SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


                          FORM 10-K/A


                        AMENDMENT NO. 1
                               TO


                           FORM 10-K


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



          For the fiscal year ended December 31, 1997


                 Commission File Number 1-1430


                    REYNOLDS METALS COMPANY

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

<PAGE>   2
                             PART II
                                
Item 7A.  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.

                             PART IV


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

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

       (1)    Consolidated Financial Statements:            Previously
                                                            filed

              Consolidated statement of income and retained 
              earnings - Years ended December 31, 1997, 
              1996 and 1995.

              Consolidated balance sheet - December 31, 
              1997 and 1996.

              Consolidated statement of cash flows - Years 
              ended December 31, 1997, 1996 and 1995.

              Consolidated statement of changes in 
              stockholders' equity - Years ended 
              December 31, 1997, 1996 and 1995.

              Notes to consolidated financial statements.

              Report of Ernst & Young LLP, Independent Auditors.

         (2)  Financial Statement Schedules

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

              This report omits individual financial statements of
              Reynolds Metals Company because the restricted net
              assets (as defined in Accounting Series Release 302) of
              all subsidiaries included in the consolidated financial
              statements filed, in the aggregate, do not exceed 25%
              of the consolidated net assets shown in the
              consolidated balance sheet as of December 31, 1997.

              This report omits financial statements of all
              associated companies (20% to 50% owned) because no
              associated company is individually significant.

         (3)  Exhibits

              EXHIBIT 2     - None.

         <F1> EXHIBIT 3.1   - Restated Certificate of Incorporation,
                              as amended.

[FN]
_______________________
<F1>Previously filed.
</FN>

<PAGE>   3
         <F1> EXHIBIT 3.2   - By-laws, as amended.

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

              EXHIBIT 4.2   - By-Laws.  See EXHIBIT 3.2.

         <F2> EXHIBIT 4.3   - Indenture dated as of April 1, 1989 (the
                              "Indenture") between Reynolds Metals
                              Company and The Bank of New York, as
                              Trustee, relating to Debt Securities.
                              (File No. 1-1430, Form 10-Q Report for
                              the Quarter Ended March 31, 1989,
                              EXHIBIT 4(c))

         <F2> EXHIBIT 4.4   - Amendment No. 1 dated as of November 1,
                              1991 to the Indenture.  (File No. 1-
                              1430, 1991 Form 10-K Report, EXHIBIT
                              4.4)

         <F2> EXHIBIT 4.5   - Rights Agreement dated as of December 1, 1997
                              (the "Rights Agreement") between
                              Reynolds Metals Company and The Chase
                              Manhattan Bank, N.A.  (File No. 1-1430,
                              Registration Statement on Form 8-A dated
                              December 1, 1997, pertaining to
                              Preferred Stock Purchase Rights, EXHIBIT 1)

         <F2> EXHIBIT 4.6   - Form of 9-3/8% Debenture due June 15, 1999.
                              (File No. 1-1430, Form 8-K Report dated
                              June 6, 1989, EXHIBIT 4)

         <F2> 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)

         <F2> 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)

         <F2> EXHIBIT 4.9   - Form of Book-Entry Fixed Rate Medium-Term Note.
                              (File No. 1-1430, 1991 Form 10-K Report,
                              EXHIBIT 4.15)

         <F2> EXHIBIT 4.10  - Form of Book-Entry Floating Rate Medium-Term
                              Note.  (File No. 1-1430, 1991 Form 10-K
                              Report, EXHIBIT 4.16)

         <F2> EXHIBIT 4.11  - Form of 9% Debenture due August 15, 2003.  (File
                              No. 1-1430, Form 8-K Report dated August
                              16, 1991, Exhibit 4(a))

         <F2> 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)

         <F2> EXHIBIT 4.13  - By-Laws of RACC, as amended.  (File No. 1-1430,
                              Form 10-Q Report for the Quarter Ended
                              March 31, 1997, EXHIBIT 4.14)

         <F2> EXHIBIT 4.14  - Articles of Incorporation of Societe
                              Canadienne de Metaux Reynolds,
                              Ltee/Canadian Reynolds Metals Company,
                              Ltd. ("CRM"), as amended.  (File No. 1-
                              1430, Form 10-Q Report for the Quarter
                              Ended September 30, 1997, EXHIBIT 4.15)
[FN]
_______________________
<F1> Previously filed.
<F2> Incorporated by reference.
</FN>

