SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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, 1994

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

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

Name of Each Exchange
Title of Each Class on Which Registered
___________________ ________________________

Common Stock, no par value New York Stock Exchange
Chicago Stock Exchange

Preferred Stock Purchase Rights New York Stock Exchange
Chicago Stock Exchange
SM
7% PRIDES, Convertible Preferred Stock New York Stock Exchange
Chicago Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]

As of February 21, 1995:

(a) the aggregate market value of the voting stock held by nonaffiliates
of the Registrant was approximately $2.47 billion*.

(b) the Registrant had 62,185,902 shares of Common Stock outstanding and
entitled to vote.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the Annual Meeting of Stockholders to
be held on April 19, 1995 - Part III
_____________________
* For this purpose, "nonaffiliates" are deemed to be persons other than
directors, officers and persons owning beneficially more than five
percent of the voting stock. The amount reported includes the market
value of 7,400,930 shares of 7% PRIDES, Convertible Preferred Stock,
each entitled to 4/5 of a vote.

NOTE

This copy includes only EXHIBITS 11 and 21 of those listed on pages 56 -
61.

In accordance with the Securities and Exchange Commission's requirements,
we will furnish copies of the remaining exhibits listed below upon payment
of a fee of 10 cents per page. Please remit the proper amount with your
request to:

Secretary
Reynolds Metals Company
P.O. Box 27003
Richmond, Virginia 23261-7003

Exhibits have the following number of pages:

EXHIBIT 3.1 77 EXHIBIT 10.13 7
EXHIBIT 3.2 19 EXHIBIT 10.14 7
EXHIBIT 4.1 77 EXHIBIT 10.15 12
EXHIBIT 4.2 19 EXHIBIT 10.16 13
EXHIBIT 4.3 165 EXHIBIT 10.17 1
EXHIBIT 4.4 6 EXHIBIT 10.18 2
EXHIBIT 4.5 74 EXHIBIT 10.19 1
EXHIBIT 4.6 2 EXHIBIT 10.20 1
EXHIBIT 4.7 2 EXHIBIT 10.21 1
EXHIBIT 4.8 2 EXHIBIT 10.22 4
EXHIBIT 4.9 2 EXHIBIT 10.23 3
EXHIBIT 4.10 10 EXHIBIT 10.24 3
EXHIBIT 4.11 14 EXHIBIT 10.25 3
EXHIBIT 4.12 9 EXHIBIT 10.26 3
EXHIBIT 4.13 33 EXHIBIT 10.27 2
EXHIBIT 4.14 23 EXHIBIT 10.28 1
EXHIBIT 4.15 89 EXHIBIT 10.29 10
EXHIBIT 4.16 12 EXHIBIT 10.30 10
EXHIBIT 10.1 21 EXHIBIT 10.31 13
EXHIBIT 10.2 16 EXHIBIT 10.32 6
EXHIBIT 10.3 19 EXHIBIT 10.33 2
EXHIBIT 10.4 6 EXHIBIT 10.34 2
EXHIBIT 10.5 3 EXHIBIT 10.35 1
EXHIBIT 10.6 3 EXHIBIT 10.36 3
EXHIBIT 10.7 3 EXHIBIT 10.37 3
EXHIBIT 10.8 2 EXHIBIT 10.38 2
EXHIBIT 10.9 7 EXHIBIT 23 1
EXHIBIT 10.10 6 EXHIBIT 24 25
EXHIBIT 10.11 10 EXHIBIT 27 1
EXHIBIT 10.12 14

TABLE OF CONTENTS

PART I
ITEM PAGE

1. BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . 1
GENERAL . . . . . . . . . . . . . . . . . . . . . . . . 1
COMPETITION . . . . . . . . . . . . . . . . . . . . . . 5
Principal Competitors. . . . . . . . . . . . . . . . 5
Industry Conditions. . . . . . . . . . . . . . . . . 5
RAW MATERIALS AND PRECIOUS METALS . . . . . . . . . . . 5
Bauxite, Alumina and Related Materials . . . . . . . 5
Australia . . . . . . . . . . . . . . . . . . . . 6
Brazil. . . . . . . . . . . . . . . . . . . . . . 6
Guinea. . . . . . . . . . . . . . . . . . . . . . 6
Guyana. . . . . . . . . . . . . . . . . . . . . . 6
Jamaica . . . . . . . . . . . . . . . . . . . . . 6
Precious Metals. . . . . . . . . . . . . . . . . . . 7
ALUMINUM PRODUCTION . . . . . . . . . . . . . . . . . . 7
FABRICATING OPERATIONS. . . . . . . . . . . . . . . . . 8
ENERGY. . . . . . . . . . . . . . . . . . . . . . . . . 9
ENVIRONMENTAL COMPLIANCE. . . . . . . . . . . . . . . . 10
RESEARCH AND DEVELOPMENT. . . . . . . . . . . . . . . . 11
EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . 11
2. PROPERTIES. . . . . . . . . . . . . . . . . . . . . . . . 14
3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . 16
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . 17
4A. EXECUTIVE OFFICERS OF THE REGISTRANT. . . . . . . . . . . 18

PART II

5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . . 20
6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . 21
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . 22
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . 32
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE. . . . . . . . . . 55

PART III

10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. . . . 55
11. EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . . . 55
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . 55
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . . . 55

PART IV

14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . . . 56

PART I

Item 1. BUSINESS

Reynolds Metals Company (the "Registrant") was incorporated in 1928 under
the laws of the State of Delaware. As used herein, "Reynolds" and
"Company" each means the Registrant and its consolidated subsidiaries
unless otherwise indicated.

GENERAL

Reynolds serves global markets as a supplier and recycler of aluminum and
other products, with its core business being as a vertically integrated
producer of a wide variety of value-added aluminum products. Reynolds
produces alumina, carbon products and primary and reclaimed aluminum,
principally to supply the needs of its fabricating operations. These
fabricating operations produce aluminum foil, sheet, plate, cans and
extruded products (including heat exchanger tubing, drive shafts, bumpers
and window systems), flexible packaging and wheels, among other items.
Reynolds also produces a broad range of plastic products, including film,
bags, containers and lids, for consumer products, foodservice and packaging
uses. The Company markets an extensive line of consumer products under the
Reynolds brand name, including the well-known Reynolds Wrap aluminum foil.
Reynolds' largest market for its products is the packaging and containers
market, which includes consumer products. The Company also is engaged in
the distribution of aluminum and stainless steel and other non-aluminum
industrial products to a variety of markets. Reynolds operates a
one-of-a-kind facility which converts spent potliner from Reynolds' and
other producers' North American aluminum smelting operations into an
environmentally safe material with potential for recycling. Since 1986,
the Company has been a gold producer through operations in Western
Australia; however, it sold a portion of those operations in 1994 and is
considering the sale of its remaining gold operations. See the discussion
below under this Item.

To describe more fully the nature of its operations, Reynolds has separated
its vertically integrated operations into two areas -- (1) Finished
Products and Other Sales and (2) Production and Processing.

Finished Products and Other Sales includes the manufacture and distribution
of various finished aluminum products, such as cans, containers, flexible
packaging products, foodservice and household foils (including Reynolds
Wrap), laminated and printed foil and aluminum building products. Finished
Products and Other Sales also includes the sale of plastic bags and food
wraps (for example, Reynolds Plastic Wrap, Reynolds Crystal Color Plastic
Wrap, Reynolds Oven Bags and Presto disposer bags), plastic lidding and
container products, plastic film packaging, Reynolds Freezer Paper,
Reynolds Baker's Choice baking cups, Reynolds Cut-Rite wax paper and wax
paper sandwich bags, composite and non-aluminum building products, and
printing cylinders and machinery.

Production and Processing includes the refining of bauxite into alumina,
calcination of petroleum coke and production of prebaked carbon anodes, all
of which are vertically integrated with aluminum production and processing
plants. These plants produce and sell primary and reclaimed aluminum and a
wide range of semifinished aluminum mill products, including flat rolled
products, extruded and drawn products, cast products and other aluminum
products. Examples of flat rolled products include aluminum can sheet and
machined plate. Examples of extruded and drawn products include heat
exchanger tubing, drive shafts and bumpers. Examples of cast products
include aluminum wheels. Production and Processing also includes the
treatment of spent potliner and the sale of gold and other non-aluminum
products, technology, and various licensing, engineering and other services
related to the production and processing of aluminum.

In June, 1994, Reynolds acquired Bev-Pak, Inc. and its aluminum beverage
can and end manufacturing facility in Monticello, Indiana. The purchase
increased Reynolds' U.S. aluminum can- and end-making capacity by
approximately 15 and 20 percent, respectively, to approximately 19 billion
cans and 21 billion ends annually.

In July, 1994, Reynolds completed the sale of Reynolds Australia Metals,
Ltd., which held a 40% interest in the Boddington Gold Mine in Western
Australia, to PosGold (BGM) Pty Ltd., a subsidiary of Poseidon Gold
Limited. Proceeds have been used to repay debt and for reinvestment in
Reynolds' value-added businesses.

Reynolds acquired the metals distribution business of Prime Metals, Inc.,
in August, 1994. Reynolds is operating the business, which distributes
aluminum and stainless steel mill products through six facilities located
in Atlanta, Georgia; Dallas, Texas; Cleveland, Ohio; Detroit and Grand
Rapids, Michigan; and Kansas City, Missouri, as part of its Reynolds
Aluminum Supply Company division.

Also in August, 1994, Reynolds acquired The United States Shoe
Corporation's facility in Beloit, Wisconsin. Reynolds is modifying and
equipping the facility for the manufacture of aluminum wheels, with
production expected to begin in the second quarter of 1995.

Information on shipments and net sales by classes of similar products is
shown in Table 1.

TABLE 1

Net Sales and Shipments

Net Sales Shipments
(in millions) (metric tons in thousands)
_______________________________ __________________________
1994 1993 1992 1994 1993 1992
_______________________________ __________________________

Finished products and other sales
Packaging and containers:
Aluminum $1,583.2 $1,262.3 $1,357.2 358.5 267.9 268.3
Non-aluminum 529.5 511.0 522.6
Other aluminum 449.1 359.2 339.9 151.1 123.6 111.1
Other non-aluminum 478.5 395.6 362.5
_______________________________ __________________________

3,040.3 2,528.1 2,582.2 509.6 391.5 379.4
_______________________________ __________________________

2,838.8 2,741.1 3,010.4 1,063.0 1,102.4 1,094.7
_______________________________ __________________________

Net Sales $5,879.1 $5,269.2 $5,592.6 1,572.6 1,493.9 1,474.1

=============================== ==========================

Revenues per pound
__________________

Fabricated aluminum
products $1.48 $1.45 $1.61

Primary aluminum $0.72 $0.56 $0.60

Financial information relating to Reynolds' operations and identifiable
assets by major operating and geographic areas is presented in Note P to
the consolidated financial statements in Item 8 of this report.

Reynolds' products are generally sold to producers and distributors of
industrial and consumer products in various markets. Information on sales
of products by principal geographic and business markets is shown in Tables
2 and 3.

TABLE 2

Principal Geographic Markets

Approximate
Percentage of Sales
_______________________________

1994 1993 1992
____ ____ ____

United States 77% 75% 75%

Canada 6 6 5

Other (Principally Europe) 17 19 20
____ ____ ____

Total 100% 100% 100%

TABLE 3

Principal Business Markets

Approximate
Percentage of Sales
_______________________________

1994 1993 1992
____ ____ ____

Packaging and Containers 45% 45% 45%

Distributors and Fabricators 13 13 15

Building and Construction 13 12 12

Automotive and Transportation 12 11 11

Electrical* 3 3 5

Other 14 16 12

____ ____ ____

Total 100% 100% 100%

_________________
*Reynolds sold its North American electrical cable operations in September,
1992.
COMPETITION

Principal Competitors

Reynolds' principal competitors in the sale in North America of products
derived from primary aluminum are ten other domestic companies, a Canadian
company and other foreign producers. Reynolds and many other companies
produce reclaimed aluminum.

In the sale of semifinished and finished products, Reynolds competes with
(i) other producers of primary and reclaimed aluminum, which are also
engaged in fabrication, (ii) other fabricators of aluminum and other
products, (iii) other producers of plastic products and (iv) metals service
center companies engaged in the distribution of aluminum and other
products. Reynolds' principal competitors in Europe are seven major
multinational producers and a number of smaller European producers of
aluminum semifabricated products. Aluminum and related products compete
with various products, including those made of iron, steel, copper, zinc,
tin, titanium, lead, glass, wood, plastic, magnesium and paper. Plastic
products compete with products made of glass, aluminum, steel, paper, wood
and ceramics, among others. Competition is based upon price, quality and
service.

Industry Conditions

A worldwide oversupply of aluminum, caused by high exports beginning in
1990 from the Commonwealth of Independent States ("CIS") (mostly from
Russia), start-up of substantial new capacity in the industry and economic
weakness, severely depressed the price of aluminum on world commodity
markets. This supply-demand imbalance, with its resultant effect on
prices, dramatically affected the aluminum industry and the Company.
Multilateral government negotiations were commenced in late 1993 to develop
strategies to integrate the CIS aluminum industries into the world market.
A Memorandum of Understanding relating to primary aluminum supply-demand
conditions and international trade in aluminum was agreed to by the
governments of six major aluminum producing countries in March, 1994. If
the negotiations had not been successful, the likely alternatives would
have been unilateral trade sanctions (including, for example, import quotas
and anti-dumping actions). Subsequently, European quotas on Russian
aluminum imports were permitted to expire and no anti-dumping actions were
filed in the United States.

RAW MATERIALS AND PRECIOUS METALS

Bauxite, Alumina and Related Materials

Bauxite, the principal raw material used in the production of aluminum, is
refined into alumina, which is then reduced by an electrolytic process into
primary aluminum.

Reynolds' bauxite requirements and a portion of its alumina requirements
are met from sources outside the United States.

Reynolds has long-term arrangements to obtain bauxite at negotiated prices
from sources in Australia, Brazil and Guinea. Reynolds also has a
long-term arrangement with the U.S. government under which Reynolds has
agreed to purchase at a negotiated price an aggregate of approximately
1,250,000 long dry tons of Jamaican bauxite stored next to Reynolds'
Sherwin alumina plant near Corpus Christi, Texas, for the period 1995
through 1998.

Reynolds refines bauxite into alumina at its Sherwin alumina plant.
Reynolds also acquires alumina from two joint ventures in which it has
interests, one located in Western Australia, known as the Worsley Joint
Venture ("Worsley"), and the other located in Stade, Germany, known as
Aluminium Oxid Stade ("Stade"). See Table 4 under this Item and the
discussion of Worsley under "Australia".

Production and purchases of bauxite and production of alumina are adjusted
from time to time in response to changes in demand for primary aluminum and
other factors. Reynolds has reduced production at its Sherwin plant in
connection with the curtailment of operations at its U.S. primary aluminum
production plants. See "Aluminum Production". At December 31, 1994, the
Sherwin plant was operating at 65% of capacity.

Australia

In December, 1994, Reynolds acquired from The Shell Company of
Australia an additional 6% interest in Worsley, increasing Reynolds'
interest in the joint venture to 56%. Worsley has a rated capacity of
1,700,000 metric tons of alumina per year (expandable to 2,700,000
metric tons per year). Worsley has proven bauxite reserves sufficient
to operate the alumina plant at its rated capacity (taking into
account future expansions to increase rated capacity to up to
2,700,000 metric tons per year) for at least the next 50 years. The
joint venture has no specified termination date.

Reynolds has a long-term purchase arrangement under which it may
purchase from a third party an aggregate of approximately 18,800,000
dry metric tons of Australian bauxite for the period 1995 through
2021. Of this amount, Reynolds has agreed to purchase 1,000,000 dry
metric tons annually through 1996.

Brazil

Reynolds and various other companies are participants in the Trombetas
bauxite mining project in Brazil. Reynolds has a 5% equity interest
in the project and has agreed to purchase an aggregate of
approximately 2,000,000 dry metric tons of Brazilian bauxite from the
project for the period 1995 through 1999.

Reynolds is also maintaining an interest in other, undeveloped bauxite
deposits in Brazil.

