EXHIBIT 24
1. Powers of Attorney from the following persons are attached:
Patricia C. Barron
John R. Hall
Robert L. Hintz
William H. Joyce
Mylle Bell Mangum
D. Larry Moore
James M. Ringler
Samuel C. Scott, III
Joe B. Wyatt
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for her and in her name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to
(i) Sign the Annual Report on Form 10-K of the Company
for the year ended December 31, 1997 and any and all
amendments thereto, and to file the same, with all exhibits
thereto, and all documents in connection therewith, if any,
with the Securities and Exchange Commission (the "SEC"), and
to take all such other action which they or either of them
may consider necessary or desirable in connection therewith,
all in accordance with the Securities Exchange Act of 1934,
as amended; and
(ii) Sign any and all post-effective amendments to the
Company's Registration Statements relating to (a) the offer
and sale of interests in the Reynolds Metals Company Savings
and Investment Plan for Salaried Employees and an indefinite
number of shares of the Company's common stock, without par
value (the "Common Stock") in connection therewith; (b) the
offer and sale of up to 900,000 shares of Common Stock
together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Reynolds
Metals Company Savings Plan for Hourly Employees; (c) the
offer and sale of up to 50,000 shares of Common Stock
together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Employees
Savings Plan; (d) the offer and sale of up to 3,000,000
shares of Common Stock under the Reynolds Metals Company
1987 Nonqualified Stock Option Plan; (e) the offer and sale
of up to 3,250,000 shares of Common Stock under the Reynolds
Metals Company 1992 Nonqualified Stock Option Plan; (f) the
offer and sale of up to 2,000,000 shares of Common Stock
under the Reynolds Metals Company 1996 Nonqualified Stock
Option Plan; (g) the offer and sale of up to 100,000 shares
of Common Stock under the Reynolds Metals Company
Performance Incentive Plan; and (h) the offer and sale of up
to 30,000 shares of Common Stock under the Reynolds Metals
Company Restricted Stock Plan for Outside Directors; and to
file the same, with all exhibits thereto, and all documents
in connection therewith, with the SEC; and
(iii) Sign any and all Registration Statements on Form S-
3, or on such other form as may be appropriate, for
registration of the shares of Common Stock and Series A
Junior Participating Preferred Stock (without par value) of
the Company, issuable upon exercise of Rights (as defined in
the Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of December 1, 1997, as
amended from time to time) and any and all amendments
(including post-effective amendments) to such Registration
Statements, and to file the same, with all exhibits thereto,
and all preliminary prospectuses, prospectuses, prospectus
supplements and documents in connection therewith, with the
SEC; and
(iv) Sign any and all post-effective amendments to the
Company's Registration Statements relating to the offer and
sale of up to $1,650,000,000 principal amount of unsecured
debt securities of the Company, and to file the same, with
all exhibits thereto, and all prospectuses, prospectus
supplements, pricing supplements and documents in connection
therewith, with the SEC;
granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents
and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that each of said attorneys-
in-fact and agents, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 28th day of
February, 1999.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 20th day of February,
1998.