<PAGE>   4
         <F2> EXHIBIT 4.15  - By-Laws of CRM, as amended.  (File No. 1-1430,
                              Form 10-Q Report for the Quarter Ended
                              September 30, 1997, EXHIBIT 4.16)


         <F2> 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. 1-1430, Form 8-K Report dated July
                              14, 1993, EXHIBIT 4(a))

         <F2> 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. 1-1430,
                              1995 Form 10-K Report, EXHIBIT 4.18)

         <F2> EXHIBIT 4.18  - Form of 6-5/8% Guaranteed Amortizing Note due
                              July 15, 2002.  (File No. 1-1430, Form 8-
                              K Report dated July 14, 1993, EXHIBIT
                              4(d))

              EXHIBIT 9     - None.

     <F2><F3> 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)

     <F2><F3> 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)

     <F2><F3> EXHIBIT 10.3  - Reynolds Metals Company Performance Incentive 
                              Plan, as amended and restated effective January
                              1, 1996.  (File No. 1-1430, Form 10-Q
                              Report for the Quarter Ended March 31,
                              1995, EXHIBIT 10.4)

     <F2><F3> EXHIBIT 10.4  - Agreement dated December 9, 1987 between 
                              Reynolds Metals Company and Jeremiah J. Sheehan.
                              (File No. 1-1430, 1987 Form 10-K Report,
                              EXHIBIT 10.9)

     <F2><F3> EXHIBIT 10.5  - Supplemental Death Benefit Plan for Officers.
                              (File No. 1-1430, 1986 Form 10-K Report, EXHIBIT
                              10.8)

     <F2><F3> EXHIBIT 10.6  - Financial Counseling Assistance Plan for 
                              Officers.  (File No. 1-1430, 1987 Form 10-K 
                              Report, EXHIBIT 10.11)

      <F2><F3> EXHIBIT 10.7 - Management Incentive Deferral Plan.  (File 
                              No. 1-1430, 1987 Form 10-K Report, EXHIBIT 
                              10.12)

      <F2><F3> EXHIBIT 10.8 - Deferred Compensation Plan for Outside Directors
                              as Amended and Restated Effective
                              December 1, 1993.  (File No. 1-1430,
                              1993 Form 10-K Report, EXHIBIT 10.12)

      <F2><F3> EXHIBIT 10.9 - Form of Indemnification Agreement for Directors
                              and Officers.  (File No. 1-1430, Form 8-
                              K Report dated April 29, 1987, EXHIBIT
                              28.3)
[FN]
____________________________
<F2> Incorporated by reference.
<F3> Management contract or compensatory plan or arrangement required to be 
     filed as an exhibit pursuant to Item 601 of Regulation S-K.
</FN>

<PAGE>   5
     <F1><F3> 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
                              this report.

     <F2><F3> EXHIBIT 10.11 - Amendment to Reynolds Metals Company 1987 
                              Nonqualified Stock Option Plan effective 
                              May 20, 1988.  (File No. 1-1430, Form 10-Q 
                              Report for the Quarter Ended June 30, 1988, 
                              EXHIBIT 19(a))

     <F2><F3> EXHIBIT 10.12 - Amendment to Reynolds Metals Company 1987 
                              Nonqualified Stock Option Plan effective 
                              October 21, 1988.  (File No. 1-1430, Form 
                              10-Q Report for the Quarter Ended September 
                              30, 1988, EXHIBIT 19(a))

     <F2><F3> EXHIBIT 10.13 - Amendment to Reynolds Metals Company 1987 
                              Nonqualified Stock Option Plan effective 
                              January 1, 1987.  (File No. 1-1430, 1988 
                              Form 10-K Report, EXHIBIT 10.22)

     <F2><F3> 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. 
                              1-1430, 1989 Form 10-K Report, EXHIBIT 10.24)

     <F2><F3> EXHIBIT 10.15 - Amendment to Reynolds Metals Company 1987 
                              Nonqualified Stock Option Plan effective 
                              January 18, 1991.  (File No. 1-1430, 1990 
                              Form 10-K Report, EXHIBIT 10.26)

