EXHIBIT 10.37
                          REYNOLDS METALS COMPANY
                  NEW MANAGEMENT INCENTIVE DEFERRAL PLAN



          The Reynolds Metals Company New Management Incentive Deferral
Plan shall be amended effective January 1, 1995, so that through December
31, 1996, a new Article X shall be added to read as follows:


                                 ARTICLE X

                            MANDATORY DEFERRALS

          10.01  The provisions of this Article X shall apply in 1995 and
1996 to each Eligible Employee who is a Top Executive (as defined below) at
the time Incentive Compensation is paid in that year.  To the extent a Top
Executive's Estimated Annual Compensation (as defined below) would exceed
One Million Dollars ($1,000,000) for the year, payment of such Incentive
Compensation shall be automatically deferred in accordance with this
Article X to the extent necessary to bring the Top Executive's Estimated
Annual Compensation below One Million Dollars ($1,000,000).  If necessary,
all of a Top Executive's Incentive Compensation shall be deferred, in which
case any applicable payroll taxes shall be deducted and paid from such Top
Executive's regular salary checks unless the Top Executive reimburses the
Company separately for such payroll taxes.

          10.02  Any mandatory deferral in accordance with this Article X
shall be subject to the following terms and conditions:

          (a)  The Deferral Termination Date shall be the date on which the
     Top Executive terminates employment with the Company and any member of
     the controlled group of corporations.

          (b)  Except as otherwise provided in subsections (c) and (d)
     below, Deferred Compensation shall earn Additional Income as described
     in Section 4.01, and all Deferred Compensation and Additional Income
     shall be paid to the Top Executive in a single lump sum payment unless
     the Top Executive has elected before the beginning of the calendar
     year to have any amounts deferred in accordance with this Article X
     paid in annual installments over a period of five (5) or ten (10)
     years as described in, and in accordance with, Section 4.02.

          (c)  To the extent that under the terms of the Performance
     Incentive Plan the Incentive Compensation would have been paid in the
     form of the Company's Common Stock but for the mandatory deferral
     provisions of this Article X, then Deferred Compensation will earn
     Phantom Stock Additional Income in accordance with the provisions of
     Article IX rather than the Additional Income described in Section
     4.01.

          (d)  Before the beginning of the calendar year, an Eligible
     Employee who anticipates being a Top Executive subject to a mandatory
     deferral in accordance with this Article X may voluntarily elect to
     have any amounts subject to a mandatory deferral earn Phantom Stock
     Additional Income in accordance with the provisions of Article IX
     rather than the Additional Income described in Section 4.01.

          (e)  Before the beginning of the calendar year, an Eligible
     Employee who anticipates being a Top Executive subject to a mandatory
     deferral in accordance with this Article X and who anticipates having
     part or all of the deferral earn Phantom Stock Additional Income may
     elect in accordance with Article IX that in case of such Top
     Executive's death before all amounts subject to Phantom Stock
     Additional Income are paid out, payment of remaining amounts shall be
     made to the Beneficiary in annual installments over five (5) years.

          10.03  (a) For purposes of this Article X, a Top Executive's
"Estimated Annual Compensation" for a given year will be equal to (i) the
Top Executive's anticipated salary for the year as approved by the
Compensation Committee in January of the year (taking into account any
approved increase to become effective during the year), less any amounts
the Top Executive has voluntarily elected to defer under the Reynolds
Metals Company Salary Deferral Plan for Executives for the year, plus (ii)
the Incentive Compensation to be paid to the Top Executive, less any
amounts the Top Executive has voluntarily elected to defer under the
applicable provisions of this Plan, plus (iii) the amount of any previously
deferred Incentive Compensation payable to the Top Executive during the
year that will count as compensation in the year for purposes of Section
162(m) of the Internal Revenue Code of 1986, as amended, plus (iv) the
amount of miscellaneous or imputed income (for items such as the imputed
value of life insurance and the use of a car or plane) that the Top
Executive had for the immediately preceding calendar year.

          (b)  "Top Executive" means for any calendar year any individual
who may reasonably be expected to be a "covered employee" for the year for
purposes of Section 162(m) of the Internal Revenue Code of 1986, as
amended.



          Executed and adopted this 15th day of February, 1995, pursuant to
action taken by the Board of Directors of Reynolds Metals Company at its
meeting on November 18, 1994.


                              REYNOLDS METALS COMPANY




                              By  Donald T. Cowles
                                Donald T. Cowles
                                Executive Vice President, Human
                                Resources and External Affairs