<PAGE>

                                                                     Exhibit 4.1

                                FACE OF SECURITY
                                 FIXED RATE NOTE

REGISTERED                                             REGISTERED
NO. FXR                                                U.S. $ [PRINCIPAL AMOUNT]
                                                       CUSIP:*


      Unless this certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.*



----------
   *   Applies only if this Note is a Registered Global Security.
<PAGE>

                                  NABISCO, INC.
                                MEDIUM-TERM NOTE
                                  (FIXED RATE)

<TABLE>
<S>                         <C>                         <C>
--------------------------------------------------------------------------------
ORIGINAL ISSUE DATE:        INITIAL REDEMPTION DATE:    INTEREST RATE:
--------------------------------------------------------------------------------
INTEREST ACCRUAL DATE:      INITIAL REDEMPTION          MATURITY DATE:
                            PERCENTAGE:
--------------------------------------------------------------------------------
APPLICABILITY OF ANNUAL     ANNUAL REDEMPTION           OPTIONAL REPAYMENT
INTEREST PAYMENTS:          PERCENTAGE REDUCTION:       DATE(S):
================================================================================
</TABLE>


                                        2
<PAGE>

      Nabisco, Inc., a New Jersey corporation (together with its successors and
assigns, the "ISSUER"), for value received, hereby promises to pay to       , or
registered assignees, the principal sum of U.S. $         , on the Maturity Date
specified above (except to the extent previously redeemed or repaid) and to pay
interest thereon at the Interest Rate per annum specified above from the
Interest Accrual Date specified above until the principal hereof is paid or duly
made available for payment (except as provided below), semiannually in arrears
on the fifteenth day of March and September in each year (each such date an
"INTEREST PAYMENT DATE") commencing on the Interest Payment Date next succeeding
the Interest Accrual Date specified above, and at maturity (or on any redemption
or repayment date); PROVIDED, HOWEVER, that if the Interest Accrual Date occurs
between a Record Date, as defined below, and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date succeeding the Interest Accrual Date to the registered Holder of this Note
on the Record Date with respect to such second Interest Payment Date; and
PROVIDED, FURTHER, that if this Note is subject to "ANNUAL INTEREST PAYMENTS,"
interest payments shall be made annually in arrears and the term "INTEREST
PAYMENT DATE" shall be deemed to mean the fifteenth day of March in each year.

      Interest on this Note will accrue from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for, or,
if no interest has been paid or duly provided for, from and including the
Interest Accrual Date, until the principal hereof has been paid or duly made
available for payment (except as provided below). The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, subject
to certain exceptions described herein, be paid to the person in whose name this
Note (or one or more predecessor Notes) is registered at the close of business
on the date 15 calendar days prior to such Interest Payment Date (whether or not
a Business Day) (each such date a "RECORD DATE"); PROVIDED, HOWEVER, that
interest payable on the Maturity Date (or on any redemption or repayment date)
will be payable to the person to whom the principal hereof shall be payable. As
used herein, "BUSINESS DAY" means any day, other than a Saturday or Sunday, that
is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close in The City of New York.

      Payment of the principal of this Note, any premium and the interest due at
maturity (or on any redemption or repayment date) will be made in immediately
available funds upon surrender of this Note at the office or agency of the
Paying Agent, as defined on the reverse hereof, maintained for that purpose in
the Borough of Manhattan, The City of New York, or at such other paying agency
as the Issuer may determine. Payments of interest, other than interest due at
maturity or on any date of redemption or repayment, will be made by check mailed
to the address of the person entitled thereto as such address shall appear in
the Note register; PROVIDED, HOWEVER, that if the registered Holder of this Note
is (i) Cede & Co. or (ii) a holder of U.S. $10,000,000 or more in aggregate
principal amount of Notes having the same Interest Payment Date, such Holder
will be entitled to receive payments of interest, other than interest due at
maturity or on any date of redemption or repayment, by wire transfer of
immediately available funds if appropriate wire transfer instructions have been
received by the Paying Agent in writing not less than 15 calendar days prior to
the applicable Interest Payment Date.


                                        3
<PAGE>

      Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

      Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture, as defined on the reverse
hereof, or be valid or obligatory for any purpose.

      IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed
under its corporate seal.

DATED:                              NABISCO, INC.


