RJR NABISCO HOLDINGS CORP
DEFA14A, 1996-02-08
COOKIES & CRACKERS
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                                    RJR Nabisco, Inc.
                              Quarterly Investors Meeting 
                                    February, 1, 1996
                                      New York City


              Video:  Huntley R. Whitacre speaking to an audience.  Behind
                      Mr. Whitacre is a slide and to his right is an
                      overhead projector.

              Audio:  Voice of Huntley R. Whitacre, Senior Vice President,
                      Investor Relations 


              I thank you all for coming here this morning.  As usual, I
              will review the quarter, say a few words about the year.  And
              then turn it over to our guest speaker, which as you know is
              Andy Schindler, who is president and CEO of our domestic
              tobacco operations.

              This was a timely period to have Andy come and talk to you.
              Because really, the domestic tobacco side of our business was
              the standout in a year which was essentially disappointing.
              And I'll talk about some of the pluses and minuses in just a
              second for the year. 

              But I think Andy had a very good year.  And I think that this
              is a good time to make sure that Andy is known to you and
              Andy communicates to you what he has on his mind for this
              very important segment of our business.  What I want to do
              first is talk about 1995 accomplishments.

              [Display of Slide 1]*

              * All slides are attached hereto in Appendix A.

              Because there were a lot of accomplishments.  I think if you 
              read the newspapers and you see some of the things that are
              being said in the newspaper, you sort of lose sight of the
              fact that this company is very active in trying to accomplish
              a lot of different things.  Some more successfully than
              others, obviously.  But nevertheless, it's not for lack of
              trying to do things.

              We always try to do things.  And I think if I put a list of
              activities of this company up since the LBO, I would match
              that list of activities against anybody's activities, any
              corporation.  But obviously there are a lot of issues and 
              problems that this company has had to deal with.  In looking
              at this list of accomplishments for 1995, the Nabisco IPO is
              the first one that I've put on that list.

              We have freed up Nabisco. Is it a prisoner? It's not a
              prisoner per se.  Sure, there are restrictions on Nabisco, in<PAGE>





              terms of what it can do, in terms of acquisitions.  It has
              some limitations on making acquisitions for stock, some.  Not
              a total restriction on doing acquisitions for stock.
              But it is a separate company. It has a separate board. It's
              got its separate balance sheet which we set up during the
              year. Of course, in this audience today are a lot of analysts
              who cover Nabisco and a lot of investors who own the stock.
              And there's a direct rapport between the Nabisco management
              and those investors.  So we have unburdened Nabisco and we've
              given it identity.

              And it is free to do what it wants to do. It's not controlled
              by the minds of corporate at RJR Nabisco. It's run by John
              Greeniaus and I think all of you who know John Greeniaus
              appreciate the fact that John Greeniaus is a superb, superb
              manager.  So Nabisco has been freed up.  And of course, our
              reason for freeing it up in that manner, even though we were
              restricted in trying to free it up totally, we wanted to give
              it its own identity.

              And we wanted to establish some value for that great food
              asset, which we of course have done quite successfully.
              Nabisco is performing well in the marketplace.  Its earnings
              in 1996 look very positive, and I'll talk a little bit more
              about that later.  But we have given a clear valuation to
              Nabisco.  Which you are free to use in trying to value RJR
              Nabisco.  

              KKR Exit. We sometimes forget that this company had KKR as
              its primary owner.  KKR was on our board.  KKR owned half of
              our stock.  We don't talk about that anymore.  It's gone,
              it's done, it's out.  The risk is no longer with us.  But
              remember, that they had half of our stock.  And you as
              investors took over that stockholding earlier this year.

              There is a tremendous burden on the marketplace with
              absorbing all those shares.  We can't forget the impact of
              those shares on the marketplace and the performance of the
              stock, certainly earlier in the year.  We established a
              dividend...  $1.50 dividend, which on a full-year basis will
              absorb $400 million of our cash.

              $1.50 dividend, the stock has close to five percent yield,
              and as you know, we plan to raise that dividend.  But we did
              establish a dividend in 1995 first time.  RJRT strengthened
              its management, strengthened its full price trends.  And I'm
              not going to talk about that.  That's what Andy Schindler is
              going to talk about.  So we're just going to wait to listen
              to him on that one.

              Tobacco International. As you know they relocated their
              headquarters.  Now they're in Geneva.  I'm anxious to get
              over there and see those people.  But Geneva is where 75
              percent of the business we do internationally is done.  We're<PAGE>





              integrating this headquarters operation, where the business
              is done, we're closer to the markets.  We think it's a better
              way to organize that business.

              There are going to be cost savings that come out of that
              reorganization.  And at the same time there are going to be
              some tax advantages that we will get in 1996 and 1997, going
              on out.  We have a new CEO for our international tobacco
              business.  And it's my plan to have that new CEO at this
              meeting three months from now.  So Pierre de Labouchere is
              the 41-year-old who is running our international tobacco
              business.

              He's been with us for 15 years. It's time to bring him
              forward and have him talk to you about the great prospects
              for Tobacco International.  And I mentioned renewed growth on
              the slide.  Because as you know, in 1995, we did have
              problems with the sort of geographic split of our
              international tobacco business where we had areas of
              volatility.  We also were faced with some price competition,
              price wars in Puerto Rico.  Canada was somewhat of a
              disappointment.  But we turned a lot of that around as we
              went into the fourth quarter.  And one of the messages that
              we send to you as we talk here today is that the fourth
              quarter volumes were up eight percent.  Earnings were up four
              percent.

              And we're heading into a period where the comparisons will
              get better in the Tobacco International business.  I can't
              avoid the dig, apparently, just reading from the newspaper,
              that our Tobacco International business was the fastest
              volume grower in the fourth quarter among the major tobacco
              companies.  Apparently, Philip Morris grew one percent in
              their volume, probably a year over year kind of distortion
              situation. But we were up eight percent.  Just wanted to let
              you know.  
                                 [LAUGHTER FROM AUDIENCE]
                           (MALE VOICE FROM AUDIENCE: "We got it.")

              Got it.  Food.  And new product successes.  I'll mention a
              few details in just a minute when I get into some of the
              numbers.  But this is a terrific new product machine.

              Sixty-eight percent of the new products that we identify are
              exceeding our expectations.  As you know, our new product
              definition is products introduced in the prior two years.  So
              1994, 1995, we categorized those.  And we make assessments of
              how we're doing with those new products against expectations.

              And our analysis is that 68 percent of those products are
              doing better than expectations.  And only 18 percent are
              below expectations.  I think that's a terrific measure.  Not
              all of those products are going to survive, naturally, but
              this company generated some terrific new product successes in<PAGE>





              1995 at some expense. But it's a base for profits as we go
              forward. 

              They made several acquisitions and they'll continue to make
              some acquisitions.  We're working on some at this point. But
              they tend to be the modest kinds of acquisitions. I don't
              think anybody feels that Nabisco is hindered from making a
              multi-billion dollar deal. I don't think any of you think
              that's what Nabisco is trying to achieve or needs to achieve.  

              I think rather most people feel that what Nabisco is looking
              for in acquisitions are the fill-ins, the add-ons in the
              international side, and perhaps some niche acquisitions in
              the domestic side.  But this is not a company that is looking
              for a major new area of growth, and therefore needs to have
              the freedom to make a major multi billion dollar acquisition.  

              That's just not the strategy of Nabisco.  It's a new product
              focused company, in areas that we feel we've got a lot of
              room to grow with.  Competitive climate, of course, is sort
              of the key words for the things that were bothering Nabisco
              in 1995.  Earnings were up in 1995.  But fourth quarter was
              flattish.

              The competitive conditions with Keebler, with Fisher.
              Businesses whose parents were selling them, the throes of
              exiting the business were an additional challenge, as you
              might say, to the company, as they went through 1995.  Those
              companies have found new owners. And we think with the new
              owners that the businesses will operate in a more profitable
              way.  And we're excited about what that means for improving
              selling prices and margins in the biscuit business and nut
              business in 1996.

              Corporate.  Corporate downsized.  I may not be thinner this
              year, but our corporate headquarters is thinner.  We
              downsized our corporate headquarters from some 200 down to
              about 75 people.  Does this sound like entrenched management?
              No, it's a corporate group that says we decentralize, we give
              a lot of power out to the operations. But we did downsize.  

              We issued TOPrS.  As you know, we had the Series B, the
              preferred, which was costing us something like ten percent
              after tax.  But we exchanged that security for those TOPrs
              securities.  And we get tax deductibility for the TOPrS
              interest.  And we remove the preferred dividend, which is
              earnings friendly.  

              So we issued the TOPrS.  Of course, we created a new bank
              credit agreement as the year progressed, and corporate was
              very important in the bond exchange offers that occurred
              during the interim mid year.  John DeLucca is here, who
              worked actively on that deal.  And we give John a lot of
              credit.<PAGE>





              Earnings. I say a good fourth quarter.  Earnings were
              disappointing, as you know all.  Obviously we come here every
              quarter and we sort of give you a report card of how we're
              doing.  And I will tell you that the report card I think for
              the fourth quarter this year was a much better report card.
              Our earnings were up.  

              They were up 13 percent, 60 cents versus 53.  And I would
              tell you that that is, I'm not saying 13 percent, but the
              momentum is clearly that we will see favorable comparisons as
              we move into 1996.  And we expect 1996 to be up.  So those
              are just some of the accomplishments.  [Display of Slide 2]
              I'm really going to go very quickly on the numbers.  Because
              I do think that you've had a chance to look at the numbers.  