/s/ Patricia C. Barron
-----------------------
Patricia C. Barron
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to
(i) Sign the Annual Report on Form 10-K of the Company
for the year ended December 31, 1997 and any and all
amendments thereto, and to file the same, with all exhibits
thereto, and all documents in connection therewith, if any,
with the Securities and Exchange Commission (the "SEC"), and
to take all such other action which they or either of them
may consider necessary or desirable in connection therewith,
all in accordance with the Securities Exchange Act of 1934,
as amended; and
(ii) Sign any and all post-effective amendments to the
Company's Registration Statements relating to (a) the offer
and sale of interests in the Reynolds Metals Company Savings
and Investment Plan for Salaried Employees and an indefinite
number of shares of the Company's common stock, without par
value (the "Common Stock") in connection therewith; (b) the
offer and sale of up to 900,000 shares of Common Stock
together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Reynolds
Metals Company Savings Plan for Hourly Employees; (c) the
offer and sale of up to 50,000 shares of Common Stock
together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Employees
Savings Plan; (d) the offer and sale of up to 3,000,000
shares of Common Stock under the Reynolds Metals Company
1987 Nonqualified Stock Option Plan; (e) the offer and sale
of up to 3,250,000 shares of Common Stock under the Reynolds
Metals Company 1992 Nonqualified Stock Option Plan; (f) the
offer and sale of up to 2,000,000 shares of Common Stock
under the Reynolds Metals Company 1996 Nonqualified Stock
Option Plan; (g) the offer and sale of up to 100,000 shares
of Common Stock under the Reynolds Metals Company
Performance Incentive Plan; and (h) the offer and sale of up
to 30,000 shares of Common Stock under the Reynolds Metals
Company Restricted Stock Plan for Outside Directors; and to
file the same, with all exhibits thereto, and all documents
in connection therewith, with the SEC; and
(iii) Sign any and all Registration Statements on Form S-
3, or on such other form as may be appropriate, for
registration of the shares of Common Stock and Series A
Junior Participating Preferred Stock (without par value) of
the Company, issuable upon exercise of Rights (as defined in
the Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of December 1, 1997, as
amended from time to time) and any and all amendments
(including post-effective amendments) to such Registration
Statements, and to file the same, with all exhibits thereto,
and all preliminary prospectuses, prospectuses, prospectus
supplements and documents in connection therewith, with the
SEC; and
(iv) Sign any and all post-effective amendments to the
Company's Registration Statements relating to the offer and
sale of up to $1,650,000,000 principal amount of unsecured
debt securities of the Company, and to file the same, with
all exhibits thereto, and all prospectuses, prospectus
supplements, pricing supplements and documents in connection
therewith, with the SEC;
granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents
and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that each of said attorneys-
in-fact and agents, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 28th day of
February, 1999.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 20th day of February,
1998.
/s/ John R. Hall
______________________________
John R. Hall
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to
(i) Sign the Annual Report on Form 10-K of the Company
for the year ended December 31, 1997 and any and all
amendments thereto, and to file the same, with all exhibits
thereto, and all documents in connection therewith, if any,
with the Securities and Exchange Commission (the "SEC"), and
to take all such other action which they or either of them
may consider necessary or desirable in connection therewith,
all in accordance with the Securities Exchange Act of 1934,
as amended; and
(ii) Sign any and all post-effective amendments to the
Company's Registration Statements relating to (a) the offer
and sale of interests in the Reynolds Metals Company Savings
and Investment Plan for Salaried Employees and an indefinite
number of shares of the Company's common stock, without par
value (the "Common Stock") in connection therewith; (b) the
offer and sale of up to 900,000 shares of Common Stock
together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Reynolds
Metals Company Savings Plan for Hourly Employees; (c) the
offer and sale of up to 50,000 shares of Common Stock
together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Employees
Savings Plan; (d) the offer and sale of up to 3,000,000
shares of Common Stock under the Reynolds Metals Company
1987 Nonqualified Stock Option Plan; (e) the offer and sale
of up to 3,250,000 shares of Common Stock under the Reynolds
Metals Company 1992 Nonqualified Stock Option Plan; (f) the
offer and sale of up to 2,000,000 shares of Common Stock
under the Reynolds Metals Company 1996 Nonqualified Stock
Option Plan; (g) the offer and sale of up to 100,000 shares
of Common Stock under the Reynolds Metals Company
Performance Incentive Plan; and (h) the offer and sale of up
to 30,000 shares of Common Stock under the Reynolds Metals
Company Restricted Stock Plan for Outside Directors; and to
file the same, with all exhibits thereto, and all documents
in connection therewith, with the SEC; and
(iii) Sign any and all Registration Statements on Form S-
3, or on such other form as may be appropriate, for
registration of the shares of Common Stock and Series A
Junior Participating Preferred Stock (without par value) of
the Company, issuable upon exercise of Rights (as defined in
the Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of December 1, 1997, as
amended from time to time) and any and all amendments
(including post-effective amendments) to such Registration
Statements, and to file the same, with all exhibits thereto,
and all preliminary prospectuses, prospectuses, prospectus
supplements and documents in connection therewith, with the
SEC; and
(iv) Sign any and all post-effective amendments to the
Company's Registration Statements relating to the offer and
sale of up to $1,650,000,000 principal amount of unsecured
debt securities of the Company, and to file the same, with
all exhibits thereto, and all prospectuses, prospectus
supplements, pricing supplements and documents in connection
therewith, with the SEC;
granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents
and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that each of said attorneys-
in-fact and agents, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 28th day of
February, 1999.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 20th day of February,
1998.
