EXHIBIT 10.40



                     STOCK OPTION AGREEMENT


          THIS AGREEMENT, dated May 21, 1999, between REYNOLDS
METALS COMPANY, a Delaware corporation ("Reynolds"), and [INIT]
[NAME] ("Optionee").

          WHEREAS, the Committee designated to administer the
Reynolds Metals Company 1999 Nonqualified Stock Option Plan
("Plan") has selected Optionee as an Eligible Employee (as
defined in the Plan) to whom an option is to be granted under the
Plan, and has recognized that through Optionee's efforts and
because of Optionee's responsibilities, Optionee is in a position
to contribute substantially to the overall success and growth of
Reynolds;

          NOW, THEREFORE, the parties agree as follows:

               1.  Reynolds grants to Optionee an option to
          purchase from Reynolds the number of shares of its
          Common Stock, no par value, listed on the Schedule(s)
          hereto and executed by Reynolds and Optionee, at the
          prices indicated opposite such shares on such
          Schedule(s), and otherwise in accordance with the terms
          and conditions stated in the Plan.

               2.  Subject to the terms of the Plan, the option
          shall be exercisable in whole or part, from time to
          time, on and after the date or dates indicated opposite
          such shares on the Schedule(s) hereto, but in no event
          later than the earlier of (a) ten years from the date
          of the grant or (b) the date specified in the Plan
          relating to Optionee's termination of employment with
          Reynolds and its subsidiaries.  No option may be
          exercised for less than 100 shares of Common Stock
          unless the Optionee is electing to exercise all the
          remaining options then exercisable on the applicable
          Schedule.

               3.  This Agreement is at all times subject to the
          terms and conditions of the Plan, which terms and
          conditions are incorporated herein by reference.
          Optionee is aware that under the Plan no option may be
          exercised if his or her employment terminates for any
          reason within one year of the date of the grant, except
          as otherwise permitted under the terms of the Plan.

               4.  All notices to Reynolds must be in writing,
          addressed to the Director, Employee Financial Services,
          Reynolds Metals Company, 6601 West Broad Street,
          Richmond, Virginia 23230-1701, and are effective upon
          receipt.


               5.  The effectiveness of this Agreement and of any
          grant of an option hereunder are subject to compliance
          with all applicable laws and regulations and to receipt
          of any governmental approvals necessary for the
          performance by the parties of their obligations
          hereunder, including but not limited to compliance with
          and approvals under all applicable exchange control and
          securities laws.

          IN WITNESS WHEREOF, Reynolds and Optionee have executed
this Agreement in duplicate as of the date first above written.

                              REYNOLDS METALS COMPANY




                              By_______________________________



                              _________________________________
                                        Optionee