EXHIBIT 10.46

          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 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 Stock
     Plan for Outside Directors is hereby amended effective
     January 1, 1999 by the addition of the following
     language at the end of the first sentence of Section
     3.01: "provided, however, that beginning April 1 in the
     year in which all restrictions on shares granted to a
     Director under the Reynolds Metals Company Restricted
     Stock Plan for Outside Directors have lapsed, such
     Director shall be granted shares of Phantom Stock under
     the Plan at an annual rate of 425 shares per year.
     

          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