UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
RJR NABISCO HOLDINGS CORP.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
74960K 876
(CUSIP Number)
Marc Weitzen, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036
(212) 626-0888
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 6, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box //.
Check the following box if a fee is being paid with the statement
//. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
Page 1 of 2 Pages
SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D filed with the U.S. Securities and
Exchange Commission ("SEC") on March 11, 1996, by High River
Limited Partnership, a Delaware limited partnership ("High River"),
Riverdale Investors Corp. Inc., a Delaware corporation
("Riverdale"), Barberry Corp., a Delaware corporation ("Barberry")
and Carl C. Icahn, a citizen of the United States of America
(collectively, the "Registrants") and amended by Amendment No. 1
("Amendment No. 1") filed with the Securities and Exchange
Commission on June 6, 1996, is further amended to correct Schedule
A to Amendment No. 1.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: June 6, 1996
RIVERDALE INVESTORS CORP., INC.
By: /s/Robert J. Mitchell
Robert J. Mitchell
Its: Vice President and Treasurer
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE INVESTORS CORP. INC.
Its: General Partner
By: /s/Robert J. Mitchell
Robert J. Mitchell
Its: Vice President and Treasurer
By: /s/ Carl C. Icahn
Carl C. Icahn
(Signature Page of Schedule 13D Amendment No. 2 with respect
to RJR Nabisco Holdings Corp.)
Page 2 of 2 Pages
SCHEDULE A
Schedule of Transactions in the Shares
No. of Shares Price Per
Name Date of Purchase Purchased Per Share1
High River 5/21/96 28,400 30.875
Limited 130,500 31
Partnership 18,500 31.125
High River 5/22/96 22,600 30.875
Limited
Partnership
High River 5/23/96 2,000 30.875
Limited
Partnership
1/ Excludes brokerage commissions.