Guinea

Reynolds owns a 6% interest in Halco (Mining), Inc. ("Halco"). Halco
owns 51% and the Guinean government owns 49% of Compagnie des Bauxites
de Guinee ("CBG"), which has the exclusive right through 2038 to
develop and mine bauxite in a 10,000 square-mile area in northwestern
Guinea. Reynolds has a bauxite purchase contract with CBG which will
provide Reynolds with an aggregate of approximately 8,800,000 dry
metric tons of Guinean bauxite for the period 1995 through 2011.

Guyana

Reynolds and the Guyanese government each owns a 50% interest in a
bauxite mining project in the Berbice region of Guyana. Reynolds has
a bauxite purchase contract under which it has agreed to purchase
800,000 dry metric tons of Guyanese bauxite from the project in 1995.

Jamaica

Reynolds has a purchase arrangement under which it has agreed to
purchase from a third party up to 1,500,000 dry metric tons of
Jamaican bauxite in 1995.

Reynolds' present sources of bauxite and alumina are more than adequate to
meet the forecasted requirements of its primary aluminum production
operations for the foreseeable future. To utilize excess alumina capacity,
Reynolds enters into third-party sales arrangements. Reynolds also enters
into arrangements to sell bauxite in excess of its needs to third parties.

Other materials used in making aluminum are either purchased from others or
supplied from Reynolds' carbon products plants in Baton Rouge and Lake
Charles, Louisiana.

Precious Metals

The Company's remaining gold mining assets consist principally of mines in
the Marvel Loch and Southern Cross areas and the Mt. Gibson gold project
near Dalwallinu, all in Western Australia, and exploration activities
underway in Western Australia and the Northern Territory. The operations
are managed by Reynolds Australian Gold Operations, Ltd., based in Perth.
These operations produced 217,000 ounces of gold in 1994.

ALUMINUM PRODUCTION

Reynolds owns and operates three primary aluminum production plants in the
United States and one located at Baie Comeau, Quebec, Canada. Reynolds is
also entitled to a share of the primary aluminum produced at three joint
ventures in which it participates, one located in Quebec, Canada, known as
the Becancour joint venture ("Becancour"), one located in Hamburg, Germany,
known as Hamburger Aluminium-Werk GmbH ("Hamburg"), and the third in Ghana,
Africa, known as Volta Aluminium Company Limited ("Ghana"). See Table 5
(and related notes) under this Item for information on these primary
aluminum production plants. Reynolds also buys primary aluminum on the
open market.

Production at the primary aluminum plants listed in Table 5 can vary due to
a number of factors, including changes in worldwide supply and demand. Due
to the worldwide aluminum supply-demand imbalance, Reynolds has idled a
total of 209,000 metric tons, or 21%, of its 998,000 metric tons of primary
aluminum capacity. Reynolds temporarily shut down 88,000 metric tons of
primary aluminum production capacity at its Massena, New York (41,000
metric tons) and Longview, Washington (47,000 metric tons) plants,
effective in the fourth quarter of 1993, and its Troutdale, Oregon plant,
with a capacity of 121,000 metric tons, has been idle since 1991. At
December 31, 1994, the U.S. plants listed in Table 5 were operating
collectively at a rate of 53% of capacity; Ghana (in which Reynolds has a
10% equity interest), where production has been curtailed by drought (see
"Energy") since September, 1994, was operating at 70% of capacity; and all
other plants listed in Table 5 were operating at full capacity. See Table
6 under this Item. In order to balance its alumina supply system, Reynolds
has temporarily reduced production at its Sherwin alumina plant in Texas in
connection with the curtailments. See "Raw Materials and Precious Metals -
Bauxite, Alumina and Related Materials".

Reynolds has an 8% equity interest in C.V.G. Aluminio del Caroni, S.A.,
which produces primary aluminum in Venezuela.

Reynolds has agreed to acquire a 10% equity interest in the Aluminum
Smelter Company of Nigeria (ALSCON), with the Nigerian government and
private interests holding the remaining equity. As part of the
arrangement, Reynolds will purchase at market-related prices 140,000 metric
tons of primary aluminum annually from a 180,000 metric ton smelter being
constructed by ALSCON in Nigeria.

Reynolds produces reclaimed aluminum from aluminum scrap at its facilities
located in Bellwood, Virginia and Sheffield, Alabama, and at a facility in
which it has a 99.5% equity interest located in Isernia, Italy. See Table
6 under this Item. Scrap for the U.S. facilities is obtained through
Reynolds' nationwide recycling network and other scrap purchases and from
Reynolds' manufacturing operations. Scrap for the Italian facility is
obtained through scrap purchases. In 1994, Reynolds obtained approximately
303,600 metric tons of recycled aluminum from its recycling network and
other scrap purchases.

FABRICATING OPERATIONS

Reynolds' semifinished and finished aluminum products and non-aluminum
products are produced at numerous domestic and foreign plants wholly or
partly owned by Reynolds. These plants are included in Table 7 under Item
2 of this report. The annual capacity of these plants depends upon the
variety and type of products manufactured.

In line with its strategic emphasis on growth opportunities in its core
downstream fabricating operations serving the packaging, consumer products,
aluminum can, transportation, building and construction, and infrastructure
markets, Reynolds has over the past three years:

- - continued to upgrade and modernize its extrusion, sheet, plate, foil,
can, plastics and flexible packaging manufacturing facilities,
particularly facilities for production of such value-added products as
household foil, packaging, can sheet and components for the
transportation industry;

- - substantially increased marketing support behind its flagship Reynolds
Wrap brand;

- - increased PVC film capacity by 20% in 1992-1993 to serve the growing
Reynolon shrink film as well as consumer and foodservice film markets;

- - announced in 1994 plans for an expansion at its Grottoes, Virginia
plastics manufacturing plant that will increase capacity by
approximately 20%;

- - introduced new products, including Regard stretch pallet overwrap film
(manufactured by Presto Products Company) and Reynolds Micro-Redi
microwavable containers, both in 1992, and, in 1993, a complete line
of Diamond plastic wraps and bags for selected international markets;

- - acquired in 1994 assets to expand its printing cylinder and engraving
business;

- - acquired in 1993 Miller Brewing Company's aluminum can and end
manufacturing operations, increasing its U.S. can-making capacity by
almost 50%;

- - acquired in 1994 Bev-Pak, Inc. and its aluminum beverage can and end
manufacturing facility in Monticello, Indiana, increasing the
Company's U.S. aluminum can- and end-making capacity by approximately
15 and 20 percent, respectively, to approximately 19 billion cans and
21 billion ends annually;

- - completed an expansion in 1992 of a joint venture facility to produce
aluminum cans in Brazil and began a further expansion of the facility
in 1993;

- - continued in 1994 construction of two joint venture can plants, one in
Brazil and one in Chile;

- - announced in 1994 plans to further expand its overseas can-making
capacity by participating in the construction of joint venture can
plants in Brazil (the third in that country), Argentina and Saudi
Arabia;

- - completed in 1994 a 70% expansion of its Tampa can plant;

- - developed new types of, and applications for, aluminum cans;

- - commercialized in 1993 Spin Flow can necking technology (developed by
Reynolds in conjunction with Ball Corporation) for forming the neck of
aluminum cans at high speeds;

- - increased its investment in manufacturing equipment and facilities for
composite, vinyl and plastic building products;

- - completed in 1992 an expansion at its McCook plant in Illinois,
increasing machined aluminum plate capacity by 50% to serve the
automotive, aircraft and aerospace industries;

- - entered into an agreement with Mitsubishi Materials Corporation,
Mitsubishi Aluminum Co., Ltd. and Mitsubishi Corporation, and an
agreement with Sumitomo Light Metal Industries, Ltd., to pursue joint
research and development work on new technologies and processes in the
production of aluminum extrusion and sheet applications, respectively,
for the worldwide automotive industry, both in 1992;

- - completed an expansion of a jointly-owned aluminum wheel plant in
Ontario, Canada in 1992;

- - purchased in 1994 a facility in Beloit, Wisconsin, which it is
modifying and equipping for the manufacture of aluminum wheels with
production expected to begin in the second quarter of 1995;

- - in 1994 began production of aluminum automotive extruded components at
a new fabricating plant in Auburn, Indiana;

- - acquired in 1994 the metals distribution business of Prime Metals,
Inc., allowing the Company to broaden the geographic processing and
service capabilities of its Reynolds Aluminum Supply Company metals
distribution business;

- - announced in 1994 a major, multi-year capital program to build a new
aluminum foil rolling mill at its Louisville, Kentucky plant which
will increase annual capacity at the plant by about 25%; and

- - announced in January, 1995 that Reynolds and AMAG Austria had reached
agreement for Reynolds to purchase the aluminum extrusion operations
of AMAG's wholly owned subsidiary, Wexal International Ltd., in
Ireland.

ENERGY

Reynolds consumes substantial amounts of energy in refining bauxite into
alumina and in reducing alumina to aluminum.

Alumina is produced by a process requiring high temperatures at various
stages. These temperatures are achieved by burning natural gas or coal at
the alumina plants. Natural gas and coal are purchased under long- and
short-term contracts. See Table 4 under this Item.

Primary aluminum is produced from alumina by an electrolytic process
requiring large amounts of electric power. Electricity required for
Reynolds' primary aluminum production plants is purchased under long-term
contracts. See Table 5 under this Item.

Reynolds expects to meet its energy requirements for primary aluminum
production for the foreseeable future under long-term contracts. Under
these contracts, however, Reynolds may experience shortages of
interruptible power from time to time at its Washington, Oregon, New York
and Ghana reduction plants. Production at Ghana is dependent on
hydroelectric power and has from time to time been curtailed by drought.

The Bonneville Power Administration ("BPA"), which serves the Company's
Troutdale, Oregon and Longview, Washington primary aluminum production
plants, is expected to propose in April, 1995, an increase in the base rate
that it will charge for electricity and to put an increase into effect on
January 1, 1996. The magnitude of that increase, its duration, and the
ultimate impact on the Company cannot be predicted with certainty, due in
large part to ongoing political, regulatory and judicial developments
relating to remedial measures required in the Pacific Northwest to conserve
certain types of salmon listed as endangered species and the effect of such
measures on BPA's hydroelectric operations. The uncertain outlook for
BPA's rates may cause the Company to seek alternate sources of power. The
Company would also have to consider whether paying increased power rates
for its smelter operations in the Northwest would be prudent under
prevailing economic conditions. Further increases in power rates which are
already relatively high by worldwide standards could jeopardize the
long-term competitiveness of the Company's Troutdale and Longview plants.

ENVIRONMENTAL COMPLIANCE

Reynolds has spent and will spend substantial capital and operating amounts
relating to ongoing compliance with environmental laws. The area of
environmental management, including environmental controls, continues to be
in a state of scientific, technological and regulatory evolution.
Consequently, it is not possible for Reynolds to predict accurately the
total expenditures necessary to meet all future environmental requirements.
Reynolds expects, however, to add or modify environmental control
facilities at a number of its worldwide locations to meet existing and
certain anticipated regulatory requirements, including regulations to be
implemented under the Clean Air Act Amendments of 1990 (the "Clean Air
Act").

Based on information currently available, Reynolds estimates that
compliance with the Clean Air Act's hazardous air pollutant standards would
require in excess of $250 million of capital expenditures (including a
portion of the expenditures at Reynolds' Massena plant referred to below)
beginning in the latter half of this decade, primarily at Reynolds' U.S.
primary aluminum production plants. The ultimate effect of the Clean Air
Act on such plants and Reynolds' other operations (and the actual amount of
any such capital expenditures) will depend on how the Clean Air Act is
interpreted and implemented pursuant to regulations that are currently
being developed and on such additional factors as the evolution of
environmental control technologies and the economic viability of such
operations at the time. In October, 1994, based on an agreement in
principle with the State of New York to resolve environmental issues at its
Massena, New York primary aluminum production plant, Reynolds approved a
five-year capital spending program of an estimated $150 million to $200
million to modernize the Massena plant and significantly reduce air
emissions from the plant. Reynolds will accelerate certain expenditures
believed necessary to achieve compliance with the Clean Air Act's Maximum
Achievable Control Technology standards, although the U.S. Environmental
Protection Agency (the "EPA") is not expected to establish such standards
until 1996 or 1997. (See the related discussion in Item 3 of this report.)

Capital expenditures for equipment designed for environmental control
purposes were approximately $63 million in 1992, $55 million in 1993 and
$34 million in 1994. The portion of such amounts expended in the United
States was $57 million in 1992, $47 million in 1993 and $15 million in
1994. Expenditures in 1992, 1993 and 1994 included $32 million, $19
million and $1 million, respectively, for construction of Reynolds'
facility in Arkansas that converts spent potliner from Reynolds' and other
producers' aluminum smelting operations into an environmentally safe
material with potential for recycling. Reynolds estimates that annual
capital expenditures for environmental control facilities will be
approximately $55 million in 1995, $57 million in 1996 and $95 million in
1997, the majority of such expenditures being associated with the capital
spending program referred to above at Reynolds' Massena plant. Future
capital expenditures for environmental control facilities cannot be
predicted with accuracy for the reasons cited above; however, it may be
expected that environmental control standards will become increasingly
stringent and that the expenditures necessary to comply with them could
increase substantially.

Reynolds has been identified as a potentially responsible party ("PRP") and
is involved in remedial investigations and remedial actions under the
Comprehensive Environmental Response, Compensation and Liability Act
("Superfund") and similar state laws regarding the past disposal of wastes
at approximately 40 sites in the United States. Such statutes may impose
joint and several liability for the costs of such remedial investigations
and actions on the entities that arranged for disposal of the wastes, the
waste transporters that selected the disposal sites and the owners and
operators of such sites; responsible parties (or any one of them) may be
required to bear all of such costs regardless of fault, legality of the
original disposal or ownership of the disposal site. In addition, Reynolds
is investigating possible environmental contamination, which may also
require remedial action, at certain of its present and former United States
manufacturing facilities, including contamination by polychlorinated
biphenyls ("PCBs") at its Massena, New York primary aluminum production
plant which requires remediation. On December 16, 1994, the EPA added
Reynolds' Troutdale, Oregon primary aluminum production plant to the
National Priorities List of Superfund sites; the Company is working
cooperatively with the EPA in investigating potential environmental
contamination at the Troutdale site. At most of the 40 sites referred to
above where Reynolds has been identified as a PRP, it is one of many PRPs,
and its share of the anticipated cleanup costs is expected to be small.
With respect to certain other sites (not included in the foregoing number)
where Reynolds has been identified as a PRP, Reynolds has either fully or
substantially settled or resolved actions related to such sites at minimal
cost or believes that it has no responsibility with regard to them.
Reynolds has been notified that it may be a PRP at certain additional
sites.

Reynolds' policy is to accrue remediation costs when it is probable that
remedial efforts will be required and the related costs can be reasonably
estimated. On a quarterly basis, Reynolds evaluates the status of all
sites, develops or revises estimates of costs to satisfy known remediation
requirements and adjusts its accruals accordingly. At December 31, 1994,
the accrual for known remediation requirements was $272 million. This
amount reflects management's best estimate of Reynolds' ultimate liability
for such costs. Potential insurance recoveries are not expected to be
material and therefore have not been considered. As a result of such
factors as the developing nature of administrative standards promulgated
under Superfund and other environmental laws; the unavailability of
information regarding the condition of potential sites; the lack of
standards and information for use in the apportionment of remedial
responsibilities; the numerous choices and costs associated with diverse
technologies that may be used in remedial actions at such sites; the
availability of insurance coverage; the ability to recover indemnification
or contribution from third parties; and the time periods over which
eventual remediation may occur, estimated costs for future environmental
compliance and remediation are necessarily imprecise and it is not possible
to predict the amount or timing of future costs of environmental
remediation which may subsequently be determined. Based on information
currently available, it is management's opinion that such future costs are
not likely to have a material adverse effect on Reynolds' competitive or
financial position or its ongoing results of operations. However, such
costs could be material to future quarterly or annual results of
operations.

See the discussion under "Costs and Expenses - Environmental Matters" in
Item 7, and under Note N to the consolidated financial statements in Item
8, of this report regarding the Company's anticipated costs of
environmental compliance.

RESEARCH AND DEVELOPMENT

Reynolds engages in a continuous program of basic and applied research and
development. This program deals with new and improved materials, products,
processes and related environmental compliance technologies. It includes
the development and expansion of products and markets which benefit from
aluminum's light weight, strength, resistance to corrosion, ease of
fabrication, high heat and electrical conductivity, recyclability and other
properties. Materials involving aluminum, plastics, ceramics and various
polymers and their processing are also included in the scope of Reynolds'
research and development activity. Expenditures for Reynolds-sponsored
research and development activities were approximately $38 million in 1992,
$36 million in 1993 and $38 million in 1994.

