REYNOLDS METALS CO
10-Q, 1999-05-12
PRIMARY PRODUCTION OF ALUMINUM
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               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549


                           FORM 10-Q



     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

         FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999

                               OR

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

                Commission File Number 001-01430


                    REYNOLDS METALS COMPANY
                     A Delaware Corporation

        (I.R.S. Employer Identification No. 54-0355135)


6601 West Broad Street, P. O. Box 27003, Richmond, Virginia 23261-7003
                Telephone Number (804) 281-2000





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 (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes _X_  No ___

As of April 30, 1999, the Registrant had 64,507,259 shares of Common Stock,
no par value, outstanding and entitled to vote.

<PAGE> 2

                         PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS
<TABLE>
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(millions, except per share amounts)
=======================================================================
<CAPTION>
- -----------------------------------------------------------------------
Quarters ended March 31                            1999      1998
- -----------------------------------------------------------------------
<S>                                               <C>       <C>
REVENUES                                          $1,068    $1,532

COSTS AND EXPENSES
   Cost of products sold                             925     1,251
   Selling, general and administrative expenses       82        93
   Depreciation and amortization                      57        70
   Interest                                           20        34
- -----------------------------------------------------------------------
                                                   1,084     1,448
- -----------------------------------------------------------------------

EARNINGS
   Income (loss) before income taxes and 
     cumulative effect of accounting change          (16)       84
   Taxes on income (credit)                           (6)       26
- -----------------------------------------------------------------------
   Income (loss) before cumulative effect of 
     accounting change                               (10)       58
   Cumulative effect of accounting change              -       (23)
- -----------------------------------------------------------------------
NET INCOME (LOSS)                                   $(10)      $35
=======================================================================

EARNINGS PER SHARE
   Basic:
      Average shares outstanding                      64        73
      Income (loss) before cumulative effect 
        of accounting change                      $(0.15)    $0.78
      Cumulative effect of accounting change           -     (0.32)
- ----------------------------------------------------------------------
   Net income (loss)                              $(0.15)    $0.46
======================================================================
   Diluted:
      Average shares outstanding                      64        74
      Income (loss) before cumulative effect 
        of accounting change                      $(0.15)    $0.78
      Cumulative effect of accounting change           -     (0.32)
- ---------------------------------------------------------------------
      Net income (loss)                           $(0.15)    $0.46
=====================================================================

CASH DIVIDENDS PER COMMON SHARE                    $0.35     $0.35
=====================================================================

The accompanying notes to consolidated financial statements are an integral
part of these statements.
</TABLE>
                                     2

<PAGE> 3

<TABLE>
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
=====================================================================
<CAPTION>
(millions)                                   March 31   December 31
- ---------------------------------------------------------------------
                                               1999        1998
- ---------------------------------------------------------------------
<S>                                          <C>         <C>
ASSETS
Current assets:
   Cash and cash equivalents                 $  191      $   94
   Receivables, less allowances of $10 
     (1998 - $14)                               846         894
   Inventories                                  545         500
   Prepaid expenses and other                   118         114
- ---------------------------------------------------------------------
      Total current assets                    1,700       1,602
Unincorporated joint ventures and 
  associated companies                        1,510       1,478
Property, plant and equipment                 4,271       4,282
Less allowances for depreciation 
  and amortization                            2,271       2,258
- ---------------------------------------------------------------------
                                              2,000       2,024
Deferred taxes and other assets                 897       1,030
- ---------------------------------------------------------------------
Total assets                                 $6,107      $6,134
=====================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable, accrued and other 
     liabilities                             $  844      $  929
   Short-term borrowings                        155         116
   Long-term debt                               212         196
- --------------------------------------------------------------------
      Total current liabilities               1,211       1,241
Long-term debt                                1,123       1,035
Postretirement benefits                       1,031       1,029
Environmental, deferred taxes and 
  other liabilities                             600         635
Stockholders' equity:
   Common stock                               1,533       1,533
   Retained earnings                          1,189       1,222
   Treasury stock, at cost                     (526)       (526)
   Accumulated other comprehensive income       (54)        (35)
- ---------------------------------------------------------------------
      Total stockholders' equity              2,142       2,194
- ---------------------------------------------------------------------
Contingent liabilities (Note 7)
Total liabilities and stockholders' equity   $6,107      $6,134
=====================================================================

The accompanying notes to consolidated financial statements are an integral
part of these statements.
</TABLE>
                                     3

<PAGE> 4

<TABLE>
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
=====================================================================
<CAPTION>
- ---------------------------------------------------------------------
Quarters ended March 31 (millions)                1999      1998
- ---------------------------------------------------------------------
<S>                                               <C>       <C>
OPERATING ACTIVITIES
   Net income (loss)                              $(10)     $ 35
   Adjustments to reconcile to net cash 
     used in operating activities:
      Depreciation and amortization                 57        70
      Cumulative effect of accounting change         -        23
      Changes in operating assets and liabilities 
       net of effects of dispositions:
         Accounts payable, accrued and other 
          liabilities                              (18)     (104)
         Receivables                               (21)      (17)
         Inventories                               (56)        -
         Environmental and restructuring 
          liabilities                               (9)      (12)
         Other                                     (55)      (44)
- ---------------------------------------------------------------------
Net cash used in operating activities             (112)      (49)


INVESTING ACTIVITIES
   Capital investments:
      Operational                                  (26)      (28)
      Strategic                                    (80)      (29)
   Sales of assets - operational restructuring     193        39
- ---------------------------------------------------------------------
Net cash provided by (used in) investing 
  activities                                        87       (18)

FINANCING ACTIVITIES
   Increase in short-term borrowings                41       117
   Proceeds from long-term debt                    150       100
   Reduction of long-term debt                     (46)      (23)
   Cash dividends paid                             (23)      (26)
   Stock repurchases and other- net                  -      (124)
- ---------------------------------------------------------------------
Net cash provided by financing activities          122        44

CASH AND CASH EQUIVALENTS
   Net increase (decrease)                          97       (23)
   At beginning of period                           94        70
- ---------------------------------------------------------------------

At end of period                                 $ 191     $  47
=====================================================================

The accompanying notes to consolidated financial statements are an integral
part of these statements.
</TABLE>
                                     4

<PAGE> 5

<TABLE>
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
=====================================================================
- ---------------------------------------------------------------------
Quarters ended March 31                           1999      1998
- ---------------------------------------------------------------------
<S>                                              <C>       <C>
SHARES (thousands):
   Common stock
      Balance at January 1                       74,105    73,909
      Issued under employee benefit plans             -        33
- ---------------------------------------------------------------------
      Balance at March 31                        74,105    73,942
- ---------------------------------------------------------------------

   Treasury stock
      Balance at January 1                       (9,648)        -
      Purchased and held as Treasury stock            -    (2,004)
- ---------------------------------------------------------------------
      Balance at March 31                        (9,648)   (2,004)
- ---------------------------------------------------------------------
   Net common shares outstanding                 64,457    71,938
- ---------------------------------------------------------------------

DOLLARS (millions):
   Common stock
      Balance at January 1                       $1,533    $1,521
      Issued under employee benefit plans             -         2
- ---------------------------------------------------------------------
      Balance at March 31                        $1,533    $1,523
- ---------------------------------------------------------------------

   Retained earnings
      Balance at January 1                       $1,222    $1,253
      Net income (loss)                             (10)       35
      Cash dividends declared for common stock      (23)      (26)
- ---------------------------------------------------------------------
      Balance at March 31                        $1,189    $1,262
- ---------------------------------------------------------------------

   Treasury stock
      Balance at January 1                       $ (526)   $    -
      Purchased and held as Treasury stock            -      (126)
- ---------------------------------------------------------------------
      Balance at March 31                        $ (526)   $ (126)
- ---------------------------------------------------------------------

   Accumulated other comprehensive income (loss)
      Balance at January 1                       $  (35)   $  (35)

      Foreign currency translation adjustments      (19)       (9)
      Income taxes                                    -         1
                                                 --------------------
      Other comprehensive income (loss)             (19)       (8)
- ---------------------------------------------------------------------
      Balance at March 31                        $  (54)   $  (43)
- ---------------------------------------------------------------------
   Total stockholders' equity                    $2,142    $2,616
- ---------------------------------------------------------------------

COMPREHENSIVE INCOME (millions):
   Net income (loss)                             $  (10)   $   35
   Other comprehensive income (loss)                (19)       (8)
- ---------------------------------------------------------------------
   Comprehensive income (loss)                   $  (29)   $   27
- ---------------------------------------------------------------------

The accompanying notes to consolidated financial statements are an integral
part of these statements.
</TABLE>
                                     5


<PAGE> 6

           REYNOLDS METALS COMPANY AND CONSOLIDATED SUBSIDIARIES
                                     
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                     
                  Quarters Ended March 31, 1999 and 1998
                                     
                                     
1.  BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X.  Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.  Operating
results for the interim period of 1999 are not necessarily indicative of
the results that may be expected for the year ending December  31, 1999.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-K for
the year ended December  31, 1998.  Certain amounts have been reclassified
to conform to the 1999 presentation.  In the tables, dollars are in
millions, except per share and per pound amounts, and shipments are in
thousands of metric tons.  A metric ton is equivalent to 2,205 pounds.


