware is the
survivor.

2. All of the property, rights, privileges, leases
and patents of Reynolds Aluminum Recycling Company, a
Missouri corporation, are to be transferred to and
become the property of Reynolds Metals Company, the
survivor. The officers and board of directors of the
above named corporations are authorized to execute
all deeds, assignments, and documents of every nature
which may be needed to effectuate a full and complete
transfer of ownership.

3. The officers and board of directors of Reynolds
Metals Company shall continue in office until their
successors are duly elected and qualified under the
provisions of the by-laws of the surviving
corporation.

4. It is agreed that, upon and after the issuance
of a certificate of merger by the Secretary of State
of the State of Missouri:

a. The surviving corporation may be served
with process in the State of Missouri in
any proceeding for the enforcement of any
obligation of any corporation organized
under the laws of the State of Missouri
which is a party to the merger and in any
proceeding for the enforcement of the
rights of a dissenting shareholder of any
such corporation organized under the laws
of the State of Missouri against the
surviving corporation;

b. The Secretary of State of the State of
Missouri shall be and hereby is irrevocably
appointed as the agent of the surviving
corporation to accept service of process in
any such proceeding; the address to which
the service of process in any such
proceeding shall be mailed is: Secretary,
Reynolds Metals Company, 6601 West Broad
Street, Richmond, Virginia 23230; and

c. The surviving corporation will promptly pay
to the dissenting shareholders of any
corporation organized under the laws of the
State of Missouri which is a party to the merger
the amount, if any, to which they shall be
entitled under the provisions of "The General
and Business Corporation Law of Missouri" with
respect to the rights of dissenting
shareholders.

5. The articles of incorporation of the survivor
are not amended.

provided that, at any time prior to the filing with the
Delaware Secretary of State of a Certificate of Ownership and
Merger merging Reynolds Aluminum Recycling Company into this
corporation, the Board of Directors of this corporation may
terminate this resolution and abandon the merger contemplated
hereby; and

FURTHER RESOLVED, that the Chairman of the Board, the
President, any Vice President, the Secretary and any Assistant
Secretary are each hereby authorized to take all such action,
including, without limitation, incurrence and payment of all
fees, expenses and other charges, and to execute and deliver
all such agreements, instruments and documents, which in the
opinion of any of them may be necessary or desirable to achieve
the purposes of or effect the transactions contemplated by the
preceding resolution, the taking of such action or the
execution of any such agreements, instruments or documents to
the conclusive evidence of the authority to take or execute the
same.

This Certificate of Ownership and Merger shall be effective as
of 5:00 p.m. on December 31, 1991.

IN WITNESS WHEREOF, the Corporation has caused this Certificate
to be executed and attested by its officers thereunto duly authorized this
20th day of December, 1991.

REYNOLDS METALS COMPANY

By Donald T. Cowles
Vice President, General Counsel
and Secretary

ATTEST:

D. Michael Jones
Assistant Secretary<PAGE>
CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

REYNOLDS SEATTLE CAN COMPANY

INTO

REYNOLDS METALS COMPANY

_____________________________________________

Pursuant to Section 253 of the
General Corporation Law of Delaware

_____________________________________________

REYNOLDS METALS COMPANY, a Delaware corporation (the
"Corporation"), does hereby certify:
FIRST: That the Corporation is incorporated pursuant to the
General Corporation Law of the State of Delaware.
SECOND: That the Corporation owns all of the outstanding shares
of each class of the capital stock of REYNOLDS SEATTLE CAN COMPANY, a
Delaware corporation.
THIRD: That the Corporation, by the following resolutions of
its Board of Directors, duly adopted at a meeting held on the 19th day of
June, 1992, determined to merge into itself REYNOLDS SEATTLE CAN COMPANY on
the conditions set forth in such resolutions:
RESOLVED, that this corporation, as owner of all of
the outstanding shares of each class of the capital stock
of Reynolds Seattle Can Company, merge into itself
Reynolds Seattle Can Company and assume all of its
liabilities and obligations effective as of 5:00 p.m.
E.D.T. on June 30, 1992; and

FURTHER RESOLVED, that the Chief Executive Officer,
the Chief Operating Officer, the Chief Financial Officer,
any Vice Chairman, any Executive Vice President, any Vice
President, the Secretary and any Assistant Secretary are
each hereby authorized to take all such action, including,
without limitation, incurrence and payment of all fees,
expenses and other charges, and to execute and deliver all
such agreements, instruments and documents (including,
without limitation, a certificate of ownership and merger)
which in the opinion of any of them may be necessary or
desirable to achieve the purposes of or effect the
transactions contemplated by the preceding resolution, the
taking of any such action or the execution of any such
agreements, instruments or documents to be conclusive
evidence of the authority to take or execute the same.

This Certificate of Ownership and Merger shall be effective as
of 5:00 p.m. E.D.T. on June 30, 1992.

IN WITNESS WHEREOF, the Corporation has caused its corporate
seal to be affixed and this Certificate to be executed and attested by its
officers thereunto duly authorized this 19th day of June, 1992.

REYNOLDS METALS COMPANY

By Donald T. Cowles
Vice President, General Counsel
and Secretary

[SEAL]

ATTEST:

By: D. Michael Jones
Assistant Secretary
<PAGE>
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
REYNOLDS ALUMINUM CREDIT CORPORATION
INTO
REYNOLDS METALS COMPANY

Pursuant to Section 253 of the
General Corporation Law of Delaware

REYNOLDS METALS COMPANY, a Delaware corporation (the
"Corporation"), does hereby certify:
FIRST: That the Corporation is incorporated pursuant to the
General Corporation Law of the State of Delaware.
SECOND: That the Corporations owns all of the outstanding shares
of the capital stock of REYNOLDS ALUMINUM CREDIT CORPORATION, a Delaware
corporation.
THIRD: That the Corporation, by the following resolutions of
its Board of Directors, duly adopted by unanimous written consent dated
December 16, 1993, determined to merge into itself REYNOLDS ALUMINUM CREDIT
CORPORATION on the conditions set forth in such resolutions:
RESOLVED, that this corporation, as owner of all of the
outstanding shares of the capital stock of Reynolds Aluminum
Credit Corporation, merge into itself Reynolds Aluminum Credit
Corporation and assume all of its liabilities and obligations
effective as of 5:00 p.m. E.S.T. on December 31, 1993;

FURTHER RESOLVED, that the Chief Executive Officer, the
Chief Financial Officer, any Vice Chairman, any Executive Vice
President, any Vice President, the Secretary and any Assistant
Secretary are each hereby authorized to take all such action,
including, without limitation, incurrence and payment of all
fees, expenses and other charges, and to execute and deliver all
such agreements, instruments and documents (including, without
limitation, a certificate of ownership and merger) which in the
opinion of any of them may be necessary or desirable to achieve
the purposes of or effect the transactions contemplated by the
preceding resolution, the taking of any such action or the
execution of any such agreements, instruments or documents to be
conclusive evidence of the authority to take or execute the
same.

This Certificate of Ownership and Merger shall be effective as
of 5:00 p.m. E.S.T. on December 31, 1993.

IN WITNESS WHEREOF, the Corporation has caused its corporate
seal to be affixed and this Certificate to be executed and attested by its
officers thereunto duly authorized this 29th day of December, 1993.

REYNOLDS METALS COMPANY

By: D. Michael Jones
Vice President, General Counsel
and Secretary

[SEAL]

ATTEST:

By:Carol L. Dillon
Assistant Secretary
<PAGE>
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
REYNOLDS KANSAS CITY CAN COMPANY
INTO
REYNOLDS METALS COMPANY

Pursuant to Section 253 of the
General Corporation Law of Delaware

REYNOLDS METALS COMPANY, a Delaware corporation (the
"Corporation"), does hereby certify:
FIRST: That the Corporation is incorporated pursuant to the
General Corporation Law of the State of Delaware.
SECOND: That the Corporations owns all of the outstanding shares
of each class of the capital stock of REYNOLDS KANSAS CITY CAN COMPANY, a
Delaware corporation.
THIRD: That the Corporation, by the following resolutions of
its Board of Directors, duly adopted by unanimous written consent dated
December 16, 1993, determined to merge into itself REYNOLDS KANSAS CITY CAN
COMPANY on the conditions set forth in such resolutions:
RESOLVED, that this corporation, as owner of all of the
outstanding shares of each class of the capital stock of
Reynolds Kansas City Can Company, merge into itself Reynolds
Kansas City Can Company and assume all of its liabilities and
obligations effective as of 5:00 p.m. E.S.T. on December 31,
1993;

This Certificate of Ownership and Merger shall be effective as
of 5:00 p.m. E.S.T. on December 31, 1993.

REYNOLDS METALS COMPANY

By:D. Michael Jones
Vice President, General Counsel
and Secretary

[SEAL]

ATTEST:

By:Carol L. Dillon
Assistant Secretary
<PAGE>

CERTIFICATE OF DESIGNATIONS,
PREFERENCES, RIGHTS AND LIMITATIONS OF

7% PRIDES, Convertible Preferred Stock

REYNOLDS METALS COMPANY
______________________

Pursuant to Section 151 of the General
Corporation Law of the State of Delaware
______________________

Reynolds Metals Company, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), hereby
certifies that, under (i) authority conferred upon the Board of Directors
by the Restated Certificate of Incorporation of the Corporation, as amended
to date, (ii) the provisions of Sections 141(c) and 151 of the General
Corporation Law of the State of Delaware, and (iii) resolutions adopted by
the Board of Directors at its meeting on December 17, 1993, the 1993
Preferred Stock Committee of the Board of Directors at its meeting on
January 18, 1994 duly adopted the following resolution:

RESOLVED, that under (i) authority conferred upon the 1993
Preferred Stock Committee by the Board of Directors and (ii)
authority conferred upon the Board of Directors by the Restated
Certificate of Incorporation, as amended to date (the "Restated
Certificate of Incorporation"), the 1993 Preferred Stock Committee
hereby authorizes the issuance of 11,000,000 shares of authorized and
unissued preferred stock, without par value, of the Corporation, and
hereby fixes the designation, powers, preferences and relative,
participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of such shares,
in addition to those set forth in the Restated Certificate of
Incorporation, as follows, to be set forth in a certificate of
designations (the "Certificate of Designations"):

Section 1. Designation and Size of Issue; Ranking. (a)
The distinctive designation of the series of preferred stock shall be
"7% PRIDES, Convertible Preferred Stock" (the "PRIDES"). The shares
are Preferred Redeemable Increased Dividend Equity Securities. The
number of shares constituting the PRIDES shall be 11,000,000 shares.
Each share of PRIDES shall have a stated value of $47.25.

(b) Any shares of the PRIDES which at any time have been
redeemed for, or converted into, Common Stock, without par value, of
the Corporation (the "Common Stock") or otherwise reacquired by the
Corporation shall, after such redemption, conversion or other
acquisition, resume the status of authorized and unissued shares of
preferred stock, without par value, of the Corporation (the
"Preferred Stock"), without designation as to series until such
shares are once more designated as part of a particular series by the
Board of Directors.

(c) The shares of PRIDES shall rank on a parity, both as
to payment of dividends and distribution of assets upon liquidation,
with any Preferred Stock issued by the Corporation after the date of
this Certificate of Designations that by its terms ranks pari passu
with the PRIDES.

Section 2. Dividends. (a) The holders of record of the
shares of PRIDES shall be entitled to receive, when and as declared
by the Board of Directors out of funds legally available therefor,
cash dividends ("Preferred Dividends") from the date of the issuance
of the shares of PRIDES at the rate per annum of 7 percent of the
stated value per share (equivalent to $3.31 per annum or $0.8275 per
quarter for each share of PRIDES), payable quarterly in arrears, on
each April 1, July 1, October 1 and December 31 (each a "Dividend
Payment Date") or, if any such date is not a business day (as defined
herein), the Preferred Dividend due on such Dividend Payment Date
shall be paid on the next succeeding business day; provided, however,
that, with respect to any dividend period during which a redemption
occurs, the Corporation may, at its option, declare accrued Preferred
Dividends to, and pay such Preferred Dividends on, the date fixed for
redemption, in which case such Preferred Dividends shall be payable
to the holders of shares of PRIDES as of the record date for such
dividend payment and shall not be included in the calculation of the
related PRIDES Call Price (as defined herein). The first dividend
period shall be from the date of initial issuance of the shares of
PRIDES to but excluding April 1, 1994 and the first Preferred
Dividend shall be payable on April 1, 1994. Preferred Dividends on
shares of PRIDES shall be cumulative and shall accumulate from the
date of original issuance. Preferred Dividends on shares of PRIDES
shall cease to accrue on and after the Mandatory Conversion Date (as
defined herein) or on and after the date of their earlier conversion
or redemption, as the case may be. Preferred Dividends shall be
payable to holders of record as they appear on the stock register of
the Corporation 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. Preferred Dividends payable on shares of PRIDES
for any period less than a full quarterly dividend period (or, in the
case of the first Preferred Dividend, from the date of initial
issuance of the shares of PRIDES to but excluding the first Dividend
Payment Date) shall 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. Preferred Dividends shall accrue on a
daily basis whether or not there are funds of the Corporation legally
available for the payment of such dividends and whether or not such
Preferred Dividends are declared. Accrued but unpaid Preferred
Dividends shall cumulate as of the Dividend Payment Date on which
they first become payable, but no interest shall accrue on
accumulated but unpaid Preferred Dividends.