              The conference call earlier this year talked about the
              numbers ad nauseam.  Perhaps that's my reflection of taking
              two days on conference calls to talk to you about Nabisco
              first and then RN.  And I sort of feel my voice drones on.  I
              hear myself at night talking, as I would over a telephone.
              Not pleasant.  What I wanted to identify for you on this
              chart is not so much the tobacco business, because Andy's
              going to talk about the domestic side.

              Obviously the four percent revenue increase for the year on
              tobacco international was positive, although earnings were
              down somewhat for the year, for tobacco international.  What
              I wanted to mention to you was that for food, for Nabisco,
              that the new products that we measure were over a billion
              dollars.  I think most of you know that we were targeting a
              billion dollars for new products for 1995.

              John Greeniaus has talked about that.  The number that we
              achieved was a billion 0-67 ($1.067 billion).  Which is 19
              percent of our sales. In other words, business generated in
              the last two years represents 19 percent of our sales dollars
              in 1995.  I mentioned the 67 percent of that exceeds their
              expectations and only 18 percent are below expectations. 

              Breakfast bars.  Our whole breakfast snack initiative, which
              we did in 1995, we went national in the second quarter, beat
              our plan by 41 percent.  So we were extremely pleased with
              the reception of that product.  And our market share is
              holding very steady.  Even as we increase the pricing level
              to get the margins into that business.  As you know, we
              introduced the product line at somewhat of a price advantage
              over the existing products.

              We had some product uniqueness as well.  But our program has
              been to raise the margin to get more profit out of the
              business, and we were making good progress in the fourth
              quarter in doing that.  So the swing in profits in our
              breakfast bar business, going into 1996, some 30, $35 million
              that John Greeniaus has talked to you about, is being<PAGE>





              achieved as we look at what the success is in the fourth
              quarter, in getting our margins to a more proper level.

              LifeSavers. Speaking of new products as being repositioned,
              you know, we've talked about that for a long time.  We were
              only in 15 percent of the country, and giving people this
              longer roll, in December we went to 40 percent of the
              country, 40 percent more.  And then we'll finish up this
              national roll out in the first quarter.

              So I think you're going to begin to see some better figures
              for LifeSavers as we go forward.  The turns we get with the
              larger value rolls, is almost double what the turns were for
              the smaller roll.  So this approach to giving more value to
              the consumer seems to be hitting a very positive chord with
              the consumer.  So we think this is an answer for the trends
              in LifeSavers hard roll candy.

              And I mention that, because it says that management has done
              a good job in analyzing the problems of a very old product,
              this LifeSavers roll and addressed what they think are the
              real issues.  And it seems to be turning that business
              around.  And it's good to turn around businesses that have
              been around for a long time. 

              OCC, for the full year, was down one percent.  And that's not
              particularly good.  But I wanted to segue from the full year
              data of that sort to just the fourth quarter, [Display of
              Slide 3] because all of a sudden, you start to see a little
              more life in the numbers.  A little more life in the numbers.
              Am I making a point?  Well, I hope so.  Sales were up seven
              percent.  That's a little bit more life in those numbers.

              And OCC is up five percent, not down one.  Up five percent.
              That's great.  That's better. I know you wanna see better
              quality earnings. You want to see it driven by the OCC line.
              You don't want to see it driven by interest expense, although
              hey, we'll take it any way we can get it.  But five percent
              up in OCC, it's a good trend, and that we expect will
              continue.  Domestic tobacco was up slightly.  Tobacco
              international was up five percent.

              Food was down one.  And corporate was better.  The corporate
              benefit had $16 million for corporate in the quarter, is the
              run rate for corporate headquarters.  So you can use that
              kind of run rate going forward.  The $50 million for the
              prior year reflected some employee programs which we
              disclosed at that time, that boosted that number as well as a
              larger sized corporate group.

              I did want to take a little time for the fourth quarter to go
              through the other lines.  [Display of Slide 4] Operating
              income rose seven percent.  Interest expenses at $236 million
              were essentially flat.  But the point there is that included<PAGE>





              in the interest expense of $236 million is $23 million for
              TOPrS.  TOPrS came in on the fourth quarter.  TOPrS will
              therefore be incrementally additive to the interest expense
              line for 1996.

              TOPrS full year expense is $95 million.  We've taken $23 of
              that in the fourth quarter. Incrementally, we've got $72
              million to go in 1996.  But 236 is probably a good run rate
              for our interest expense. Maybe a little bit more than that
              as we go into 1996.  We did $900 million in interest expense
              in 1995.

              We'll probably do about $940 million in 1996.  So I just want
              to try to integrate for you, the fact that this interest
              expense number will go up because of TOPrS.  The things we
              did to actually save us money after tax.  But for the full
              year, we'll be up some.  But there will be net savings as you
              look at the fact that the preferred dividends come down
              sharply for 1996.

              Tax rate.  This is all normalized by the way.  What I'm
              showing you are numbers for the fourth quarter that exclude
              the restructuring charges.  I decided that I would show you
              the set of numbers, because the press release shows you the
              other numbers.  

              You're welcome to look at the press release and see the
              impact of the restructuring charges. But I'm showing you
              continuing earnings.  So I hope you appreciate that this
              continuing earnings excludes the restructuring charges.
              Other expense was not significantly different for the
              quarter.  The tax rate was 43.2 percent, slightly lowered.
              Minority interest, of course, was a feature.  That's the
              Nabisco minority interest. A feature for this quarter wasn't
              in the prior year.

              Because we weren't public with Nabisco at that time.  And now
              you start to see on the preferred dividend line that seven
              million dollars was the preferred dividends for the quarter.
              Down from the $29 million of the prior year.  This is where
              you're starting to see the benefit of doing the TOPrS, while
              the TOPrS adds to the interest expense, there's the tax
              deduction.

              But you see that very sharp decline in preferred dividends.
              So there's a nice trade off there, after tax, on the TOPrS
              versus the preferred dividends.  $126 million is the goodwill
              add back.  Again, I re-emphasize the fact that we have a lot
              of goodwill and trademark amortization that burdens our
              reported numbers.  For a full year, the goodwill amortization
              is $512 million.

              That's $1.55 a share.  I tell people, I am willing to have my
              salary paid out of that.  It's good stuff. I can pay a<PAGE>





              mortgage with that trademark and goodwill amortization stuff.
              Added back, it's cash that we have. It's what we earn.  The
              accountants, though, put a little bracket around it and say
              it's called trademark and goodwill amortization.

              But our earnings for 1995 on a cash earnings basis, the add
              back of this trade mark and goodwill was $3.85.  It's all
              real money.  It's good money. It's money that we can use for
              dividends.  We can use for other corporate purposes, and
              we'll come to that a little bit later.  [Display of Slide 5]
              This will sort of tee up Andy a little bit.  Hopefully not
              tee him off. I mean, this is to be teed up.  

              Domestic tobacco for the year, their total volumes were down
              five percent, but clearly the savings side was where the
              penalty was.  Tobacco International was up slightly at one
              percent.  Nabisco's volumes for the year, this is U.S.
              volumes, were up four percent.  We at Nabisco only do the
              U.S. piece for volume. Actually our volumes are up much more
              strongly than that, if you take a look at the international
              side of the picture.

              But our friends at Nabisco don't like to capture that.  I'll
              just give you a few volume comparisons for the U.S.
              operations, because I think it's sort of interesting.
              Fleischmann's volumes were up 24 percent.  They still would
              have been up without the Parkay acquisition.  It would have
              been up a couple of percent.

              But Fleischmann's was up 24 percent for the year.  Biscuit
              was up six percent for the year.  The analysts, of course,
              tend to look at crackers and cookies, and tend to look at
              breakfast bars and separate the two.  But one has to remind
              oneself that the Biscuit is clearly getting into a new area
              of the grocery store.  This is Biscuit's thrust.  

              Biscuit's volumes as a business unit were up six percent.
              Very strong volume growth.  If you want to look at just at
              the cracker and cookie business alone, the volume growth
              there was essentially flat.  For the fourth quarter, however,
              volume growth in the cracker side was up eight percent.
              Dollars were up eight percent.  Volumes were up six percent.

              So crackers strengthened as the year progressed.  Cookies
              didn't get that strengthening. Cookies, there's more new
              product activity in the marketplace which held back our
              volume trends in the cookie side of the business.  But
              overall, Biscuit volumes were up terrifically. I'm going to
              have to watch my time here. Food service up nine percent.
              Strong volume for the year. Especially up two percent,
              excluding Ortega.  Strong volume gains.  LifeSavers was even.
              But I think you're going to see LifeSavers begin to improve
              as this program we have to regenerate-- you know what I 
              mean-- get that program going-- [LAUGHTER FROM THE AUDIENCE]<PAGE>





              (Male voice from the audience: "Reinvigorating")--
              reinvigorating these analysts is going to help the volume
              comparisons for LifeSavers.  Canada up nine percent in
              volume.  Good strong figures.  Brazil, despite the fact that
              Nabisco doesn't provide this number publicly, Brazil up 16
              percent.  Not bad.

              Planters down seven percent.  We know the problems with
              Planters. See, I've gotta keep track of which stack I'm using
              here.  Hold on.  [Display of Slide 6]  For the fourth
              quarter, the only point I would make here, and I think Andy
              will make it too, is that we were very pleased with our full
              price performance.  Savings trends were more modest.  Down
              six percent rather than the down 12 that the earlier slide
              showed you. 

              Tobacco International up eight percent.  U.S. volumes up
              seven percent in the fourth quarter.  A stronger picture for
              volumes for Nabisco.  [Display of Slide 7] The old earnings
              per share slide.  Probably the only  company in the world
              that has to show this kind of a slide where we want to
              identify what the preferred dividends were for the quarter
              and shares outstanding so that you can calculate the earnings
              per share number.

