EXHIBIT 24
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, 1998 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 Registration Statements on Form S-
8, or on such other form as may be appropriate, for
registration of shares of the Company's common stock,
without par value ("Common Stock"), to be offered and sold
under the Reynolds Metals Company 1999 Nonqualified Stock
Option Plan, and any and all post-effective amendments to
such Registration Statements, and to file the same, with all
exhibits thereto and documents in connection therewith, with
the SEC; and
(iii) 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 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
(iv) 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
(v) 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 29th day of
February, 2000.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 19th day of February,
1999.
/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, 1998 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 Registration Statements on Form S-
8, or on such other form as may be appropriate, for
registration of shares of the Company's common stock,
without par value ("Common Stock"), to be offered and sold
under the Reynolds Metals Company 1999 Nonqualified Stock
Option Plan, and any and all post-effective amendments to
such Registration Statements, and to file the same, with all
exhibits thereto and documents in connection therewith, with
the SEC; and
(iii) 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 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
(iv) 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
(v) 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 29th day of
February, 2000.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 19th day of February,
1999.
/s/ Allen M. Earehart
---------------------------
Allen M. Earehart
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, 1998 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 Registration Statements on Form S-
8, or on such other form as may be appropriate, for
registration of shares of the Company's common stock,
without par value ("Common Stock"), to be offered and sold
under the Reynolds Metals Company 1999 Nonqualified Stock
Option Plan, and any and all post-effective amendments to
such Registration Statements, and to file the same, with all
exhibits thereto and documents in connection therewith, with
the SEC; and
(iii) 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 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
(iv) 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
(v) 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 29th day of
February, 2000.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 19th day of February,
1999.
/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, 1998 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 Registration Statements on Form S-
8, or on such other form as may be appropriate, for
registration of shares of the Company's common stock,
without par value ("Common Stock"), to be offered and sold
under the Reynolds Metals Company 1999 Nonqualified Stock
Option Plan, and any and all post-effective amendments to
such Registration Statements, and to file the same, with all
exhibits thereto and documents in connection therewith, with
the SEC; and
(iii) 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 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
(iv) 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
(v) 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 29th day of
February, 2000.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 19th day of February,
1999.
/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, 1998 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 Registration Statements on Form S-
8, or on such other form as may be appropriate, for
registration of shares of the Company's common stock,
without par value ("Common Stock"), to be offered and sold
under the Reynolds Metals Company 1999 Nonqualified Stock
Option Plan, and any and all post-effective amendments to
such Registration Statements, and to file the same, with all
exhibits thereto and documents in connection therewith, with
the SEC; and
(iii) 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 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
(iv) 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
(v) 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 29th day of
February, 2000.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 19th day of February,
1999.
/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, 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, 1998 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 Registration Statements on Form S-
8, or on such other form as may be appropriate, for
registration of shares of the Company's common stock,
without par value ("Common Stock"), to be offered and sold
under the Reynolds Metals Company 1999 Nonqualified Stock
Option Plan, and any and all post-effective amendments to
such Registration Statements, and to file the same, with all
exhibits thereto and documents in connection therewith, with
the SEC; and
(iii) 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 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
(iv) 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
(v) 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 29th day of
February, 2000.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 17th day of March,
1999.
/s/ William E. Leahey, Jr.
---------------------------
William E. Leahey, Jr.
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, 1998 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 Registration Statements on Form S-
8, or on such other form as may be appropriate, for
registration of shares of the Company's common stock,
without par value ("Common Stock"), to be offered and sold
under the Reynolds Metals Company 1999 Nonqualified Stock
Option Plan, and any and all post-effective amendments to
such Registration Statements, and to file the same, with all
exhibits thereto and documents in connection therewith, with
the SEC; and
(iii) 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 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
(iv) 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
(v) 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 29th day of
February, 2000.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 19th day of February,
1999.
/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, 1998 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 Registration Statements on Form S-
8, or on such other form as may be appropriate, for
registration of shares of the Company's common stock,
without par value ("Common Stock"), to be offered and sold
under the Reynolds Metals Company 1999 Nonqualified Stock
Option Plan, and any and all post-effective amendments to
such Registration Statements, and to file the same, with all
exhibits thereto and documents in connection therewith, with
the SEC; and
(iii) 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 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
(iv) 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
(v) 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 29th day of
February, 2000.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 19th day of February,
1999.
/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, 1998 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 Registration Statements on Form S-
8, or on such other form as may be appropriate, for
registration of shares of the Company's common stock,
without par value ("Common Stock"), to be offered and sold
under the Reynolds Metals Company 1999 Nonqualified Stock
Option Plan, and any and all post-effective amendments to
such Registration Statements, and to file the same, with all
exhibits thereto and documents in connection therewith, with
the SEC; and
(iii) 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 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
(iv) 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
(v) 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 29th day of
February, 2000.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 19th day of February,
1999.
/s/ Randolph N. Reynolds
---------------------------
Randolph N. Reynolds
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, 1998 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 Registration Statements on Form S-
8, or on such other form as may be appropriate, for
registration of shares of the Company's common stock,
without par value ("Common Stock"), to be offered and sold
under the Reynolds Metals Company 1999 Nonqualified Stock
Option Plan, and any and all post-effective amendments to
such Registration Statements, and to file the same, with all
exhibits thereto and documents in connection therewith, with
the SEC; and
(iii) 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 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
(iv) 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
(v) 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 29th day of
February, 2000.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 19th day of February,
1999.
/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, 1998 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 Registration Statements on Form S-
8, or on such other form as may be appropriate, for
registration of shares of the Company's common stock,
without par value ("Common Stock"), to be offered and sold
under the Reynolds Metals Company 1999 Nonqualified Stock
Option Plan, and any and all post-effective amendments to
such Registration Statements, and to file the same, with all
exhibits thereto and documents in connection therewith, with
the SEC; and
(iii) 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 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
(iv) 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
(v) 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 29th day of
February, 2000.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 19th day of February,
1999.
/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, 1998 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 Registration Statements on Form S-
8, or on such other form as may be appropriate, for
registration of shares of the Company's common stock,
without par value ("Common Stock"), to be offered and sold
under the Reynolds Metals Company 1999 Nonqualified Stock
Option Plan, and any and all post-effective amendments to
such Registration Statements, and to file the same, with all
exhibits thereto and documents in connection therewith, with
the SEC; and
(iii) 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 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
(iv) 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
(v) 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 29th day of
February, 2000.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 19th day of February,
1999.
/s/ Jeremiah J. Sheehan
---------------------------
Jeremiah J. Sheehan
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, 1998 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 Registration Statements on Form S-
8, or on such other form as may be appropriate, for
registration of shares of the Company's common stock,
without par value ("Common Stock"), to be offered and sold
under the Reynolds Metals Company 1999 Nonqualified Stock
Option Plan, and any and all post-effective amendments to
such Registration Statements, and to file the same, with all
exhibits thereto and documents in connection therewith, with
the SEC; and
(iii) 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 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
(iv) 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
(v) 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 29th day of
February, 2000.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 19th day of February,
1999.
/s/ Joe B. Wyatt
---------------------------
Joe B. Wyatt