Exhibit 8


                          May 28, 1999


Reynolds Metals Company
6601 West Broad Street
Richmond, Virginia 23230

Gentlemen:

     I am Tax Counsel of Reynolds Metals Company (the "Company").
I have acted as tax counsel to the Company in connection with,
and have participated in the preparation of, a Registration
Statement on Form S-3 filed with the Securities and Exchange
Commission (the "Registration Statement") 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").

     In my opinion, the following are the material United States
federal income tax consequences of the purchase and ownership of
debt securities which are held as capital assets by United States
Holders (as defined below).  This opinion does not deal with
special classes of holders such as dealers in securities or
currencies, persons holding debt securities as a hedge or debt
securities that are hedged against currency risks, non-United
States Holders or United States Holders whose functional
currency is other than U.S. Dollars.

     In reaching this opinion, I have relied on the provisions of
the United States Internal Revenue Code of 1986 (the "Code") and
final or temporary United States Treasury Regulations
("Regulations").  In the absence of final or temporary
Regulations, I have relied on available proposed Regulations and
legislative history.

     As used in this opinion, the term "United States Holder"
means a beneficial owner of a debt security that is for United
States federal income tax purposes (1) a citizen or resident
of the United States, (2) a corporation, partnership or other
entity (treated as a corporation or a partnership for federal
income tax purposes) created or organized in or under the laws
of the United States, any state thereof or the District of
Columbia (other than a partnership that is not treated as a
United States person under any applicable Treasury regulations),
(3) an estate whose income is subject to United States federal
income tax regardless of its source or (4) a trust if a court
within the United States is able to exercise primary supervision
over the administration of the trust and one or more United
States persons have the authority to control all substantial
decisions of the trust.


 2
Reynolds Metals Company
May 28, 1999
Page 2


     Payments of Interest.  Interest on a debt security, other
than interest that is taxable under Code rules dealing with
original issue discount or market discount, will be taxable
to a United States Holder as ordinary income at the time it is
received or accrued, depending on the United States Holder's
method of accounting for tax purposes.

     Purchase, Sale and Retirement of the Debt Securities.  A
United States Holder's tax basis in a debt security which is not
an original issue discount security will be its U.S. dollar
cost.  A United States Holder will recognize gain or loss on
the sale or retirement of a debt security equal to the
difference between the amount realized on the sale or
retirement and its tax basis in the debt security.  To the
extent the amount received upon sale or retirement of a debt
security represents accrued interest, the United States Holder
will treat such amount as interest income as described above
in "Payments of Interest."  Except in the case of certain
original issue discount securities, gain or loss recognized on
the sale or retirement of a debt security will be capital gain or
loss and will be long-term capital gain or loss if the debt
security was held for more than one year.

     Original Issue Discount Securities.  Under the Code, if debt
securities having a maturity of more than one year from their
date of issue are issued at an original issue discount, United
States Holders generally will be required to include such
original issue discount in gross income for United States
federal income tax purposes before receiving cash attributable
to such income.  Special rules would apply to debt securities
having a maturity of less than one year issued at an original
issue discount.

Backup Withholding and Information Reporting

     Payments of principal, premium, if any, and interest, if
any, made within the United States by the Company or any of its
Paying Agents, and the accrual of original issue discount are
generally subject to information reporting with respect to non-
corporate United States Holders.  "Backup withholding" at a rate
of 31% will apply to such payments if the United States Holder
fails to provide an accurate taxpayer identification number or to
report all interest and dividends required to be shown on its
federal income tax returns.

     I consent to the reference to me under the captions "United
States Taxation" and "Legal Matters" in the Registration
Statement and to the filing of a copy of this opinion as an
exhibit to the Registration Statement.

                                   Very truly yours,


                                   /s/ Robert A. Warwick

                                   Robert A. Warwick
                                   Tax Counsel