SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 001-01430
A. Full title of the plan:
REYNOLDS METALS COMPANY
SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
B. Name of issuer of the securities held
pursuant to the plan and the address of
its principal executive office:
REYNOLDS METALS COMPANY
6601 West Broad Street
P. O. Box 27003
Richmond, Virginia 23261-7003
<PAGE> 2
REQUIRED INFORMATION
FINANCIAL STATEMENTS, SUPPLEMENTAL SCHEDULE AND EXHIBITS
FINANCIAL STATEMENTS
Page No.
--------
Report of Ernst & Young LLP, Independent Auditors......... F-1
Audited Financial Statements
Statements of Net Assets Available for
Plan Benefits, with Fund Information................... F-2
Statement of Changes in Net Assets Available
for Plan Benefits, with Fund Information............... F-4
Notes to Financial Statements............................ F-5
Supplemental Schedule..................................... F-13
Line 27b-Schedule of Loans or Fixed Income Obligations... F-14
EXHIBITS
Exhibit A Consent of Ernst & Young LLP, Independent Auditors
- 2 -
<PAGE> 3
SIGNATURES
The Plan. Pursuant to the requirements of the
Securities Exchange Act of 1934, Reynolds Metals Company, which
administers the Plan, has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
REYNOLDS METALS COMPANY
SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
By: /s/ F. Robert Newman
-----------------------------
F. Robert Newman
Vice President, Human Resources
Reynolds Metals Company and
Member, Savings and Investment Plan
Committee
DATE: June 23, 1999
- 3 -
<PAGE> F-1
Report of Ernst & Young LLP, Independent Auditors
Board of Directors
Reynolds Metals Company
We have audited the accompanying statements of net assets
available for plan benefits of the Reynolds Metals Company
Savings and Investment Plan for Salaried Employees as of
December 31, 1998 and 1997, and the related statement of
changes in net assets available for plan benefits for the
year ended December 31, 1998. These financial statements are
the responsibility of the management of Reynolds Metals
Company, the Plan's sponsor. Our responsibility is to
express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits of the Plan at December 31, 1998
and 1997, and the changes in its net assets available for
plan benefits for the year ended December 31, 1998, in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an
opinion on the financial statements taken as a whole. The
accompanying supplemental schedule of loans as of December
31, 1998, is presented for the purpose of additional
analysis and is not a required part of the financial
statements but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security
Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The Fund
Information in the statements of net assets available for
plan benefits and the statement of changes in net assets
available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets
available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental
schedule and Fund Information have been subjected to
auditing procedures applied in our audits of the financial
statements and, in our opinion, are fairly stated in all
material respects in relation to the financial statements
taken as a whole.
Richmond, Virginia
June 18, 1999
F-1
<PAGE> F-2
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 1998
(Dollars in Thousands)
<TABLE>
<CAPTION>
Fund Information
-----------------------------------------------------------------
Non-
Parti-
cipant
Participant Directed Directed
-----------------------------------------------------------------
Small
Capi-
Inter- tali-
Diver- Bal- nation- za-
Rey- sified anced Inter- al tion Rey-
nolds Equi- Invest- est Equi- Equi- nolds
Stock ties ment Income ties ties Loan Stock
Fund Fund Fund Fund Fund Fund Fund Fund Total
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Invest-
ment
in
Master
Trust $60,668 $117,683 $35,250 $91,397 $8,564 $17,133 $8,176 $86,684 $425,555
Accrued
income 236 - - - - - - 568 804
Contri-
butions
receiv-
able 492 286 70 - 12 67 - 473 1,400
-----------------------------------------------------------------------
Total
assets 61,396 117,969 35,320 91,397 8,576 17,200 8,176 87,725 427,759
LIABILITIES
Accrued
expenses - - - 130 - - - - 130
-----------------------------------------------------------------------
Net
assets
avail-
able for
plan
bene-
fits $61,396 $117,969 $35,320 $91,267 $8,576 $17,200 $8,176 $87,725 $427,629
=======================================================================
See accompanying notes.