              Seven million dollars is the preferred ESOP subtraction for
              the fourth quarter.  Ninety-eight million dollars for the
              1995 full year.  We going forward, will have $31 million next
              year instead of the 98.  Thirty one million dollars.  I know
              on the conference call I may have confused you, only because
              I made a misstatement.  But $31 million is what I meant to
              say to Fred's question about what will be preferred dividends
              for 1996.

              Thirty-one million dollars is that number.  That includes the
              three million for the ESOP Preferred tax benefit that we had
              back.  Three hundred and thirty point five million dollar
              shares.  A little higher, because the price of the stock,
              having moved up somewhat, the treasury method of accounting
              says that we have more shares outstanding.  So 330.5 million
              shares is the shares outstanding that we will use for our
              numbers. 

              [Display of Slide 8]

              Cash flow highlights.  Had a lot of questions about Capex
              for 1995.  Capex came in at $744 million.  Of that, $512
              million was food.  The balance was tobacco.  Principally,
              tobacco international.  $513 million dollars. 

              Foods-- Capex were up rather meaningfully for the year.  They
              were up from $455 million in 1994.  So, Food is the major
              user of Capex and this company.  Working capital had a
              significant outflow.  A lot of this, is, of course, timing.<PAGE>





              But specifically, the two items that were working against us
              in 1995 had to do with receivables, which were strongly up in
              Nabisco, and that reflects the fact that December was very
              strong.

              So, receivables were up strongly at the end of the year for--
              for Nabisco.  And inventories were up rather meaningfully for
              Tobacco International.  Interest payments.  That's really a
              timing factor.  And also, the fact that our interest costs
              for the year were lower.  Dividend payments, $599 million.
              Okay.  I-- I think you oughtta know the breakdown of this
              number.  Because a lot of you like to assess our capability
              for paying dividends, and what's-- what's ongoing.  And let
              me tell you how that number breaks down, because I think it's
              good information to have.

              The PERCS dividend is $160 million.  As you know, that's also
              the same number for 1996.  May of `97, PERCS go away.  The
              preferred B dividends in 1995 were $98 million.  The ESOP
              preferred dividends were $14 million.  There's $15 million in
              Nabisco dividends that are included in the $599.  $15
              million.  That's the piece that's paid to the 20 percent
              shareholders.  And the common dividend was $312 million.

              Now, the common dividend that I talked to you about is just a
              three quarter number.  1996, we'll have four quarters of
              that.  Plus, we'll have a higher number.  But $599 million is
              how that breaks down.  Free cash flow works out to $348
              million.  Free cash flow is what we have available for debt
              repayment, acquisitions, et cetera.  And the food business
              was $132 of that $348.  RN stand-alone, excluding the food
              business, was $216 million.

              [Display of Slide 9]

              Okay.  Coming down to the end.  Looking at the net debt.  We
              get a lotta questions about net debt.  Net debt, of course,
              is after we subtract out the-- the cash.  For Nabisco, $4.3
              billion, down from $5.4.  RN stand-alone, $5.3 billion.  And
              these balance sheets are separate, so that's why we break it
              out like that.  RJR Nabisco supports the $5.3 billion.
              Nabisco supports the $4.3.  From a-- from an equity
              standpoint, $4.2 billion is the Nabisco equity, and 

              $7.9 for RN stand-alone.  The debt numbers that I was showing
              you do not include the-- the TOPrS.  The TOPrS-- add another
              $950 million.  

              [Display of Slide 10]

              Last slide.  Outlook.  I'm not gonna give you any earnings
              forecast.  I really do like to stay away from earnings
              forecast.  But, we're gonna focus on the fundamentals.  The--
              the fundamentals are what's going to be the-- the resource,<PAGE>





              for paying more dividends.  For measuring growth in earnings
              that the stock price will reflect.  For paying out more cash
              to-- to shareholders for doing stock buybacks, for making
              acquisitions.  You gotta focus on the fundamentals.  We-- we
              shouldn't forget that.  

              And the only reason I come back to you with that is that
              financial engineering, of course, is what's in the news,
              about how to unlock shareholder value.  We're gonna work on
              that, too.  But we gotta focus on the fundamentals.  And I
              think you, as investors, and as analysts, want this
              management team to be working on the fundamentals.  And yes,
              spending some time on financial engineering.  But if you
              don't have the fundamentals, what good does financial
              engineering do to you?

              We're gonna grow in volume.  I think we've got a pretty good
              volume story.  Tobacco International is headed for, I think,
              a very strong volume year.  After a disappointing 1995.
              Their marketing dollars, that they'll have available to them.
              Because of the restructing they're re-- going through.
              They'll have marketing dollars available to pursue their
              programs.  And this is a large market.  Philip Morris has
              been very successful.  No reason we shouldn't be very
              successful too, in this market, as we have been.  We're gonna
              grow that Tobacco International volume very strongly in 1996.

              Food, as you know, is going to have a very good volume year.
              They've got that momentum in new products.  Andy's gonna talk
              to you about the-- the domestic side, so I don't wanna take--
              take his thunder.  Obviously with volume growth, you're gonna
              be strengthening your market positions.  

              But this is a very fundamental approach.  You-- you-- you've
              gotta address what consumer needs and wants are.  You've
              gotta be exploring new opportunities for your business.  You
              will strengthen your market position as a result.  Obviously,
              you're only gonna do this is if you can grow your earnings.
              And-- we wanna grow our earnings. Could we grow more rapidly
              in 1996?  Perhaps.  But there's always a balance.  And you've
              gotta remember the balance that's important.  There's a
              balance between what you do today and what you do tomorrow.
              And we're trying to work that balance so that we can be
              attractive as a stock, but still fund growth that's important
              for this business longer term.

              And I think the-- the final message for 1996 is that you're
              gonna hear us talking more about cash flow.  And what we can
              do with the cash flow.  And, I think, if Steve Goldstone
              were here, talking to you about this business, one of the
              changes, one of the new views he has of this company is how
              to use the free cash flow for the betterment of our
              shareholders.  <PAGE>





              As you know, Mike Harper had a-- had a history of using cash
              flow to make acquisitions.  We think that while acquisitions
              that offer a high return are the things that we would like to
              do with our money, we're realistic in saying that we're not
              sure that you have that kind of acquisition out there
              available to us.  We think, as we listen to our shareholders-
              - and we do listen to our shareholders.  That there's an
              interest in more dividends. There's interest 
              in stock buyback programs.  And we're gonna con-- be
              considering, as we go through this year, what we can do on
              both measures, to-- to a-- ensure that our shareholders are
              happy and-- and satisfied with what we're trying to do with
              the business.

              As I said over the conference call, the cash flow
              opportunities appear to be growing and developing as we look
              at 1997.  1996 is a year when we've-- essentially identified
              what we're gonna do with most of our cash flow.  But as we
              look at 1997, that's when we see some opportunities
              developing for cash flow that we haven't spoken for yet.  And
              I know a lot of our shareholders are beginning to speak up
              about, "What are you gonna do for us with that cash flow?"
              Well, we're gonna provide you an answer as the year
              progresses.

              That's what I wanted to review with you.  [Mr. Whitacre
              removes the slide and turns the projector off.] And with that
              review, I wanna turn this over to Andy Schindler.  And I've
              got Andy's bio, which he doesn't know I have.  But he
              probably should have assumed that I have it.  But, Andy was
              named CEO in June of 1995.  June of 1995.  In May of 1994,
              Andy was named President and Chief Operating Officer of
              Domestic Tobacco.  Prior to 1994, Andy went through a series
              of jobs.  Actually, one of those jobs landed him with a food
              company in Parsippany, New Jersey.  But-- wasn't there for
              very long, Andy.  I don't know what happened.  (LAUGHTER)
              But-- he-- he was a-- a--     

              (ANDY SCHINDLER'S VOICE:  "I got a phone call.")  

              You got a phone call.  Okay.  He was too valuable up north--
              down south, there.  He's been in various operations, from
              managing plants to operations, to personnel, to managing the
              business.  And he went to Franklin and Marshall.  Got his BA
              there.  And has a Masters in Business from the Wharton School
              of the University of Pennsylvania.  

              For those of you who have heard Steve Goldstone recently.
              Steve has said, "Gosh, you guys oughtta go and visit Andy.
              Andy's doing a terrific job."  Well, we thought we'd bring
              Andy up here, so you don't have to go down to Winston, and
              introduce you to Andy Schindler, who's doing a great job.
              Andy?  It's over to you. <PAGE>





              Video:  Andrew Schindler speaking to an audience.  Behind Mr.
                      Schindler is the slide screen and to his right is an
                      overhead projector.

              Audio:  Voice of Andrew Schindler, CEO, R.J. Reynolds Tobacco
                      Company

              Mark Cohen, I was talking to, before we got started, in the
              meeting.  And he said, "Are you ge-- are you ready to dazzle
              us?"  And I said, "No."  I said, "That's not on my agenda.  I
              mean, ultimately this room will be dazzled when we have
              earnings growth, growth in equity based share of market.
              Strong brands.  That's when dazzle happens."  So, my mission
              here today isn't to dazzle anybody, but to tell you-- you
              know, how I-- how I see this business.  Issues we're focused
              on.  What we're trying to do about it.  And my confidence in
              terms of our ability to be a strong-- number two in this
              business.  So, if that leads to dazzling, fine.  But that's
              not what this is all about.

              Let me-- before we get into, you know, the details of this,
              let me give you a little insight into some of the things, in
              particular, one that we kind of-- let me turn this off for a
              second-- got into this year.  It'll give you a little insight, 
              perhaps, in how we're approaching this business, and the 
              various issues that we have.  Along about-- it was early May, 
              mid-May, somewhere in that period.  I gathered up, you know, a 
              few of the key Marketing people.  And we locked ourselves in a 
              conference room.  And the rules were, we can't bring any data 
              into this room.  We can't bring in mountains of data where 
              we're gonna sit here and sort of explain things to ourselves 
              in a way using data that makes a problem feel better.  