2.  ACCOUNTING POLICIES
CUMULATIVE EFFECT OF ACCOUNTING CHANGE
In 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position
(SOP) 98-5, "Reporting on the Costs of Start-Up Activities."  The SOP
requires costs of start-up activities and organization costs to be expensed
as incurred.  The Company adopted the SOP in the second quarter of 1998 and
recognized a charge for the cumulative effect of accounting change of $23
million.  First quarter 1998 results have been retroactively restated to
reflect this accounting change.

ACCOUNTING FOR THE COSTS OF DEVELOPING OR OBTAINING INTERNAL-USE SOFTWARE
In the first quarter of 1999, the Company adopted the Accounting Standards
Executive Committee of the American Institute of Certified Public
Accountants' Statement of Position (SOP) 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use."  The SOP
requires qualifying computer software costs incurred in connection with
obtaining or developing software for internal use to be capitalized.  In
prior years, the Company capitalized costs of purchased software and
expensed internal costs of developing software.  The effect of adopting
this SOP was not material to first quarter 1999 results, and is not expected
to be material for the full year.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In 1998, the Financial Accounting Standards Board issued Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities."  This
statement establishes new accounting and reporting standards for derivative
instruments and hedging activities.  The Company must adopt this statement
by January 1, 2000.  The Company has not determined the impact this
statement will have on its financial position or results of operations.


3.  OPERATIONAL RESTRUCTURING
In the first quarter of 1999, the sale of the Company's Alabama can stock
complex was finalized.  This sale essentially completed the Company's
restructuring activities.  

                                     6

<PAGE> 7

4.  EARNINGS PER SHARE
The following reconciles income and average shares for the basic and
diluted earnings per share computations for "Income (loss) before
cumulative effect of accounting change."

<TABLE>
<CAPTION>
                                        Quarters ended March 31
                                    ------------------------------
                                          1999           1998
                                    ------------------------------
<S>                                   <C>             <C>
Income (numerator):
   Income (loss) before cumulative 
    effect of accounting change             $(10)            $58

Average shares (denominator):
   Basic                              64,475,000      73,174,000
   Effect of dilutive securities:
      Stock options                            -         372,000
                                    ------------------------------
      Diluted                         64,475,000      73,546,000
                                    ------------------------------

Per share amount:
   Basic                                  $(0.15)          $0.78
   Diluted                                $(0.15)          $0.78

Antidilutive securities excluded:
   Stock options                       4,977,000       1,484,000
</TABLE>


5.  FINANCING ARRANGEMENTS
In the first quarter of 1999, the Company borrowed $150 million under its
credit facilities.  The borrowing bears interest at a variable rate (5.3%
at March 31, 1999) and requires repayment in a lump sum in 2001.

                                     7

<PAGE> 8

6.  COMPANY OPERATIONS

<TABLE>
<CAPTION>
                                                Packaging    Construction
                                   Base            and          and
First Quarter 1999               Materials       Consumer    Distribution
- ---------------------------------------------------------------------------
<S>                                 <C>           <C>           <C>
Customer aluminum shipments          212            33            47
Internal aluminum shipments           56             -             -
- ---------------------------------------------------------------------------
Total aluminum shipments             268            33            47
Customer revenues:
   Aluminum                         $302          $178          $159
   Nonaluminum                        75           134            78
Intersegment revenues - aluminum      81             -             -
- ---------------------------------------------------------------------------
Total revenues                      $458          $312          $237
===========================================================================
Operating income (loss)             $ 14          $ 26          $  8
Interest expense
- ---------------------------------------------------------------------------
Loss before income taxes
===========================================================================

First Quarter 1998
- ---------------------------------------------------------------------------
Customer aluminum shipments          145            30            46
Internal aluminum shipments           99             -             -
- ---------------------------------------------------------------------------
Total aluminum shipments             244            30            46
Customer revenues:
   Aluminum                         $247          $175          $165
   Nonaluminum                       115           136            82
Intersegment revenues - aluminum     163             -             -
- ---------------------------------------------------------------------------
Total revenues                      $525          $311          $247
===========================================================================
Operating income (loss)             $ 79          $ 22          $  8
Interest expense
- ---------------------------------------------------------------------------
Income before income taxes
===========================================================================
</TABLE>
                                     8

<PAGE> 9

<TABLE>
<CAPTION>
<PAGE>
                                           
First Quarter 1999             Transportation   Restructuring   Other
- ---------------------------------------------------------------------------
<S>                                 <C>             <C>         <C>
Customer aluminum shipments          17                -          14
Internal aluminum shipments           -                -           -
- ---------------------------------------------------------------------------
Total aluminum shipments             17                -          14
Customer revenues:
   Aluminum                         $94                -        $ 37
   Nonaluminum                        -                -          11
Intersegment revenues - aluminum      -                -           -
- ---------------------------------------------------------------------------
Total revenues                      $94                -        $ 48
===========================================================================
Operating income (loss)             $(2)               -        $(44)
Interest expense                                                     
- ---------------------------------------------------------------------------
Loss before income taxes                                              
===========================================================================

First Quarter 1998
- ---------------------------------------------------------------------------
Customer aluminum shipments          16              116           9  
Internal aluminum shipments           -                2           -  
- ---------------------------------------------------------------------------
Total aluminum shipments             16              118           9  
Customer revenues:
   Aluminum                         $87             $477        $ 29  
   Nonaluminum                        -                5          14  
Intersegment revenues - aluminum      -                7           -  
- ---------------------------------------------------------------------------
Total revenues                      $87             $489        $ 43  
===========================================================================
Operating income (loss)             $ -             $ 38        $(32) 
Interest expense                                                      
- ---------------------------------------------------------------------------
Income before income taxes                                            
===========================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                    Reconciling
First Quarter 1999                     Items       Consolidated
- ---------------------------------------------------------------------------
<S>                                    <C>            <C>
Customer aluminum shipments               -              323
Internal aluminum shipments              (56)              -
- ---------------------------------------------------------------------------
Total aluminum shipments                 (56)            323
Customer revenues:
   Aluminum                            $   -          $  770
   Nonaluminum                             -             298
Intersegment revenues - aluminum         (81)              -
- ---------------------------------------------------------------------------
Total revenues                         $ (81)         $1,068
===========================================================================
Operating income (loss)                $   2          $    4
Interest expense                                          20
- ---------------------------------------------------------------------------
Loss before income taxes                              $  (16)
===========================================================================

First Quarter 1998
- ---------------------------------------------------------------------------
Customer aluminum shipments                -             362
Internal aluminum shipments             (101)              -
- ---------------------------------------------------------------------------
Total aluminum shipments                (101)            362
Customer revenues:
   Aluminum                            $   -          $1,180
   Nonaluminum                             -             352
Intersegment revenues - aluminum        (170)              -
- ---------------------------------------------------------------------------
Total revenues                         $(170)         $1,532
===========================================================================
Operating income (loss)                $   3          $  118
Interest expense                                          34
- ---------------------------------------------------------------------------
Income before income taxes                            $   84
===========================================================================
</TABLE>

RECONCILING ITEMS
Reconciling items for operating income (loss) consist of the elimination of
unrealized profits on sales between global business units.


