EXHIBIT 99.3



               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, 1997

                               OR

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

    For the transition period from __________ to __________




                 Commission File Number 1-1430



         A. Full title of the plan and the address of
            the plan, if different from that of the issuer
            named below:



                     EMPLOYEES SAVINGS PLAN


         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 AND EXHIBITS



FINANCIAL STATEMENTS

                                                         Page No.

Report of Independent Auditors............................   F-1

Audited Financial Statements

 Statement 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


EXHIBITS

 Exhibit A  Consent of Independent Auditors



<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.


                              EMPLOYEES SAVINGS PLAN




                              By: /s/ F. Robert Newman
                                ---------------------------------
                                F. Robert Newman
                                Vice President, Human Resources
                                Reynolds Metals Company


DATE:  June 24, 1998


<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 Employees Savings Plan as
of December 31, 1997 and 1996, and the related statement of
changes in net assets available for plan benefits for the
year ended December 31, 1997. 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, 1997
and 1996, and the changes in its net assets available for
plan benefits for the year ended December 31, 1997, in
conformity with generally accepted accounting principles.

Our audits were performed for the purpose of forming an
opinion on the basic financial statements taken as a whole.
The Fund Information in the statement 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 Fund
Information has been subjected to the auditing procedures
applied in our audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.


                                     /s/ ERNST & YOUNG LLP
Richmond, Virginia
June 19, 1998


<PAGE>   F-2
<TABLE>
                                            Employees Savings Plan
                                        
                    Statement of Net Assets Available for Plan Benefits, with Fund Information
                                        
                                                (Dollars in Thousands)
<CAPTION>



                                                           December 31, 1997
                                     ---------------------------------------------------------------------------------------
                                                         Fund Information
                                     ---------------------------------------------------------------------------
                                                                                                Small
                                                                                      Inter-   Capita-
                                         Reynolds  Diversified  Balanced   Interest  national  lization
                                           Stock     Equities  Investment   Income   Equities  Equities    Loan
                                           Fund       Fund        Fund       Fund      Fund      Fund      Fund      Total
                                       ---------------------------------------------------------------------------------------
<S>                                     <C>        <C>          <C>        <C>        <C>      <C>        <C>       <C>
Assets
Investment in Master Trust              $1,315     $2,038       $818       $4,676     $175     $637       $438      $10,097
Accrued income                               7          -          -            -        -        -          -            7
Contributions receivable                     5          8          5            7        2        2          -           29
                                       ---------------------------------------------------------------------------------------
Net assets available for plan benefits  $1,327     $2,046       $823       $4,683     $177     $639       $438      $10,133
                                       =======================================================================================

See accompanying notes.

</TABLE>


<PAGE>   F-3
<TABLE>
                                               Employees Savings Plan
                                        
                    Statement of Net Assets Available for Plan Benefits, with Fund Information
                                        
                                         (Dollars in Thousands)
<CAPTION>


                                                             December 31, 1996                                        
                                       -------------------------------------------------------------------------------------
                                                         Fund Information
                                       ---------------------------------------------------------------------------
                                                                                                Small
                                                                                      Inter-   Capita-
                                         Reynolds  Diversified  Balanced   Interest  national  lization
                                           Stock     Equities  Investment   Income   Equities  Equities    Loan
                                           Fund       Fund        Fund       Fund      Fund      Fund      Fund      Total
                                       -------------------------------------------------------------------------------------
<S>                                     <C>        <C>          <C>        <C>        <C>      <C>        <C>       <C>
Assets
Investment in Master Trust              $242       $642         $342       $3,875     $70      $150       $255      $5,576
Accrued income                             1          -            -            -       -         -          -           1
Contributions receivable                   -          7            3            6       1         2          -          19
                                       ---------------------------------------------------------------------------------------
Net assets available for plan benefits  $243       $649         $345       $3,881     $71      $152       $255      $5,596
                                       =======================================================================================

See accompanying notes.
</TABLE>


<PAGE>   F-4
<TABLE>
                                                 Employees Savings Plan
                                        
                    Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information

                                                  (Dollars in Thousands)

