SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


                          FORM 10-K/A


                        AMENDMENT NO. 1
                               TO


                           FORM 10-K


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



          For the fiscal year ended December 31, 1996


                 Commission File Number 1-1430


                    REYNOLDS METALS COMPANY

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

                             PART IV


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

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

     (1)  Consolidated Financial Statements:          Previously
                                                        filed

          Consolidated statement of income and 
          retained earnings - Years ended December 31,
          1996, 1995 and 1994.

          Consolidated balance sheet - December 31, 
          1996 and 1995.

          Consolidated statement of cash flows - 
          Years ended December 31, 1996, 1995 and 1994.

          Notes to consolidated financial statements.

          Report of Ernst & Young LLP, Independent Auditors.

     (2)  Financial Statement Schedules

          This report omits all schedules for which provision is
          made in the applicable accounting regulations of the
          Securities and Exchange Commission because they are not
          required, are inapplicable or the required information
          has otherwise been given.
          
          This report omits individual financial statements of
          Reynolds Metals Company because the restricted net
          assets (as defined in Accounting Series Release 302) of
          all subsidiaries included in the consolidated financial
          statements filed, in the aggregate, do not exceed 25%
          of the consolidated net assets shown in the
          consolidated balance sheet as of December 31, 1996.
          
          This report omits financial statements of all
          associated companies (20% to 50% owned) because no
          associated company is individually significant.

     (3)  Exhibits

          EXHIBIT 2     - None

       ** EXHIBIT 3.1   - Restated Certificate of Incorporation,
                          as amended

       ** EXHIBIT 3.2   - By-Laws, as amended

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

          EXHIBIT 4.2   - By-Laws.  See EXHIBIT 3.2.

        * EXHIBIT 4.3   - Indenture dated as of April 1, 1989 (the
                          "Indenture") between Reynolds Metals
                          Company and The Bank of New York, as
                          Trustee, relating to Debt Securities.
                          (File No. 1-1430, Form 10-Q Report for
                          the Quarter Ended March 31, 1989,
                          EXHIBIT 4(c))
_______________________
*  Incorporated by reference.
** Previously filed.
        * EXHIBIT 4.4   - Amendment No. 1 dated as of November 1,
                          1991 to the Indenture.  (File No. 1-
                          1430, 1991 Form 10-K Report, EXHIBIT
                          4.4)
        * EXHIBIT 4.5   - Rights Agreement dated as of November
                          23, 1987 (the "Rights Agreement")
                          between Reynolds Metals Company and The
                          Chase Manhattan Bank, N.A.  (File No. 1-
                          1430, Registration Statement on Form 8-A
                          dated November 23, 1987, pertaining to
                          Preferred Stock Purchase Rights, EXHIBIT
                          1)

        * EXHIBIT 4.6   - Amendment No. 1 dated as of December 19,
                          1991 to the Rights Agreement.  (File No.
                          1-1430, 1991 Form 10-K Report, EXHIBIT
                          4.11)

        * EXHIBIT 4.7   - Form of 9-3/8% Debenture due June 15, 1999.
                          (File No. 1-1430, Form 8-K Report dated
                          June 6, 1989, EXHIBIT 4)

        * EXHIBIT 4.8   - Form of Fixed Rate Medium-Term Note.
                          (Registration Statement No. 33-30882 on
                          Form S-3, dated August 31, 1989, EXHIBIT
                          4.3)

        * EXHIBIT 4.9   - Form of Floating Rate Medium-Term Note.
                          (Registration Statement No. 33-30882 on
                          Form S-3, dated August 31, 1989, EXHIBIT
                          4.4)

        * EXHIBIT 4.10  - Form of Book-Entry Fixed Rate Medium-Term Note.
                          (File No. 1-1430, 1991 Form 10-K Report,
                          EXHIBIT 4.15)

        * EXHIBIT 4.11  - Form of Book-Entry Floating Rate Medium-Term
                          Note.  (File No. 1-1430, 1991 Form 10-K
                          Report, EXHIBIT 4.16)

        * EXHIBIT 4.12  - Form of 9% Debenture due August 15, 2003.  (File
                          No. 1-1430, Form 8-K Report dated August
                          16, 1991, Exhibit 4(a))

