EXHIBIT 3.1


                                 RESTATED
                                     
                       CERTIFICATE OF INCORPORATION
                                     
                                    of
                                     
                          REYNOLDS METALS COMPANY
                                     
                                ___________
                                     
                               INTRODUCTION

     This Restated Certificate of Incorporation has been duly adopted by
the Board of Directors of Reynolds Metals Company in accordance with
Section 245 of the General Corporation Law of the State of Delaware.  It
only restates and integrates, and does not further amend, the provisions of
the corporation's Certificate of Incorporation as heretofore amended or
supplemented, and there is no discrepancy between those provisions and this
Restated Certificate of Incorporation.  The corporation's original
Certificate of Incorporation was filed with the Delaware Secretary of State
on July 18, 1928.  
                                     
                                     
                                 ARTICLE I
                                     
                                     
                      The name of the corporation is
                                     
                          REYNOLDS METALS COMPANY


                                ARTICLE II

     Its registered office in the State of Delaware is located at 1013
Centre Road, in the City of Wilmington, County of New Castle, Delaware. 
The name and address of its registered agent is CORPORATION SERVICE
COMPANY, a corporation of the State of Delaware, located at 1013 Centre
Road, Wilmington, New Castle County, Delaware.


                                ARTICLE III

     The nature of the business and the objects and purposes proposed to
be transacted, promoted or carried on are:

     1.   To manufacture, purchase, or otherwise acquire, hold, own,
mortgage, pledge, sell, lease, assign and transfer, or otherwise dispose
of, to invest, trade, deal in and deal with, goods, wares and merchandise
and real and personal property of every class and description.

     2.   To erect, or cause to be erected, on any lands owned, held, and
occupied by the corporation, buildings or other structures with their
appurtenances and to rebuild, enlarge, alter, or improve any buildings or
other structures now, or hereafter erected, on any lands so owned, held, or
occupied.

     3.   To enter into, make and perform contracts of every kind for any
lawful purpose with any person, firm, association or corporation,
municipality, body politic, country, territory, State, government or colony
or dependency thereof.

     4.   To acquire the goodwill, rights and property and the whole or
any part of the assets, tangible or intangible, and to undertake or in any
way assume the liabilities of any person, firm, association or corporation;
to pay for the said goodwill, rights, property, and assets in cash, the
stock of this company, bonds or otherwise, or by undertaking the whole or
any part of the liabilities of the transferor; to hold or in any manner to
dispose of the whole or any part of the property so purchased; to conduct
in any lawful manner the whole or any part of any business so acquired, and
to exercise all the powers necessary or convenient in and about the conduct
and management of such business.

     5.   To apply for, purchase, register or in any manner to acquire,
and to hold, own, use, operate and introduce, and to sell, lease, assign,
pledge, or in any manner dispose of, and in any manner deal with patents,
patent rights, licenses, copyrights, trademarks, trade names, and to
acquire, own, use or in any manner dispose of any and all inventions,
improvements and processes, labels, designs, brands, or other rights, and
to work, operate, or develop the same, and to carry on any business,
manufacturing or otherwise, which may directly or indirectly effectuate
these objects or any of them.

     6.   To guarantee, purchase, receive, hold, own, sell, assign,
transfer, mortgage, pledge or otherwise dispose of shares of capital stock,
bonds, mortgages, debentures, notes or other securities, obligations,
contracts or evidences of indebtedness of any corporation, company or
association (organized under the laws of this State or any other State,
country, nation or government) or of any state, country, nation,
municipality, government or a body politic; to receive, collect and dispose
of interest, dividends and income upon, of and from any of the bonds,
mortgages, debentures, notes, shares of capital stock, securities,
obligations, contracts, evidences of indebtedness and other property held
or owned by it and to exercise in respect of all such bonds, mortgages,
debentures, notes, shares of capital stock, securities, obligations,
contracts, evidences of indebtedness and other property any and all rights,
powers and privileges of individual ownership thereof, including the right
to vote thereon.


     7.   Without limit as to amount to draw, make, accept, endorse,
discount, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures, and other negotiable or transferable
instruments and evidences of indebtedness whether secured by mortgage or
otherwise, as well as to secure the same by mortgage or otherwise, so far
as may be permitted by the laws of the State of Delaware.

     8.   To purchase, in so far as the same may be done without impairing
the capital of the corporation, and to hold, pledge and reissue shares of
its own capital stock; but such stock, so acquired and held, shall not be
entitled to vote nor to receive dividends.

     9.   To have one or more offices, conduct its business and promote
its objects within and without the State of Delaware, in other States, the
District of Columbia, the territories, colonies and dependencies of the
United States, and in foreign countries, without restriction as to place or
amount, but subject to the laws of such State, District, territory, colony,
dependency or country.

     10.  To do any or all of the things herein set forth to the same
extent as natural persons might or could do and in any part of the world,
as principals, agents, contractors, trustees, or otherwise, and either
alone or in company with others.

     11.  In general to carry on any other business in connection
therewith, whether manufacturing or otherwise, not forbidden by the laws of
the State of Delaware, and with all the powers conferred upon corporations
by the laws of the State of Delaware.

     But if this corporation shall undertake to do any of the things
hereinabove set forth in any State other than Delaware, in the District of
Columbia, in any territory, colony, or dependency of the United States, or
in any foreign country or in any colony or dependency thereof, then as to
such jurisdictions and each of them this corporation shall be deemed to
have such powers in so far only as such jurisdictions respectively permit
corporations within their several respective jurisdictions to be organized
for or to execute such powers.

     It is the intention that each of the objects, purposes and powers
specified in each of the paragraphs of this third article of this
Certificate of Incorporation shall, except where otherwise specified, be
nowise limited or restricted by reference to or inference from the terms of
any other paragraph or of any other article in this Certificate of
Incorporation, but that the objects, purposes and powers specified in this
article and in each of the articles or paragraphs of this Certificate shall
be regarded as independent objects, purposes and powers, and the
enumeration of specific purposes and powers shall not be construed to
restrict in any manner the general terms and powers of this corporation,
nor shall the expression of one thing be deemed to exclude another,
although it be of like nature.


                                ARTICLE IV

     The total number of shares of stock of all classes that may be issued
by the Corporation is Two Hundred Twenty-one Million (221,000,000) shares,
of which Twenty Million (20,000,000) shares shall be preferred stock
without par value and shall be designated "Preferred Stock", One Million
(1,000,000) shares shall be second preferred stock of the par value of One
Hundred Dollars ($100.00) each and shall be designated "Second Preferred
Stock" and Two Hundred Million (200,000,000) shares shall be common stock
without par value and shall be designated "Common Stock".

                            I.  PREFERRED STOCK

     1.   The Preferred Stock may be issued in one or more series, from
time to time, with each such series to have such designation, powers,
preferences and relative, participating, optional or other special rights,
and qualifications, limitations or restrictions thereof, as shall be stated
and expressed in the resolution or resolutions providing for the issue of
such series adopted by the Board of Directors of the Corporation (referred
to herein as the "Issuing Resolution" for such series), subject to the
limitations prescribed by law and in accordance with the provisions hereof,
the Board of Directors being hereby expressly vested with authority to
adopt any such resolution or resolutions.

     2.   The authority of the Board of Directors with respect to each
series of the Preferred Stock shall include, but not be limited to, the
determination or fixing of the following:

          (a)  The distinctive designation and number of shares comprising
     such series, which number may (except where otherwise provided by the
     Board of Directors in creating such series) be increased or decreased
     (but not below the number of shares then outstanding) from time to
     time by like action of the Board of Directors;

          (b)  The dividend rate of such series, the conditions upon which
     and times at which such dividends shall be payable, the relation
     which such dividends shall bear to the dividends payable on any other
     series of the Preferred Stock, and whether such dividends shall be
     cumulative or noncumulative;

          (c)  The conditions, if any, upon which the shares of such
     series shall be subject to redemption by the Corporation and the
     times, prices and other terms and provisions upon which the shares of
     the series may be redeemed;

          (d)  Whether or not the shares of the series shall be subject to
     the operation of a retirement or sinking fund to be applied to the
     purchase or redemption of such shares and, if such retirement or
     sinking fund be established, the annual amount thereof and the terms
     and provisions governing the operation of such retirement or sinking
     fund;

          (e)  Whether or not the shares of the series shall be
     convertible into or exchangeable for shares of any other class or
     classes, with or without par value, or of any other series of the
     same class, and, if provision is made for conversion or exchange, the
     times, prices, rates, adjustments, and other terms and conditions of
     such conversion or exchange;

          (f)  Whether or not the shares of the series shall have voting
     rights, in addition to the voting rights provided by law, and, if so,
     the terms of such voting rights;

          (g)  The rights of the shares of the series in the event of
     voluntary or involuntary liquidation, dissolution or winding up of
     the Corporation;

          (h)  The relative seniority, parity or junior rank of such
     series with respect to any other series of the Preferred Stock; and

          (i)  Any other powers, preferences and relative, participating,
     optional or other special rights, and qualifications, limitations or
     restrictions thereof, of the shares of such series, as the Board of
     Directors may deem advisable and as shall not be inconsistent with
     the provisions of this Certificate of Incorporation.

     3.   No holder of shares of any series of the Preferred Stock shall
have any preemptive or preferential right of subscription to any stock of
any class of the Corporation, or to any obligations convertible into stock
of any class, or to any warrant or option for the purchase of stock of any
class, except to the extent granted in the Issuing Resolution creating such
series.

     4.   The Board of Directors of the Corporation shall be empowered to
provide in any Issuing Resolution with respect to any series of the
Preferred Stock that any of the voting powers, designations, preferences,
rights and qualifications, limitations or restrictions of such series may
be made dependent upon facts ascertainable outside this Certificate of
Incorporation or any amendment hereto, or the Issuing Resolution with
respect to such series, so long as the manner in which such facts shall
operate upon the voting powers, designations, preferences, rights and
qualifications, limitations or restrictions of such series is clearly and
expressly set forth in this Certification of Incorporation, as amended, or
in the Issuing Resolution for such series.

     5.   The holders of shares of the Preferred Stock of each series
shall be entitled to receive, when and as declared by the Board of
Directors, out of funds legally available for the payment of dividends,
dividends at the rate fixed by the Board of Directors in the Issuing
Resolution for such series, and no more, before

          (i)  any dividends (other than dividends payable in Second
Preferred Stock or in Common Stock or in any other class of stock ranking
junior to the Preferred Stock both as to dividends and upon liquidation,
dissolution or winding up) shall be declared and paid, or set apart for
payment, on, or

          (ii) any moneys or other consideration (other than shares of
Second Preferred Stock or Common Stock or any other class of stock ranking
junior to the Preferred Stock both as to dividends and upon liquidation,
dissolution or winding up) is set aside for or applied to the purchase or
redemption of,

shares of the Second Preferred Stock or the Common Stock or any other class
of stock ranking junior to the Preferred Stock as to dividends or upon
liquidation, dissolution or winding up.

     6.   The holders of shares of the Preferred Stock of each series
shall be entitled upon liquidation, dissolution or winding up of the
Corporation, whether involuntary or voluntary, to such preferences as are
provided in the Issuing Resolution creating such series of the Preferred
Stock, and no more, before any distribution of the assets of the
Corporation shall be made to or set apart for the holders of shares of the
Second Preferred Stock or the Common Stock or any other class of stock
ranking junior to the Preferred Stock upon liquidation, dissolution or
winding up.  For the purposes of this paragraph 6, a consolidation or
merger of the Corporation with or into one or more other corporations
(whether or not the Corporation is the corporation surviving such
consolidation or merger), or a sale, lease or exchange of all or
substantially all of the assets of the Corporation, shall not be deemed to
be a liquidation, dissolution or winding up, voluntary or involuntary.


               SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

     Section 1.  Designation and Amount.  The distinctive designation of
the series shall be "Series A Junior Participating Preferred Stock."  The
shares constituting such series shall be without par value.  The number of
shares constituting such series shall be 2,000,000, subject to increase or
decrease by action of the Board of Directors as evidenced by a certificate
of designations.

     Section 2.  Dividends and Distributions.  (A)  Subject to the prior
rights of the holders of any shares of any series of Preferred Stock
ranking prior to the shares of Series A Junior Participating Preferred
Stock with respect to dividends, the holders of shares of Series A Junior
Participating Preferred Stock shall be entitled to receive, when and as
declared by the Board of Directors out of funds legally available for the
payment of dividends, quarterly dividends payable in cash on the first day
of January, April, July and October in each year or such other days on
which dividends are declared with respect to the Common Stock (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A Junior Participating
Preferred Stock, in an amount per share (rounded to the nearest cent) equal
to the greater of (a) $10 or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind)
of all non-cash dividends or other distributions (other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise)), declared on the
Common Stock since the immediately preceding Quarterly Dividend Payment
Date, or, with respect to the first Quarterly Dividend Payment Date, since
the first issuance of any share or fraction of a share of Series A Junior
Participating Preferred Stock.  If the Corporation shall at any time after
November 20, 1987 (the "Rights Declaration Date") (i)  declare any dividend
payable in shares of Common Stock, (ii)  subdivide the outstanding Common
Stock, or (iii)  combine the outstanding Common Stock into a smaller number
of shares, then in each such case the amount to which holders of shares of
Series A Junior Participating Preferred Stock were entitled immediately
prior to such event under clause (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

     (B)  The Corporation shall declare a dividend or distribution on the
Series A Junior Participating Preferred Stock as provided in paragraph (A)
above immediately after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares of Common Stock);
provided that, if no dividend or distribution shall have been declared on
the Common Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a dividend of
$10 per share on the Series A Junior Participating Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

     (C)  Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares,
unless (i) such date of issue is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or (ii) such
date of issue is either a Quarterly Dividend Payment Date or a date after
the record date for the determination of holders of shares of Series A
Junior Participating Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of
which events such dividends shall begin to accrue and be cumulative from
such Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall
not bear interest.  Dividends paid on the shares of Series A Junior
Participating Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the
time outstanding.  The Board of Directors may fix a record date for the
determination of holders of shares of Series A Junior Participating
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be no more than 60 days prior to
the date fixed for the payment thereof.

     Section 3.  Voting Rights.  The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:

     (A)  Subject to the provision for adjustment hereinafter set forth,
each share of Series A Junior Participating Preferred Stock shall entitle
the holder thereof to 100 votes on all matters submitted to a vote of the
stockholders of the Corporation.  In the event the Corporation shall at any
time after the Rights Declaration Date (i)  declare any dividend payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or
(iii)  combine the outstanding Common Stock into a smaller number of
shares, then in each such case the number of votes per share to which
holders of shares of Series A Junior Participating Preferred Stock were
entitled immediately prior to such event shall be adjusted by multiplying
such number by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.

     (B)  Except as otherwise provided herein or by law, the holders of
shares of Series A Junior Participating Preferred Stock and the holders of
shares of Common Stock shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation.

     (C)  (i)  If and whenever at any time or times dividends payable on
shares of any Series A Junior Participating Preferred Stock shall have been
in arrears and unpaid in an aggregate amount equal to or exceeding the
amount of dividends payable thereon for six quarterly dividend periods,
then the holders of shares of any Series A Junior Participating Preferred
Stock, together with the holders of any other series of Preferred Stock as
to which dividends are in arrears and unpaid in an aggregate amount equal
to or exceeding the amount of dividends payable thereon for six quarterly
dividend periods, shall have the exclusive right, voting separately as a
class with such other series, to elect two directors of the Corporation,
such directors to be in addition to the number of directors constituting
the Board of Directors immediately prior to the accrual of such right, the
remaining directors to be elected by the other class or classes of stock
entitled to vote therefor at each meeting of stockholders held for the
purpose of electing directors.

     (ii)  Such voting right may be exercised initially either at a
special meeting of the holders of the Preferred Stock having such voting
right, called as hereinafter provided, or at any annual meeting of
stockholders held for the purpose of electing directors, and thereafter at
each such annual meeting until such time as all cumulative dividends
accumulated and payable on the shares of Series A Junior Participating
Preferred Stock shall have been paid in full, at which time such voting
right shall terminate, subject to revesting on the basis set forth in
paragraph (C)(i).

     (iii)  At any time when such voting right shall have vested in
holders of the Preferred Stock, and if such right shall not already have
been initially exercised, a proper officer of the Corporation shall, upon
the written request of the record holders of 10% in number of shares of
Preferred Stock having such voting right then outstanding, addressed to the
Secretary of the Corporation, call a special meeting of the holders of
Preferred Stock having such voting right and of any other class or classes
of stock having voting power with respect to the election of such
directors.  Such meeting shall be held at the earliest practicable date
upon the notice required for annual meetings of stockholders at the place
for holding annual meetings of stockholders of the Corporation or, if none,
at a place designated by the Board of Directors.  If such meeting is not
called by the proper officers of the Corporation within 30 days after the
personal service of such written request upon the Secretary of the
Corporation, or within 30 days after mailing the same within the United
States of America, by registered mail, addressed to the Secretary of the
Corporation at its principal office (such mailing to be evidenced by the
registry receipt issued by the postal authorities), then the record holders
of 10% in number of shares of the Preferred Stock then outstanding which
would be entitled to vote at such meeting may designate in writing one of
their number to call such meeting at the expense of the Corporation, and
such meeting may be called by such person so designated upon the notice
required for annual meetings of stockholders and shall be held at the same
place as is elsewhere provided for in this paragraph (C)(iii) or such other
place as is selected by such designated stockholder.  Any holder of the
Preferred Stock who would be entitled to vote at such meeting shall have
access to the stock books of the Corporation for the purpose of causing a
meeting of stockholders to be called pursuant to the provisions of this
paragraph (C).  Notwithstanding the provisions of this paragraph (C), no
such special meeting shall be called during a period within 90 days
immediately preceding the date fixed for the next annual meeting of
stockholders.