(b) As long as 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,
Second Preferred Stock, $100 par value, of the Corporation (the
"Second Preferred Stock"), Common Stock or any other capital stock of
the Corporation ranking junior to the shares of PRIDES as to the
payment of dividends and the distribution of assets upon liquidation
(collectively, the "Junior Stock") and cash in lieu of fractional
shares in connection with any such dividend) shall be paid or
declared in cash or otherwise, nor shall 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 Corporation 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 Corporation is not in
default on any of its obligations to redeem any Parity Preferred
Stock.

(c) As long as any shares of PRIDES are outstanding, no
shares of any Junior Stock may be purchased, redeemed, or otherwise
acquired by the Corporation 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, redemption or
other acquisition 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
Corporation 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 Corporation is not in default on any of its
obligations to redeem any Parity Preferred Stock.

(d) 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 Corporation 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
Corporation 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 Corporation 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 shall 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 shall 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.

Section 3. Conversion or Redemption. (a) Unless
previously either redeemed or converted at the option of the holder
in accordance with the provisions of Section 3(c), on December 31,
1997 (the "Mandatory Conversion Date"), each outstanding share of
PRIDES shall mandatorily convert ("Mandatory Conversion") into (i)
shares of authorized Common Stock at the PRIDES Common Equivalent
Rate (as defined herein) in effect on the Mandatory Conversion Date
and (ii) the right to receive cash in an amount equal to all accrued
and unpaid Preferred Dividends on such share of PRIDES (other than
previously declared dividends payable to a holder of record as of a
prior date) to but excluding the Mandatory Conversion Date, whether
or not declared, out of funds legally available for the payment of
Preferred Dividends, subject to the right of the Corporation to
redeem the shares of PRIDES on or after December 31, 1996 (the
"Initial Redemption Date") and before the Mandatory Conversion Date
and subject to the conversion of the shares of PRIDES at the option
of the holder at any time before the Mandatory Conversion Date. The
"PRIDES Common Equivalent Rate" shall initially be one share of
Common Stock for each share of PRIDES and shall be subject to
adjustment as set forth in Sections 3(d) and 3(e). Shares of PRIDES
shall cease to be outstanding on the Mandatory Conversion Date. The
Corporation shall make such arrangements as it deems appropriate for
the issuance of certificates representing shares of Common Stock and
for the payment of cash in respect of such accrued and unpaid
dividends, if any, or cash in lieu of fractional shares, if any, in
exchange for and contingent upon surrender of certificates
representing the shares of PRIDES, and the Corporation may defer the
payment of dividends on such shares of Common Stock and the voting
thereof until, and make such payment and voting contingent upon, the
surrender of certificates representing the shares of PRIDES;
provided, that the Corporation shall give the holders of the shares
of PRIDES such notice of any such actions as the Corporation deems
appropriate and upon surrender such holders shall be entitled to
receive such dividends declared and paid, if any, on such shares of
Common Stock subsequent to the Mandatory Conversion Date.

(b)(i) Shares of PRIDES are not redeemable by the
Corporation before the Initial Redemption Date. At any time and from
time to time on or after that date until immediately before the
Mandatory Conversion Date, the Corporation shall have the right to
redeem, in whole or in part, the outstanding shares of PRIDES
(subject to the notice provisions set forth in Section 3(b)(iii)).
Upon any such redemption, the Corporation shall deliver to each
holder thereof, in exchange for each such share of PRIDES subject to
redemption, the greater of:

(A) the number of shares of Common Stock equal to the
applicable PRIDES Call Price (as defined herein) in effect on
the redemption date divided by the Current Market Price (as
defined herein) of the Common Stock, determined as of the second
Trading Day (as defined herein) immediately preceding the Notice
Date (as defined herein); or

(B) .82 of a share of Common Stock (subject to adjustment
in the same manner as the PRIDES Optional Conversion Rate (as
defined herein) is adjusted).

Preferred Dividends on the shares of PRIDES shall cease to accrue on
and after the date fixed for their redemption.

The "PRIDES Call Price" of each share of PRIDES shall be
the sum of (x) $48.077 on and after the Initial Redemption Date, to
and including March 31, 1997; $47.870 on and after April 1, 1997, to
and including June 30, 1997; $47.663 on and after July 1, 1997, to
and including September 30, 1997; $47.457 on and after October 1,
1997, to and including November 30, 1997; and $47.25 on and after
December 1, 1997, to and including December 31, 1997; and (y) all
accrued and unpaid Preferred Dividends thereon to but not including
the date fixed for redemption (other than previously declared
Preferred Dividends payable to a holder of record as of a prior
date). If fewer than all the outstanding shares of PRIDES are to be
called for redemption, shares of PRIDES to be called shall be
selected by the Corporation 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.

(ii) The term "Current Market Price" per share of the
Common Stock on any date of determination means the lesser of (x) the
average of the Closing Prices (as defined herein) of the Common Stock
for the 15 consecutive Trading Days ending on and including such date
of determination, or (y) the Closing Price of the Common Stock 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 PRIDES 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 shall be appropriately adjusted
to reflect the occurrence of such event.

(iii) The Corporation shall provide notice of any
redemption of the 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. Any such notice shall
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 Corporation, first class postage prepaid;
provided, however, that failure to give such notice or any defect
therein shall 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 Corporation has failed to give such notice or
whose notice was defective. A public announcement of any call for
redemption shall be made by the Corporation before, or at the time
of, the mailing of such notice of redemption. The term "Notice Date"
with respect to any notice given by the Corporation 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 the notice to the holders of shares of
PRIDES, in each case pursuant to this Section 3(b)(iii).

Each such notice shall state, as appropriate, the following
and may contain such other information as the Corporation deems
advisable:

(A) the redemption date;

(B) that all outstanding shares of PRIDES are to be
redeemed or, in the case of a redemption of fewer than all
outstanding shares of PRIDES, the number of such shares held by
such holder to be redeemed;

(C) the PRIDES Call Price, the number of shares of Common
Stock deliverable upon redemption of each share of PRIDES to be
redeemed and the Current Market Price used to calculate such
number of shares of Common Stock;

(D) the place or places where certificates for such shares
are to be surrendered for redemption; and

(E) that dividends on the shares of PRIDES to be redeemed
shall cease to accrue on and after such redemption date (except
as otherwise provided herein).

(iv) The Corporation's obligation to deliver shares of
Common Stock and provide funds upon redemption in accordance with
this Section 3(b) shall be deemed fulfilled if, on or before a
redemption date, the Corporation shall deposit with a bank or trust
company, or an affiliate of a bank or trust company, having an office
or agency in New York, New York and having (or such affiliate having)
a combined capital and surplus of at least $50,000,000 according to
its last published statement of condition, or shall set aside or make
other reasonable provision for the issuance of, such number of shares
of Common Stock as are required to be delivered by the Corporation
pursuant to this Section 3(b) upon the occurrence of the related
redemption of shares of PRIDES and for the payment of cash in lieu of
the issuance of fractional share amounts and accrued and unpaid
dividends payable in cash on the shares of PRIDES to be redeemed as
required by this Section 3(b), in trust for the account of the
holders of such shares of PRIDES to be redeemed (and so as to be and
continue to be available therefor), with irrevocable instructions and
authority to such bank or trust company that such shares and funds be
delivered upon redemption of the shares of PRIDES so called for
redemption. Any interest accrued on such funds shall be paid to the
Corporation from time to time. Any shares of Common Stock or funds
so deposited and unclaimed at the end of three years from such
redemption date shall be repaid and released to the Corporation,
after which the holder or holders of such shares of PRIDES so called
for redemption shall look only to the Corporation for delivery of
shares of Common Stock and the payment of any other funds due in
connection with the redemption of the shares of PRIDES.

(v) Each holder of shares of PRIDES called for redemption
must surrender the certificates evidencing such shares (properly
endorsed or assigned for transfer, if the Board of Directors shall so
require and the notice shall so state) to the Corporation at the
place designated in the notice of such redemption and shall thereupon
be entitled to receive certificates evidencing shares of Common Stock
and to receive any funds payable pursuant to this Section 3(b)
following such surrender and following the date of such redemption.
In case fewer than all the shares represented by any such surrendered
certificate are called for redemption, a new certificate shall be
issued at the expense of the Corporation representing the unredeemed
shares. If such notice of redemption shall have been given, and if
on the date fixed for redemption shares of Common Stock and funds
necessary for the redemption shall have been irrevocably either set
aside by the Corporation separate and apart from its other funds or
assets in trust for the account of the holders of the shares to be
redeemed (and so as to be and continue to be available therefor) or
deposited with a bank or trust company or an affiliate thereof as
provided herein or the Corporation shall have made other reasonable
provision therefor, then notwithstanding that the certificates
evidencing any shares of PRIDES so called for redemption shall not
have been surrendered, the shares represented thereby so called for
redemption shall be deemed no longer outstanding and Preferred
Dividends with respect to the shares so called for redemption and all
rights with respect to the shares so called for redemption shall
forthwith on and after such date cease and terminate (unless the
Corporation defaults on the payment of the redemption price), except
for (i) the rights of the holders to receive the shares of Common
Stock and funds, if any, payable pursuant to this Section 3(b)
without interest upon surrender of their certificates therefor and
(ii) the right of the holders, pursuant to Section 3(c) to convert
the shares of PRIDES called for redemption until immediately before
the close of business on any redemption date; provided, however, that
holders of shares of PRIDES at the close of business on a record date
for any payment of Preferred Dividends shall be entitled to receive
the Preferred Dividend payable on such shares on the corresponding
Dividend Payment Date notwithstanding the redemption of such shares
following such record date and before the Dividend Payment Date.
Holders of shares of PRIDES that are redeemed shall not be entitled
to receive dividends declared and paid on such shares of Common
Stock, and such shares of Common Stock shall not be entitled to vote,
until such shares of Common Stock are issued upon the surrender of
the certificates representing such shares of PRIDES and upon such
surrender such holders shall be entitled to receive such dividends
declared and paid on such shares of Common Stock subsequent to such
redemption date.

(c) Shares of PRIDES are convertible, in whole or in part,
at the option of the holders thereof ("Optional Conversion"), at any
time before the Mandatory Conversion Date, unless previously
redeemed, into shares of Common Stock at a rate of .82 of a share of
Common Stock for each share of PRIDES (the "PRIDES Optional
Conversion Rate"), subject to adjustment as set forth below. The
right of Optional Conversion of shares of PRIDES called for
redemption shall terminate immediately before the close of business
on any redemption date with respect to such shares.

Optional Conversion of shares of PRIDES 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 Corporation or in blank (and, if applicable, cash
payment of an amount equal to the Preferred Dividend attributable to
the current quarterly dividend period payable on such shares), to the
office of the transfer agent for the shares of PRIDES or to any other
office or agency maintained by the Corporation for that purpose and
otherwise in accordance with Optional Conversion procedures
established by the Corporation. Each Optional Conversion shall be
deemed to have been effected immediately before the close of business
on the date on which the foregoing requirements shall have been
satisfied. The Optional Conversion shall be at the PRIDES 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 Preferred Dividends shall be
entitled to receive the Preferred 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 Optional Conversion after the close of
business on a record date for any payment of declared Preferred
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 Preferred Dividends 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 established for such Dividend Payment Date and such
Dividend Payment Date). Except as provided above, upon any Optional
Conversion of shares of PRIDES, the Corporation shall make no payment
of or allowance for unpaid Preferred Dividends, whether or not in
arrears, on such shares of PRIDES as to which Optional Conversion has
been effected or for previously declared dividends or distributions
on the shares of Common Stock issued upon Optional Conversion.