        * EXHIBIT 4.13  - Articles of Continuance of Societe d'Aluminium
                          Reynolds du Canada, Ltee/Reynolds
                          Aluminum Company of Canada, Ltd.
                          (formerly known as Canadian Reynolds
                          Metals Company, Limited -- Societe
                          Canadienne de Metaux Reynolds, Limitee)
                          ("REYCAN"), as amended.  (File No. 1-
                          1430, 1995 Form 10-K Report, EXHIBIT
                          4.13)

        * EXHIBIT 4.14  - By-Laws of REYCAN, as amended.  (File No. 1-
                          1430, 1995 Form 10-K Report, EXHIBIT
                          4.14)

        * EXHIBIT 4.15  - Articles of Incorporation of Societe Canadienne
                          de Metaux Reynolds, Ltee/Canadian
                          Reynolds Metals Company, Ltd. ("CRM"),
                          as amended.  (File No. 1-1430, 1995 Form
                          10-K Report, EXHIBIT 4.15)

        * EXHIBIT 4.16  - By-Laws of CRM, as amended.  (File No. 1-1430,
                          1995 Form 10-K Report, EXHIBIT 4.16)


_______________________
*  Incorporated by reference.

        * EXHIBIT 4.17  - Indenture dated as of April 1, 1993 among REYCAN,
                          Reynolds Metals Company and The Bank of
                          New York, as Trustee.  (File No. 1-1430,
                          Form 8-K Report dated July 14, 1993,
                          EXHIBIT 4(a))

        * EXHIBIT 4.18  - First Supplemental Indenture, dated as of
                          December 18, 1995 among REYCAN, Reynolds
                          Metals Company, CRM and The Bank of New
                          York, as Trustee.  (File No. 1-1430,
                          1995 Form 10-K Report, EXHIBIT 4.18)

        * EXHIBIT 4.19  - Form of 6-5/8% Guaranteed Amortizing Note due July
                          15, 2002.  (File No. 1-1430, Form 8-K
                          Report dated July 14, 1993, EXHIBIT
                          4(d))

          EXHIBIT 9     - None

       =* EXHIBIT 10.1  - Reynolds
                          Metals Company 1987 Nonqualified Stock
                          Option Plan.  (Registration Statement
                          No. 33-13822 on Form S-8, dated April
                          28, 1987, EXHIBIT 28.1)

       =* EXHIBIT 10.2  - Reynolds Metals Company 1992 Nonqualified Stock
                          Option Plan.  (Registration Statement
                          No. 33-44400 on Form S-8, dated December
                          9, 1991, EXHIBIT 28.1)

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

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

       =* EXHIBIT 10.5  - Supplemental Death Benefit Plan for
                          Officers.  (File No. 1-1430, 1986 Form
                          10-K Report, EXHIBIT 10.8)

       =* EXHIBIT 10.6  - Financial Counseling Assistance Plan for Officers.
                          (File No. 1-1430, 1987 Form 10-K Report,
                          EXHIBIT 10.11)

       =* EXHIBIT 10.7  - Management Incentive Deferral Plan.
                          (File No. 1-1430, 1987 Form 10-K Report,
                          EXHIBIT 10.12)

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

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


____________________________
*  Incorporated by reference.
=  Management contract or compensatory plan or arrangement
   required to be filed as an exhibit pursuant to Item 601 of
   Regulation S-K.


       =* EXHIBIT 10.10 - Form of Executive Severance Agreement between
                          Reynolds Metals Company and key
                          executive personnel, including each of
                          the individuals (other than Donna C.
                          Dabney) listed in Item 4A of this
                          report.  (File No. 1-1430, 1987 Form 10-
                          K Report, EXHIBIT 10.18)

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

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

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

       =* EXHIBIT 10.14 - Form of Stock Option and Stock Appreciation
                          Right Agreement, as approved February
                          16, 1990 by the Compensation Committee
                          of the Company's Board of Directors.
                          (File No. 1-1430, 1989 Form 10-K Report,
                          EXHIBIT 10.24)