Reynolds owns numerous patents relating to its products and processes based
predominantly upon its in-house research and development activities. The
patents owned by Reynolds, or under which it is licensed, generally concern
particular products or manufacturing techniques. Reynolds' business is
not, however, materially dependent on patents.

EMPLOYEES

At December 31, 1994, Reynolds had approximately 29,000 employees.

TABLE 4
Alumina Plants and Energy Supply

Rated
Capacity(a) at Principal
December 31, 1994 Energy Energy Contract
Plant Metric Tons Purchased(b) Expiration Date
______ _________________ ____________ _______________

Corpus Christi, Texas 1,600,000(c) Natural Gas 1995 (d)

Worsley, Australia 952,000(e) Coal 2002

Stade, Germany 375,000(e) Natural Gas 1996

TABLE 5
Primary Aluminum Production Plants and Energy Supply

Rated
Capacity(a) at Principal
December 31, 1994 Energy Energy Contract
Plant Metric Tons Purchased(b) Expiration Date
______ _________________ ____________ _______________

Baie Comeau, Canada 400,000 Electricity 2011 and 2014

Longview, Washington 204,000(f) Electricity 2001

Massena, New York 123,000(f) Electricity 2013(g)

Troutdale, Oregon 121,000(f) Electricity 2001

Becancour, Canada 90,000(h) Electricity 2014

Hamburg, Germany 40,000(h) Electricity 2000

Ghana, Africa 20,000(h) Electricity 1997(i)

TABLE 6
Aluminum Capacity and Production

(Metric Tons)

Primary Aluminum(j) Reclaimed Aluminum(k)
________________________________ ________________________

Rated Rated
Year Capacity(a),(f) Production(f) Capacity(a) Production
____ _______________ _____________ ___________ __________

1992 991,000 880,000 510,000 445,000

1993 991,000 869,000 462,000 386,000

1994 998,000 792,000 491,000 409,000

NOTES TO TABLES 4, 5, and 6.

(a) Ratings are estimates at the end of the period based on designed
capacity and normal operating efficiencies and do not
necessarily represent maximum possible production.

(b) See "Energy".

(c) In order to balance its alumina supply system, Reynolds has
reduced production at its Sherwin alumina plant near Corpus
Christi, Texas in connection with the curtailment of operations
at its U.S. primary aluminum plants. See "Aluminum Production".
At December 31, 1994, the Sherwin plant was operating at 65% of
capacity.

(d) At current production levels, approximately 50% of the plant's
natural gas requirements is purchased under a nine-month
contract and the remainder is purchased under other short-term
contracts. Additional natural gas requirements that might arise
at higher production levels would also be purchased under
short-term contracts. The base term of the nine-month contract
referred to above will conclude in August, 1995, but the
contract will extend from month to month unless terminated by
one of the parties.

(e) Reynolds is entitled to 56% of the production of Worsley and 50%
of the production of Stade. Capacity figures reflect Reynolds'
share.

(f) Reynolds curtailed 70,500 metric tons of production at its
Troutdale primary aluminum plant in the third quarter of 1991
and the remainder of the plant's capacity in the fourth quarter
of 1991. The Troutdale plant remains idle. Reynolds curtailed
an aggregate of 88,000 metric tons of primary aluminum
production capacity at its Massena (41,000 metric tons) and
Longview (47,000 metric tons) plants effective in the fourth
quarter of 1993. See "Aluminum Production".

(g) The power contract terminates in 2013, subject to earlier
termination by the supplier in 2003 if its federal license for a
hydroelectric project is not renewed.

(h) Reynolds is entitled to 25% of the production of Becancour,
33-1/3% of the production of Hamburg, and 10% of the production
of Ghana. Capacity figures reflect Reynolds' share. Production
at Ghana has been curtailed since September, 1994 by drought.
See "Aluminum Production" and "Energy". At December 31, 1994,
Ghana was operating at 70% of capacity.

(i) The power contract provides for a 20-year extension at the
option of the smelter owners.

(j) Production is from Reynolds' primary aluminum production
operations listed in Table 5.

(k) Production through the second quarter of 1993 is from Reynolds'
Bellwood, Virginia; Sheffield, Alabama; and Benton Harbor,
Michigan reclamation facilities. Reynolds sold its Benton
Harbor, Michigan facility in the second quarter of 1993.
Production in 1994 includes the Isernia, Italy reclamation
facility, in which Reynolds has a 99.5% equity interest.

Item 2. PROPERTIES

For information on the location and general nature of Reynolds' principal
domestic and foreign properties, see Item 1, BUSINESS. Table 7 lists as of
February 15, 1995 Reynolds' wholly-owned domestic and foreign operations
and shows the domestic and foreign locations of operations in which
Reynolds has interests. Facilities that are under construction or for
other reasons have not begun production are not listed. The properties
listed are held in fee except as otherwise indicated. Properties held
other than in fee are not, individually or in the aggregate, material to
Reynolds' operations and the arrangements under which such properties are
held are not expected to limit their use. Reynolds believes that its
facilities are suitable and adequate for its operations. With the
exception of the Longview, Massena, Troutdale and Ghana primary aluminum
production plants and the Sherwin alumina plant, as explained above, there
is no significant surplus or idle capacity at any of Reynolds' major
manufacturing facilities.

TABLE 7

Wholly-Owned Domestic and Foreign Operations

Manufacturing, Mining and Distribution

Alumina: Recycling:
Corpus Christi, Texas Recycling Plants and
Malakoff, Texas Centers (U.S.)(662)**

Calcined Coke: Reclamation:
Baton Rouge, Louisiana Sheffield, Alabama (2)
Lake Charles, Louisiana Bellwood, Virginia

Carbon Anodes: Mill Products:
Lake Charles, Louisiana Sheffield, Alabama
McCook, Illinois
Primary Aluminum: Bellwood, Virginia
Massena, New York Cap-de-la-Madeleine,
Troutdale, Oregon Quebec, Canada
Longview, Washington Hamburg, Germany***
Baie Comeau, Quebec, Canada Latina, Italy

Aluminum Cans:
Spent Potliner Treatment: San Francisco, California
Gum Springs, Arkansas Torrance, California
Tampa, Florida
Extruded Products: Moultrie, Georgia
Auburn, Indiana Honolulu, Hawaii
Louisville, Kentucky Monticello, Indiana (cans and ends)
El Campo, Texas Kansas City, Missouri
Ashland, Virginia* Fulton, New York
Bellwood, Virginia Middletown, New York
Richmond Hill, Ontario, Canada Reidsville, North Carolina (cans and ends)
Ste. Therese, Quebec, Canada Salisbury, North Carolina
Nachrodt, Germany* Fort Worth, Texas
Harderwijk, Netherlands Houston, Texas
Lelystad, Netherlands Seattle, Washington
Maracay, Venezuela Milwaukee, Wisconsin
Rocklin, California (ends)
Bristol, Virginia (ends)
Guayama, Puerto Rico

Powder and Paste: Printing Cylinders:
Louisville, Kentucky Longmont, Colorado*
Atlanta, Georgia*
Electrical Rod: Clarksville, Indiana*
Becancour, Quebec, Canada Louisville, Kentucky (2)
Newport, Kentucky*
Foil Feed Stock: Battle Creek, Michigan*
Hot Springs, Arkansas St. Louis, Missouri
Fulton, New York*
Packaging and Consumer Wilmington, North Carolina*
Products: Exton, Pennsylvania*
Beacon Falls, Connecticut Franklin, Tennessee*
Louisville, Kentucky Richmond, Virginia (2)
Mt. Vernon, Kentucky Toronto, Ontario, Canada
Sparks, Nevada*
Downingtown, Pennsylvania Reynolds Aluminum Supply
Lewiston, Utah Company:
Bellwood, Virginia Service Centers (U.S.)(27)**
Grottoes, Virginia Processing Centers (U.S.)(3)**
Richmond, Virginia
South Boston, Virginia Gold:
Appleton, Wisconsin (2) Marvel Loch, Southern Cross
Little Chute, Wisconsin and Mt. Gibson, Western
Weyauwega, Wisconsin Australia, Australia
Rexdale, Ontario, Canada*
Cap-de-la-Madeleine, Research and Development
Quebec, Canada
Latina, Italy Richmond, Virginia:
Can Division Headquarters
Building and Construction Corporate Research
Products: and Development
Eastman, Georgia* Central Laboratories
Bourbon, Indiana Packaging Technology
Ashville, Ohio
Lynchburg, Virginia Corpus Christi, Texas:
Weston, Ontario, Canada Alumina Technology
Merxheim, France*
Nachrodt, Germany Sheffield, Alabama:
Dublin, Ireland* Manufacturing Technology
Harderwijk, Netherlands Laboratory
Lisburn, Northern Ireland*
Service Centers (U.S.)(47)**
Service Centers (Canada) (11)**

Wheels:
Ferrara, Italy

Can Machinery and Systems:
Richmond, Virginia

Other Operations
In Which Reynolds Has Interests

Australia: Guinea:
Bauxite, alumina Bauxite

Belgium: Guyana:
Building products, extrusions Bauxite*

Brazil: Italy:
Bauxite, aluminum cans Reclamation
and ends, recycling
Russia:
Canada: Foil feed stock
Primary aluminum, electric
power generation, aluminum Spain:
wheels Mill products, extrusions, foil,
packaging and consumer products,
Colombia: printing cylinders
Mill products, extrusions,
foil Venezuela:
Primary aluminum, mill products,
Egypt: foil, aluminum cans and ends,
Extrusions recycling, aluminum wheels

Germany:
Alumina, primary aluminum*

Ghana:
Primary aluminum*

____________________________
* Leased.
** Recycling Plants and Centers - 653 leased.
Building and Construction Products Service Centers - 56 leased.
Reynolds Aluminum Supply Company Service Centers - 19 leased.
Reynolds Aluminum Supply Company Processing Centers - 1 leased.
*** Held under an installment purchase arrangement.

The titles to Reynolds' various properties were not examined specifically
for this report.

Item 3. LEGAL PROCEEDINGS

On July 29, 1992, the U.S. Environmental Protection Agency (the "EPA")
filed an administrative complaint against the Registrant alleging paperwork
violations and failure to determine whether certain materials in storage
constituted hazardous wastes under the federal Resource Conservation and
Recovery Act and state hazardous waste regulations at the Registrant's
Longview, Washington primary aluminum production plant. The EPA sought
$296,000 in civil penalties. Based on the Registrant's response to the
complaint, the EPA dropped certain claims and amended others. The parties
agreed to a settlement of the matter under which the Registrant has paid a
penalty of $11,250 and has installed certain parts washing stations at the
Longview plant.

On June 10, 1988, the Atlantic States Legal Foundation ("Atlantic States")
filed suit against the Registrant in the U.S. District Court for the
Western District of New York (the "Court") under the "citizen suit"
provision of the federal Clean Water Act. The State of New York intervened
in the case on December 1, 1989. The suit involved the discharge of
substances from the Registrant's Massena, New York primary aluminum
production plant. An agreement of the parties to settle the suit for
payments by the Registrant aggregating $515,000, resolving claims for
penalties and other costs, was approved by the Court on May 12, 1992;
however, the Court retained jurisdiction of the matter. In a letter dated
April 12, 1993, Atlantic States informed the Registrant that it has
withdrawn its waiver of enforcement, citing violations at the Massena plant
of interim effluent limits contained in the settlement agreement and other
effluent limit violations. Atlantic States has stated that it would be
providing the Registrant a settlement offer concerning such violations,
which the Registrant to date has not received.

On November 9, 1993, counsel for the St. Regis Mohawk Tribe served the
Registrant with a notice of intent to file a citizen suit for alleged
violations of the federal Clean Air Act and certain New York state air
emission standards at the Registrant's Massena, New York primary aluminum
production plant. Subsequently, the State of New York alleged that the
Registrant's emissions were causing a violation of certain state air
emission standards. In October, 1994, based on an agreement in principle
with the State to resolve environmental issues at the plant, the Registrant
approved a five-year capital spending program of an estimated $150 million
to $200 million to modernize the Massena plant and significantly reduce air
emissions from the plant. The Registrant will accelerate certain
expenditures believed necessary to achieve compliance with the MACT
standards, although the EPA is not expected to establish such standards
until 1996 or 1997. See the discussion of Clean Air Act compliance costs
in Item 1 under the caption "Environmental Compliance".

On August 29, 1994, the Registrant received a civil investigative demand
from the U.S. Department of Justice relating to production of primary
aluminum. The Registrant is cooperating with the inquiry and is confident
that its conduct has been in compliance with U.S. antitrust laws.

Various other suits and claims are pending against Reynolds. In the
opinion of Reynolds' management, after consultation with counsel,
disposition of these suits and claims and the actions referred to in the
preceding paragraphs, either individually or in the aggregate, will not
have a material adverse effect on Reynolds' competitive or financial
position or its ongoing results of operations. No assurance can be given,
however, that the disposition of one or more of such suits, claims or
actions in a particular reporting period will not be material in relation
to the reported results for such period.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Registrant's security holders
during the fourth quarter of 1994.

Item 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Registrant are as follows:

Name Age* Positions Held During Past Five Years

Richard G. Holder 63 Chairman of the Board and Chief Executive
Officer since May 1992. President and
Chief Operating Officer 1988-1992.
Director since 1984.

Yale M. Brandt 64 Vice Chairman since May 1992. Executive
Vice President, Fabricated Industrial
Products 1990-1992. Director since 1988.

Randolph N. Reynolds 53 Vice Chairman since January 1994.
Executive Vice President, International
1990-1994. President, Reynolds
International, Inc. ("RII"), a subsidiary
of the Company, since November 1980, and
Chief Executive Officer of RII since
November 1981. Director since 1984.

Jeremiah J. Sheehan 56 President and Chief Operating Officer
since January 1994. Executive Vice
President, Fabricated Products 1993-1994.
Executive Vice President, Consumer and
Packaging Products 1990-1993. Director
since January 1994.

Henry S. Savedge, Jr. 61 Executive Vice President and Chief
Financial Officer since May 1992. Vice
President, Finance 1990-1992. Director
since 1992.

Donald T. Cowles 47 Executive Vice President, Human Resources
and External Affairs since February 1993.
Vice President, General Counsel and
Secretary 1989-1993.

J. Wilt Wagner 53 Executive Vice President, Raw Materials,
Metals and Industrial Products since March
1993. Executive Vice President,
Fabricated Industrial Products 1992-1993.
Vice President, Mill Products Division
1990-1992.

James R. Aitken 60 Vice President since April 1994.
Executive Vice President, RII since March
1993. Vice President Europe of RII and
President, Reynolds (Europe) Ltd., a
subsidiary of RII, 1987-1993.

Thomas P. Christino 55 Vice President, Flexible Packaging
Division since November 1993. Flexible
Packaging Division General Manager
1992-1993. Flexible Packaging Products
National Sales and Marketing Manager 1987-
1992.

Eugene M. Desvernine 53 Vice President since April 1994.
Executive Vice President, RII since March
1993. Vice President Latin America of RII
1982-1993.

Allen M. Earehart 52 Vice President, Controller since April
1994. Controller 1993-1994. Director,
Corporate Accounting 1982-1993.

E. Jack Gates 53 Vice President, Raw Materials and Precious
Metals Division since April 1993. Raw
Materials and Precious Metals Division
General Manager 1993. Reduction Division
General Manager 1990-1993.

Rodney E. Hanneman 58 Vice President, Quality Assurance and
Technology Operations since March 1985.

Douglas M. Jerrold 44 Vice President, Tax Affairs since April
1990.

D. Michael Jones 41 Vice President, General Counsel and
Secretary since February 1993. Associate
General Counsel and Assistant Secretary
1990-1993.

John B. Kelzer 58 Vice President, Extrusion Division since
April 1993. Extrusion Division General
Manager 1990-1993.

William E. Leahey, Jr. 45 Vice President, Can Division since April
1993. Can Division General Manager
1992-1993. Can Division Sales and
Marketing Director 1990-1992.

John M. Lowrie 54 Vice President, Consumer Products Division
since October 1988.

