SECURITIES AND EXCHANGE COMMISSION

                      WASHINGTON, DC 20549

                           __________


                           FORM 8-A/A

                         AMENDMENT NO. 1
                               TO

                            FORM 8-A

             FOR REGISTRATION OF CERTAIN CLASSES OF 
          SECURITIES PURSUANT TO SECTION 12(b) OR 12(g)
             OF THE SECURITIES EXCHANGE ACT OF 1934

                           __________


                     REYNOLDS METALS COMPANY
     (Exact name of registrant as specified in its charter)


           Delaware                          54-0355135
    (State of incorporation               (I.R.S. employer
       or organization)                  identification no.)


           6601 West Broad Street, Richmond, VA 23230
  (Address, including zip code, of principal executive offices)

                           __________


Securities to be registered pursuant to Section 12(b) of the Act:

      Title of each class          Name of each exchange on which
      to be so registered          each class is to be registered

__% PRIDES, Convertible            New York Stock Exchange
Preferred Stock, stated            Chicago Stock Exchange
value $__ per share


Securities to be registered pursuant to Section 12(g) of the Act: 

None



         INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.   Description of Registrant's Securities to be
          Registered.

          The registrant hereby incorporates by reference the
description of the __% PRIDES, Convertible Preferred Stock,
stated value $__ per share, contained under the caption
"DESCRIPTION OF PRIDES" in the Prospectus included as part of
Registration Statement No. 33-51631 on Form S-3 relating to such
securities, originally filed with the Securities and Exchange
Commission on December 21, 1993, as amended to the date hereof
(the "1933 Act Registration Statement").



                            SIGNATURE


          Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.

                                   REYNOLDS METALS COMPANY



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

Date:  January 18, 1994



                          EXHIBIT INDEX


         *1.   Restated Certificate of Incorporation, as amended
to the date hereof. (File No. 1-1430, Form 10-Q Report for the
Quarter Ended June 30, 1992, Exhibit 4(a))

         *2.   Form of Certificate of Designations, Preferences,
Rights and Limitations of the __% PRIDES, Convertible Preferred
Stock.  (The 1933 Act Registration Statement, Exhibit 4.2)

         *3.   By-Laws, as amended to the date hereof.  (File No.
1-1430, Form 10-Q Report for the Quarter Ended March 31, 1992,
Exhibit 4(b))

         *4.   Form of __% PRIDES, Convertible Preferred Stock
certificate.  (The 1933 Act Registration Statement, Exhibit 4.6)

         *5.   Form of Common Stock certificate.  (Registration
Statement No. 33-66032 on Form S-8, dated July 15, 1993, Exhibit
4.2)

         *6.   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)

         *7.   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)

______________
*   Incorporated by reference