              We're gonna go into this room.  We're gonna take-- and we
              have lots of data.  And the other rule was, if we need data,
              to resolve a difference of opinion, we can send out for it.
              So, we went in there with black flip charts.  Actually, over
              a period of about ten days, in and out.  And all we did was,
              very simple.  We put up on a flip chart, the brand.  Whether
              it's Winston, or Camel, or Salem.  Doral.  With all of our
              brands.  One by one.  We said, "Okay.  Let's talk about the
              brand positioning of this brand.  Strengths and weaknesses."
              And when I use the term, "positioning," which you'll hear me
              use quite a bit as I talk to you this morning.  I'm not ta--
              just talking about the image side of the equation.  I'm not
              just talking about what you see manifested in advertising and
              the image side.  I'm also talking about the combination in
              positioning of the image of your brand, and its product
              difference.  That makes positioning.  

              And we worked our way through-- through each of these brands.
              Very honest, open, candid assessment.  Another rule we had in<PAGE>





              that room is simple language.  You know.  Think like Ernest
              Hemingway wrote.  So, it was a very candid, honest
              assessment.  

              After that, we broke out into small teams.  And went out, and
              spent time with people-- some people that-- are outs--
              obviously, outside of the company.  Knew something about the
              tobacco business.  Perhaps interacted with us over the years.
              Interacted with people that really, we never spend any time
              with.  Who are just observers.  In different industries.  You
              know, the movie industry.  Entertainment industry.  People in
              different kinds of businesses.  And sat with them, and talked
              to them about how they saw this business.  How they saw the
              tobacco industry.  What were their views of it.  How did they
              see Reynolds Tobacco Company inside of that.  Really
              branching out, trying to free our minds from old paradigms
              and biases, and reasons, and excuses, and all that sort of
              stuff, to really get a handle on where our strengths were,
              where the opportunities were, and where we could move.

              Out of that whole process, one of the most interesting
              comments we had from these people that we went to and talked
              to in small teams, was that their perception of the tobacco 
              industry was that it was boring.  And I'm gonna tell you,
              that is not a description of this industry that I would have
              expected to hear.  Nor is it one that I-- being in it, that I
              particularly feel is accurate.  It is not boring.

              But their view-- and they weren't-- you know, they weren't
              thinking about all these external issues, and lawsuits.  They
              were just looking at how this very large, very profitable
              industry behaves in the marketplace.  And from their point of
              view, what they saw is an industry that continued to do in
              the '90's, many of the same things that were done in the
              '70's and the '60's.  The advertising looks the same.  There
              hasn't been any significant product innovation in the-- you
              know, perhaps last 15 or 20 years.  The only-- you know,
              advertising campaign that they said at all represented, in
              their minds, any creativity, was the Camel campaign.

              This was a real eye-opener to us.  It forced us to not just
              look at ourselves, but the opportunities.  And here are a
              bunch of people telling you, in a highly profitable business,
              and industry, everybody's approaching it the way you did 20
              years ago.  

              And so we looked at other categories.  Other opportunities.
              We did a lot of things last year, but that was an eye-opener
              to all of us.  And you'll see-- I wanted to share that with
              you, cuz you'll see some of that reflected in-- some of the
              things I show you today.

              [Mr. Schindler turns the slide projector on.] The end of the
              day, what-- [Display of Slide 11] what are we trying to do?<PAGE>





              We will be a strong number two.  There's a difference between
              being number two, and being a strong number two.  We, I,
              recognize-- and I think this is important.  Perhaps this is a
              subtle point.  But it's important for us, in this business,
              to recognize where we sit, relative to our competition.  It
              is an absolute fact that Philip Morris has one brand that's
              bigger than our whole company.  And it's important for
              everybody in Reynolds to understand that.  And to forget
              about history.  To forget about the fact that it used to be
              number one.  And recognize where you are in this game.

              We're also an organization that sits with very strong
              resources.  You know, a lot of words have been used over the
              last few months about the goal in tobacco is to stabilize--
              earnings.  Stabilize share.  Stabilization of earnings and
              share, on a continuum over time, is not a winning strategy.
              Is not a strong number two.   

              I've got a little weekend hobby.  It's rock climbing.  I
              don't know if anybody in here does that.  But, s-- the notion
              of stabilization in this business is a little bit like rock
              climbing, where you get on a hold while your in your climb,
              and you decide that you can stay there.  Or imagine that you
              can stay there.  You can't.  The longer you stay in a
              position, the more you will weaken yourself.  And ultimately,
              you will fall.  So, the name of the game is climbing.  And
              the name of the game in th-- in this game, is climbing.  And
              the name of this game is strong number two.  And a strong
              number two, to me, is that you grow market share.

              And I'm not talking about buying market share.  That's not
              the game.  You can't buy market share.  You have to have
              brands that have strong equity base in them.  That deliver
              something to the consumer other than the best price at a
              given point in time when they go in the store.  So, I'm
              talking about market share that's based on equity.  I'll talk
              about two brands that I believe we have that with very
              strongly today.  Camel and Doral.  We have to get more.  And
              I believe we can do that.

              Out of that, you then have positioned yourself to say, with a
              certain degree of confidence inside yourself, that you can
              grow your earnings and cash flow over time.  And out of that,
              you will add shareholder value.  You know, my game is the
              fundamentals.  Hunt talked at the end of his about financial-
              - you know, re-engineering.  That isn't my game.  What
              anybody figures out relative to what's best for this company,
              out of that portion of the equation, that's their
              responsibility.  Mine is to add shareholder value by being a
              strong number two.  Growing market share with equity based
              brands, leading to the ability to increase earnings and cash
              flow predictably over time.<PAGE>





              Now, you know, Hunt, early on in his presentation said, that
              we had a very good year (COUGH).  I don't know.  Everybody
              has their different word-- I think we strengthened ourself in
              1995.  But a very good year-- [Display of Slide 12] I would
              say, we will-- I will stand in front of this room and say,
              "We've had a very good year," or "an outstanding year," when
              we know we have strength in our equity positionings and our
              brands, and we are capable of growing our earnings in a
              confident manner over time.  

              So, I think we've had a good year.  I think we've
              demonstrated the potential that we have.  But I wouldn't,
              personally, say "very good" yet.  With all due respect to
              Hunt.  We've got bigger challenges.  I know we've seen these-
              - gone over these numbers a million times.  In terms of total
              volume, $123.5 billion, down five percent.  Full price, at
              $77.3, down one percent.  With the exception of the gyrations
              that went on with-- you know, pre- and post- price rollback
              in `93 and so forth, this is absolutely one of the best years
              we've ever had in terms of holding on to full-price volume.

              The big decline came in-- in the savings volume.  I'll talk
              about Doral in a minute.  But that-- that decline in savings
              was a decision on our part, that if we're going to be strong
              in the savings business, it isn't going to be by spending a
              lot of resources defending a whole lot of brands whose only
              reason for being in the marketplace, or defending them
              broadly, is that they have the best price in the store on a
              given day when a shopper goes in the store, or consumer goes
              in the store.  

              That we're saying that ultimately, in that savings business,
              your strength comes from having equity based brands in there.
              And Doral is our-- our strong brand in that.  And has
              performed very well.  So, even though you have an overall
              down of 13 percent in savings, we're looking at just under
              ten percent growth on Doral during this same period.  And
              I'll talk more about that in a minute.

              In terms of the fourth quarter, we had $30.6 billion, up one
              percent in total.  Down six, in terms of savings.  With about
              a 12 percent growth in that same period on volume for Doral.
              Which is fairly significant, given the-- very intense
              competitive activity on full-price during that same quarter.
              Full price volume up-- five percent.  Again, a continued
              growth on Camel, and a bit of a stabilization on Winston-
              Salem.  Very strong performance in the fourth quarter in the
              face of a lot of competition.  Net sales down two percent
              full year, up five percent fourth quarter.  OCC, as you know,
              1420.  Down two percent-- for the year.  Up one percent in
              the fourth quarter at 298.

              [Display of Slide 13]<PAGE>





              It's a little bit of a busy chart, but.  Full price for the
              year, down 2/10, at 17.3.  Full price for the fourth quarter
              up a tenth.  I think, the most significant thing about full
              price-- we held full price share for three of the four
              quarters last year.  Most of this 2/10 decline occurred in
              the first quarter.

              Camel grew at a healthy rate of 3/10 of a percent for the
              year.  It's actually a little bit over that.  And for the
              fourth quarter, at 5/10.  Again, I wanna emphasize that is
              significant, because there have been many periods in the
              past.  Some periods, where we have had volume improvement in
              a given period on full price, but lost share.  This is a case
              where, with full price being extremely competitive, Marlboro
              especially c-- strong in terms of their m-- marketplace
              activity, with Camel hanging in there and demonstrating
              significant-- capability.  

              Winston and Salem, for the year.  Winston down 2/10 of a
              share point.  Essentially stable over three quarters.  The
              last few quarters of the year.  Down 1/10 in the fourth
              quarter.  Salem essentially flat for the whole year.
              Savings.  Share, down 8/10 of a point.  Basically, all of
              that driven off of all other savings, with Doral for the year
              up 7/10 of a share point, and 5/10 and the fourth quarter.
              For a total-- loss of one share point for full year, and one
              also, in a quarterly comparison, the fourth quarter.

              [Display of Slide 14]

              Let me just expand a little bit on how we are focused on the
              marketplace.  Today, I believe, we have-- and we all believe,
              we have two strong equity based brands.  Back to my original
              comment about a strong number two.  Where you are delivering
              something to the consumer that goes beyond just whatever.  A
              promotion, or a discount, as an important time.  Those two
              brands are Camel and Doral.  So, we are very aggressively
              focused on growing those brands, and strengthening their
              position in the marketplace.  And I think the results this
              year demonstrate our capability to do that.