                                    By ___________________________
                                       Name:
                                       Title:


TRUSTEE'S CERTIFICATE
OF AUTHENTICATION


This is one of the Notes referred to in the within-mentioned Indenture.

CITIBANK, N.A.,
  as Trustee


By _____________________________
   Authorized Officer


                                        4
<PAGE>

                               REVERSE OF SECURITY

      This Note is one of a duly authorized issue of Medium-Term Notes having
maturities of nine months or more from the date of issue (the "NOTES") of the
Issuer. The Notes are issuable under an Indenture, dated as of June 5, 1995 (the
"INDENTURE"), between the Issuer and Citibank, N.A., as Trustee (the "TRUSTEE,"
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
of the Issuer, the Trustee and Holders of the Notes and the terms upon which the
Notes are, and are to be, authenticated and delivered. The Issuer has appointed
Citibank, N.A. at its corporate trust office in The City of New York as the
paying agent (the "PAYING AGENT," which term includes any additional or
successor Paying Agent appointed by the Issuer) with respect to the Notes. The
terms of individual Notes may vary with respect to interest rates, interest rate
formulas, issue dates, maturity dates, or otherwise, all as provided in the
Indenture. To the extent not inconsistent herewith, the terms of the Indenture
are hereby incorporated by reference herein.

      This Note will not be subject to any sinking fund and, unless otherwise
provided on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or subject to repayment at the option of
the Holder prior to maturity.

      If so indicated on the face of this Note, this Note may be redeemed in
whole or in part at the option of the Issuer on or after the Initial Redemption
Date specified on the face hereof on the terms set forth on the face hereof,
together with interest accrued and unpaid hereon to the date of redemption
(except as provided below). If this Note is subject to "ANNUAL REDEMPTION
PERCENTAGE REDUCTION," the Initial Redemption Percentage indicated on the face
hereof will be reduced on each anniversary of the Initial Redemption Date by the
Annual Redemption Percentage Reduction specified on the face hereof until the
redemption price of this Note is 100% of the principal amount hereof, together
with interest accrued and unpaid hereon to the date of redemption (except as
provided below). Notice of redemption shall be mailed, not less than 30 nor more
than 60 days prior to the date fixed for redemption, to the registered Holders
of the Notes designated for redemption at their addresses as the same shall
appear on the Note register, subject to all the conditions and provisions of the
Indenture. In the event of redemption of this Note in part only, a new Note or
Notes for the amount of the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.

      If so indicated on the face of this Note, this Note will be subject to
repayment at the option of the Holder on the Optional Repayment Date or Dates
specified on the face hereof on the terms set forth herein. On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments of
$1,000 (provided that any remaining principal amount hereof shall not be less
than the minimum authorized denomination hereof) at the option of the Holder
hereof at a price equal to 100% of the principal amount to be repaid, together
with interest accrued and unpaid hereon to the date of repayment (except as
provided below). For this Note to be repaid at the option of the Holder


                                        5
<PAGE>

hereof, the Paying Agent must receive at its corporate trust office in the
Borough of Manhattan, The City of New York, at least 15 but not more than 30
days prior to the date of repayment, (i) this Note with the form entitled
"Option to Elect Repayment" below duly completed or (ii) a telegram, telex,
facsimile transmission or a letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States setting forth the name of the
Holder of this Note, the principal amount hereof, the certificate number of this
Note or a description of this Note's tenor and terms, the principal amount
hereof to be repaid, a statement that the option to elect repayment is being
exercised thereby and a guarantee that this Note, together with the form
entitled "Option to Elect Repayment" duly completed, will be received by the
Paying Agent not later than the fifth Business Day after the date of such
telegram, telex, facsimile transmission or letter; PROVIDED, that such telegram,
telex, facsimile transmission or letter shall only be effective if this Note and
form duly completed are received by the Paying Agent by such fifth Business Day.
Exercise of such repayment option by the Holder hereof shall be irrevocable. In
the event of repayment of this Note in part only, a new Note or Notes for the
amount of the unpaid portion hereof shall be issued in the name of the Holder
hereof upon the cancellation hereof.

      Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be. Interest payments for this
Note will be computed and paid on the basis of a 360-day year of twelve 30-day
months.

      In the case where the Interest Payment Date or the Maturity Date (or any
redemption or repayment date) does not fall on a Business Day, payment of
interest, premium, if any, or principal otherwise payable on such date need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date or on the
Maturity Date (or any redemption or repayment date), and no interest on such
payment shall accrue for the period from and after the Interest Payment Date or
the Maturity Date (or any redemption or repayment date) to such next succeeding
Business Day.

