EXHIBIT 10.44


                          AMENDMENTS TO
                     REYNOLDS METALS COMPANY
        DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS


     Sections 4.02(b) and 4.04(d) of the Reynolds Metals Company

Deferred Compensation Plan for Outside Directors shall be amended

effective August 15, 1996 to be read in their entirety as follows:

          4.02(b)  If Stock Equivalent Additional Compensation is
     being paid on the Deferred Compensation, the amount of a
     lump sum payment shall be equal to (i) the total number of
     equivalent shares of Company Stock credited to the
     Participant's account under this Plan as of the last day on
     which the New York Stock Exchange, Inc. is open in the year
     the Deferral Termination Date occurs, multiplied by (ii) the
     closing sales price of Company Stock as reported on New York
     Stock Exchange - Composite Transactions on such date.  This
     lump sum payment shall be paid as soon as administratively
     feasible following the later of (i) the end of the year in
     which the Participant's Deferral Termination Date with
     respect to such compensation occurs, or (ii) the date on
     which all of the Participant's transactions under the Plan
     shall be exempt or excluded from liability under Section
     16(b) of the Securities Exchange Act of 1934, as amended
     (the "Exchange Act").  If annual installments are elected
     instead of a lump sum, the amount of the installment payment
     to be made in a calendar year shall be computed by taking
     (y) the amount that would have been payable after the end of
     the preceding year had the entire amount remaining as of the
     end of such year been paid as a single lump sum, divided by
     (z) the number of installment payments remaining, including
     the installment about to be paid.  The first annual
     installment shall be paid as soon as administratively
     feasible following the later of (i) the end of the year in
     which the Participant's Deferral Termination Date with
     respect to such compensation occurs, or (ii) the date on
     which all of the Participant's transactions under the Plan
     shall be exempt or excluded from liability under Section
     16(b) of the Exchange Act.  Each annual installment
     thereafter shall be paid as soon as administratively
     feasible in each calendar year following the year in which
     the Deferral Termination Date occurs.

                            * * * * *

          4.04(d)  Anything herein to the contrary notwith-
     standing, the Plan Committee shall not accelerate any
     payment of Deferred Compensation with respect to which Stock
     Equivalent Additional Compensation is to be paid for so long
     as such payment could reasonably cause the Participant to
     become subject to liability under Section 16(b) of the
     Exchange Act in connection with such payment or any other
     transaction under the Plan.

     Executed and adopted pursuant to action taken by the Board

of Directors at its meeting held on August 16, 1996.



                              REYNOLDS METALS COMPANY

                                   F. Robert Newman

                              By:  F. Robert Newman
                              Its: Vice President, Human Resources