     <F2><F3> 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.
                              1-1430, Form 10-Q Report for the Quarter
                              Ended March 31, 1992, EXHIBIT 28(a))

     <F2><F3> 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)

     <F2><F3> EXHIBIT 10.18 - Reynolds Metals Company New Management Incentive
                              Deferral Plan.  (File No. 1-1430, Form
                              10-Q Report for the Quarter Ended June
                              30, 1994, EXHIBIT 10.30)

     <F2><F3> EXHIBIT 10.19 - Reynolds Metals Company Salary Deferral Plan for
                              Executives.  (File No. 1-1430, Form 10-Q
                              Report for the Quarter Ended June 30,
                              1994, EXHIBIT 10.31)

     <F2><F3> EXHIBIT 10.20 - Reynolds Metals Company Supplemental Long Term
                              Disability Plan for Executives.  (File
                              No. 1-1430, Form 10-Q Report for the
                              Quarter Ended June 30, 1994, EXHIBIT
                              10.32)


[FN]
____________________________
<F1> Previously filed.
<F2> Incorporated by reference.
<F3> Management contract or compensatory plan or arrangement required 
     to be filed as an exhibit pursuant to Item 601 of Regulation S-K.
</FN>

<PAGE>   6
     <F2><F3> EXHIBIT 10.21 - Amendment to Reynolds Metals 
                              Company 1987 Nonqualified Stock
                              Option Plan effective August 19, 1994.
                              (File No. 1-1430, Form 10-Q Report for
                              the Quarter Ended September 30, 1994,
                              EXHIBIT 10.34)

     <F2><F3> EXHIBIT 10.22 - Amendment to Reynolds Metals 
                              Company 1992 Nonqualified Stock
                              Option Plan effective August 19, 1994.
                              (File No. 1-1430, Form 10-Q Report for
                              the Quarter Ended September 30, 1994,
                              EXHIBIT 10.35)

     <F2><F3> EXHIBIT 10.23 - Amendment to Reynolds Metals 
                              Company New Management Incentive
                              Deferral Plan effective January 1, 1995.
                              (File No. 1-1430, 1994 Form 10-K Report,
                              EXHIBIT 10.36)

     <F2><F3> EXHIBIT 10.24 - Form of Split Dollar Life Insurance 
                              Agreement (Trustee Owner, Trustee 
                              Pays Premiums).  (File No. 1-1430, 
                              Form 10-Q Report for the Quarter
                              Ended June 30, 1995, EXHIBIT 10.34)

     <F2><F3> EXHIBIT 10.25 - Form of Split Dollar Life Insurance 
                              Agreement (Trustee Owner, Employee 
                              Pays Premium).  (File No. 1-1430, 
                              Form 10-Q Report for the Quarter
                              Ended June 30, 1995, EXHIBIT 10.35)

     <F2><F3> EXHIBIT 10.26 - Form of Split Dollar Life Insurance 
                              Agreement (Employee Owner, Employee 
                              Pays Premium).  (File No. 1-1430, 
                              Form 10-Q Report for the Quarter 
                              Ended June 30, 1995, EXHIBIT
                              10.36)

     <F2><F3> EXHIBIT 10.27 - Form of Split Dollar Life Insurance 
                              Agreement (Third Party Owner, Third 
                              Party Pays Premiums).  (File No. 1-1430, 
                              Form 10-Q Report for the Quarter Ended 
                              June 30, 1995, EXHIBIT 10.37)

     <F2><F3> EXHIBIT 10.28 - Form of Split Dollar Life Insurance 
                              Agreement (Third Party Owner, Employee 
                              Pays Premiums).  (File No. 1-1430, Form 
                              10-Q Report for the Quarter Ended 
                              June 30, 1995, EXHIBIT 10.38)

     <F2><F3> 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)

     <F2><F3> 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)

     <F2><F3> 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. 1-1430, Form 10-Q Report for the 
                              Quarter Ended June 30, 1996, EXHIBIT 10.41)

[FN]
____________________________
<F2> Incorporated by reference.
<F3> Management contract or compensatory plan or arrangement
     required to be filed as an exhibit pursuant to Item 601 of
     Regulation S-K.