              With regard to Winston and Salem, it is to in a disciplined
              fashion, defend those brands in the marketplace.  And I say
              disciplined.  I'm not talking about just taking money and
              throwing at it.  But knowing your best use of dollars.
              Where, by market, controlled fashion, and disciplined
              fashion, defending those brands, while we work very
              aggressively on finding re-positionings for those brands.

              I'm gonna talk about three ideas that we're testing in the
              market right now.  I-- under the category of, you know, unmet
              opportunities in the marketplace.  Three that are out there.
              In other words, to identify and evaluate and exploit these
              opportunities.  Moonlight Tobacco Company, some of you may<PAGE>





              know about.  Carolina Gold.  Moonlight is full price.
              Carolina Gold and Hogshead are two ideas that we're testing,
              in branded savings category.  For the balance of the
              portfolio, is its disciplined defense.  Taking it -- you
              know, all of these brands tend to have pockets of where
              they're stronger.  We know where those pockets are.
              Concentrating our resources on those brands in those pockets.
              In a disciplined fashion.  (CLEARS THROAT) 

              The last point here, on the marketplace focus, are trade
              programs.  To be a strong number two.  You know, most of the
              questions I get over time tend to deal with the brand side of
              the equation.  But there is a very significant competitive
              battle going on in the marketplace with regard to retail
              presence.  

              We are very focused on that issue.  We have made great
              strides over the last year in terms of improving our trade
              programs relative to wholesale distributors, and also to
              retail, in order for us to maintain an effective platform
              that we can work off of, and-- as we strengthen our brands,
              and move to grow our business.

              [Display of Slide 15]

              Camel.  I think Hunt mentioned this.  Fastest growing full
              price brand last year.  Total volume up ten percent.  Camel X
              Regular or Camel filter styles up 14 percent.  Accelerated
              share gains.  The full year, as I mentioned before, is up 3/
              10 versus 1994.  In the fourth quarter, up 1/2 a share point.
              Again, I would re-emphasize the fact of the-- of the very
              strong activity in the marketplace from competitors.  It's
              significant that we were able, into the fourth quarter, to
              continue the strength in Camel.  It's a very good sign.

              [Display of Slide 16]

              For 1996, going forward.  We have an aggressive and focused
              marketing plan.  When I use the term aggressive, that is not
              a surrogate for, "We're gonna spend extraordinarily increased
              amounts of dollars on this brand."  (COUGH)  It's aggressive
              and discipline.  

              One of the issues we've had over the last couple years, even
              though we knew we had equity in Camel, is that for one reason
              and the other, we almost started approaching this brand from
              almost the defensive standpoint in the marketplace.  We
              became very reactive.  We underestimated what competition was
              gonna do.  We would then react in the middle of the year, and
              we did not go into a year fully devoted, with a well thought
              out offensive plan.  That's what we have in 1996.  There are
              three, in fact, four-month periods in the year, where we have
              our offensive plan in place for Camel.  Fully integrated
              through advertising on billboards, print media.  Point of<PAGE>





              sale.  Continuity programs such as Camel Cash.  Same theme
              for each of those-- through that whole mix, for each of the--
              three periods.

              Also-- and I wanna show you a couple of the ad executions.
              And I'll come back to an idea we're just now getting into,
              which is a micro approach called Red Kamel.  [Display of
              Slide 17] But with regard to Camel.  This-- this is an
              execution back on the landscape, both in billboards and
              print, that is currently up, and will-- and I think this does
              sort of answer questions we've had from the press over time,
              is "Have you gotten rid of Joe Camel?  Have you buried him?"
              And I think that says we haven't.  (COUGH)

              [Display of Slide 18]

              These executions which you will see over the next few weeks
              popping up-- there's two of them here.  This is the-- the
              first theme period, which comes under the heading of "The
              Rocking Road Show."  And we have executions, motorcycles,
              cars, various settings.  This happens to be two of them.
              This is fully integrated down through the entire marketing
              mix.  The-- continuity program.  Camel Cash-- will be on the
              theme of the Rocking Road Show, which is where the whole
              theme will be communicated to consumers.  And some very
              interesting opportunities in there for people that wanna--
              participate in the continuity of Camel Cash.

              [Display of Slide 19]

              Let me talk about Red Kamel.  Cuz I know this is something
              that-- nobody in this room knows anything about.  A little
              bit later, I'm gonna talk about Moonlight Tobacco Company,
              which is our-- you know, micro approach.  Which no one in the
              cigarette category has done in terms of the analog with--
              microbreweries in the beer business.  

              But, as we got into that.  As we got into this creative
              process, we started to look at Camel.  The-- Red Kamel is an
              actual, real legacy to Reynolds.  It was a brand that existed
              in 1913, in the early days of Camel.  There were two Camels
              on the marketplace.  One was Camel with a C, as you know it
              today, and the other was Red Kamel.  Red Kamel, eventually,
              was pulled from the market.  

              The uniqueness of Camel is the mystique, the unusual nature
              of the brand.  The mystique of the pack.  And we start
              looking, is there an opportunity here to take a mass marketed
              brand, and micro-extend its positioning?  Fun, cool, hip, and
              irreverent.  With a whole unique approach in terms of
              something that emanates out of that brand.  I'm not sure I
              know of anyone-- in fact, I don't know of anyone, who's taken
              a mass-marketed brand, and was able to extend its equity with<PAGE>





              a micro approach.  Camel is very unique.  And it's one in
              which we-- think we have this opportunity.

              It's also-- and explain a little bit about our process.
              There are certain ideas, when you're dealing with
              repositioning on Winston, for example, or on Salem, where
              you-- you are involved in-- in the very rigorous marketing
              research, quantitative, qualitative research.  The size of
              the issue.  The size of the bet.  

              There are other ideas as we approach opportunities in the
              marketplace, that say, "This kind of makes sense."  We gather
              people together.  We look at it.  We critique it.  We say,
              "This makes sense."  You have two choices.  You can go
              through a long process of marketing research that could take
              anywhere from a year and a half to two years, or you can say,
              "Let's go to the market, in a very tight, disciplined,
              restrained way.  Get it in very limited distribution, and
              find out if this thing has any legs."  And that's the
              approach on Red Kamel.  And later I'll talk about Moonlight
              in the same way.

              So, Red Kamel will start appearing within the next few weeks,
              in trendy bars and restaurants in New York, in L.A., in
              Dallas, and San Francisco.  It will not, in the next few
              weeks, appear in any retail outlets.  It will be in those
              locations.  The notion here is seed and spread.  The notion
              is momentum marketing.  After a few weeks, depending on how
              that goes, it would then start to appear in outlets around
              those locations.

              [Display of Slide 20]

              You're not gonna see-- you'll-- you'll see this on a display
              in one of these trendy bars and restaurants.  There will be
              eventually, a little bit of advertising.  But it's not the
              typical, blanket a market with advertising.  It's very low
              profile.  Very under the wire.  And the hope here is for
              people to be enticed by the brand, by the curiosity of it.
              And people talk about, and they go seek it out.  Which is
              very much what happens in other categories.

              It's hard to see.  Perhaps afterwards, if you wanna get a
              closer look.  It's very unusual.  The brand name is Red
              Kamel.  This is the Camel Lights pack.  It's entirely
              different than the full flavor.  Entirely different-- two
              different pack designs.  And it's-- meant to be eye catching.
              Meant to engage you on contact with the display, as opposed
              to beating you over the head with a lot of advertising.  So,
              that's the idea that we're taking into the-- see if we can
              get some legs under it, with extending the equity on Camel.
              We also have some other ideas we're working with with Camel,
              relative to product, and line extensions, which I don't--
              really don't wanna talk about yet today.  But we think that<PAGE>





              if anything, with Camel, the bottom line here is-- is-- as
              well as-- as it is doing, it is an under-exploited equity,
              that we think we can accelerate its growth.

              [Display of Slide 21]

              Doral.  Volume up ten percent in `95.  Share up 7/10 versus
              `94.  There are two, in my view, well, two big savings brand.
              Branded savings, that have equity built into `em.  One is
              Doral.  The other is Basic.  It is our belief-- if you go
              back prior to the price roll-back, the name of the game in
              the savings business, when it was growing, and you had $.90
              to $1.00 a pack gap between full price and-- and lowest, that
              a consumer was going into a store, and it was the deal of the
              day.  And the savings segment grew to 36, 37 percent of the
              market in a matter of a couple years.  And it was strictly,
              who could out-discount the other guy.

              Since the price roll-back, this marketplace has been essen--
              sentially stabilized at a 70/30 split, plus or minus 1/2 a
              share point at any given time period.  And-- and consumers in
              the savings segment, we estimate 75 percent of them are
              interested in a more typical approach to buying a cigarette.
              That they want some equity in that brand, and not simply
              shopping for the deal of the day, as pre-- price rollback.

              So, we have, our positioning on Doral as the true friend of
              the value-oriented-- smoker.  It has a very strong retail
              presence.  It's an integrated marketing approach from
              billboards, print, to continuity programs, to promotions.  We
              have our direct marketing effort of Doral and Company.  In
              the advertising, we talk about the Doral difference.  A
              premium taste guarantee.

              [Display of Slide 22]

              I've got sort of a potpourri of-- some ads, some direct mail
              pieces, where we, also, in this whole positioning, feature
              not models in these ads.  But the people that you see in
              these ads are either real Doral smokers, or people that
              actually work at our Tobaccoville facility that make the
              product.  And this is, I think, based on the performance in
              Doral this year going up 7/10, continuing to grow in the
              fourth quarter, in the face of full price activity, has
              demonstrated the strength of this positioning that we think
              we can leverage and continue to grow this brand based on
              equity, not simply discounting in the marketplace.  

