EXHIBIT 10.35


                          AMENDMENT TO
                     REYNOLDS METALS COMPANY
               1992 NONQUALIFIED STOCK OPTION PLAN

          Section 4.01 of the Reynolds Metals Company 1992
     Nonqualified Stock Option Plan is amended as follows by
     adding the language that is underscored:

               4.01  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.