<PAGE>   7
     <F2><F3> 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. 1-1430, Form 10-Q Report for
                              the Quarter Ended June 30, 1996, EXHIBIT
                              10.42)

     <F2><F3> EXHIBIT 10.33 - Stock Option Agreement dated August 30, 1996 
                              between Reynolds Metals Company and Jeremiah J.
                              Sheehan.  (File No. 1-1430, Form 10-Q
                              Report for the Quarter Ended September
                              30, 1996, EXHIBIT 10.43)

     <F2><F3> EXHIBIT 10.34 - Amendment to Deferred Compensation Plan for 
                              Outside Directors effective August 15, 1996.
                              (File No. 1-1430, Form 10-Q Report for the 
                              Quarter Ended September 30, 1996, EXHIBIT 10.44)

     <F2><F3> EXHIBIT 10.35 - Amendment to Reynolds Metals Company New 
                              Management Incentive Deferral Plan effective 
                              January 1, 1996.  (File No. 1-1430, 1996 
                              Form 10-K Report, EXHIBIT 10.38)

     <F2><F3> EXHIBIT 10.36 - Amendment to Reynolds Metals Company Performance
                              Incentive Plan effective January 1, 1996. (File
                              No. 1-1430, 1996 Form 10-K Report,
                              EXHIBIT 10.39)

     <F2><F3> EXHIBIT 10.37 - Reynolds Metals Company Supplemental Incentive 
                              Plan.  (File No. 1-1430, 1996 Form 10-K Report,
                              EXHIBIT 10.40)

     <F2><F3> EXHIBIT 10.38 - Reynolds Metals Company Stock Plan for Outside
                              Directors. (File No. 1-1430, 1996 Form
                              10-K Report, EXHIBIT 10.41)

     <F2><F3> EXHIBIT 10.39 - Special Executive Severance Package for 
                              Certain Employees who Terminate Employment 
                              between January 1, 1997 and June 30, 1998, as 
                              approved by the Compensation Committee of the
                              Company's Board of Directors on January
                              17, 1997. (File No. 1-1430, 1996 Form 10-
                              K Report, EXHIBIT 10.42)

     <F2><F3> 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. 1-1430, 1996 Form 10-K Report,
                              EXHIBIT 10.43)

     <F1><F3> EXHIBIT 10.41 - Amendment to Reynolds Metals Company 1996 
                              Nonqualified Stock Option Plan effective 
                              December 1, 1997.

     <F1><F3> EXHIBIT 10.42 - Amendment to Reynolds Metals Company 
                              Restricted Stock Plan for Outside Directors 
                              effective December 1, 1997.

              EXHIBIT 11    - Omitted; see Item 8 for computation of
                              earnings per share

              EXHIBIT 12    - Not applicable

              EXHIBIT 13    - Not applicable


[FN]
____________________________
<F1> Previously filed.
<F2> Incorporated by reference.
<F3> Management contract or compensatory plan or
     arrangement required to be filed as an exhibit pursuant to
     Item 601 of Regulation S-K.
</FN>

<PAGE>   8
              EXHIBIT 16    - Not applicable

              EXHIBIT 18    - None

         <F1> EXHIBIT 21    - List of Subsidiaries of Reynolds Metals Company

              EXHIBIT 22    - None

         <F1> EXHIBIT 23    - Consent of Independent Auditors

         <F1> EXHIBIT 24    - Powers of Attorney

         <F1> EXHIBIT 27    - Financial Data Schedule

              EXHIBIT 99.1  - Reynolds Metals Company Savings and
                              Investment Plan for Salaried Employees
                              Annual Report on Form 11-K for the
                              Fiscal Year Ended December 31, 1997

              EXHIBIT 99.2  - Reynolds Metals Company Savings Plan for
                              Hourly Employees Annual Report on Form
                              11-K for the Fiscal Year Ended December
                              31, 1997

              EXHIBIT 99.3  - Employees Savings Plan Annual Report on
                              Form 11-K for the Fiscal Year Ended
                              December 31, 1997

