RJR NABISCO HOLDINGS CORP
DEFA14A, 1996-01-09
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


Filed by the Registrant  [x]
Filed by a Party other than the Registrant  [  ]

Check the appropriate box:

[ ]      Preliminary Proxy Statement
[ ]      Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2)
[ ]      Definitive Proxy Statement

[X]      Definitive Additional Materials
[ ]      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)

Payment of Filing Fee (Check the appropriate box):
[ ]      $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
         or Item 22(a)(2) of Schedule 14A.
[ ]      $500 per each party to the controversy pursuant to Exchange Act Rule
         14a-6(i)(3).
[ ]      Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
         0-11.

         (1)   Title of each class of securities to which transaction applies:


         (2)   Aggregate number of securities to which transaction applies:


         (3)   Per unit price or other underlying value of transaction
               computed pursuant to Exchange Act Rule 0-11:


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         (5)   Total fee paid:

[x]      Fee paid previously with preliminary materials.

[ ]      Check box if any part of the fee is offset as provided by Exchange
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                              [RJR Nabisco Logo]

                              Huntley R. Whitacre
                             Senior Vice President
                              Investor Relations


                                                   January 5, 1996



[Name]
[Address]

Dear [Name]:

I would like to personally provide you with copies of our Revocation of
Consent Statement and accompanying material relating to the solicitation of
consents by LeBow and Icahn.

Our position on the consent solicitation is: a) we are committed to spinning
off Nabisco, but various commitments and litigation concerns prevent us from
doing so now; and b) since our charter allows shareholders to use the consent
process at any time -- as LeBow/Icahn are now doing -- a bylaw allowing 25% of
stockholders to call a special meeting is not needed.  I would be most happy
to elaborate on these positions personally and/or with Steve Goldstone, our
President and CEO.

We at RJR Nabisco ask that the yellow revocation of consent card, when you
receive it from your custodian, bank or broker, be returned directly to us, to
evidence your support for RJR Nabisco in this situation.  Many thanks.

                                       Sincerely,


                                       Huntley R. Whitacre

encl.


                               RJR Nabisco, Inc.
                          1301 Avenue of the Americas
                         New York, New York 10019-6013
                                (212) 258-5777
                              FAX (212) 969-9178





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