</TABLE>
F-2
<PAGE> F-3
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 1997
(Dollars in Thousands)
<TABLE>
<CAPTION>
Fund Information
-----------------------------------------------------------------
Non-
Parti-
cipant
Participant Directed Directed
-----------------------------------------------------------------
Small
Capi-
Inter- tali-
Diver- Bal- nation- za-
Rey- sified anced Inter- al tion Rey-
nolds Equi- Invest- est Equi- Equi- nolds
Stock ties ment Income ties ties Loan Stock
Fund Fund Fund Fund Fund Fund Fund Fund Total
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Invest-
ment
in
Master
Trust $76,209 $95,078 $33,492 $92,267 $8,097 $23,919 $10,405 $106,153 $445,620
Accrued
income 431 - - - - - - 601 1,032
Contri-
butions
receiv-
able 208 62 126 260 54 11 - 355 1,076
-------------------------------------------------------------------------
Net
assets
avail-
able for
plan
bene-
fits $76,848 $95,140 $33,618 $92,527 $8,151 $23,930 $10,405 $107,109 $447,728
=========================================================================
See accompanying notes.
</TABLE>
F-3
<PAGE> F-4
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Statement of Changes in Net Assets Available for Plan Benefits, with Fund
Information
Year Ended December 31, 1998
(Dollars in Thousands)
<TABLE>
<CAPTION>
Fund Information
-------------------------------------------------------------
Non-
Parti-
cipant
Participant Directed Directed
-------------------------------------------------------------
Small
Capi-
Inter- tali-
Diver- Bal- nation- za-
Rey- sified anced Inter- al tion Rey-
nolds Equi- Invest- est Equi- Equi- nolds
Stock ties ment Income ties ties Loan Stock
Fund Fund Fund Fund Fund Fund Fund Fund Total
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions
to net
assets:
Net
invest-
ment
gain
(loss)
from
Master
Trust $(5,897) $26,267 $3,957 $5,550 $1,185 $(2,793) $ 813 $(10,324) $18,758
Contri-
butions:
Employ-
er - - - - - - - 6,164 6,164
Employ-
ee 2,994 7,096 2,940 3,503 951 2,503 - - 19,987
-------------------------------------------------------------------------
2,994 7,096 2,940 3,503 951 2,503 - 6,164 26,151
Assets
re-
ceived
from
other
plans - 354 116 565 26 115 123 - 1,299
-------------------------------------------------------------------------
Total
Addi-
tions (2,903) 33,717 7,013 9,618 2,162 (175) 936 (4,160) 46,208
Deductions
from net
assets:
With-
drawals
by par-
tici-
pants 8,032 14,790 4,671 18,413 926 2,181 1,552 15,724 66,289
Assets
trans-
ferred
to
other
plans 5 - - - - - - 13 18
-------------------------------------------------------------------------
Total
Deduc-
tions 8,037 14,790 4,671 18,413 926 2,181 1,552 15,737 66,307
Inter-
fund
trans-
fers (4,512) 3,902 (640) 7,535 (811) (4,374) (1,613) 513 -
-------------------------------------------------------------------------
Net
in-
crease
(de-
crease)(15,452) 22,829 1,702 (1,260) 425 (6,730) (2,229) (19,384) (20,099)
Net assets
available
for plan
benefits:
Beginn-
ing of
year 76,848 95,140 33,618 92,527 8,151 23,930 10,405 107,109 447,728
-------------------------------------------------------------------------
End of
year $61,396 $117,969 $35,320 $91,267 $8,576 $17,200 $8,176 $ 87,725 $427,629
=========================================================================
See accompanying notes.
</TABLE>
F-4
<PAGE> F-5
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements
(Dollars in Thousands)
1. Significant Accounting Policies
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could
differ from those estimates.
The accounting records of the Reynolds Metals Company
Savings and Investment Plan for Salaried Employees ("Plan")
are maintained on the accrual basis. All securities
transactions are recorded as of the trade date.
Investments in Reynolds Metals Company Common Stock (stated
at fair value) are valued at the last reported sales price
on the last business day of the year. Investments in mutual
funds are measured by quoted market prices and are reported
at aggregate fair value at year-end. Guaranteed investment
contracts with insurance companies are reported at "contract
value," which equals cost plus accrued income. Structured
investment contracts are reported at fair value, which in
the case of such contracts equals contract value.
2. Summary of Significant Plan Provisions
Reynolds Metals Company (the "Company") established the Plan
effective July 1, 1978, covering salaried employees of the
Company and certain of its subsidiaries and affiliates. The
Plan is a defined contribution plan under the Employee
Retirement Income Security Act of 1974 ("ERISA") and
qualifies as a "cash or deferred" arrangement under Section
401(k) of the Internal Revenue Code. A complete description
of the Plan is contained in the Summary Plan Description and
in the Plan document, copies of which are available from the
Company.