[FN]
____________________________
<F1> Previously filed.
</FN>

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

(b)  Reports on Form 8-K

     During the fourth quarter of 1997, the Registrant filed three 
     Current Reports on Form 8-K with the Commission.  The Registrant 
     reported on the Form 8-K dated December 15, 1997 that (i) it had 
     determined to keep and grow its packaging and consumer products 
     business, (ii) it was discussing a potential agreement with Ball 
     Corporation for the sale of substantially all of Reynolds' global can
     business, and (iii) if the sale of the can business is
     completed, the Registrant expects to apply a substantial
     portion of the proceeds to a stock repurchase program.  The
     Registrant reported on the Form 8-K dated December 29, 1997
     that the U.S. Justice Department had filed suit to block the
     proposed sale of the Registrant's Alloys complex in North
     Alabama to Alcoa.  The Registrant reported on the Form 8-K
     dated December 30, 1997, that Alcoa had withdrawn from the
     Alloys complex transaction.  All of the foregoing matters
     were reported under Item 5.

<PAGE>   9
                           SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Amendment No. 1 to
be signed on its behalf by the undersigned, thereunto duly
authorized.

                                REYNOLDS METALS COMPANY


                                By:  /s/ Allen M. Earehart
                                     ----------------------------
                                     Allen M. Earehart
                                     Vice President, Controller


                                Date:  June 26, 1998


<PAGE>   1
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            EXHIBITS

                               TO

                          FORM 10-K/A

                       AMENDMENT NO. 1 TO

                           FORM 10-K

          For the fiscal year ended December 31, 1997

                   Commission File No. 1-1430

                    REYNOLDS METALS COMPANY

                     Attached herewith are
                  Exhibits 99.1, 99.2 and 99.3
                                
                              INDEX
                                
                EXHIBIT 2     - None.

           <F1> EXHIBIT 3.1   - Restated Certificate of Incorporation,
                                as amended.

           <F1> EXHIBIT 3.2   - By-laws, as amended.

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

                EXHIBIT 4.2   - By-Laws.  See EXHIBIT 3.2.

           <F2> EXHIBIT 4.3   - Indenture dated as of April 1, 1989 (the
                                "Indenture") between Reynolds Metals
                                Company and The Bank of New York, as
                                Trustee, relating to Debt Securities.
                                (File No. 1-1430, Form 10-Q Report for
                                the Quarter Ended March 31, 1989,
                                EXHIBIT 4(c))

           <F2> EXHIBIT 4.4   - Amendment No. 1 dated as of November 1,
                                1991 to the Indenture.  (File No. 1-
                                1430, 1991 Form 10-K Report, EXHIBIT
                                4.4)

           <F2> EXHIBIT 4.5   - Rights Agreement dated as of December 1, 1997
                                (the "Rights Agreement") between
                                Reynolds Metals Company and The Chase
                                Manhattan Bank, N.A.  (File No. 1-1430,
                                Registration Statement on Form 8-A dated
                                December 1, 1997, pertaining to
                                Preferred Stock Purchase Rights, EXHIBIT
                                1)

           <F2> EXHIBIT 4.6   - Form of 9-3/8% Debenture due June 15, 1999.
                                (File No. 1-1430, Form 8-K Report dated
                                June 6, 1989, EXHIBIT 4)

           <F2> 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)
[FN]
______________________
<F1> Previously filed.
<F2> Incorporated by reference.
</FN>

<PAGE>   2
           <F2> 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)

           <F2> EXHIBIT 4.9   - Form of Book-Entry Fixed Rate Medium-Term 
                                Note.  (File No. 1-1430, 1991 Form 10-K 
                                Report, EXHIBIT 4.15)

           <F2> EXHIBIT 4.10  - Form of Book-Entry Floating Rate Medium-Term
                                Note.  (File No. 1-1430, 1991 Form 10-K
                                Report, EXHIBIT 4.16)

           <F2> EXHIBIT 4.11  - Form of 9% Debenture due August 15, 2003.
                                (File No. 1-1430, Form 8-K Report dated August
                                16, 1991, Exhibit 4(a))

           <F2> 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)

           <F2> EXHIBIT 4.13  - By-Laws of RACC, as amended.  (File No. 
                                1-1430, Form 10-Q Report for the Quarter Ended
                                March 31, 1997, EXHIBIT 4.14)

