EXHIBIT 5





                          May 28, 1999


Reynolds Metals Company
6601 West Broad Street
Richmond, Virginia  23230

Ladies and Gentlemen:

     I am Senior Vice President and General Counsel of Reynolds
Metals Company (the "Company").  I, together with attorneys
acting under my supervision, have acted as counsel to the Company
in connection with, and have participated in the preparation of,
a Registration Statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission
relating to the registration under the Securities Act of 1933 of
debt securities of the Company having an aggregate initial
offering price of up to $150,000,000 (the "Debt Securities"). The
Debt Securities are to be offered from time to time by the
Company on terms to be determined at the time of the offering and
are to be issued under an Indenture, dated as of April 1, 1989,
as amended by Amendment No. 1 dated as of November 1, 1991 (the
"Indenture"), between the Company and The Bank of New York, as
Trustee (the "Trustee").

     I, or attorneys under my supervision, have examined such
corporate records, certificates and other documents, and reviewed
such questions of law, as I have considered relevant or necessary
for the purpose of this opinion.

     Based upon the foregoing, in my opinion, the Debt
Securities, when duly executed and delivered by the Company and
authenticated by the Trustee in accordance with the Indenture,
with the terms of any series thereof having been duly established
in conformity with the Indenture, and when issued for value as
contemplated by the Registration Statement, will be legally
issued and will constitute valid and binding obligations of the
Company enforceable against the Company in accordance with their
respective terms, except as enforceability may be limited by
applicable bankruptcy, reorganization, insolvency, fraudulent
transfer, moratorium and similar laws affecting the enforcement
of creditors' rights generally and by general equitable princ
iples, and except that no opinion is expressed as to the avai
lability of the remedy of specific performance.


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Reynolds Metals Company
May 28, 1999
Page 2


     I express no opinion as to the laws of jurisdictions other
than the laws of the State of New York, the General Corporation
Law of the State of Delaware, and the federal laws of the United
States of America.

     I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the
caption "Legal Matters" in the Registration Statement.

                                   Very truly yours,


                                   /s/ D. Michael Jones

                                   D. Michael Jones