As filed with the Securities and Exchange Commission on July 14, 1997 Registration No. 33-51153 ====================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________ REYNOLDS METALS COMPANY (Exact name of Registrant as specified in its charter) Delaware 54-0355135 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) _________________ 6601 West Broad Street, Richmond, VA 23230 (804) 281-2000 (Address, including zip code, and telephone number, including area code, of principal executive offices) _________________ D. MICHAEL JONES, Senior Vice President and General Counsel and BRENDA A. HART, Chief Securities/Finance Counsel and Assistant Secretary Reynolds Metals Company 6601 West Broad Street Richmond, VA 23230 (804) 281-2000 (Names, address, including zip code, and telephone number, including area code, of agents for service) _________________ REMOVAL OF SECURITIES FROM REGISTRATION Pursuant to Registration Statement No. 33-51153 on Form S-3, Reynolds Metals Company, a Delaware corporation (the "Company"), registered 3,000,000 shares (the "Shares") of its Common Stock, without par value, for offer and resale by The Chase Manhattan Bank, as trustee (the "Trustee") of the Reynolds Metals Company Pension Plans Master Trust (the "Master Trust"). The registration was made in connection with the contribution by the Company of the Shares to one or more of the pension plans the assets of which are held under the Master Trust. The Company hereby removes from registration 1,044,000 of the Shares held by the Trustee which remain unsold by the Trustee as of the date hereof. SIGNATURE Pursuant to the requirements of the Securities Act of 1933 and the provisions of Rule 478 of the Securities and Exchange Commission promulgated thereunder, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Henrico, Commonwealth of Virginia, on the 14th day of July, 1997. REYNOLDS METALS COMPANY By D. Michael Jones D. Michael Jones Senior Vice President and General Counsel and one of its Agents for Service named in the Registration Statement