John M. Noonan 61 Vice President, Construction Products and
Properties Divisions since January 1984.

Paul Ratki 55 Vice President, Metals Division since
April 1994. Reduction and Reclamation
Division General Manager 1993-1994.
Reduction and Reclamation Division
Operations Manager 1991-1993. Executive
Vice President, Canadian Reynolds Metals
Company, Limited, a subsidiary of the
Company, since April 1987.

William G. Reynolds, Jr. 55 Vice President, Government Relations and
Public Affairs since 1980.

Julian H. Taylor 51 Vice President, Treasurer since April
1988.

C. Stephen Thomas 55 Vice President, Mill Products Division
since May 1992. Vice President, Can
Division 1990-1992. Vice President,
Operations, Can Division July-December
1990. Vice President, Extrusion Division
1987-1990.

Nicholas D. Triano 63 Vice President, Materials Management since
April 1989.

_______________
* As of February 17, 1995

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

The Registrant's Common Stock is listed on the New York Stock Exchange and
the Chicago Stock Exchange. At February 21, 1995, there were 10,306
holders of record of the Registrant's Common Stock.

The high and low sales prices for shares of the Registrant's Common Stock
as reported on the New York Stock Exchange Composite Transactions Tape and
the dividends declared per share during the periods indicated are set forth
below:

High Low Dividends

1994

First Quarter $54-5/8 $44-7/8 $.25
Second Quarter 50-5/8 40-3/8 .25
Third Quarter 58 47-1/4 .25
Fourth Quarter 59-3/8 44-3/4 .25

1993

First Quarter $58-7/8 $48-5/8 $.45
Second Quarter 49 42 .25
Third Quarter 52-3/4 41-5/8 .25
Fourth Quarter 48-7/8 41-1/8 .25

On February 17, 1995, the Board of Directors declared a dividend of $0.25
per share of Common Stock, payable April 3, 1995 to stockholders of record
on March 3, 1995.

Item 6. SELECTED FINANCIAL DATA

Consolidated Income Statements (In millions, except per share amounts)

1994 1993 1992 1991 1990
_____________________________________________________

Net sales $5,879.1 $5,269.2 $5,592.6 $5,730.1 $6,022.4
Equity, interest and other income 45.9 25.0 27.7 54.4 53.3
Gains on sales of assets 88.2 - 36.1 - -
_____________________________________________________

6,013.2 5,294.2 5,656.4 5,784.5 6,075.7
_____________________________________________________

Cost of products sold 5,278.5 4,930.3 5,031.8 5,010.3 5,023.6
Operational restructuring and asset
revaluation costs - 348.2 106.4 - -
Selling, administrative and general
expenses 389.0 371.6 382.8 393.0 384.1
Interest expense 155.6 159.2 166.8 160.9 96.1
Provision for estimated
environmental costs - - 164.0 - 150.0
_____________________________________________________

5,823.1 5,809.3 5,851.8 5,564.2 5,653.8
Income (loss) before income taxes
and cumulative effects of
accounting changes 190.1 (515.1) (195.4) 220.3 421.9
Taxes on income (credit) 68.4 (193.0) (86.2) 66.2 125.3
_____________________________________________________

Income (loss) before cumulative
effects of accounting changes 121.7 (322.1) (109.2) 154.1 296.6
Cumulative effects of accounting
changes (1) - - (639.6) - -
_____________________________________________________

Net income (loss) $121.7 $(322.1) $(748.8) $154.1 $296.6
=====================================================

Amounts per common share
Primary earnings (losses) $1.42 $(5.38) $(12.56) $2.60 $5.01
=====================================================

Cash dividends declared $1.00 $1.20 $1.80 $1.80 $1.80
=====================================================

Other items:
Total assets $7,461.3 $6,708.6 $6,897.0 $6,685.3 $6,527.1
=====================================================

Long-term debt $1,848.4 $1,989.6 $1,797.7 $1,854.3 $1,741.5
=====================================================

<FN>
(1) See Item 8. Financial Statements and Supplementary Data - Notes J and K.
/TABLE

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following information should be read in conjunction with the
consolidated financial statements, related notes and other sections of this
report.

RESULTS OF OPERATIONS

Increased shipments, higher prices, and a shift in product mix to higher
valued-added products contributed to Reynolds return to profitability in
1994.

(In millions, except per share amounts) 1994 1993 1992
____ ____ ____

Net income (loss) before special items $65.2 $(94.6) $44.6
Special items 56.5 (227.5) (793.4)
Net income (loss) 121.7 (322.1) (748.8)
Preferred stock dividends 34.1 - -
Net income (loss) available to common stockholders 87.6 (322.1) (748.8)

Earnings (loss) per share before special items $1.06 $(1.58) $ 0.75
Special items .92 (3.80) (13.31)
Preferred dividends (.56) - -
Earnings (loss) per share - net 1.42 (5.38) (12.56)

Special items recorded in these periods were:

1994 - gains of $41 million, or 66 cents per share, from the sale of
Reynolds Australia Metals, Ltd. (which held a 40% interest in the
Boddington Gold Mine), and $16 million, or 26 cents per share, from the
sale of timberland in the Pacific Northwest.

1993 - charges of $228 million, or $3.80 per share, principally to cover
the costs associated with temporarily curtailing primary aluminum
production and restructuring certain aluminum sheet, plate and extrusion
operations.

1992 - special items of $793 million, or $13.31 per share, principally
charges relating to the adoption of new accounting standards.

For additional information on results and special items, see Notes J, K, N,
and O to the consolidated financial statements and the quarterly results of
operations following the consolidated financial statements.

Shipments and Net Sales

___________________________________________________________________________

Aluminum (metric tons in thousands and dollars in millions, except per
pound amounts)
___________________________________________________________________________

1994 1993 1992
_____________________________

Product shipments (metric tons) 1,573 1,494 1,474

Net sales $4,493 $3,943 $4,331

Per pound:
Fabricated $1.48 $1.45 $1.61
Primary $0.72 $0.56 $0.60

___________________________________________________________________________

Shipments increased for the ninth consecutive year and helped revenues
rebound in 1994 after a four-year decline. The increase in 1994 shipments
reflects the continuing recovery in major global economies, particularly in
the United States and Europe, as well as the net effect of strategic
acquisitions and recent restructuring activities.

Higher shipments were realized for most value-added fabricated aluminum
products in 1994 and 1993, particularly for beverage cans and ends in 1994
as a result of the Company's acquisition of can manufacturing facilities in
late 1993 and mid-1994. The increase in can shipments also represents a
rebound in the beverage industry, which had been hampered in the previous
two years by weather-related factors that lessened demand for beer and soft
drinks, and is particularly noteworthy in light of the continuing
advancements that are being made to produce thinner gauges of can body and
end stock, which reduces overall tonnage volume. Shipments of other
aluminum sheet products were lower in 1994 due to the restructuring of the
Company's Illinois sheet and plate facility.

Aluminum product prices benefited in 1994 from an improvement in demand, as
well as a shift in mix toward higher value-added products. Fabricated
aluminum prices stabilized in 1994, with the exception of can and can
sheet prices, due to higher demand for the Company's value-added fabricated
products. The decline in net sales in 1993 was attributable almost
entirely to a decline in prices for aluminum products.

Higher sales were realized for most non-aluminum products in 1994,
particularly stainless steel, building products and packaging.

___________________________________________________________________________

Non-aluminum products (in millions) 1994 1993 1992
_________________________

Net sales $1,386 $1,326 $1,262
___________________________________________________________________________

Gold sales were lower in 1994 due to the divestiture of an Australian gold
mining operation. The increase in net sales of non-aluminum products in
1993 was due to higher gold production and higher sales of stainless steel
and building products, which were partially offset by lower packaging
sales.

The increase in equity, interest and other income in 1994 was due
principally to improved and expanded South American can operations and
higher interest income due to an increase in the amount of funds invested.

Costs and Expenses

Cost of products sold increased in 1994 due principally to higher raw
material costs, higher shipments and a shift in product mix to higher
value-added aluminum products. Costs were unfavorably impacted in 1994 and
favorably impacted in 1993 by energy and outside purchases of aluminum
scrap and other aluminum products that are related to the price of primary
aluminum. In 1994 and 1993, the Company experienced lower costs for
certain raw materials used in primary aluminum production.

Costs were also adversely affected in 1994 and 1993 by lower capacity
utilization at primary aluminum and alumina production facilities resulting
from curtailments made in response to the oversupply of aluminum on world
markets. The Company temporarily curtailed U.S. primary aluminum
production by 88,000 metric tons in 1993 and 121,000 metric tons in 1991.
These curtailments total 21% of its 998,000 metric ton worldwide capacity.
To balance the Company's alumina system, production at the Texas alumina
refinery has been reduced. In 1994, the Company benefited from higher
capacity utilization at its aluminum fabrication operations.

Partially offsetting the increases in costs are performance improvements
that have been made across all operations and include reducing costs,
improving processes and exiting uneconomic operations. These performance
improvements are expected to continue providing benefits in the future.

Restructuring actions for which charges were taken in 1993 and 1992 reduced
1994 operating costs. Most significant was the restructuring of the
Company's sheet and plate facility in Illinois, where the production of
various common alloy aluminum sheet products was discontinued by mid-1994.
The plant has been streamlined to manufacture sheet and plate products for
the automotive, aircraft and aerospace markets. Extrusion operations also
were restructured in 1993 to increase competitiveness and focus on markets
with the greatest growth potential. As a result, production of irrigation
tubing was discontinued at a California facility and a Kentucky operation
was converted to manufacture products for the automotive industry. (See
Note O to the consolidated financial statements.)

The increase in selling, administrative and general expenses in 1994 was
due principally to the higher level of business activity and related
promotional and selling expenses and higher employment costs. The decline
in these expenses in 1993 was due to benefits resulting from an early
retirement program and other cost reductions.

Interest expense declined in 1994 due to lower amounts of debt outstanding
and in 1993 due to lower rates. The Company uses interest rate swap
agreements to manage its exposure to interest rate fluctuations after
considering market conditions and levels of variable-rate and fixed-rate
debt outstanding. These arrangements caused interest expense to be
slightly lower in 1994 and 1993, and slightly higher in 1992. The intent
is to provide for lower interest expense during economic downturns, with
the potential for higher interest cost during periods of economic growth.
(See Note H to the consolidated financial statements.)

Annual capital expenditures for equipment designed for environmental
control purposes, excluding the cost of a new spent potliner treatment
facility in Arkansas, averaged approximately $33 million over the last
three years. Ongoing environmental operating costs for the same period
averaged approximately $70 million per year. The Company estimates that
operating expenditures for 1995 through 1997 will remain at approximately
these same levels; annual capital expenditures for environmental control
facilities are estimated at approximately $55 million in 1995, $57 million
in 1996 and $95 million in 1997, the majority of such expenditures being
associated with the capital spending program referred to below at the
Company's New York primary aluminum production plant.

The Company's spending on environmental compliance will be influenced by
future environmental regulations, including those to be issued under the
Clean Air Act Amendments of 1990. In 1994, plans were announced for a $150
million to $200 million, five-year capital spending program at the
Company's primary aluminum production plant in New York. The project
includes new air emissions controls and a phased modernization of the
plant's production lines. The Company will accelerate certain expenditures
believed necessary to achieve compliance with the Clean Air Act's Maximum
Achievable Control Technology standards, although the U.S. Environmental
Protection Agency (the "EPA") is not expected to establish such standards
until 1996 or 1997. Based on current information, it is estimated that
compliance with the Clean Air Act's hazardous air pollutant standards will
require at least $250 million of capital expenditures (including a portion
of the expenditures at the New York plant referred to above) beginning in
the latter half of this decade, principally at the Company's U.S. primary
aluminum plants.

Reynolds is involved in remedial investigations and actions at various
locations, including EPA Superfund sites where the Company and, in most
cases, others have been designated as potentially responsible parties.

The Company accrues remediation costs when it establishes the probability
that such efforts will be required and the costs can be estimated. In 1992
and 1990, the Company recorded pretax environmental charges of $164 million
and $150 million, respectively. The Company evaluates the status of all
significant existing or potential environmental issues quarterly, develops
or revises cost estimates to satisfy known remediation requirements, and
adjusts the accrual accordingly. At December 31, 1994, the accrual was
$272 million ($298 million at December 31, 1993) and reflects management's
best estimate of the Company's ultimate liability for known remediation
costs.

In estimating anticipated costs, the Company considers the extent of its
involvement at each site, joint and several liability provisions under
applicable law, and the likelihood of obtaining contributions from other
potentially responsible parties. Potential insurance recoveries are not
expected to be material and therefore have not been considered. Based on
information currently available, remediation expenditures relating to costs
currently accrued are expected to be made over the next 15 to 20 years with
the majority spent by the year 2000. Cash flows from operations are
expected to provide most of the funds for capital, operating and
remediation expenditures.

Estimating future environmental compliance and remediation costs is
imprecise due to the continuing evolution of environmental laws and
regulatory requirements, the availability and application of technology,
the identification of currently unknown remediation sites, and the
allocation of costs among potentially responsible parties. Future costs
are not expected to have a material adverse effect on the Company's
competitive or financial position or ongoing operating results. However,
future costs of environmental remediation requirements that may
subsequently be determined could be material to future quarterly or annual
results of operations.

Taxes on Income

The Company pays U.S. federal and state taxes and foreign taxes based on
the laws of the various jurisdictions in which it operates. The effective
tax rates reflected in the income statement differ from the U.S. federal
statutory rate principally because of state and foreign taxes and the
effects of percentage depletion allowances. In 1993, the effect of changes
in rates in the U.S. and Quebec, Canada, generally offset one another in
terms of the impact on the Company's results. A reconciliation of the
effective rates is included in Note K to the consolidated financial
statements.

At December 31, 1994, the Company had recorded $976 million of deferred tax
assets, which relate primarily to its U.S. and Canadian tax positions. The
significant portions of these assets relate to accrued costs for employee
health care, restructuring and other special charges. A major portion of
these assets will be realized in the future through the reversal of
temporary differences, principally depreciation. To the extent that these
assets are not covered by reversals of depreciation, the remainder is
expected to be realized through U.S. and Canadian income earned in future
periods. The Company has worldwide operations in many tax jurisdictions,
which generate deferred tax assets and/or liabilities. Deferred tax assets
and liabilities have been netted by jurisdiction and this results in both a
deferred tax asset and a deferred tax liability on the balance sheet.

The Company has a strong history of sustainable earnings despite losses in
1993 and 1992, which included a number of significant special charges.
However, even without considering projections of income, certain tax
planning strategies, such as changing the method of valuing inventories
from LIFO to FIFO and/or entering into sale-leaseback transactions, would
generate sufficient taxable income to realize the portion of the asset
related to U.S. operations. Also, the majority of the U.S. tax
carryforward benefits, which are included as part of the deferred tax
asset, can be carried forward indefinitely. Tax planning strategies
related to the Company's Canadian operations could be used, if necessary,
to realize the Canadian deferred tax assets. Such strategies include the
flexibility provided in the Canadian tax laws for tax depreciation claimed
and the ability to generate income on advance sales of products to the U.S.
parent.

Based on its evaluation of these matters, the Company is confident that its
deferred tax assets will be realized and is not aware of any events or
uncertainties that could significantly affect its conclusions regarding
realization. The Company reassesses the realization of deferred tax assets
quarterly and, if necessary, adjusts its valuation allowance accordingly.
(See Note K to the consolidated financial statements.)

Cumulative Effects of Accounting Changes

In 1992, the Company adopted FAS No. 106, requiring accrual accounting for
postretirement benefits other than pensions, and FAS No. 109, which
requires use of the liability method of determining deferred income taxes.
Charges of $610 million (FAS No. 106) and $30 million (FAS No. 109) were
recognized in 1992 for the cumulative effects of these accounting changes.
The adoption of FAS No. 109 enabled the Company to fully recognize the
deferred tax benefits associated with the adoption of FAS No. 106.
Additional information is included in the discussions of postretirement
benefits and deferred taxes. (See Notes J and K to the consolidated
financial statements.)
OPERATING AREA ANALYSIS

Net Sales Shipments
(in millions) (metric tons in thousands)
_________________________________________________________________
1994 1993 1992 1994 1993 1992
_________________________________________________________________

Production and processing
Primary aluminum 440.4 379.9 364.4 277.2 309.4 275.2
Flat rolled 1,003.1 1,063.3 1,187.4 417.8 452.4 455.6
Extruded and drawn 626.6 526.1 683.4 211.3 182.9 189.2
Other aluminum 390.8 352.1 398.4 156.7 157.7 174.7
Other non-aluminum 261.6 289.0 278.6
Gold 116.3 130.7 98.2
_________________________________________________________________
2,838.8 2,741.1 3,010.4 1,063.0 1,102.4 1,094.7
_________________________________________________________________
Net Sales $5,879.1 $5,269.2 $5,592.6 1,572.6 1,493.9 1,474.1
=================================================================

Additional financial information relative to Reynolds operations and
identifiable assets by geographic and operating areas is presented in Note
P to the consolidated financial statements.