<CAPTION>
                                                        Year ended December 31, 1997
                                       ---------------------------------------------------------------------------------------
                                                         Fund Information
                                       ---------------------------------------------------------------------------
                                                                                                Small
                                                                                      Inter-   Capita-
                                         Reynolds  Diversified  Balanced   Interest  national  lization
                                           Stock     Equities  Investment   Income   Equities  Equities    Loan
                                           Fund       Fund        Fund       Fund      Fund      Fund      Fund      Total
                                       ---------------------------------------------------------------------------------------
<S>                                     <C>        <C>          <C>        <C>        <C>      <C>        <C>       <C>
Additions to net assets:
 Net investment gain from
  Master Trust (Note 3)                 $  101     $  397       $119       $  288              $114       $ 33      $ 1,052
 Assets transferred from other plans     1,057        334        105         850      $ 35       57        146        2,584

Contributions:
 Employer                                   30         81         41         137        14       25          -          328
 Employee                                  114        335        182         686        66      147          -        1,530
                                       ---------------------------------------------------------------------------------------
                                           144        416        223         823        80      172          -        1,858
                                       ---------------------------------------------------------------------------------------

Total Additions                          1,302      1,147        447       1,961       115      343        179        5,494

Deductions from net assets:
 Withdrawals by participants               167         94         52         566         7       14         57          957

Interfund transfers                        (51)       344         83        (593)       (2)     158         61            -
                                       ---------------------------------------------------------------------------------------

Net increase                             1,084      1,397        478         802       106      487        183        4,537

Net assets available for plan benefits:
 Beginning of year                         243        649        345       3,881        71      152        255        5,596
                                       ---------------------------------------------------------------------------------------
 End of year                            $1,327     $2,046       $823      $4,683      $177     $639       $438       $10,133
                                       =======================================================================================

See accompanying notes.

</TABLE>

<PAGE>   F-5

                   Employees Savings Plan
                              
                Notes to Financial Statements
                              
                      December 31, 1997
                              
                   (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 Employees Savings Plan
("Plan") are maintained on the accrual basis.  All
securities transactions are recorded as of the trade date.

Investments in Reynolds Metals Company 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 structured investment contracts equals contract
value.

2. Summary of Significant Plan Provisions

Reynolds Metals Company ("the Company") established the Plan
effective January 1, 1990, covering all eligible employees
of the Company and designated subsidiaries (each an
"Employer") who elect to contribute.  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
on the later of (a) 30 days after beginning their employment
with an Employer, or (b) the date at which their Employer adopts
the Plan.  Plan participation is voluntary.

<PAGE>   F-6
                   Employees Savings Plan
                              
          Notes to Financial Statements (continued)
                              
                              

2. Summary of Significant Plan Provisions (continued)

A participant may elect to make payroll contributions to the
Plan in specified amounts ranging from 1% to 12% of
compensation in 1% increments.  At certain locations, the
Employer will contribute to the Plan on behalf of each
participant a fixed percentage of a portion of the payroll
contributions made by the participant. 

Eligible employees who receive a profit-sharing award,
gainsharing payment or other designated type of lump sum
payment are also allowed to contribute between 10% and 50% 
of the award and/or payment (in 10% increments) to the Plan.
Such contributions are not matched by the Company or any other
Employer.

Participants may elect to make their contributions on a
before or after tax basis, or a combination thereof.
Employer 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 in order to permit the Plan to satisfy the
nondiscrimination requirements of Section 401(k) of the
Internal Revenue Code.

Participants 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 an intent to do so, the
Company has the right under the Plan document to discontinue
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.

<PAGE>   F-7


                   Employees Savings Plan
                              
          Notes to Financial Statements (continued)
                              
                              

3. Commingled Master Trust Investments

All of the investments of the Plan as of December 31, 1997
and 1996 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
from the Master Trust are allocated to participating plans
based on the aggregate account balances of individual
participants in each plan.

