Exhibit 10.43


                                                                    LTIP-95

Name of Employee: Steven F. Goldstone        Principal of Loan: $500,002.25

Loan Date: December 5, 1995              Number of Shares Purchased: 16,529



                          SECURED PROMISSORY NOTE

     FOR VALUE RECEIVED, the person named above (the "Employee"), hereby
promises to pay to the order of RJR NABISCO HOLDINGS CORP., a Delaware
corporation (the "Company"), at its office located at 1301 Avenue of the
Americas, New York, New York 10019, or at such other place as the holder
may hereafter designate, the respective principal amount of the loan (the
"Loan") specified above plus accrued interest on the Repayment Date (as
defined below) or on such other dates specified in paragraphs 4 and 5 as
the case may be.

     1.    Interest.
           --------

     Except as otherwise provided in paragraphs 4 and 5, interest shall
accrue from and including the loan date specified above (the "Loan Date")
at the lower of (i) the applicable Federal rate for long-term loans on the
Loan Date determined in accordance with Section 1274(d) of the Internal
Revenue Code of 1986, as amended, (the "Code") or (ii) 9%, and interest on
the unpaid principal amount of the Loan shall be compounded semi-annually
but shall not be payable until the Repayment Date or such earlier date on
which the Loan is repaid.

     2.    Stock Purchase; Use of Proceeds.
           -------------------------------

     The Employee hereby represents and convenants that the proceeds of the
Loan shall be used exclusively by the Employee to pay for the above
specified number of shares (the "Stock") of Common Stock of the Company, to
be purchased by the Employee on the Loan Date from the RJR Nabisco Holdings
Corp. 1990 Long-Term Incentive Plan.

     3.   Pledge.
          ------

     (a)  In consideration of the principal amount of the Loan loaned to
the Employee by the Company, payment of which, less tax amounts retained by
the Company pursuant to paragraph 6, is hereby acknowledged, the Employee
hereby grants a security interest to the Company in the Stock, duly
endorsed in blank and herewith delivered to the Company, together with any
other securities (including, without limitation, any notes, bonds,
debentures or other indebtedness, any shares of preferred or common stock
and any instruments evidencing such indebtedness or shares) or other non-
cash property distributed on or with respect to the Stock or such other
securities (collectively, the "Distributed Property") and any proceeds from
the sale or other disposition of all or any portion of the Stock or the
Distributed Property. The Employee agrees that the Company shall hold the
Stock and any Distributed





























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Property, which upon receipt by the Employee shall be pledged and delivered
to the Company as security for the repayment of the principal amount of and
interest on the Loan, and shall not encumber or dispose of the Stock or any
Distributed Property except in accordance with the provisions of Paragraph
4 hereof.

     (b   The Employee represents that there are no restrictions upon the
transfer of the Stock and that the Company has the right to transfer such
Stock free of any other encumbrances and without obtaining the consent of
other stockholders. The Employee agrees that the Stock may not be sold,
tendered, assigned, transferred, pledged or otherwise encumbered to any
person or party other than the Company prior to the repayment of the
principal amount of and interest on the Loan.

     (c)  Immediately and without further notice, whenever the Loan becomes
immediately due and payable under Paragraph 4 or Paragraph 5, the Company
or its nominee shall have, with respect to the Stock and any Distributed
Property, the right to exercise all other corporate rights and all
conversion, exchange, subscription or other rights, privileges or options
pertaining thereto as if it were the absolute owner thereof, including,
without limitation, the right to exchange any or all of the Stock and any
Distributed Property upon the merger, consolidation, reorganization,
recapitalization or other readjustment of the issuer thereof, or upon the
exercise by such issuer of any right, privilege, or option pertaining to
any of the Stock and any Distributed Property, and, in connection
therewith, to deliver any of the Stock and any Distributed Property to any
committee, depository, transfer agent, registrar or other designated agency
upon such terms and conditions as it may determine, all without liability
except to account for property actually received by it; but the Company
shall have no duty to exercise any of the aforesaid rights, privileges or
options and shall not be responsible for any failure to do so or delay in
so doing.