FINISHED PRODUCTS AND OTHER SALES: Shipments increased 30% in 1994 after a
3% increase in 1993. The 1994 increase was due primarily to higher
shipments of cans and ends and some improvements in shipments to the
distributor and building and construction markets. Shipments in 1993
increased due to higher shipments of consumer products, building and
construction products, and distributor sheet and extrusions. The increase
in net sales and operating profit in 1994 was due to the higher shipping
volume. Higher sales of non-aluminum products in 1994, principally to the
distributor and building and construction markets, were offset by lower
realized aluminum prices, principally for cans and ends. The decline in
net sales in 1993 was due to lower aluminum prices. Operating profit
declined in 1993 primarily because of lower aluminum prices, which were
partially offset by lower aluminum raw material costs.

PRODUCTION AND PROCESSING: After remaining relatively stable in 1993,
aluminum shipments dipped slightly in 1994. Declines in shipments of can
sheet and primary aluminum in 1994 were mostly offset by higher shipments
of other sheet products and extrusions by foreign subsidiaries. In 1993, a
decline in shipments of can sheet was offset by an increase in shipments of
other sheet products. Shipments of can sheet to external customers were
lower in 1994 due to greater internal consumption by the Company's growing
can manufacturing operations, and in 1993 due to lessened demand in the
beverage industry. Net sales and operating profit in 1994 increased due to
higher prices for primary and recycled aluminum, partially offset by lower
volume and non-aluminum product sales. In 1993, net sales and operating
profit declined primarily due to lower aluminum prices. This effect on
operating profit was partially offset by lower raw material costs. Gold
production was approximately 300,000 ounces in 1994, 360,000 ounces in 1993
and 271,000 ounces in 1992.

GEOGRAPHIC: Increases in 1994 revenues and operating profits in the
domestic, Canadian and European operating areas were principally due to a
shift in mix toward higher value-added products and higher prices for
primary and recycled aluminum. In addition, 1994 domestic operations
benefited from higher shipments, primarily of cans and ends. Declines in
1993 revenues and operating profits in the domestic, Canadian and European
operating areas were due primarily to lower aluminum prices.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

Greater amounts of working capital were needed in 1994 to support a higher
level of business activity. Working capital also increased as a result of
short-term investments of a portion of the proceeds from the Company's
preferred stock issued in early 1994. Working capital totaled $898 million
at the end of 1994 compared to $409 million at the end of 1993. The ratio
of current assets to current liabilities was 1.6/1 at the end of 1994
compared to 1.3/1 at the end of 1993. The Company continues its emphasis
on capital resource management.

Operating Activities

Cash provided from operations in 1994, 1993 and 1992 amounted to $493
million, $259 million and $301 million, respectively. These funds were
used for investing activities during this period and financing activities
in 1993 and 1992. Cash on hand was used in 1993 to supplement the funds
generated from operations.

Investing Activities

Substantial investments have been made to provide the Company with low-cost
operations in most of its raw materials, industrial and finished products
businesses. With this foundation in place, the Company is now focusing its
capital investing on strategic areas for expansion and on further quality
and efficiency enhancements. Capital investments over the past three years
include amounts for acquisitions, construction of new facilities, capacity
expansions and equipment upgrades. Acquisitions in 1994 and 1993 included
a metals distribution business, additional alumina capacity and can
manufacturing facilities that increased the Company's U.S. can-making
capacity by 70%. In addition to the acquisitions, the Company has expanded
capacity and modernized production at other can manufacturing facilities
and is a joint venture participant in the construction of can manufacturing
facilities in Argentina, Brazil, Chile and Saudi Arabia. In connection
with the Company's strategy to expand its can manufacturing capability, a
capacity expansion and quality improvement program is continuing at a can
sheet operation in Alabama. To better serve the growing transportation
market, equipment was upgraded at an Illinois sheet and plate facility and
construction was completed in 1994 of a facility in Indiana to produce
bumpers and other automotive components. In addition, aluminum wheel
production was expanded and a purchased facility in Wisconsin is being
modified and equipped to produce aluminum wheels beginning in 1995.
Constructed facilities also include an electrical rod plant in Canada, an
aluminum recycling plant in Italy and a plant in Arkansas that processes
spent potliner into an environmentally acceptable material with potential
for recycling. Capacity expansions, equipment upgrades and/or improvement
programs have been completed at a number of other facilities.

Capital investments in 1995 are expected to total approximately $575
million. Major projects include the modernization and expansion of can
manufacturing facilities (including participation in construction of the
overseas can plants referred to previously); continuing improvements at the
can sheet facility in Alabama; modification and equipping of the wheel
facility in Wisconsin; modernization of the Company's primary aluminum
production plant in New York; expansion of foil rolling capacity at a plant
in Kentucky; capacity expansion at a plastic film plant in Virginia;
equipment upgrades at a number of other facilities; and strategic
investments. These capital investments will be funded primarily with cash
generated from operations, proceeds from the sale of non-core assets and a
portion of the remaining proceeds from the Company's preferred stock issue
completed in early 1994.

The Company continues its strategy of selling non-core assets and
redeploying the proceeds into value-added businesses. In 1994, the Company
sold a can manufacturing facility in Austria, a subsidiary that held a 40%
investment in an Australian gold mine and timberland in the Pacific
Northwest. An aluminum reclamation plant in Michigan was sold in 1993 and
the Company sold its North American wire and cable operations and its
investment in Eskimo Pie Corporation in 1992. The proceeds from these
divestitures have been used to either repay debt or to invest in
value-added businesses targeted for future growth. A portion of the
proceeds has been invested pending its future use for capital expenditures,
strategic investments and general corporate purposes.

Financing Activities

The Company believes its available financial resources (including cash and
investments of over $400 million), together with internally generated
funds, are sufficient to meet its business needs at the present time and
for the foreseeable future. The Company continues to exceed the financial
ratio requirements contained in its financing arrangements and expects to
do so for the foreseeable future. Following is a summary of significant
financing activities over the past three years:

1992:

- -- Issued $97 million of medium-term notes at an average rate of 8.3%
that mature in 1999 to 2007
- -- Issued $43 million of variable rate tax-exempt bonds that mature in
2022
- -- Increased net short-term borrowings by approximately $200 million made
primarily under a $285 million short-term credit facility ($230
million was outstanding at December 31, 1992, at a variable rate of
4.1%), of which $173 million was reclassified to long-term

Proceeds from these activities were used for voluntary prepayments of
higher-cost debt, scheduled debt payments and other financing activities.
Proceeds from the tax-exempt bonds were used to fund a portion of the costs
to construct the spent potliner treatment plant in Arkansas.

1993:

- -- Issued $78 million of medium-term notes at an average rate of 7.5%
that mature in 2004 to 2013
- -- Issued $285 million of 6-5/8% amortizing notes due between 1998 and
2002
- -- Borrowed $150 million under a bank credit agreement that requires a
single repayment in 1998 and bears interest at a variable rate

Proceeds from these activities were used for voluntary prepayment of $143
million of a term loan agreement, refinancing approximately $200 million of
short-term obligations, scheduled payments on long-term obligations of
approximately $100 million and for general corporate purposes.

1994:

- -- Issued 11 million shares of 7% PRIDES, convertible preferred stock for
$47.25 (stated value) per share, which generated $505 million of net
proceeds
- -- Replaced $490 million of revolving credit facilities with a new $500
million credit facility that expires in 1999
- -- Voluntarily prepaid the remaining balance ($72 million) of a term loan
agreement and repaid the balance ($50 million) of commercial paper
outstanding

Proceeds from the PRIDES issue were used for capital investments in 1994
and to repay obligations incurred in the fourth quarter of 1993 in
connection with the acquisition of Miller Brewing Company's can
manufacturing operations. The remainder of the proceeds is being invested
pending its future use for capital expenditures, strategic investments and
general corporate purposes.

In 1993, the Company filed a registration statement relating to the
contribution, through December 31, 1995, of up to 3 million shares of
common stock to its pension plans. The Company contributed to its pension
plans 600,000 shares (valued at approximately $28 million) in 1993, and 1.5
million shares (valued at approximately $77 million) in 1994.

At December 31, 1994, $222 million of the Company's $1.65 billion shelf
registration remained available for the issuance of debt securities.

STRATEGY AND OUTLOOK

The Company believes the long-term fundamentals for the aluminum industry
are sound, and that prospects are excellent for continued growth of global
aluminum demand over the next several years. Economic recoveries in Europe
and Japan, plus rapid growth in the developing world, are expected to
propel Western World aluminum consumption up almost 5% in 1995. Worldwide
industry shipments to the transportation market are expected to rise
significantly due to a combination of factors that includes continuing
incremental gains in aluminum-pounds-per-car and strong truck and trailer
activity. The rate of growth in the domestic aluminum can market is
expected to decline slightly, but this should be largely offset by the
aluminum can's continued expansion into international markets. Some
weakness may occur in the construction market as an anticipated decline in
housing starts is only partially offset by rising remodeling and
nonresidential construction.

Reynolds strategy is to continue improving its competitive position as a
vertically integrated producer of value-added aluminum products, with
emphasis on growth opportunities in its core downstream fabricating
operations serving the packaging, consumer products, can, transportation,
building and construction, and infrastructure markets. To improve its
competitiveness, Reynolds has undertaken continuing intensive cost
reduction and performance improvement programs that include work force
reductions, permanent closures of higher cost facilities, disposal of
uneconomic and non-core assets, and operational and organizational
restructuring. The Company's restructuring efforts and performance
improvements of the past few years, along with improving economic
conditions which are expected to create a strong demand for aluminum,
should contribute significantly to Reynolds operating results.

Primary aluminum is an internationally traded commodity. The price of
primary aluminum is subject to worldwide market forces of supply and
demand. Prices can be volatile and fluctuations influence the Company's
financial results. The world market is still recovering from a serious
supply-demand imbalance that began in the early 1990's, and there may be
periods of marked short-term price volatility. The Company's strategy of
being a vertically integrated producer of value-added aluminum products
reduces its exposure to these fluctuations, but does not eliminate the
risk. The Company manages its exposure to these fluctuations, after giving
consideration to market conditions, sale and purchase transactions, overall
business strategies and other factors that affect the Company's risk
profile, with contractual arrangements including fixed price sales
contracts, fixed price supply contracts, and forward and futures contracts.
Through these activities the Company balances its risk profile consistent
with management's operational strategies.

In addition to the price risk referred to above, Reynolds is exposed to
general financial, political, economic and business risks in connection
with its worldwide operations. The Company continues to evaluate and
manage its operations in a manner to mitigate the effects from exposure to
such risks.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS (In millions, except per share amounts)
====================================================================================================

Years ended December 31 1994 1993 1992
____________________________________________________________________________________________________

REVENUES
Net sales (Note A) $5,879.1 $5,269.2 $5,592.6
Equity, interest and other income 45.9 25.0 27.7
Gains on sales of assets (Note B) 88.2 - 36.1
______________________________

6,013.2 5,294.2 5,656.4
______________________________

COSTS AND EXPENSES
Cost of products sold 5,278.5 4,930.3 5,031.8
Operational restructuring and asset revaluation costs (Note O) - 348.2 106.4
Selling, administrative and general expenses 389.0 371.6 382.8
Interest - principally on long-term obligations (Note H) 155.6 159.2 166.8
Provision for estimated environmental costs (Note N) - - 164.0
______________________________

5,823.1 5,809.3 5,851.8
______________________________

EARNINGS
Income (loss) before income taxes and cumulative
effects of accounting changes 190.1 (515.1) (195.4)
Taxes on income (credit) (Note K) 68.4 (193.0) (86.2)
______________________________

Income (loss) before cumulative effects of
accounting changes 121.7 (322.1) (109.2)
Cumulative effects of accounting changes (Notes J and K) - - (639.6)
______________________________

NET INCOME (LOSS) 121.7 (322.1) (748.8)
Preferred stock dividends (Note I) 34.1 - -
______________________________

NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS 87.6 (322.1) (748.8)
RETAINED EARNINGS
Balance at beginning of year 953.8 1,347.8 2,203.9
Cash dividends on common stock (Note I) 61.9 71.9 107.3
______________________________

Retained earnings at end of year $979.5 $953.8 $1,347.8
==============================

EARNINGS PER COMMON SHARE (Note A)
Average shares outstanding 61.8 59.9 59.6
Income (loss) before cumulative effects of
accounting changes $1.42 $(5.38) $(1.83)
Cumulative effects of accounting changes - - (10.73)
______________________________
Net income (loss) $1.42 $(5.38) $(12.56)
==============================

CASH DIVIDENDS PER COMMON SHARE $1.00 $1.20 $1.80
==============================
<FN>
See Notes to Consolidated Financial Statements.

CONSOLIDATED BALANCE SHEET (In millions)
====================================================================================================

December 31 1994 1993
____________________________________________________________________________________________________

ASSETS
Current assets
Cash and cash equivalents $308.3 $19.2
Short-term investments (Note C) 125.4 -
Receivables
Customers, less allowances of $19.4 (1993 - $16.7) 851.4 670.4
Other 110.8 123.8
______________________________

Total receivables 962.2 794.2
Inventories (Note D) 873.1 731.8
Prepaid expenses 53.1 44.8
______________________________

Total current assets 2,322.1 1,590.0
Unincorporated joint ventures and associated
companies (Note E) 856.1 832.5
Property, plant and equipment - net (Note F) 3,108.4 3,081.2
Deferred taxes (Note K) 425.5 408.2
Other assets 749.2 796.7
______________________________

Total assets $7,461.3 $6,708.6

==============================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities (Note G)
Accounts payable, accrued and other liabilities $1,286.2 $979.9
Indebtedness 138.3 201.0
______________________________

Total current liabilities 1,424.5 1,180.9
Long-term debt (Note H) 1,848.4 1,989.6
Postretirement benefits (Note J) 1,144.6 1,260.9
Environmental (Note N) 235.5 258.9
Deferred taxes (Note K) 183.2 156.8
Other liabilities 353.4 238.6
Stockholders' equity
Preferred stock (Note I) 505.1 -
Common stock (Note I) 869.7 784.2
Retained earnings 979.5 953.8
Cumulative currency translation adjustments (Note I) (42.9) (49.9)
Pension liability adjustment (Note J) (39.7) (65.2)
______________________________

Total stockholders' equity 2,271.7 1,622.9
Contingent liabilities and commitments (Notes M and N)
______________________________

Total liabilities and stockholders' equity $7,461.3 $6,708.6
==============================

<FN>
See Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENT OF CASH FLOWS (In millions)
====================================================================================================

Years ended December 31 1994 1993 1992
____________________________________________________________________________________________________

OPERATING ACTIVITIES
Net income (loss) $121.7 $(322.1) $(748.8)
Adjustments to reconcile to net cash provided by
operating activities:
Depreciation and amortization (Note F) 294.8 287.0 284.0
Gains on sales of assets (Note B) (88.2) - (36.1)
Deferred taxes (Note K) 6.9 (160.6) (119.1)
Estimated operational restructuring, asset
revaluation and environmental costs (Notes N and O) - 344.3 268.2
Cumulative effects of accounting changes (Notes J and K) - - 639.6
Other 42.3 105.9 100.5
Changes in operating assets and liabilities net
of effects from acquisitions and dispositions:
Accounts payable, accrued and other liabilities 272.1 50.1 (2.5)
Receivables (172.9) (55.3) 31.9
Inventories (105.9) 70.0 (34.6)
Other 122.2 (60.6) (81.9)
______________________________

Net cash provided by operating activities 493.0 258.7 301.2
INVESTING ACTIVITIES
Capital investments (404.3) (400.5) (325.4)
Proceeds from sales of assets 162.5 35.5 95.6
Purchases of debt securities (Note C) (138.7) - -
Other (57.1) 59.9 (21.8)
______________________________

Net cash used in investing activities (437.6) (305.1) (251.6)
FINANCING ACTIVITIES
Proceeds from preferred stock issue (Note I) 505.1 - -
Proceeds from long-term obligations - 544.8 316.3
Reduction of long-term debt and other financing
liabilities (162.9) (467.8) (276.8)
Net increase (decrease) in short-term borrowings (37.2) (19.9) 31.6
Cash dividends paid (71.3) (71.9) (107.3)
______________________________

Net cash provided by (used in) financing activities 233.7 (14.8) (36.2)
CASH AND CASH EQUIVALENTS
Net increase (decrease) 289.1 (61.2) 13.4
At beginning of year 19.2 80.4 67.0
______________________________
At end of year $308.3 $19.2 $80.4
==============================
<FN>
See Notes to Consolidated Financial Statements.
/TABLE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except share amounts. Certain amounts have been reclassified
to conform to the 1994 presentation.)
___________________________________________________________________________

NOTE A - ACCOUNTING POLICIES

Certain of the Company's accounting policies are shown in boldface type and
discussed below. Accounting policies which relate to a specific disclosure
are italicized and shown with such disclosure.

