RJR NABISCO HOLDINGS CORP
DEFA14A, 1996-01-16
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:


         (4)   Proposed maximum aggregate value of transaction:

         (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
         Act Rule 0-11(a)(2) and identify the filing for which the offsetting
         fee was paid previously.  Identify the previous filing by
         registration statement number, or the Form or Schedule and the date
         of its filing.

         (1)   Amount Previously Paid:


         (2)   Form, Schedule or Registration Statement No.:


         (3)   Filing Party:


         (4)   Date Filed:




RJR  NABISCO logo                                          News Release
- ---------------------------------------------------------------------------

CONTACT: Carol Makovich
         (212) 258-5785

NEW YORK, NEW YORK -- January 15, 1996 -- RJR Nabisco Holdings Corp. (NYSE:RN)
today announced that it has requested and received a written consent with
respect to 100 shares from an employee shareholder in connection with the
shareholder consent solicitation initiated by Bennett LeBow and Carl Icahn.
The consent was dated and received January 12, 1996, which is the record date
for the consent solicitation.

The company said that it had requested the shareholder to deliver the consent
in order to establish the maximum time period for which the LeBow/Icahn
consent solicitation would be open.  As a result, consents for the LeBow/Icahn
solicitation must be delivered within the next 60 days to be valid under
Delaware law.  Therefore, any consent dated or delivered to RJR Nabisco after
March 12, 1996 will not be valid.






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