           <F2> EXHIBIT 4.14  - Articles of Incorporation of Societe
                                Canadienne de Metaux Reynolds,
                                Ltee/Canadian Reynolds Metals Company,
                                Ltd. ("CRM"), as amended.  (File No. 1-
                                1430, Form 10-Q Report for the Quarter
                                Ended September 30, 1997, EXHIBIT 4.15)

           <F2> EXHIBIT 4.15  - By-Laws of CRM, as amended.  (File No. 1-1430,
                                Form 10-Q Report for the Quarter Ended
                                September 30, 1997, EXHIBIT 4.16)

           <F2> 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. 1-1430, Form 8-K Report dated July
                                14, 1993, EXHIBIT 4(a))

           <F2> 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. 1-1430,
                                1995 Form 10-K Report, EXHIBIT 4.18)

           <F2> EXHIBIT 4.18  - Form of 6-5/8% Guaranteed Amortizing Note due
                                July 15, 2002.  (File No. 1-1430, Form 8-
                                K Report dated July 14, 1993, EXHIBIT
                                4(d))

                EXHIBIT 9     - None.

       <F2><F3> 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)

[FN]
____________________________
<F2> Incorporated by reference.
<F3> Management contract or compensatory plan or
     arrangement required to be filed as an exhibit pursuant to
     Item 601 of Regulation S-K.
</FN>

<PAGE>   3
       <F2><F3> 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)

       <F2><F3> EXHIBIT 10.3  - Reynolds Metals Company Performance Incentive 
                                Plan, as amended and restated effective 
                                January 1, 1996.  (File No. 1-1430, Form 10-Q
                                Report for the Quarter Ended March 31,
                                1995, EXHIBIT 10.4)

       <F2><F3> EXHIBIT 10.4  - Agreement dated December 9, 1987 between 
                                Reynolds Metals Company and Jeremiah J. 
                                Sheehan.  (File No. 1-1430, 1987 Form 10-K 
                                Report, EXHIBIT 10.9)

       <F2><F3> EXHIBIT 10.5  - Supplemental Death Benefit Plan for 
                                Officers.  (File No. 1-1430, 1986 Form 10-K 
                                Report, EXHIBIT 10.8)

       <F2><F3> EXHIBIT 10.6  - Financial Counseling Assistance Plan for 
                                Officers.  (File No. 1-1430, 1987 Form 10-K 
                                Report, EXHIBIT 10.11)

       <F2><F3> EXHIBIT 10.7  - Management Incentive Deferral Plan.  (File 
                                No. 1-1430, 1987 Form 10-K Report, EXHIBIT 
                                10.12)

       <F2><F3> EXHIBIT 10.8  - Deferred Compensation Plan for Outside 
                                Directors as Amended and Restated Effective 
                                December 1, 1993.  (File No. 1-1430, 1993 
                                Form 10-K Report, EXHIBIT 10.12)

       <F2><F3> EXHIBIT 10.9  - Form of Indemnification Agreement for 
                                Directors and Officers.  (File No. 1-1430, 
                                Form 8-K Report dated April 29, 1987, EXHIBIT
                                28.3)

       <F1><F3> 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
                                this report.

       <F2><F3> EXHIBIT 10.11 - Amendment to Reynolds Metals Company 1987 
                                Nonqualified Stock Option Plan effective 
                                May 20, 1988.  (File No. 1-1430, Form 10-Q 
                                Report for the Quarter Ended June 30, 1988, 
                                EXHIBIT 19(a))

       <F2><F3> EXHIBIT 10.12 - Amendment to Reynolds Metals Company 1987 
                                Nonqualified Stock Option Plan effective 
                                October 21, 1988.  (File No. 1-1430, Form 
                                10-Q Report for the Quarter Ended 
                                September 30, 1988, EXHIBIT 19(a))

       <F2><F3> EXHIBIT 10.13 - Amendment to Reynolds Metals Company 1987 
                                Nonqualified Stock Option Plan effective 
                                January 1, 1987.  (File No. 1-1430, 1988 
                                Form 10-K Report, EXHIBIT 10.22)

       <F2><F3> 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. 
                                1-1430, 1989 Form 10-K Report, EXHIBIT 10.24)
[FN]
____________________________
<F1> Previously filed.
<F2> Incorporated by reference.
<F3> Management contract or compensatory plan or
     arrangement required to be filed as an exhibit pursuant to
     Item 601 of Regulation S-K.
</FN>