7.  CONTINGENT LIABILITIES
As previously disclosed in the Company's 1998 Form 10-K, 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 Environmental Protection
Agency-designated Superfund sites.  The Company has recorded amounts (on an
undiscounted basis) which, in management's best estimate, will be
sufficient to satisfy anticipated costs of known remediation requirements.

Estimated costs for future environmental compliance and remediation are
necessarily imprecise because of factors such as:

- -  continuing evolution of environmental laws and regulatory requirements
- -  availability and application of technology
- -  identification of presently unknown remediation requirements
- -  cost allocations among PRPs

Further, it is not possible to predict the amount or timing of future costs
of environmental remediation that may subsequently be determined.  Based on
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 interim or annual
reporting period.

                                     9

<PAGE> 10

8.  CANADIAN REYNOLDS METALS COMPANY, LTD. AND REYNOLDS ALUMINUM COMPANY OF
    CANADA, LTD.
Financial statements and financial statement schedules for Canadian
Reynolds Metals Company, Ltd. and Reynolds Aluminum Company of Canada, Ltd.
have been omitted because certain securities registered under the
Securities Act of 1933, of which these entities are obligors (thus
subjecting them 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 these
companies 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:

                                    10

<PAGE> 11

8.  CANADIAN REYNOLDS METALS COMPANY, LTD. AND REYNOLDS ALUMINUM COMPANY
    OF CANADA, LTD. - continued

Canadian Reynolds Metals Company, Ltd.

<TABLE>
<CAPTION>
                                     Quarters ended March 31
                                     ------------------------
                                          1999      1998
                                     ------------------------
     <S>                                 <C>       <C>
     Net Sales:
     Customers                           $ 110     $  93
     Parent and related companies          100       131
                                     ------------------------
                                         $ 210     $ 224

     Cost of products sold                 196       185

     Net income                          $   6     $  28
</TABLE>


<TABLE>
<CAPTION>
                                        March 31  December 31
                                          1999       1998
                                     --------------------------
     <S>                                <C>        <C>
     Current assets                     $  304     $  155
     Noncurrent assets                   1,202      1,206
     Current liabilities                   (98)      (100)
     Noncurrent liabilities               (530)      (379)
</TABLE>


Reynolds Aluminum Company of Canada, Ltd.

<TABLE>
<CAPTION>
                                        Quarters ended March 31
                                        ------------------------
                                            1999      1998
                                        ------------------------
     <S>                                 <C>         <C>
     Net Sales:
        Customers                        $ 110       $ 119
        Parent and related companies       100         125
                                        ------------------------
                                         $ 210       $ 244

     Cost of products sold                 195         201

     Net income                          $   7       $  29
</TABLE>


<TABLE>
<CAPTION>
                                     March 31   December 31
                                       1999        1998
                                   --------------------------
     <S>                             <C>         <C>
     Current assets                  $  296      $  186
     Noncurrent assets                1,217       1,228
     Current liabilities                (99)       (103)
     Noncurrent liabilities            (540)       (389)
</TABLE>

                                    11


<PAGE> 12

Item 2.  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 and related footnotes included in the
Company's 1998 Form 10-K along with the consolidated financial statements
and related footnotes included in and referred to in this report.  In the
tables, dollars are in millions, except per share and per pound amounts,
and shipments are in thousands of metric tons.  A metric ton is equivalent
to 2,205 pounds.

Management's Discussion and Analysis contains forecasts, projections,
estimates, statements of management's plans, objectives and strategies for
the Company and other forward-looking statements. Please refer to the "Risk
Factors" section beginning on page 19, where we have summarized factors
that could cause actual results to differ materially from those projected
in a forward-looking statement or affect the extent to which a particular
projection is realized.


RESULTS OF OPERATIONS
- ---------------------
Extremely low primary aluminum prices adversely affected results in the
first quarter of 1999.  During the quarter, aluminum prices reached an all-
time low adjusted for inflation and a five-year low on a nominal basis.
Our average realized price for primary aluminum of $0.64 per pound in the
1999 first quarter was down 17% compared to $0.77 per pound in the 1998
first quarter.  The impact of lower prices was partially offset by lower
material and conversion costs, lower interest and SG&A expenses, and higher
shipments from ongoing operations, especially value-added primary aluminum
products.  In addition, our results include foreign currency related losses
and charges, principally in Brazil, of $12 million.

<TABLE>
<CAPTION>
                                                First Quarter
                                        ------------------------------
                                              1999         1998
                                        ------------------------------
<S>                                         <C>          <C>
RESULTS
Net income (loss) before special items      $  (10)      $   58
Cumulative effect of accounting change 
  (see Note 2)                                   -          (23)
                                        ------------------------------
Net income (loss)                           $  (10)      $   35
                                        ==============================

EARNINGS PER SHARE - BASIC
Net income (loss) before special items      $(0.15)      $ 0.78
Cumulative effect of accounting change           -        (0.32)
                                        ------------------------------
Net income (loss)                           $(0.15)       $0.46
                                        ==============================
</TABLE>


GLOBAL BUSINESS UNITS
The Company is organized into four market-based, global business units.
The four global business units and their principal products are as follows:

- -  Base Materials - alumina, carbon products, primary aluminum ingot and
   billet, and electrical rod
- -  Packaging and Consumer - aluminum and plastic packaging and consumer
   products; printing products
- -  Construction and Distribution - architectural construction products and
   the distribution of a wide variety of aluminum and stainless steel products
- -  Transportation - aluminum wheels, heat exchangers and automotive
   structures


                                    12



<PAGE> 13

RESULTS OF OPERATIONS - continued
- ---------------------
GLOBAL BUSINESS UNITS - continued
BASE MATERIALS

<TABLE>
<CAPTION>
                                                 First Quarter
                                        --------------------------------
                                           1999                1998
                                        --------------------------------
     <S>                                   <C>                 <C>
     Aluminum shipments:
        Customer                            212                 145
        Internal                             56                  99
                                        --------------------------------
        Total                               268                 244
                                        ================================
     Revenues:
        Customer - aluminum                $302                $247
                 - nonaluminum               75                 115
        Internal - aluminum                  81                 163
                                        --------------------------------
        Total                              $458                $525
                                        ================================
     Operating income                      $ 14                $ 79
                                        ================================
</TABLE>


Our base materials business is fundamentally very strong.  The increase in
customer aluminum shipments in the first quarter of 1999 reflects strong
demand for our value-added products (foundry and sheet ingot, billet and
rod), which made up 72% of the primary aluminum shipments in the first
quarter.  Our available supply to meet customer demand has increased
because we no longer need to supply downstream fabricating operations that
have been sold, and we restarted idled capacity in 1998.

In addition to reflecting the changes in shipping volume, aluminum revenues
in the first quarter of 1999 were significantly affected by lower prices
for primary aluminum.

Nonaluminum revenues were lower because of:

- -  significantly lower prices for alumina - approximately 20% to 25% lower
   than the first quarter of 1998
- -  lower customer shipments of alumina and carbon products due to weaker
   demand and greater internal use resulting from our restart of idled primary
   aluminum capacity in 1998

The most significant factor affecting operating profit in the first quarter
of 1999 was lower prices for primary aluminum products.  We were able to
offset some of the decline with higher shipments of primary aluminum
products, improved capacity utilization, and lower material and conversion
costs.

PACKAGING AND CONSUMER

<TABLE>
<CAPTION>
                                                 First Quarter
                                        --------------------------------
                                           1999                1998
                                        --------------------------------
          <S>                              <C>                 <C>
          Customer aluminum shipments        33                  30

          Revenues:
               Customer - aluminum         $178                $175
                        - nonaluminum       134                 136
                                        -----------------------------
               Total                       $312                $311
                                        =============================
          Operating income                 $ 26                $ 22
                                        =============================
</TABLE>

Customer aluminum shipments and revenues were higher in the first quarter
of 1999 because of strong demand for consumer foil products in domestic and
foreign markets.  Prices were lower because of competition.

Operating income was higher because of the higher shipping volume and lower
material and conversion costs.

