RJR NABISCO HOLDINGS CORP
DEFA14A, 1996-03-22
COOKIES & CRACKERS
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                                 SCHEDULE 14A
                                (Rule 14a-101)
                    INFORMATION REQUIRED IN PROXY STATEMENT
                           SCHEDULE 14A INFORMATION

                   Proxy Statement Pursuant to Section 14(a)
                    of the Securities Exchange Act of 1934


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Check the appropriate box:

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[ ]      Definitive Proxy Statement

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[X]      Soliciting Material Pursuant to Section 240.14a-11(c) or Section
         240.14a-12


                          RJR Nabisco Holdings Corp.

               (Name of Registrant as Specified In Its Charter)

                          RJR Nabisco Holdings Corp.

                  (Name of Person(s) Filing Proxy Statement)

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RJR Nabisco logo

                                                                  NEWS RELEASE
______________________________________________________________________________

CONTACT:  Carol Makovich
               (212) 258-5785


                      FINANCIAL TIMES MAKES "UNFORTUNATE
                     CHOICE OF HEADLINE,' RJR NABISCO SAYS


New YORK, NEW YORK -- March 22, 1996 -- RJR Nabisco Holdings Corp. (NYSE: RN)
issued the following statement regarding today's article in the Financial
Times of London that included comments by Steven F. Goldstone, president and
chief executive officer of the company:
               "The Financial Times story contained an unfortunate choice for
a headline on a thoughtful story.
               "As Mr. Goldstone said in that story, "You can't settle these
cases on a case-by-case basis: it's irrational, and it's 100 percent wrong for
our industry to do so."
         RJR Nabisco also said that its tobacco company has no intention of
settling any of the litigation in which it is currently involved because it is
confident it will win those cases.  Mr. Goldstone's comments are consistent
with that view.

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