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

       =* EXHIBIT 10.16 - Letter Agreement dated January 18, 1991 between
                          Reynolds Metals Company and William O.
                          Bourke.  (File No. 1-1430, 1990 Form 10-
                          K Report, EXHIBIT 10.27)

       =* EXHIBIT 10.17 - Form of Stock Option Agreement, as approved
                          April 22, 1992 by the Compensation
                          Committee of the Company's Board of
                          Directors.  (File No. 1-1430, Form 10-Q
                          Report for the Quarter Ended March 31,
                          1992, EXHIBIT 28(a))

       =* EXHIBIT 10.18 - Consulting Agreement dated May 1, 1992
                          between Reynolds Metals Company and
                          William O. Bourke.  (File No. 1-1430,
                          Form 10-Q Report for the Quarter Ended
                          March 31, 1992, EXHIBIT 28(b))

       =* EXHIBIT 10.19 - Renewal dated February 18, 1994 of Consulting
                          Agreement dated May 1, 1992 between
                          Reynolds Metals Company and William O.
                          Bourke.  (File No. 1-1430, 1993 Form 10-
                          K Report, EXHIBIT 10.28)


____________________________
*  Incorporated by reference.
=  Management contract or compensatory plan or arrangement
   required to be filed as an exhibit pursuant to Item 601 of
   Regulation S-K.


       =* EXHIBIT 10.20 - Reynolds Metals Company Restricted Stock Plan for
                          Outside Directors.  (Registration
                          Statement No. 33-53851 on Form S-8,
                          dated May 27, 1994, EXHIBIT 4.6)


       =* EXHIBIT 10.21 - Reynolds Metals Company New Management Incentive
                          Deferral Plan.  (File No. 1-1430, Form
                          10-Q Report for the Quarter Ended June
                          30, 1994, EXHIBIT 10.30)

       =* EXHIBIT 10.22 - Reynolds Metals Company Salary Deferral Plan for
                          Executives.  (File No. 1-1430, Form 10-Q
                          Report for the Quarter Ended June 30,
                          1994, EXHIBIT 10.31)

       =* EXHIBIT 10.23 - Reynolds Metals Company Supplemental Long Term
                          Disability Plan for Executives.  (File
                          No. 1-1430, Form 10-Q Report for the
                          Quarter Ended June 30, 1994, EXHIBIT
                          10.32)

       =* EXHIBIT 10.24 - Amendment to Reynolds Metals Company 1987
                          Nonqualified Stock Option Plan effective
                          August 19, 1994.  (File No. 1-1430, Form
                          10-Q Report for the Quarter Ended
                          September 30, 1994, EXHIBIT 10.34)

       =* EXHIBIT 10.25 - Amendment to Reynolds Metals Company 1992
                          Nonqualified Stock Option Plan effective
                          August 19, 1994.  (File No. 1-1430, Form
                          10-Q Report for the Quarter Ended
                          September 30, 1994, EXHIBIT 10.35)

       =* EXHIBIT 10.26 - Amendment to Reynolds Metals Company New
                          Management Incentive Deferral Plan
                          effective January 1, 1995.  (File No. 1-
                          1430, 1994 Form 10-K Report, EXHIBIT
                          10.36)

       =* EXHIBIT 10.27 - Form of Split Dollar Life Insurance Agreement
                          (Trustee Owner, Trustee Pays Premiums).
                          (File No. 1-1430, Form 10-Q Report for
                          the Quarter Ended June 30, 1995, EXHIBIT
                          10.34)

       =* EXHIBIT 10.28 - Form of Split Dollar Life Insurance Agreement
                          (Trustee Owner, Employee Pays Premium).
                          (File No. 1-1430, Form 10-Q Report for
                          the Quarter Ended June 30, 1995, EXHIBIT
                          10.35)

       =* EXHIBIT 10.29 - Form of Split Dollar Life Insurance Agreement
                          (Employee Owner, Employee Pays Premium).
                          (File No. 1-1430, Form 10-Q Report for
                          the Quarter Ended June 30, 1995, EXHIBIT
                          10.36)

       =* EXHIBIT 10.30 - Form of Split Dollar Life Insurance Agreement
                          (Third Party Owner, Third Party Pays
                          Premiums).  (File No. 1-1430, Form 10-Q
                          Report for the Quarter Ended June 30,
                          1995, EXHIBIT 10.37)


____________________________
*  Incorporated by reference.
=  Management contract or compensatory plan or arrangement
   required to be filed as an exhibit pursuant to Item 601 of
   Regulation S-K.