     (d)  Unless the Loan shall have become immediately due and payable,
the Employee shall be entitled to receive for his own use cash dividends
paid on the Stock. After the Loan becomes due and payable, the Company may
require any cash dividends subsequently paid to be delivered to the Company
as additional security hereunder or applied toward the satisfaction of the
obligations.

     (e)  The Employee shall be the stockholder of record of the Stock and
shall have all voting rights as such.

     (f)  If the Company shall be reorganized, or consolidated or merged
with another corporation, any stock, securities or other property
exchangeable for the Stock pursuant to such reorganization, consolidation
or merger shall be deposited with the Company and shall become subject to
the restrictions and conditions hereof to the same extent as if it had been
the original property pledged hereby.































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     4.    Repayment and When Loan Is Due and Payable.
           ------------------------------------------

     (a)  Except as otherwise provided in paragraphs 4(a)(ii) and 5, the
Loan shall become due and payable, and the Employee shall repay the
principal amount of and interest on the Loan on the date on which proceeds
from the sale of Stock are received or the date that is the thirtieth
(30th) anniversary of the Loan Date, whichever is earlier (the "Repayment
Date"). Except as provided in paragraph 5, until the principal amount of
and accrued interest on the Loan are repaid in full, Stock shall only be
sold by the Company, acting on behalf of the Employee, on instructions from
the Employee, and:

     (i)  if the proceeds from the sale of the Stock are greater than the
                                                         -------
          principal amount of and accrued interest on the Loan, the Company
          shall remit the difference, less applicable taxes, to the
          Employee; or

     (ii) If the proceeds from the first sale of any of the Stock are less
                                                                      ----
          than the principal amount of and accrued interest on the Loan,
          payment of the balance is due, and must be made with interest as
          determined under subsection (i) or (ii) of Paragraph 1 by the
          earlier of the thirtieth (30th) anniversary of the Loan Date or
          the 730th day after such sale of the Stock. If the Employee fails
          to repay the balance due plus interest by such time, the balance
          of the principal amount of and accrued interest on the Loan, will
          be immediately due and payable and will thereafter accrue
          interest at the highest of 1) 120% of the published applicable
          Federal rate on the Repayment Date, 2) 120% of the published
          applicable Federal rate on the 730th day after the sale of the
          Stock, or 3) the published applicable Federal rate on the Loan
          Date, which interest shall be compounded semi-annually.

     (b)  In the event of the Employee's termination of employment with the
Company, he shall, as of the date of termination, be deemed to have
instructed the Company to sell the Stock, pursuant to Paragraph (a) above;
provided, however Company shall sell such number of shares of the Stock as
the Company believes is necessary to yield proceeds sufficient to pay the
principal, accrued interest on the Loan, and related taxes, and shall
deliver the balance of the shares of the Stock, if any, plus the balance of
the proceeds from the sale of the shares of the Stock, if any, to the
Employee or the Employee's estate. If the proceeds of the sale are less
than the principal amount of and the accrued interest on the Loan, the
obligations of sub-Paragraph 4(a)(ii) shall be the responsibility of the
Employee or the Employee's estate.

     (c)  Upon receipt of instructions from the Employee to sell the Stock,
the Company shall use its reasonable best efforts to sell such Stock in the
market or otherwise as promptly as practicable. Notwithstanding anything to
the contrary contained herein, the Employee acknowledges and agrees that
the Company shall have no liability with respect to any such sale or
purchase or the price obtained in connection therewith and the Employee
agrees to indemnify and hold the Company harmless from any claims relating
thereto.



