Substantially all the assets held in the Balanced Investment
Fund and the Diversified Equities Fund are invested in the
Vanguard STAR Fund and the Vanguard Institutional Index
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 of 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 high grade investments held in the name of 
the Master Trust in conjunction with a corresponding contract
with the issuer of the SIC to provide a fixed or variable
rate of return (based on 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 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.
The annual rate of return on these contracts during 1997 and
1996 was 6.3% and 6.3%, respectively.  The current yield on
these contracts at December 31, 1997 was 6.3% (6.4% at
December 31, 1996).  Interest is credited to participants'
accounts on the dollar-weighted average (blended rate)
basis.  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 $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.

<PAGE>   F-8

                     Employees Savings Plan
                                
            Notes to Financial Statements (continued)
                                

3. Commingled Master Trust Investments (continued)

During 1997 and 1996, 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 transfer.

Summarized financial fund information of the commingled accounts
within the Master Trust is presented below:

<TABLE>
<CAPTION>
                                                                                                Small
                                                                                      Inter-   Capita-
                                         Reynolds  Diversified  Balanced   Interest  national  lization
                                           Stock     Equities  Investment   Income   Equities  Equities    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 equivalents                 2,247   $     47     $    11    $ 40,726   $     6  $    25                43,062
 Contributions receivable                    598        195         215         671        79       56    $    13      1,827
 Investments:
  Common stock                           189,068          -           -           -         -        -          -    189,068
  Investment contracts                         -          -           -     195,952         -        -          -    195,952
  Mutual funds                                 -    131,723      46,727           -    10,219   34,639          -    223,308
  Loans to participants                        -          -           -           -         -        -     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                  $  1,327   $  2,046     $   823    $  4,683   $   177  $   639    $   438   $ 10,133
Percent                                        1%         2%          2%          2%        2%       2%         2%         2%

</TABLE>

<PAGE>   F-9

<TABLE>
                             Employees Savings Plan
                                        
                    Notes to Financial Statements (continued)
                                        
                                        

3. Commingled Master Trust Investments (continued)
<CAPTION>

                                                                                                Small
                                                                                      Inter-   Capita-
                                         Reynolds  Diversified  Balanced   Interest  national  lization
                                           Stock     Equities  Investment   Income   Equities  Equities    Loan
                                           Fund       Fund        Fund       Fund      Fund      Fund      Fund      Total
                                       ---------------------------------------------------------------------------------------
<S>                                     <C>        <C>          <C>        <C>        <C>      <C>        <C>       <C>
MASTER TRUST NET ASSETS-1996
Assets
 Accrued Income                         $    997                                                                    $    997
 Cash and cash equivalents                 2,213   $    48      $     3    $ 17,070   $    4   $     3                19,341
 Contributions receivable                    259       209          183         143       56       166                 1,016
 Investments:
  Common stock                           160,346         -            -           -        -         -               160,346
  Investment contracts                         -         -            -     220,145        -         -               220,145
  Mutual funds                                 -    88,863       36,576           -    8,640    19,993               154,072
  Loans to participants                        -         -            -           -        -         -    $19,326     19,326
                                       ---------------------------------------------------------------------------------------
Total assets                             163,815    89,120       36,762     237,358    8,700    20,162     19,326    575,243

Liabilities
 Accounts payable                              1         -            -          12        -         -          -         13
                                       ---------------------------------------------------------------------------------------
Master Trust net assets                 $163,814   $89,120      $36,762    $237,346   $8,700   $20,162    $19,326   $575,230
                                       =======================================================================================
Portion of Master Trust
 allocable to the Plan                  $    243   $   649      $   345    $  3,881   $   71   $   152    $   255   $  5,596
Percent                                        1%        1%           1%          2%       1%        1%         1%         1%

</TABLE>

<PAGE>   F-10

<TABLE>
                             Employees Savings Plan
                                        
                    Notes to Financial Statements (continued)
                                        
                                        


