RJR NABISCO HOLDINGS CORP
DEFA14A, 1996-02-13
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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         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.

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         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:

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               computed pursuant to Exchange Act Rule 0-11:

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

                              Steven F. Goldstone
                                   President
                                      and
                            Chief Executive Officer



                                                   February    , 1996


XXXXXXXXXXX
XXXXXXXXXXX
XXXXXXXXXXX
XXXXXXXXXXX


Dear          :


                                told me that you and he had a good
conversation on                   .

               I appreciate your views that public messages can sometimes be
more useful to you than private conversations with management.  But as
   discussed with you, the message in this case would encourage and support
Mr. LeBow, whose presence causes very real disruptions to the tobacco
business.  We are working hard to get that business to perform this year, and
as one of our largest shareholders, I hope you can help us.

               Please give us your support.  If you have any questions, you
can reach me at (212) 258-5618.


                                       Sincerely,



                                       /s/ Steven F. Goldstone





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