Principles of Consolidation
THE ACCOUNTS OF THE COMPANY AND ITS MAJORITY-OWNED SUBSIDIARIES ARE
INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS AFTER ELIMINATION OF
INTERCOMPANY TRANSACTIONS AND PROFITS AND LOSSES.

Revenue Recognition
REVENUES ARE RECOGNIZED AT THE TIME PRODUCTS ARE SHIPPED AND TITLE AND RISK
OF OWNERSHIP PASS TO THE CUSTOMER.

Earnings Per Share
EARNINGS PER SHARE IS BASED ON THE AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING AND, IN 1994, IS AFTER PREFERRED STOCK DIVIDEND REQUIREMENTS.
COMMON STOCK EQUIVALENTS RELATING TO PREFERRED STOCK ARE NOT INCLUDED SINCE
THEIR EFFECT WOULD BE ANTI-DILUTIVE.

Postemployment Benefits
THE EXPECTED COST OF POSTEMPLOYMENT BENEFITS IS ACCRUED WHEN IT BECOMES
PROBABLE THAT SUCH BENEFITS WILL BE PAID.

Statement of Cash Flows
FOR PURPOSES OF THE STATEMENT OF CASH FLOWS, ALL HIGHLY LIQUID SHORT-TERM
INVESTMENTS PURCHASED WITH AN ORIGINAL MATURITY OF THREE MONTHS OR LESS ARE
CONSIDERED TO BE CASH EQUIVALENTS.

Hedging
FORWARD, FUTURES AND OPTION CONTRACTS AND SWAP AGREEMENTS ARE USED TO
MANAGE A PORTION OF THE COMPANY'S EXPOSURES IN THE ALUMINUM, GOLD, NATURAL
GAS, FOREIGN CURRENCY AND DEBT MARKETS. THE EFFECTS OF THESE CONTRACTS ARE
RECOGNIZED OR ACCRUED AS A COMPONENT OF THE HEDGED TRANSACTIONS.

NOTE B - GAINS ON SALES OF ASSETS

In 1994, the Company completed the sale of Reynolds Australia Metals, Ltd.,
which held a 40% interest in the Boddington Gold Mine, to a subsidiary of
Poseidon Gold Limited, and recognized a gain of $62.6 million. Also in
1994, the Company recorded a gain of $25.6 million on the sale of
timberland in the Pacific Northwest. In 1992, the Company realized a gain
of $36.1 million from the sale of its 84% interest in Eskimo Pie
Corporation.

NOTE C - SHORT-TERM INVESTMENTS

MANAGEMENT DETERMINES THE APPROPRIATE CLASSIFICATION OF ITS INVESTMENT IN
CORPORATE DEBT SECURITIES AT THE TIME OF PURCHASE AND REEVALUATES SUCH
DESIGNATION AS OF EACH BALANCE SHEET DATE. THESE SECURITIES ARE CLASSIFIED
AS HELD-TO-MATURITY WHEN THE COMPANY HAS THE POSITIVE INTENT AND ABILITY TO
HOLD THE SECURITIES TO MATURITY. HELD-TO-MATURITY SECURITIES ARE STATED AT
AMORTIZED COST, ADJUSTED FOR AMORTIZATION OF PREMIUMS AND ACCRETIONS OF
DISCOUNTS TO MATURITY. THE FAIR VALUE OF THESE SECURITIES IS BASED ON
QUOTED MARKET PRICES.

At December 31, 1994, the Company had $125.4 million (amortized cost) of
held-to-maturity securities that mature in 1995. The fair value of these
securities at December 31, 1994, was approximately the same as book value.

NOTE D - INVENTORIES

INVENTORIES ARE STATED AT THE LOWER OF COST OR MARKET.

Cost of inventories of $309.3 million in 1994 and $270.5 million in 1993 is
determined by the last-in, first-out (LIFO) method. Remaining inventories
of $563.8 million in 1994 and $461.3 million in 1993 are determined by the
average or first-in, first-out (FIFO) methods.

If the FIFO method were applied to LIFO inventories, the amount for
inventories would increase by $453.5 million at December 31, 1994, and
$417.4 million at December 31, 1993. Since certain inventories may be sold
at various stages of processing, no practical distinction can be made
between finished products, in-process products and other materials.
Inventories are therefore presented as a single classification.

NOTE E - UNINCORPORATED JOINT VENTURES AND ASSOCIATED COMPANIES

UNINCORPORATED JOINT VENTURES ARE PRODUCTION FACILITIES WHICH HAVE NO
MARKETING OR SALES ACTIVITIES AND ARE ACCOUNTED FOR ON AN INVESTMENT COST
BASIS ADJUSTED FOR THE COMPANY'S SHARE OF THE NON-CASH PRODUCTION CHARGES
OF THE OPERATION. INVESTMENTS IN ASSOCIATED (20% TO 50% OWNED) COMPANIES
ARE CARRIED AT COST, ADJUSTED FOR THE COMPANY'S EQUITY IN THEIR
UNDISTRIBUTED NET INCOME.

The Company has an interest in an unincorporated joint venture which
produces alumina. The Company also had an interest in an unincorporated
joint venture, which produced gold, that was sold in 1994 (see Note B). At
December 31, the investment in these activities consisted of the following:

1994 1993
_________________
Unincorporated joint ventures
Current assets $14.6 $18.1
Current liabilities (12.7) (13.5)
Property, plant and equipment and other assets 557.1 578.0
_________________
Net investment $559.0 $582.6
=================

NOTE E - UNINCORPORATED JOINT VENTURES AND ASSOCIATED COMPANIES - continued

The Company also has interests in foreign-based associated companies which
produce bauxite, alumina, primary aluminum, hydroelectric power and
aluminum cans. The investment in these companies was $297.1 million and
$249.9 million at December 31, 1994 and 1993, respectively, which includes
advances of $27.0 million and $12.9 million. The Company recorded equity
income (pretax) of $23.5 million, $8.6 million and $8.1 million during
1994, 1993 and 1992, respectively. Summarized financial information
related to these entities is as follows:

Years ended December 31
___________________________
1994 1993 1992
___________________________

Net sales $642.6 $609.4 $601.6
Cost of products sold 552.0 517.9 513.5
Net income 37.4 24.3 31.3

December 31
___________________

1994 1993
___________________

Current assets $479.7 $404.9
Noncurrent assets 787.5 772.0
Current liabilities (289.4) (251.8)
Noncurrent liabilities (502.9) (520.3)
Stockholders' equity 474.9 404.8

NOTE F - PROPERTY, PLANT AND EQUIPMENT - AT COST

DEPRECIATION OF PLANT AND EQUIPMENT IS RECORDED ON THE STRAIGHT-LINE METHOD
OVER THEIR ESTIMATED USEFUL LIVES. IMPROVEMENTS TO LEASED PROPERTIES ARE
AMORTIZED GENERALLY ON THE BASIS OF THE SHORTER OF THE TERMS OF THE
RESPECTIVE LEASES OR THE ESTIMATED USEFUL LIVES OF THE RELATED FACILITIES.

Components of property, plant and equipment are as follows at December 31:

1994 1993
____________________________

Land, land improvements and
mineral properties $306.2 $302.8
Buildings and leasehold improvements 1,029.5 993.0
Machinery and equipment 4,797.3 4,587.0
Construction in progress 175.2 210.3
____________________________
6,308.2 6,093.1
Less: Allowances for depreciation and amortization 3,199.8 3,011.9
____________________________
Net property, plant and equipment $3,108.4 $3,081.2
============================

NOTE G - CURRENT LIABILITIES
1994 1993
____________________
Trade payables $657.7 $386.7
Accrued compensation and related amounts 263.0 218.7
Payables to associated companies 84.4 71.8
Other liabilities 281.1 302.7
____________________
Accounts payable, accrued and other liabilities 1,286.2 979.9
Notes payable to banks 120.5 158.4
Long-term obligations 17.8 42.6
____________________
Indebtedness 138.3 201.0
____________________
Total current liabilities $1,424.5 $1,180.9
====================

The weighted-average interest rate for notes payable to banks was 7.6% and
7.1% at December 31, 1994 and 1993, respectively.

NOTE H - FINANCING ARRANGEMENTS

Long-term debt outstanding at December 31:

1994 1993
____________________
Public debt securities:
Medium-term notes $976.5 $976.5
6-5/8% amortizing notes 283.8 283.6
9% debentures due 2003 100.0 100.0
9-3/8% debentures due 1999 99.9 99.9
Industrial and environmental control
revenue bonds 220.0 227.7
Commercial paper - 50.0
Other issues:
Bank credit agreement 150.0 150.0
Mortgages and other notes payable 36.0 52.7
Term loan agreement - 91.8
____________________
1,866.2 2,032.2
Amounts due within one year 17.8 42.6
____________________
Long-term debt $1,848.4 $1,989.6
====================

Maturities of long-term debt are $57.9 million in 1996, $41.9 million in
1997, $290.9 million in 1998, $196.3 million in 1999 and $1,261.4 million
from 2000 to 2022. Interest paid amounted to $152.2 million, $159.0
million and $169.6 million during 1994, 1993 and 1992, respectively, net of
interest capitalized of $5.1 million, $8.0 million and $13.6 million.

NOTE H - FINANCIAL ARRANGEMENTS - continued

The Company has on file a shelf registration to issue up to $1.65 billion
of debt securities. The medium-term notes, 9% debentures and 9-3/8%
debentures were issued under the shelf registration. The medium-term notes
bear interest at an average rate of 9% and have maturities ranging from
1995 to 2013. At December 31, 1994, $222 million of debt securities
remained unissued under the shelf registration.

The 6-5/8% amortizing notes were issued at a discount (99.48%) and have an
effective interest rate of 6.7%. The notes require annual principal
repayments of $57 million each year between 1998 and 2002.

Industrial and environmental control revenue bonds consist principally of
variable rate debt averaging approximately 4% at December 31, 1994. These
bonds require principal repayment periodically or in a lump sum through
2022. $215 million of these bonds are supported by bank letters of credit.

The bank credit agreement bears interest at a variable rate (6.5% at
December 31, 1994) and requires a single repayment in 1998.

Mortgages and other notes payable consist of fixed-rate debt at an average
rate of 7.2% and require principal repayment through 2009.

The Company has a $500 million revolving credit facility that expires in
1999. No amounts were outstanding under the facility at December 31, 1994.
A commitment fee of .20% per year is paid on the unused portion of the
facility.

The Company uses interest rate swap agreements to manage a portion of its
exposure to interest rate fluctuations after considering outstanding levels
of variable-rate and fixed-rate debt. At December 31, 1994, the Company
had $742 million of interest rate swap agreements (1993 - $742 million)
which effectively convert a portion of its debt from fixed-rate to
variable-rate. Under these agreements payments are received based on a
fixed rate (5.0%) and made based on a variable rate (6.4% at December 31,
1994). These agreements expire in 1996 ($517 million), 1997 ($125 million)
and 1998 ($100 million). The Company also had $175 million of interest
rate swap agreements (1993 - $230 million) which effectively convert a
portion of its debt from variable-rate to fixed-rate. Under these
agreements payments are received based on a variable rate (6.4% at December
31, 1994) and made based on a fixed rate (6.0%). These agreements expire
in 1998. The variable rates in the Company's interest rate swap agreements
are based on the London Interbank Offer Rate. The effects of these
transactions are recognized in interest expense.

Certain of the Company's financing arrangements contain restrictions which,
among other things, require maintenance of specified financial ratios.
These restrictions do not inhibit operations or the use of fixed assets.
At December 31, 1994, all such requirements were exceeded.

NOTE I - STOCKHOLDERS' EQUITY

Preferred stock
The Company has 21,000,000 shares of preferred stock authorized of which
2,000,000 shares have been designated Series A Junior Participating
Preferred Stock and 11,000,000 have been designated 7% PRIDES, Convertible
Preferred Stock.

The Company has 11,000,000 shares of 7% PRIDES outstanding, which were
issued early in 1994 for $47.25 (stated value) per share. The PRIDES
mature on December 31, 1997, at which time they mandatorily convert into
shares of the Company's common stock on a one for one basis. Dividends are
cumulative from the date of issuance and are payable quarterly in arrears.
Holders may convert each share of PRIDES into .82 of a share of common
stock (to be adjusted under certain circumstances) at any time prior to
December 31, 1997. The Company has the option of redeeming the PRIDES at
any time on or after December 31, 1996, for common stock having a fair
market value equal to the issue price plus accrued dividends plus a small
premium. The redemption price will in no event be less than .82 of a
share of common stock per share of PRIDES. The holders of shares of PRIDES
have the right to vote with the holders of common stock in the election of
Directors and upon each other matter coming before any meeting of the
holders of common stock on the basis of 4/5 of a vote for each share of
PRIDES. Dividends declared in 1994 were $3.10 per share.

Common stock

Shares Amount
_________________________

Authorized, without par value 200,000,000
Outstanding:
At beginning of 1992 59,606,960 $742.0
Shares issued under employee benefit plans:
1992 153,259 8.2
1993 728,644 34.0
1994 1,679,792 85.5
_________________________
At end of 1994 62,168,655 $869.7
=========================

The Company filed a registration statement in late 1993 relating to the
contribution, through December 31, 1995, of up to 3.0 million shares of
common stock to one or more of its pension plans. Contributions were made
totaling 600,000 shares (valued at $28 million) in 1993 and 1.5 million
shares (valued at $77 million) in 1994.

NOTE I - STOCKHOLDERS' EQUITY - continued

Cash dividends declared
1994 1993 1992
_________________________
7% PRIDES $34.1 - -
Common stock 61.9 $71.9 $107.3
_________________________
$96.0 $71.9 $107.3
=========================

Stock option plan
The Company has a non-qualified stock option plan under which stock options
may be granted to key employees at a price equal to the fair market value
at the date of grant. Transactions involving the plan are summarized as
follows:

1994 1993 1992
____________________________________
Outstanding January 1 3,755,806 3,138,856 2,609,856
Granted 727,950 673,100 620,700
Cancelled (24,650) (33,250) (26,550)
Exercised (55,052) (22,900) (65,150)
____________________________________
Outstanding at December 31 4,404,054 3,755,806 3,138,856
====================================
Exercisable at December 31 3,681,204 3,084,356 2,531,056
====================================
Options available for grant 1,312,700 2,016,000 2,655,850
====================================

Weighted-average prices:
Granted $45.38 $45.50 $57.25
Exercised 31.00 35.25 36.50
Outstanding at December 31 50.75 51.50 52.75
Exercisable at December 31 51.75 52.75 51.50

NOTE I - STOCKHOLDERS' EQUITY - continued

Shareholder rights plan
Each share of the Company's common stock has one right attached. The
rights trade with the common stock and are exercisable only if a person or
group buys 20% or more of the Company's common stock, or announces a tender
offer for 30% or more of the outstanding common stock. When exercisable,
each right will entitle a holder to buy one-hundredth of one share of the
Company's Series A Junior Participating Preferred Stock at an exercise
price of $125.

