EXHIBIT 10.39
                     REYNOLDS METALS COMPANY
                   PERFORMANCE INCENTIVE PLAN
                                
                                

          The Reynolds Metals Company Performance Incentive Plan
is hereby amended effective January 1, 1996, by adding a new
Paragraph 11 to read as follows:

     11.  SPECIAL PROVISIONS FOR TOP EXECUTIVES
     
          Anything herein to the contrary notwithstanding,
     effective with the 1996 calendar year, the following
     provisions shall apply each calendar year to awards to
     participants who are designated by the Committee as "Top
     Executives" for that calendar year.  Top Executives shall be
     eligible for awards only under this Paragraph 11.
     
               (a)  The provisions of this Paragraph 11,
          including the designation of Top Executives each year,
          shall be administered solely by those members of the
          Committee (at least two) who are "outside directors"
          for purposes of Section 162(m) of the Internal Revenue
          Code of 1986, as amended (the "Code").  For the Top
          Executives, the Plan shall be administered in a manner
          consistent with the performance-based compensation
          requirements of Section 162(m)(4) of the Code.
          
               (b)  No later than ninety days after the beginning
          of each calendar year, the Committee shall establish in
          writing (i) one or more Performance Goals (as defined
          below) that must be reached in order for a Top
          Executive to receive an award under the Plan for the
          calendar year and (ii) the amount of the award to be
          paid upon attainment of these goals.  The Committee
          shall have the discretion later to revise the amount to
          be paid upon the attainment of these goals solely for
          the purpose of reducing or eliminating the amount of
          the award otherwise payable upon attainment of these
          goals.
          
               (c)  In establishing Performance Goals, the
          Committee shall establish both the minimum Performance
          Goal(s) (the "Minimum Goals") that must be reached in
          order for the Top Executive to receive any award for
          the calendar year and the maximum Performance Goal(s)
          (the "Maximum Goals") that must be reached in order for
          the Top Executive to receive the maximum award for the
          calendar year.  Between the Minimum Goals and the
          Maximum Goals, the Committee may establish a range of
          intermediate Performance Goals with a corresponding
          range of awards between the minimum and maximum award
          opportunity.  In no event may a Top Executive's maximum
          award hereunder for any calendar year exceed
          $2,500,000.
          
               (d)  A "Performance Goal" is an objective
          performance goal established in writing by the
          Committee; it may be based on net earnings, stock
          price, profit before taxes, return on equity, return on
          capital, return on assets, total return to
          shareholders, earnings per share, or debt rating.
          Performance Goals may be absolute in their terms or
          measured against or in relationship to other companies
          comparably or otherwise situated.  Performance Goals
          may be particular to a Top Executive or the division,
          department, branch, line of business, subsidiary or
          other unit in which the Top Executive works or with
          respect to which the Top Executive has responsibility
          and\or may be based on the performance of the Company
          generally.  Performance Goals may vary from Top
          Executive to Top Executive and from calendar year to
          calendar year.
          
               (e)  The amount payable to a Top Executive shall
          be based upon the achievement of the Performance Goals,
          as certified in writing by the Committee after the end
          of each calendar year.  If the Committee believes that
          factors outside the Performance Goals should also be
          taken into account in determining the amount of the
          award, the Committee shall have the discretion to
          reduce, but not increase, the amount payable to a Top
          Executive based on these outside factors.  No payment
          shall be made unless the Minimum Goals are achieved.
          
               (f)  Awards under this Paragraph 11 shall be paid
          out in accordance with the provisions of Paragraph 8.


          Executed and adopted as of January 1, 1996, pursuant to
action taken by the Board of Directors of Reynolds Metals Company
and approved by the Stockholders of Reynolds Metals Company at
the 1996 Annual Meeting.

                              REYNOLDS METALS COMPANY





                              By: F. Robert Newman
                                  Vice President, Human Resources

F:\LJA\EXECCOMP\PIP\162MAM11.996