/s/ Robert L. Hintz
______________________________
Robert L. Hintz
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to
(i) Sign the Annual Report on Form 10-K of the Company
for the year ended December 31, 1997 and any and all
amendments thereto, and to file the same, with all exhibits
thereto, and all documents in connection therewith, if any,
with the Securities and Exchange Commission (the "SEC"), and
to take all such other action which they or either of them
may consider necessary or desirable in connection therewith,
all in accordance with the Securities Exchange Act of 1934,
as amended; and
(ii) Sign any and all post-effective amendments to the
Company's Registration Statements relating to (a) the offer
and sale of interests in the Reynolds Metals Company Savings
and Investment Plan for Salaried Employees and an indefinite
number of shares of the Company's common stock, without par
value (the "Common Stock") in connection therewith; (b) the
offer and sale of up to 900,000 shares of Common Stock
together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Reynolds
Metals Company Savings Plan for Hourly Employees; (c) the
offer and sale of up to 50,000 shares of Common Stock
together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Employees
Savings Plan; (d) the offer and sale of up to 3,000,000
shares of Common Stock under the Reynolds Metals Company
1987 Nonqualified Stock Option Plan; (e) the offer and sale
of up to 3,250,000 shares of Common Stock under the Reynolds
Metals Company 1992 Nonqualified Stock Option Plan; (f) the
offer and sale of up to 2,000,000 shares of Common Stock
under the Reynolds Metals Company 1996 Nonqualified Stock
Option Plan; (g) the offer and sale of up to 100,000 shares
of Common Stock under the Reynolds Metals Company
Performance Incentive Plan; and (h) the offer and sale of up
to 30,000 shares of Common Stock under the Reynolds Metals
Company Restricted Stock Plan for Outside Directors; and to
file the same, with all exhibits thereto, and all documents
in connection therewith, with the SEC; and
(iii) Sign any and all Registration Statements on Form S-
3, or on such other form as may be appropriate, for
registration of the shares of Common Stock and Series A
Junior Participating Preferred Stock (without par value) of
the Company, issuable upon exercise of Rights (as defined in
the Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of December 1, 1997, as
amended from time to time) and any and all amendments
(including post-effective amendments) to such Registration
Statements, and to file the same, with all exhibits thereto,
and all preliminary prospectuses, prospectuses, prospectus
supplements and documents in connection therewith, with the
SEC; and
(iv) Sign any and all post-effective amendments to the
Company's Registration Statements relating to the offer and
sale of up to $1,650,000,000 principal amount of unsecured
debt securities of the Company, and to file the same, with
all exhibits thereto, and all prospectuses, prospectus
supplements, pricing supplements and documents in connection
therewith, with the SEC;
granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents
and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that each of said attorneys-
in-fact and agents, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 28th day of
February, 1999.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 20th day of February,
1998.
/s/ William H. Joyce
______________________________
William H. Joyce
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for her and in her name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to
(i) Sign the Annual Report on Form 10-K of the Company
for the year ended December 31, 1997 and any and all
amendments thereto, and to file the same, with all exhibits
thereto, and all documents in connection therewith, if any,
with the Securities and Exchange Commission (the "SEC"), and
to take all such other action which they or either of them
may consider necessary or desirable in connection therewith,
all in accordance with the Securities Exchange Act of 1934,
as amended; and
(ii) Sign any and all post-effective amendments to the
Company's Registration Statements relating to (a) the offer
and sale of interests in the Reynolds Metals Company Savings
and Investment Plan for Salaried Employees and an indefinite
number of shares of the Company's common stock, without par
value (the "Common Stock") in connection therewith; (b) the
offer and sale of up to 900,000 shares of Common Stock
together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Reynolds
Metals Company Savings Plan for Hourly Employees; (c) the
offer and sale of up to 50,000 shares of Common Stock
together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Employees
Savings Plan; (d) the offer and sale of up to 3,000,000
shares of Common Stock under the Reynolds Metals Company
1987 Nonqualified Stock Option Plan; (e) the offer and sale
of up to 3,250,000 shares of Common Stock under the Reynolds
Metals Company 1992 Nonqualified Stock Option Plan; (f) the
offer and sale of up to 2,000,000 shares of Common Stock
under the Reynolds Metals Company 1996 Nonqualified Stock