If at any time after the rights become exercisable, the Company is acquired
in a merger or other business combination or if 50% of its assets or
earning power is sold or transferred, each right would enable its holder to
buy common stock of the acquiring company at a 50% discount. In addition,
if a person or group acquires 30% or more of the common stock or if certain
other events occur, each right would enable its holder to buy common stock
of the Company at a 50% discount. The rights, which do not have voting
privileges, expire in 1997, but may be redeemed by action of the Board of
Directors before then, under certain circumstances, for $0.05 per right.
Until the rights become exercisable, they have no dilutive effect on
earnings per share.

Although these rights should not interfere with a business combination
approved by the Board of Directors, they will cause substantial dilution to
a person or group that attempts to acquire the Company without conditioning
the offer on redemption of the rights or acquiring a substantial number of
the rights.

Cumulative currency translation adjustments

1994 1993 1992
_______________________________
At beginning of year $(49.9) $(1.7) $14.2
Currency translation adjustments 7.0 (49.1) (15.0)
Income taxes - .9 (.9)
_______________________________
At end of year $(42.9) $(49.9) $(1.7)
===============================

NOTE J - POSTRETIREMENT BENEFITS

Pensions
The Company has several noncontributory defined benefit pension plans
covering substantially all employees. Plans covering salaried employees
provide pension benefits that are based on a formula which considers length
of service and earnings during years of service. Plans covering hourly
employees generally provide a specific amount of benefits for each year of
service.

Net pension costs were as follows:

1994 1993 1992
___________________________
Service cost $32.0 $26.8 $27.1
Interest cost 126.4 116.8 107.7
Actual return on plan assets 2.8 (162.8) (43.5)
Net amortization and deferrals (91.9) 83.9 (27.1)
Other 12.3 9.8 12.8
___________________________
Total $81.6 $74.5 $77.0
===========================

Assumptions used in accounting for the principal pension plans are as
follows:

1994 1993 1992
__________________________
Weighted-average discount rate 8.75% 7.5% 8.5%
Approximate weighted-average rate
of increase in compensation levels
(salaried plan only) 4.5% 4.5% 4.5%
Expected long-term rate of return
on assets 9.25% 9.25% 9.25%

NOTE J - POSTRETIREMENT BENEFITS - continued

The following table sets forth information on the principal pension plans
at December 31:

1994 1993
___________________
Actuarial present value of pension benefit obligation:
Vested $1,285.8 $1,375.7
Nonvested 160.2 168.2
___________________
Accumulated $1,446.0 $1,543.9
===================
Projected $1,539.6 $1,660.7
Plan assets at fair value 1,346.4 1,329.2
___________________
Plan assets less than pension benefit obligation 193.2 331.5

Items not yet recognized:
Unrecognized net loss (181.4) (253.7)
Unamortized plan change benefits (95.7) (104.5)
Recognition of minimum liability 103.5 153.0
___________________
Net pension liability $19.6 $126.3
===================

Reflected in the Company's balance sheet is the additional minimum
liability relative to its underfunded plans in the amount of $103.5 million
in 1994 ($153.0 million in 1993). A corresponding amount is recognized as
an intangible asset, to the extent it does not exceed unamortized plan
change benefits, while the excess, net of tax, has been charged to
stockholders' equity.

From 1995 to 1998, the Company plans to make contributions totaling
approximately $200 million to its pension plans. The timing of the
contributions will depend upon conditions in the securities markets and the
overall business environment. Cash for the fundings is expected to be
generated from operations. If there are no significant plan changes and/or
deviations in actuarial assumptions, this funding level will provide for a
fully funded accumulated benefit obligation by 1998. The Company
contributed $122 million (including 1.5 million shares of common stock
valued at $77 million) in 1994 and $150 million (including 600,000 shares
of common stock valued at $28 million) in 1993.

At December 31, 1994, approximately 58% of the plans' assets were invested
in corporate equity securities (including 1.9 million shares of common
stock of the Company), 26% in corporate bonds, 11% in government debt
securities and cash equivalents and 5% in real estate. The market value of
the common stock of the Company held by the plans at December 31, 1994 was
$91 million. Dividends paid on these shares in 1994 were $1.7 million.

NOTE J - POSTRETIREMENT BENEFITS - continued

Other postretirement benefits
IN 1992, THE COMPANY ELECTED EARLY ADOPTION OF FAS NO. 106 - EMPLOYERS'
ACCOUNTING FOR POSTRETIREMENT BENEFITS OTHER THAN PENSIONS. FAS NO. 106
GENERALLY REQUIRES THE ACCRUAL OF THE EXPECTED COST OF POSTRETIREMENT
BENEFITS (HEALTH CARE AND LIFE INSURANCE) BY THE DATE EMPLOYEES ATTAIN FULL
ELIGIBILITY FOR BENEFITS TO BE RECEIVED. PREVIOUSLY, THE EXPENSE FOR THESE
BENEFITS WAS RECOGNIZED WHEN COSTS WERE INCURRED OR CLAIMS WERE RECEIVED.

A charge of $610 million ($975 million before tax) was recognized in 1992
for the cumulative effects of this accounting change.

The Company provides health care and life insurance benefits to most
domestic retired employees. Substantially all of the Company's domestic
employees may become eligible for these benefits if they reach retirement
age while working for the Company. In late 1992 and in 1993 the Company
changed the plans to provide for additional cost-sharing features with
future retirees. These include the elimination of certain reimbursements
and requiring retiree contributions based upon age and service criteria and
at specified cost levels. These changes reduced the cost of providing
these benefits by approximately $39 million in 1993. The Company's policy
is to fund the cost of these benefits when actual expenses are incurred.

The Company's accumulated postretirement benefit obligation is comprised of
the following at December 31:

1994 1993
___________________
Retirees $716.6 $748.0
Active employees fully eligible 54.8 57.2
Active employees not fully eligible 140.0 176.4
Unamortized plan change benefits 188.7 207.4
Unrecognized net loss (20.5) (115.9)
___________________
Total $1,079.6 $1,073.1
===================

Net periodic postretirement benefit cost was:

1994 1993 1992
____________________________
Service cost $8.0 $9.4 $16.6
Interest cost 73.5 73.7 84.7
Net amortization (16.0) (14.5) -
____________________________
Total $65.5 $68.6 $101.3
============================

The annual assumed rate of increase in the per capita cost of covered
benefits (i.e., health care cost trend rate) is 10% for 1995 (11% in 1994
and 12.5% in 1993) and is assumed to decrease gradually to 6% for 2002 and
remain at that level thereafter. The health care cost trend rate
assumption has a significant effect on the amounts reported. For example,
each one percentage point change in the assumed health care cost trend rate
would change the accumulated postretirement benefit obligation as of
December 31, 1994, by approximately $57 million and the aggregate of the
service and interest cost components of net periodic postretirement benefit
cost for 1994 by approximately $5 million.

NOTE J - POSTRETIREMENT BENEFITS - continued

The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 8.75% at December 31, 1994, and 7.5%
at December 31, 1993.

NOTE K - TAXES ON INCOME

IN 1992 THE COMPANY CHANGED ITS METHOD OF ACCOUNTING FOR INCOME TAXES FROM
THE DEFERRED METHOD TO THE LIABILITY METHOD AS REQUIRED BY FAS NO. 109 -
ACCOUNTING FOR INCOME TAXES. AS PERMITTED UNDER THE NEW RULES, PRIOR YEARS'
FINANCIAL STATEMENTS HAVE NOT BEEN RESTATED.

A charge of $30 million was recognized in 1992 for the cumulative effects
of this accounting change. Adoption of FAS No. 109 enabled full
recognition of the deferred tax benefits associated with the adoption of
FAS No. 106.

At December 31, 1994, the Company had various U.S., Canadian and German
income tax carryforward benefits of $98 million that expire primarily
between 1998 and 2009 and $121 million that can be carried forward
indefinitely. The Company has deferred tax assets primarily relating to
certain foreign entities of approximately $49 million against which a full
valuation reserve has been recorded. The Company is continuing to evaluate
alternatives which may result in the ultimate realization of a portion of
these assets.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. At
December 31, 1994, the Company had $976 million (1993 - $925 million) of
deferred tax assets and $717 million (1993 - $656 million) of deferred
tax liabilities which have been netted with respect to tax jurisdictions
for presentation purposes. The significant components of these amounts
as shown on the balance sheet are as follows:

1994 1993
__________________________________________
Asset Liability Asset Liability
__________________________________________

Retiree health benefits $413.7 - $412.3 -
Tax carryforward benefits 206.9 $(60.6) 182.2 $(52.1)
Environmental, restructuring and other costs 141.7 (2.7) 168.8 (2.9)
Other 69.5 16.9 27.8 13.9
Tax over book depreciation (341.1) 229.7 (321.1) 198.0
Valuation reserve relating to tax carryforward benefits (48.5) - (44.0) -
__________________________________________
Total deferred tax assets and liabilities 442.2 183.3 426.0 156.9
Amount included as current in balance sheet 16.7 .1 17.8 .1
__________________________________________
Noncurrent deferred tax assets and liabilities $425.5 $183.2 $408.2 $156.8
==========================================
/TABLE

NOTE K - TAXES ON INCOME - continued

Significant components of the provision for income taxes are as follows:

1994 1993 1992
______________________________
Current:
Federal $29.3 $(55.8) $10.8
Foreign 15.2 14.3 19.8
State 1.3 4.3 2.4
______________________________
Total current 45.8 (37.2) 33.0
______________________________
Deferred:
Federal (13.2) (98.4) (89.0)
Foreign 32.5 (33.3) (16.9)
State (8.1) (28.9) (17.7)
______________________________
Total deferred 11.2 (160.6) (123.6)
______________________________
Equity income 11.4 4.8 4.4
______________________________
Total $68.4 $(193.0) $(86.2)
==============================

The deferred tax provision includes state and foreign operating loss
carryforward benefits of $14 million.

The Company has not provided taxes on the undistributed earnings ($752
million) of foreign subsidiaries as it is the intent of the Company to use
such earnings to finance foreign expansion, reduce foreign debt and support
foreign operating requirements.

The Company's effective income tax rate varied from the United States
statutory rate as follows:

1994 1993 1992
_______________________
United States rate 35% (35)% (34)%
Income taxed at other than United States rate 2 3 (3)
Percentage depletion (3) (1) (2)
State income taxes and other 2 (4) (5)
_______________________
Effective rate 36% (37)% (44)%
=======================

Net income taxes paid (refunded) were ($16.9 million), $5.7 million and
$17.1 million in 1994, 1993 and 1992, respectively.

NOTE L - FINANCIAL INSTRUMENTS

The Company uses forward contracts and swap agreements to manage a portion
of its exposure to fluctuations in foreign currencies relating to certain
foreign debt agreements and certain committed aluminum sales and raw
material acquisitions in foreign markets. At December 31, 1994, the
Company had $578 million of these arrangements (1993 - $514 million) which
mature in 1995 to 2002. The effects of these contracts are recognized or
accrued as a component of the hedged transaction.

The fair value of the Company's financial instruments was estimated based
upon quoted prices for comparable contracts and discounted cash flow
analyses and varies from period to period based on a number of factors,
principally interest rates. At the end of 1994 and 1993, the fair value of
the financial instruments discussed above and interest rate swap agreements
discussed in Note H was approximately the same as carrying value. The
Company is exposed to certain losses if the other parties to these
agreements do not perform, but the counterparties are expected to perform
their obligations. The carrying amount of long-term debt was approximately
$140 million lower than its fair value in 1993 and approximately equal to
fair value in 1994.

NOTE M - CONTINGENT LIABILITIES AND COMMITMENTS

Various suits and claims are pending against the Company. In the opinion
of management, after consultation with counsel, disposition of these suits
and claims, either individually or in the aggregate, will not have a
material adverse effect on the Company's competitive or financial position
or its ongoing results of operations. No assurance can be given, however,
that the disposition of one or more of such suits or claims in a particular
reporting period will not be material in relation to the reported results
for such period.

In order to assure an adequate supply of certain raw material requirements,
the Company has committed to pay its proportionate share of annual
production charges (including debt service) relating to its interests in
certain unincorporated joint ventures and associated companies. These
arrangements include minimum commitments of approximately $45 million
annually through 1999 and additional amounts thereafter which together, at
present value, aggregate $190 million at December 31, 1994, after excluding
interest of $36 million and variable operating costs of the facilities.
During 1994 approximately $190 million (1993 - $195 million; 1992 - $200
million) of raw materials were purchased under these arrangements.

Certain items of property, plant and equipment are leased under long-term
operating leases. Lease expense was approximately $45 million per year for
the years 1992 to 1994. Lease commitments at December 31, 1994, were
approximately $76 million. Leases covering major items contain renewal
and/or purchase options which may be exercised.

NOTE N - ENVIRONMENTAL EXPENDITURES

THE COMPANY'S POLICY IS TO ACCRUE REMEDIATION COSTS WHEN IT IS PROBABLE
THAT SUCH EFFORTS WILL BE REQUIRED AND THE RELATED COSTS CAN BE REASONABLY
ESTIMATED.

The Company is involved in various worldwide environmental improvement
activities resulting from past operations, including designation as a
potentially responsible party (PRP), with others, at various EPA designated
Superfund sites. In developing its estimate of environmental remediation
costs, the Company considers, among other things, currently available
technological solutions, alternative cleanup methods and risk-based
assessments of the contamination and, as applicable, an estimation of its
proportionate share of remediation costs. The Company may also make use of
external consultants, and consider, when available, estimates by other
PRP's and governmental agencies and information regarding the financial
viability of other PRP's. Based upon information currently available, the
Company believes it is unlikely that it will incur substantial additional
costs as a result of failure by other PRP's to satisfy their
responsibilities for remediation costs.

Amounts have been recorded which, in management's best estimate, will be
sufficient to satisfy anticipated costs of known remediation requirements.
At December 31, 1994, $272 million for estimated environmental remediation
costs had been accrued. Expenditures relating to costs currently accrued
are expected to be made over the next 15 to 20 years with the majority to
be spent by the year 2000. As a result of factors such as the continuing
evolution of environmental laws and regulatory requirements, the
availability and application of technology, the identification of presently
unknown remediation sites and the allocation of costs among potentially
responsible parties, estimated costs for future environmental compliance
and remediation are necessarily imprecise and it is not possible to predict
the amount or timing of future costs of environmental remediation
requirements which may subsequently be determined. Based upon information
presently available, such future costs are not expected to have a material
adverse effect on the Company's competitive or financial position or its
ongoing results of operations. However, such costs could be material to
results of operations in a future period.

NOTE O - OPERATIONAL RESTRUCTURING AND ASSET REVALUATION COSTS

The Company recorded $348.2 million in 1993 and $106.4 million in 1992 in
operational restructuring and asset revaluation costs. These costs
resulted from the Company's estimate of the ultimate realization of the
carrying value of certain assets, liabilities related to the offering of an
early retirement program for certain salaried employees, and the employee
termination and other costs associated with disposal or restructuring of
certain uneconomic operations. The components of these charges were as
follows:

1993 1992
___________________
Asset revaluation $188.6 $50.5
Pension, health care and early retirement costs 116.4 21.2
Other operational restructuring costs 43.2 34.7
___________________
Total $348.2 $106.4
===================

The 1993 charges relate primarily to the Company's plans to restructure
operations at certain manufacturing facilities. The Company discontinued
manufacturing various sheet products in Illinois and eliminated extruded
shapes operations in Kentucky. To reduce costs, the Company offered in
1992 an early retirement program to certain salaried employees. In
addition, in both 1993 and 1992, the Company provided for the restructuring
and/or disposal of certain other uneconomic operations.

Cash requirements were $7.5 million in 1992, $13.6 million in 1993 and
$41.5 million in 1994 principally for employee termination and benefit
costs. Estimated cash requirements for 1995 are $27 million.

Most of the restructuring activities for which costs have been accrued will
be completed during 1995.