     (iv)  At any meeting held for the purpose of electing directors at
which the holders of the Preferred Stock shall have the right to elect two
directors in addition to the number of directors constituting the Board of
Directors immediately prior to accrual of such right as provided herein,
the presence in person or by proxy of the holders of 40% of the then
outstanding shares of Preferred Stock having such right shall be required
and shall be sufficient to constitute a quorum of such class of the
election of directors by such class.  At any such meeting or adjournment
thereof (i) the absence of a quorum of the holders of the Preferred Stock
having such right shall not prevent the election of directors other than
those to be elected by the holders of the Preferred Stock, and the absence
of a quorum or quorums of the holders of capital stock entitled to elect
such other directors shall not prevent the election of directors to be
elected by the holders of the Preferred Stock entitled to elect such
directors and (ii) except as otherwise required by law, in the absence of a
quorum of the holders of any class of stock entitled to vote for the
election of directors, a majority of the holders present in person or by
proxy of such class shall have the power to adjourn the meeting for the
election of directors which the holders of such class are entitled to
elect, from time to time, without notice other than announcement at the
meeting, until a quorum is present.

     (v)  Any vacancy in the Board of Directors in respect of a director
elected by holders of Preferred Stock pursuant to the voting right created
under this paragraph (C) shall be filled by vote of the remaining director
so elected, or if there be no such remaining director, by the holders of
Preferred Stock entitled to elect such director or directors at a special
meeting called in accordance with the procedures set forth in paragraph
(C)(iii), or, if no such special meeting is called, at the next annual
meeting of stockholders.  Upon any termination of such voting right,
subject to the requirements of the General Corporation Law of Delaware, the
term of office of all directors elected by holders of Preferred Stock
voting separately as a class shall terminate.

     (D)  Except as set forth herein, or as required by law, holders of
Series A Junior Participating Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the extent they
are entitled to vote with holders of Common Stock as set forth herein) for
taking any corporate action.  

     Section 4.  Certain Restrictions.  (A)  Whenever quarterly dividends
or other dividends or distributions payable on the Series A Junior
Participating Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions,
whether or not declared, on shares of Series A Junior Participating
Preferred Stock outstanding shall have been paid in full, the Corporation
shall not:

     (i)  declare or pay dividends on or make any other distributions on
any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Junior
Participating Preferred Stock, except dividends paid ratably on the Series
A Junior Participating Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to
which the holders of all such shares are then entitled;

     (ii)  purchase or otherwise acquire for consideration any shares of
Series A Junior Participating Preferred Stock, or any shares of stock
ranking on a parity with the Series A Junior Participating Preferred Stock,
except in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all holders of
such shares upon such terms as the Board of Directors, after consideration
of the respective annual dividend rates and other relative rights and
preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective
series or classes.

     (B)  The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares
of stock of the Corporation unless the Corporation could, under Article IV,
Section I of its Certificate of Incorporation or paragraph (A) of this
Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

     Section 5.  Reacquired Shares.  Any shares of Series A Junior
Participating Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and cancelled
promptly after the acquisition thereof.  All such shares shall upon their
cancellation become authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors, subject to the
conditions and restrictions on issuance set forth herein.

     Section 6.  Liquidation, Dissolution or Winding Up.  (A)  Upon any
liquidation (voluntary or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of
stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred
Stock unless, prior thereto, the holders of shares of Series A Junior
Participating Preferred Stock shall have received $100 per share, plus an
amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment (the "Series A
Liquidation Preference").  Following the payment of the full amount of the
Series A Liquidation Preference, no additional distributions shall be made
to the holders of shares of Series A Junior Participating Preferred Stock
unless, prior thereto, the holders of shares of Common Stock shall have
received an amount per share (the "Common Adjustment") equal to the
quotient obtained by dividing (i) the Series A Liquidation Preference by
(ii) 100 (as appropriately adjusted as set forth in paragraph C below to
reflect such events as stock splits, stock dividends and recapitalizations
with respect to the Common Stock) (such number in clause (ii), the
"Adjustment Number").  Following the payment of the full amount of the
Series A Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series A Junior Participating Preferred Stock and
Common Stock, respectively, holders of Series A Junior Participating
Preferred Stock and holders of shares of Common Stock shall receive their
ratable and proportionate share of the remaining assets to be distributed
in the ratio of the Adjustment Number to 1 with respect to such Preferred
Stock and Common Stock, on a per share basis, respectively.

     (B)  (i)  If there are not sufficient assets available to permit
payment in full of the Series A Liquidation Preference and the liquidation
preferences of all other series of preferred stock, if any, which rank on a
parity with the Series A Junior Participating Preferred Stock, then such
assets as are available shall be distributed ratably to the holders of such
parity shares in proportion to their respective liquidation preferences. 
(ii)  If there are not sufficient assets available to permit payment in
full of the Common Adjustment, then such assets as are available shall be
distributed ratably to the holders of Common Stock.

     (C)  If the Corporation shall at any time after November 20, 1987 (i)
declare any dividend payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the Adjustment
Number in effect immediately prior to such event shall be adjusted by
multiplying such Adjustment Number by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

     Section 7.  Consolidation, Merger, etc.  In case the Corporation
shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or
changed into other stock or securities, cash and/or any other property,
then in any such case the shares of Series A Junior Participating Preferred
Stock shall at the same time be similarly exchanged or changed in an amount
per share (subject to the provision for adjustment hereinafter set forth)
equal to 100 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into which or for
which each share of Common Stock is changed or exchanged.  If the
Corporation shall at any time after the Rights Declaration Date (i) declare
any dividend payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of
shares of Series A Junior Participating Preferred Stock shall be adjusted
by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

     Section 8.  No Redemption.  The shares of Series A Junior
Participating Preferred Stock shall not be redeemable.

     Section 9.  Ranking.  The Series A Junior Participating Preferred
Stock shall rank junior to all other series of the Corporation's Preferred
Stock as to the payment of dividends and the distribution of assets, unless
the Issuing Resolution with respect to any such series shall provide
otherwise.

     Section 10.  Fractional Shares.  Series A Junior Participating
Preferred Stock may be issued in fractions of a share which shall entitle
the holder, in proportion to such holder's fractional shares, to exercise
voting rights, receive dividends, participate in distributions and to have
the benefit of all other rights of holders of Series A Junior Participating
Preferred Stock.


                        II.  SECOND PREFERRED STOCK

     1.   The Second Preferred Stock may be issued, from time to time, in
one or more series, in any manner now or hereafter permitted by law.

     2.   The shares of each series shall have the designations,
preferences and relative, participating, optional or other special rights,
and the qualifications, limitations or restrictions thereof, which are
stated and expressed in this section II, and those which are stated and
expressed in the resolution or resolutions providing for the issue of such
series, adopted by the Board of Directors under the authority granted to
the Board of Directors by the provisions of paragraph 3 of this section II.

     3.   Authority is hereby expressly granted to and vested in the Board
of Directors of the Corporation to provide for the issue of the Second
Preferred Stock in one or more series, and with respect to each such series
to fix, by resolution or resolutions, the following:

          (a)  The maximum number of shares to constitute the series and
     the distinctive designation of the shares;

          (b)  The annual dividend rate on the shares of the series and
     the date or dates from which dividends shall accumulate;

          (c)  The amount which the holders of shares of the series shall
     be entitled to receive upon the voluntary liquidation, dissolution or
     winding up of the Corporation, which shall not be less than the par
     value plus an amount equal to all accumulated and unpaid dividends to
     the date of final distribution to such holders;

          (d)  Whether or not the shares of the series shall be subject to
     redemption at the option of the Corporation and if so, the price
     which holders of shares so redeemed shall be entitled to receive,
     which price may vary at different redemption dates but shall in no
     event be less than the par value per share plus an amount equal to
     all accumulated and unpaid dividends to the date of redemption, and
     if such price varies, the period during which each such variation in
     price shall be applicable;

          (e)  Whether or not the shares of the series shall be subject to
     redemption through the operation of a sinking fund and, if so, the
     terms and provisions of such sinking fund and the extent to which and
     the manner in which such fund shall be applied to the purchase,
     redemption or other acquisition of shares of the series and the
     redemption price for shares redeemed through the sinking fund, which
     price may vary at different redemption dates but shall in no event be
     less than the par value per share plus an amount equal to all
     accumulated and unpaid dividends to the date of redemption, and if
     such price varies, the period during which each such variation in
     price shall be applicable;

          (f)  Whether or not there shall be a purchase fund to acquire
     shares of the series and, if so, the terms and provisions of the
     purchase fund and the extent to which and the manner in which such
     purchase fund shall be applied to the acquisition of shares of the
     series;

          (g)  The limitations and restrictions, if any, in addition to,
     but not in derogation of, the limitations and restrictions set forth
     in paragraph 5 of this section II, which are to be effective while
     any shares of the series are outstanding, upon payment of dividends
     on, or making of other distributions on, and upon the purchase,
     redemption or other acquisition by the Corporation or any subsidiary
     of, shares of Common Stock or any other class of stock ranking junior
     to the Second Preferred Stock as to dividends or upon liquidation;

          (h)  The conditions or restrictions, if any, which are to be
     effective while any shares of the series are outstanding, upon the
     creation of indebtedness of the Corporation or upon the issuance of
     shares of stock of the Corporation;

          (i)  Any voting rights of the shares of the series, other than
     the voting rights for the election of Directors provided by paragraph
     13 of this section II, in addition to and not inconsistent with those
     granted by this Article IV to the holders of the Second Preferred
     Stock;

          (j)  The right, if any, to exchange or convert the shares of the
     series into shares of any other series of the Second Preferred Stock
     or into shares of any other class of stock of the Corporation and the
     rate or basis, time, manner and conditions of exchange or conversion
     or the method by which the same shall be determined;

          (k)  Any other designations, preferences and relative,
     participating, optional or other special rights, and qualifications,
     limitations or restrictions thereof, of the series, which are now or
     hereafter permitted by the laws of Delaware, and which are not
     inconsistent with the provisions of paragraphs 4 to 17, inclusive, of
     this section II.

     The resolution or resolutions providing for the issue of shares of
any series are herein referred to as the "Issuing Resolution" for that
series.

     4.   All series of the Second Preferred Stock shall be senior to the
Common Stock and each series of the Second Preferred Stock shall rank
equally with every other series.  Each share of any one series shall be
identical with every other share of that series except as to the date or
dates from which dividends shall accumulate.

     5.   Subject to the provisions of paragraph 5 of section I of this
Article IV and to any limitation or restriction contained in the Issuing
Resolution for any series of Preferred Stock, the holders of shares of each
series of the Second Preferred Stock shall be entitled to receive cash
dividends, when and as declared by the Board of Directors out of any funds
legally available therefor, at the annual rate fixed in the Issuing
Resolution for that particular series and no more.  Such dividends on each
series of the Second Preferred Stock shall be payable quarterly on the
first day of February, May, August and November in each year to holders of
record on a date, not more than fifty (50) days before each such dividend
payment date, to be determined by the Board of Directors in advance of the
payment of each particular dividend.  Dividends on each series of the
Second Preferred Stock shall be cumulative and preferential so that in no
event shall any dividend or other distribution (other than dividends
payable in Common Stock or in any other class of stock ranking junior to
the Second Preferred Stock as to dividends and upon liquidation) be
declared or paid upon or set apart for the Common Stock or any other class
of stock ranking junior to the Second Preferred Stock as to dividends or
upon liquidation nor shall any moneys or other consideration (other than
shares of Common Stock or any other class of stock ranking junior to the
Second Preferred Stock as to dividends and upon liquidation) be set aside
for or applied to the purchase or redemption of shares of Common Stock or
any other class of stock ranking junior to the Second Preferred Stock as to
dividends or upon liquidation, unless all dividends on each then
outstanding series of the Second Preferred Stock for all past
quarter-yearly dividend periods shall have been paid, or declared and a sum
sufficient for the payment thereof set apart, and the full dividend thereon
for the then quarterly dividend period shall have been or concurrently
shall be paid or declared.  With respect to each series of the Second
Preferred Stock, such dividends shall accumulate from the date or dates
fixed in the Issuing Resolution for such series which date or dates shall
in no instance be more than ninety days before or after the date of the
issuance of those shares for which the date is being set.  No dividends
shall be declared on any series of the Second Preferred Stock in respect of
any dividend period unless the same proportion of the annual dividend rate
respectively applicable to the shares of every series of the Second
Preferred Stock at the time outstanding shall likewise be declared as a
dividend in respect of such dividend period.

     The term "accumulated and unpaid dividends" means, in respect of each
share of the Second Preferred Stock of any series, that amount which shall
be equal to simple interest upon the par value of such share at the
dividend rate for such series from the date from which dividends on such
share commenced to accumulate to the date as of which the computation is to
be made, less the aggregate amount (without interest thereon) of all
dividends theretofore paid or declared and set aside for payment in respect
thereof.

     6.  (a) In the event of any involuntary liquidation, dissolution or
winding up of the Corporation, the holders of the shares of every series of
the Second Preferred Stock shall, subject to the provisions of paragraph 6
of section I of this Article IV, be entitled to receive payment at the rate
of $100 per share, plus an amount equal to all accumulated and unpaid
dividends to the date of final distribution to such holders, and no more,
before any payment or distribution of the assets of the Corporation shall
be made to or set apart for the holders of the Common Stock or any other
class of stock ranking junior to the Second Preferred Stock upon
liquidation.

     (b)  In the event of any voluntary liquidation, dissolution or
winding up of the Corporation, the holders of the shares of each series of
the Second Preferred Stock shall, subject to the provisions of paragraph 6
of section I of this Article IV, be entitled to receive the amount set
forth for such payment in the Issuing Resolution for that particular
series, which amount shall in no case be less than $100 per share, plus an
amount equal to all accumulated and unpaid dividends to the date of final
distribution to such holders, and no more, before any payment or
distribution of the assets of the Corporation shall be made to or set apart
for the holders of the Common Stock or any other class of stock ranking
junior to the Second Preferred Stock upon liquidation.

     (c)  If, upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the assets of the
Corporation, or proceeds thereof, distributable among the holders of the
Second Preferred Stock shall be insufficient to pay in full the
preferential amount for every series of the Second Preferred Stock, then
such assets or the proceeds thereof shall be distributed among the holders
of the shares of all series of the Second Preferred Stock in proportion to
the respective amounts to which they would be entitled if all amounts
payable thereon were paid in full.

     (d)  For the purposes of this paragraph 6, a consolidation or merger
of the Corporation with or into one or more other corporations (whether or
not the Corporation is the corporation surviving such consolidation or
merger), or a sale, lease or exchange of all or substantially all of the
assets of the Corporation, shall not be deemed to be a liquidation,
dissolution or winding up, voluntary or involuntary.

     7.   (a)  If the Issuing Resolution for any series of the Second
Preferred Stock provides that the Corporation, at the option of the Board
of Directors, may redeem at any time all, or from time to time any part, of
the shares of the Second Preferred Stock of such series at the time
outstanding or if the Issuing Resolution for any series of the Second
Preferred Stock provides for the creation of a sinking fund to redeem
outstanding shares of that series of the Second Preferred Stock, the shares
of the series to be redeemed at the option of the Board of Directors or to
be redeemed through operation of the sinking fund shall be redeemed in the
manner set forth in this paragraph 7.

     (b)  Notice of every such redemption shall be mailed at least 30 days
in advance of the date designated for such redemption (herein called the
"redemption date") to the holders of record of the shares of the Second
Preferred Stock so to be redeemed at their respective addresses as the same
shall appear on the books of the Corporation.  In order to facilitate the
redemption of any shares of the Second Preferred Stock that may be chosen
for redemption as provided in this paragraph 7, the Board of Directors
shall be authorized to cause the transfer books of the Corporation to be
closed as to such shares as of a date within fifteen (15) days prior to the
redemption date.  In case of the redemption of a part only of any series of
the Second Preferred Stock at the time outstanding, the shares of such
series so to be redeemed shall be selected by lot or by such other
equitable method as the Board of Directors may determine.