(d) The PRIDES Common Equivalent Rate and the PRIDES
Optional Conversion Rate are each subject to adjustment from time to
time as provided below in this paragraph (d).

(i) If the Corporation shall pay a stock dividend or make
a distribution with respect to its Common Stock in shares of
Common Stock (including by way of reclassification of any shares
of its Common Stock), the PRIDES Common Equivalent Rate and the
PRIDES Optional Conversion Rate in effect at the opening of
business on the day following the date fixed for the
determination by stockholders entitled to receive such dividend
or other distribution shall each be increased by multiplying
such PRIDES Common Equivalent Rate and PRIDES Optional
Conversion Rate by a fraction of which the numerator shall be
the sum of the number of shares of Common Stock outstanding at
the close of business on the date fixed for such determination,
immediately before such dividend or distribution, plus the total
number of shares of Common Stock constituting such dividend or
other distribution, and of which the denominator shall be the
number of shares of Common Stock outstanding at the close of
business on the date fixed for such determination, immediately
before such dividend or distribution, such increase to become
effective immediately after the opening of business on the day
following the date fixed for such determination. For the
purposes of this clause (i), the number of shares of Common
Stock at any time outstanding shall not include shares held in
the treasury of the Corporation but shall include shares
issuable in respect of certificates issued in lieu of fractions
of shares of Common Stock.

(ii) In case outstanding shares of Common Stock shall be
subdivided or split into a greater number of shares of Common
Stock, the PRIDES Common Equivalent Rate and the PRIDES Optional
Conversion Rate in effect at the opening of business on the day
following the day upon which such subdivision becomes effective
shall each be proportionately increased, and, conversely, in
case outstanding shares of Common Stock shall be combined into a
smaller number of shares of Common Stock, the PRIDES Common
Equivalent Rate and the PRIDES Optional Conversion Rate in
effect at the opening of business on the day following the day
upon which such combination becomes effective shall each be
proportionately reduced, such increases or reductions, as the
case may be, to become effective immediately after the opening
of business on the day following the day upon which such
subdivision or combination becomes effective.

(iii) If the Corporation shall, after the date of this
Certificate of Designations, issue rights or warrants to all
holders of its Common Stock entitling them (for a period not
exceeding 45 days from the date of such issuance) to subscribe
for or purchase shares of Common Stock at a price per share less
than the Current Market Price of the Common Stock (determined
pursuant to Section 3(b)(ii)) on the record date for the
determination of stockholders entitled to receive such rights or
warrants, then in each case the PRIDES Common Equivalent Rate
and the PRIDES Optional Conversion Rate shall each be adjusted
by multiplying the PRIDES Common Equivalent Rate and the PRIDES
Optional Conversion Rate in effect on such record date by a
fraction of which the numerator shall be the number of shares of
Common Stock outstanding on the date of issuance of such rights
or warrants, immediately before such issuance, plus the number
of additional shares of Common Stock offered for subscription or
purchase pursuant to such rights or warrants, and of which the
denominator shall be the number of shares of Common Stock
outstanding on the date of issuance of such rights or warrants,
immediately before such issuance, plus the number of shares of
Common Stock which the aggregate offering price of the total
number of shares of Common Stock so offered for subscription or
purchase pursuant to such rights or warrants would purchase at
such Current Market Price (determined by multiplying such total
number of shares by the exercise price of such rights or
warrants and dividing the product so obtained by such Current
Market Price). Shares of Common Stock held by the Corporation
or by another corporation of which a majority of the shares
entitled to vote in the election of directors are held, directly
or indirectly, by the Corporation shall not be deemed to be
outstanding for purposes of such computation. Such adjustment
shall become effective at the opening of business on the
business day next following the record date for the
determination of stockholders entitled to receive such rights or
warrants. To the extent that shares of Common Stock are not
delivered after the expiration of such rights or warrants, the
PRIDES Common Equivalent Rate and the PRIDES Optional Conversion
Rate shall each be readjusted to the PRIDES Common Equivalent
Rate and the PRIDES Optional Conversion Rate which would then be
in effect had the adjustments made after the issuance of such
rights or warrants been made upon the basis of issuance of
rights or warrants in respect of only the number of shares of
Common Stock actually delivered.

(iv) If the Corporation shall pay a dividend or make a
distribution to all holders of its Common Stock consisting of
evidences of its indebtedness, cash or other assets (including
shares of capital stock of the Corporation other than Common
Stock but excluding any cash dividends or distributions, other
than Extraordinary Cash Distributions (as defined herein) and
dividends referred to in clauses (i) and (ii) above), or shall
issue to all holders of its Common Stock rights or warrants to
subscribe for or purchase any of its securities (other than
those referred to in clause (iii) above), then in each such
case, the PRIDES Common Equivalent Rate and the PRIDES Optional
Conversion Rate shall each be adjusted by multiplying the PRIDES
Common Equivalent Rate and the PRIDES Optional Conversation Rate
in effect on the record date for such dividend or distribution
or for the determination of stockholders entitled to receive
such rights or warrants, as the case may be, by a fraction of
which the numerator shall be the Current Market Price per share
of the Common Stock (determined pursuant to Section 3(b)(ii) on
such record date), and of which the denominator shall be such
Current Market Price per share of Common Stock less either (i)
the fair market value (as determined by the Board of Directors,
whose determination shall be conclusive) on such record date of
the portion of the assets or evidences of indebtedness so
distributed, or of such subscription rights or warrants,
applicable to one share of Common Stock, or (ii) if applicable,
the amount of the Extraordinary Cash Distributions. Such
adjustment shall become effective on the opening of business on
the business day next following the record date for such
dividend or distribution or for the determination of holders
entitled to receive such rights or warrants, as the case may be.

(v) Any shares of Common Stock issuable in payment of a
dividend or other distribution shall be deemed to have been
issued immediately before the close of business on the record
date for such dividend or other distribution for purposes of
calculating the number of outstanding shares of Common Stock
under this Section 3.

(vi) Anything in this Section 3 notwithstanding, the
Corporation shall be entitled (but shall not be required) to
make such upward adjustments in the PRIDES Common Equivalent
Rate, the PRIDES Optional Conversion Rate and the PRIDES Call
Price in addition to those set forth by this Section 3, as the
Corporation, in its sole discretion, shall determine to be
advisable, in order that any stock dividends, subdivision of
stock, distribution of rights to purchase stock or securities,
or distribution of securities convertible into or exchangeable
for stock (or any transaction that could be treated as any of
the foregoing transactions pursuant to Section 305 of the
Internal Revenue Code of 1986, as amended) hereafter made by the
Corporation to its stockholders shall not be taxable. The term
"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 PRIDES Common Equivalent Rate and PRIDES
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.

(vii) In any case in which this Section 3(d) shall require
that an adjustment as a result of any event become effective at
the opening of business on the business day next following a
record date and the date fixed for conversion pursuant to
Section 3(a) or redemption pursuant to Section 3(b) on and after
such record date, but before the occurrence of such event, the
Corporation may, in its sole discretion, elect to defer the
following until after the occurrence of such event: (A) issuing
to the holder of any shares of PRIDES surrendered for conversion
or redemption the fractional shares of Common Stock issuable
before giving effect to such adjustment; and (B) paying to such
holder any amount in cash in lieu of a fractional share of
Common Stock pursuant to Section 4.

(viii) All adjustments to the PRIDES Common Equivalent
Rate and the PRIDES Optional Conversion Rate shall be calculated
to the nearest 1/100th of a share of Common Stock. No
adjustment in the PRIDES Common Equivalent Rate or in the PRIDES
Optional Conversion Rate shall 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 this Section 3(d) are not required to be made shall
be carried forward and taken into account in any subsequent
adjustment. All adjustments to the PRIDES Common Equivalent
Rate and PRIDES Optional Conversion Rate shall be made
successively.

(ix) At least 10 business days before taking any action
that could result in an adjustment affecting the PRIDES Common
Equivalent Rate or the PRIDES Optional Conversion Rate such that
the conversion price (for purposes of this section, an amount
equal to the PRIDES Call Price divided by the PRIDES Common
Equivalent Rate or the PRIDES Optional Conversion Rate,
respectively, as in effect from time to time) would be below the
then par value of the Common Stock, the Corporation shall take
any corporate action which may, in the opinion of its counsel,
be necessary in order that the Corporation may validly and
legally issue fully paid and nonassessable shares of Common
Stock at the PRIDES Common Equivalent Rate or the PRIDES
Optional Conversion Rate as so adjusted.

(x) Before redeeming any shares of PRIDES, the Corporation
shall take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Corporation may validly
and legally issue fully paid and nonassessable shares of Common
Stock upon such redemption.

(e) In case of any consolidation or merger to which the
Corporation is a party (other than a consolidation or merger in which
the Corporation is the surviving or continuing corporation and in
which the shares of Common Stock outstanding immediately before the
merger or consolidation remain unchanged), or in the case of any sale
or transfer to another corporation of the property of the Corporation
as an entirety or substantially as an entirety, or in the case of a
statutory exchange of securities with another corporation (other than
in connection with a merger or acquisition), each share of PRIDES
shall, after consummation of such transaction, be subject to (i)
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, (ii) 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
(iii) 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 PRIDES Call
Price in effect on such redemption date upon a redemption of such
share 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 shall 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
shall be convertible or redeemable after consummation of such
transaction shall be subject to adjustment as described in Section
3(d) following the date of consummation of such transaction. The
Corporation may not become a party to any such transaction unless the
terms thereof are consistent with the foregoing.

(f) Whenever the PRIDES Common Equivalent Rate and PRIDES
Optional Conversion Rate are adjusted as provided in Section 3(d),
the Corporation shall:

(i) forthwith compute the adjusted PRIDES Common
Equivalent Rate and PRIDES Optional Conversion Rate in
accordance with this Section 3 and prepare a certificate signed
by the Chief Financial Officer, any Vice President, the
Treasurer or the Controller of the Corporation setting forth the
adjusted PRIDES Common Equivalent Rate and the PRIDES Optional
Conversion Rate, the method of calculation thereof in reasonable
detail and the facts requiring such adjustment and upon which
such adjustment is based, which certificate shall be conclusive,
final and binding evidence of the correctness of the adjustment,
and shall file such certificate forthwith with the transfer
agent for the shares of the PRIDES and the Common Stock;

(ii) make a prompt public announcement stating that the
PRIDES Common Equivalent Rate and PRIDES Optional Conversion
Rate have been adjusted and setting forth the adjusted PRIDES
Common Equivalent Rate and PRIDES Optional Conversion Rate;

(iii) mail a notice stating that the PRIDES Common
Equivalent Rate and the PRIDES Optional Conversion Rate have
been adjusted, the facts requiring such adjustment and upon
which such adjustment is based and setting forth the adjusted
PRIDES Common Equivalent Rate and PRIDES Optional Conversion
Rate, to the holders of record of the outstanding shares of
PRIDES, at or prior to the time the Corporation mails an interim
statement, if any, to its stockholders covering the fiscal
quarter period during which the facts requiring such adjustment
occurred, but in any event within 45 days of the end of such
fiscal quarter period.

(g) In case, at any time while any of the shares of PRIDES
are outstanding,

(i) the Corporation shall declare a dividend (or any other
distribution) on the Common Stock, excluding any cash dividends
other than Extraordinary Cash Distributions; or

(ii) the Corporation shall authorize the issuance to all
holders of the Common Stock of rights or warrants to subscribe
for or purchase shares of the Common Stock or of any other
subscription rights or warrants; or

(iii) the Corporation shall authorize any reclassification
of the Common Stock (other than a subdivision or combination
thereof) or any consolidation or merger to which the Corporation
is a party and for which approval of any stockholders of the
Corporation is required (except for a merger of the Corporation
into one of its subsidiaries solely for the purpose of changing
the corporate domicile of the Corporation to another state of
the United States and in connection with which there is no
substantive change in the rights or privileges of any securities
of the Corporation other than changes resulting from differences
in the corporate statutes of the state the Corporation was then
domiciled in and the new state of domicile), or the sale or
transfer of all or substantially all of the assets of the
Corporation;

then the Corporation shall cause to be filed at each office or agency
maintained for the purpose of conversion of the shares of PRIDES, and
shall cause to be mailed to the holders of shares of PRIDES at their
last addresses as they shall appear on the stock register of the
Corporation, at least 10 business days before the date hereinafter
specified in clause (A) or (B) below (or the earlier of the dates
hereinafter specified, in the event that more than one date is
specified), a notice stating (A) the date on which a record is to be
taken for the purpose of such dividend, distribution, rights or
warrants, or, if a record is not to be taken, the date as of which
the holders of Common Stock of record to be entitled to such
dividend, distribution, rights or warrants are to be determined, or
(B) the date on which any such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up is
expected to become effective, and the date as of which it is expected
that holders of Common Stock of record shall be entitled to exchange
their Common Stock for securities or other property (including cash),
if any, deliverable upon such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up. The
failure to give or receive the notice required by this paragraph (g)
or any defect therein shall not affect the legality or validity of
any such dividend, distribution, right or warrant or other action.

