EXHIBIT 10.45

          I, CAROL L. DILLON, an Assistant Secretary of REYNOLDS
METALS COMPANY, a Delaware corporation, do hereby certify that
the following is a true and complete copy of a resolution which
approves an amendment to the corporation's Restricted Stock Plan
for Outside Directors, duly adopted by the Committee on Directors
of the Board of Directors of said corporation at its meeting on
November 20, 1998, and that said resolutions are now in full
force and effect:

          RESOLVED, that the Reynolds Metals Company
     Restricted Stock Plan for Outside Directors is hereby
     amended effective January 1, 1999 by deleting Section
     3.03 thereof.
     

          IN WITNESS WHEREOF, I have subscribed my name and
affixed the corporate seal of said corporation to this
certificate this 20th day of November, 1998.



                                   /s/ Carol L. Dillon
                                   _________________________
                                   Carol L. Dillon
                                   Assistant Secretary

SEAL