RJ REYNOLDS TOBACCO HOLDINGS INC
11-K, 2000-06-28
CIGARETTES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM 11-K

             (Mark One)
                 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 30, 1999

                                       OR

               [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

               FOR THE TRANSITION PERIOD FROM ________ TO ________


                         COMMISSION FILE NUMBER: 1-6388

                                   -----------

            A. Full title of the plans and the address of the plans,
               if different from that of the issuer named below:

                     R. J. REYNOLDS CAPITAL INVESTMENT PLAN

                  SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
                  R. J. REYNOLDS TOBACCO COMPANY IN PUERTO RICO


         B. Name of issuer of the securities held pursuant to the plans
               and the address of its principal executive office:

                      R.J. REYNOLDS TOBACCO HOLDINGS, INC.
                              401 NORTH MAIN STREET
                          WINSTON-SALEM, NC 27102-2866



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                              REQUIRED INFORMATION



1.   Not applicable.

2.   Not applicable.

3.   Not applicable.

4.   The R. J. Reynolds Capital Investment Plan, referred to as the Capital
     Investment Plan, and the Savings and Investment Plan for Employees of R. J.
     Reynolds Tobacco Company in Puerto Rico, referred to as the Savings and
     Investment Plan, are subject to the requirements of the Employee Retirement
     Income Security Act of 1974, referred to as ERISA. A copy of the most
     recent audited financial statements and schedules of the Capital Investment
     Plan and the Savings and Investment Plan, prepared in accordance with the
     financial reporting requirements of ERISA, are attached as Exhibit 99.1 and
     Exhibit 99.2, respectively, to this report.


Exhibits:

23.1     Consent of Deloitte & Touche LLP.

99.1     Audited financial statements and schedules of the Capital Investment
         Plan for the year ended December 30, 1999.

99.2     Audited financial statements and schedules of the Savings and
         Investment Plan for the year ended December 30, 1999.




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                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plans) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.

                                 R. J. Reynolds Capital Investment Plan

                                 Savings and Investment Plan for Employees of
                                   R. J. Reynolds Tobacco Company in Puerto Rico



Date:  June 28, 2000             /s/ McDara P. Folan, III
                                 -----------------------------------------------
                                 McDara P. Folan, III
                                 Secretary, RJR Employee Benefits Committee



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                                  EXHIBIT INDEX


Exhibits


23.1     Consent of Deloitte & Touche LLP.

99.1     Audited financial statements and schedules of the Capital Investment
         Plan for the year ended December 30, 1999.

99.2     Audited financial statements and schedules of the Savings and
         Investment Plan for the year ended December 30, 1999.





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