Plan participation is available to eligible employees who
have completed 30 days of service and is voluntary. A
participant is entitled to make payroll contributions to the
Plan in specified amounts ranging from 1% to 16% of
compensation in 1% increments.
F-5
<PAGE> F-6
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements (continued)
2. Summary of Significant Plan Provisions (continued)
The Company contributes an amount equal to 50% of each
participating employee's payroll contributions up to 6% of
compensation. The Company may also contribute up to an
additional 50% of each participating employee's payroll
contributions up to 6% of compensation. The Company did not
elect to make an additional matching contribution for 1998
or 1997.
Participants may contribute 1% to 16% (in 1% increments) of
any profit sharing award or gainsharing payment received.
Such contributions are not matched by the Company.
Participants may elect to make their contributions on a
before or after tax basis or a combination thereof. Company
matching contributions are made on a "pretax" basis. Highly
compensated participants may be required to reduce the
amount of "pretax" contributions made to or held by the Plan
on their behalf to permit the Plan to satisfy the
nondiscrimination requirements of Section 401(k) of the
Internal Revenue Code.
Participants in the Plan are fully vested in their account
balances. Withdrawals and distributions are handled in
accordance with the Plan provisions and are subject to
certain regulatory restrictions. The trustee holds all of
the Plan's investment assets and executes transactions
therein.
Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject
to the provisions of ERISA.
The Company is the Plan administrator and bears the related
costs, except for investment related and trustee fees, which
are paid by the Plan.
3. Commingled Master Trust Investments
All of the investments of the Plan as of December 31, 1998
and 1997 were held in a Master Trust under a Master Trust
Agreement between Reynolds Metals Company and The Northern
Trust Company, as trustee, and are commingled with the
assets of three other savings plans of the Company and one
of its subsidiaries. Net assets and net investment gains
(losses) from the Master Trust are allocated to
participating plans based on the aggregate account balances
of individual participants in each plan.
F-6
<PAGE> F-7
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
Substantially all of the assets held in the Diversified
Equities Fund and the Balanced Investment Fund are invested
in the Vanguard Institutional Index Fund and the Vanguard
STAR Fund, respectively. These are no-load mutual funds held
and managed by The Vanguard Group of Investment Companies.
Substantially all of the assets held in the International
Equities Fund and the Small Capitalization Equities Fund are
invested in the T. Rowe Price Foreign Equity Fund and the T.
Rowe Price Small-Cap Value Fund, respectively. These are
no-load mutual funds held and managed by T. Rowe Price
Associates, Inc.
The assets held in the Interest Income Fund generally are
invested in guaranteed investment contracts ("GICs") at a
fixed rate of return and structured investment contracts
("SICs") with various insurance companies and banks. SICs
represent a diversified portfolio of high grade investments
held in the name of the Plan in conjunction with a
corresponding contract with the issuer of the SIC to provide
a fixed or variable rate of return (based on the investment
experience and reset quarterly) on the cost of the
investment. GICs and SICs generally provide for the full
repayment of principal and interest. Upon the occurrence of
certain events (including layoffs by the Company or its
applicable affiliates), however, market value of the GIC or
SIC, if lower than its book value, may be repaid (a "Market
Value Adjustment"). Currently, in the opinion of the
Company, the likelihood of a material loss to the Plan as a
result of such a Market Value Adjustment is remote. Interest
is credited to participants' accounts on the dollar-weighted
average (blended rate) basis. The annual rate of return on
these contracts during 1998 and 1997 was approximately 6.3%
and 6.3%, respectively. The current yield on December 31,
1998 was 6.3% (6.4% on December 31, 1997). The fair value of
the Plan's GICs approximates contract value.
No individual SIC or GIC exceeded 5% of the Master Trust's
assets, except for a SIC with Transamerica Life with a
balance of approximately $41,000 at December 31, 1998
($39,000 at December 31, 1997).
Cash and cash equivalents of the Master Trust are invested
in a short-term investment fund managed by The Northern
Trust Company.
F-7
<PAGE> F-8
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
In April 1991, Executive Life Insurance Company ("Executive
Life"), the issuer of one of the guaranteed investment
contracts then held by the Plan, was placed into
conservatorship. The Company and the Plan entered into an
agreement on August 1, 1991, whereby the Company was
obligated to provide interest-free loans to the Plan for any
amounts due under the guaranteed investment contract which
Executive Life failed to pay. As of December 31, 1998, the
Company had advanced to the Plan all amounts due under this
contract. The Plan is obligated to repay the loans to the
extent amounts are subsequently recovered from, or on behalf
of, Executive Life, and any remaining balance will be
forgiven by the Company. As of December 31, 1998, no
additional recoveries from Executive Life are expected.