NOTE P - COMPANY OPERATIONS

The Company is a vertically integrated enterprise operating predominantly
in the aluminum industry in both domestic and foreign areas. In order to
more fully describe the nature of its operations and to supplement the
foregoing, the Company has separated its vertically integrated operations
into two groups referred to as finished products and other sales, and
production and processing. Summarized financial information relating to
the Company's operations and investments is as follows:

Domestic Canada
_____________________________ ___________________________
GEOGRAPHIC DATA 1994 1993 1992 1994 1993 1992
_____________________________ ___________________________

Products and services sold
Customers $4,506.5 $3,966.5 $4,212.6 $374.7 $293.5 $276.8
Transfers between areas 329.2 224.1 276.4 498.7 377.4 425.5
_____________________________ ___________________________
Total products and services sold $4,835.7 $4,190.6 $4,489.0 $873.4 $670.9 $702.3

============================= ===========================
Operating profit (loss) $54.6 $(16.8) $76.4 $105.3 $(9.3) $19.4
Equity in income of companies
not consolidated 9.0 8.5 8.3
Interest and other income 45.3 6.0 44.7 1.3 .7 1.2
Interest expense (116.5) (116.1) (130.6) (27.9) (23.5) (19.4)
_____________________________ ___________________________
Income (loss) before income taxes
and cumulative effects of
accounting changes $(16.6) $(126.9) $(9.5) $87.7 $(23.6) $9.5

============================= ===========================

Identifiable assets $4,577.9 $3,991.1 $3,969.7 $1,287.8 $1,215.8 $1,250.5

Finished products and other sales
___________________________________
OPERATING DATA 1994 1993 1992
___________________________________

Products and services sold
Customers $3,040.3 $2,528.1 $2,582.2
Internal transfers 3.7 2.1 3.8
___________________________________
Total products and services sold $3,044.0 $2,530.2 $2,586.0
===================================

Operating profit (loss) $255.4 $146.5 $214.1
Equity in income of companies not consolidated
Interest and other income
Interest expense

Income (loss) before income taxes and
cumulative effects of accounting changes

Operating profit (loss) includes depreciation and amortization of $85.5 $71.1 $71.8
Identifiable assets $1,451.7 $1,252.9 $1,156.3

Capital investments $176.2 $173.1 $63.6

Other foreign (principally Europe) Eliminations, etc. Consolidated
__________________________________ ________________________________ _____________________________
1994 1993 1992 1994 1993 1992 1994 1993 1992
__________________________________ ________________________________ _____________________________

$997.9 $1,009.2 $1,103.2 $5,879.1 $5,269.2 $5,592.6
178.3 160.7 178.8 $(1,006.2) $(762.2) $(880.7)
__________________________________ ________________________________ _____________________________
$1,176.2 $1,169.9 $1,282.0 $(1,006.2) $(762.2) $(880.7) $5,879.1 $5,269.2 $5,592.6
================================== ================================ =============================

$63.0 $(5.1) $74.9 $(11.3) $(349.7) $(263.1) $211.6 $(380.9) $(92.4)

23.5 8.6 8.1 (9.0) (8.5) (8.3) 23.5 8.6 8.1
66.8 9.8 13.8 (2.8) (.1) (4.0) 110.6 16.4 55.7
(14.0) (19.7) (20.8) 2.8 .1 4.0 (155.6) (159.2) (166.8)
__________________________________ ________________________________ _____________________________

$139.3 $(6.4) $76.0 $(20.3) $(358.2) $(271.4) $190.1 $(515.1) $(195.4)
================================== ================================ =============================

$975.1 $748.2 $941.4 $(235.6) $(79.0) $(114.4) $6,605.2 $5,876.1 $6,047.2

Production and processing Eliminations, etc. Consolidated
_______________________________ _______________________________ _____________________________
1994 1993 1992 1994 1993 1992 1994 1993 1992
_______________________________ _______________________________ _____________________________

$2,838.8 $2,741.1 $3,010.4 $5,879.1 $5,269.2 $5,592.6
705.8 659.4 770.6 $(709.5) $(661.5) $(774.4)
_______________________________ _______________________________ _____________________________
$3,544.6 $3,400.5 $3,781.0 $(709.5) $(661.5) $(774.4) $5,879.1 $5,269.2 $5,592.6
=============================== =============================== =============================

$2.0 $(188.2) $(53.6) $(45.8) $(339.2) $(252.9) $211.6 $(380.9) $(92.4)
32.5 17.1 16.4 (9.0) (8.5) (8.3) 23.5 8.6 8.1
110.6 16.4 55.7
(155.6) (159.2) (166.8)
_____________________________

$190.1 $(515.1) $(195.4)
=============================

$209.3 $215.9 $212.2 $294.8 $287.0 $284.0
$3,963.3 $3,686.3 $4,117.3 $(84.3) $(15.2) $(14.4) $5,330.7 $4,924.0 $5,259.2

$228.1 $227.4 $261.8 $404.3 $400.5 $325.4

NOTE P - COMPANY OPERATIONS - continued

Approximately 27% of products transferred between operating areas and all
transfers from other foreign areas are reflected at cost-related prices.
Other transfers between operating areas and transfers between Canada and
domestic areas are reflected at market-related prices.

Operating profit is after allocation of selling, administrative and general
expenses. It does not reflect interest expense or other items of income or
expense considered to be general corporate in nature.

The Company has investments in and advances to associated companies and
unincorporated joint ventures not consolidated amounting to $856.1 million
in 1994, $832.5 million in 1993 and $849.8 million in 1992. Such
investments and advances relate principally to Australian and Canadian
entities in the production and processing area. Corporate assets
associated with operating data of $1,274.5 million in 1994, $952.1 million
in 1993 and $788.0 million in 1992 consist principally of cash,
investments, deferred taxes and other assets.

Research and development expenditures were $38.2 million in 1994, $36.1
million in 1993 and $37.7 million in 1992.

NOTE Q - CANADIAN REYNOLDS METALS COMPANY, LIMITED

Financial statements and financial statement schedules for Canadian
Reynolds Metals Company, Limited have been omitted because the securities
it has registered under the Securities Act of 1933 (thus subjecting it to
reporting requirements under Section 13 or 15(d) of the Securities Exchange
Act of 1934) are fully and unconditionally guaranteed by Reynolds Metals
Company. Financial information relating to Canadian Reynolds Metals
Company, Limited is presented herein in accordance with Staff Accounting
Bulletin 53 as an addition to the footnotes to the financial statements of
Reynolds Metals Company. Summarized financial information is as follows:

Year ended December 31
__________________________
1994 1993 1992
__________________________

Net Sales:
Customers $372.9 $293.5 $276.8
Parent company 498.2 377.5 425.5
__________________________
871.1 671.0 702.3
Cost of products sold 754.7 666.4 683.5
Income (loss) before cumulative effect
of accounting change 49.7 (35.7) 22.2
Net income (loss) $49.7 $(35.7) $28.6
[CAPTION]
December 31
_____________________
1994 1993
_____________________

Current assets $237.7 $146.9
Noncurrent assets 1,014.9 1,056.1
Current liabilities (83.3) (99.8)
Noncurrent liabilities (563.7) (540.7)

Quarterly Results of Operations (Unaudited)
(In millions, except per share amounts)

1994 1993
________________________________________ ___________________________________________
Quarter 1st 2nd 3rd 4th 1st 2nd 3rd 4th
________________________________________ ___________________________________________

Net sales $1,253.9 $1,455.0 $1,531.4 $1,638.8 $1,230.7 $1,356.0 $1,336.2 $1,346.3
Gross profit 87.7 145.0 158.3 209.6 74.7 93.8 78.2 92.2
Net income (loss) $(21.1) $11.9 $62.0 $68.9 $(32.7) $(22.8) $(28.0) $(238.6)
======================================== ===========================================

Net income (loss) per common share $(0.46) $0.05 $0.86 $0.97 $(0.55) $(0.38) $(0.47) $(3.98)

Gross profit is net sales minus cost of products sold. Net income (loss)
for 1994 includes a gain of $41 million in the third quarter from the
sale of Reynolds Australia Metals, Ltd. and a gain of $16 million in the
fourth quarter from the sale of timberland in the Pacific Northwest.
Net income (loss) for 1993 includes a charge of $8 million in the third
quarter to cover the costs of the temporary curtailment of primary
aluminum production and a charge of $220 million in the fourth quarter for
operational restructuring and asset revaluation costs.

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Stockholders and Board of Directors
Reynolds Metals Company

We have audited the accompanying consolidated balance sheets of Reynolds
Metals Company as of December 31, 1994 and 1993, and the related
consolidated statements of income and retained earnings, and cash flows for
each of the three years in the period ended December 31, 1994. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Reynolds
Metals Company at December 31, 1994 and 1993, and the consolidated results
of its operations and its cash flows for each of the three years in the
period ended December 31, 1994, in conformity with generally accepted
accounting principles.

As discussed in the notes to the consolidated financial statements, the
Company changed its methods of accounting for postretirement benefits other
than pensions (Note J) and income taxes (Note K) in 1992.

Ernst & Young LLP

Richmond, Virginia
February 17, 1995

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

For information concerning the directors and nominees for directorship, see
the information under the caption "Item 1. Election of Directors" in the
Registrant's Proxy Statement for the Annual Meeting of Stockholders to be
held on April 19, 1995, which information is incorporated herein by
reference.

Information concerning executive officers of the Registrant is shown in
Part I - Item 4A of this report.

Item 11. EXECUTIVE COMPENSATION

For information required by this item, see the information under the
captions "Item 1. Election of Directors - Board Compensation and
Benefits", "Item 1. Election of Directors - Other Compensation", and
"Executive Compensation" in the Registrant's Proxy Statement for the Annual
Meeting of Stockholders to be held on April 19, 1995, which information is
incorporated herein by reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

For information required by this item, see the information under the
caption "Beneficial Ownership of Securities" in the Registrant's Proxy
Statement for the Annual Meeting of Stockholders to be held on April 19,
1995, which information (other than that appearing under the caption
"Beneficial Ownership of Securities - Stock Ownership Guidelines") is
incorporated herein by reference.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For information required by this item, see the information under the
captions "Item 1. Election of Directors - Other Compensation" and
"Executive Compensation - Pension Plan Table" in the Registrant's Proxy
Statement for the Annual Meeting of Stockholders to be held on April 19,
1995, which information is incorporated herein by reference.

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: Page

Consolidated statement of income and retained
earnings -
Years ended December 31, 1994, 1993 and 1992. 32

Consolidated balance sheet - December 31, 1994
and 1993. 33

Consolidated statement of cash flows -
Years ended December 31, 1994, 1993 and 1992. 34

Notes to consolidated financial statements. 35

Report of Ernst & Young LLP,
Independent Auditors. 54

(2) Financial Statement Schedules

All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange
Commission have been omitted because they are not required,
are inapplicable or the required information has otherwise
been given.

Individual financial statements of Reynolds Metals Company
have been omitted 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, 1994.

Financial statements of all associated companies (20% to
50% owned) have been omitted because no associated company
is individually significant.

(3) Exhibits

EXHIBIT 2 - None

EXHIBIT 3.1 - Restated Certificate of Incorporation, as
amended to the date hereof

EXHIBIT 3.2 - By-Laws, as amended to the date hereof

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)

* 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 Canadian
Reynolds Metals Company, Limited -- Societe
Canadienne de Metaux Reynolds, Limitee
("CRM"), as amended to the date hereof.
(Registration Statement No. 33-59168 on
Form S-3, dated March 5, 1993, EXHIBIT 4.1)

* EXHIBIT 4.14 - By-Laws of CRM, as amended to the date
hereof. (File No. 1-1430, Form 10-Q Report
for the Quarter Ended September 30, 1993,
EXHIBIT 4.19)

* EXHIBIT 4.15 - Indenture dated as of April 1, 1993 among
CRM, 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 4.16 - 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 1982 Nonqualified
Stock Option Plan, as amended through
May 17, 1985. (File No. 1-1430, 1985 Form
10-K Report, EXHIBIT 10.2)

#* EXHIBIT 10.2 - 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 10.3 - 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 10.4 - Reynolds Metals Company Performance
Incentive Plan, as amended and restated
effective January 1, 1985. (File No.
1-1430, 1985 Form 10-K Report,
EXHIBIT 10.3)

#* EXHIBIT 10.5 - Consulting Agreement dated April 16, 1986
between Reynolds Metals Company and
David P. Reynolds. (File No. 1-1430, Form
10-Q Report for the Quarter Ended March 31,
1986, EXHIBIT 19)

#* EXHIBIT 10.6 - Form of Deferred Compensation Agreement
dated February 17, 1984 between Reynolds
Metals Company and David P. Reynolds.
(File No. 1-1430, Form 10-Q Report for the
Quarter Ended March 31, 1994, EXHIBIT 10.6)

#* EXHIBIT 10.7 - Deferred Compensation Agreement dated
May 16, 1986 between Reynolds Metals
Company and David P. Reynolds. (File No.
1-1430, Form 10-Q Report for the Quarter
Ended June 30, 1986, EXHIBIT 19)

#* EXHIBIT 10.8 - 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 10.9 - Supplemental Death Benefit Plan for
Officers. (File No. 1-1430, 1986 Form 10-K
Report, EXHIBIT 10.8)

#* EXHIBIT 10.10 - Financial Counseling Assistance Plan for
Officers. (File No. 1-1430, 1987 Form 10-K
Report, EXHIBIT 10.11)

#* EXHIBIT 10.11 - Management Incentive Deferral Plan. (File
No. 1-1430, 1987 Form 10-K Report,
EXHIBIT 10.12)

#* EXHIBIT 10.12 - 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 10.13 - Retirement Plan for Outside Directors.
(File No. 1-1430, 1986 Form 10-K Report,
EXHIBIT 10.10)

#* EXHIBIT 10.14 - Death Benefit Plan for Outside Directors.
(File No. 1-1430, 1986 Form 10-K Report,
EXHIBIT 10.11)

#* EXHIBIT 10.15 - Form of Indemnification Agreement for
Directors and Officers. (File No. 1-1430,
Form 8-K Report dated April 29, 1987,
EXHIBIT 28.3)

#* EXHIBIT 10.16 - Form of Executive Severance Agreement
between Reynolds Metals Company and key
executive personnel, including each of the
individuals listed in Item 4A hereof.
(File No. 1-1430, 1987 Form 10-K Report,
EXHIBIT 10.18)

#* EXHIBIT 10.17 - Renewal dated February 21, 1992 of
Consulting Agreement dated April 16, 1986
between Reynolds Metals Company and
David P. Reynolds. (File No. 1-1430, 1991
Form 10-K Report, EXHIBIT 10.19)

#* EXHIBIT 10.18 - 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 10.19 - 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 10.20 - 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 10.21 - Amendment to Reynolds Metals Company
Performance Incentive Plan effective
January 1, 1989. (File No. 1-1430, Form
10-Q Report for the Quarter Ended June 30,
1989, EXHIBIT 19)

#* EXHIBIT 10.22 - 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 10.23 - Amendment to Reynolds Metals Company 1982
Nonqualified Stock Option Plan effective
January 18, 1991. (File No. 1-1430, 1990
Form 10-K Report, EXHIBIT 10.25)

#* EXHIBIT 10.24 - 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 10.25 - Letter Agreement dated January 18, 1991
between Reynolds Metals Company and
William O. Bourke. (File No. 1-1430, 1990
Form 10-K Report, EXHIBIT 10.29)

#* EXHIBIT 10.26 - 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 10.27 - 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 10.28 - 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 10.29 - 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 10.30 - 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 10.31 - 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 10.32 - 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 10.33 - Amendment to Reynolds Metals Company 1982
Nonqualified Stock Option Plan effective
August 19, 1994. (File No. 1-1430, Form
10-Q Report for the Quarter Ended
September 30, 1994, EXHIBIT 10.33)

#* EXHIBIT 10.34 - 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 10.35 - 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 10.36 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan
effective January 1, 1995

# EXHIBIT 10.37 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan
effective January 1, 1995 through
December 31, 1996

# EXHIBIT 10.38 - Amendment to Reynolds Metals Company Salary
Deferral Plan for Executives effective
January 1, 1995 through December 31, 1996

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 28 - Not applicable

____________________________
* 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.

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

The Registrant filed no reports on Form 8-K during the fourth
quarter of 1994.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

REYNOLDS METALS COMPANY

By Richard G. Holder
Richard G. Holder, Chairman of
the Board and Chief Executive
Officer

Date March 6, 1995

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

By Henry S. Savedge, Jr. By Richard G. Holder
Henry S. Savedge, Jr., Director, Richard G. Holder, Director
Executive Vice President and Chairman of the Board and Chief
Chief Financial Officer Executive Officer