<PAGE>   4
       <F2><F3> EXHIBIT 10.15 - Amendment to Reynolds Metals Company 1987 
                                Nonqualified Stock Option Plan effective 
                                January 18, 1991.  (File No. 1-1430, 1990 
                                Form 10-K Report, EXHIBIT 10.26)

       <F2><F3> 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. 1-1430, Form 10-Q Report for the 
                                Quarter Ended March 31, 1992, EXHIBIT 28(a))

       <F2><F3> 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)

       <F2><F3> EXHIBIT 10.18 - Reynolds Metals Company New Management 
                                Incentive Deferral Plan.  (File No. 1-1430, 
                                Form 10-Q Report for the Quarter Ended June
                                30, 1994, EXHIBIT 10.30)

       <F2><F3> EXHIBIT 10.19 - Reynolds Metals Company Salary Deferral Plan 
                                for Executives.  (File No. 1-1430, Form 10-Q
                                Report for the Quarter Ended June 30,
                                1994, EXHIBIT 10.31)

       <F2><F3> EXHIBIT 10.20 - Reynolds Metals Company Supplemental Long Term
                                Disability Plan for Executives.  (File
                                No. 1-1430, Form 10-Q Report for the
                                Quarter Ended June 30, 1994, EXHIBIT
                                10.32)

       <F2><F3> EXHIBIT 10.21 - Amendment to Reynolds Metals Company 1987 
                                Nonqualified Stock Option Plan effective 
                                August 19, 1994.  (File No. 1-1430, Form 
                                10-Q Report for the Quarter Ended September 30,
                                1994, EXHIBIT 10.34)

       <F2><F3> EXHIBIT 10.22 - Amendment to Reynolds Metals Company 1992 
                                Nonqualified Stock Option Plan effective 
                                August 19, 1994.  (File No. 1-1430, Form 
                                10-Q Report for the Quarter Ended 
                                September 30, 1994, EXHIBIT 10.35)

       <F2><F3> EXHIBIT 10.23 - Amendment to Reynolds Metals Company New 
                                Management Incentive Deferral Plan effective 
                                January 1, 1995.  (File No. 1-1430, 1994 
                                Form 10-K Report, EXHIBIT 10.36)

       <F2><F3> EXHIBIT 10.24 - Form of Split Dollar Life Insurance Agreement
                                (Trustee Owner, Trustee Pays Premiums).  
                                (File No. 1-1430, Form 10-Q Report for the 
                                Quarter Ended June 30, 1995, EXHIBIT 10.34)

       <F2><F3> EXHIBIT 10.25 - Form of Split Dollar Life Insurance Agreement
                                (Trustee Owner, Employee Pays Premium).  
                                (File No. 1-1430, Form 10-Q Report for the 
                                Quarter Ended June 30, 1995, EXHIBIT 10.35)

       <F2><F3> EXHIBIT 10.26 - Form of Split Dollar Life Insurance Agreement
                                (Employee Owner, Employee Pays Premium).  
                                (File No. 1-1430, Form 10-Q Report for the
                                Quarter Ended June 30, 1995, EXHIBIT
                                10.36)

[FN]
____________________________
<F2> Incorporated by reference.
<F3> Management contract or compensatory plan or
     arrangement required to be filed as an exhibit pursuant to
     Item 601 of Regulation S-K.
</FN>

<PAGE>   5
       <F2><F3> EXHIBIT 10.27 - Form of Split Dollar Life Insurance Agreement 
                                (Third Party Owner, Third Party Pays Premiums).
                                (File No. 1-1430, Form 10-Q Report for
                                the Quarter Ended June 30, 1995, EXHIBIT
                                10.37)

       <F2><F3> EXHIBIT 10.28 - Form of Split Dollar Life Insurance Agreement
                                (Third Party Owner, Employee Pays Premiums).
                                (File No. 1-1430, Form 10-Q Report for the
                                Quarter Ended June 30, 1995, EXHIBIT
                                10.38)

       <F2><F3> 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)

       <F2><F3> 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)

       <F2><F3> 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.
                                1-1430, Form 10-Q Report for the Quarter
                                Ended June 30, 1996, EXHIBIT 10.41)