       =* EXHIBIT 10.31 - Form of Split Dollar Life Insurance Agreement
                          (Third Party Owner, Employee Pays
                          Premiums).  (File No. 1-1430, Form 10-Q
                          Report for the Quarter Ended June 30,
                          1995, EXHIBIT 10.38)

       =* EXHIBIT 10.32 - Reynolds Metals Company 1996 Nonqualified Stock
                          Option Plan.  (Registration Statement
                          No. 333-03947 on Form S-8, dated May 17,
                          1996, EXHIBIT 4.6)

       =* EXHIBIT 10.33 - Amendment to Reynolds Metals Company 1992
                          Nonqualified Stock Option Plan effective
                          January 1, 1993.  (Registration
                          Statement No. 333-03947 on Form S-8,
                          dated May 17, 1996, EXHIBIT 99)

       =* EXHIBIT 10.34 - Form of Stock Option Agreement, as approved May
                          17, 1996 by the Compensation Committee
                          of the Company's Board of Directors.
                          (File No. 1-1430, Form 10-Q Report for
                          the Quarter Ended June 30, 1996, EXHIBIT
                          10.41)

       =* EXHIBIT 10.35 - Form of Three Party Stock Option Agreement, as
                          approved May 17, 1996 by the
                          Compensation Committee of the Company's
                          Board of Directors.  (File No. 1-1430,
                          Form 10-Q Report for the Quarter Ended
                          June 30, 1996, EXHIBIT 10.42)

       =* EXHIBIT 10.36 - Stock Option Agreement dated August 30, 1996
                          between Reynolds Metals Company and
                          Jeremiah J. Sheehan.  (File No. 1-1430,
                          Form 10-Q Report for the Quarter Ended
                          September 30, 1996, EXHIBIT 10.43)

       =* EXHIBIT 10.37 - Amendment to Deferred Compensation Plan for
                          Outside Directors effective August 15,
                          1996.  (File No. 1-1430, Form 10-Q
                          Report for the Quarter Ended September
                          30, 1996, EXHIBIT 10.44)

        = EXHIBIT 10.38 - Amendment to Reynolds Metals Company New
                          Management Incentive Deferral Plan
                          effective January 1, 1996

        = EXHIBIT 10.39 - Amendment to Reynolds Metals Company Performance
                          Incentive Plan effective January 1, 1996

        = EXHIBIT 10.40 - Reynolds Metals Company Supplemental Incentive
                          Plan

        = EXHIBIT 10.41 - Reynolds Metals Company Stock Plan for Outside
                          Directors

        = EXHIBIT 10.42 - Special Executive Severance Package for Certain
                          Employees who Terminate Employment
                          between January 1, 1997 and June 30,
                          1998, as approved by the Compensation
                          Committee of the Company's Board of
                          Directors on January 17, 1997


____________________________
*  Incorporated by reference.
=  Management contract or compensatory plan or arrangement
   required to be filed as an exhibit pursuant to Item 601 of
   Regulation S-K.


        = EXHIBIT 10.43 - Special Award Program for Certain Executives or
                          Key Employees, as approved by the
                          Compensation Committee of the Company's
                          Board of Directors on January 17, 1997

       ** EXHIBIT 11    - Computation of Earnings Per Share

          EXHIBIT 12    - Not applicable

          EXHIBIT 13    - Not applicable

          EXHIBIT 16    - Not applicable

          EXHIBIT 18    - None

       ** EXHIBIT 21    - List of Subsidiaries of Reynolds Metals
                          Company

          EXHIBIT 22    - None

       ** EXHIBIT 23    - Consent of Independent Auditors

       ** EXHIBIT 24    - Powers of Attorney

       ** EXHIBIT 27    - Financial Data Schedule

          EXHIBIT 99.1  - Reynolds Metals Company Savings and Investment
                          Plan for Salaried Employees Annual
                          Report on Form 11-K for the Fiscal Year
                          Ended December 31, 1996

          EXHIBIT 99.2  - Reynolds Metals Company Savings Plan for Hourly
                          Employees Annual Report on Form 11-K for
                          the Fiscal Year Ended December 31, 1996

          EXHIBIT 99.3  - Employees Savings Plan Annual Report on Form 11-K
                          for the Fiscal Year Ended December 31,
                          1996

____________________________
=    Management contract or compensatory plan or arrangement
     required to be filed as an exhibit pursuant to Item 601 of
     Regulation S-K.
**   Previously filed.