     (c)  If said notice of redemption shall have been given as aforesaid,
and if on or before the redemption date, the funds necessary for such
redemption shall have been set aside by the Corporation, separate and apart
from its other funds, in trust for the pro rata benefit of the holders of
the shares so called for redemption, then, from and after the redemption
date, notwithstanding that any certificate for shares of the Second
Preferred Stock so called for redemption shall not have been surrendered
for cancellation, the shares represented thereby shall not be deemed
outstanding, and all rights of the holders of the shares of the Second
Preferred Stock so called for redemption shall forthwith, from and after
the redemption date, cease and terminate, excepting only the right to
receive the redemption price therefor but without interest.  Any moneys so
set aside by the Corporation and unclaimed at the end of six years from the
date fixed for such redemption shall revert to the general funds of the
Corporation after which reversion any holder of such shares so called for
redemption shall have only such rights, if any, as he may possess under
applicable law to receive from the Corporation payment of the redemption
price.

     (d)  If, on or before the redemption date, the Corporation shall
deposit in trust, with a bank or trust company in the Borough of Manhattan,
in the City of New York, having a capital and surplus of at least
$5,000,000, the funds necessary for the redemption of the shares of the
Second Preferred Stock so to be redeemed, to be applied to the redemption
of such shares, and if the Corporation shall have given notice of
redemption as aforesaid or given irrevocable written authorization to such
bank or trust company, in form satisfactory to it, for the timely giving of
such notice, then from and after the time when such deposit is made all
shares of the Second Preferred Stock so called for redemption shall not be
deemed to be outstanding, and all rights of the holders of such shares of
the Second Preferred Stock so called for redemption shall cease and
terminate, excepting only the right to receive the redemption price
therefor, but without interest.

     In case such deposit is made with a bank or trust company and any
holder of shares of the Second Preferred Stock which shall have been called
for redemption shall not, within one year after the redemption date, claim
the amount deposited with respect to the redemption thereof, such bank or
trust company shall, upon demand, pay over to the Corporation such
unclaimed amount and thereupon such bank or trust company shall be relieved
of all responsibility in respect thereof to such holder and such holder
thereafter shall have only such rights, if any, as he may possess under
applicable law to receive from the Corporation payment thereof.  Any
interest accrued on funds so deposited shall be paid to the Corporation
from time to time.  Any such unclaimed amounts paid over by any such bank
or trust company to the Corporation shall, for a period terminating six
years after the date fixed for redemption, be set aside and held by the
Corporation in the same manner as if such unclaimed amounts had been set
aside under the preceding paragraph 7(c).

     8.   Whether or not the Issuing Resolution for any series of the
Second Preferred Stock provides for optional redemption of shares, or for a
sinking fund or a purchase fund for the redemption or purchase of shares of
such series, the Corporation shall have the right, subject to the
provisions of paragraph 5 of section I of this Article IV and subject to
any limitation thereon in any Issuing Resolution for any series of
Preferred Stock or Second Preferred Stock, at any time to purchase
privately or in the public markets, and to solicit tenders of, any portion
or the whole of the shares of any or all series at prices which are not in
excess of the respective redemption prices of such shares.

     9.   (a)  All shares of any series of the Second Preferred Stock
which have been acquired through the operation of a purchase fund or of a
sinking fund or by redemption or have been credited against any purchase
fund or sinking fund or have been surrendered to the Corporation on the
conversion or exchange thereof into or for other shares of the Corporation
shall, upon compliance with any applicable provisions of the General
Corporation Law of the State of Delaware, have the status of authorized and
unissued shares of the Second Preferred Stock, but shall be reissued only
as, or as part of, a new series of the Second Preferred Stock to be created
by an Issuing Resolution of the Board of Directors or as part of any other
series of the Second Preferred Stock the terms of which do not prohibit
such reissue as a part thereof, and shall not be reissued as a part of the
series of which they were originally a part.

     (b)  All shares of any series of the Second Preferred Stock which
have been acquired otherwise than through the operation of a purchase fund
or of a sinking fund or by redemption and which have not been credited
against any purchase fund or sinking fund, and which have not been
surrendered to the Corporation on the conversion or exchange thereof into
or for other shares of the Corporation, shall have the status of treasury
stock and may be disposed of as permitted by law.

     10.  So long as any of the Second Preferred Stock is outstanding, the
Corporation will not, without the affirmative vote or consent of the
holders of at least 66-2/3% of all of the Second Preferred Stock at the
time outstanding, voting as a class regardless of series, given in person
or by proxy, either in writing or by resolution adopted at a special
meeting called for the purpose:
     
          (a)  Amend, alter or repeal any of the provisions of this
     Article IV so as to affect adversely the designations, preferences
     and relative, participating, optional or other special rights, or the
     qualifications, limitations or restrictions thereof, of all of the
     series of the Second Preferred Stock;

          (b)  (i) increase the authorized amount of the Preferred Stock,
     (ii) create any other class or classes of stock ranking senior to the
     Second Preferred Stock either as to dividends or upon liquidation,
     (iii) create any class or classes of stock which have any right to be
     converted into any class or classes of stock ranking senior to the
     Second Preferred Stock as to dividends or upon liquidation or grant
     any rights to any class of stock to be so converted, or (iv) merge or
     consolidate with or into any other corporation, if such merger or
     consolidation would affect adversely the designations, preferences
     and relative, participating, optional or other special rights, or the
     qualifications, limitations or restrictions thereof, of all of the
     series of the Second Preferred Stock.

     11.  The Corporation will not amend, alter or repeal any of the
provisions of this Article IV or of any Issuing Resolution for series of
Second Preferred Stock so as to affect adversely the designations,
preferences and relative, participating, optional or other special rights,
or the qualifications, limitations or restrictions thereof, of one or more,
but not all, series of the Second Preferred Stock, or merge or consolidate
with or into any other corporation if such merger or consolidation would
affect adversely the designations, preferences and relative, participating,
optional or other special rights, or the qualifications, limitations or
restrictions thereof, of one or more, but not all, series of the Second
Preferred Stock, without the affirmative vote or consent of the holders of
at least 66-2/3% of each series so adversely affected at the time
outstanding, voting as a class, in person or by proxy, either in writing or
by resolution adopted at a special meeting called for the purpose, but the
other series of the Second Preferred Stock not affected thereby shall not
have the right to vote thereon.

     12.  The Corporation will not, without the affirmative vote or
consent of the holders of at least a majority of all of the Second
Preferred Stock at the time outstanding, voting as a class regardless of
series, given in person or by proxy, either in writing or by resolution
adopted at a special meeting called for the purpose, (a) increase the
authorized amount of the Second Preferred Stock, (b) create any class or
classes of stock ranking on a parity with the Second Preferred Stock either
as to dividends or upon liquidation, or (c) create any class or classes of
stock which have any right to be converted into any class or classes of
stock ranking on a parity with the Second Preferred Stock as to dividends
or upon liquidation or grant any rights to any class of stock to be so
converted.

     13.  (a)  If, and whenever, at any time or times, there shall remain
unpaid, on any series of the Second Preferred Stock, the dividends which
were payable for four full quarterly dividend periods, or if any arrearage
or default in any sinking fund provided for in any Issuing Resolution shall
occur under such conditions and continue for such period of time as, under
the provisions of such Issuing Resolution, to entitle the holders of the
outstanding shares of the Second Preferred Stock to the voting rights
provided by this paragraph 13, the outstanding Second Preferred Stock of
all series, voting separately as a class, shall have the right to elect two
Directors and the remaining Directors shall be elected by the holders of
shares of the Common Stock (subject to the voting rights of the holders of
the Preferred Stock).

     (b)  Whenever such right of the holders of the Second Preferred Stock
shall have vested, such right may be exercised initially either at a
special meeting of such holders of the Second Preferred Stock called as
provided in this paragraph, or at any annual meeting of stockholders, and
thereafter at annual meetings of stockholders.  If the date upon which such
right of the holders of the Second Preferred Stock shall become vested
shall be more than sixty days preceding the date of the next ensuing annual
meeting of stockholders as fixed by the By-Laws of the Corporation, the
President of the Corporation shall call promptly a special meeting of the
holders of the Second Preferred Stock and the Common Stock to be held
within thirty days for the purpose of electing a new Board of Directors
(exclusive of any Directors elected to represent the Preferred Stock
pursuant to the provisions of section I of this Article IV) to serve until
the next annual meeting and until their successors shall be elected and
shall qualify.  Notice of such meeting shall be mailed to each holder of
Second Preferred Stock and each holder of Common Stock not less than ten
days prior to the date of such meeting.  If at any such meeting any
Director (other than a Director elected to represent the Preferred Stock)
shall not be re-elected, his term of office shall end upon the election of
his successor, notwithstanding that the term for which he was originally
elected shall not then have expired.  In the event that at any such meeting
at which holders of the Second Preferred Stock shall be entitled to elect
Directors, a quorum of the holders of the Second Preferred Stock shall not
be present in person or by proxy, the holders of the Common Stock, if a
quorum thereof be present, may elect the Directors whom the holders of the
Second Preferred Stock were entitled, but failed, to elect.  Such Directors
shall be designated as having been so elected to represent the Second
Preferred Stock and their successors shall be elected by the holders of the
Second Preferred Stock at the next annual meeting.

     (c)  Whenever the holders of the Second Preferred Stock shall be
entitled to elect Directors as provided in paragraph 13(a) of this section
II, any holder of Second Preferred Stock shall have the right, during
regular business hours, in person or by a duly authorized representative,
to examine and to make transcripts of the stock records of the Corporation
for the Second Preferred Stock for the purpose of communicating with other
holders of Second Preferred Stock with respect to the exercise of such
right of election.

     (d)  At any election of members of the Board of Directors by the
Second Preferred Stock, each holder of Second Preferred Stock shall have
one vote for each share of such stock standing in his name on the books of
the Corporation on any record date fixed for such purpose, or, if no such
date be fixed, on the date on which the election is held.

     (e)  The right of the holders of the Second Preferred Stock, voting
separately as a class, to elect members of the Board of Directors of the
Corporation as aforesaid shall continue until such time as any and all
unpaid dividends shall have been paid and any and all sinking fund
arrearages and defaults shall have been fully cured, at which time the
right of the holders of the Second Preferred Stock to elect members of the
Board of Directors shall terminate, subject to revesting.

     (f)  Whenever the holders of the Second Preferred Stock shall be
divested of the right to elect members of the Board of Directors, the
President of the Corporation shall, within ten days after delivery to the
Corporation at its principal office of a request to such effect signed by
any holder of Common Stock, call a special meeting of the holders of the
Common Stock to be held within forty days after the delivery of such
request for the purpose of electing a new Board of Directors (exclusive of
any Directors elected to represent the Preferred Stock pursuant to the
provisions of section I of this Article IV) to serve until the next annual
meeting or until their respective successors shall be elected and shall
qualify.  If, at any such special meeting, any Director (other than a
Director elected to represent the Preferred Stock) shall not be re-elected,
his term of office shall terminate upon the election and qualification of
his successor, notwithstanding that the term for which such Director was
originally elected shall not then have expired.

     14.  At any annual or special meeting of stockholders held for the
purpose of electing Directors when the holders of the Second Preferred
Stock shall be entitled to elect members of the Board of Directors as
provided in paragraph 13 of this section II, the presence in person or by
proxy of the holders of one-third of all of the outstanding shares of the
Second Preferred Stock regardless of series shall be required to constitute
a quorum for the election by the Second Preferred Stock of such Directors,
and the presence in person or by proxy of the holders of a majority of the
outstanding shares of the Common Stock shall be required to constitute a
quorum for the election by the Common Stock of the remaining Directors
(other than Directors elected to represent the Preferred Stock pursuant to
the provisions of section I of this Article IV); provided, however, that
absence of a quorum of the Common Stock shall not prevent the Second
Preferred Stock if it has a quorum present from electing the number of
Directors such class shall be entitled to elect and the Directors so
elected by the Second Preferred Stock shall replace an equal number of
Directors then in office.  The Directors to be replaced by those elected by
the holders of the Second Preferred Stock shall be designated by the Board
of Directors of the Corporation; and, if the Board of Directors shall fail
to make such designation within 15 days following such meeting, then such
designation shall be made by the Directors elected by the holders of the
Second Preferred Stock.  The absence of a quorum of the Second Preferred
Stock shall not prevent the Common Stock from electing the entire Board of
Directors (other than Directors elected to represent the Preferred Stock)
which shall include the proper number of members to represent the Second
Preferred Stock.

     15.  If, during any interval between annual meetings of stockholders
for the election of Directors and while the holders of the Second Preferred
Stock shall be entitled to elect Directors, one of the Directors in office
elected by the holders of the Second Preferred Stock shall resign or die or
be removed, the vacancy shall be filled by a majority vote of all of the
remaining Directors then in office, although less than a quorum, who shall
elect a nominee designated by the remaining Director elected by the holders
of the Second Preferred Stock or his successor and if not so filled within
forty days after the creation thereof, the President of the Corporation
shall call a special meeting in the manner provided in paragraph 13 of this
section II but limited to the holders of shares of the Second Preferred
Stock and such vacancy shall be filled at such special meeting, to be held
within forty days after the delivery of such request.

     16.  If the Corporation is unable to meet the requirements of all
sinking fund and of all purchase fund provisions of all Issuing Resolutions
for series of Second Preferred Stock containing such provisions, the number
of shares of the respective series to be redeemed or purchased, as the case
may be, shall be in proportion to the respective amounts which would be
redeemed or purchased if all such provisions were complied with in full.

     17.  No holder of shares of any series of the Second Preferred Stock
shall have any preemptive or preferential right of subscription to any
stock of any class of the Corporation, or to any obligations convertible
into stock of any class, or to any warrant or option for the purchase of
stock of any class but the Board of Directors of the Corporation, in the
Issuing Resolution creating any series of the Second Preferred Stock, may
confer on that series the right to subscribe to additional shares of that
series or to shares of any series of the Second Preferred Stock which may
be created thereafter.


                            III.  COMMON STOCK

     1.   All rights shall be held and possessed by the Common Stock
except for the designations, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations or
restrictions thereof, conferred on the Preferred Stock and the Second
Preferred Stock by applicable law, by the provisions of sections I and II
of this Article IV or by the provisions of any Issuing Resolutions for
series of the Preferred Stock or the Second Preferred Stock.

     2.   Holders of the shares of Common Stock without par value shall
have no right to subscribe for or purchase any part of any new or
additional issue of stock of any class whatsoever or of securities
convertible into stock of any class whatsoever whether now or hereafter
authorized.


                                 ARTICLE V

     The number of shares with which this corporation will commence
business is ten (10) shares of common stock, which shares are without
nominal or par value.


                                ARTICLE VI

     This corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner
now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.


                                ARTICLE VII

     This corporation is to have perpetual existence.


                               ARTICLE VIII

     The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatever.


                                ARTICLE IX

     In furtherance, and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:

     1.   To make, alter, amend and rescind the by-laws of this
corporation, without any action on the part of the stockholders.

     2.   To authorize and cause to be executed mortgages and liens upon
the real and personal property of this corporation.

     3.   To fix, determine and vary the amount to be maintained as
surplus and, subject to the other provisions and requirements of this
Certificate of Incorporation, the amount or amounts to be set apart or
reserved as working capital or for any other lawful purposes.  If so
determined by the Board of Directors, the corporation may from time to time
receive money and/or other property and credit the amount or value thereof
to reserve or surplus, and such money or other property may be an undivided
part of money or other property for another part of which stock, bonds,
debentures and/or other obligations of the corporation are issued.  Against
any reserve or surplus so established there may be charged losses at any
time incurred by the corporation, also dividends or other distributions
upon stock.  Such reserve or surplus may be reduced from time to time by
the Board of Directors for the purposes above specified or by transfer from
such reserve or surplus to capital account.

     4.   From time to time to determine whether and to what extent, and
at what times and places, and under what conditions and regulations, the
accounts and books of this corporation (other than the stock ledger), or
any of them, shall be open to inspection of stockholders; and no
stockholder shall have any right of inspecting any account, book or
document of this corporation except as conferred by statute, unless
authorized by a resolution of stockholders or directors.

     5.   If the by-laws so provide, to designate two or more of its
number to constitute an executive committee, which committee shall for the
time being, as provided in said resolution or in the by-laws of this
corporation, have and exercise any or all of the powers of the Board of
Directors in the management of the business and affairs of this
corporation, and have power to authorize the seal of this corporation to be
affixed to all papers which may require it.

     6.   Pursuant to the affirmative vote of the holders of at least a
majority of the stock issued and outstanding having voting power, given at
a stockholders' meeting duly called for that purpose, or when authorized by
the written consent of the holders of a majority of the voting stock issued
and outstanding, the Board of Directors shall have power and authority at
any meeting to sell, lease or exchange all of the property and assets of
this corporation, including its goodwill and its corporate franchises, upon
such terms and conditions as its Board of Directors deem expedient and for
the best interests of the corporation.

