As filed with the Securities and Exchange Commission on May 22, 1998
Registration No. 2-76789
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
REYNOLDS METALS COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 54-0355135
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
_________________
6601 West Broad Street, Richmond, VA 23230
(804) 281-2000
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
_________________
Reynolds Metals Company
1982 Nonqualified Stock Option Plan
(Full title of plan)
__________________
D. MICHAEL JONES, Senior Vice President and General Counsel
and
BRENDA A. HART, Chief Securities/Finance Counsel and Assistant Secretary
Reynolds Metals Company
6601 West Broad Street
Richmond, VA 23230
(804) 281-2000
(Names, address, including zip code, and
telephone number, including area code, of agents for service)
<PAGE>
REMOVAL OF SECURITIES FROM REGISTRATION
Pursuant to Registration Statement No. 2-76789 on Form S-8 (the
"Registration Statement"), Reynolds Metals Company (the "Company") registered
600,000 shares of its Common Stock, without par value ("Common Stock"), to be
offered under the Reynolds Metals Company 1982 Nonqualified Stock Option Plan
(the "Plan"). In connection with a two-for-one split of the Common Stock
effected by a 100% stock dividend paid on July 1, 1987, the Company's Board of
Directors reserved an additonal 207,044 shares of Common Stock for issuance
under the Plan pursuant to the Plan's anti-dilution provisions. Such
additional shares were deemed pursuant to Rule 416 under the Securities Act of
1933 to have been registered by the Registration Statement.
All options to purchase Common Stock granted under the Plan have been
exercised or have expired. No further options will be granted under the Plan.
Accordingly, the Company hereby removes from registration 277,540 shares of
Common Stock which remain unissued under the Plan as of the date hereof.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933 and the
provisions of Rule 478 of the Securities and Exchange Commission promulgated
thereunder, the Registrant has duly caused this Post-Effective Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Henrico, Commonwealth of Virginia,
on this 22nd day of May, 1998.
REYNOLDS METALS COMPANY
By /s/ Donna C. Dabney
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Donna C. Dabney
Secretary and Assistant
General Counsel