                                    13

<PAGE> 14

RESULTS OF OPERATIONS - continued
- ---------------------
GLOBAL BUSINESS UNITS - continued
PACKAGING AND CONSUMER - continued
We have established a new manufacturing facility in Brazil that will
produce foodservice packaging and consumer products.  We will focus
initially on the Brazilian market with plans to expand throughout South
America.

CONSTRUCTION AND DISTRIBUTION
<TABLE>
<CAPTION>
                                                First Quarter
                                        -----------------------------
                                          1999                1998
                                        -----------------------------
          <S>                             <C>                 <C>

          Customer aluminum shipments       47                  46

          Revenues:
             Customer - aluminum          $159                $165
                      - nonaluminum         78                  82
                                        -----------------------------
             Total                        $237                $247
                                        =============================
          Operating income                $  8                $  8
                                        =============================
</TABLE>

Shipments increased in the first quarter of 1999 because of strong demand
for most distribution products.

Revenues decreased because of lower prices for most products.  The decline
in prices for aluminum products reflected the general global weakening of
aluminum prices.  Prices for stainless steel products were lower due to
global supply/demand imbalances and lower material costs.

Operating income remained flat.  The benefits of increased volume and lower
material costs were offset by lower prices and the continuing absorption of
the cost of our market expansions in southeast Europe and China.

Our outlook is for continued strong activity levels for distribution
products, especially in the transportation and kitchen equipment markets.
For construction products, we are cautiously optimistic about signs of
strengthening in the depressed markets of Asia and Latin America.

TRANSPORTATION

<TABLE>
<CAPTION>
                                                First Quarter
                                        -----------------------------
                                          1999                1998
                                        -----------------------------
          <S>                              <C>                 <C>
          Customer aluminum shipments       17                  16

          Customer revenues                $94                 $87

          Operating loss                    (2)                  -
                                        =============================
</TABLE>


Shipments and revenues were higher in the first quarter of 1999 because of
strong demand for cast and forged aluminum wheels.  Our available supply
increased due to improved capacity utilization and the completion of the
expansion of our Virginia forged aluminum wheel plant in February 1999.


                                    14


<PAGE> 15

RESULTS OF OPERATIONS - continued
- ---------------------
GLOBAL BUSINESS UNITS - continued
TRANSPORTATION - continued
Operating profit was lower because of non-recurring start-up costs relating
to an engine cradle program at our Indiana automotive structures plant (see
below).  This effect was partially offset by lower material costs, improved
shipping volume and capacity utilization in wheel and heat exchanger
operations, and significant operating improvements at our Beloit, Wisconsin
wheel plant.

The Company and an automobile manufacturer are pioneering the first, mass-
produced, high-volume, all-aluminum engine cradle.  The engine cradle
offers significant weight savings, reduces noise and vibration, and
provides important safety features. We have incurred high start-up costs
because of the complexity of the production process and our acceleration of
the timetable to begin production. No other manufacturer has yet produced
this particular component, so we expect to maintain a competitive
advantage.

RESTRUCTURING
As of December 31, 1998, the only assets remaining in this category related
to the Alabama can stock complex.  We finalized the sale of the Alabama can
stock complex at the end of the first quarter of 1999.  As a result, no 
revenues or operating results are included in the Restructuring category 
in 1999.

OTHER
The decline in operating profit in the first quarter of 1999 was due to
foreign currency related losses and charges, principally in Brazil.

For additional information concerning the global business units, see Note 6
to the consolidated financial statements.


INTEREST EXPENSE
Interest expense decreased in the first quarter of 1999 compared to the
first quarter of 1998 due to lower amounts of debt outstanding.

TAXES ON INCOME
The effective tax rates reflected in the income statement differ from the
U.S. federal statutory rate principally because of the following:

- - foreign taxes at different rates
- - the effects of percentage depletion allowances
- - credits and other tax benefits


YEAR 2000 READINESS DISCLOSURE
ISSUE
The year 2000 issue results from computer programs and systems that rely on
two digits rather than four to define the applicable year.  Such systems
may treat a date using "00" as the year 1900 rather than the year 2000.  As
a result, computer systems could fail to operate or make miscalculations,
causing disruption of business operations.

Left unrepaired, many of the Company's systems, including information and
computer systems and automated equipment, could be affected by the year
2000 issue.  Failure to adequately address the issue could result in, among
other things, the temporary inability to manufacture products, process
transactions, send invoices, and/or engage in normal business activities.
We do not believe the products we sell require remediation to address the
year 2000 issue since they do not depend on the calendar function in the
electronic components.

                                    15

<PAGE> 16

RESULTS OF OPERATIONS - continued
- ---------------------
YEAR 2000 READINESS DISCLOSURE - continued
GOAL
The Company has a formal program to address and resolve potential exposure
associated with information and non-information technology systems arising
from the year 2000 issue.  Our goal is that none of the Company's critical
business operations or computer processes we share with our suppliers and
customers will be substantially impaired by the advent of the year 2000.

Our program is led by our Year 2000 Program Management Office, which
recommends processes and tools for year 2000 remediation to the Company's
business units and monitors progress.  The Program Management Office
consolidates progress information into monthly status reports for review by
management, the Company's internal auditors and the Board of Directors.
The Audit Committee of the Board of Directors is also given periodic
briefings on progress and plans from the Program Management Office.

YEAR 2000 REMEDIATION PROJECT
We have substantially completed preparation of our critical, date-sensitive
computer systems, processes and interfacing software for the year 2000.
Our preparation included five phases: (1) inventory, (2) planning, (3)
conversion, (4) pre-installation testing and (5) installation.  We measure
progress on remediation projects as a percentage of actual staff hours
expended to staff hours projected.  As of March 31, 1999, our overall
remediation efforts were approximately 98% complete; remediation of
information systems was approximately 99% complete while remediation of non-
information systems (e.g., manufacturing and mechanical systems) was
approximately 96% complete.  We continue to monitor our computer and
software vendors' readiness statements to assure that readiness changes in
their products do not negatively affect our systems.

QUALITY ASSURANCE
In addition to completing our year 2000 remediation project, we are
validating our remediation efforts with post-installation testing of
certain critical computer systems.  We also expect to respond to and
initiate requests to test with certain suppliers, customers and government
agencies after they ready their systems.

CONTINGENCY PLANNING
An ongoing key aspect of the Company's contingency planning for the year
2000 focuses on assessment of the business impact on the Company resulting
from the possible failure of our suppliers to provide needed products and
services.  We are assessing the year 2000 readiness of all our suppliers
who are deemed to be critical to each of our operating locations, even
though the products or services they provide may not be material to the
Company's business as a whole.  We have surveyed over 2,000 suppliers and
rated them low, medium or high risk in their progress toward being ready
for the year 2000.  Critical suppliers rated as high risk are receiving our
immediate attention for contingency planning or other measures such as
identifying additional sources of supply for critical materials.

As of March 31, 1999, we were on schedule with our third party evaluation,
having completed approximately 45% of the projected total effort that we
currently estimate will be needed.  Early in the fourth quarter of 1999, we
plan to have ranked our critical suppliers as low risk, identified
additional sources of supply or developed other contingency plans with
respect to those critical suppliers who are not ranked as low risk.  We
will continue monitoring these suppliers into the year 2000.  In addition,
we are responding to customer inquiries regarding our year 2000 program and
our progress in addressing the issue.  We also expect to evaluate the year
2000 readiness of certain of our largest customers.  We have not determined
the potential costs of business disruptions from supplier or customer non-
performance.

The Company currently has in place operating procedures and business
continuity plans at its operating locations for responding to unusual,
disruptive situations such as power shortages, failures by major suppliers
and natural disasters.  These existing procedures and plans provide a solid
foundation for addressing many year 2000 issues.  As unique risks are
identified and deemed sufficiently likely to occur, we will make necessary
adaptations or additions to our existing procedures and plans.