     7.   Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application
in a summary way of this corporation or of any creditor or stockholder
thereof, or on the application of any receiver or receivers appointed for
this corporation under the provisions of Section 3883 of the Revised Code
of 1915 of said State, or on the application of trustees in dissolution or
of any receiver or receivers appointed for this corporation under the
provisions of Section 43 of this Chapter, order a meeting of the creditors
or class of creditors, and/or of the stockholders or class of stockholders
of this corporation, as the case may be, to be summoned in such manner as
the said court directs.  If a majority in number representing three-fourths
in value of the creditors or class of creditors, and/or of the stockholders
or class of stockholders of this corporation, as the case may be, agree to
any compromise or arrangement and to any reorganization of this corporation
as a consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the court
to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

     8.   This corporation may in its by-laws confer powers upon its
directors in addition to the foregoing and in addition to the powers and
authorities expressly conferred upon them by the statute.

     9.   Both stockholders and directors shall have power, if the by-laws
so provide, to hold their meetings, and to have one or more offices within
or without the State of Delaware and to keep the books of this corporation
(subject to the provisions of the statutes), outside of the State of
Delaware at such places as may be from time to time designated by the Board
of Directors.


                                 ARTICLE X

     The number of directors of this corporation shall be such number, not
less than three, as shall from time to time be fixed by the by-laws of the
corporation.  In case of any vacancy in the Board of Directors through
death, resignation, disqualification or other cause, the remaining
directors, by affirmative vote of a majority thereof, may elect a successor
to office for the unexpired portion of the term of the director whose place
shall be vacant and until the election of a successor.


                                ARTICLE XI

     A director of this corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except that nothing contained in this Article
XI shall eliminate or limit the liability of a director (1) for any breach
of the director's duty of loyalty to the corporation or its stockholders,
(2) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) under Section 174 of the
Delaware General Corporation Law, or (4) for any transaction from which the
director derived an improper personal benefit.  No amendment to or repeal
of this Article XI shall apply to or have any effect on the liability or
alleged liability of any director of the corporation for or with respect to
any acts or omissions of such director occurring prior to such amendment or
repeal.


                                ARTICLE XII

     In the absence of fraud, no contract or transaction between this
corporation and any other association or corporation shall be affected by
the fact that any of the Directors or officers of this corporation are
interested in or are directors or officers of such other association or
corporation, and any director or officer of this corporation individually
may be a party to or may be interested in any such contract or transaction
of this corporation; and no such contract or transaction of this
corporation with any person or persons, firm, association or corporation
shall be affected by the fact that any director or officer of this
corporation is a party to or interested in such contract or transaction or
in any way connected with such person or persons, firm, association or
corporation; and each and every person who may become a director or officer
of this corporation is hereby relieved from any liability that might
otherwise exist from thus contracting with this corporation for the benefit
of himself or any person, firm, association or corporation in which he may
be in any wise interested.


     IN WITNESS WHEREOF, the corporation has caused its corporate seal to
be affixed and this Restated Certificate of Incorporation to be signed by
its Senior Vice President and General Counsel and attested by its Secretary
this 21st day of October, 1988.

                                        REYNOLDS METALS COMPANY


                                        By John H. Galea
                                          John H. Galea
                                          Senior Vice President and
                                          General Counsel

ATTEST:  


Donald T. Cowles  
Donald T. Cowles
Secretary



                         CERTIFICATE OF OWNERSHIP
                                AND MERGER
                                  MERGING
                         FOIL DISTRIBUTING COMPANY
                                   INTO
                          REYNOLDS METALS COMPANY
                    ___________________________________

                      Pursuant to Section 253 of the
                     Delaware General Corporation Law

                    ___________________________________


          REYNOLDS METALS COMPANY, a corporation incorporated on the 18th
day of July, 1928, pursuant to the provisions of the General Corporation
Law of the State of Delaware (the "Corporation"), does hereby certify that
the Corporation owns all of the outstanding stock of FOIL DISTRIBUTING
COMPANY, a corporation incorporated on the 4th day of April, 1983, pursuant
to the provisions of the general corporation Law of the State of Delaware,
and that the Corporation by resolutions of its Board of Directors duly
adopted at a meeting held on the 17th day of April, 1991, determined to and
did merge into itself said FOIL DISTRIBUTING COMPANY, which resolutions are
as follows:

          RESOLVED, that this corporation, as owner of all the
     outstanding capital stock of Foil Distributing Company, merge
     into itself Foil Distributing Company and assume all of its
     liabilities and obligations effective as of 12:01 a.m. on April
     30, 1991; and

          FURTHER RESOLVED, that the Chairman of the Board, the
     President, any Vice President, the Secretary and any Assistant
     Secretary are each hereby authorized to take all such other
     action, including, without limitation, incurrence and payment
     of all fees, expenses and other charges, and to execute and
     deliver all such agreements, instruments and documents, which
     in the opinion of any of them may be necessary or desirable to
     achieve the purposes of or effect the transactions contemplated
     by the preceding resolution, the taking of such action or the
     execution of any such agreements, instruments or documents to
     be conclusive evidence of the authority to take or execute the
     same.

          This Certificate of Ownership and Merger shall be effective as
of 12:01 A.M. on April 30, 1991.





          IN WITNESS WHEREOF, the Corporation has caused this Certificate
to be executed and attested by its officers thereunto duly authorized this
22nd day of April, 1991.

                                 REYNOLDS METALS COMPANY


                                 By  Donald T. Cowles                  
                                     Vice President, General Counsel
                                     and Secretary



ATTEST:



   Donna C. Dabney      
Assistant Secretary



                            State of Delaware      PAGE 1
                    Office of the Secretary of State
                    --------------------------------

     I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF OWNERSHIP & MERGER OF "REYNOLDS METALS
COMPANY" FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY OF APRIL,
A.D. 1991, AT 9 O'CLOCK A.M.
                           * * * * * * * * 


                                   William T. Quillen
                                   -----------------------------
                                   William T. Quillen, Secretary of State

                                   AUTHENTICATION:  *4114707
                                   DATE:  10/25/1993
932985004





                         CERTIFICATE OF OWNERSHIP
                                AND MERGER
                                  MERGING
                         REYNOLDS OF HAWAII, INC.
                                   INTO
                          REYNOLDS METALS COMPANY
                    ___________________________________

                      Pursuant to Section 253 of the
                     Delaware General Corporation Law

                    ___________________________________


          REYNOLDS METALS COMPANY, a corporation incorporated on the 18th
day of July, 1928, pursuant to the provisions of the General Corporation
Law of the State of Delaware (the "Corporation"), does hereby certify that
the Corporation owns all of the outstanding stock of REYNOLDS OF HAWAII,
INC., a corporation incorporated on the 4th day of May, 1979, pursuant to
the provisions of the general corporation Law of the State of Delaware, and
that the Corporation by resolutions of its Board of Directors duly adopted
at a meeting held on the 17th day of April, 1991, determined to and did
merge into itself said REYNOLDS OF HAWAII, INC., which resolutions are as
follows:

          RESOLVED, that this corporation, as owner of all the
     outstanding capital stock of Reynolds of Hawaii, Inc., merge
     into itself Reynolds of Hawaii, Inc. and assume all of its
     liabilities and obligations effective as of 12:01 a.m. on April
     30, 1991; and

          FURTHER RESOLVED, that the Chairman of the Board, the
     President, any Vice President, the Secretary and any Assistant
     Secretary are each hereby authorized to take all such other
     action, including, without limitation, incurrence and payment
     of all fees, expenses and other charges, and to execute and
     deliver all such agreements, instruments and documents, which
     in the opinion of any of them may be necessary or desirable to
     achieve the purposes of or effect the transactions contemplated
     by the preceding resolution, the taking of such action or the
     execution of any such agreements, instruments or documents to
     be conclusive evidence of the authority to take or execute the
     same.

          This Certificate of Ownership and Merger shall be effective as
of 12:01 A.M. on April 30, 1991.


          IN WITNESS WHEREOF, the Corporation has caused this Certificate
to be executed and attested by its officers thereunto duly authorized this
22nd day of April, 1991.

                                   REYNOLDS METALS COMPANY


                                   By  Donald T. Cowles                
                                       Vice President, General Counsel
                                       and Secretary



ATTEST:



   Donna C. Dabney      
Assistant Secretary


                         CERTIFICATE OF OWNERSHIP
                                AND MERGER
                                  MERGING
                        BROAD ST. ROAD CORPORATION
                                   INTO
                          REYNOLDS METALS COMPANY
                    ___________________________________

                      Pursuant to Section 253 of the
                     Delaware General Corporation Law

                    ___________________________________


          REYNOLDS METALS COMPANY, a Delaware corporation (the
"Corporation"), does hereby certify that the Corporation owns all the
outstanding stock of BROAD ST. ROAD CORPORATION, a Delaware corporation,
and that the Corporation by resolutions of its Board of Directors duly
adopted at a meeting held on the 15th day of November, 1991, determined to
and did merge into itself BROAD ST. ROAD CORPORATION, which resolutions are
as follows:

          RESOLVED, that this corporation, as owner of all the
     outstanding capital stock of Broad St. Road Corporation, merge
     into itself Broad St. Road Corporation and assume all of its
     liabilities and obligations effective as of 5:00 p.m. on
     December 31, 1991; and

          FURTHER RESOLVED, that the Chairman of the Board, the
     President, any Vice President, the Secretary and any Assistant
     Secretary are each hereby authorized to take all such other
     action, including, without limitation, incurrence and payment
     of all fees, expenses and other charges, and to execute and
     deliver all such agreements, instruments and documents, which
     in the opinion of any of them may be necessary or desirable to
     achieve the purposes of or effect the transactions contemplated
     by the preceding resolution, the taking of such action or the
     execution of any such agreements, instruments or documents to
     be conclusive evidence of the authority to take or execute the
     same.

          This Certificate of Ownership and Merger shall be effective as
of 5:00 p.m. on December 31, 1991.


          IN WITNESS WHEREOF, the Corporation has caused this Certificate
to be executed and attested by its officers thereunto duly authorized this
26th day of November, 1991.

                                   REYNOLDS METALS COMPANY


                                   By  Donald T. Cowles                
                                      Vice President, General Counsel
                                      and Secretary



ATTEST:



   D. Michael Jones     
Assistant Secretary



                         CERTIFICATE OF OWNERSHIP
                                AND MERGER
                                  MERGING
                    REYNOLDS ALUMINUM RECYCLING COMPANY
                                   INTO
                          REYNOLDS METALS COMPANY

                   ____________________________________

                      Pursuant to Section 253 of the
                     Delaware General Corporation Law

                   ____________________________________


          REYNOLDS METALS COMPANY, a Delaware corporation (the
"Corporation"), does hereby certify that the Corporation owns all the
outstanding stock of REYNOLDS ALUMINUM RECYCLING COMPANY, a Missouri
corporation, and that the Corporation by resolutions of its Board of
Directors duly adopted by unanimous written consent on December 16, 1991
pursuant to Section 141(f) of the Delaware General Corporation Law
determined to and did merge into itself REYNOLDS ALUMINUM RECYCLING
COMPANY, which resolutions are as follows:

          RESOLVED, that this corporation, as owner of all the
     outstanding capital stock of Reynolds Aluminum Recycling
     Company, merge into itself Reynolds Aluminum Recycling Company
     and assume all of its liabilities and obligations effective as
     of 5:00 p.m. on December 31, 1991 pursuant to the following
     Plan of Merger:

          1.   Reynolds Metals Company of Delaware is the
          survivor.

          2.   All of the property, rights, privileges, leases
          and patents of Reynolds Aluminum Recycling Company, a
          Missouri corporation, are to be transferred to and
          become the property of Reynolds Metals Company, the
          survivor.  The officers and board of directors of the
          above named corporations are authorized to execute
          all deeds, assignments, and documents of every nature
          which may be needed to effectuate a full and complete
          transfer of ownership.

          3.   The officers and board of directors of Reynolds
          Metals Company shall continue in office until their
          successors are duly elected and qualified under the
          provisions of the by-laws of the surviving
          corporation.

          4.   It is agreed that, upon and after the issuance
          of a certificate of merger by the Secretary of State
          of the State of Missouri:

               a.  The surviving corporation may be served
               with process in the State of Missouri in
               any proceeding for the enforcement of any
               obligation of any corporation organized
               under the laws of the State of Missouri
               which is a party to the merger and in any
               proceeding for the enforcement of the
               rights of a dissenting shareholder of any
               such corporation organized under the laws
               of the State of Missouri against the
               surviving corporation;

               b.  The Secretary of State of the State of
               Missouri shall be and hereby is irrevocably
               appointed as the agent of the surviving
               corporation to accept service of process in
               any such proceeding; the address to which
               the service of process in any such
               proceeding shall be mailed is:  Secretary,
               Reynolds Metals Company, 6601 West Broad
               Street, Richmond, Virginia 23230; and

               c.  The surviving corporation will promptly pay
               to the dissenting shareholders of any
               corporation organized under the laws of the
               State of Missouri which is a party to the merger
               the amount, if any, to which they shall be
               entitled under the provisions of "The General
               and Business Corporation Law of Missouri" with
               respect to the rights of dissenting
               shareholders.

          5.   The articles of incorporation of the survivor
          are not amended.

     provided that, at any time prior to the filing with the
     Delaware Secretary of State of a Certificate of Ownership and
     Merger merging Reynolds Aluminum Recycling Company into this
     corporation, the Board of Directors of this corporation may
     terminate this resolution and abandon the merger contemplated
     hereby; and 

          FURTHER RESOLVED, that the Chairman of the Board, the
     President, any Vice President, the Secretary and any Assistant
     Secretary are each hereby authorized to take all such action,
     including, without limitation, incurrence and payment of all
     fees, expenses and other charges, and to execute and deliver
     all such agreements, instruments and documents, which in the
     opinion of any of them may be necessary or desirable to achieve
     the purposes of or effect the transactions contemplated by the
     preceding resolution, the taking of such action or the
     execution of any such agreements, instruments or documents to
     the conclusive evidence of the authority to take or execute the
     same.

          This Certificate of Ownership and Merger shall be effective as
of 5:00 p.m. on December 31, 1991.

          IN WITNESS WHEREOF, the Corporation has caused this Certificate
to be executed and attested by its officers thereunto duly authorized this
20th day of December, 1991.


                                   REYNOLDS METALS COMPANY


                                   By Donald T. Cowles               
                                      Vice President, General Counsel
                                      and Secretary



ATTEST:



 D. Michael Jones  
Assistant Secretary



                    CERTIFICATE OF OWNERSHIP AND MERGER

                                  MERGING

                       REYNOLDS SEATTLE CAN COMPANY

                                   INTO

                          REYNOLDS METALS COMPANY

               _____________________________________________

                      Pursuant to Section 253 of the
                    General Corporation Law of Delaware

               _____________________________________________


          REYNOLDS METALS COMPANY, a Delaware corporation (the
"Corporation"), does hereby certify:

          FIRST:  That the Corporation is incorporated pursuant to the
General Corporation Law of the State of Delaware.

          SECOND:  That the Corporation owns all of the outstanding shares
of each class of the capital stock of REYNOLDS SEATTLE CAN COMPANY, a
Delaware corporation.

          THIRD:  That the Corporation, by the following resolutions of
its Board of Directors, duly adopted at a meeting held on the 19th day of
June, 1992, determined to merge into itself REYNOLDS SEATTLE CAN COMPANY on
the conditions set forth in such resolutions:

               RESOLVED, that this corporation, as owner of all of
          the outstanding shares of each class of the capital stock
          of Reynolds Seattle Can Company, merge into itself
          Reynolds Seattle Can Company and assume all of its
          liabilities and obligations effective as of 5:00 p.m.
          E.D.T. on June 30, 1992; and

               FURTHER RESOLVED, that the Chief Executive Officer,
          the Chief Operating Officer, the Chief Financial Officer,
          any Vice Chairman, any Executive Vice President, any Vice
          President, the Secretary and any Assistant Secretary are
          each hereby authorized to take all such action, including,
          without limitation, incurrence and payment of all fees,
          expenses and other charges, and to execute and deliver all
          such agreements, instruments and documents (including,
          without limitation, a certificate of ownership and merger)
          which in the opinion of any of them may be necessary or
          desirable to achieve the purposes of or effect the
          transactions contemplated by the preceding resolution, the
          taking of any such action or the execution of any such
          agreements, instruments or documents to be conclusive
          evidence of the authority to take or execute the same.

          This Certificate of Ownership and Merger shall be effective as
of 5:00 p.m. E.D.T. on June 30, 1992.

          IN WITNESS WHEREOF, the Corporation has caused its corporate
seal to be affixed and this Certificate to be executed and attested by its
officers thereunto duly authorized this 19th day of June, 1992.

                                   REYNOLDS METALS COMPANY




                                   By Donald T. Cowles                 
                                      Vice President, General Counsel
                                      and Secretary

[SEAL]


ATTEST:


By: D. Michael Jones          
    Assistant Secretary






                    CERTIFICATE OF OWNERSHIP AND MERGER
                                  MERGING
                   REYNOLDS ALUMINUM CREDIT CORPORATION
                                   INTO
                          REYNOLDS METALS COMPANY
                                                            
                      Pursuant to Section 253 of the
                    General Corporation Law of Delaware
                                                            
          REYNOLDS METALS COMPANY, a Delaware corporation (the
"Corporation"), does hereby certify:

          FIRST:   That the Corporation is incorporated pursuant to the
General Corporation Law of the State of Delaware.