              [Display of Slide 23]

              Winston and Salem basically held share.  [Display of Slide
              24] Just to show you graphically.  Through three quarters of
              the year.  I think that's one of the longest periods that I
              can remember where that has happened on Winston and Salem.<PAGE>





              [Display of Slide 23] The essential reason for this is very
              disciplined, tactical defense of these brands with regard--
              to benefiting from-- our price-- effective management of our
              price gap strategy.  And our price gap strategy is to
              maintain a certain difference between full price and branded
              savings.  But it's broken by market, where you target your
              dollars into those markets that are most responsive to that
              strategy.  So in markets where you-- you really don't benefit
              from that, you back off a little.  

              It's a highly disciplined process.  We have constant control,
              and-- and review of how we're doing against it, versus in
              times past, there'd be periods where we would sort of be--
              not out there in terms of being competitive.  And then there
              would tend to be over-reaction.  We're in a very disciplined-
              - position right now, in the-- in the market.  And how we
              manage our tactical defense of these brands.  Also, these
              brands have benefited from an increased presence as a
              function of our trade programs.  And that we-- that I
              mentioned earlier.

              The issue here is, can you find meaningful positionings to--
              provide strong equity into Winston and Salem, so that you can
              establish a basis for converting smokers and building  
              those brands over time.  And a lot of-- you know, I had a 
              question with a group several months ago, was, "Do you really
              think this can be done?"  You know, my answer to that
              question is, Camel, first of all, was in a 20 year decline
              prior to its repositioning efforts.  And has overcome 20
              years of that to be  a very fast-growing full price brand at
              this point.  So I think the potential is there.

              It has to do with finding the essential positioning strength,
              both in terms of values and-- image potential, on-- both of
              those brands, and establishing some significant product
              difference.  We have a considerable amount of work going on
              on both of these brands.  I cannot share that with you, for
              obvious reasons.  It is-- but I can tell you, from my
              experience with the company, it is the most focused and
              aggressive effort we have ever brought to these two brands.

              We have-- a couple ideas on Winston that we're working with,
              going through qualitative and quantitative research.  The
              same on Salem.  One of the things we have learned, as I told
              you that little story in the beginning, is that if you are
              going to differentiate yourself in this market and attract
              smokers, what you do has got to get attention.  Has got to be
              unique.  It has got to be different.  You cannot "Me, too,"
              this thing, in a model that was created 20 years ago.  So
              that's driving all of our efforts.

              What you're most likely to see this year would be somewhere
              in mid-year, us testing some of these ideas in certain<PAGE>





              markets-- around the country.  You will not see, as far as I-
              - you know, view the problem right now, a national relaunch
              of either of these brands.  This is a very-- you know,
              complicated and difficult but solvable problem in my point of
              view.  Because both of these brands are large.  Both of these
              b-- brands have underlying strength.  But when we start
              spending, we're gonna do it because we believe we have really
              got something, and cracked a code.  And that means, in 90
              percent of the cases, you better be testing it before you
              just follow some marketing research and unleash lots of
              dollars in the marketplace.  So that's our discipline on
              Winston and Salem.  

              [Display of Slide 25]

              Just a little bit about Moonlight.  This is an idea one of
              our marketing people came up with.  Has seven distinctive
              brands.  It's in three-- metro markets.  New York.  And a
              couple of people mentioned-- to me today they have seen some
              of these brands.  It's New York, Chicago, and Seattle.  Been
              out there about-- three or four months now.  it's a very, as
              I alluded to earlier, very customized marketing.  Below the
              wire.  Limited advertising.  Seed and spread, momentum type
              of thing.  Very limited distribution.  And let me show you
              the-- displays.  [Display of Slide 26] I think there's some
              display and product.  

              There are seven brands.  You can get a closer look out in the
              lobby.  We have Metro, City, Jumbos, a product that has no
              name on it.  It's a bee.  People call it "bees".  I had one
              person say to me, "Why doesn't-- why didn't you put a name on
              bees."  We do.  We have a symbol.  Politix.  That's in
              Chicago.  (LAUGHTER)  I figure no matter what happens to this
              idea, Politix should have a pretty good year in Chicago,
              given the election year.  And North Star.  

              And-- and what you find in-- in-- in a market, is you will
              find three or four of these brands.  You will not find all of
              them.  So, Politix, that's in Chicago.  It is not in New
              York.  It is not in Seattle.  There are very-- let me back up
              a little.  We-- when I first saw this idea.  When I-- you
              know, I drink imported beers and micro-beers.  When I saw the
              idea, I said, "God, I know what this is."  The question is,
              will anybody buy cigarettes the way they buy beer?

              No one's ever done this.  So, we looked at it, and we said,
              "All right.  We have two choices here.  We can go down a path
              of research, marketing research, qualitative and
              quantitative.  Probably consume a couple years.  Or, we can
              take this idea as quickly as possible, in very limited
              distribution, to one or two or three markets, and let's see
              what happens."  And that's what we did.  So, from the moment
              that the idea was first conceived til we actually landed in
              the market.  Going through the whole process of designing the<PAGE>





              display.  Getting the advertising.  Getting confirmed on the-
              - the seven different brands.  You know, all of that.  I
              think there's only six of-- yeah, we're missing one.  Sedona
              is the one that's missing.  Was about six months.

              So, we went completely outside the system.  The notion here
              is, get it in, limit it.  My view of this is that we would
              probably have spent almost as much researching this thing for
              two years as we would just going to the market and finding
              out.  So this idea in terms of-- the guy that dreamed this
              up, his name is Dirk Kerman, went very clean from his concept
              right to the market.

              And-- one of the first things we found out was, everybody
              said, "Well, you know, we'll get-- we're gonna get some press
              on this."  And I said, "Well, I prefer not to have any press.
              I would rather get into the market, not get articles in the
              newspaper."  I can see it now.  We always get negative
              articles.  They'll say, you know, "Reynold's messing around
              with PT boats while aircraft carriers are sinking," or
              whatever.  I mean, (LAUGHTER)  I was not very optimistic
              about what might happen in the press.  Everybody said, "Well,
              this is gonna be kind of hard to hide, so let's-- you know,
              get our story together." 

              And the story we have is exactly what happened.  We got an
              article out of the Chicago Tribune that was positive.  I
              mean, it talked about the brand as though it was-- a consumer
              product.  There wasn't anything about cigarettes, and all
              that sort of stuff.  Talked about how creative the idea was,
              and all this sort of stuff.  Then we got one in the New York
              Times.  CNN did a-- I think it was a 20 or 30 minute story.
              I mean, it just kept happening.  Dirk Kerman won some award
              from Brand Week as one of the neat up and coming marketing
              people.  I kidded him that you can become an up and coming
              marketing person before you've actually sold any cigarettes.
              (LAUGHTER) 

              And-- anybody that encountered the idea, you know, sort of
              got excited about it.  The anecdotal information is
              unbelievable.  I've never seen anything like this.  First
              thing we learned is, you can have fun in this category.
              Whatever happens to this idea, you can have fun in this
              category.  Cuz that's exactly how everybody who encountered
              the idea, approached it.  Okay?

              So far-- and that's something we didn't know.  That's
              something, I would guess-- I would guess, in our company, and
              maybe some of our competitors, is no one has set an
              opportunity is to engage people in fun in the product.  This
              is a full price brand.  This did not have buy some's.  It did
              not have the normal trial sort of activity.  Just went out
              there, here's the display.  Trendy bars and restaurants and
              outlets around that.  We have had-- two market reads.  And<PAGE>





              as-- you know, I say in the slide, the early-- results are
              encouraging.  And encouraging to the point-- and this whole
              discipline is, you get positive results, you then decide how
              to move forward in a disciplined fashion.  You don't, you
              kill it.  And go try something else.

              The results at this point are very encouraging.  We've got a
              lot to learn about this idea.  What-- what's-- is it novelty?
              Are people adopting brands?  How much of this is Moonlight?
              Do y-- is Moonlight the strength?  Do you rotate brands in
              and out of that?  A la Pete's Wicked Ale, where they maintain
              the brand name, but they alter the product? 

              But right now, it's very encouraging.  Very exciting.
              Hopefully there's an opportunity here.  But certainly, we
              have learned a lot more out of this than we would have had we
              killed the idea or-- researched it for several years.  Our
              research is real time in market.

              [Display of Slide 27]

              A couple other ideas.  In savings.  To me, the ultimate
              strength that you have in your business relative to savings
              is the degree that you have equity in the brands that you're
              playing with in that category.  Equity means, ultimately you
              can get a higher margin than if all you have is the lowest
              price at any given point in time.  We have two tests.  One is
              Carolina Gold, and the other is Hogshead.  Carolina Gold is
              in Pittsburgh, and Hogshead is in Austin.  The objective here
              is branded, undiscounted savings.  To see if we can find
              opportunities to have additional brands or brand in the
              savings category that has equity, as we have in Doral.  

              [Display of Slide 28]

              First one is Caroline Gold, which is in Pittsburgh.  [Display
              of Slide 29] And this is some of the advertising that has
              gone with this.  It's a-- it's a quality product.  With a
              sort of nostalgia, tongue in cheek approach to the
              positioning and the advertising.  Says, "The bright leaf
              flavor is taking off."  There's a-- and there's a gang of
              people that got together.  They took great flavor and made it
              fly.  They have a DC-3.  This is a fictional world, where
              they deliver the product-- you know, out of this DC-3,
              parachute it into your store.  

