EXHIBIT 10.40










                     REYNOLDS METALS COMPANY




                   SUPPLEMENTAL INCENTIVE PLAN






















                    Effective January 1, 1996

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1.   PURPOSE

      The purpose of the Supplemental Incentive Plan (the "Plan")

is  to  promote the financial success of Reynolds Metals  Company

(the  "Company") by:

           (a)   providing compensation opportunities  which  are

     competitive with those of other major companies;

            (b)    supporting  the  Company's  goal-setting   and

     strategic planning process by permitting awards to be  based

     on other than completely objective criteria; and

           (c)   motivating designated key executives to  achieve

     important  qualitative business goals by  allowing  them  to

     share in the risks and rewards of the business.

     

2.   ADMINISTRATION

      (a)   The  Plan  shall be administered by the  Compensation

Committee  (the "Committee") of the Company's Board of  Directors

(the  "Board").  No member of the Committee shall be eligible  to

participate in the Plan.

      (b)   The  Committee shall have the power and authority  to

adopt,  amend  and rescind any administrative guidelines,  rules,

regulations,   and   procedures   deemed   appropriate   to   the

administration  of the Plan, and to interpret  and  rule  on  any

questions relating to any provision of the Plan.

      (c)   The  decisions  of  the  Committee  shall  be  final,

conclusive and binding on all parties, including the Company  and

participating employees.

      (d)   The  Board  may from time to time amend,  suspend  or

terminate the Plan, in whole or in part.



3.   PARTICIPATION

      Each calendar year, the Committee shall designate employees

eligible to participate in this Plan during that calendar year.



4.   MAXIMUM AWARD LEVELS

      After  consultation  with management, the  Committee  shall

designate maximum award levels to be earned by participants for a

calendar year.  Such maximum awards may vary by management level.

These  maximum  award levels shall be independent  of  any  award

levels established under any other incentive plan of the Company.

The  Committee shall also establish a performance threshold  that

must  be  reached before any award can be paid hereunder for  the

year.  No award may be paid hereunder unless the Company achieves

adequate  financial performance as established in the performance

threshold,  such as achievement of the minimum goals  established

under  the Company's Performance Incentive Plan for the  calendar

year.



5.   PERFORMANCE GOALS

       The  Committee  shall  establish  performance  goals   for

participants to help it determine awards for each calendar  year.

Such  goals shall be different from and independent of any  goals

established under any other incentive plan of the Company and may

relate  to  corporate  performance, divisional  performance,  and

individual performance as appropriate to the purpose of the  Plan

and the positions and responsibilities of the participants.



6.   DETERMINATION OF AWARDS

      Subject  to  the limitations imposed by Paragraph  4,  each

calendar  year  the  Committee  shall,  after  consultation  with

management, determine the award earned by each participant  under

this Plan for the calendar year based upon the achievement of the

performance  goals established hereunder for the participant  for

the calendar year.



7.   COMMUNICATION

       Participants  shall  be  advised  in  writing   of   their

participation in the Plan and of the performance goals applicable

to their awards.



8.   PAYMENT OF AWARDS

      Awards shall be payable in cash as soon after the close  of

the calendar year as feasible; provided, however, that payment of

part  or all of any award may be deferred in accordance with  the

terms of any incentive deferral plan maintained from time to time

by the Company.

9.   EFFECTIVE DATE OF PLAN

      The  Plan  shall  be effective January 1, 1996,  and  shall

continue  in  effect, as amended from time to time, until  it  is

terminated by the Board.





      Executed  and  adopted as of January 1, 1996,  pursuant  to

action taken by the Board of Directors of Reynolds Metals Company

at its meeting on November 17, 1995.



                              REYNOLDS METALS COMPANY





                              By: F. Robert Newman
                                  Vice President, Human Resources