Option Plan; (g) the offer and sale of up to 100,000 shares
of Common Stock under the Reynolds Metals Company
Performance Incentive Plan; and (h) the offer and sale of up
to 30,000 shares of Common Stock under the Reynolds Metals
Company Restricted Stock Plan for Outside Directors; and to
file the same, with all exhibits thereto, and all documents
in connection therewith, with the SEC; and
(iii) Sign any and all Registration Statements on Form S-
3, or on such other form as may be appropriate, for
registration of the shares of Common Stock and Series A
Junior Participating Preferred Stock (without par value) of
the Company, issuable upon exercise of Rights (as defined in
the Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of December 1, 1997, as
amended from time to time) and any and all amendments
(including post-effective amendments) to such Registration
Statements, and to file the same, with all exhibits thereto,
and all preliminary prospectuses, prospectuses, prospectus
supplements and documents in connection therewith, with the
SEC; and
(iv) Sign any and all post-effective amendments to the
Company's Registration Statements relating to the offer and
sale of up to $1,650,000,000 principal amount of unsecured
debt securities of the Company, and to file the same, with
all exhibits thereto, and all prospectuses, prospectus
supplements, pricing supplements and documents in connection
therewith, with the SEC;
granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents
and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that each of said attorneys-
in-fact and agents, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 28th day of
February, 1999.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 20th day of February,
1998.
/s/ Mylle Bell Mangum
______________________________
Mylle Bell Mangum
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to
(i) Sign the Annual Report on Form 10-K of the Company
for the year ended December 31, 1997 and any and all
amendments thereto, and to file the same, with all exhibits
thereto, and all documents in connection therewith, if any,
with the Securities and Exchange Commission (the "SEC"), and
to take all such other action which they or either of them
may consider necessary or desirable in connection therewith,
all in accordance with the Securities Exchange Act of 1934,
as amended; and
(ii) Sign any and all post-effective amendments to the
Company's Registration Statements relating to (a) the offer
and sale of interests in the Reynolds Metals Company Savings
and Investment Plan for Salaried Employees and an indefinite
number of shares of the Company's common stock, without par
value (the "Common Stock") in connection therewith; (b) the
offer and sale of up to 900,000 shares of Common Stock
together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Reynolds
Metals Company Savings Plan for Hourly Employees; (c) the
offer and sale of up to 50,000 shares of Common Stock
together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Employees
Savings Plan; (d) the offer and sale of up to 3,000,000
shares of Common Stock under the Reynolds Metals Company
1987 Nonqualified Stock Option Plan; (e) the offer and sale
of up to 3,250,000 shares of Common Stock under the Reynolds
Metals Company 1992 Nonqualified Stock Option Plan; (f) the
offer and sale of up to 2,000,000 shares of Common Stock
under the Reynolds Metals Company 1996 Nonqualified Stock
Option Plan; (g) the offer and sale of up to 100,000 shares
of Common Stock under the Reynolds Metals Company
Performance Incentive Plan; and (h) the offer and sale of up
to 30,000 shares of Common Stock under the Reynolds Metals
Company Restricted Stock Plan for Outside Directors; and to
file the same, with all exhibits thereto, and all documents
in connection therewith, with the SEC; and
(iii) Sign any and all Registration Statements on Form S-
3, or on such other form as may be appropriate, for
registration of the shares of Common Stock and Series A
Junior Participating Preferred Stock (without par value) of
the Company, issuable upon exercise of Rights (as defined in
the Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of December 1, 1997, as
amended from time to time) and any and all amendments
(including post-effective amendments) to such Registration
Statements, and to file the same, with all exhibits thereto,
and all preliminary prospectuses, prospectuses, prospectus
supplements and documents in connection therewith, with the
SEC; and
(iv) Sign any and all post-effective amendments to the
Company's Registration Statements relating to the offer and
sale of up to $1,650,000,000 principal amount of unsecured
debt securities of the Company, and to file the same, with
all exhibits thereto, and all prospectuses, prospectus
supplements, pricing supplements and documents in connection
therewith, with the SEC;
granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents
and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that each of said attorneys-
in-fact and agents, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 28th day of
February, 1999.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 20th day of February,
1998.