                                    16


<PAGE> 17

RESULTS OF OPERATIONS - continued
- ---------------------
YEAR 2000 READINESS DISCLOSURE - continued
CONTINGENCY PLANNING - continued
Contingency planning and monitoring to determine realistic year 2000 issues
beyond those already addressed will continue throughout the year.  Several
reasonably likely worst case scenarios involve shortages or unanticipated
outages of energy requirements.  Our operations, particularly in the Base
Materials business, require significant quantities of energy.  Curtailments
or disruptions of energy supplies would result in full or partial shutdowns
of these operations until energy availability could be restored.  In
addition, an unanticipated loss of energy supply could result in damage to
production equipment.  We continue to assess these and other business
disruption risks.

COSTS
The total cost of our Year 2000 remediation project is currently expected
to be approximately $22 million.  As of March 31, 1999, we had incurred
approximately $20 million, which includes labor, equipment and license
costs.  Our cost projections include approximate costs for post-
installation testing and contingency planning.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

WORKING CAPITAL

<TABLE>
<CAPTION>
                                                  March 31   December 31
                                                     1999        1998
                                                -------------------------
<S>                                                 <C>         <C>
Working capital                                      $489        $361
Ratio of current assets to current liabilities      1.4/1       1.3/1
</TABLE>

The increase in working capital was due principally to higher cash and cash
equivalents.  The cash was received from the sale of assets late in the
first quarter of 1999.


OPERATING ACTIVITIES
Cash used in operating activities in the first quarter of 1999 was
supplemented with funds from financing activities.  We used these funds
principally to increase inventories in anticipation of improved shipping
levels in the second quarter of 1999.


INVESTING ACTIVITIES
Capital investments totaled $106 million in the first quarter of 1999.
This amount includes $26 million for operating requirements (replacement
equipment, environmental control projects, etc.).  The remainder was for
strategic projects (performance improvements, investments, etc.)
principally carried forward from 1998, including:

- - expansion of the Worsley Alumina Refinery in Australia
- - modernization of U.S. foil plants
- - acquisition of a producer of flexographic separations and plates for the
  packaging industry in Canada
- - establishment of a foodservice packaging and consumer products subsidiary
  in Brazil
- - expansion of a plant in Europe that will produce composite architectural
  products
- - construction of a new, larger metals distribution center in Seattle to
  replace the current leased facility
- - expansion of a forged wheel plant in Virginia (completed in February
  1999)
- - expansion and modification of an automotive structures plant in Indiana

Capital investments planned for 1999 (approximately $450 million) are
primarily for those strategic projects now under way and continuing
operating requirements.  We expect to fund these capital investments
primarily with cash provided by operating activities.  While the projected
1999 capital investments do not include amounts for acquisitions, we will
evaluate opportunities that arise.  We do have small packaging and consumer
acquisitions in process or under review.

                                    17


<PAGE> 18

LIQUIDITY AND CAPITAL RESOURCES - continued
- -------------------------------
FINANCING ACTIVITIES
The significant financing activities for the first quarter of 1999 were
borrowings of $150 million under our revolving credit facilities (see Note
5).  We used the proceeds to supplement cash used in operating activities.

Early in the second quarter of 1999, we repaid approximately $130 million
of short-term borrowings with available cash.


PORTFOLIO REVIEW
In the first quarter of 1999, we completed the sale of our can stock
complex in Alabama.  With this sale, our restructuring is essentially
complete.


OUTLOOK
Our outlook for the second quarter of 1999 is a significant improvement
from the first quarter.  While we expect pricing pressures to cause results
to be below the second quarter of 1998, the recent strengthening of the
aluminum market should serve to enhance our anticipated performance
improvement. For the year, we expect to benefit from increased sales of our
packaging and consumer products.

                                    18


<PAGE> 19

RISK FACTORS
- ------------
This section should be read in conjunction with Part I, Items 1(Business)
and 7 (Management's Discussion and Analysis of Financial Condition and
Results of Operations) of the Company's 1998 Form 10-K and the preceding
portions of this Item.

This report contains (and oral communications made by or on behalf of the
Company may contain) forecasts, projections, estimates, statements of
management's plans, objectives and strategies for the Company and other
forward-looking statements<FN1>.  The Company's expectations for the future and
related forward-looking statements are based on a number of assumptions and
forecasts, including:

- - world economic growth and other economic indicators (including rates of
  inflation, industrial production, housing starts and light vehicle sales)
- - trends in the Company's key markets
- - global aluminum supply and demand conditions
- - primary aluminum prices

By their nature, forward-looking statements involve risk and uncertainty,
and various factors could cause the Company's actual results to differ
materially from those projected in a forward-looking statement or affect
the extent to which a particular projection is realized.

The Company is cautiously optimistic about the demand for aluminum for 1999.
There are signs that the economies in Asia are beginning to recover.  The
economic situation in South America is also improving.  The Company's 
outlook is for an increase in global primary aluminum consumption for 1999 
of 2%.  If the global economy completes its recovery in 2000 to 2001, 
we expect global aluminum consumption to grow by approximately 5% per year.

Economic and/or market conditions other than those forecasted by the
Company in the preceding paragraph could cause the Company's actual results
to differ materially from those projected in a forward-looking statement or
affect the extent to which a particular projection is realized.  The
Company's outlook for 1999 and beyond could be jeopardized by a further
delay of economic recovery in Asia and Brazil, as well as in other emerging
markets.

The following factors also could affect the Company's results:

- -  Primary aluminum is an internationally traded commodity.  The price of
   primary aluminum is subject to worldwide market forces of supply and
   demand and other influences.  Prices can be volatile.  Because primary
   aluminum makes up a significant portion of the Company's shipments,
   changes in aluminum pricing have a rapid effect on the Company's
   operating results.  The Company's use of contractual arrangements,
   including fixed-price sales contracts, fixed-price supply contracts, and
   forward, futures and option contracts, reduces its exposure to price
   volatility but does not eliminate it.

_______________________
[FN]
<FN1>Forward-looking statements can be identified generally as those containing
words such as "should," "will," "will likely result," "hope," "forecast,"
"outlook," "project," "estimate," "expect," "anticipate," or "plan" and
words of similar effect.
</FN>

                                    19

<PAGE> 20

RISK FACTORS - continued
- ------------
- -  The markets for most aluminum products are highly competitive.  Certain
   of the Company's competitors are larger than the Company in terms of
   total assets and operations and have greater financial resources.
   Certain foreign governments are involved in the operation and/or
   ownership of certain competitors and may be motivated by political as
   well as economic considerations.  In addition, aluminum competes with
   other materials, such as steel, plastics and glass, among others, for
   various applications in the Company's key markets.  Plastic products
   compete with similar products made by the Company's competitors, as well
   as with products made of glass, aluminum, steel, paper, wood and
   ceramics, among others.  Unanticipated actions or developments by or
   affecting the Company's competitors and/or the willingness of customers
   to accept substitutions for the products sold by the Company could affect
   results.

- -  The Company spends substantial capital and operating amounts relating to
   ongoing compliance with environmental laws.  In addition, the Company is
   involved in remedial investigations and actions in connection with past
   disposal of wastes.  Estimating future environmental compliance and
   remediation costs is imprecise due to:
       - continuing evolution of environmental laws and regulatory
          requirements and uncertainties about their application to the 
          Company's operations
       - availability and application of technology
       - identification of currently unknown remediation sites
       - allocation of costs among potentially responsible parties

- -  The Company has investments and activities in various emerging markets,
   including Russia, China, India and Brazil.  While emerging markets offer
   strong growth potential, they also present a higher degree of risk than
   more developed markets.  In addition to the business risks inherent in
   developing and servicing new markets, economic conditions may be more
   volatile, legal systems less developed and predictable, and the
   possibility of various types of adverse government action more
   pronounced.

- -  Unanticipated material legal proceedings or investigations, or the
   disposition of those currently pending against the Company other than as
   anticipated by management and counsel, could affect the Company's
   results.

- -  Changes in the costs of power, resins, caustic soda, green coke and
   other raw materials can affect results.

- -  A number of the Company's operations are cyclical and can be influenced
   by economic conditions.

- -  A failure to complete the Company's major capital projects, such as
   expansion of the Worsley Alumina Refinery, as scheduled and within budget
   or a failure to launch successfully new growth or strategic business
   programs, such as the engine cradle program, could affect the Company's
   results.