          SECOND:  That the Corporations owns all of the outstanding shares
of the capital stock of REYNOLDS ALUMINUM CREDIT CORPORATION, a Delaware
corporation.

          THIRD:   That the Corporation, by the following resolutions of
its Board of Directors, duly adopted by unanimous written consent dated
December 16, 1993, determined to merge into itself REYNOLDS ALUMINUM CREDIT
CORPORATION on the conditions set forth in such resolutions:

               RESOLVED, that this corporation, as owner of all of the
          outstanding shares of the capital stock of Reynolds Aluminum
          Credit Corporation, merge into itself Reynolds Aluminum Credit
          Corporation and assume all of its liabilities and obligations
          effective as of 5:00 p.m. E.S.T. on December 31, 1993;

               FURTHER RESOLVED, that the Chief Executive Officer, the
          Chief Financial Officer, any Vice Chairman, any Executive Vice
          President, any Vice President, the Secretary and any Assistant
          Secretary are each hereby authorized to take all such action,
          including, without limitation, incurrence and payment of all
          fees, expenses and other charges, and to execute and deliver all
          such agreements, instruments and documents (including, without
          limitation, a certificate of ownership and merger) which in the
          opinion of any of them may be necessary or desirable to achieve
          the purposes of or effect the transactions contemplated by the
          preceding resolution, the taking of any such action or the
          execution of any such agreements, instruments or documents to be
          conclusive evidence of the authority to take or execute the
          same.

          This Certificate of Ownership and Merger shall be effective as
of 5:00 p.m. E.S.T. on December 31, 1993.

          IN WITNESS WHEREOF, the Corporation has caused its corporate
seal to be affixed and this Certificate to be executed and attested by its
officers thereunto duly authorized this 29th    day of December, 1993.

                                   REYNOLDS METALS COMPANY




                                   By: D. Michael Jones          
                                       Vice President, General Counsel
                                       and Secretary


[SEAL]

ATTEST:


By:Carol L. Dillon            
   Assistant Secretary



                    CERTIFICATE OF OWNERSHIP AND MERGER
                                  MERGING
                     REYNOLDS KANSAS CITY CAN COMPANY
                                   INTO
                          REYNOLDS METALS COMPANY
                                                            
                      Pursuant to Section 253 of the
                    General Corporation Law of Delaware
                                                            
          REYNOLDS METALS COMPANY, a Delaware corporation (the
"Corporation"), does hereby certify:

          FIRST:   That the Corporation is incorporated pursuant to the
General Corporation Law of the State of Delaware.

          SECOND:  That the Corporations owns all of the outstanding shares
of each class of the capital stock of REYNOLDS KANSAS CITY CAN COMPANY, a
Delaware corporation.

          THIRD:   That the Corporation, by the following resolutions of
its Board of Directors, duly adopted by unanimous written consent dated
December 16, 1993, determined to merge into itself REYNOLDS KANSAS CITY CAN
COMPANY on the conditions set forth in such resolutions:

               RESOLVED, that this corporation, as owner of all of the
          outstanding shares of each class of the capital stock of
          Reynolds Kansas City Can Company, merge into itself Reynolds
          Kansas City Can Company and assume all of its liabilities and
          obligations effective as of 5:00 p.m. E.S.T. on December 31,
          1993;

               FURTHER RESOLVED, that the Chief Executive Officer, the
          Chief Financial Officer, any Vice Chairman, any Executive Vice
          President, any Vice President, the Secretary and any Assistant
          Secretary are each hereby authorized to take all such action,
          including, without limitation, incurrence and payment of all
          fees, expenses and other charges, and to execute and deliver all
          such agreements, instruments and documents (including, without
          limitation, a certificate of ownership and merger) which in the
          opinion of any of them may be necessary or desirable to achieve
          the purposes of or effect the transactions contemplated by the
          preceding resolution, the taking of any such action or the
          execution of any such agreements, instruments or documents to be
          conclusive evidence of the authority to take or execute the
          same.

          This Certificate of Ownership and Merger shall be effective as
of 5:00 p.m. E.S.T. on December 31, 1993.

          IN WITNESS WHEREOF, the Corporation has caused its corporate
seal to be affixed and this Certificate to be executed and attested by its
officers thereunto duly authorized this 29th    day of December, 1993.

                                   REYNOLDS METALS COMPANY




                                   By:D. Michael Jones           
                                      Vice President, General Counsel
                                      and Secretary


[SEAL]

ATTEST:


By:Carol L. Dillon            
   Assistant Secretary




                            State of Delaware      PAGE 1
                    Office of the Secretary of State
                    --------------------------------

     I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF DESIGNATION OF "REYNOLDS METALS
COMPANY" FILED IN THIS OFFICE ON THE TWENTIETH DAY OF JANUARY,
A.D. 1994, AT 9 O'CLOCK A.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO
THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.



                                   William T. Quillen
                                   -----------------------------
                                   William T. Quillen, Secretary of State

                                   AUTHENTICATION:  7005454
                                   DATE:  01-21-94
0240111  8100
944002852




                       CERTIFICATE OF DESIGNATIONS,
                  PREFERENCES, RIGHTS AND LIMITATIONS OF

                  7% PRIDES, Convertible Preferred Stock

                                    of

                          REYNOLDS METALS COMPANY
                          ______________________

                  Pursuant to Section 151 of the General
                 Corporation Law of the State of Delaware
                          ______________________


          Reynolds Metals Company, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), hereby
certifies that, under (i) authority conferred upon the Board of Directors
by the Restated Certificate of Incorporation of the Corporation, as amended
to date, (ii) the provisions of Sections 141(c) and 151 of the General
Corporation Law of the State of Delaware, and (iii) resolutions adopted by
the Board of Directors at its meeting on December 17, 1993, the 1993
Preferred Stock Committee of the Board of Directors at its meeting on
January 18, 1994 duly adopted the following resolution:

          RESOLVED, that under (i) authority conferred upon the 1993
     Preferred Stock Committee by the Board of Directors and (ii)
     authority conferred upon the Board of Directors by the Restated
     Certificate of Incorporation, as amended to date (the "Restated
     Certificate of Incorporation"), the 1993 Preferred Stock Committee
     hereby authorizes the issuance of 11,000,000 shares of authorized and
     unissued preferred stock, without par value, of the Corporation, and
     hereby fixes the designation, powers, preferences and relative,
     participating, optional or other special rights, and the
     qualifications, limitations or restrictions thereof, of such shares,
     in addition to those set forth in the Restated Certificate of
     Incorporation, as follows, to be set forth in a certificate of
     designations (the "Certificate of Designations"):

               Section 1.  Designation and Size of Issue; Ranking.  (a) 
     The distinctive designation of the series of preferred stock shall be
     "7% PRIDES, Convertible Preferred Stock" (the "PRIDES").  The shares
     are Preferred Redeemable Increased Dividend Equity Securities.  The
     number of shares constituting the PRIDES shall be 11,000,000 shares. 
     Each share of PRIDES shall have a stated value of $47.25.

               (b)  Any shares of the PRIDES which at any time have been
     redeemed for, or converted into, Common Stock, without par value, of
     the Corporation (the "Common Stock") or otherwise reacquired by the
     Corporation shall, after such redemption, conversion or other
     acquisition, resume the status of authorized and unissued shares of
     preferred stock, without par value, of the Corporation (the
     "Preferred Stock"), without designation as to series until such
     shares are once more designated as part of a particular series by the
     Board of Directors.

               (c)  The shares of PRIDES shall rank on a parity, both as
     to payment of dividends and distribution of assets upon liquidation,
     with any Preferred Stock issued by the Corporation after the date of
     this Certificate of Designations that by its terms ranks pari passu
     with the PRIDES.

               Section 2.  Dividends.  (a)  The holders of record of the
     shares of PRIDES shall be entitled to receive, when and as declared
     by the Board of Directors out of funds legally available therefor,
     cash dividends ("Preferred Dividends") from the date of the issuance
     of the shares of PRIDES at the rate per annum of 7 percent of the
     stated value per share (equivalent to $3.31 per annum or $0.8275 per
     quarter for each share of PRIDES), payable quarterly in arrears, on
     each April 1, July 1, October 1 and December 31 (each a "Dividend
     Payment Date") or, if any such date is not a business day (as defined
     herein), the Preferred Dividend due on such Dividend Payment Date
     shall be paid on the next succeeding business day; provided, however,
     that, with respect to any dividend period during which a redemption
     occurs, the Corporation may, at its option, declare accrued Preferred
     Dividends to, and pay such Preferred Dividends on, the date fixed for
     redemption, in which case such Preferred Dividends shall be payable
     to the holders of shares of PRIDES as of the record date for such
     dividend payment and shall not be included in the calculation of the
     related PRIDES Call Price (as defined herein).  The first dividend
     period shall be from the date of initial issuance of the shares of
     PRIDES to but excluding April 1, 1994 and the first Preferred
     Dividend shall be payable on April 1, 1994.  Preferred Dividends on
     shares of PRIDES shall be cumulative and shall accumulate from the
     date of original issuance.  Preferred Dividends on shares of PRIDES
     shall cease to accrue on and after the Mandatory Conversion Date (as
     defined herein) or on and after the date of their earlier conversion
     or redemption, as the case may be.  Preferred Dividends shall be
     payable to holders of record as they appear on the stock register of
     the Corporation on such record dates, not less than 15 nor more than
     60 days preceding the payment date thereof, as shall be fixed by the
     Board of Directors.  Preferred Dividends payable on shares of PRIDES
     for any period less than a full quarterly dividend period (or, in the
     case of the first Preferred Dividend, from the date of initial
     issuance of the shares of PRIDES to but excluding the first Dividend
     Payment Date) shall be computed on the basis of a 360-day year of
     twelve 30-day months and the actual number of days elapsed in any
     period less than one month.  Preferred Dividends shall accrue on a
     daily basis whether or not there are funds of the Corporation legally
     available for the payment of such dividends and whether or not such
     Preferred Dividends are declared.  Accrued but unpaid Preferred
     Dividends shall cumulate as of the Dividend Payment Date on which
     they first become payable, but no interest shall accrue on
     accumulated but unpaid Preferred Dividends. 

               (b)  As long as shares of PRIDES are outstanding, no
     dividends (other than dividends payable in shares of, or warrants,
     rights or options exercisable for or convertible into shares of,
     Second Preferred Stock, $100 par value, of the Corporation (the
     "Second Preferred Stock"), Common Stock or any other capital stock of
     the Corporation ranking junior to the shares of PRIDES as to the
     payment of dividends and the distribution of assets upon liquidation
     (collectively, the "Junior Stock") and cash in lieu of fractional
     shares in connection with any such dividend) shall be paid or
     declared in cash or otherwise, nor shall any other distribution be
     made (other than a distribution payable in Junior Stock and cash in
     lieu of fractional shares in connection with any such distribution),
     on any Junior Stock unless (i) full dividends on Preferred Stock
     (including the shares of PRIDES) that does not constitute Junior
     Stock ("Parity Preferred Stock") have been paid, or declared and set
     aside for payment, for all dividend periods terminating at or before
     the date of such Junior Stock dividend or distribution payment to the
     extent such dividends are cumulative; (ii) dividends in full for the
     current quarterly dividend period have been paid, or declared and set
     aside for payment, on all Parity Preferred Stock to the extent such
     dividends are cumulative; (iii) the Corporation has paid or set aside
     all amounts, if any, then or theretofore required to be paid or set
     aside for all purchase, retirement, and sinking funds, if any, for
     any Parity Preferred Stock; and (iv) the Corporation is not in
     default on any of its obligations to redeem any Parity Preferred
     Stock.

               (c)  As long as any shares of PRIDES are outstanding, no
     shares of any Junior Stock may be purchased, redeemed, or otherwise
     acquired by the Corporation or any of its subsidiaries (except in
     connection with a reclassification or exchange of any Junior Stock
     through the issuance of other Junior Stock (and cash in lieu of
     fractional shares in connection therewith) or the purchase,
     redemption or other acquisition of any Junior Stock with any Junior
     Stock (and cash in lieu of fractional shares in connection
     therewith)) nor may any funds be set aside or made available for any
     sinking fund for the purchase or redemption of any Junior Stock
     unless:  (i) full dividends on Parity Preferred Stock have been paid,
     or declared and set aside for payment, for all dividend periods
     terminating at or before the date of such purchase, redemption or
     other acquisition to the extent such dividends are cumulative; (ii)
     dividends in full for the current quarterly dividend period have been
     paid, or declared and set aside for payment, on all Parity Preferred
     Stock to the extent such dividends are cumulative; (iii) the
     Corporation has paid or set aside all amounts, if any, then or
     theretofore required to be paid or set aside for all purchase,
     retirement, and sinking funds, if any, for any Parity Preferred
     Stock; and (iv) the Corporation is not in default on any of its
     obligations to redeem any Parity Preferred Stock.

               (d)  As long as any shares of PRIDES are outstanding,
     dividends or other distributions may not be declared or paid on any
     Parity Preferred Stock (other than dividends or other distributions
     payable in Junior Stock and cash in lieu of fractional shares in
     connection therewith), and the Corporation may not purchase, redeem
     or otherwise acquire any Parity Preferred Stock (except with any
     Junior Stock and cash in lieu of fractional shares in connection
     therewith), unless either:  (a)(i) full dividends on Parity Preferred
     Stock have been paid, or declared and set aside for payment, for all
     dividend periods terminating at or before the date of such Parity
     Preferred Stock dividend, distribution, purchase, redemption or other
     acquisition payment to the extent such dividends are cumulative; (ii)
     dividends in full for the current quarterly dividend period have been
     paid, or declared and set aside for payment, on all Parity Preferred
     Stock to the extent such dividends are cumulative; (iii) the
     Corporation has paid or set aside all amounts, if any, then or
     theretofore required to be paid or set aside for all purchase,
     retirement, and sinking funds, if any, for any Parity Preferred
     Stock; and (iv) the Corporation is not in default on any of its
     obligations to redeem any Parity Preferred Stock; or (b) with respect
     to the payment of dividends only, any such dividends shall be
     declared and paid pro rata so that the amounts of any dividends
     declared and paid per share of PRIDES and each other share of Parity
     Preferred Stock shall in all cases bear to each other the same ratio
     that accrued dividends (including any accumulation with respect to
     unpaid dividends for prior dividend periods, if such dividends are
     cumulative) per share of PRIDES and such other shares of Parity
     Preferred Stock bear to each other.

               Section 3.  Conversion or Redemption.  (a)  Unless
     previously either redeemed or converted at the option of the holder
     in accordance with the provisions of Section 3(c), on December 31,
     1997 (the "Mandatory Conversion Date"), each outstanding share of
     PRIDES shall mandatorily convert ("Mandatory Conversion") into (i)
     shares of authorized Common Stock at the PRIDES Common Equivalent
     Rate (as defined herein) in effect on the Mandatory Conversion Date
     and (ii) the right to receive cash in an amount equal to all accrued
     and unpaid Preferred Dividends on such share of PRIDES (other than
     previously declared dividends payable to a holder of record as of a
     prior date) to but excluding the Mandatory Conversion Date, whether
     or not declared, out of funds legally available for the payment of
     Preferred Dividends, subject to the right of the Corporation to
     redeem the shares of PRIDES on or after December 31, 1996 (the
     "Initial Redemption Date") and before the Mandatory Conversion Date
     and subject to the conversion of the shares of PRIDES at the option
     of the holder at any time before the Mandatory Conversion Date.  The
     "PRIDES Common Equivalent Rate" shall initially be one share of
     Common Stock for each share of PRIDES and shall be subject to
     adjustment as set forth in Sections 3(d) and 3(e).  Shares of PRIDES
     shall cease to be outstanding on the Mandatory Conversion Date.  The
     Corporation shall make such arrangements as it deems appropriate for
     the issuance of certificates representing shares of Common Stock and
     for the payment of cash in respect of such accrued and unpaid
     dividends, if any, or cash in lieu of fractional shares, if any, in
     exchange for and contingent upon surrender of certificates
     representing the shares of PRIDES, and the Corporation may defer the
     payment of dividends on such shares of Common Stock and the voting
     thereof until, and make such payment and voting contingent upon, the
     surrender of certificates representing the shares of PRIDES;
     provided, that the Corporation shall give the holders of the shares
     of PRIDES such notice of any such actions as the Corporation deems
     appropriate and upon surrender such holders shall be entitled to
     receive such dividends declared and paid, if any, on such shares of
     Common Stock subsequent to the Mandatory Conversion Date.