Section 4. No Fractional Shares. No fractional shares of
Common Stock shall be issued upon redemption or conversion of any
shares of the PRIDES. In lieu of any fractional share otherwise
issuable in respect of the aggregate number of shares of the PRIDES
of any holder that are redeemed or converted on any redemption date
or upon Mandatory Conversion or Optional Conversion, such holder
shall be entitled to receive an amount in cash (computed to the
nearest cent) 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 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. If more than one share of
PRIDES shall be surrendered for conversion or redemption at one time
by or for the same holder, the number of full shares of Common Stock
issuable upon conversion thereof shall be computed on the basis of
the aggregate number of shares of the PRIDES so surrendered or
redeemed.

Section 5. Reservation of Common Stock. The Corporation
shall 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, as herein provided, free from
preemptive rights, such maximum number of shares of Common Stock as
shall from time to time be issuable upon the Mandatory Conversion or
Optional Conversion or redemption of all the shares of PRIDES then
outstanding.

Section 6. Definitions. As used in this Certificate of
Designations:

(i) the term "business day" shall mean any day other than
a Saturday, Sunday, or a day on which banking institutions in
the State of New York are authorized or obligated by law or
executive order to close;

(ii) the term "Closing Price", on any day, shall mean the
last sale price as shown on the New York Stock Exchange
Composite Tape on such day, or, in case no such sale takes place
on such day, the average of the reported closing bid and asked
prices regular way on the New York Stock Exchange, or, if the
Common Stock is not listed or admitted to trading on such
Exchange, on the principal national securities exchange on which
the Common Stock is listed or admitted to trading, or, if not
listed or admitted to trading on any national securities
exchange, the average of the closing bid and asked prices of the
Common Stock on the over-the-counter market on the day in
question as reported by the National Association of Securities
Dealers, Inc. Automated Quotation System, or a similar generally
accepted reporting service, or if not so available in such
manner, as furnished by any New York Stock Exchange member firm
selected from time to time by the Board of Directors for that
purpose;

(iii) the term "record date" shall be such date as from
time to time fixed by the Board of Directors with respect to the
receipt of dividends, the receipt of a redemption price upon
redemption or the taking of any action or exercise of any voting
rights permitted hereby; and

(iv) the term "Trading Day" shall mean a date on which the
New York Stock Exchange (or any successor to such Exchange) is
open for the transaction of business.

Section 7. Payment of Taxes. The Corporation shall pay
any and all documentary, stamp or similar issue or transfer taxes
payable in respect of the issue or delivery of shares of Common Stock
on the redemption or conversion of shares of PRIDES pursuant to
Section 3; provided, however, that the Corporation shall not be
required to pay any tax which may be payable in respect of any
registration of transfer involved in the issue or delivery of shares
of Common Stock in a name other than that of the registered holder of
shares of PRIDES redeemed or converted or to be redeemed or
converted, and no such issue or delivery shall be made unless and
until the person requesting such issue has paid to the Corporation
the amount of any such tax or has established, to the satisfaction of
the Corporation, that such tax has been paid.

Section 8. Liquidation Rights. In the event of any
voluntary or involuntary liquidation, dissolution, or winding up of
the Corporation, 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 the sum of $47.25 per share, plus an
amount equal to any accrued and unpaid Preferred Dividends thereon,
out of the assets of the Corporation available for distribution to
stockholders, before any distribution of assets is made to holders of
Second Preferred Stock, Common Stock or any other capital stock
ranking junior to the shares of PRIDES upon liquidation, dissolution,
or winding up. If upon any voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation, the assets of the
Corporation 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 shall share
ratably in any distribution of assets of the Corporation 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 shall not be entitled to any further participation in any
distribution of assets by the Corporation. A consolidation or merger
of the Corporation with or into one or more other corporations
(whether or not the Corporation is the corporation surviving such
consolidation or merger), or a sale, lease or exchange of all or
substantially all of the assets of the Corporation shall not be
deemed to be a voluntary or involuntary liquidation, dissolution, or
winding up of the Corporation.

Section 9. Voting Rights. (a) The holders of shares of
PRIDES shall 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 shall vote together as one class on
such matters except as otherwise provided by law or by the Restated
Certificate of Incorporation.

(b) In the event that dividends on the shares of PRIDES or
any other series of Preferred Stock shall be in arrears and unpaid
for six quarterly dividend periods, or if any series of Preferred
Stock (other than the PRIDES) shall be entitled for any other reason
to exercise voting rights, separate from the Common Stock, to elect
any directors of the Corporation ("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, shall be entitled to vote for the
election of two directors of the Corporation, 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, shall continue until all cumulative dividends
accumulated and payable on the shares of PRIDES and such other series
of Preferred Stock shall 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 shall
terminate or have terminated, and, when so paid and any such
termination occurs or has occurred, such right of the holders of the
shares of PRIDES shall cease. The term of office of any director
elected by the holders of the shares of PRIDES and such other series
shall terminate on the earlier of (i) the next annual meeting of
stockholders at which a successor shall have 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.

(c) The Corporation shall 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
Corporation 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, Junior Stock or
any stock of any class ranking on a parity with the 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 capital stock, 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 Corporation; or (iii) merge or consolidate with or into any other
corporation, unless each holder of shares of PRIDES immediately
preceding such merger or consolidation shall receive or continue 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.

(d) The Corporation shall 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 any other class or classes of capital
stock of the Corporation 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
Corporation, 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.

(e) Notwithstanding the provisions set forth in Sections
9(c) and 9(d), no such approval described therein of the holders of
the shares of PRIDES shall 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.

IN WITNESS WHEREOF, Reynolds Metals Company has caused this
certificate to be signed and attested this 20th day of January, 1994.

REYNOLDS METALS COMPANY

By: Henry S. Savedge, Jr.
Name: Henry S. Savedge, Jr.
Title: Executive Vice President
and Chief Financial Officer

Attest:

D. Michael Jones
Name: D. Michael Jones
Title: Vice President, General
Counsel and Secretary<PAGE>

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

R/M CAN COMPANY

AND

BEV-PAK, INC.

INTO

REYNOLDS METALS COMPANY

_____________________________________________

Pursuant to Section 253 of the
General Corporation Law of Delaware

_____________________________________________

REYNOLDS METALS COMPANY, a Delaware corporation (the
"Corporation"), does hereby certify:

FIRST: That the Corporation is incorporated pursuant to the
General Corporation Law of the State of Delaware.

SECOND: That the Corporation owns all of the outstanding shares
of each class of the capital stock of R/M CAN COMPANY and BEV-PAK, INC.,
each a Delaware corporation.

THIRD: That the Corporation, by the following resolutions of
its Board of Directors, duly adopted at a meeting held on the 21st day of
October, 1994, determined to merge into itself R/M CAN COMPANY and BEV-PAK,
INC. on the conditions set forth in such resolutions:

RESOLVED, that the corporation, as owner of all of the
outstanding shares of each class of the capital stock of
R/M Can Company and Bev-Pak, Inc., merge into itself R/M
Can Company and Bev-Pak, Inc. and assume all of their
respective liabilities and obligations effective as of
11:59 p.m. E.S.T. on December 31, 1994; and

FURTHER RESOLVED, that the Chief Executive Officer,
the Chief Operating Officer, the Chief Financial Officer,
any Vice Chairman of the Board, any Executive Vice
President, any Vice President, the Secretary and any
Assistant Secretary are each hereby authorized on behalf of
the corporation to take all such action, including, without
limitation, incurrence and payment of all fees, expenses
and other charges, and to execute and deliver all such
agreements, instruments and documents (including, without
limitation, a certificate of ownership and merger and
documents relating to employee benefit plans maintained for
employees of Bev-Pak, Inc.) which in the opinion of any of
them may be necessary or desirable to achieve the purposes
of or effect the transactions contemplated by the preceding
resolution, the taking of any such action or the execution
and delivery of any such agreements, instruments or
documents to be conclusive evidence of the authority to
take, execute or deliver the same.

This Certificate of Ownership and Merger shall be effective as
of 11:59 p.m. E.S.T. on December 31, 1994.

REYNOLDS METALS COMPANY

By _______________________________
Vice President, General Counsel
and Secretary

[SEAL]

ATTEST:

By: ___________________________
Assistant Secretary

EXHIBIT 3.2

By-Laws

REYNOLDS METALS COMPANY

Table of Contents

Page
ARTICLE I - Stock
Section 1. Certificates for Stock. . . . . . . . . . . . . . . l
Section 2. Transfers of Stock . . . . . . . . . . . . . . . . 1
Section 3. Holders of Record . . . . . . . . . . . . . . . . . 1
Section 4. Lost or Destroyed Certificates. . . . . . . . . . . 2

ARTICLE II - Stockholders' Meetings
Section 1. Place of Meetings . . . . . . . . . . . . . . . . . 2
Section 2. Annual Meetings . . . . . . . . . . . . . . . . . . 2
Section 3. Special Meetings. . . . . . . . . . . . . . . . . . 2
Section 4. Matters to be Brought Before
Stockholders Meetings . . . . . . . . . . . . . . . 2
Section 5. Notice of Meetings. . . . . . . . . . . . . . . . . 3
Section 6. Quorum. . . . . . . . . . . . . . . . . . . . . . . 4
Section 7. Adjourned Meetings. . . . . . . . . . . . . . . . . 4
Section 8. Inspectors of Election. . . . . . . . . . . . . . . 4
Section 9. List of Stockholders. . . . . . . . . . . . . . . . 5
Section 10. Voting. . . . . . . . . . . . . . . . . . . . . . . 5
Section 11. Consents in Writing . . . . . . . . . . . . . . . . 5

ARTICLE III - Board of Directors
Section 1. Number; Term of Office; Powers. . . . . . . . . . . 6
Section 2. Resignations. . . . . . . . . . . . . . . . . . . . 6
Section 3. Vacancies . . . . . . . . . . . . . . . . . . . . . 6
Section 4. Annual Meeting. . . . . . . . . . . . . . . . . . . 6
Section 5. Regular Meetings. . . . . . . . . . . . . . . . . . 6
Section 6. Special Meetings. . . . . . . . . . . . . . . . . . 6
Section 7. Notice of Meetings. . . . . . . . . . . . . . . . . 7
Section 8. Quorum; Adjourned Meetings;
Required Vote . . . . . . . . . . . . . . . . . . . 7
Section 9. Committees. . . . . . . . . . . . . . . . . . . . . 7
Section 10. Compensation. . . . . . . . . . . . . . . . . . . . 8
Section 11. Consents in Writing . . . . . . . . . . . . . . . . 8
Section 12. Participation by Conference Telephone . . . . . . . 8

Table of Contents, Continued

ARTICLE IV - Officers
Section 1. Officers. . . . . . . . . . . . . . . . . . . . . . 8
Section 2. Chairman of the Board . . . . . . . . . . . . . . . 9
Section 3. Vice Chairmen of the Board. . . . . . . . . . . . . 9
Section 4. President . . . . . . . . . . . . . . . . . . . . . 9
Section 5. Vice Presidents . . . . . . . . . . . . . . . . . . 9
Section 6. General Counsel . . . . . . . . . . . . . . . . . . 9
Section 7. Secretary . . . . . . . . . . . . . . . . . . . . . 9
Section 8. Treasurer . . . . . . . . . . . . . . . . . . . . . 9
Section 9. Controller. . . . . . . . . . . . . . . . . . . . . 10
Section 10. Other Officers and Assistant Officers . . . . . . . 10
Section 11. Term of Office; Vacancies . . . . . . . . . . . . . 10
Section 12. Removal . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE V - Dividends and Finance
Section 1. Dividends . . . . . . . . . . . . . . . . . . . . . 10
Section 2. Deposits; Withdrawals; Notes and Other
Instruments . . . . . . . . . . . . . . . . . . . . 10
Section 3. Fiscal Year . . . . . . . . . . . . . . . . . . . . 10