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

(b)  Reports on Form 8-K

     During the fourth quarter of 1996, the
     Registrant filed with the Commission a Current Report on Form
     8-K dated December 2, 1996 reporting under Item 5 that it
     would redeem on December 31, 1996 all of its outstanding 7%
     PRIDES(SM), Convertible Preferred Stock, stated value $47.25
     per share.
     _______________________
     (SM)  "PRIDES" is a service mark of Merrill Lynch & Co., Inc.



                           SIGNATURES

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

                                REYNOLDS METALS COMPANY


                                By:  Allen M. Earehart
                                     Allen M. Earehart
                                     Vice President, Controller


                                Date:  June 24, 1997


               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            EXHIBITS

                               TO

                           FORM 10-K

          For the fiscal year ended December 31, 1996

                   Commission File No. 1-1430

                    REYNOLDS METALS COMPANY

                     Attached herewith are
                  Exhibits 99.1, 99.2 and 99.3
                                
                              INDEX
                                

          EXHIBIT 2     - None

       ** EXHIBIT 3.1   - Restated Certificate of Incorporation,
                          as amended

       ** EXHIBIT 3.2   - By-Laws, as amended

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

          EXHIBIT 4.2   - By-Laws.  See EXHIBIT 3.2.

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

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

        * EXHIBIT 4.5   - Rights Agreement dated as of November
                          23, 1987 (the "Rights Agreement")
                          between Reynolds Metals Company and The
                          Chase Manhattan Bank, N.A.  (File No. 1-
                          1430, Registration Statement on Form 8-A
                          dated November 23, 1987, pertaining to
                          Preferred Stock Purchase Rights, EXHIBIT
                          1)

        * EXHIBIT 4.6   - Amendment No. 1 dated as of December 19,
                          1991 to the Rights Agreement.  (File No.
                          1-1430, 1991 Form 10-K Report, EXHIBIT
                          4.11)

        * EXHIBIT 4.7   - Form of 9-3/8% Debenture due June 15, 1999.
                          (File No. 1-1430, Form 8-K Report dated
                          June 6, 1989, EXHIBIT 4)

_______________________
*  Incorporated by reference.
** Previously filed.

        * EXHIBIT 4.8   - Form of Fixed Rate Medium-Term Note.
                          (Registration Statement No. 33-30882 on
                          Form S-3, dated August 31, 1989, EXHIBIT
                          4.3)

        * EXHIBIT 4.9   - Form of Floating Rate Medium-Term Note.
                          (Registration Statement No. 33-30882 on
                          Form S-3, dated August 31, 1989, EXHIBIT
                          4.4)

        * EXHIBIT 4.10  - Form of Book-Entry Fixed Rate Medium-Term Note.
                          (File No. 1-1430, 1991 Form 10-K Report,
                          EXHIBIT 4.15)

        * EXHIBIT 4.11  - Form of Book-Entry Floating Rate Medium-Term
                          Note.  (File No. 1-1430, 1991 Form 10-K
                          Report, EXHIBIT 4.16)

        * EXHIBIT 4.12  - Form of 9% Debenture due August 15, 2003.  (File
                          No. 1-1430, Form 8-K Report dated August
                          16, 1991, Exhibit 4(a))

        * EXHIBIT 4.13  - Articles of Continuance of Societe d'Aluminium
                          Reynolds du Canada, Ltee/Reynolds
                          Aluminum Company of Canada, Ltd.
                          (formerly known as Canadian Reynolds
                          Metals Company, Limited -- Societe
                          Canadienne de Metaux Reynolds, Limitee)
                          ("REYCAN"), as amended.  (File No. 1-
                          1430, 1995 Form 10-K Report, EXHIBIT
                          4.13)