- -  The Company's results may be adversely affected if it fails to meet its
   year 2000 readiness goals.  While the Company believes it has prepared
   substantially all of its information and non-information systems for the
   advent of the year 2000, a failure to locate and correct all relevant
   computer codes could result in disruptions of Company operations, some of
   which may be significant.  Also, there can be no guarantee that other
   companies with which the Company does business will be converted on a
   timely basis or their failure to be year 2000 compliant will not have an
   adverse effect on the Company.

- -  A strike at a customer facility or a significant downturn in the
   business of a key customer supplied by the Company could affect the
   Company's results.

                                    20


<PAGE> 21

RISK FACTORS - continued
- ------------
In addition to the factors referred to above, the Company 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.  In general, the Company's expectations for the future are
based on the assumption that conditions relating to costs, currency values,
competition and the legal, regulatory, financial, political and business
environments in the worldwide economies and markets in which the Company
operates will not change significantly overall.



Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Forward, futures, option and swap contracts are designated to manage market
risks resulting from fluctuations in the aluminum, natural gas, foreign
currency and debt markets.  Contracts used to manage risks in these markets
are not material.

                                    21


<PAGE> 22

                  PART II - OTHER INFORMATION

Item 2.  CHANGES IN SECURITIES

     (a)      Recent Sales of Unregistered Securities

     Under the Registrant's Stock Plan for Outside Directors (the
     "Plan"), 113 phantom shares, in the aggregate, were granted to the
     Registrant's nine outside Directors on January 4, 1999, based on
     an average price of $52.5625 per share.  These phantom shares
     represent dividend equivalents paid on phantom shares previously
     granted under the Plan.  506 phantom shares, in the aggregate,
     were granted to the nine outside Directors on March 31, 1999,
     based on an average price of $48.7188 per share.  These phantom
     shares represent a quarterly installment of each outside
     Director's annual grant under the Plan.

     To the extent that these grants constitute sales of equity
     securities, the Registrant issued these phantom shares in reliance
     on the exemption provided by Section 4(2) of the Securities Act of
     1933, as amended, taking into account the nature of the Plan, the
     number of outside Directors participating in the Plan, the
     sophistication of the outside Directors and their access to the
     kind of information that a registration statement would provide.

     A description of the Plan is contained in the Registrant's 1998
     Form 10-K in Part II, Item 5 under the caption "Sale of
     Unregistered Securities."

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

         See Index to Exhibits.

     (b) Reports on Form 8-K

         During the first quarter of 1999, the Registrant filed two
         Current Reports on Form 8-K with the Commission, both of
         which reported matters under Item 5:

               (1)   A Form 8-K dated March 3, 1999, discussing the
               Registrant's expected earnings for the first quarter of
               1999; and
     
               (2)   A Form 8-K dated March 8, 1999, reporting that the
               Registrant's Board of Directors had approved amendments
               to the Registrant's shareholder rights plan.
     
          In addition, on April 1, 1999, the Registrant filed a Current
          Report  on Form 8-K dated March 31, 1999, reporting  that  it
          had  completed  the sale of its Alloys can stock  complex  in
          Alabama and its aluminum extrusion plant in Irurzun, Spain.

                                    22


<PAGE> 23
                           SIGNATURES



      Pursuant to the requirements 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 Allen M. Earehart
     ---------------------------
     Allen M. Earehart
     Senior Vice President, Controller
     (Chief Accounting Officer)



DATE:  May 12, 1999



                                    23


<PAGE> 24
                             INDEX TO EXHIBITS
                                     
                     (Attached herewith is Exhibit 99)
                                     
        EXHIBIT 2     -  None

  *     EXHIBIT 3.1   -  Restated Certificate of Incorporation, 
                         as amended.  (File No. 001-01430,
                         1998 Form 10-K Report, EXHIBIT 3.1)

  *     EXHIBIT 3.2   -  By-laws, as amended.  (File No. 001-01430, 
                         1998 Form 10-K Report, EXHIBIT 3.2)

        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. 001-01430,
                         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. 001-
                         01430, 1991 Form 10-K Report, EXHIBIT 4.4)

  *     EXHIBIT 4.5   -  Rights Agreement dated as of March
                         8, 1999  between Reynolds Metals Company and
                         ChaseMellon Shareholder Services, L.L.C. (File No.
                         001-01430, Form 8-K Report dated March 8, 1999,
                         pertaining to Preferred Stock Purchase Rights,
                         EXHIBIT 4.1)

  *     EXHIBIT 4.6   -  Form of 9-3/8% Debenture due June
                         15, 1999.  (File No. 001-01430, Form 8-K Report
                         dated June 6, 1989, EXHIBIT 4)

  *     EXHIBIT 4.7   -  Form of Fixed Rate Medium-Term
                         Note.  (Registration Statement No. 33-30882 on
                         Form S-3, dated August 31, 1989, EXHIBIT 4.3)

  *     EXHIBIT 4.8   -  Form of Floating Rate Medium-Term
                         Note.  (Registration Statement No. 33-30882 on
                         Form S-3, dated August 31, 1989, EXHIBIT 4.4)

  *     EXHIBIT 4.9   -  Form of Book-Entry Fixed Rate
                         Medium-Term Note.  (File No. 001-01430, 1991 Form
                         10-K Report, EXHIBIT 4.15)

  *     EXHIBIT 4.10  -  Form of Book-Entry Floating Rate
                         Medium-Term Note.  (File No. 001-01430, 1991 Form
                         10-K Report, EXHIBIT 4.16)

  *     EXHIBIT 4.11  -  Form of 9% Debenture due August
                         15, 2003.  (File No. 001-01430, Form 8-K Report
                         dated August 16, 1991, Exhibit 4(a))

  *     EXHIBIT 4.12  -  Articles of Continuance of Societe
                         d'Aluminium Reynolds du Canada, Ltee/Reynolds
                         Aluminum Company of Canada, Ltd. (formerly known
                         as Canadian Reynolds Metals Company, Limited --
                         Societe Canadienne de Metaux Reynolds, Limitee)
                         ("RACC"), as amended.  (File No. 1-1430, 1995 Form
                         10-K Report, EXHIBIT 4.13)

______________________
*  Incorporated by reference.
                                    24


<PAGE> 25

  *     EXHIBIT 4.13  -  By-Laws of RACC, as amended.
                         (File No. 001-01430, Form 10-Q Report for the
                         Quarter Ended March 31, 1997, EXHIBIT 4.14)

  *     EXHIBIT 4.14  -  Articles of Incorporation of
                         Societe Canadienne de Metaux Reynolds,
                         Ltee/Canadian Reynolds Metals Company, Ltd.
                         ("CRM"), as amended.  (File No. 001-01430, Form 10-
                         Q Report for the Quarter Ended September 30, 1997,
                         EXHIBIT 4.15)

  *     EXHIBIT 4.15  -  By-Laws of CRM, as amended.  (File
                         No. 001-01430, Form 10-Q Report for the Quarter
                         Ended September 30, 1997, EXHIBIT 4.16)

  *     EXHIBIT 4.16  -  Indenture dated as of April 1,
                         1993 among RACC, Reynolds Metals Company and The
                         Bank of New York, as Trustee.  (File No. 001-
                         01430, Form 8-K Report dated July 14, 1993,
                         EXHIBIT 4(a))

  *     EXHIBIT 4.17  -  First Supplemental Indenture,
                         dated as of December 18, 1995 among RACC, Reynolds
                         Metals Company, CRM and The Bank of New York, as
                         Trustee.  (File No. 001-01430, 1995 Form 10-K
                         Report, EXHIBIT 4.18)

  *     EXHIBIT 4.18  -  Form of 6-5/8% Guaranteed Amortizing Note 
                         due July 15, 2002.  (File No. 001-
                         01430, Form 8-K Report dated July 14, 1993,
                         EXHIBIT 4(d))

  +*   EXHIBIT 10.1   -  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 10.2   -  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 10.3   -  Reynolds Metals Company
                         Performance Incentive Plan, as amended and
                         restated effective January 1, 1996.  (File No. 001-
                         01430, Form 10-Q Report for the Quarter Ended
                         March 31, 1995, EXHIBIT 10.4)