ARTICLE VI - Books and Records; Record Date
Section 1. Books and Records . . . . . . . . . . . . . . . . . 11
Section 2. Record Date . . . . . . . . . . . . . . . . . . . . 11

ARTICLE VII - Notices
Section 1. Notices . . . . . . . . . . . . . . . . . . . . . . 12
Section 2. Waivers of Notice . . . . . . . . . . . . . . . . . 12

ARTICLE VIII - Contracts
Section 1. Interested Directors or Officers. . . . . . . . . . 12

ARTICLE IX - Seal
Section 1. Seal. . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE X - Indemnification
Section 1. Indemnification in Third Party
Actions . . . . . . . . . . . . . . . . . . . . . . 13
Section 2. Indemnification in an Action by or in
the Right of the Corporation. . . . . . . . . . . . 14
Section 3. Indemnification as of Right . . . . . . . . . . . . 14
Section 4. Determination of Indemnification. . . . . . . . . . 15
Section 5. Advance for Expenses. . . . . . . . . . . . . . . . 15
Section 6. General Provisions. . . . . . . . . . . . . . . . . 15

ARTICLE XI - Amendments
Section 1. Amendments. . . . . . . . . . . . . . . . . . . . . 16

By-Laws

REYNOLDS METALS COMPANY

(Incorporated under the Laws of Delaware)

ARTICLE I - Stock

1. Certificates for Stock. Certificates of Stock shall be issued in
numerical order, be signed by the Chairman of the Board of Directors, a
Vice Chairman of the Board of Directors, the President or a Vice President,
and by the Secretary or an Assistant Secretary, or the Treasurer or an
Assistant Treasurer, and sealed with the corporate seal; provided, that
where any Certificate of Stock is signed by a duly appointed and authorized
Transfer Agent or Registrar the signatures of the Chairman of the Board of
Directors, Vice Chairman of the Board of Directors, the President, Vice
President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer
may be facsimile, engraved or printed, and the seal of the corporation on
any such Certificate of Stock may be facsimile, engraved or printed. In
case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to
be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he
or she were such officer, transfer agent or registrar at the date of issue.

2. Transfers of Stock. Transfers of stock shall be made only upon
the books of the corporation, and only by the person named in the
certificate or by attorney, lawfully constituted in writing, and only upon
surrender of the certificate therefor. The directors may by resolution
make reasonable regulations for the transfers of stock.

3. Holders of Record. Registered stockholders only shall be entitled
to be treated by the corporation as the holders in fact of the stock
standing in their respective names and the corporation shall not be bound
to recognize any equitable or other claim to or interest in any share on
the part of any other person, whether or not it shall have express or other
notice thereof, except as expressly provided by the laws of Delaware.

4. Lost or Destroyed Certificates. In case of loss or destruction of
any certificate of stock another may be issued in its place upon
satisfactory proof of such loss or destruction and upon the giving of a
satisfactory bond of indemnity to the corporation, all as determined either
expressly by the directors or pursuant to general authority granted by
them.

ARTICLE II - Stockholders' Meetings

1. Place of Meetings. Meetings of the stockholders shall be held at
such place, within or outside the State of Delaware, as the Board of
Directors may determine.

2. Annual Meeting. The annual meeting of the stockholders of the
corporation, for the election of directors to succeed those whose terms
expire, and for the transaction of such other business as may come before
the meeting, shall be held on the first Wednesday after April 15th of each
year, if not a legal holiday, and if a legal holiday, then on the first
business day following, at eleven o'clock in the forenoon, or on such other
date and at such other time as may be fixed by the Board of Directors. If
the annual meeting of the stockholders be not held as herein prescribed,
the election of directors may be held at any meeting thereafter called
pursuant to these By-Laws.

3. Special Meetings. Special meetings of the stockholders may be
called by the Chairman of the Board of Directors, or a Vice Chairman of the
Board of Directors, or the President or by the Board of Directors, and
shall be called at any time by the Board of Directors upon the request in
writing of stockholders entitled to cast a majority of the votes which all
stockholders are entitled to cast. Such request must state the purpose of
the meeting.

4. Matters to be Brought Before Stockholders Meetings. Except as
otherwise provided by law, at any annual or special meeting of stockholders
only such business shall be conducted as shall have been properly brought
before the meeting in accordance with this Section.

In order to be properly brought before the meeting, such business
must have either been (i) specified in the written notice of the meeting
(or any supplement thereto) given to stockholders of record on the record
date for such meeting by or at the direction of the Board of Directors,
(ii) brought before the meeting at the direction of the Board of Directors
or the officer presiding over the meeting, or (iii) specified in a written
notice given by or on behalf of a stockholder of record on the record date
for such meeting entitled to vote thereat or a duly authorized proxy for
such stockholder, in accordance with all of the following requirements.

A notice referred to in clause (iii) hereof must be delivered
personally to, or mailed to and received at, the principal executive office
of the corporation, addressed to the attention of the Secretary, not more
than ten (10) days after the date of the initial notice referred to in
clause (i) hereof, in the case of business to be brought before a special
meeting of stockholders, and not less than thirty (30) days prior to the
first anniversary date of the initial notice referred to in clause (i)
hereof of the previous year's annual meeting, in the case of business to be
brought before an annual meeting of stockholders, provided, however, that
such notice shall not be required to be given more than ninety (90) days
prior to an annual meeting of stockholders. Such notice referred to in
clause (iii) hereof shall set forth:

(a) a full description of each such item of business proposed to be
brought before the meeting;

(b) the name and address of the person proposing to bring such
business before the meeting;

(c) the class and number of shares held of record, held beneficially
and represented by proxy by such person as of the record date for the
meeting (if such date has then been made publicly available) and as of the
date of such notice;

(d) if any item of such business involves a nomination for director,
all information regarding each such nominee that would be required to be
set forth in a definitive proxy statement filed with the Securities and
Exchange Commission pursuant to Section 14 of the Securities Exchange Act
of 1934, as amended, or any successor thereto and the written consent of
each such nominee to serve if elected; and

(e) all other information that would be required to be filed with the
Securities and Exchange Commission if, with respect to the business
proposed to be brought before the meeting, the person proposing such
business was a participant in a solicitation subject to Section 14 of the
Securities Exchange Act of 1934, as amended, or any successor thereto.

No business shall be brought before any meeting of stockholders of
the corporation otherwise than as provided in this Section.

5. Notice of Meetings. Written notice of the place, date and hour of
the annual and of all special meetings of the stockholders and, in the case
of special meetings, of the purpose or purposes for which such special
meeting is called, shall be given in the manner specified in Section l of
Article VII of these By-Laws not less than ten (10) nor more than sixty
(60) days prior to the meeting, to each stockholder of record of the
corporation entitled to vote thereat. Business transacted at all special
meetings shall be confined to the purposes stated in the notice.

6. Quorum. A quorum at any annual or special meeting of the
stockholders shall consist of the presence, in person or by proxy, of
stockholders entitled to cast a majority of the votes which all
stockholders are entitled to cast, except as otherwise specifically
provided by law or in the Certificate of Incorporation.

7. Adjourned Meetings. If a quorum be not present at a properly
called stockholders' meeting, the meeting may be adjourned from time to
time by a majority in interest of those present in person or by proxy and
entitled to vote thereat. At any such adjourned meeting at which a quorum
shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified. If the adjournment is
for more than thirty (30) days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the
meeting; otherwise, no notice of such adjourned meeting need be given if
the time and place thereof are announced at the meeting at which the
adjournment is taken. The absence from any meeting of stockholders holding
the number of shares of stock of the corporation required by law, the
Certificate of Incorporation or these By-Laws for action upon any given
matter shall not prevent action at such meeting upon any other matter or
matters which may properly come before the meeting, if there shall be
present thereat in person or by proxy stockholders holding the number of
shares of stock of the corporation required in respect of such other matter
or matters.

8. Inspectors of Election. In advance of any meeting of stockholders
or any corporate action to be taken by the stockholders in writing without
a meeting, the Chief Executive Officer, Chief Operating Officer, Chief
Financial Officer or Secretary of the corporation shall appoint one or more
inspectors of election to serve at such meeting or to examine such written
consents and to make a written report with respect thereto. In addition,
any such officer may, but shall not be required to, designate one or more
persons as alternate inspectors to replace any inspector who fails to act.
If no inspector or alternate is able to act at a meeting of stockholders,
the presiding officer at such meeting shall appoint one or more inspectors
to act at the meeting. Each inspector shall discharge his or her duties in
accordance with applicable law and shall, before entering upon the
discharge of his or her duties, take and sign an oath faithfully to execute
the duties of inspector with strict impartiality and according to the best
of his or her ability.

9. List of Stockholders. A complete list of the stockholders
entitled to vote at each annual or special meeting of the stockholders of
the corporation, arranged in alphabetical order, showing the address of
record of each and the number of voting shares held by each, shall be
prepared by the Secretary, who shall have charge of the stock ledger, and
filed in the City (or, if such meeting is to be held at a place not within
any city, then in the county) where the meeting is to be held, at a
location specified in the Notice of Meeting, or if no such location is
specified in such notice, at the place where the meeting is to be held, at
least ten (10) days before every such meeting, and shall, during the usual
hours for business, be open to the examination of any stockholder for any
purpose germane to the meeting, and during the whole time of said meeting
be open to the examination of any stockholder.

10. Voting. Subject to the provisions of Article VI, Section 2 of
these By-Laws, and except where a different vote per share is prescribed by
the Certificate of Incorporation for a class of stock, each holder of stock
of a class which is entitled to vote in any election or on any other
questions at any annual or special meeting of the stockholders shall be
entitled to one vote, in person or by written proxy, for each share of such
class held of record. Except where, and to the extent that, a different
percentage of votes and/or a different exercise of voting power is
prescribed by law, the Certificate of Incorporation or these By-Laws, all
elections and other questions shall be decided by the vote of stockholders,
present in person or by proxy and entitled to vote, representing a majority
of the votes cast. Abstentions shall be counted in the tabulation of the
votes cast. The votes for directors, and, upon demand of any stockholder,
or where required by law, the votes upon any question before the meeting,
shall be by ballot; otherwise, the election shall be held as the presiding
officer prescribes.

11. Consents in Writing. Any action which might have been taken under
these By-Laws by a vote of the stockholders at a meeting thereof may be
taken by them without a meeting, without prior notice and without a vote,
if a consent in writing setting forth the action so taken shall be signed
by the holders of outstanding shares of stock of the corporation having not
less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote
thereon were present and voted; provided, that prompt notice of the taking
of such corporate action shall be given to those stockholders who have not
consented thereto if less than unanimous written consent is obtained.

ARTICLE III - Board of Directors

1. Number; Term of Office; Powers. The business and affairs of the
corporation shall be under the direction of a Board of Directors,
consisting of sixteen (16) persons. Directors shall be elected for one
year, and shall hold office until their successors are elected and
qualified. Directors need not be stockholders. In addition to the power
and authority expressly conferred upon them by the By-Laws and the
Certificate of Incorporation, the Board of Directors may exercise all such
powers of the corporation and do all such lawful acts and things as are not
by law or by the Certificate of Incorporation or by these By-Laws directed
or required to be exercised or done by the stockholders.

2. Resignations. Any director may resign at any time by giving
written notice of resignation to the Board of Directors, to the Chief
Executive Officer or to the Secretary of the corporation. Any such
resignation shall take effect at the time specified therein, or if the time
be not specified therein, then upon receipt thereof. The acceptance of
such resignation shall not be necessary to make it effective.

3. Vacancies. Except as otherwise specifically provided by law, the
Certificate of Incorporation or these By-Laws, all vacancies in the Board
of Directors, whether caused by resignation, death, increase in the number
of authorized directors or otherwise, may be filled by a majority of the
Board of Directors then in office, even though less than a quorum, or by
the stockholders at a special meeting. A director thus elected to fill any
vacancy shall hold office until the next annual meeting of stockholders and
until a successor is elected and qualified.

4. Annual Meeting. The annual meeting of the Board of Directors, for
the election of officers and the transaction of other business, shall be
held on the same day and at the same place as, and as soon as practicable
following, the annual meeting of stockholders, or at such other date, time
or place as the directors may by resolution designate.

5. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times, and at such place within or outside the State
of Delaware, as the Board of Directors may from time to time by resolution
designate.