/s/ D. Larry Moore
______________________________
D. Larry Moore
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to
(i) Sign the Annual Report on Form 10-K of the Company
for the year ended December 31, 1997 and any and all
amendments thereto, and to file the same, with all exhibits
thereto, and all documents in connection therewith, if any,
with the Securities and Exchange Commission (the "SEC"), and
to take all such other action which they or either of them
may consider necessary or desirable in connection therewith,
all in accordance with the Securities Exchange Act of 1934,
as amended; and
(ii) Sign any and all post-effective amendments to the
Company's Registration Statements relating to (a) the offer
and sale of interests in the Reynolds Metals Company Savings
and Investment Plan for Salaried Employees and an indefinite
number of shares of the Company's common stock, without par
value (the "Common Stock") in connection therewith; (b) the
offer and sale of up to 900,000 shares of Common Stock
together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Reynolds
Metals Company Savings Plan for Hourly Employees; (c) the
offer and sale of up to 50,000 shares of Common Stock
together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Employees
Savings Plan; (d) the offer and sale of up to 3,000,000
shares of Common Stock under the Reynolds Metals Company
1987 Nonqualified Stock Option Plan; (e) the offer and sale
of up to 3,250,000 shares of Common Stock under the Reynolds
Metals Company 1992 Nonqualified Stock Option Plan; (f) the
offer and sale of up to 2,000,000 shares of Common Stock
under the Reynolds Metals Company 1996 Nonqualified Stock
Option Plan; (g) the offer and sale of up to 100,000 shares
of Common Stock under the Reynolds Metals Company
Performance Incentive Plan; and (h) the offer and sale of up
to 30,000 shares of Common Stock under the Reynolds Metals
Company Restricted Stock Plan for Outside Directors; and to
file the same, with all exhibits thereto, and all documents
in connection therewith, with the SEC; and
(iii) Sign any and all Registration Statements on Form S-
3, or on such other form as may be appropriate, for
registration of the shares of Common Stock and Series A
Junior Participating Preferred Stock (without par value) of
the Company, issuable upon exercise of Rights (as defined in
the Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of December 1, 1997, as
amended from time to time) and any and all amendments
(including post-effective amendments) to such Registration
Statements, and to file the same, with all exhibits thereto,
and all preliminary prospectuses, prospectuses, prospectus
supplements and documents in connection therewith, with the
SEC; and
(iv) Sign any and all post-effective amendments to the
Company's Registration Statements relating to the offer and
sale of up to $1,650,000,000 principal amount of unsecured
debt securities of the Company, and to file the same, with
all exhibits thereto, and all prospectuses, prospectus
supplements, pricing supplements and documents in connection
therewith, with the SEC;
granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents
and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that each of said attorneys-
in-fact and agents, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 28th day of
February, 1999.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 20th day of February,
1998.
/s/ James M. Ringler
______________________________
James M. Ringler
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to
(i) Sign the Annual Report on Form 10-K of the Company
for the year ended December 31, 1997 and any and all
amendments thereto, and to file the same, with all exhibits
thereto, and all documents in connection therewith, if any,
with the Securities and Exchange Commission (the "SEC"), and
to take all such other action which they or either of them
may consider necessary or desirable in connection therewith,
all in accordance with the Securities Exchange Act of 1934,
as amended; and
(ii) Sign any and all post-effective amendments to the
Company's Registration Statements relating to (a) the offer
and sale of interests in the Reynolds Metals Company Savings
and Investment Plan for Salaried Employees and an indefinite
number of shares of the Company's common stock, without par
value (the "Common Stock") in connection therewith; (b) the
offer and sale of up to 900,000 shares of Common Stock
together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Reynolds
Metals Company Savings Plan for Hourly Employees; (c) the
offer and sale of up to 50,000 shares of Common Stock
together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Employees
Savings Plan; (d) the offer and sale of up to 3,000,000
shares of Common Stock under the Reynolds Metals Company
1987 Nonqualified Stock Option Plan; (e) the offer and sale
of up to 3,250,000 shares of Common Stock under the Reynolds
Metals Company 1992 Nonqualified Stock Option Plan; (f) the
offer and sale of up to 2,000,000 shares of Common Stock
under the Reynolds Metals Company 1996 Nonqualified Stock
Option Plan; (g) the offer and sale of up to 100,000 shares
of Common Stock under the Reynolds Metals Company