During 1998 and 1997, certain assets of the Plan were
transferred into other plans and from other plans of the
Company as a result of employee transfers. There was no
effect on any participant's accounts as a result of the
transfers.
F-8
<PAGE> F-9
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
Summarized financial fund information of the commingled
accounts within the Master Trust is presented below:
<TABLE>
<CAPTION>
Small
Capi-
Inter- tali-
Diver- Bal- nation- za-
Rey- sified anced Inter- al tion
nolds Equi- Invest- est Equi- Equi-
Stock ties ment Income ties ties Loan
Fund Fund Fund Fund Fund Fund Fund Total
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MASTER
TRUST
NET
ASSETS-
1998
ASSETS
Accrued
income $ 854 $ 854
Cash
and
cash
equiva-
lents 2,398 $59,906 62,304
Contri-
butions
receiv-
able 1,021 $ 527 $ 135 292 $ 25 $ 124 2,124
Invest-
ments:
Common
stock 152,493 - - - - - 152,493
Invest-
ments
contracts - - - 168,462 - - 168,462
Mutual
funds - 166,851 49,190 - 10,833 24,101 250,975
Loans
to par-
tici-
pants - - - - - - $16,812 16,812
--------------------------------------------------------------------
Total
assets 156,766 167,378 49,325 228,660 10,858 24,225 16,812 654,024
LIABILITIES
Accrued
expenses - - - 326 - - - 326
--------------------------------------------------------------------
Master
Trust
net
assets $156,766 $167,378 $49,325 $228,334 $10,858 $24,225 $16,812 $653,698
====================================================================
Portion
of Master
Trust al-
locable
to the
Plan
$149,121 $117,969 $35,320 $ 91,267 $ 8,576 $17,200 $ 8,176 $427,629
Percent 95% 70% 71% 40% 79% 71% 49% 65%
</TABLE>
F-9
<PAGE> F-10
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
<TABLE>
<CAPTION>
Small
Capi-
Inter- tali-
Diver- Bal- nation- za-
Rey- sified anced Inter- al tion
nolds Equi- Invest- est Equi- Equi-
Stock ties ment Income ties ties Loan
Fund Fund Fund Fund Fund Fund Fund Total
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MASTER
TRUST
NET
ASSETS
-1997
ASSETS
Accrued
income $ 1,082 $ 1,082
Cash and
cash
equiva-
lents 2,247 $ 47 $ 11 $40,726 $ 6 $ 25 43,062
Contribu-
tions re-
ceivable 598 195 215 671 79 56 $ 13 1,827
Investments:
Common
stock 189,068 - - - - - - 189,068
Invest-
ments
contracts - - - 195,952 - - - 195,952
Mutual
funds - 131,723 46,727 - 10,219 34,639 - 223,308
Loans to
partici-
pants - - - - - - 19,962 19,962
Master
Trust
net
assets $192,995 $131,965 $46,953 $237,349 $10,304 $34,720 19,975 674,261
======================================================================
Portion
of Master
Trust
allocable
to the
Plan $183,957 $ 95,140 $33,618 $ 92,527 $ 8,151 $23,930 $10,405 $447,728
Percent 95% 72% 72% 39% 79% 69% 52% 66%
</TABLE>
F-10
<PAGE> F-11
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
<TABLE>
<CAPTION>
Small
Capi-
Inter- tali-
Diver- Bal- nation- za-
Rey- sified anced Inter- al tion
nolds Equi- Invest- est Equi- Equi-
Stock ties ment Income ties ties Loan
Fund Fund Fund Fund Fund Fund Fund Total
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CHANGES IN
MASTER
TRUST NET
ASSETS-
1998
Additions:
Contribu-
tions from
plans $ 10,304 $ 14,637 $ 5,513 $22,443 $ 1,635 $ 4,890 $59,422
Net rea-
lized and
unrealized
apprecia-
tion (depre-
ciation) of
invest-
ments (21,074) 34,080 3,896 - 1,237 (4,655) 13,484
Interest
and divi-
dends 4,201 2,129 1,533 14,282 228 403 $1,577 24,353
--------------------------------------------------------------------
(6,569) 50,846 10,942 36,725 3,100 638 1,577 97,259
--------------------------------------------------------------------
Deductions:
Distribu-
tions to
plans 25,115 22,837 7,644 53,358 1,297 3,760 3,811 117,822
Admini-
strative
expenses - - - - - - - -
--------------------------------------------------------------------
25,115 22,837 7,644 53,358 1,297 3,760 3,811 117,822
Inter-
fund
transfers
-net (4,545) 7,404 (926) 7,618 (1,249) (7,373) (929) -
