EXHIBIT 10.33


                          AMENDMENT TO
                     REYNOLDS METALS COMPANY
               1982 NONQUALIFIED STOCK OPTION PLAN

          Sections 3.1, 4.1, and 7.5 of the Reynolds Metals
     Company 1982 Nonqualified Stock Option Plan are each amended
     as follows by deleting the language in brackets and adding
     the language that is underscored:

               3.1  Administration.  The Plan shall be
          administered by a Committee of at least three persons,
          all of whom shall be members of the Board, appointed
          from time to time by the Board.  The Board shall
          appoint one member of the Committee to act as Chairman. 
          Vacancies shall be filled in the same manner as
          original appointments.  The Committee shall hold
          meetings upon such notice and at such place or places,
          and at such time or times as it may from time to time
          determine.  A majority of the members of the Committee
          at the time in office shall constitute a quorum for the
          transaction of business, and the acts of a majority of
          the members participating in any meeting at which a
          quorum is present shall be the acts of the Committee. 
          The Committee may act without a meeting if a consent in
          writing setting forth the action so taken shall be
          signed by all members of the Committee and filed with
          the minutes of the Committee.  As of the time that the
          Committee exercises its discretion in administering the
          Plan, all of the members of the Committee shall be
          "disinterested persons" as contemplated by Rule 16b-3,
          as in effect at such time, under the Securities
          Exchange Act of 1934, as amended [none of the members
          of the Committee shall be, or within one year prior
          thereto shall have been, eligible for selection as a
          person to whom stock may be allocated or to whom stock
          options or stock appreciation rights may be granted
          pursuant to the Plan or any other plan of the Company
          or any of its Subsidiaries entitling participants
          therein to acquire stock, stock options or stock
          appreciation rights of the Company or any of its
          Subsidiaries].

               4.1  General.  Grants of options shall be made
          without the payment of a purchase price by any Grantee. 
          Each option granted under the Plan shall be evidenced
          by a stock option agreement between the Company and the
          Grantee which shall contain the terms and conditions
          required by this Article IV, and such other terms and
          conditions, not inconsistent herewith, as the Committee
          may deem appropriate in each case.

               7.5  Amendments.  The Board may from time to time
          amend, modify, suspend or terminate the Plan; provided,
          however, that no such action shall (a) impair without
          the Grantee's consent any option or stock appreciation
          right theretofore granted under the Plan or deprive any
          Grantee of any shares of Company Stock which he or she
          may have acquired through or as a result of the Plan or
          (b) be made without Stockholder Approval where such
          change would (i) increase the total number of shares
          that may be issued under the Plan (other than as
          provided in Section 6.2), (ii) decrease the percentage
          relationship which must exist between the option price
          and the Fair Market Value of the Company Stock as
          optioned under Section 4.2, or (iii) alter the class of
          employees who are eligible to be granted options
          pursuant to the provisions of Section 2.2. 
          Notwithstanding the foregoing, the Board may, in any
          circumstance where it deems such approval necessary or
          desirable, require Stockholder Approval as a condition
          to the effectiveness of any amendment or modification
          of the Plan.