              So you go into an outlet, you'll see a dis-- you know, some
              point of sale hanging from the ceiling with a-- with a
              parachute and a crate.  The floor displays are crates aligned
              as though the product is actually shipped in a crate.  So,
              you have a very good product.  Good product name.  And a fun,
              nostalgic approach to marketing it.
              Again, same approach on Moonlight, only this is in branded
              savings.  Go into the market.  Restrict the distribution.<PAGE>





              See if you have any legs on it.  If you do, continue on.  If
              you don't, kill it, try something else.

              [Display of Slide 30]

              Hogshead.  Two styles.  Lights and Full Flavor.  [Display of
              Slide 31] Some of the introductory advertising.  "Hogshead,
              not for the marrow-- not for the narrow minded.  Too wide to
              hide."  This is in Austin, Texas.  Quality product.  But fun,
              and irreverent.  Playing on the icon of the hog's head on the
              pack, and the design of the pack which you-- can't see too
              [Display of Slide 30]  well, replicates a hog's head, which
              tobacco still is shipped in somewhat, and used to be all in
              something called a hog's head.  A big circular wooden crate
              that tobacco was-- container that tobacco was shipped in.

              A similar situation with Moonlight.  We have early market
              reads.  Looks favorable.  We're now in the process of
              deciding, you know, what do we do next, and continue to read
              it.  Creative, unique, different, attention-getting.  That's
              the approach.

              [Display of Slide 32]

              In closing, we think there are opportunities to capitalize
              on.  We have an intense focus on-- on earnings.  On cash
              flow.  On getting to position where we can confidently grow
              those.  On building shareholder value.  I believe we have
              sound strategies in terms of working with our existing strong
              brands.  Defending Winston and Salem.  Searching for
              repositioning, that I believe we will get to.  Defending the
              balance of the portfolio.  Solid execution.  Improvement in
              our trade program.  Strengthening of our sales organization.
              A relentless control of our cost structure.  Relentless
              control.  We have to do that in order to-- deliver earnings,
              in order to have money to invest in ideas as we develop them. 

              And to continually have a flow of creative ideas.  This is 
              not a game where if you have one idea, you bet the farm.
              Silver bullet kind of thing.  You have-- if you want to
              succeed on two or three, you better have five or six or seven
              or eight or nine or ten, in a disciplined fashion, that are
              moving through the system.  That's the way-- we're
              approaching this business.  That's it.  <PAGE>






              [RJR Logo]
                                      Slide 1


                                 1995 ACCOMPLISHMENTS

                   . Nabisco IPO.

                   . KKR Exit.

                   . Dividends.

                   . RJRT - strengthened management, full price trends.

                   . TI - relocated HQ, new CEO, renewed growth.

                   . Food - new product successes, acquisitions,
                     competitive climate.

                   . Corporate - downsized, TOPrS, new bank credit
                     agreement.

                   . Earnings - good Q4<PAGE>






         [RJR logo]
                                     Slide 2
         <TABLE>
                                    FULL YEAR
                                    HIGHLIGHTS


                                  Key Financial Data
         <CAPTION>
         ($ Millions)                            1995             1994          % Change
                                                 ----             ----          --------     

            <S>                                 <C>              <C>               <C>
            Net Sales
               Domestic Tobacco                  $4,480           $4,570           (2)
               Tobacco Int'l                      3,234            3,097            4
               Food                               8,294            7,699            8
                                                 ------           ------           --
                 Total                           16,008           15,366            4

            OCC
               Domestic Tobacco                  $1,420           $1,450           (2)
               Tobacco Int'l                        730              755           (3)
               Food                               1,129            1,112            2
               Corporate                            (64)             (73)          12
                                                 ------           ------             
                 Total                            3,215            3,244           (1)
         /TABLE
<PAGE>






         [RJR logo]

                                       Slide 3
         <TABLE>

                                   FOURTH QUARTER
                                     HIGHLIGHTS

                                   Key Financial Data
         <CAPTION>
         ($ Millions)                  1995             1994          % Change
                                       ----             ----          --------

         <S>                          <C>              <C>                <C>
            Net Sales
               Domestic Tobacco        $1,125           $1,075            5
               Tobacco Int'l              849              822            3
               Food                     2,350            2,147            9
                                       ------           ------           --
                 Total                  4,324            4,044            7

            OCC
               Domestic Tobacco        $  298           $  294            1
               Tobacco Int'l              270              198            5
               Food                       344              348           (1)
               Corporate                  (16)             (50)         N/M
                                       ------           ------
                 Total                    833              790            5

         /TABLE
<PAGE>





         [RJR logo]
                                      Slide 4
         <TABLE>

                                    FOURTH QUARTER
                                      HIGHLIGHTS

                                   Key Financial Data
         <CAPTION>
         ($ Millions)                    1995             1994          % Change
                                         ----             ----          --------

         <S>                            <C>              <C>                <C>
            Operating Income             $  674           $  630            7
            Interest Expenses              (236)            (237)           -
            Other                           (33)             (29)         (14)
                                         ------           ------             
            IBT                             405              364           11
               Tax Rate                    43.2%           44.0%
            Net Income                      230              204           13
            Minority Interest               (23)               -            -
                                         ------             ----             
            Net Income                   $  207           $  204            1
               Less Pfd. Dividends           (7)             (29)         N/M
                                         ------           ------             
            Adjusted Net Income             200              175           14
               Goodwill Amortization<F1>    126              136           (7)
                                         ------           ------
            Cash Net Income              $  326           $  311            5


         1995 Excludes after-tax extraordinary losses related to debt
         repurchase and retirement.
         <FN>
         <F1>1995 Goodwill amortization net of minority interest
             component.
         </FN>
         /TABLE
<PAGE>





         [RJR logo]
                                        Slide 5
         <TABLE>
                                        FULL YEAR
                                        HIGHLIGHTS

                                     Key Volume Data
         <CAPTION>
                                           1995           1994         % Change
                                           ----           ----         --------
         <S>                              <C>            <C>             <C>
         Domestic Tobacco 
            Full Price                     77.33          77.78          (0.6)

            Savings                        46.14          52.78         (12.6)
                                          ------         ------         ------

               Total                      123.47         130.56          (5.4)

         Tobacco International            179.00         177.00            1.1
                                         -------        -------         ------

         Total Worldwide Tobacco          302.47         307.56          (1.7)

         Nabisco                          U.S. Volume up 4%

         /TABLE
<PAGE>





         [RJR logo]

                                         Slide 6
         <TABLE>
                                        FOURTH QUARTER
                                          HIGHLIGHTS

                                        Key Volume Data
         <CAPTION>
                                           1995           1994         % Change
                                           ----            --          --------
         <S>                               <C>           <C>               <C>
         Domestic Tobacco
            Full Price                     19.38         18.41            5.3
            Savings                        11.24         12.00           (6.3)

                                           -----         -----           -----

               Total                       30.62         30.41             0.7

         Tobacco International             50.40         46.70             7.9

                                           -----         -----                

         Total Worldwide Tobacco           81.02         77.11             5.1

         Nabisco                           U.S. Volume up 7%
         /TABLE
<PAGE>






         [RJR logo]

                                        Slide 7
         <TABLE>
                                   EARNINGS PER SHARE


         <CAPTION>
         ($ Millions)                    1995                 1995
                                       4th Qtr.             Full Year
                                       --------             ---------
         <S>                               <C>                  <C>

         Net Income                        $207                 $857

         Less Pfd./ESOP                      (7)                 (98)
                                           ----                 ----

         Net Avail.                         200                  759

         Shares Outstanding                330.5                329.8

         EPS                               $0.60                $2.30
         /TABLE
<PAGE>





         [RJR logo]
                                      Slide 8
         <TABLE>

                                  CASH FLOW HIGHLIGHTS
         <CAPTION>

                                         1995                     1994  
                                        -------                  -------
         <S>                            <C>                          <C>

         CAPEX                          (744)                        (670)

         Working Capital                (316)                          27

         Interest Payments              (788)                        (986)

         Dividend Payments              (599)                        (395)

         Free Cash Flow                  348                          769
         /TABLE
<PAGE>





         [RJR logo]
                                       Slide 9
         <TABLE>
                                      FULL YEAR
                                 COMPARATIVE HIGHLIGHTS

                                 Key Financial Data
         <CAPTION>
                                            Dec. 31              Dec. 31
         ($ Millions)                        1995                 1994  
                                            -------              -------

         <S>                                <C>                  <C>
         Capitalization Breakdown
         ------------------------
         Net Debt
            Nabisco Holdings Corp.          $  4.3               $  5.4
            RN Stand-Alone                     5.3                  5.3
                                            ------               ------                  

               Consolidated RN              $  9.6               $ 10.7

         Equity
            Nabisco Holdings Corp. (100%)   $  4.2               $  2.8
            RN Stand-Alone<F1>                 7.9                  8.1
                                            ------               ------                  

               Consolidated RN<F2>         $  12.1              $  10.9
         <FN>
         <F1>RN Stand-Alone:  Excludes minority interest of $.8m; includes TOPrS of
             $.9m.
         <F2>Equity includes:  Minority interest $.8m and TOPrs $.9m.
         </FN>
         /TABLE
<PAGE>





         [RJR logo]
                                         Slide 10

                                          OUTLOOK


         . Focus on fundamentals.

         . Grow volume.

         . Strengthen market positions.

         . Grow earnings.