       <F2><F3> 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. 1-1430, Form 10-Q Report for
                                the Quarter Ended June 30, 1996, EXHIBIT
                                10.42)

       <F2><F3> EXHIBIT 10.33 - Stock Option Agreement dated August 30, 
                                1996 between Reynolds Metals Company and 
                                Jeremiah J. Sheehan.  (File No. 1-1430, 
                                Form 10-Q Report for the Quarter Ended 
                                September 30, 1996, EXHIBIT 10.43)

       <F2><F3> EXHIBIT 10.34 - Amendment to Deferred Compensation Plan for 
                                Outside Directors effective August 15, 1996.
                                (File No. 1-1430, Form 10-Q Report for the 
                                Quarter Ended September 30, 1996, EXHIBIT 
                                10.44)

       <F2><F3> EXHIBIT 10.35 - Amendment to Reynolds Metals Company New 
                                Management Incentive Deferral Plan effective 
                                January 1, 1996.  (File No. 1-1430, 1996 
                                Form 10-K Report, EXHIBIT 10.38)

       <F2><F3> EXHIBIT 10.36 - Amendment to Reynolds Metals Company 
                                Performance Incentive Plan effective 
                                January 1, 1996. (File No. 1-1430, 1996 
                                Form 10-K Report, EXHIBIT 10.39)

       <F2><F3> EXHIBIT 10.37 - Reynolds Metals Company Supplemental 
                                Incentive Plan.  (File No. 1-1430, 1996 
                                Form 10-K Report, EXHIBIT 10.40)

       <F2><F3> EXHIBIT 10.38 - Reynolds Metals Company Stock Plan for Outside
                                Directors. (File No. 1-1430, 1996 Form
                                10-K Report, EXHIBIT 10.41)



[FN]
____________________________
<F2> Incorporated by reference.
<F3> Management contract or compensatory plan or
     arrangement required to be filed as an exhibit pursuant to
     Item 601 of Regulation S-K.
</FN>

<PAGE>   6
       <F2><F3> EXHIBIT 10.39 - Special Executive Severance Package for 
                                Certain Employees who Terminate Employment 
                                between January 1, 1997 and June 30, 1998, 
                                as approved by the Compensation Committee 
                                of the Company's Board of Directors on January
                                17, 1997. (File No. 1-1430, 1996 Form 10-
                                K Report, EXHIBIT 10.42)

       <F2><F3> 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. 1-1430, 1996 Form 10-K Report,
                                EXHIBIT 10.43)

       <F1><F3> EXHIBIT 10.41 - Amendment to Reynolds Metals Company 1996 
                                Nonqualified Stock Option Plan effective 
                                December 1, 1997.

       <F1><F3> EXHIBIT 10.42 - Amendment to Reynolds Metals Company 
                                Restricted Stock Plan for Outside Directors 
                                effective December 1, 1997.

                EXHIBIT 11    - Omitted; see Item 8 for computation of 
                                earnings per share 

                EXHIBIT 12    - Not applicable

                EXHIBIT 13    - Not applicable

                EXHIBIT 16    - Not applicable

                EXHIBIT 18    - None

           <F1> EXHIBIT 21    - List of Subsidiaries of Reynolds Metals 
                                Company

                EXHIBIT 22    - None

           <F1> EXHIBIT 23    - Consent of Independent Auditors

           <F1> EXHIBIT 24    - Powers of Attorney

           <F1> EXHIBIT 27    - Financial Data Schedule

                EXHIBIT 99.1  - Reynolds Metals Company Savings and 
                                Investment Plan for Salaried Employees Annual 
                                Report on Form 11-K for the Fiscal Year 
                                Ended December 31, 1997

                EXHIBIT 99.2  - Reynolds Metals Company Savings Plan for 
                                Hourly Employees Annual Report on Form 11-K for
                                the Fiscal Year Ended December 31, 1997

                EXHIBIT 99.3  - Employees Savings Plan Annual Report on 
                                Form 11-K for the Fiscal Year Ended 
                                December 31, 1997
[FN]
____________________________
<F1> Previously filed.
<F2> Incorporated by reference.
<F3> Management contract or compensatory plan or
     arrangement required to be filed as an exhibit pursuant to
     Item 601 of Regulation S-K.
</FN>