  +*   EXHIBIT 10.4   -  Agreement dated December 9, 1987
                         between Reynolds Metals Company and Jeremiah J.
                         Sheehan.  (File No. 001-01430, 1987 Form 10-K
                         Report, EXHIBIT 10.9)

  +*   EXHIBIT 10.5   -  Supplemental Death Benefit Plan
                         for Officers.  (File No. 001-01430, 1986 Form 10-K
                         Report, EXHIBIT 10.8)

  +*   EXHIBIT 10.6   -  Financial Counseling Assistance
                         Plan for Officers.  (File No. 001-01430, 1987 Form
                         10-K Report, EXHIBIT 10.11)

  +*   EXHIBIT 10.7   -  Management Incentive Deferral
                         Plan.  (File No. 001-01430, 1987 Form 10-K Report,
                         EXHIBIT 10.12)


_______________________
* 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.

                                    25


<PAGE> 26

  +*   EXHIBIT 10.8    - Deferred Compensation Plan for
                         Outside Directors as Amended and Restated
                         Effective December 1, 1993.  (File No. 001-01430,
                         1993 Form 10-K Report, EXHIBIT 10.12)

  +*   EXHIBIT 10.9   -  Form of Indemnification Agreement
                         for Directors and Officers. (File No. 001-01430,
                         1998 Form 10-K Report, EXHIBIT 10.9)

  +*   EXHIBIT 10.10  -  Form of Executive Severance
                         Agreement as amended between Reynolds Metals
                         Company and key executive personnel, including
                         each of the individuals listed in Item 4A of the
                         1998 Form 10-K Report.  (File No. 001-01430, 1997
                         Form 10-K Report, EXHIBIT 10.10)

  +*   EXHIBIT 10.11  -  Amendment to Reynolds Metals
                         Company 1987 Nonqualified Stock Option Plan
                         effective May 20, 1988.  (File No. 001-01430, Form
                         10-Q Report for the Quarter Ended June 30, 1988,
                         EXHIBIT 19(a))

  +*   EXHIBIT 10.12  -  Amendment to Reynolds Metals
                         Company 1987 Nonqualified Stock Option Plan
                         effective October 21, 1988.  (File No. 001-01430,
                         Form 10-Q Report for the Quarter Ended September
                         30, 1988, EXHIBIT 19(a))

  +*   EXHIBIT 10.13  -  Amendment to Reynolds Metals
                         Company 1987 Nonqualified Stock Option Plan
                         effective January 1, 1987.  (File No. 001-01430,
                         1988 Form 10-K Report, EXHIBIT 10.22)

  +*   EXHIBIT 10.14  -  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. 001-
                         01430, 1989 Form 10-K Report, EXHIBIT 10.24)

  +*   EXHIBIT 10.15  -  Amendment to Reynolds Metals
                         Company 1987 Nonqualified Stock Option Plan
                         effective January 18, 1991.  (File No. 001-01430,
                         1990 Form 10-K Report, EXHIBIT 10.26)

  +*   EXHIBIT 10.16  -  Form of Stock Option Agreement, as
                         approved April 22, 1992 by the Compensation
                         Committee of the Company's Board of Directors.
                         (File No. 001-01430, Form 10-Q Report for the
                         Quarter Ended March 31, 1992, EXHIBIT 28(a))

  +*   EXHIBIT 10.17  -  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 10.18  -  Reynolds Metals Company New
                         Management Incentive Deferral Plan.  (File No. 001-
                         01430, Form 10-Q Report for the Quarter Ended June
                         30, 1994, EXHIBIT 10.30)

_______________________
* 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.

                                    26


<PAGE> 27

  +*   EXHIBIT 10.19  -  Reynolds Metals Company Salary
                         Deferral Plan for Executives.  (File No. 001-
                         01430, Form 10-Q Report for the Quarter Ended June
                         30, 1994, EXHIBIT 10.31)

  +*   EXHIBIT 10.20  -  Reynolds Metals Company
                         Supplemental Long Term Disability Plan for
                         Executives.  (File No. 001-01430, Form 10-Q Report
                         for the Quarter Ended June 30, 1994, EXHIBIT
                         10.32)

  +*   EXHIBIT 10.21  -  Amendment to Reynolds Metals
                         Company 1987 Nonqualified Stock Option Plan
                         effective August 19, 1994.  (File No. 001-01430,
                         Form 10-Q Report for the Quarter Ended September
                         30, 1994, EXHIBIT 10.34)

  +*   EXHIBIT 10.22  -  Amendment to Reynolds Metals
                         Company 1992 Nonqualified Stock Option Plan
                         effective August 19, 1994.  (File No. 001-01430,
                         Form 10-Q Report for the Quarter Ended September
                         30, 1994, EXHIBIT 10.35)

  +*   EXHIBIT 10.23  -  Amendment to Reynolds Metals
                         Company New Management Incentive Deferral Plan
                         effective January 1, 1995.  (File No. 001-01430,
                         1994 Form 10-K Report, EXHIBIT 10.36)

  +*   EXHIBIT 10.24  -  Form of Split Dollar Life
                         Insurance Agreement (Trustee Owner, Trustee Pays
                         Premiums).  (File No. 001-01430, Form 10-Q Report
                         for the Quarter Ended June 30, 1995, EXHIBIT
                         10.34)

  +*   EXHIBIT 10.25  -  Form of Split Dollar Life
                         Insurance Agreement (Trustee Owner, Employee Pays
                         Premium).  (File No. 001-01430, Form 10-Q Report
                         for the Quarter Ended June 30, 1995, EXHIBIT
                         10.35)

  +*   EXHIBIT 10.26  -  Form of Split Dollar Life
                         Insurance Agreement (Employee Owner, Employee Pays
                         Premium).  (File No. 001-01430, Form 10-Q Report
                         for the Quarter Ended June 30, 1995, EXHIBIT
                         10.36)

  +*   EXHIBIT 10.27  -  Form of Split Dollar Life
                         Insurance Agreement (Third Party Owner, Third
                         Party Pays Premiums).  (File No. 001-01430, Form
                         10-Q Report for the Quarter Ended June 30, 1995,
                         EXHIBIT 10.37)

  +*   EXHIBIT 10.28  -  Form of Split Dollar Life
                         Insurance Agreement (Third Party Owner, Employee
                         Pays Premiums).  (File No. 001-01430, Form 10-Q
                         Report for the Quarter Ended June 30, 1995,
                         EXHIBIT 10.38)

  +*   EXHIBIT 10.29  -  Reynolds Metals Company 1996
                         Nonqualified Stock Option Plan.  (Registration
                         Statement No. 333-03947 on Form S-8, dated May 17,
                         1996, EXHIBIT 4.6)

  +*   EXHIBIT 10.30  -  Amendment to Reynolds Metals
                         Company 1992 Nonqualified Stock Option Plan
                         effective January 1, 1993.  (Registration
                         Statement No. 333-03947 on Form S-8, dated May 17,
                         1996, EXHIBIT 99)

____________________________
 * 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.

                                    27


<PAGE> 28

  +*   EXHIBIT 10.31  -  Form of Stock Option Agreement, as
                         approved May 17, 1996 by the Compensation
                         Committee of the Company's Board of Directors.
                         (File No. 001-01430, Form 10-Q Report for the
                         Quarter Ended June 30, 1996, EXHIBIT 10.41)

  +*   EXHIBIT 10.32  -  Form of Three Party Stock Option
                         Agreement, as approved May 17, 1996 by the
                         Compensation Committee of the Company's Board of
                         Directors.  (File No. 001-01430, Form 10-Q Report
                         for the Quarter Ended June 30, 1996, EXHIBIT
                         10.42)

  +*   EXHIBIT 10.33  -  Stock Option Agreement dated
                         August 30, 1996 between Reynolds Metals Company
                         and Jeremiah J. Sheehan.  (File No. 001-01430,
                         Form 10-Q Report for the Quarter Ended September
                         30, 1996, EXHIBIT 10.43)

  +*   EXHIBIT 10.34  -  Amendment to Deferred Compensation
                         Plan for Outside Directors effective August 15,
                         1996.  (File No. 001-01430, Form 10-Q Report for
                         the Quarter Ended September 30, 1996, EXHIBIT
                         10.44)