        * EXHIBIT 4.14  - By-Laws of REYCAN, as amended.  (File No. 1-
                          1430, 1995 Form 10-K Report, EXHIBIT
                          4.14)

        * EXHIBIT 4.15  - Articles
                          of Incorporation of Societe Canadienne
                          de Metaux Reynolds, Ltee/Canadian
                          Reynolds Metals Company, Ltd. ("CRM"),
                          as amended.  (File No. 1-1430, 1995 Form
                          10-K Report, EXHIBIT 4.15)

        * EXHIBIT 4.16  - By-Laws of CRM, as amended.  (File No. 1-1430,
                          1995 Form 10-K Report, EXHIBIT 4.16)

        * EXHIBIT 4.17  - Indenture dated as of April 1, 1993 among REYCAN,
                          Reynolds Metals Company and The Bank of
                          New York, as Trustee.  (File No. 1-1430,
                          Form 8-K Report dated July 14, 1993,
                          EXHIBIT 4(a))

        * EXHIBIT 4.18  - First Supplemental Indenture, dated as of
                          December 18, 1995 among REYCAN, Reynolds
                          Metals Company, CRM and The Bank of New
                          York, as Trustee.  (File No. 1-1430,
                          1995 Form 10-K Report, EXHIBIT 4.18)

        * EXHIBIT 4.19  - Form of 6-5/8% Guaranteed Amortizing Note due July
                          15, 2002.  (File No. 1-1430, Form 8-K
                          Report dated July 14, 1993, EXHIBIT
                          4(d))

          EXHIBIT 9     - None


_______________________
*  Incorporated by reference.


       =* EXHIBIT 10.1  - Reynolds Metals Company 1987 Nonqualified Stock
                          Option Plan.  (Registration Statement
                          No. 33-13822 on Form S-8, dated April
                          28, 1987, EXHIBIT 28.1)

       =* EXHIBIT 10.2  - Reynolds Metals Company 1992 Nonqualified Stock
                          Option Plan.  (Registration Statement
                          No. 33-44400 on Form S-8, dated December
                          9, 1991, EXHIBIT 28.1)

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

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

       =* EXHIBIT 10.5  - Supplemental Death Benefit Plan for
                          Officers.  (File No. 1-1430, 1986 Form
                          10-K Report, EXHIBIT 10.8)

       =* EXHIBIT 10.6  - Financial Counseling Assistance Plan for Officers.
                          (File No. 1-1430, 1987 Form 10-K Report,
                          EXHIBIT 10.11)

       =* EXHIBIT 10.7  - Management Incentive Deferral Plan.
                          (File No. 1-1430, 1987 Form 10-K Report,
                          EXHIBIT 10.12)

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

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

       =* EXHIBIT 10.10 - Form of Executive Severance Agreement between
                          Reynolds Metals Company and key
                          executive personnel, including each of
                          the individuals (other than Donna C.
                          Dabney) listed in Item 4A of this
                          report.  (File No. 1-1430, 1987 Form 10-
                          K Report, EXHIBIT 10.18)

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

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

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

____________________________
*  Incorporated by reference.
=  Management contract or compensatory plan or arrangement
   required to be filed as an exhibit pursuant to Item 601 of
   Regulation S-K.


       =* EXHIBIT 10.14 - Form of Stock Option and Stock Appreciation
                          Right Agreement, as approved February
                          16, 1990 by the Compensation Committee
                          of the Company's Board of Directors.
                          (File No. 1-1430, 1989 Form 10-K Report,
                          EXHIBIT 10.24)

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

       =* EXHIBIT 10.16 - Letter Agreement dated January 18, 1991 between
                          Reynolds Metals Company and William O.
                          Bourke.  (File No. 1-1430, 1990 Form 10-
                          K Report, EXHIBIT 10.27)

       =* EXHIBIT 10.17 - Form of Stock Option Agreement, as approved
                          April 22, 1992 by the Compensation
                          Committee of the Company's Board of
                          Directors.  (File No. 1-1430, Form 10-Q
                          Report for the Quarter Ended March 31,
                          1992, EXHIBIT 28(a))