Performance Incentive Plan; and (h) the offer and sale of up
to 30,000 shares of Common Stock under the Reynolds Metals
Company Restricted Stock Plan for Outside Directors; and to
file the same, with all exhibits thereto, and all documents
in connection therewith, with the SEC; and
(iii) Sign any and all Registration Statements on Form S-
3, or on such other form as may be appropriate, for
registration of the shares of Common Stock and Series A
Junior Participating Preferred Stock (without par value) of
the Company, issuable upon exercise of Rights (as defined in
the Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of December 1, 1997, as
amended from time to time) and any and all amendments
(including post-effective amendments) to such Registration
Statements, and to file the same, with all exhibits thereto,
and all preliminary prospectuses, prospectuses, prospectus
supplements and documents in connection therewith, with the
SEC; and
(iv) Sign any and all post-effective amendments to the
Company's Registration Statements relating to the offer and
sale of up to $1,650,000,000 principal amount of unsecured
debt securities of the Company, and to file the same, with
all exhibits thereto, and all prospectuses, prospectus
supplements, pricing supplements and documents in connection
therewith, with the SEC;
granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents
and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that each of said attorneys-
in-fact and agents, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 28th day of
February, 1999.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 20th day of February,
1998.
/s/ Samuel C. Scott, III
______________________________
Samuel C. Scott, III
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to
(i) Sign the Annual Report on Form 10-K of the Company
for the year ended December 31, 1997 and any and all
amendments thereto, and to file the same, with all exhibits
thereto, and all documents in connection therewith, if any,
with the Securities and Exchange Commission (the "SEC"), and
to take all such other action which they or either of them
may consider necessary or desirable in connection therewith,
all in accordance with the Securities Exchange Act of 1934,
as amended; and
(ii) Sign any and all post-effective amendments to the
Company's Registration Statements relating to (a) the offer
and sale of interests in the Reynolds Metals Company Savings
and Investment Plan for Salaried Employees and an indefinite
number of shares of the Company's common stock, without par
value (the "Common Stock") in connection therewith; (b) the
offer and sale of up to 900,000 shares of Common Stock
together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Reynolds
Metals Company Savings Plan for Hourly Employees; (c) the
offer and sale of up to 50,000 shares of Common Stock
together with an indeterminate amount of interests to be
offered and sold in connection therewith under the Employees
Savings Plan; (d) the offer and sale of up to 3,000,000
shares of Common Stock under the Reynolds Metals Company
1987 Nonqualified Stock Option Plan; (e) the offer and sale
of up to 3,250,000 shares of Common Stock under the Reynolds
Metals Company 1992 Nonqualified Stock Option Plan; (f) the
offer and sale of up to 2,000,000 shares of Common Stock
under the Reynolds Metals Company 1996 Nonqualified Stock
Option Plan; (g) the offer and sale of up to 100,000 shares
of Common Stock under the Reynolds Metals Company
Performance Incentive Plan; and (h) the offer and sale of up
to 30,000 shares of Common Stock under the Reynolds Metals
Company Restricted Stock Plan for Outside Directors; and to
file the same, with all exhibits thereto, and all documents
in connection therewith, with the SEC; and
(iii) Sign any and all Registration Statements on Form S-
3, or on such other form as may be appropriate, for
registration of the shares of Common Stock and Series A
Junior Participating Preferred Stock (without par value) of
the Company, issuable upon exercise of Rights (as defined in
the Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of December 1, 1997, as
amended from time to time) and any and all amendments
(including post-effective amendments) to such Registration
Statements, and to file the same, with all exhibits thereto,
and all preliminary prospectuses, prospectuses, prospectus
supplements and documents in connection therewith, with the
SEC; and
(iv) Sign any and all post-effective amendments to the
Company's Registration Statements relating to the offer and
sale of up to $1,650,000,000 principal amount of unsecured
debt securities of the Company, and to file the same, with
all exhibits thereto, and all prospectuses, prospectus
supplements, pricing supplements and documents in connection
therewith, with the SEC;
granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents
and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that each of said attorneys-
in-fact and agents, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall expire on the 28th day of
February, 1999.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 20th day of February,
1998.
/s/ Joe B. Wyatt
______________________________
Joe B. Wyatt