  +*   EXHIBIT 10.35  -  Amendment to Reynolds Metals
                         Company New Management Incentive Deferral Plan
                         effective January 1, 1996.  (File No. 001-01430,
                         1996 Form 10-K Report, EXHIBIT 10.38)

  +*   EXHIBIT 10.36  -  Amendment to Reynolds Metals
                         Company Performance Incentive Plan effective
                         January 1, 1996. (File No. 001-01430, 1996 Form 10-
                         K Report, EXHIBIT 10.39)

  +*   EXHIBIT 10.37  -  Reynolds Metals Company
                         Supplemental Incentive Plan. (File No. 001-01430,
                         1996 Form 10-K Report, EXHIBIT 10.40)

  +*   EXHIBIT 10.38  -  Reynolds Metals Company Stock Plan
                         for Outside Directors. (File No. 001-01430, 1996
                         Form 10-K Report, EXHIBIT 10.41)

  +*   EXHIBIT 10.39  -  Special Executive Severance
                         Package for Certain Employees who Terminate
                         Employment between January 1, 1997 and June 30,
                         1999, (or, if earlier, the date of completion of
                         employment related actions related to the
                         Company's portfolio review process, as designated
                         by the Company's Chief Executive Officer),
                         approved by the Compensation Committee of the
                         Company's Board of Directors on January 17, 1997
                         and extended on May 15, 1998. (File No. 001-01430,
                         1996 Form 10-K Report, EXHIBIT 10.42)

  +*   EXHIBIT 10.40  -  Special Award Program for Certain
                         Executives or Key Employees, as approved by the
                         Compensation Committee of the Company's Board of
                         Directors on January 17, 1997.  (File No. 001-
                         01430, 1996 Form 10-K Report, EXHIBIT 10.43)

____________________________
*  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.

                                    28


<PAGE> 29

  +*   EXHIBIT 10.41  -  Amendment to Reynolds Metals
                         Company 1996 Nonqualified Stock Option Plan
                         effective December 1, 1997.  (File No. 001-01430,
                         1997 Form 10-K Report, EXHIBIT 10.41)

  +*   EXHIBIT 10.42  -  Amendment to Reynolds Metals
                         Company Restricted Stock Plan for Outside
                         Directors effective December 1, 1997.  (File No.
                         001-01430, 1997 Form 10-K Report, EXHIBIT 10.42)

  +*   EXHIBIT 10.43  -  Reynolds Metals Company Long-Term
                         Performance Share Plan.  (File No. 001-01430, Form
                         10-Q Report for the Quarter Ended June 30, 1998,
                         EXHIBIT 10.43)

   *   EXHIBIT 10.44 -   Asset Purchase Agreement by and
                         among Ball Corporation, Ball Metal Beverage
                         Container Corp. and Reynolds Metals Company dated
                         as of April 22, 1998.  (File No. 001-01430, Form
                         10-Q Report for the Quarter Ended June 30, 1998,
                         EXHIBIT 2)

  +*   EXHIBIT 10.45  -  Amendment to Reynolds Metals
                         Company Restricted Stock Plan for Outside
                         Directors effective January 1, 1999.  (File No.
                         001-01430, 1998 Form 10-K Report, EXHIBIT 10.45)

  +*   EXHIBIT 10.46  -  Amendment to Reynolds Metals
                         Company Stock Plan for Outside Directors effective
                         January 1, 1999.  (File No. 001-01430, 1998 Form
                         10-K Report, EXHIBIT 10.46)

       EXHIBIT 11     -  Omitted; see Part I, Item 1 for
                         computation of earnings per share.

       EXHIBIT 15     -  None

       EXHIBIT 18     -  None

       EXHIBIT 19     -  None

       EXHIBIT 22     -  None

       EXHIBIT 23     -  None

       EXHIBIT 24     -  None

       EXHIBIT 27     -  Financial Data Schedule

       EXHIBIT 99     -  Description of Reynolds Metals
                         Company Capital Stock

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

____________________________
*  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.

                                    29




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from the Reynolds Metals
Company Condensed Balance Sheet (Unaudited) for March 31, 1999 and Consolidated
Statement of Income (Unaudited) for the Quarter ended March 31, 1999 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                             191
<SECURITIES>                                         0
<RECEIVABLES>                                      856<F1>
<ALLOWANCES>                                        10
<INVENTORY>                                        545
<CURRENT-ASSETS>                                  1700
<PP&E>                                            4271
<DEPRECIATION>                                    2271
<TOTAL-ASSETS>                                    6107
<CURRENT-LIABILITIES>                             1211
<BONDS>                                           1123
                                0
                                          0
<COMMON>                                          1533
<OTHER-SE>                                         609
<TOTAL-LIABILITY-AND-EQUITY>                      6107
<SALES>                                           1068
<TOTAL-REVENUES>                                  1068
<CGS>                                              925
<TOTAL-COSTS>                                      925
<OTHER-EXPENSES>                                    57
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  20
<INCOME-PRETAX>                                   (16)
<INCOME-TAX>                                       (6)
<INCOME-CONTINUING>                               (10)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      (10)
<EPS-PRIMARY>                                    (.15)
<EPS-DILUTED>                                    (.15)
<FN>
<F1>This amount represents total receivables, since trade receivables are not
broken out separately at interim dates, in accordance with S-X 10-01(2).
</FN>
        

</TABLE>



                                                       Exhibit 99
                                
      DESCRIPTION OF REYNOLDS METALS COMPANY CAPITAL STOCK

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

     As of April 30, 1999, there were issued, outstanding and
entitled to vote 64,507,259 shares of Common Stock.  No shares of
Preferred Stock or Second Preferred Stock are currently
outstanding, although the Board of Directors has adopted
resolutions authorizing the issuance of up to 2,000,000 shares of
a Series A Junior Participating Preferred Stock, without par
value, issuable upon the occurrence of certain events as
described below in the section entitled "Common Stock - Preferred
Stock Purchase Rights."

COMMON STOCK

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

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

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

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

     TRANSFER AGENT AND REGISTRAR.  The transfer agent and
registrar for the Common Stock is ChaseMellon Shareholder
Services, L.L.C., 450 West 33rd Street, 15th Floor, New York, New
York  10001.

     PREFERRED STOCK PURCHASE RIGHTS.  On November 21, 1997, the
Board of Directors of the Company declared a dividend
distribution of one Preferred Stock Purchase Right (individually
a "Right", and collectively the "Rights") for each outstanding
share of Common Stock to stockholders of record at the close of
business on December 1, 1997.  The description and terms of the
Rights are set forth in an Amended and Restated Rights Agreement,
dated as of March 8, 1999 (the "Rights Agreement"), between the
Company and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent.

     The Rights are exercisable only if a person or group buys
15% or more of the Company's Common Stock, or announces a tender
offer for 15% or more of the outstanding Common Stock.  Each
Right will entitle a holder to buy one-hundredth of a share of
the Company's Series A Junior Participating Preferred Stock at an
exercise price of $300, subject to adjustment in certain
circumstances.

     If a person or group acquires 15% or more of the Common
Stock, each Right would permit its holder to buy Common Stock
having a market value equal to two times the exercise price of
the Right.  In addition, if at any time after the Rights become
exercisable, the Company is acquired in a merger, or if there is
a sale or transfer of 50% or more of its assets or earning power,
each Right would permit its holder to buy common stock of the
acquiring company having a market value equal to two times the
exercise price of the Right.

     The Rights, which do not have voting privileges, expire on
December 1, 2007.  The Board of Directors of the Company may
redeem the Rights before expiration, under certain circumstances,
for $0.01 per Right (the "Redemption Price").

     For so long as the Rights are redeemable, the Rights
Agreement may be amended from time to time by the Company in its
sole discretion.  After the Rights have ceased to be redeemable,
the Company may not adopt any amendment that adversely affects
the interests of any holder of a Right, cause the Rights
Agreement to be amendable other than in accordance with this
sentence, or cause the Rights again to become redeemable.
Notwithstanding the foregoing, the Company may not under any
circumstances change the Redemption Price of the Rights.

DELAWARE GENERAL CORPORATION LAW SECTION 203

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




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