RJR NABISCO HOLDINGS CORP
DEFA14A, 1996-03-27
COOKIES & CRACKERS
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                                (Rule 14a-101)
                    INFORMATION REQUIRED IN PROXY STATEMENT
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                                 LeBow . . .

                 In 1985, Bennett LeBow acquired MAI Systems.

                   In 1986, LeBow acquired Liggett & Myers.

                      In 1987, he acquired Western Union.

                                ... LeBankrupt.

            In 1992, Western Union, renamed New Valley Corporation,
                       filed for Chapter 11 bankruptcy.

                 In 1993, MAI filed for Chapter 11 bankruptcy.


That same year, Liggett - by then known as Brooke Group - admitted that it
might have to seek protection from creditors in U.S. Bankruptcy Court.


All the while, LeBow enriched himself, at one point forcing shareholders to
take him to court to recover $16 million in loans and $6.25 million in
preferred dividends that LeBow had paid to himself.


                                ANY QUESTIONS?

For RJR Nabisco shareholders, the question is simple: Now that LeBow has cost
the tobacco industry more than $10 billion in stock price value through his
recent "settlement" pact with plaintiffs' attorneys, will RJR Nabisco become
the latest chapter in his history of irresponsible self-dealing?

          Vote your proxy for the Board of Directors of RJR Nabisco.

                           You can't afford not to.

                               RJR Nabisco logo

Vote your WHITE proxy today.  If you have any questions or need assistance in
voting your WHITE proxy, please call:

         MACKENZIE
         PARTNERS, INC.                D.F. KING & CO., INC.

Toll-Free 800-322-2885                 Toll-Free 800-290-6430





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