--------------------------------------------------------------------
Net addi-
tions (de-
ductions) (36,229) 35,413 2,372 (9,015) 554 (10,495) (3,163) (20,563)
Master
Trust
net assets
at beginn-
ing of
period 192,995 131,965 46,953 237,349 10,304 34,720 19,975 674,261
Master
Trust
net
assets
at end of
period $156,766 $167,378 $49,325 $228,334 $10,858 $24,225 $16,812 $653,698
===================================================================
</TABLE>
F-11
<PAGE> F-12
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements (continued)
4. Differences Between Financial Statements and Form 5500
The following is a reconciliation of net assets available
for plan benefits per the financial statements to the Form
5500:
<TABLE>
<CAPTION>
December 31,
1998 1997
--------------------
<S> <C> <C>
Net assets available for plan benefits per the
financial statements $427,629 $447,728
Amounts allocated to withdrawn participants - (870)
--------------------
Net assets available for plan benefits per the
Form 5500 $427,629 $446,858
====================
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year ended
December 31,
1998
------------
<S> <C>
Benefits paid to participants per the financial statements $66,289
Add: Amounts allocated on Form 5500 to withdrawn
participants in the current year -
Less: Amounts allocated on Form 5500 to withdrawn
participants in the prior year (870)
------------
Benefits paid to participants per the Form 5500 $65,419
============
</TABLE>
5. Income Tax Status
The Plan has received a determination letter from the
Internal Revenue Service dated February 20, 1996, stating
that the Plan is qualified under Section 401(a) of the
Internal Revenue Code (the "Code") and, therefore, the
related trust is exempt from taxation. Once qualified, the
Plan is required to operate in conformity with the Code to
maintain its qualification. The Company has indicated that
it will take the necessary steps, if any, to maintain the
Plan's qualified status.
F-12
<PAGE> F-13
Supplemental Schedule
F-13
<PAGE> F-14
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Line 27b - Schedule of Loans or Fixed Income Obligations
As of December 31, 1998
<TABLE>
<CAPTION>
Detailed descrip-
tion of loan
including dates of
making and maturity,
Amount received interest rate, the
during type and value of Amount
reporting year collateral, any re- overdue
--------------- negotiation of the ---------------
Original Unpaid loan and the terms
Identity Amount Balance of the renegotia-
of of Prin- Inter- at end tion, and other Prin-
Obligor Loan cipal est of year material items cipal Interest
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
* Steele, $12,000 $ 631 $244 $ 8,689 Date of making $1,554 $ 490
George 8/1/96, 9.25%,
matures 8/31/01,
collateralized by
participant's account,
no terms renegotiated
* Searcy, 25,000 2,597 548 10,124 Date of making 2,710 418
Charles 3/23/95, 9.50%,
matures 3/31/00,
collateralized by
participant 's
account, no terms
renegotiated
* Burks, 16,000 1,313 522 11,585 Date of making 1,520 504
Lawrence 9/19/96, 9.25%,
matures 10/31/01,
collateralized by
participant's account,
no terms renegotiated
* Hsu, 50,000 - - 29,891 Date of making 4,644 2,077
George 4/30/92, 7.50%,
matures 5/29/03,
collateralized by
participant's account,
no terms renegotiated
* A party-in-interest as defined by ERISA.
</TABLE>
F-14
<PAGE>
INDEX TO EXHIBITS
Exhibit A Consent of Ernst & Young LLP, Independent Auditors
<PAGE>
EXHIBIT A
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-20498) pertaining to the Reynolds
Metals Company Savings and Investment Plan for Salaried Employees
and in the related Prospectus of our report dated June 18, 1999,
with respect to the financial statements and schedule of the
Reynolds Metals Company Savings and Investment Plan for Salaried
Employees included in this Annual Report (Form 11-K) for the year
ended December 31, 1998.
/s/ Ernst & Young LLP
Richmond, Virginia
June 18, 1999