6. Special Meetings. Special meetings of the directors may be called
at any time by the Chairman of the Board of Directors, a Vice Chairman of
the Board of Directors, the President or an Executive Vice President, or by
the Secretary upon written request of one-third of the directors, such
request stating the purpose for which the meeting is to be called. Special
meetings shall be held at the principal office of the corporation or at
such office within or outside the State of Delaware as the directors may
from time to time designate.

7. Notice of Meetings. Except as otherwise required by law, notice
of special meetings of the Board of Directors or of any committee of the
Board of Directors shall be given to each director or to each committee
member, as the case may be, by mail at least two days before the day on
which the meeting is to be held or by personal delivery, word-of-mouth,
telephone, telegraph, radio, cable or other comparable means at least six
hours before the time at which the meeting is to be held. Such notice
shall state the time and place of such meeting, but need not state the
purposes thereof unless otherwise required by law. No notice need be given
of the annual meeting of directors or of regular meetings of directors or
of committees of the Board of Directors, provided that, whenever the time
or place of such meetings shall be fixed or changed, notice of such action
shall be given promptly to each director or to each committee member, as
the case may be, who shall not have been present at the meeting at which
such action was taken.

8. Quorum; Adjourned Meetings; Required Vote. A majority of the
Board of Directors as constituted from time to time shall be necessary and
sufficient at all meetings to constitute a quorum for the transaction of
business. In the absence of a quorum, a majority of those present may
adjourn the meeting from time to time and the meeting may be held as
adjourned without further notice provided a quorum be present at such
adjourned meeting. Unless otherwise specifically provided by the
Certificate of Incorporation or statute, the act of a majority of the
directors present at any properly convened meeting at which there is a
quorum, but in no case less than one-third of all of the directors then in
office, shall be the act of the Board of Directors.

9. Committees. Standing or Temporary Committees may be appointed
from their own number by the Board of Directors from time to time, and the
directors may from time to time vest such committees with such powers as
the directors may see fit, subject to such conditions as the directors may
prescribe or as may be prescribed by law. All committees shall consist of
two or more directors. The term of office of the members of each committee
shall be as fixed from time to time by the Board of Directors; provided,
however, that any committee member who ceases to be a director shall ipso
facto cease to be a committee member. Any member of any committee may be
removed at any time with or without cause by the Board of Directors, and
any vacancy in any committee may be filled by the Board of Directors. All
committees shall keep regular minutes of their transactions and shall cause
them to be recorded in books kept for that purpose in the office of the
corporation, and shall report the same to the Board of Directors at their
regular meetings. Subject to this Section 9 and except as otherwise
determined by the Board of Directors, each committee may make rules for the
conduct of its business.

10. Compensation. Directors, as such, may receive, pursuant to
resolution of the Board of Directors, fixed fees, other compensation and
expenses for their services as directors, including, without limitation,
services as chairmen or as members of committees of the directors;
provided, however, that nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.

11. Consents in Writing. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board of
Directors or committee.

12. Participation by Conference Telephone. Members of the Board of
Directors or of any committee may participate in a meeting of such Board of
Directors or committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a
meeting by such means shall constitute presence in person at the meeting.

ARTICLE IV - Officers

1. Officers. The corporation may have a Chairman of the Board of
Directors, one or more Vice Chairmen of the Board of Directors, a
President, one or more Vice Presidents, which may include Executive and
Senior Vice Presidents, a General Counsel, a Secretary, a Treasurer, a
Controller and such other officers and assistant officers as the Board of
Directors shall deem appropriate; provided, that the corporation shall have
such officers as are required by applicable law. Officers shall be elected
annually by the Board of Directors. One person may hold more than one
office.

The Board of Directors shall designate a Chief Executive Officer,
and may designate a Chief Operating Officer and a Chief Financial Officer
from among the officers of the corporation.

The Chief Executive Officer shall have general supervision and
management of the business and affairs of the corporation, subject to the
control of the Board of Directors, and may prescribe the duties to be
performed by the officers of the corporation in addition to the duties
prescribed by these By-Laws or by the Board of Directors. In the absence
or disability of the Chairman of the Board of Directors, the Chief
Executive Officer shall preside at all meetings of stockholders and
directors. In the absence or disability of the Chief Executive Officer,
such officer of the corporation as the Chief Executive Officer shall have
designated in writing to the Board of Directors or to the Secretary of the
corporation shall, subject to further action by the Board of Directors,
have the powers and perform the duties of the Chief Executive Officer.

2. Chairman of the Board. The Chairman of the Board of Directors
shall preside at all meetings of stockholders and directors.

3. Vice Chairmen of the Board. A Vice Chairman shall perform such
duties as are properly required by the Board of Directors or the Chief
Executive Officer.

4. President. The President shall perform such duties as
are properly required by the Board of Directors or the Chief Executive
Officer.

5. Vice Presidents. Each of the Executive Vice presidents, Senior
Vice Presidents and other Vice Presidents shall perform such duties as are
properly required by the Board of Directors or the Chief Executive Officer.

6. General Counsel. The General Counsel shall advise the corporation
on legal matters affecting the corporation and its activities, shall
supervise and direct the handling of all such legal matters and shall
perform all such other duties as are incident to the office of General
Counsel.

7. Secretary. The Secretary shall keep the minutes of the meetings
of the stockholders and of the Board of Directors, and, when required, the
minutes of the meetings of the committees, and shall be responsible for the
custody of all such minutes. The Secretary shall be responsible for the
custody of the stock ledger and documents of the corporation. The
Secretary shall have custody of the corporate seal and may affix and attest
such seal to any instrument whose execution shall have been duly authorized
and shall perform all other duties incident to the office of Secretary.

8. Treasurer. The Treasurer shall have the custody of all moneys and
securities of the corporation and shall keep or cause to be kept accurate
accounts of all money received or payments made in books kept for that
purpose. The Treasurer shall deposit or cause to be deposited funds of the
corporation in accordance with Article V, Section 2 of these By-Laws and
shall disburse the funds of the corporation by checks or vouchers as
authorized by the Board of Directors. The Treasurer shall also perform all
other duties incident to the office of Treasurer.

9. Controller. The Controller shall be the chief accounting officer
of the corporation. The Controller shall keep or cause to be kept all
books of accounts and accounting records of the corporation and shall keep
and maintain, or cause to be kept and maintained, adequate and correct
accounts of the properties and business transactions of the corporation.
The Controller shall prepare or cause to be prepared appropriate financial
statements for the corporation and shall perform such other duties as may
be incident to the office of Controller.

10. Other Officers and Assistant Officers. All other officers and
assistant officers shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors or the
Chief Executive Officer.

11. Term of Office; Vacancies. Each officer shall hold office until
the annual meeting of the Board of Directors following the end of the term
of the Board by which such officer is elected, except in the case of
earlier death, resignation or removal. Vacancies in any office arising from
any cause may be filled by the directors at any regular or special meeting.

12. Removal. Any officer elected or appointed by the Board of
Directors may be removed at any time, with or without cause, by the Board
of Directors.

ARTICLE V - Dividends and Finance

1. Dividends. Dividends may be declared to the full extent permitted
by law at such times as the Board of Directors shall direct.

2. Deposits; Withdrawals; Notes and Other Instruments. The moneys of
the corporation shall be deposited in the name of the corporation in such
banks or trust companies as shall be designated by the Board of Directors,
and shall be drawn out only by check signed by persons designated, from
time to time, by the Board of Directors or by an officer of this
corporation to whom the Board of Directors has delegated such authority.
All notes and other instruments for the payment of money shall be signed or
endorsed by officers or other persons authorized from time to time by the
Board of Directors or by an officer of this corporation to whom the Board
of Directors has delegated such authority.

3. Fiscal Year. The fiscal year of the corporation shall date from
the first day of January in each year.

ARTICLE VI - Books and Records; Record Date

1. Books and Records. The books, accounts and records of the
corporation, except as may be otherwise required by the laws of the State
of Delaware, may be kept within or outside of the said State at such places
as the Board of Directors may from time to time appoint.

2. Record Date.

(a) The Board of Directors is authorized to fix in advance a date, not
exceeding sixty (60) days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or other
distribution or allotment of any rights, or the date when any change,
conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting and any adjournment thereof, or entitled to
receive payment of any such dividend or other distribution or allotment of
rights, or to exercise any rights in respect of any such change, conversion
or exchange of capital stock. Such stockholders and only such stockholders
as shall be stockholders of record on the record date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend or other
distribution or allotment of rights, or to exercise such rights, as the
case may be, notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid. Any such record
date fixed in connection with a meeting of stockholders shall not be less
than ten (10) days before the date of such meeting.

(b) In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the
Board of Directors is authorized to fix in advance a record date, which
record date shall not be more than ten (10) days after the date upon which
the resolution fixing the record date is adopted by the Board of Directors.
Any stockholder of record seeking to have the stockholders authorize or
take corporate action by written consent shall, by written notice to the
Secretary, request the Board of Directors to fix a record date. If no
record date has been fixed by the Board of Directors within ten (10) days
of the date on which such a request is received, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is
required by applicable law, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the corporation by delivery to its registered office in the
State of Delaware, its principal place of business, or the Secretary. If
no record date has been fixed by the Board of Directors and prior action by
the Board of Directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date on which
the Board of Directors adopts the resolution taking such prior action.
Such stockholders and only such stockholders as shall be stockholders of
record on the record date so fixed shall be entitled to give such consent,
notwithstanding any transfer of any stock on the books of the corporation
after any such record date fixed as aforesaid.

ARTICLE VII - Notices

1. Notices. Whenever any provision of law or these By-Laws requires
notice to be given to any director, officer or stockholder, such notice may
be given in writing by mailing the same to such director, officer or
stockholder at his or her address as the same appears in the books of the
corporation, unless such stockholder shall have filed with the Secretary a
written request that notices intended for him or her be mailed to some
other address, in which case it shall be mailed to the address designated
in such request. The time when the same shall be mailed shall be deemed to
be the time of the giving of such notice. This section shall not be deemed
to preclude the giving of notice by other means if permitted by the
applicable provision of law or these By-Laws.

2. Waivers of Notice. A waiver of any notice in writing, signed by a
stockholder, director or officer, whether before or after the time stated
in said waiver for holding a meeting, shall be deemed equivalent to a
notice required to be given to any stockholder, director or officer.

ARTICLE VIII - Contracts

1. Interested Directors or Officers. No contract or transaction
between the corporation and one or more of its directors or officers, or
between the corporation and any other corporation, partnership, association
or other organization in which one or more of the directors or officers of
the corporation are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the
director or officer of the corporation is present at or participates in the
meeting of the Board of Directors or committee thereof which authorizes the
contract or transaction, or solely because his, her or their votes are
counted for such purpose, if:

(i)The material facts as to the relationship or interest of such
person and as to the contract or transaction are disclosed or are
known to the Board of Directors or the committee thereof, and the
Board of Directors or committee in good faith authorizes the contract
or transaction by a vote sufficient for such purpose without counting
the vote of the interested director or directors of the corporation;
provided, however, that common or interested directors may be counted
in determining the presence of a quorum at a meeting of the Board of
Directors or committee; or

(ii)The material facts as to the relationship or
interest of such person and as to the contract or
transaction are disclosed or are known to the stockholders
of the corporation entitled to vote thereon, and the
contract or transaction is specifically approved in good
faith by vote of the stockholders of the corporation; or

(iii)The contract or transaction is fair as to the
corporation as of the time it is authorized, approved or
ratified by the Board of Directors, a committee thereof or
the stockholders of the corporation.

ARTICLE IX - Seal

1. Seal. The corporate seal of the corporation shall
consist of two concentric circles, between which is the name of
the corporation, and in the center shall be inscribed the year of
its incorporation and the words, "Corporate Seal, Delaware."

ARTICLE X - Indemnification

1. Indemnification in Third Party Actions. The corporation
shall indemnify each 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, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit
plans, against all expense, liability and loss (including
attorneys fees, judgments, fines, ERISA excise taxes or
penalties, and amounts paid or to be paid in settlement) actually
and reasonably incurred by such person in connection with such
action, suit or proceeding if he or she acted in good faith and
in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful, except that no
indemnification shall be made in respect of any proceeding (or
part thereof) initiated by such person unless such proceeding (or
part thereof) was authorized by the Board of Directors of the
corporation. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in or not
opposed to the best interests of the corporation, and with
respect to any criminal action or proceeding, had reasonable
cause to believe that his or her conduct was unlawful.