               (b)(i)  Shares of PRIDES are not redeemable by the
     Corporation before the Initial Redemption Date.  At any time and from
     time to time on or after that date until immediately before the
     Mandatory Conversion Date, the Corporation shall have the right to
     redeem, in whole or in part, the outstanding shares of PRIDES
     (subject to the notice provisions set forth in Section 3(b)(iii)). 
     Upon any such redemption, the Corporation shall deliver to each
     holder thereof, in exchange for each such share of PRIDES subject to
     redemption, the greater of:

               (A)  the number of shares of Common Stock equal to the
          applicable PRIDES Call Price (as defined herein) in effect on
          the redemption date divided by the Current Market Price (as
          defined herein) of the Common Stock, determined as of the second
          Trading Day (as defined herein) immediately preceding the Notice
          Date (as defined herein); or

               (B) .82 of a share of Common Stock (subject to adjustment
          in the same manner as the PRIDES Optional Conversion Rate (as
          defined herein) is adjusted).  

     Preferred Dividends on the shares of PRIDES shall cease to accrue on
     and after the date fixed for their redemption.

               The "PRIDES Call Price" of each share of PRIDES shall be
     the sum of (x) $48.077 on and after the Initial Redemption Date, to
     and including March 31, 1997; $47.870 on and after April 1, 1997, to
     and including June 30, 1997; $47.663 on and after July 1, 1997, to
     and including September 30, 1997; $47.457 on and after October 1,
     1997, to and including November 30, 1997; and $47.25 on and after
     December 1, 1997, to and including December 31, 1997; and (y) all
     accrued and unpaid Preferred Dividends thereon to but not including
     the date fixed for redemption (other than previously declared
     Preferred Dividends payable to a holder of record as of a prior
     date).  If fewer than all the outstanding shares of PRIDES are to be
     called for redemption, shares of PRIDES to be called shall be
     selected by the Corporation from outstanding shares of PRIDES not
     previously called by lot or pro rata (as nearly as may be) or by any
     other method determined by the Board of Directors in its sole
     discretion to be equitable.  

               (ii)  The term "Current Market Price" per share of the
     Common Stock on any date of determination means the lesser of (x) the
     average of the Closing Prices (as defined herein) of the Common Stock
     for the 15 consecutive Trading Days ending on and including such date
     of determination, or (y) the Closing Price of the Common Stock for
     such date of determination; provided, however, that, with respect to
     any redemption of shares of PRIDES, if any event resulting in an
     adjustment of the PRIDES Common Equivalent Rate occurs during the
     period beginning on the first day of such 15-day period and ending on
     the applicable redemption date, the Current Market Price as
     determined pursuant to the foregoing shall be appropriately adjusted
     to reflect the occurrence of such event.  

               (iii)  The Corporation shall provide notice of any
     redemption of the shares of PRIDES to holders of record of the shares
     of PRIDES to be called for redemption not less than 15 nor more than
     60 days before the date fixed for redemption.  Any such notice shall
     be provided by mail, sent to the holders of record of the shares of
     PRIDES to be called at each such holder's address as it appears on
     the stock register of the Corporation, first class postage prepaid;
     provided, however, that failure to give such notice or any defect
     therein shall not affect the validity of the proceeding for
     redemption of any shares of PRIDES to be redeemed except as to the
     holder to whom the Corporation has failed to give such notice or
     whose notice was defective.  A public announcement of any call for
     redemption shall be made by the Corporation before, or at the time
     of, the mailing of such notice of redemption.  The term "Notice Date"
     with respect to any notice given by the Corporation in connection
     with a redemption of the shares of PRIDES means the date on which
     first occurs either the public announcement of such redemption or the
     commencement of mailing of the notice to the holders of shares of
     PRIDES, in each case pursuant to this Section 3(b)(iii).

               Each such notice shall state, as appropriate, the following
     and may contain such other information as the Corporation deems
     advisable:

               (A)  the redemption date;

               (B)  that all outstanding shares of PRIDES are to be
          redeemed or, in the case of a redemption of fewer than all
          outstanding shares of PRIDES, the number of such shares held by
          such holder to be redeemed;

               (C)  the PRIDES Call Price, the number of shares of Common
          Stock deliverable upon redemption of each share of PRIDES to be
          redeemed and the Current Market Price used to calculate such
          number of shares of Common Stock;

               (D)  the place or places where certificates for such shares
          are to be surrendered for redemption; and 

               (E)  that dividends on the shares of PRIDES to be redeemed
          shall cease to accrue on and after such redemption date (except
          as otherwise provided herein).

               (iv)  The Corporation's obligation to deliver shares of
     Common Stock and provide funds upon redemption in accordance with
     this Section 3(b) shall be deemed fulfilled if, on or before a
     redemption date, the Corporation shall deposit with a bank or trust
     company, or an affiliate of a bank or trust company, having an office
     or agency in New York, New York and having (or such affiliate having)
     a combined capital and surplus of at least $50,000,000 according to
     its last published statement of condition, or shall set aside or make
     other reasonable provision for the issuance of, such number of shares
     of Common Stock as are required to be delivered by the Corporation
     pursuant to this Section 3(b) upon the occurrence of the related
     redemption of shares of PRIDES and for the payment of cash in lieu of
     the issuance of fractional share amounts and accrued and unpaid
     dividends payable in cash on the shares of PRIDES to be redeemed as
     required by this Section 3(b), in trust for the account of the
     holders of such shares of PRIDES to be redeemed (and so as to be and
     continue to be available therefor), with irrevocable instructions and
     authority to such bank or trust company that such shares and funds be
     delivered upon redemption of the shares of PRIDES so called for
     redemption.  Any interest accrued on such funds shall be paid to the
     Corporation from time to time.  Any shares of Common Stock or funds
     so deposited and unclaimed at the end of three years from such
     redemption date shall be repaid and released to the Corporation,
     after which the holder or holders of such shares of PRIDES so called
     for redemption shall look only to the Corporation for delivery of
     shares of Common Stock and the payment of any other funds due in
     connection with the redemption of the shares of PRIDES.

               (v)  Each holder of shares of PRIDES called for redemption
     must surrender the certificates evidencing such shares (properly
     endorsed or assigned for transfer, if the Board of Directors shall so
     require and the notice shall so state) to the Corporation at the
     place designated in the notice of such redemption and shall thereupon
     be entitled to receive certificates evidencing shares of Common Stock
     and to receive any funds payable pursuant to this Section 3(b)
     following such surrender and following the date of such redemption. 
     In case fewer than all the shares represented by any such surrendered
     certificate are called for redemption, a new certificate shall be
     issued at the expense of the Corporation representing the unredeemed
     shares.  If such notice of redemption shall have been given, and if
     on the date fixed for redemption shares of Common Stock and funds
     necessary for the redemption shall have been irrevocably either set
     aside by the Corporation separate and apart from its other funds or
     assets in trust for the account of the holders of the shares to be
     redeemed (and so as to be and continue to be available therefor) or
     deposited with a bank or trust company or an affiliate thereof as
     provided herein or the Corporation shall have made other reasonable
     provision therefor, then notwithstanding that the certificates
     evidencing any shares of PRIDES so called for redemption shall not
     have been surrendered, the shares represented thereby so called for
     redemption shall be deemed no longer outstanding and Preferred
     Dividends with respect to the shares so called for redemption and all
     rights with respect to the shares so called for redemption shall
     forthwith on and after such date cease and terminate (unless the
     Corporation defaults on the payment of the redemption price), except
     for (i) the rights of the holders to receive the shares of Common
     Stock and funds, if any, payable pursuant to this Section 3(b)
     without interest upon surrender of their certificates therefor and
     (ii) the right of the holders, pursuant to Section 3(c) to convert
     the shares of PRIDES called for redemption until immediately before
     the close of business on any redemption date; provided, however, that
     holders of shares of PRIDES at the close of business on a record date
     for any payment of Preferred Dividends shall be entitled to receive
     the Preferred Dividend payable on such shares on the corresponding
     Dividend Payment Date notwithstanding the redemption of such shares
     following such record date and before the Dividend Payment Date. 
     Holders of shares of PRIDES that are redeemed shall not be entitled
     to receive dividends declared and paid on such shares of Common
     Stock, and such shares of Common Stock shall not be entitled to vote,
     until such shares of Common Stock are issued upon the surrender of
     the certificates representing such shares of PRIDES and upon such
     surrender such holders shall be entitled to receive such dividends
     declared and paid on such shares of Common Stock subsequent to such
     redemption date.

               (c)  Shares of PRIDES are convertible, in whole or in part,
     at the option of the holders thereof ("Optional Conversion"), at any
     time before the Mandatory Conversion Date, unless previously
     redeemed, into shares of Common Stock at a rate of .82 of a share of
     Common Stock for each share of PRIDES (the "PRIDES Optional
     Conversion Rate"), subject to adjustment as set forth below.  The
     right of Optional Conversion of shares of PRIDES called for
     redemption shall terminate immediately before the close of business
     on any redemption date with respect to such shares.

               Optional Conversion of shares of PRIDES may be effected by
     delivering certificates evidencing such shares of PRIDES, together
     with written notice of conversion and a proper assignment of such
     certificates to the Corporation or in blank (and, if applicable, cash
     payment of an amount equal to the Preferred Dividend attributable to
     the current quarterly dividend period payable on such shares), to the
     office of the transfer agent for the shares of PRIDES or to any other
     office or agency maintained by the Corporation for that purpose and
     otherwise in accordance with Optional Conversion procedures
     established by the Corporation.  Each Optional Conversion shall be
     deemed to have been effected immediately before the close of business
     on the date on which the foregoing requirements shall have been
     satisfied.  The Optional Conversion shall be at the PRIDES Optional
     Conversion Rate in effect at such time and on such date.

               Holders of shares of PRIDES at the close of business on a
     record date for any payment of declared Preferred Dividends shall be
     entitled to receive the Preferred Dividend payable on such shares of
     PRIDES on the corresponding Dividend Payment Date notwithstanding the
     Optional Conversion of such shares of PRIDES following such record
     date and before such Dividend Payment Date.  However, shares of
     PRIDES surrendered for Optional Conversion after the close of
     business on a record date for any payment of declared Preferred
     Dividends and before the opening of business on the next succeeding
     Dividend Payment Date must be accompanied by payment in cash of an
     amount equal to the Preferred Dividends attributable to the current
     quarterly dividend period payable on such date (unless such shares of
     PRIDES are subject to redemption on a redemption date between such
     record date established for such Dividend Payment Date and such
     Dividend Payment Date).  Except as provided above, upon any Optional
     Conversion of shares of PRIDES, the Corporation shall make no payment
     of or allowance for unpaid Preferred Dividends, whether or not in
     arrears, on such shares of PRIDES as to which Optional Conversion has
     been effected or for previously declared dividends or distributions
     on the shares of Common Stock issued upon Optional Conversion.  

               (d)  The PRIDES Common Equivalent Rate and the PRIDES
     Optional Conversion Rate are each subject to adjustment from time to
     time as provided below in this paragraph (d).  

               (i)  If the Corporation shall pay a stock dividend or make
          a distribution with respect to its Common Stock in shares of
          Common Stock (including by way of reclassification of any shares
          of its Common Stock), the PRIDES Common Equivalent Rate and the
          PRIDES Optional Conversion Rate in effect at the opening of
          business on the day following the date fixed for the
          determination by stockholders entitled to receive such dividend
          or other distribution shall each be increased by multiplying
          such PRIDES Common Equivalent Rate and PRIDES Optional
          Conversion Rate by a fraction of which the numerator shall be
          the sum of the number of shares of Common Stock outstanding at
          the close of business on the date fixed for such determination,
          immediately before such dividend or distribution, plus the total
          number of shares of Common Stock constituting such dividend or
          other distribution, and of which the denominator shall be the
          number of shares of Common Stock outstanding at the close of
          business on the date fixed for such determination, immediately
          before such dividend or distribution, such increase to become
          effective immediately after the opening of business on the day
          following the date fixed for such determination.  For the
          purposes of this clause (i), the number of shares of Common
          Stock at any time outstanding shall not include shares held in
          the treasury of the Corporation but shall include shares
          issuable in respect of certificates issued in lieu of fractions
          of shares of Common Stock.

               (ii)  In case outstanding shares of Common Stock shall be
          subdivided or split into a greater number of shares of Common
          Stock, the PRIDES Common Equivalent Rate and the PRIDES Optional
          Conversion Rate in effect at the opening of business on the day
          following the day upon which such subdivision becomes effective
          shall each be proportionately increased, and, conversely, in
          case outstanding shares of Common Stock shall be combined into a
          smaller number of shares of Common Stock, the PRIDES Common
          Equivalent Rate and the PRIDES Optional Conversion Rate in
          effect at the opening of business on the day following the day
          upon which such combination becomes effective shall each be
          proportionately reduced, such increases or reductions, as the
          case may be, to become effective immediately after the opening
          of business on the day following the day upon which such
          subdivision or combination becomes effective.

               (iii)  If the Corporation shall, after the date of this
          Certificate of Designations, issue rights or warrants to all
          holders of its Common Stock entitling them (for a period not
          exceeding 45 days from the date of such issuance) to subscribe
          for or purchase shares of Common Stock at a price per share less
          than the Current Market Price of the Common Stock (determined
          pursuant to Section 3(b)(ii)) on the record date for the
          determination of stockholders entitled to receive such rights or
          warrants, then in each case the PRIDES Common Equivalent Rate
          and the PRIDES Optional Conversion Rate shall each be adjusted
          by multiplying the PRIDES Common Equivalent Rate and the PRIDES
          Optional Conversion Rate in effect on such record date by a
          fraction of which the numerator shall be the number of shares of
          Common Stock outstanding on the date of issuance of such rights
          or warrants, immediately before such issuance, plus the number
          of additional shares of Common Stock offered for subscription or
          purchase pursuant to such rights or warrants, and of which the
          denominator shall be the number of shares of Common Stock
          outstanding on the date of issuance of such rights or warrants,
          immediately before such issuance, plus the number of shares of
          Common Stock which the aggregate offering price of the total
          number of shares of Common Stock so offered for subscription or
          purchase pursuant to such rights or warrants would purchase at
          such Current Market Price (determined by multiplying such total
          number of shares by the exercise price of such rights or
          warrants and dividing the product so obtained by such Current
          Market Price).  Shares of Common Stock held by the Corporation
          or by another corporation of which a majority of the shares
          entitled to vote in the election of directors are held, directly
          or indirectly, by the Corporation shall not be deemed to be
          outstanding for purposes of such computation.  Such adjustment
          shall become effective at the opening of business on the
          business day next following the record date for the
          determination of stockholders entitled to receive such rights or
          warrants.  To the extent that shares of Common Stock are not
          delivered after the expiration of such rights or warrants, the
          PRIDES Common Equivalent Rate and the PRIDES Optional Conversion
          Rate shall each be readjusted to the PRIDES Common Equivalent
          Rate and the PRIDES Optional Conversion Rate which would then be
          in effect had the adjustments made after the issuance of such
          rights or warrants been made upon the basis of issuance of
          rights or warrants in respect of only the number of shares of
          Common Stock actually delivered.  

               (iv)  If the Corporation shall pay a dividend or make a
          distribution to all holders of its Common Stock consisting of
          evidences of its indebtedness, cash or other assets (including
          shares of capital stock of the Corporation other than Common
          Stock but excluding any cash dividends or distributions, other
          than Extraordinary Cash Distributions (as defined herein) and
          dividends referred to in clauses (i) and (ii) above), or shall
          issue to all holders of its Common Stock rights or warrants to
          subscribe for or purchase any of its securities (other than
          those referred to in clause (iii) above), then in each such
          case, the PRIDES Common Equivalent Rate and the PRIDES Optional
          Conversion Rate shall each be adjusted by multiplying the PRIDES
          Common Equivalent Rate and the PRIDES Optional Conversation Rate
          in effect on the record date for such dividend or distribution
          or for the determination of stockholders entitled to receive
          such rights or warrants, as the case may be, by a fraction of
          which the numerator shall be the Current Market Price per share
          of the Common Stock (determined pursuant to Section 3(b)(ii) on
          such record date), and of which the denominator shall be such
          Current Market Price per share of Common Stock less either (i)
          the fair market value (as determined by the Board of Directors,
          whose determination shall be conclusive) on such record date of
          the portion of the assets or evidences of indebtedness so
          distributed, or of such subscription rights or warrants,
          applicable to one share of Common Stock, or (ii) if applicable,
          the amount of the Extraordinary Cash Distributions.  Such
          adjustment shall become effective on the opening of business on
          the business day next following the record date for such
          dividend or distribution or for the determination of holders
          entitled to receive such rights or warrants, as the case may be. 
          

               (v)   Any shares of Common Stock issuable in payment of a
          dividend or other distribution shall be deemed to have been
          issued immediately before the close of business on the record
          date for such dividend or other distribution for purposes of
          calculating the number of outstanding shares of Common Stock
          under this Section 3.