3. Commingled Master Trust Investments (continued)
<CAPTION>

                                                                                                Small
                                                                                      Inter-   Capita-
                                         Reynolds  Diversified  Balanced   Interest  national  lization
                                           Stock     Equities  Investment   Income   Equities  Equities    Loan
                                           Fund       Fund        Fund       Fund      Fund      Fund      Fund      Total
                                       ---------------------------------------------------------------------------------------
<S>                                     <C>        <C>          <C>        <C>        <C>      <C>        <C>       <C>
CHANGES IN MASTER TRUST
ASSETS - 1997
 Additions:
  Contributions from plans              $ 11,682   $ 13,182     $5,775     $ 28,736   $ 2,090  $ 4,979              $ 66,444

  Net realized and unrealized
   appreciation (depreciation)
   of investments                          9,977     29,085      6,564            -       109    6,267                52,002
  Interest and dividends                   4,107      1,976      1,427       15,552       135      549    $ 1,707     25,453
  Assets transferred into
     Master Trust                         11,809          -          -            -         -        -         25     11,834
                                       ---------------------------------------------------------------------------------------
                                          37,575     44,243     13,766       44,288     2,334   11,795      1,732    155,733
                                       ---------------------------------------------------------------------------------------

 Deductions:
  Distributions to plans                  19,011      7,595      2,787       23,616       800    1,623      1,270     56,702
  Administrative expenses                      -          -          -            -         -        -          -          -
                                       ---------------------------------------------------------------------------------------
                                          19,011      7,595      2,787       23,616       800    1,623      1,270     56,702
 Interfund transfers-net                  10,617      6,197       (788)     (20,669)       70    4,386        187          -
                                       ---------------------------------------------------------------------------------------
Net additions                             29,181     42,845     10,191            3     1,604   14,558        649     99,031

Master Trust net assets at
 beginning of period                     163,814     89,120     36,762      237,346     8,700   20,162     19,326    575,230

                                       ---------------------------------------------------------------------------------------
Master Trust net assets at end                                                                                
 of period                              $192,995   $131,965    $46,953     $237,349   $10,304  $34,720    $19,975   $674,261
                                       =======================================================================================

</TABLE>

<PAGE>  F-11

                   Employees Savings Plan
                              
          Notes to Financial Statements (continued)
                              
                              

4. Differences Between Financial Statements and Form 5500

The following is a reconciliation of net assets available
for benefits per the financial statements to the Form 5500:

<TABLE>
<CAPTION>
                                             December 31,
                                             1997    1996
                                          -------------------
<S>                                        <C>       <C>
Net assets available for benefits per
 the financial statements                  $10,133   $5,596

Amounts allocated to withdrawn
 participants                                   13       11
                                          -------------------
Net assets available for benefits per  
 the Form 5500                             $10,120   $5,585
                                          ===================
</TABLE>

The following is a reconciliation of benefits paid to
participants per the financial statements to the Form 5500:

                                               Year ended
                                              December 31,
                                                  1997
                                             ---------------

Benefits paid to participants per the
 financial statements                            $957
Add:  Amounts allocated on Form 5500 to      
 withdrawn participants in the current year        13
Less:  Amounts allocated on Form 5500 to 
 withdrawn participants in the prior year         (11)
                                             ---------------
Benefits paid to participants per the Form   
 5500                                            $959
                                             ===============
5. Income Taxes

The Internal Revenue Service has determined that the Plan
qualifies under Section 401(a) of the Internal Revenue Code
(the "Code").  As long as the Plan continues to be
qualified, under present Federal income tax laws and
regulations participants will not be taxed on employer
contributions or investment earnings allocated to their
account.  Participants will normally be subject to tax
thereon at such time as they receive distributions from the
Plan.  As long as the Plan continues to be qualified, the
Plan will not be taxed on its dividend and interest income
or on any capital gains realized by it or any unrealized
appreciation of investments.

<PAGE>   

                       INDEX TO EXHIBITS


Exhibit A     Consent of Independent Auditors


<PAGE>   
                                                        EXHIBIT A





                 CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-53847) pertaining to the Employees
Savings Plan and in the related Prospectus of our report dated
June 19, 1998, with respect to the financial statements of the
Employees Savings Plan included in this Annual Report (Form 11-K)
for the year ended December 31, 1997.


                                        /s/ ERNST & YOUNG LLP



Richmond, Virginia
June 19, 1998