2. Indemnification in an Action by or in the Right of the
Corporation. The corporation shall indemnify each person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including service with
respect to employee benefit plans, against expenses (including
attorneys' fees) actually and reasonably incurred by such person
in connection with the defense or settlement of such action or
suit if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests
of the corporation and except that no indemnification shall be
made in respect of (a) any claim, issue or matter as to which
such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such Court of
Chancery or such other court shall deem proper, or (b) any
proceeding (or part thereof) initiated by such person unless such
proceeding (or part thereof) was authorized by the Board of
Directors of the corporation.

3. Indemnification as of Right. To the extent that a
director, officer, employee or agent of the corporation has been
successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Sections l and 2 of this
Article X, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including
attorneys fees) actually and reasonably incurred by such person
in connection therewith.

4. Determination of Indemnification. Any indemnification
under Sections 1 and 2 of this Article X (unless ordered by a
court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the
circumstances because the person has met the applicable standard
of conduct set forth in such Sections l and 2. Such
determination shall be made (a) by the Board of Directors (the
Board) by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (b) if
such a quorum is not obtainable, or, even if obtainable a quorum
of disinterested directors so directs, by independent legal
counsel in a written opinion or (c) by the stockholders.

5. Advance for Expenses. Expenses (including attorneys'
fees) incurred in defending any civil, criminal, administrative
or investigative action, suit or proceeding shall be paid by the
corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount
if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation as authorized in
this Article X.

6. General Provisions.

(a) All expenses (including attorneys' fees) incurred in
defending any civil, criminal, administrative or investigative
action, suit or proceeding which are advanced by the corporation
under Section 5 of this Article X shall be repaid (i) in case the
person receiving such advance is ultimately found, under the
procedure set forth in this Article X, not to be entitled to
indemnification, or (ii) where indemnification is granted, to the
extent that the expenses so advanced by the corporation exceed
the indemnification to which such person is entitled.

(b) The corporation may indemnify each person, though he or
she is not or was not a director, officer, employee or agent of
the corporation, who served at the request of the corporation on
a committee created by the Board to consider and report to it in
respect of any matter. Any such indemnification may be made
under the preceding provisions of this Article X and shall be
subject to the limitations thereof except that (as indicated) any
such committee member need not be nor have been a director,
officer, employee or agent of the corporation.

(c) The provisions of this Article X shall be applicable to
appeals. References to "serving at the request of the
corporation" shall include without limitation any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries. A person who acted in
good faith and in a manner he or she reasonably believed to be in
the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation."

(d) If any section, subsection, paragraph, sentence, clause,
phrase or word in this Article X shall be adjudicated invalid or
unenforceable, such adjudication shall not be deemed to
invalidate or otherwise affect any other section, subsection,
paragraph, sentence, clause, phrase or word of this Article.

(e) The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article X shall not be deemed
exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in their official
capacities and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a
person.

ARTICLE XI - Amendments

1. Amendments. Alterations or amendments of these By-Laws
may be made by the stockholders at any annual or special meeting
if the notice of such meeting contains a statement of the
proposed alteration or amendment, or by the Board of Directors at
any annual, regular or special meeting, provided notice of such
alteration or amendment has been given to each director in
writing at least five (5) days prior to said meeting or has been
waived by all the directors.

021595
bylaws\rmet

EXHIBIT 10.36
REYNOLDS METALS COMPANY
NEW MANAGEMENT INCENTIVE DEFERRAL PLAN

The Reynolds Metals Company New Management Incentive Deferral
Plan shall be amended effective January 1, 1995, by adding a new Article IX
to read as follows:

ARTICLE IX

PHANTOM STOCK ADDITIONAL INCOME

9.01 The provisions of this Article IX shall apply only to an
Eligible Employee who, at the time an election to defer Incentive
Compensation is made in accordance with Article III, is subject to the
Company's Stock Ownership Guidelines for Officers (an "Officer"). Any such
Officer electing to defer Incentive Compensation may also elect to have a
specified part or all of such deferred Incentive Compensation subject to
Phantom Stock Additional Income (as provided herein) instead of having
Additional Income computed at a specified rate as set forth in Section
4.01.

9.02 Phantom Stock Additional Income shall be computed in
accordance with this Section 9.02.

(a) As of the date when Incentive Compensation would have been
paid if it were Current Compensation, each Officer who elected to
receive Phantom Stock Additional Income shall have his or her account
under this Plan credited with a number of equivalent shares of the
Company's Common Stock, without par value ("Company Stock") determined
by dividing (i) the total dollar amount of such Deferred Compensation
by (ii) the arithmetic average of the high and low sales prices of
Company Stock as reported on New York Stock Exchange - Composite
Transactions on such date. Fractional equivalent shares shall be
calculated to three decimal places.

(b) As of each date when cash dividends are paid on Company
Stock, each Officer who elected to receive Phantom Stock Additional
Income shall also have his or her account under this Plan adjusted to
reflect dividend equivalents computed pursuant to this subsection (b).
The dollar amount of the dividend equivalent for each Officer shall
equal the cash dividends that would have been paid on the number of
equivalent shares of Company Stock credited to the Officer's account
as of the dividend record date if that number of equivalent shares had
actually been issued and outstanding on the record date. This
dividend equivalent for each Officer shall be converted into a number
representing equivalent shares of Company Stock by dividing (i) the
total dollar amount of the Officer's dividend equivalent by (ii) the
arithmetic average of the high and low sales prices of Company Stock
as reported on New York Stock Exchange - Composite Transactions on the
date when the cash dividends are paid. The Officer's account under
this Plan shall then be credited with the determined number of
equivalent shares of Company Stock, including fractional shares
calculated to three decimal places.

(c) 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 its Company Stock
resulting in a split-up or combination or exchange of shares, the
aggregate number and kind of equivalent shares of Company Stock
credited to the account of an Officer under the Plan shall be
proportionately adjusted as the Plan Committee may deem appropriate.

9.03 Any election of Phantom Stock Additional Income in
accordance with this Article IX shall be subject to the following terms and
conditions:

(a) The election of Phantom Stock Additional Income must be made
at the same time as the election to defer Incentive Compensation.

(b) The election of Phantom Stock Additional Income shall be
irrevocable as to the Incentive Compensation to which such election
applies.

(c) The Deferral Termination Date shall be the date on which the
Officer is retired and entitled to an immediate benefit under the New
Retirement Program.

(d) Any Officer electing Phantom Stock Additional Income may
also irrevocably elect at the same time that if the Officer dies
before receiving full payment of any deferred Incentive Compensation
subject to Phantom Stock Additional Income, payments after death will
be made in the form of five (5) annual installments.

(e) If Phantom Stock Additional Income is being paid on Deferred
Compensation, the amount of a lump sum payment shall be equal to (i)
the total number of equivalent shares of Company Stock credited to the
Officer's account under this Plan as of the last day on which the New
York Stock Exchange, Inc. is open in the year the Deferral Termination
Date occurs, multiplied by (ii) the closing sales price of Company
Stock as reported on New York Stock Exchange - Composite Transactions
on such date. This lump sum payment shall be paid as soon as
administratively feasible following the end of the year. If annual
installments are elected instead of a lump sum, the amount of the
installment payment to be made in a calendar year shall be computed by
taking (y) the amount that would have been payable after the end of
the preceding year had the entire amount remaining as of the end of
such year been paid as a single lump sum, divided by (z) the number of
installment payments remaining, including the installment about to be
paid. Annual installments shall be paid as soon as administratively
feasible in each calendar year following the year in which the
Deferral Termination Date occurs. All payments under the Plan shall
be made in cash.

(f) Anything in Section 4.04 to the contrary notwithstanding,
the Plan Committee shall not accelerate any payment of Deferred
Compensation with respect to which Phantom Stock Additional Income is
to be paid unless the Plan Committee determines that such accelerated
payments comply with Rule 16a-l(c)(3) under Section 16 of the
Securities Exchange Act of 1934.

Executed and adopted this 15th day of February, 1995, pursuant to
action taken by the Board of Directors of Reynolds Metals Company at its
meeting on November 18, 1994.

REYNOLDS METALS COMPANY

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

EXHIBIT 10.37
REYNOLDS METALS COMPANY
NEW MANAGEMENT INCENTIVE DEFERRAL PLAN

The Reynolds Metals Company New Management Incentive Deferral
Plan shall be amended effective January 1, 1995, so that through December
31, 1996, a new Article X shall be added to read as follows:

ARTICLE X

MANDATORY DEFERRALS

10.01 The provisions of this Article X shall apply in 1995 and
1996 to each Eligible Employee who is a Top Executive (as defined below) at
the time Incentive Compensation is paid in that year. To the extent a Top
Executive's Estimated Annual Compensation (as defined below) would exceed
One Million Dollars ($1,000,000) for the year, payment of such Incentive
Compensation shall be automatically deferred in accordance with this
Article X to the extent necessary to bring the Top Executive's Estimated
Annual Compensation below One Million Dollars ($1,000,000). If necessary,
all of a Top Executive's Incentive Compensation shall be deferred, in which
case any applicable payroll taxes shall be deducted and paid from such Top
Executive's regular salary checks unless the Top Executive reimburses the
Company separately for such payroll taxes.

10.02 Any mandatory deferral in accordance with this Article X
shall be subject to the following terms and conditions:

(a) The Deferral Termination Date shall be the date on which the
Top Executive terminates employment with the Company and any member of
the controlled group of corporations.

(b) Except as otherwise provided in subsections (c) and (d)
below, Deferred Compensation shall earn Additional Income as described
in Section 4.01, and all Deferred Compensation and Additional Income
shall be paid to the Top Executive in a single lump sum payment unless
the Top Executive has elected before the beginning of the calendar
year to have any amounts deferred in accordance with this Article X
paid in annual installments over a period of five (5) or ten (10)
years as described in, and in accordance with, Section 4.02.

(c) To the extent that under the terms of the Performance
Incentive Plan the Incentive Compensation would have been paid in the
form of the Company's Common Stock but for the mandatory deferral
provisions of this Article X, then Deferred Compensation will earn
Phantom Stock Additional Income in accordance with the provisions of
Article IX rather than the Additional Income described in Section
4.01.

(d) Before the beginning of the calendar year, an Eligible
Employee who anticipates being a Top Executive subject to a mandatory
deferral in accordance with this Article X may voluntarily elect to
have any amounts subject to a mandatory deferral earn Phantom Stock
Additional Income in accordance with the provisions of Article IX
rather than the Additional Income described in Section 4.01.

(e) Before the beginning of the calendar year, an Eligible
Employee who anticipates being a Top Executive subject to a mandatory
deferral in accordance with this Article X and who anticipates having
part or all of the deferral earn Phantom Stock Additional Income may
elect in accordance with Article IX that in case of such Top
Executive's death before all amounts subject to Phantom Stock
Additional Income are paid out, payment of remaining amounts shall be
made to the Beneficiary in annual installments over five (5) years.

10.03 (a) For purposes of this Article X, a Top Executive's
"Estimated Annual Compensation" for a given year will be equal to (i) the
Top Executive's anticipated salary for the year as approved by the
Compensation Committee in January of the year (taking into account any
approved increase to become effective during the year), less any amounts
the Top Executive has voluntarily elected to defer under the Reynolds
Metals Company Salary Deferral Plan for Executives for the year, plus (ii)
the Incentive Compensation to be paid to the Top Executive, less any
amounts the Top Executive has voluntarily elected to defer under the
applicable provisions of this Plan, plus (iii) the amount of any previously
deferred Incentive Compensation payable to the Top Executive during the
year that will count as compensation in the year for purposes of Section
162(m) of the Internal Revenue Code of 1986, as amended, plus (iv) the
amount of miscellaneous or imputed income (for items such as the imputed
value of life insurance and the use of a car or plane) that the Top
Executive had for the immediately preceding calendar year.

(b) "Top Executive" means for any calendar year any individual
who may reasonably be expected to be a "covered employee" for the year for
purposes of Section 162(m) of the Internal Revenue Code of 1986, as
amended.

Executed and adopted this 15th day of February, 1995, pursuant to
action taken by the Board of Directors of Reynolds Metals Company at its
meeting on November 18, 1994.