               (vi)  Anything in this Section 3 notwithstanding, the
          Corporation shall be entitled (but shall not be required) to
          make such upward adjustments in the PRIDES Common Equivalent
          Rate, the PRIDES Optional Conversion Rate and the PRIDES Call
          Price in addition to those set forth by this Section 3, as the
          Corporation, in its sole discretion, shall determine to be
          advisable, in order that any stock dividends, subdivision of
          stock, distribution of rights to purchase stock or securities,
          or distribution of securities convertible into or exchangeable
          for stock (or any transaction that could be treated as any of
          the foregoing transactions pursuant to Section 305 of the
          Internal Revenue Code of 1986, as amended) hereafter made by the
          Corporation to its stockholders shall not be taxable.  The term
          "Extraordinary Cash Distribution" means, with respect to any
          consecutive 12-month period, all cash dividends and cash
          distributions on the Common Stock during such period (other than
          cash dividends and cash distributions for which a prior
          adjustment to the PRIDES Common Equivalent Rate and PRIDES
          Optional Conversion Rate was previously made) to the extent such
          dividends and distributions exceed, on a per share of Common
          Stock basis, 10% of the average daily Closing Price of the
          Common Stock over such period.

               (vii)  In any case in which this Section 3(d) shall require
          that an adjustment as a result of any event become effective at
          the opening of business on the business day next following a
          record date and the date fixed for conversion pursuant to
          Section 3(a) or redemption pursuant to Section 3(b) on and after
          such record date, but before the occurrence of such event, the
          Corporation may, in its sole discretion, elect to defer the
          following until after the occurrence of such event:  (A) issuing
          to the holder of any shares of PRIDES surrendered for conversion
          or redemption the fractional shares of Common Stock issuable
          before giving effect to such adjustment; and (B) paying to such
          holder any amount in cash in lieu of a fractional share of
          Common Stock pursuant to Section 4. 

               (viii)  All adjustments to the PRIDES Common Equivalent
          Rate and the PRIDES Optional Conversion Rate shall be calculated
          to the nearest 1/100th of a share of Common Stock.  No
          adjustment in the PRIDES Common Equivalent Rate or in the PRIDES
          Optional Conversion Rate shall be required unless such
          adjustment would require an increase or decrease of at least one
          percent therein; provided, however, that any adjustments which
          by reason of this Section 3(d) are not required to be made shall
          be carried forward and taken into account in any subsequent
          adjustment.  All adjustments to the PRIDES Common Equivalent
          Rate and PRIDES Optional Conversion Rate shall be made
          successively.

               (ix)  At least 10 business days before taking any action
          that could result in an adjustment affecting the PRIDES Common
          Equivalent Rate or the PRIDES Optional Conversion Rate such that
          the conversion price (for purposes of this section, an amount
          equal to the PRIDES Call Price divided by the PRIDES Common
          Equivalent Rate or the PRIDES Optional Conversion Rate,
          respectively, as in effect from time to time) would be below the
          then par value of the Common Stock, the Corporation shall take
          any corporate action which may, in the opinion of its counsel,
          be necessary in order that the Corporation may validly and
          legally issue fully paid and nonassessable shares of Common
          Stock at the PRIDES Common Equivalent Rate or the PRIDES
          Optional Conversion Rate as so adjusted.

               (x)  Before redeeming any shares of PRIDES, the Corporation
          shall take any corporate action which may, in the opinion of its
          counsel, be necessary in order that the Corporation may validly
          and legally issue fully paid and nonassessable shares of Common
          Stock upon such redemption.

               (e)  In case of any consolidation or merger to which the
     Corporation is a party (other than a consolidation or merger in which
     the Corporation is the surviving or continuing corporation and in
     which the shares of Common Stock outstanding immediately before the
     merger or consolidation remain unchanged), or in the case of any sale
     or transfer to another corporation of the property of the Corporation
     as an entirety or substantially as an entirety, or in the case of a
     statutory exchange of securities with another corporation (other than
     in connection with a merger or acquisition), each share of PRIDES
     shall, after consummation of such transaction, be subject to (i)
     conversion at the option of the holder into the kind and amount of
     securities, cash, or other property receivable upon consummation of
     such transaction by a holder of the number of shares of Common Stock
     into which such share of PRIDES might have been converted immediately
     before consummation of such transaction, (ii) conversion on the
     Mandatory Conversion Date into the kind and amount of securities,
     cash, or other property receivable upon consummation of such
     transaction by a holder of the number of shares of Common Stock into
     which such share of PRIDES would have been converted if the
     conversion on the Mandatory Conversion Date had occurred immediately
     before the date of consummation of such transaction, plus the right
     to receive cash in an amount equal to all accrued and unpaid
     dividends on such share of PRIDES (other than previously declared
     dividends payable to a holder of record as of a prior date), and
     (iii) redemption on any redemption date in exchange for the kind and
     amount of securities, cash, or other property receivable upon
     consummation of such transaction by a holder of the number of shares
     of Common Stock that would have been issuable at the PRIDES Call
     Price in effect on such redemption date upon a redemption of such
     share of PRIDES immediately before consummation of such transaction,
     assuming that, if the Notice Date for such redemption is not before
     such transaction, the Notice Date had been the date of such
     transaction; and assuming in each case that such holder of shares of
     Common Stock failed to exercise rights of election, if any, as to the
     kind or amount of securities, cash, or other property receivable upon
     consummation of such transaction (provided that, if the kind or
     amount of securities, cash, or other property receivable upon
     consummation of such transaction is not the same for each
     non-electing share, then the kind and amount of securities, cash, or
     other property receivable upon consummation of such transaction for
     each non-electing share shall be deemed to be the kind and amount so
     receivable per share by a plurality of the non-electing shares).  The
     kind and amount of securities into or for which the shares of PRIDES
     shall be convertible or redeemable after consummation of such
     transaction shall be subject to adjustment as described in Section
     3(d) following the date of consummation of such transaction.  The
     Corporation may not become a party to any such transaction unless the
     terms thereof are consistent with the foregoing.

               (f)  Whenever the PRIDES Common Equivalent Rate and PRIDES
     Optional Conversion Rate are adjusted as provided in Section 3(d),
     the Corporation shall:

               (i)  forthwith compute the adjusted PRIDES Common
          Equivalent Rate and PRIDES Optional Conversion Rate in
          accordance with this Section 3 and prepare a certificate signed
          by the Chief Financial Officer, any Vice President, the
          Treasurer or the Controller of the Corporation setting forth the
          adjusted PRIDES Common Equivalent Rate and the PRIDES Optional
          Conversion Rate, the method of calculation thereof in reasonable
          detail and the facts requiring such adjustment and upon which
          such adjustment is based, which certificate shall be conclusive,
          final and binding evidence of the correctness of the adjustment,
          and shall file such certificate forthwith with the transfer
          agent for the shares of the PRIDES and the Common Stock; 

               (ii)  make a prompt public announcement stating that the
          PRIDES Common Equivalent Rate and PRIDES Optional Conversion
          Rate have been adjusted and setting forth the adjusted PRIDES
          Common Equivalent Rate and PRIDES Optional Conversion Rate; 

               (iii)  mail a notice stating that the PRIDES Common
          Equivalent Rate and the PRIDES Optional Conversion Rate have
          been adjusted, the facts requiring such adjustment and upon
          which such adjustment is based and setting forth the adjusted
          PRIDES Common Equivalent Rate and PRIDES Optional Conversion
          Rate, to the holders of record of the outstanding shares of
          PRIDES, at or prior to the time the Corporation mails an interim
          statement, if any, to its stockholders covering the fiscal
          quarter period during which the facts requiring such adjustment
          occurred, but in any event within 45 days of the end of such
          fiscal quarter period.

               (g)  In case, at any time while any of the shares of PRIDES
     are outstanding,

               (i)  the Corporation shall declare a dividend (or any other
          distribution) on the Common Stock, excluding any cash dividends
          other than Extraordinary Cash Distributions; or 

               (ii)  the Corporation shall authorize the issuance to all
          holders of the Common Stock of rights or warrants to subscribe
          for or purchase shares of the Common Stock or of any other
          subscription rights or warrants; or 

               (iii)  the Corporation shall authorize any reclassification
          of the Common Stock (other than a subdivision or combination
          thereof) or any consolidation or merger to which the Corporation
          is a party and for which approval of any stockholders of the
          Corporation is required (except for a merger of the Corporation
          into one of its subsidiaries solely for the purpose of changing
          the corporate domicile of the Corporation to another state of
          the United States and in connection with which there is no
          substantive change in the rights or privileges of any securities
          of the Corporation other than changes resulting from differences
          in the corporate statutes of the state the Corporation was then
          domiciled in and the new state of domicile), or the sale or
          transfer of all or substantially all of the assets of the
          Corporation;  

     then the Corporation shall cause to be filed at each office or agency
     maintained for the purpose of conversion of the shares of PRIDES, and
     shall cause to be mailed to the holders of shares of PRIDES at their
     last addresses as they shall appear on the stock register of the
     Corporation, at least 10 business days before the date hereinafter
     specified in clause (A) or (B) below (or the earlier of the dates
     hereinafter specified, in the event that more than one date is
     specified), a notice stating (A) the date on which a record is to be
     taken for the purpose of such dividend, distribution, rights or
     warrants, or, if a record is not to be taken, the date as of which
     the holders of Common Stock of record to be entitled to such
     dividend, distribution, rights or warrants are to be determined, or
     (B) the date on which any such reclassification, consolidation,
     merger, sale, transfer, dissolution, liquidation or winding up is
     expected to become effective, and the date as of which it is expected
     that holders of Common Stock of record shall be entitled to exchange
     their Common Stock for securities or other property (including cash),
     if any, deliverable upon such reclassification, consolidation,
     merger, sale, transfer, dissolution, liquidation or winding up.  The
     failure to give or receive the notice required by this paragraph (g)
     or any defect therein shall not affect the legality or validity of
     any such dividend, distribution, right or warrant or other action. 

               Section 4.  No Fractional Shares.  No fractional shares of
     Common Stock shall be issued upon redemption or conversion of any
     shares of the PRIDES.  In lieu of any fractional share otherwise
     issuable in respect of the aggregate number of shares of the PRIDES
     of any holder that are redeemed or converted on any redemption date
     or upon Mandatory Conversion or Optional Conversion, such holder
     shall be entitled to receive an amount in cash (computed to the
     nearest cent) equal to the same fraction of the (i) Current Market
     Price of the Common Stock (determined as of the second Trading Day
     immediately preceding the Notice Date) in the case of redemption, or
     (ii) Closing Price of the Common Stock determined (A) as of the fifth
     Trading Day immediately preceding the Mandatory Conversion Date, in
     the case of Mandatory Conversion, or (B) as of the second Trading Day
     immediately preceding the effective date of conversion, in the case
     of an Optional Conversion by a holder.  If more than one share of
     PRIDES shall be surrendered for conversion or redemption at one time
     by or for the same holder, the number of full shares of Common Stock
     issuable upon conversion thereof shall be computed on the basis of
     the aggregate number of shares of the PRIDES so surrendered or
     redeemed.

               Section 5.  Reservation of Common Stock.  The Corporation
     shall at all times reserve and keep available out of its authorized
     and unissued Common Stock, solely for issuance upon the conversion or
     redemption of shares of PRIDES, as herein provided, free from
     preemptive rights, such maximum number of shares of Common Stock as
     shall from time to time be issuable upon the Mandatory Conversion or
     Optional Conversion or redemption of all the shares of PRIDES then
     outstanding.  

               Section 6.  Definitions.  As used in this Certificate of
     Designations:

               (i)  the term "business day" shall mean any day other than
          a Saturday, Sunday, or a day on which banking institutions in
          the State of New York are authorized or obligated by law or
          executive order to close; 

               (ii)  the term "Closing Price", on any day, shall mean the
          last sale price as shown on the New York Stock Exchange
          Composite Tape on such day, or, in case no such sale takes place
          on such day, the average of the reported closing bid and asked
          prices regular way on the New York Stock Exchange, or, if the
          Common Stock is not listed or admitted to trading on such
          Exchange, on the principal national securities exchange on which
          the Common Stock is listed or admitted to trading, or, if not
          listed or admitted to trading on any national securities
          exchange, the average of the closing bid and asked prices of the
          Common Stock on the over-the-counter market on the day in
          question as reported by the National Association of Securities
          Dealers, Inc. Automated Quotation System, or a similar generally
          accepted reporting service, or if not so available in such
          manner, as furnished by any New York Stock Exchange member firm
          selected from time to time by the Board of Directors for that
          purpose; 

               (iii)  the term "record date" shall be such date as from
          time to time fixed by the Board of Directors with respect to the
          receipt of dividends, the receipt of a redemption price upon
          redemption or the taking of any action or exercise of any voting
          rights permitted hereby; and 

               (iv)  the term "Trading Day" shall mean a date on which the
          New York Stock Exchange (or any successor to such Exchange) is
          open for the transaction of business.  

               Section 7.  Payment of Taxes.  The Corporation shall pay
     any and all documentary, stamp or similar issue or transfer taxes
     payable in respect of the issue or delivery of shares of Common Stock
     on the redemption or conversion of shares of PRIDES pursuant to
     Section 3; provided, however, that the Corporation shall not be
     required to pay any tax which may be payable in respect of any
     registration of transfer involved in the issue or delivery of shares
     of Common Stock in a name other than that of the registered holder of
     shares of PRIDES redeemed or converted or to be redeemed or
     converted, and no such issue or delivery shall be made unless and
     until the person requesting such issue has paid to the Corporation
     the amount of any such tax or has established, to the satisfaction of
     the Corporation, that such tax has been paid.  

               Section 8.  Liquidation Rights.  In the event of any
     voluntary or involuntary liquidation, dissolution, or winding up of
     the Corporation, and subject to the rights of holders of any other
     series of Preferred Stock, the holders of outstanding shares of
     PRIDES are entitled to receive the sum of $47.25 per share, plus an
     amount equal to any accrued and unpaid Preferred Dividends thereon,
     out of the assets of the Corporation available for distribution to
     stockholders, before any distribution of assets is made to holders of
     Second Preferred Stock, Common Stock or any other capital stock
     ranking junior to the shares of PRIDES upon liquidation, dissolution,
     or winding up.  If upon any voluntary or involuntary liquidation,
     dissolution, or winding up of the Corporation, the assets of the
     Corporation are insufficient to permit the payment of the full
     preferential amounts payable with respect to the shares of PRIDES and
     all other series of Parity Preferred Stock, the holders of shares of
     PRIDES and of all other series of Parity Preferred Stock shall share
     ratably in any distribution of assets of the Corporation in
     proportion to the full respective preferential amounts to which they
     are entitled.  After payment of the full amount of the liquidating
     distribution to which they are entitled, the holders of shares of
     PRIDES shall not be entitled to any further participation in any
     distribution of assets by the Corporation.  A consolidation or merger
     of the Corporation with or into one or more other corporations
     (whether or not the Corporation is the corporation surviving such
     consolidation or merger), or a sale, lease or exchange of all or
     substantially all of the assets of the Corporation shall not be
     deemed to be a voluntary or involuntary liquidation, dissolution, or
     winding up of the Corporation.

               Section 9.  Voting Rights.  (a)  The holders of shares of
     PRIDES shall have the right with the holders of Common Stock to vote
     in the election of directors and upon each other matter coming before
     any meeting of the holders of Common Stock on the basis of 4/5 of a
     vote for each share of PRIDES held.  The holders of shares of PRIDES
     and the holders of Common Stock shall vote together as one class on
     such matters except as otherwise provided by law or by the Restated
     Certificate of Incorporation.

               (b)  In the event that dividends on the shares of PRIDES or
     any other series of Preferred Stock shall be in arrears and unpaid
     for six quarterly dividend periods, or if any series of Preferred
     Stock (other than the PRIDES) shall be entitled for any other reason
     to exercise voting rights, separate from the Common Stock, to elect
     any directors of the Corporation ("Preferred Stock Directors"), the
     holders of the shares of PRIDES (voting separately as a class with
     holders of all other series of Preferred Stock upon which like voting
     rights have been conferred and are exercisable), with each share of
     PRIDES entitled to one vote on this and other matters in which
     Preferred Stock votes as a group, shall be entitled to vote for the
     election of two directors of the Corporation, such directors to be in
     addition to the number of directors constituting the Board of
     Directors immediately before the accrual of such right.  Such right,
     when vested, shall continue until all cumulative dividends
     accumulated and payable on the shares of PRIDES and such other series
     of Preferred Stock shall have been paid in full and the right of any
     other series of Preferred Stock to exercise voting rights, separate
     from the Common Stock, to elect Preferred Stock Directors shall
     terminate or have terminated, and, when so paid and any such
     termination occurs or has occurred, such right of the holders of the
     shares of PRIDES shall cease.  The term of office of any director
     elected by the holders of the shares of PRIDES and such other series
     shall terminate on the earlier of (i) the next annual meeting of
     stockholders at which a successor shall have been elected and
     qualified or (ii) the termination of the right of holders of the
     shares of PRIDES and such other series to vote for such directors.