      This Note and all the obligations of the Issuer hereunder are direct,
unsecured obligations of the Issuer and rank without preference or priority
among themselves and PARI PASSU with all other existing and future unsecured and
unsubordinated indebtedness of the Issuer, subject to certain statutory
exceptions in the event of liquidation upon insolvency.

      This Note, and any Note or Notes issued upon transfer or exchange hereof,
is issuable only in fully registered form, without coupons, in denominations of
U.S. $1,000 and any integral multiple of U.S. $1,000 in excess thereof.

      The Trustee has been appointed registrar for the Notes, and the Trustee
will maintain at its office in The City of New York a register for the
registration and registration of transfer of Notes. The transfer of this Note
may be registered at the aforesaid office of the Trustee by surrendering this
Note for cancellation, accompanied by a written instrument of transfer in form
satisfactory to the


                                        6
<PAGE>

Trustee and duly executed by the registered Holder hereof in person or by the
Holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like aggregate
principal amount in authorized denominations, subject to the terms and
conditions set forth herein; PROVIDED, HOWEVER, that the Trustee will not be
required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the Holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Indenture
with respect to the redemption of Notes. Notes are exchangeable at said office
for other Notes of other authorized denominations of equal aggregate principal
amount having identical terms and provisions. All such exchanges and
registrations of transfer of Notes will be free of charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith. All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and executed by the registered Holder in person or by the Holder's
attorney duly authorized in writing. The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or registration of transfer.

      In case any Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the Issuer
in exchange for the Note so mutilated or defaced, or in lieu of the Note so
destroyed or lost or stolen, but, in the case of any destroyed or lost or stolen
Note, only upon receipt of evidence satisfactory to the Trustee and the Issuer
that such Note was destroyed or lost or stolen and, if required, upon receipt
also of indemnity satisfactory to each of them. All expenses and reasonable
charges associated with procuring such indemnity and with the preparation,
authentication and delivery of a new Note shall be borne by the owner of the
Note mutilated, defaced, destroyed, lost or stolen.

      In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal hereof and the interest accrued hereon, if any,
may be declared, and upon such declaration shall become, due and payable in the
manner, with the effect and subject to, the conditions provided in the
Indenture.

      The Indenture contains provisions which provide that, without prior notice
to any Holders, the Company and the Trustee may amend the Indenture and the
Securities of any series issued thereunder ("THE SECURITIES") with the written
consent of the holders of a majority in principal amount of the outstanding
Securities of all series affected by such supplemental indenture (all such
series voting as one class), and the holders of a majority in principal amount
of the outstanding Securities of all series affected thereby (all such series
voting as one class) by written notice to the Trustee may waive future
compliance by the Company with any provision of the Indenture or the


                                        7
<PAGE>

Securities of such series; PROVIDED that, without the consent of each Holder of
the Securities of each series affected thereby, an amendment or waiver,
including a waiver of past defaults, may not:

            (i) extend the stated maturity of the principal of, or any sinking
      fund obligation or any installment of interest on, such Holder's Security,
      or reduce the principal amount thereof or the rate of interest thereon
      (including any amount in respect of original issue discount), or any
      premium payable with respect thereto, or adversely affect the rights of
      such Holder under any mandatory redemption or repurchase provision or any
      right of redemption or repurchase at the option of such Holder, or reduce
      the amount of the principal of an Original Issue Discount Security that
      would be due and payable upon an acceleration of the maturity or the
      amount thereof provable in bankruptcy, or change any place of payment
      where, or the currency in which, any Security or any premium or the
      interest thereon is payable, or impair the right to institute suit for the
      enforcement of any such payment on or after the due date therefor;

            (ii) reduce the percentage in principal amount of outstanding
      Securities of the relevant series the consent of whose holders is required
      for any such supplemental indenture, for any waiver of compliance with
      certain provisions of the Indenture or certain Defaults and their
      consequences provided for in the Indenture;

            (iii) waive a Default in the payment of principal of or interest on
      any Security of such Holder; or

            (iv) modify any of the provisions of the Indenture governing
      supplemental indentures with the consent of Securityholders except to
      increase any such percentage or to provide that certain other provisions
      of the Indenture cannot be modified or waived without the consent of the
      holder of each outstanding Security affected thereby.