REYNOLDS METALS COMPANY

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

REYNOLDS METALS COMPANY
SALARY DEFERRAL PLAN FOR EXECUTIVES

The Reynolds Metals Company Salary Deferral Plan for Executives
shall be amended effective January 1, 1995, so that through December 31,
1996, a new Article IX shall be added as follows:

ARTICLE IX

MANDATORY DEFERRALS

9.01 The provisions of this Article IX shall apply in 1995 and
1996 to each Eligible Employee who is a Top Executive. For purposes of
this Article IX, a "Top Executive" means for any calendar year any
individual who may reasonably be expected to be a "covered employee" for
the year for purposes of Section 162(m) of the Internal Revenue Code.

9.02 If it appears that a Top Executive's compensation for the
year will exceed the amount that the Company will be permitted to deduct in
accordance with Section 162(m) of the Internal Revenue Code, after taking
into account any voluntary or mandatory deferral under the Reynolds Metals
Company New Management Incentive Deferral Plan and any voluntary deferral
under this Plan, payment of such Top Executive's Salary shall be
automatically deferred in accordance with this Article IX to the extent
necessary to bring the Top Executive's compensation for purposes of Section
162(m) of the Internal Revenue Code below One Million Dollars ($1,000,000).
Any applicable payroll taxes that cannot be deducted and paid from the Top
Executive's Salary as a result of this mandatory deferral shall be
reimbursed to the Company by the Top Executive.

9.03 Any mandatory deferral in accordance with this Article IX
shall be subject to the following terms and conditions:

(a) Unless the Top Executive has elected another Deferral
Termination Date before the beginning of the calendar year, the
Deferral Termination Date for any Salary subject to a mandatory
deferral shall be the December 31st of the year in which the Top
Executive's employment with the Company and any subsidiary terminates.

(b) Unless the Top Executive has elected another schedule of
payments before the beginning of the calendar year, payment of any
Salary subject to a mandatory deferral shall be made in a single lump
sum.

(c) Unless before the beginning of the calendar year the Top
Executive has elected otherwise with regard to any Salary subject to a
mandatory deferral for the year, the Phantom Investment Alternative
that will apply to amounts subject to a mandatory deferral shall be
based on the Interest Income Fund under the Savings and Investment
Plan.

Executed and adopted this 15th day of February, 1995, pursuant to
action taken by the Board of Directors of Reynolds Metals Company at its
meeting on November 18, 1994.

REYNOLDS METALS COMPANY

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

EXHIBIT 11

REYNOLDS METALS COMPANY AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(In millions, except share data)

EARNINGS PER COMMON SHARE:

Earnings per common share is based on the average number of common shares
outstanding and, in 1994, is after preferred stock dividend requirements.
Common stock equivalents relating to preferred stock are not included in 1994
since their effect would be anti-dilutive.
<PAGE>
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
______________________________________________

1994 1993 1992
______________________________________________
<S> <C> <C> <C>
Average shares outstanding 61,756,000 59,850,000 59,603,000

Income (loss) before cumulative effects
of accounting changes $121.7 ($322.1) ($109.2)
Cumulative effects of accounting changes - - (639.6)
______________________________________________

Net income (loss) 121.7 (322.1) (748.8)
Less preferred stock dividends 34.1 - -
______________________________________________

Net income (loss) available to
common stockholders $87.6 ($322.1) ($748.8)
==============================================

Earnings per common share:
Income (loss) before cumulative effects
of accounting changes $1.42 ($5.38) ($1.83)
Cumulative effects of accounting changes - - (10.73)
______________________________________________

Net income (loss) $1.42 ($5.38) ($12.56)
==============================================
</TABLE>

EARNINGS PER SHARE OF COMMON STOCK AND COMMON STOCK EQUIVALENT:
Earnings per share of common stock and common stock equivalent is based on
the average number of shares outstanding and, in 1994, the average number
of common stock equivalents outstanding. The average number of common
stock equivalents outstanding is based on the maximum potential issuance
of common stock upon conversion of PRIDES, which is one share of common
stock for each share of PRIDES. This computation is made for presentation
purposes only since its effect is anti-dilutive.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
______________________________________________

1994 1993 1992
______________________________________________
<S> <C> <C> <C>
Average shares outstanding 72,033,000 59,850,000 59,603,000

Income (loss) before cumulative effects
of accounting changes $121.7 ($322.1) ($109.2)
Cumulative effects of accounting changes - - (639.6)
______________________________________________

Net income (loss) available to common
stock and common stock equivalents $121.7 ($322.1) ($748.8)
==============================================

Earnings per share of common stock
and common stock equivalent:
Income (loss) before cumulative effects
of accounting changes $1.69 ($5.38) ($1.83)
Cumulative effects of accounting changes - - (10.73)
______________________________________________

Net income (loss) $1.69 ($5.38) ($12.56)
==============================================
</TABLE>

EXHIBIT 21
<TABLE>
PARENTS AND SUBSIDIARIES EXHIBIT 21

(A) Reynolds Metals Company has no parents.

(B) Set forth below is a list of certain of the subsidiaries and associated companies of Reynolds
Metals Company:

<CAPTION>
Place of
Incorporation Or
Organization
<S> <C>
* Aluminio Reynolds de Venezuela, S. A. Venezuela
Aluminium Oxid Stade Gesellschaft mit beschrankter Haftung Germany
* Canadian Reynolds Metals Company, Limited - Societe Canadienne
de Metaux Reynolds, Limitee Quebec
* El Campo Aluminum Company Delaware
Hamburger Aluminium-Werk Gesellschaft mit beschrankter Haftung Germany
* Industria Navarra del Aluminio, S. A. Spain
* Latas de Aluminio Reynolds, Inc. Delaware
Latas de Aluminio, S. A. Brazil
Manicouagan Power Company - La Compagnie Hydroelectrique Manicouagan Quebec
* Mt. Vernon Plastics Corporation Delaware
Pechiney Reynolds Quebec, Inc. Nebraska
* Presidential Development Corporation New York
* RB Sales Company, Ltd. Delaware
* Reynolds Aluminium Deutschland, Inc. Delaware
* Reynolds Aluminium Deutschland Internationale Vertriebsgesellschaft mbH Germany
* Reynolds Aluminium France France
* Reynolds Aluminium Holland B. V. The Netherlands
* Reynolds Australia Alumina, Ltd. Delaware
* Reynolds Australian Gold Operations, Ltd. Australia
* Reynolds Becancour, Inc. Delaware
* Reynolds Consumer Europe, S. A.\N.V. Belgium
* Reynolds Consumer Products, Inc. Delaware
* Reynolds (Europe) Limited Delaware
* Reynolds International Holdings, Inc. Delaware
* Reynolds International, Inc. Delaware
* Reynolds International (Panama) Inc. Panama
* Reynolds Italy Holding, S.p.A. Italy
* Reynolds Wheels-Holding S.p.A. Italy
* Reywest Development Corporation Arizona
* RMC Holdings, Inc. Delaware
* RMC Properties, Ltd. Delaware
* RMC Texas, Inc. Delaware
* Reynolds Metals Development Company Delaware
* Reynolds Metals European Capital Corporation Delaware
* Reynolds Metals Foreign Sales Corporation Barbados
* Saint George Insurance Company Vermont
* Southeast Vinyl Company Delaware
* Southern Graphic Systems, Inc. Kentucky
* Southern Reclamation Company, Inc. Alabama

<FN>
The names of a number of subsidiaries and associated companies have been omitted because considered
in the aggregate they would not constitute a significant subsidiary.

* Consolidated subsidiaries
</FN>
</TABLE>

EXHIBIT 23

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the:

1. Registration Statement (Form S-8 No. 2-76789) pertaining to the
Reynolds Metals Company 1982 Nonqualified Stock Option Plan;

2. Registration Statement (Form S-8 No. 33-13822) pertaining to the
Reynolds Metals Company 1987 Nonqualified Stock Option Plan;

3. Registration Statement (Form S-8 No. 33-44400) pertaining to the
Reynolds Metals Company 1992 Nonqualified Stock Option Plan;

4. Registration Statement (Form S-8 No. 33-20498) pertaining to the
Reynolds Metals Company Savings and Investment Plan for Salaried
Employees;

5. Registration Statement (Form S-3 No. 33-43443) pertaining to the shelf
registration of debt securities of Reynolds Metals Company;

6. Registration Statement (Form S-8 No. 33-66032) pertaining to the
Reynolds Metals Company Savings Plan for Hourly Employees;

7. Registration Statement (Form S-3 No. 33-51153) pertaining to the offer
and resale of shares of Reynolds Metals Company Common Stock by the
Trustee of the Reynolds Metals Company Pension Plans Master Trust;

8. Registration Statement (Form S-8 No. 33-53847) pertaining to the
Employees Savings Plan;

9. Registration Statement (Form S-8 No. 33-53851) pertaining to the
Reynolds Metals Company Restricted Stock Plan for Outside Directors;

10. Registration Statement (Form S-3 No. 33-59168) pertaining to the
registration of debt securities of Canadian Reynolds Metals Company
Ltd.; and

11. Registration Statement (Form S-3 No. 33-51631) pertaining to the
registration of convertible preferred stock of Reynolds Metals Company

and in the related prospectuses of our report dated February 17, 1995, with
respect to the consolidated financial statements of Reynolds Metals Company
included in this Annual Report (Form 10-K) for the year ended December 31,
1994.

Ernst & Young LLP

Richmond, Virginia
March 1, 1995

EXHIBIT 24

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

Patricia C. Barron
William O. Bourke
Thomas A. Graves, Jr.
John R. Hall
Robert L. Hintz
William H. Joyce
David P. Reynolds
Randolph N. Reynolds
James M. Ringler
Charles A. Sanders
Robert J. Vlasic
Joe B. Wyatt

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, her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for her and in her name, place and stead,
in any and all capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to

(i) Sign the Annual Report on Form 10-K of the Company for the
year ended December 31, 1994 and any and all amendments thereto, and
to file the same, with all exhibits thereto, and all documents in
connection therewith, if any, with the Securities and Exchange
Commission (the "SEC"), and to take all such other action which they
or either of them may consider necessary or desirable in connection
therewith, all in accordance with the Securities Exchange Act of 1934,
as amended; and

(ii) Sign any and all post-effective amendments to the Company's
Registration Statements relating to (a) the offer and sale of
interests in the Reynolds Metals Company Savings and Investment Plan
for Salaried Employees and an indefinite number of shares of the
Company's common stock, without par value (the "Common Stock") in
connection therewith; (b) the offer and sale of up to 900,000 shares
of Common Stock together with an indeterminate amount of interests to
be offered and sold in connection therewith under the Reynolds Metals
Company Savings Plan for Hourly Employees; (c) the offer and sale of
up to 50,000 shares of Common Stock together with an indeterminate
amount of interests to be offered and sold in connection therewith
under the Employees Savings Plan; (d) the offer and sale of 1,200,000
shares of Common Stock under the Reynolds Metals Company 1982
Nonqualified Stock Option Plan; (e) the offer and sale of 3,000,000
shares of Common Stock under the Reynolds Metals Company 1987
Nonqualified Stock Option Plan; (f) the offer and sale of 3,250,000
shares of Common Stock under the Reynolds Metals Company 1992
Nonqualified Stock Option Plan; and (g) the offer and sale of 30,000
shares of Common Stock under the Reynolds Metals Company Restricted
Stock Plan for Outside Directors; and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
SEC; and

(iii) Sign any and all Registration Statements on Form S-3, or on
such other form as may be appropriate, for registration of the shares
of Common Stock and Series A Junior Participating Preferred Stock
(without par value) of the Company, issuable upon exercise of Rights
(as defined in the Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of November 23, 1987, as amended from
time to time) and any and all amendments (including post-effective
amendments) to such Registration Statements, and to file the same,
with all exhibits thereto, and all preliminary prospectuses,
prospectuses, prospectus supplements and documents in connection
therewith, with the SEC; and

(iv) Sign any and all post-effective amendments to the Company's
Registration Statements relating to the offer and sale of up to
$1,650,000,000 principal amount of unsecured debt securities of the
Company, and to file the same, with all exhibits thereto, and all
prospectuses, prospectus supplements, pricing supplements and
documents in connection therewith, with the SEC; and

(v) Sign any and all post-effective amendments to the Company's
Registration Statement relating to the offer and resale from time to
time of up to 3,000,000 shares of Common Stock by the Trustee of the
Reynolds Metals Company Pension Plans Master Trust, and to file the
same, with all exhibits thereto, and all prospectuses, prospectus
supplements, pricing supplements and documents in connection
therewith, with the SEC;

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 29th day of February,
1996.