               (c)  The Corporation shall not, without the approval of the
     holders of at least 66-2/3 percent of the shares of PRIDES then
     outstanding:  (i) amend, alter, or repeal any of the provisions of
     the Restated Certificate of Incorporation or By-Laws of the
     Corporation so as to affect adversely the powers, preferences or
     rights of the holders of the shares of PRIDES then outstanding or
     reduce the minimum time for any required notice to which the holders
     of the shares of PRIDES then outstanding may be entitled (an
     amendment of the Restated Certificate of Incorporation to authorize
     or create, or to increase the authorized amount of, Junior Stock or
     any stock of any class ranking on a parity with the PRIDES being
     deemed not to affect adversely the powers, preferences, or rights of
     the holders of the shares of PRIDES); (ii) authorize or create, or
     increase the authorized amount of, any capital stock, or any security
     convertible into capital stock of any class, ranking prior to the
     shares of PRIDES either as to the payment of dividends or the
     distribution of assets upon liquidation, dissolution or winding up of
     the Corporation; or (iii) merge or consolidate with or into any other
     corporation, unless each holder of shares of PRIDES immediately
     preceding such merger or consolidation shall receive or continue to
     hold in the resulting corporation the same number of shares, with
     substantially the same rights and preferences, as correspond to the
     shares of PRIDES so held.

               (d)  The Corporation shall not, without the approval of the
     holders of at least a majority of the shares of PRIDES then
     outstanding:  (i) increase the authorized number of shares of
     Preferred Stock; or (ii) create any other class or classes of capital
     stock of the Corporation ranking on a parity with the Preferred
     Stock, either as to payment of dividends or the distribution of
     assets upon liquidation, dissolution or winding up of the
     Corporation, or create any stock or other security convertible into
     or exchangeable for or evidencing the right to purchase any stock of
     such other class ranking on a parity with the Preferred Stock, or
     increase the authorized number of shares of any such other class or
     amount of such other stock or security.

               (e)  Notwithstanding the provisions set forth in Sections
     9(c) and 9(d), no such approval described therein of the holders of
     the shares of PRIDES shall be required if, at or before the time when
     such amendment, alteration, or repeal is to take effect or when the
     authorization, creation, increase or issuance of any such prior or
     parity stock or convertible security is to be made, or when such
     consolidation or merger, voluntary liquidation, dissolution, or
     winding up, sale, lease, conveyance, purchase, or redemption is to
     take effect, as the case may be, provision is made for the redemption
     of all shares of PRIDES at the time outstanding.

          IN WITNESS WHEREOF, Reynolds Metals Company has caused this
certificate to be signed and attested this 20th day of January, 1994.

                                     REYNOLDS METALS COMPANY


                                     By:    Henry S. Savedge, Jr.
                                     Name:  Henry S. Savedge, Jr.
                                     Title: Executive Vice President
                                            and Chief Financial Officer


Attest:


       D. Michael Jones          
Name:  D. Michael Jones
Title: Vice President, General
       Counsel and Secretary




                          State of Delaware      PAGE 1
                 Office of the Secretary of State
                 --------------------------------

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:

     "BEV-PAK, INC.", A DELAWARE CORPORATION,
     "R/M CAN COMPANY", A DELAWARE CORPORATION,
     WITH AND INTO "REYNOLDS METALS COMPANY" UNDER THE NAME OF

"REYNOLDS METALS COMPANY", A CORPORATION ORGANIZED AND EXISTING
UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED
IN THIS OFFICE THE TWELFTH DAY OF DECEMBER, A.D. 1994, AT 9 
O'CLOCK A.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO
THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.



                                   Edward J. Freel
                                   -----------------------------
                                   Edward J. Freel, Secretary of State

                                   AUTHENTICATION:  7334005
                                   DATE:  12-12-94
0240111  8100M
944241228




                    CERTIFICATE OF OWNERSHIP AND MERGER

                                  MERGING

                              R/M CAN COMPANY

                                    AND

                               BEV-PAK, INC.

                                   INTO

                          REYNOLDS METALS COMPANY

               _____________________________________________

                      Pursuant to Section 253 of the
                    General Corporation Law of Delaware

               _____________________________________________


          REYNOLDS METALS COMPANY, a Delaware corporation (the
"Corporation"), does hereby certify:

          FIRST:  That the Corporation is incorporated pursuant to the
General Corporation Law of the State of Delaware.

          SECOND:  That the Corporation owns all of the outstanding shares
of each class of the capital stock of R/M CAN COMPANY and BEV-PAK, INC.,
each a Delaware corporation.

          THIRD:  That the Corporation, by the following resolutions of
its Board of Directors, duly adopted at a meeting held on the 21st day of
October, 1994, determined to merge into itself R/M CAN COMPANY and BEV-PAK,
INC. on the conditions set forth in such resolutions:

               RESOLVED, that the corporation, as owner of all of the
          outstanding shares of each class of the capital stock of
          R/M Can Company and Bev-Pak, Inc., merge into itself R/M
          Can Company and Bev-Pak, Inc. and assume all of their
          respective liabilities and obligations effective as of
          11:59 p.m. E.S.T. on December 31, 1994; and

               FURTHER RESOLVED, that the Chief Executive Officer,
          the Chief Operating Officer, the Chief Financial Officer,
          any Vice Chairman of the Board, any Executive Vice
          President, any Vice President, the Secretary and any
          Assistant Secretary are each hereby authorized on behalf of
          the corporation to take all such action, including, without
          limitation, incurrence and payment of all fees, expenses
          and other charges, and to execute and deliver all such
          agreements, instruments and documents (including, without
          limitation, a certificate of ownership and merger and
          documents relating to employee benefit plans maintained for
          employees of Bev-Pak, Inc.) which in the opinion of any of
          them may be necessary or desirable to achieve the purposes
          of or effect the transactions contemplated by the preceding
          resolution, the taking of any such action or the execution
          and delivery of any such agreements, instruments or
          documents to be conclusive evidence of the authority to
          take, execute or deliver the same.

          This Certificate of Ownership and Merger shall be effective as
of 11:59 p.m. E.S.T. on December 31, 1994.

          IN WITNESS WHEREOF, the Corporation has caused its corporate
seal to be affixed and this Certificate to be executed and attested by its
officers thereunto duly authorized this 29th day of November, 1994.

                                   REYNOLDS METALS COMPANY




                                   By D. Michael Jones
                                      Vice President, General Counsel
                                      and Secretary

[SEAL]


ATTEST:


By: Brenda A. Hart
    Assistant Secretary





                          State of Delaware      PAGE 1
                 Office of the Secretary of State
                 --------------------------------

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:

     "RMC HOLDING, INC.", A DELAWARE CORPORATION,

     WITH AND INTO "REYNOLDS METALS COMPANY" UNDER THE NAME OF
"REYNOLDS METALS COMPANY", A CORPORATION ORGANIZED AND EXISTING
UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED
IN THIS OFFICE THE THIRTEENTH DAY OF DECEMBER, A.D. 1995, AT 9 
O'CLOCK A.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO
THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.



                                   Edward J. Freel
                                   -----------------------------
                                   Edward J. Freel, Secretary of State

                                   AUTHENTICATION:  7752105
                                   DATE:  12-15-95
0240111  8100M
950294013



               CERTIFICATE OF OWNERSHIP AND MERGER

                             MERGING

                       RMC HOLDINGS, INC.

                              INTO

                     REYNOLDS METALS COMPANY



                 Pursuant to Section 253 of the
               General Corporation Law of Delaware
                                


          REYNOLDS METALS COMPANY, a Delaware corporation (the
"Corporation"), does hereby certify:

          FIRST:   That the Corporation is incorporated pursuant
to the General Corporation Law of the State of Delaware.

          SECOND:   That the Corporation owns all of the
outstanding shares of each class of the capital stock of
RMC HOLDINGS, Inc., a Delaware corporation.

          THIRD:   That the Corporation, by the following
resolutions of its Board of Directors, duly adopted at a meeting
held on the 17th day of November, 1995, determined to merge into
itself RMC HOLDINGS, INC. on the conditions set forth in such
resolutions:

               RESOLVED, that the corporation, as owner of all of
     the outstanding shares of each class of the capital stock of
     RMC Holdings, Inc., merge into itself RMC Holdings, Inc. and
     assume all of its liabilities and obligations effective as
     of 11:59 p.m. E.S.T. on December 15, 1995; provided, that at
     any time prior to the filing of a certificate of ownership
     and merger with the Delaware Secretary of State with respect
     to such merger, this resolution may be rescinded by the
     Board of Directors of the corporation or by the Executive
     Committee thereof; and
     
               FURTHER RESOLVED, that the Chief Executive
     Officer, the Chief Operating Officer, the Chief Financial
     Officer, the Vice Chairman of the Board, any Executive Vice
     President, any Vice President, the Secretary and any
     Assistant Secretary are each hereby authorized on behalf of
     the corporation to take all such action, including, without
     limitation, incurrence and payment of all fees, expenses and
     other charges, and to execute and deliver all such
     agreements, instruments and documents (including, without
     limitation, a certificate of ownership and merger) which in
     the opinion of any of them may be necessary or desirable to
     achieve the purposes of or effect the transactions
     contemplated by the preceding resolution, the taking of any
     such action or the execution and delivery of any such
     agreements, instruments or documents to be conclusive
     evidence of the authority to take, execute or deliver the
     same.

          FOURTH:   That the foregoing resolutions of the
Corporation's Board of Directors have not been rescinded by the
Board of Directors or the Executive Committee thereof.

          This Certificate of Ownership and Merger shall be
effective as of 11:59 p.m. E.S.T. on December 15, 1995.

          IN WITNESS WHEREOF, the Corporation has caused its
corporate seal to be affixed and this Certificate to be executed
and attested by its officers thereunto duly authorized this 11th
day of December, 1995.


                              REYNOLDS METALS COMPANY



                              By   D. Michael Jones
                                   ______________________________
                                   Vice President, General
                                   Counsel and Secretary

[SEAL]


ATTEST:


     Brenda A. Hart
By:  -----------------------------
     Assistant Secretary




                          State of Delaware      PAGE 1
                 Office of the Secretary of State
                 --------------------------------

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:

     "RMC ACCEPTANCE, INC.", A DELAWARE CORPORATION,

     WITH AND INTO "REYNOLDS METALS COMPANY" UNDER THE NAME OF
"REYNOLDS METALS COMPANY", A CORPORATION ORGANIZED AND EXISTING
UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED
IN THIS OFFICE THE TWENTY-THIRD DAY OF DECEMBER, A.D. 1996, AT 9 
O'CLOCK A.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO
THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.



                                   Edward J. Freel
                                   -----------------------------
                                   Edward J. Freel, Secretary of State

                                   AUTHENTICATION:  
                                   DATE:  12-24-96

024011100  8100
96036137



              CERTIFICATE OF OWNERSHIP AND MERGER

                            MERGING

                      RMC ACCEPTANCE, INC.

                              INTO

                    REYNOLDS METALS COMPANY

         _____________________________________________

                 Pursuant to Section 253 of the
              General Corporation Law of Delaware

         _____________________________________________


          REYNOLDS METALS COMPANY, a Delaware corporation (the
"Corporation"), does hereby certify:

          FIRST:  That the Corporation is incorporated pursuant
to the General Corporation Law of the State of Delaware.

          SECOND:  That the Corporation owns all of the
outstanding shares of each class of the capital stock of RMC
ACCEPTANCE, INC., a Delaware corporation.

          THIRD:  That the Corporation, by the following
resolutions of the Executive Committee of its Board of Directors,
duly adopted by unanimous written consent as of the 20th day of
December, 1996, determined to merge into itself RMC ACCEPTANCE,
INC. on the conditions set forth in such resolutions:

          RESOLVED, that the corporation, as owner of all of
     the outstanding shares of each class of the capital
     stock of RMC ACCEPTANCE, INC., merge into itself RMC
     ACCEPTANCE, INC. and assume all of its liabilities and
     obligations effective as of 12:01 a.m. E.S.T. on
     January 2, 1997; and

          FURTHER RESOLVED, that the Chief Executive
     Officer, any Vice Chairman and Executive Officer, the
     Chief Financial Officer, any Senior Vice President, any
     Vice President, the Secretary and any Assistant
     Secretary are each authorized on behalf of the
     corporation to take all such action, including, without
     limitation, incurrence and payment of all fees,
     expenses and other charges, and to execute and deliver
     all such agreements, instruments and documents
     (including, without limitation, a certificate of
     ownership and merger) which in the opinion of any of
     them may be necessary or desirable to achieve the
     purposes of or effect the transactions contemplated by
     the preceding resolution, the taking of any such action
     or the execution and delivery of any such agreements,
     instruments or documents to be conclusive evidence of
     the authority to take, execute or deliver the same.

          This Certificate of Ownership and Merger shall be
effective as of 12:01 a.m. E.S.T. on January 2, 1997.

          IN WITNESS WHEREOF, the Corporation has caused its
corporate seal to be affixed and this Certificate to be executed
and attested by its officers thereunto duly authorized this 20th
day of December, 1996.

                              REYNOLDS METALS COMPANY



                              By D. Michael Jones
                                 Senior Vice President and
                                 General Counsel

[SEAL]


ATTEST:



By: Donna C. Dabney
    Secretary




                          State of Delaware      PAGE 1
                 Office of the Secretary of State
                 --------------------------------

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF DESIGNATION OF "REYNOLDS METALS
COMPANY", FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF
JANUARY, A.D. 1997, AT 9 O'CLOCK A.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO
THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.



                                   Edward J. Freel
                                   -----------------------------
                                   Edward J. Freel, Secretary of State

                                   AUTHENTICATION:  8294419
                                   DATE:  01-22-97

0240111  8100
971020822





                  CERTIFICATE OF ELIMINATION OF
                                
             7% PRIDES, Convertible Preferred Stock
                                
                               of
                                
                     REYNOLDS METALS COMPANY
                    ________________________
                                
                 Pursuant to Section 151 of the
        General Corporation Law of the State of Delaware
                    ________________________


     REYNOLDS METALS COMPANY, a corporation organized and
existing under the laws of the State of Delaware (the
"Corporation"), hereby certifies that:

1.   The Corporation has heretofore authorized and issued
     11,000,000 shares of 7% PRIDES, Convertible Preferred Stock,
     Stated Value $47.25 Per Share (the "PRIDES"), pursuant to
     its Certificate of Designations, Preferences, Rights and
     Limitations under Section 151 of the General Corporation Law
     of the State of Delaware (the "PRIDES Certificate of
     Designations") filed in the Office of Secretary of State of
     the State of Delaware on January 20, 1994.

2.   Pursuant to Section 3 of the PRIDES Certificate of
     Designations, on December 2, 1996 the Corporation called all
     of the outstanding shares of PRIDES for redemption on
     December 31, 1996.

3.   The Board of Directors of the Corporation duly adopted the
     following resolutions at a meeting held on January 17, 1997,
     acknowledging that as a result of the redemption of all of
     the outstanding shares of the PRIDES on December 31, 1996,
     none of the authorized shares of the PRIDES are outstanding,
     and none will be issued subject to the PRIDES Certificate of
     Designations:

                    RESOLVED, that as a result of the
          redemption on December 31, 1996 of all of the
          outstanding shares of 7% PRIDES(SM), Convertible
          Preferred Stock, Stated Value $47.25 Per Share
          (the "PRIDES"), of the corporation, none of the
          authorized shares of the PRIDES are outstanding
          and none will be issued subject to the Certificate
          of Designations, Preferences, Rights and
          Limitations relating to the PRIDES (the "PRIDES
          Certificate of Designations") previously filed in
          the Office of Secretary of State of the State of
          Delaware; and

               FURTHER RESOLVED, that the Restated
          Certificate of Incorporation of the corporation be
          amended to eliminate all matters set forth in the
          PRIDES Certificate of Designations; and

               FURTHER RESOLVED, that the Chief Executive
          Officer, any Vice Chairman and Executive Officer,
          the Chief Financial Officer, the Senior Vice
          President and General Counsel and the Secretary of
          the corporation are each hereby authorized on
          behalf of the corporation to take any and all such
          action, including, without limitation, the filing
          and recording of one or more certificates in the
          appropriate offices in the State of Delaware, and
          the incurrence and payment of all fees, expenses
          and other charges, and to execute and deliver all
          such agreements, instruments and documents which
          in the opinion of any of them may be necessary or
          desirable to achieve the purposes of, or to effect
          the transactions contemplated by, the preceding
          resolutions, the taking of any such action or the
          execution and delivery of any such agreements,
          instruments or documents to be conclusive evidence
          of the authority to take, execute or deliver the
          same.

     IN WITNESS WHEREOF, the Corporation has caused its corporate
seal to be affixed and this Certificate to be executed and
attested by its officers thereunto duly authorized this 17th day
of January, 1997.

                                        REYNOLDS METALS COMPANY



                                        By D. Michael Jones
                                           --------------------------
                                           D. Michael Jones
                                           Senior Vice President
                                           and General Counsel
[SEAL]

ATTEST:


By Donna C. Dabney
   ------------------
   Donna C. Dabney
   Secretary



F:\BAH\PRIDES\ELIMIN.CER