      It is also provided in the Indenture that, subject to certain conditions,
the holders of at least a majority in principal amount of the outstanding
Securities of all series affected (voting as a single class), by notice to the
Trustee, may waive an existing Default or Event of Default with respect to the
Securities of such series and its consequences, except a Default in the payment
of principal of or interest on any Security or in respect of a covenant or
provision of the Indenture which cannot be modified or amended without the
consent of the holder of each outstanding Security affected. Upon any such
waiver, such Default shall cease to exist, and any Event of Default with respect
to the Securities of such series arising therefrom shall be deemed to have been
cured, for every purpose of the Indenture; but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right
consequent thereto.

      So long as this Note shall be outstanding, the Issuer will cause to be
maintained an office or agency for the payment of the principal of and premium,
if any, and interest on this Note as herein provided in the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, registration of transfer and exchange as
aforesaid of the


                                        8
<PAGE>

Notes. The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide. So long as there shall be such
an agency, the Issuer shall keep the Trustee advised of the names and locations
of such agencies, if any are so designated.

      With respect to moneys paid by the Issuer and held by the Trustee or any
Paying Agent for payment of the principal of or interest or premium, if any, on
any Notes that remain unclaimed at the end of two years after such principal,
interest or premium shall have become due and payable (whether at maturity or
upon call for redemption or otherwise), (i) the Trustee or such Paying Agent
shall notify the Holders of such Notes that such moneys shall be repaid to the
Issuer and any person claiming such moneys shall thereafter look only to the
Issuer for payment thereof and (ii) such moneys shall be so repaid to the
Issuer. Upon such repayment all liability of the Trustee or such Paying Agent
with respect to such moneys shall thereupon cease, without, however, limiting in
any way any obligation that the Issuer may have to pay the principal of or
interest or premium, if any, on this Note as the same shall become due.

      No provision of this Note or of the Indenture shall alter or impair the
obligation of the Issuer, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on this Note at the time, place, and
rate, and in the coin or currency, herein prescribed unless otherwise agreed
between the Issuer and the registered Holder of this Note.

      Prior to due presentment of this Note for registration of transfer, the
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
Holder in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Issuer, the
Trustee or any such agent shall be affected by notice to the contrary.

      No recourse shall be had for the payment of the principal of, premium, if
any, or the interest on this Note, for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Issuer or of any successor
corporation, either directly or through the Issuer or any successor corporation,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

      This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.

      All terms used in this Note which are defined in the Indenture and not
otherwise defined herein shall have the meanings assigned to them in the
Indenture.


                                        9
<PAGE>

                                  ABBREVIATIONS

      The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

      TEN COM  -  as tenants in common
      TEN ENT  -  as tenants by the entireties
      JT TEN   -  as joint tenants with right of survivorship and not as tenants
                  in common


      UNIF GIFT MIN ACT- ________________ Custodian ________________
                              (Cust)                    (Minor)

      Under Uniform Gifts to Minors Act _______________________
                                               (State)

      Additional abbreviations may also be used though not in the above list.

                                   ----------


                                       10
<PAGE>

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


---------------------------------------
[PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE]


                                                      --------------------------

                                                      --------------------------


--------------------------------------------------------------------------------
    [PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OF ASSIGNEE]


the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such note on the books of the
Issuer, with full power of substitution in the premises.


Dated:_____________________


NOTICE:    The signature to this assignment must correspond with the name as
           written upon the face of the within Note in every particular without
           alteration or enlargement or any change whatsoever.


                                       11
<PAGE>

                            OPTION TO ELECT REPAYMENT

           The undersigned hereby irrevocably requests and instructs the Issuer
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the Optional Repayment Date, to the undersigned at

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
         (Please print or typewrite name and address of the undersigned)

           If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the Holder elects to have repaid:
__________________; and specify the denomination or denominations (which shall
not be less than the minimum authorized denomination) of the Notes to be issued
to the Holder for the portion of the within Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid): ____________________________.


Dated:________________               ___________________________________________
                                     NOTICE: The signature to this
                                     assignment must correspond with the
                                     name as written upon the face of the within
                                     Note in every particular without alteration
                                     or enlargement or any change whatsoever.


NOTICE: The signature on this Option to Elect Repayment must correspond with the
name as written upon the face of the within instrument in every particular
without alteration or enlargement.


                                       12