       =* EXHIBIT 10.18 - Consulting Agreement dated May 1, 1992
                          between Reynolds Metals Company and
                          William O. Bourke.  (File No. 1-1430,
                          Form 10-Q Report for the Quarter Ended
                          March 31, 1992, EXHIBIT 28(b))

       =* EXHIBIT 10.19 - Renewal dated February 18, 1994 of Consulting
                          Agreement dated May 1, 1992 between
                          Reynolds Metals Company and William O.
                          Bourke.  (File No. 1-1430, 1993 Form 10-
                          K Report, EXHIBIT 10.28)

       =* EXHIBIT 10.20 - Reynolds Metals Company Restricted Stock Plan for
                          Outside Directors.  (Registration
                          Statement No. 33-53851 on Form S-8,
                          dated May 27, 1994, EXHIBIT 4.6)

       =* EXHIBIT 10.21 - Reynolds Metals Company New Management Incentive
                          Deferral Plan.  (File No. 1-1430, Form
                          10-Q Report for the Quarter Ended June
                          30, 1994, EXHIBIT 10.30)

       =* EXHIBIT 10.22 - Reynolds Metals Company Salary Deferral Plan for
                          Executives.  (File No. 1-1430, Form 10-Q
                          Report for the Quarter Ended June 30,
                          1994, EXHIBIT 10.31)

       =* EXHIBIT 10.23 - Reynolds Metals Company Supplemental Long Term
                          Disability Plan for Executives.  (File
                          No. 1-1430, Form 10-Q Report for the
                          Quarter Ended June 30, 1994, EXHIBIT
                          10.32)

       =* EXHIBIT 10.24 - Amendment to Reynolds Metals Company 1987
                          Nonqualified Stock Option Plan effective
                          August 19, 1994.  (File No. 1-1430, Form
                          10-Q Report for the Quarter Ended
                          September 30, 1994, EXHIBIT 10.34)


____________________________
*  Incorporated by reference.
=  Management contract or compensatory plan or arrangement
   required to be filed as an exhibit pursuant to Item 601 of
   Regulation S-K.


       =* EXHIBIT 10.25 - Amendment to Reynolds Metals Company 1992
                          Nonqualified Stock Option Plan effective
                          August 19, 1994.  (File No. 1-1430, Form
                          10-Q Report for the Quarter Ended
                          September 30, 1994, EXHIBIT 10.35)

       =* EXHIBIT 10.26 - Amendment to Reynolds Metals Company New
                          Management Incentive Deferral Plan
                          effective January 1, 1995.  (File No. 1-
                          1430, 1994 Form 10-K Report, EXHIBIT
                          10.36)

       =* EXHIBIT 10.27 - Form of Split Dollar Life Insurance Agreement
                          (Trustee Owner, Trustee Pays Premiums).
                          (File No. 1-1430, Form 10-Q Report for
                          the Quarter Ended June 30, 1995, EXHIBIT
                          10.34)

       =* EXHIBIT 10.28 - Form of Split Dollar Life Insurance Agreement
                          (Trustee Owner, Employee Pays Premium).
                          (File No. 1-1430, Form 10-Q Report for
                          the Quarter Ended June 30, 1995, EXHIBIT
                          10.35)

       =* EXHIBIT 10.29 - Form of Split Dollar Life Insurance Agreement
                          (Employee Owner, Employee Pays Premium).
                          (File No. 1-1430, Form 10-Q Report for
                          the Quarter Ended June 30, 1995, EXHIBIT
                          10.36)

       =* EXHIBIT 10.30 - Form of Split Dollar Life Insurance Agreement
                          (Third Party Owner, Third Party Pays
                          Premiums).  (File No. 1-1430, Form 10-Q
                          Report for the Quarter Ended June 30,
                          1995, EXHIBIT 10.37)

       =* EXHIBIT 10.31 - Form of Split Dollar Life Insurance Agreement
                          (Third Party Owner, Employee Pays
                          Premiums).  (File No. 1-1430, Form 10-Q
                          Report for the Quarter Ended June 30,
                          1995, EXHIBIT 10.38)