         . Build cash flow/distribute to shareholders.<PAGE>





                                       Slide 11

                             RJR STRATEGIC OBJECTIVE:

                                       STRONG #2



         .    Grow Market Share -Equity Based

         .    Increase Earnings and Cash Flow

         .    Add Shareholder Value<PAGE>






                                  Slide 12
         <TABLE>
                             1995 PERFORMANCE:
         <CAPTION>
               Full Year                                 Fourth Quarter
         1995          Vs. 1994                        4Q95        Vs. 4Q94
         <C>              <C>           <S>            <C>             <C>
          123.5           - 5%          Volume         30.6            +1%

           77.3           - 1%        Full Price       19.4            +5%
           46.2           -13%          Savings        11.2           - 6%

         $4,480           - 2%         Net Sales     $1,125            +5%

         $1,420           - 2%          O.C.C.       $  298            +1%

         /TABLE
<PAGE>





                                   Slide 13
        <TABLE>
                             1995 Performance:
                           Retail Share of Market

        <CAPTION>
              Full Year                                  Fourth Quarter
         1995         Vs. 1994                         4Q95        Vs. 4Q94
         <C>          <C>            <S>               <C>         <C>
         17.3%         -.2 pt.       Full-Price        17.4%        +.1 pt.

           4.5            + .3          CAMEL            4.6           + .5
           6.1            - .2         WINSTON           6.1           - .1
           4.1            - .1          SALEM            4.1            -- 

           9.8%        -.8 pt.         Savings          9.3%       -1.1 pt.

           5.2            + .7          DORAL            5.4           + .5

         27.1%        -1.0 pt.        Total RJR        26.7%       -1.0 pt.
         /TABLE
<PAGE>





                                 Slide 14

                           RJR MARKETPLACE FOCUS


         .  Grow Strong Equity Brands

            - CAMEL and DORAL

         .  Defend/Reposition

            - WINSTON and SALEM

         .  Unmet Opportunities - Identity, Evaluate and Exploit

            - Moonlight, CAROLINA GOLD, HOGSHEAD

         .  Defend Balance of Portfolio

         .  Trade Programs - Strong #2<PAGE>





                                  Slide 15

                             Strong Equity Brands:

                                    CAMEL


         .    Fastest Growing FP Brand

              -    Total Volume Up 10%

              -    Filter Styles Up 14%

         .    Accelerated Share Gains

              -    Full Year Up. 3 point Vs. '94

              -    4Q95 Up .5 point Vs. 4Q94<PAGE>





                                       Slide 16


                                  Strong Equity Brands:

                                         CAMEL


         .    Agressive Marketing Plan

              -    Three 4-Month Events

              -    Integrated Advertising, Promotion

         .    Leverage Core Positioning

              -    "Micro" Approach

              -    RED KAMEL<PAGE>





                                  Slide 17

                             [Graphic material omitted:
                              Advertisement for Camel Cigarettes

                              This ad, which is used on billboards
                              and in print, shows a Joe Camel character
                              lighting a cigarette with a Camel lighter.]<PAGE>





                                       Slide 18

                             [Graphic material omitted:
                              Two Additional Advertisements for Camel
                              Cigarettes

                              The theme of these two ads is "The Rocking Road
                              Show."  In the ad on the left, the Joe Camel
                              character is smoking a cigarette while resting 
                              on a Camel motorcycle.  This is set against an
                              evening skyline of a metropolitan city.

                              In the ad on the right, there is a top-view of 
                              two male characters, both with cigarettes, on
                              a deserted road in an open-top convertible.
                              One of the male charcters is holding an open
                              pack of Camel Lights, as if offering one to
                              the viewer.  In the background, a lighted
                              Camel sign can be seen.]<PAGE>





                                       Slide 19

                                    [Slide 16 again]                           <PAGE>





                                       Slide 20

                             [Graphic material omitted:
                              Advertisement for Red Kamel Cigarettes

                              This ad displays a man leaning over a 
                              machine.  The slogan of the ad reads:
                              "SURVIVED A 30-STORY FALL DURING CONSTRUCTION
                              OF THE EMPIRE BUILDING.  Loved Hot
                              Sauce.  SMOKED KAMELS."  Near the bottom
                              of the ad, next to a picture of packages
                              of Red Kamel and Red Kamel Light are the
                              words, "Back for no good reason EXCEPT
                              THEY TASTE GOOD."]<PAGE>





                                       Slide 21

                                  Strong Equity Brands:

                                         DORAL


         .    Volume Up 10% in '95

         .    Share Up .7 point Vs. '94

         .    Effective "True Friend" Positioning

              -    Strong Retail Presence

              -    Direct Marketing - DORAL & Co.

              -    Advertising - DORAL Difference<PAGE>





                                  Slide 22

                             [Graphic material omitted:
                              Three Advertisements for Doral
                              Cigarettes

                              The ad on the left shows two men in front
                              of a Doral sign.  The ad says "WE BACK
                              EVERY PACK WITH OUR PREMIUM TASTE 
                              GUARANTEE."   This quote is accompanied 
                              by the signature of Joe, one of the men 
                              in the picture.  The ad also contains the 
                              Doral slogan "Discover The Doral Difference".

                              The ad in the center again displays the slogan, 
                              "Discover the Doral Difference".  It contains 
                              a medley of photographs of Doral smokers and 
                              people who work at the Tobaccoville facility 
                              that produces Doral endorsing the product.

                              The ad on the right shows a photograph of a 
                              woman, Lisa, taking a carton of cigarettes out 
                              of her mailbox.  The slogan is a quote from Lisa 
                              who says, "GREAT EXCHANGE RATE.  A FREE CARTON 
                              FOR ONLY 10 PACK SEALS."  This quote is 
                              accompanied by Lisa's signature.]<PAGE>





                                    Slide 23

                                  WINSTON AND SALEM


         .    Held Share for Most of '95

         .    Defending Tactically

         .    Underlying Strength

         .    Potential for Repositioning<PAGE>





                                  Slide 24

                             [Chart omitted:

                                  1995 Performance:

                                   Share of Market

                                  Winston    Salem

                        1Q94      6.41 %     4.30 %
                        2Q94      6.19 %     4.20 %
                        3Q94      6.31 %     4.13 %
                        4Q94      6.20 %     4.10 %
                        1Q95      6.02 %     4.02 %
                        2Q95      6.14 %     4.06 %
                        3Q95      6.14 %     4.06 %
                        4Q95      6.08 %     4.07 %]<PAGE>





                                  Slide 25

                             Moonlight Tobacco:


         .    Seven Distinctive Brands

         .    Three Metro Markets

         .    Customized Marketing

         .    Early Results Encouraging<PAGE>





                                  Slide 26

                             [Graphic material omitted:
                              Picture of Two Displays for Moonlight Tobacco 
                              Co.'s Products

                              The displays show six Moonlight cigarette 
                              products in their commercial packages.  The 
                              brands displayed are:  Metro Lights, City, 
                              Jumbos, North Star, Politix, and the 
                              "no-name" brand with an icon of a bee.]<PAGE>





                                  Slide 27

                             New Savings Brands:


         .    Address Unmet Wants

         .    Equity Based

         .    Began Test Market October '95

         .    CAROLINA GOLD - Pittsburgh

         .    HOGSHEAD - Austin<PAGE>





                                  Slide 28

                             [Graphic material omitted:
                              Display of Carolina Gold Cigarettes

                              This slide displays three unopened packs of 
                              Carolina Gold cigarettes.  On the left, there 
                              is Carolina Gold Lights.  In the center is 
                              Carolina Gold.  On the right is Carolina 
                              Gold Menthol.]<PAGE>





                                  Slide 29


                             [Graphic material omitted:
                              Two Advertisements for Carolina Gold Cigarettes.

                              The ad on the left shows four men in an airplane 
                              hangar dressed as aviators, near their old, 
                              propellor-powered airplane.  The slogan reads, 
                              "They Took Great Flavor And Made It Fly.  THEY 
                              STARTED WITH A CHOICE BLEND OF CAROLINA BRIGHT
                              LOAF, ONE OF THE WORLD'S FINEST TOBACCOS.  THEY 
                              TOOK AN AGING AND AN EVEN OLDER AIRPLANE.  THEN,
                              THEY TOOK THEIR GREAT FLAVOR...AND MADE IT FLY.
                              THAT'S THE LEGEND OF CAROLINA GOLD.  LANDING
                              SOON AT A STORE NEAR YOU."  The ad also 
                              displays a pack of Carolina Gold, with the 
                              words "SPECIAL FLAVOR.  SPECIAL DELIVERY."

                              The ad on the right shows an old, propellor-
                              driven airplane flying over a runway and hanger.  
                              The ad reads, "BRIGHT LEAF FLAVOR IS TAKING OFF.
                              FROM OLD FACTORY #12, AND AN EVEN OLDER AIRPLANE,
                              COMES THE DISTINCTIVE FLAVOR OF CAROLINA BRIGHT
                              LEAF TOBACCOS.  AND THE LEGEND OF CAROLINA GOLD."
                              It also displays a pack of Carolina Gold, with 
                              the words "SPECIAL FLAVOR.  SPECIAL DELIVERY."]<PAGE>





                                  Slide 30

                             [Graphic material omitted:
                              Display of Hogshead Cigarettes

                              This slide displays two unopened packs of 
                              Hogshead Wides cigarettes.  The pack on the left 
                              is Hogshead Lights, and the pack on the right is 
                              Hogshead Full Flavor.]<PAGE>





                                  Slide 31

                             [Graphic material omitted:
                              Two Advertisements for Hogshead Cigarettes.

                              The top ad displays the Hogshead icon (a 
                              hog's head) with the words "Not for the 
                              Narrow Minded."

                              The bottom ad is very similar, displaying 
                              the Hogshead icon with the words "too WIDE 
                              to HIDE."

                              Each ad in each slide contains a federally 
                              mandated surgeon general's warning.]<PAGE>





                                  Slide 32

                             Capitalizing on
                             Opportunities:


         .    Focus on Earnings, Cash Flow

         .    Sound Strategies

         .    Solid Execution

         .    Relentless Cost Control

         .    Creative Ideas


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