       =* EXHIBIT 10.32 - Reynolds Metals Company 1996 Nonqualified Stock
                          Option Plan.  (Registration Statement
                          No. 333-03947 on Form S-8, dated May 17,
                          1996, EXHIBIT 4.6)

       =* EXHIBIT 10.33 - Amendment to Reynolds Metals Company 1992
                          Nonqualified Stock Option Plan effective
                          January 1, 1993.  (Registration
                          Statement No. 333-03947 on Form S-8,
                          dated May 17, 1996, EXHIBIT 99)

       =* EXHIBIT 10.34 - Form of Stock Option Agreement, as approved May
                          17, 1996 by the Compensation Committee
                          of the Company's Board of Directors.
                          (File No. 1-1430, Form 10-Q Report for
                          the Quarter Ended June 30, 1996, EXHIBIT
                          10.41)

       =* EXHIBIT 10.35 - Form of Three Party Stock Option Agreement, as
                          approved May 17, 1996 by the
                          Compensation Committee of the Company's
                          Board of Directors.  (File No. 1-1430,
                          Form 10-Q Report for the Quarter Ended
                          June 30, 1996, EXHIBIT 10.42)

       =* EXHIBIT 10.36 - Stock Option Agreement dated August 30, 1996
                          between Reynolds Metals Company and
                          Jeremiah J. Sheehan.  (File No. 1-1430,
                          Form 10-Q Report for the Quarter Ended
                          September 30, 1996, EXHIBIT 10.43)

____________________________
*  Incorporated by reference.
=  Management contract or compensatory plan or arrangement
   required to be filed as an exhibit pursuant to Item 601 of
   Regulation S-K.


       =* EXHIBIT 10.37 - Amendment to Deferred Compensation Plan for
                          Outside Directors effective August 15,
                          1996.  (File No. 1-1430, Form 10-Q
                          Report for the Quarter Ended September
                          30, 1996, EXHIBIT 10.44)

        = EXHIBIT 10.38 - Amendment to Reynolds Metals Company New
                          Management Incentive Deferral Plan
                          effective January 1, 1996

        = EXHIBIT 10.39 - Amendment to Reynolds Metals Company Performance
                          Incentive Plan effective January 1, 1996

        = EXHIBIT 10.40 - Reynolds Metals Company Supplemental Incentive
                          Plan

        = EXHIBIT 10.41 - Reynolds Metals Company Stock Plan for Outside
                          Directors

        = EXHIBIT 10.42 - Special Executive Severance Package for Certain
                          Employees who Terminate Employment
                          between January 1, 1997 and June 30,
                          1998, as approved by the Compensation
                          Committee of the Company's Board of
                          Directors on January 17, 1997

        = EXHIBIT 10.43 - Special Award Program for Certain Executives or
                          Key Employees, as approved by the
                          Compensation Committee of the Company's
                          Board of Directors on January 17, 1997

       ** EXHIBIT 11    - Computation of Earnings Per Share

          EXHIBIT 12    - Not applicable

          EXHIBIT 13    - Not applicable

          EXHIBIT 16    - Not applicable

          EXHIBIT 18    - None

       ** EXHIBIT 21    - List of Subsidiaries of Reynolds Metals
                          Company

          EXHIBIT 22    - None

       ** EXHIBIT 23    - Consent of Independent Auditors

       ** EXHIBIT 24    - Powers of Attorney

       ** EXHIBIT 27    - Financial Data Schedule

          EXHIBIT 99.1  - Reynolds Metals Company Savings and Investment
                          Plan for Salaried Employees Annual
                          Report on Form 11-K for the Fiscal Year
                          Ended December 31, 1996

          EXHIBIT 99.2  - Reynolds Metals Company Savings Plan for Hourly
                          Employees Annual Report on Form 11-K for
                          the Fiscal Year Ended December 31, 1996

____________________________
*  Incorporated by reference.
** Previously filed.
=  Management contract or compensatory plan or arrangement
   required to be filed as an exhibit pursuant to Item 601 of
   Regulation S-K.


          EXHIBIT 99.3  - Employees Savings Plan Annual Report on Form 11-K
                          for the Fiscal Year Ended December 31, 1996