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5.   Default.
     -------

     In the event that the Employee defaults in the performance of any of
the terms of this Note, or in the payment when due of the principal of and
accrued interest on the Loan, the Company shall have the rights and
remedies provided in the Uniform Commercial Code then in force in the State
of Delaware and, in this connection, the Company may, upon five days'
notice to the Employee, sent by registered mail, and without liability for
any diminution in price which may have occurred, sell any Stock and any
Distributed Property pledged hereby and not previously sold in such manner
and for such price as the Company may determine. At any bona fide public
sale the Company shall be free to purchase all or any part of such Stock or
Distributed Property. Out of the proceeds of any sale the Company may
retain an amount equal to the principal of and accrued interest on the
Loan, plus the amount of the expenses of the sale and any taxes due, and
shall pay any balance of such proceeds to the Employee. In the event that
the proceeds of any sale are insufficient to cover the principal of and
accrued interest on the Loan plus the expenses of the sale and any taxes
due, the Employee shall remain liable for any deficiency.

     6.   Taxes.
          -----

     Any taxes of the Employee required to be paid or withheld by the
Company by federal, state or local laws in relation to the ownership of the
Stock, the grant or sale of the Stock, or the Loan, or otherwise in
connection therewith shall be paid to the Company by the Employee, or
retained from the proceeds of the Loan by the Company, on the date the
Stock is granted.

     7.   Notices.
          -------

     Any notices required to be given hereunder to the Company shall be
addressed to the Treasurer, RJR Nabisco Inc., 1301 Avenue of the Americas,
New York, New York, 10019 and any notice required to be given hereunder to
the Employee shall be sent to the Employee's address as shown on the
records of the Company.

     8.   No Employment.
          -------------

     Nothing contained herein or in any other agreement entered into by the
Company and the Employee contemporaneously with the execution of this Note,
(i) obligates the Company or any of its parents or subsidiaries to employ
the Employee in any capacity whatsoever or (ii) prohibits or restricts the
Company or any of its parents or subsidiaries from terminating the
employment, if any, of the Employee at any time or for any reason
whatsoever, with or without cause, and the Employee hereby acknowledges and
agrees that neither the Company nor any of its parents or subsidiaries has
made any representations or promises whatsoever to the Employee concerning
the Employee's employment or continued employment by the Company or any of
its parents or subsidiaries. The provisions of this Note shall be
interpreted independently of any other agreement, understanding or course
of dealing between the Employee, on the one hand, and the Company and any
of its parents and subsidiaries, on the other.



























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9.   Binding Effect.
     --------------

     The provisions of this Note shall be binding upon and accrue to the
benefit of the Employee and the Company and their respective heirs, legal
representatives, successors and assigns.

10.  Waiver.
     ------

     The Employee and all guarantors and endorsers of this Note severally
irrevocably waive diligence, demand, presentment, notice of nonpayment and
protest, and assent to extensions of the time of payment, surrender or
other indulgence, without notice. Any waiver by the Company of any default
under this Note or any other breach by the Employee of any provision of
this Note shall be in writing and shall not operate as a waiver of any
future default or breach by the Employee.

     11.  Amendment.
          ---------

     This Note may be amended only by a written instrument signed by the
Company and the Employee.

     12. Applicable Law: Jurisdiction.
         ----------------------------

     The laws of the State of Delaware shall govern the interpretation,
validity and performance of the terms of this Note, without reference to
rules relating to conflicts of law. Any suit, action or proceeding against
the Employee with respect to this Note, or any judgment entered by any
court in respect of any hereof, may be brought in any court of competent
jurisdiction in the States of Delaware or New York, as the Company may
elect in its sole discretion, and the Employee hereby submits to the
nonexclusive jurisdiction of such courts for the purpose of any such suit,
action, proceeding or judgment. By the execution and delivery of this Note,
the Employee appoints The Prentice-Hall Corporation System, Inc., 375
Hudson Street, 11th Floor, New York, New York, 10014, as his agent upon
which process may be served in any such suit, action or proceeding. Service
of process upon such agent, together with notice of such service given to
the Employee in the manner provided in Paragraph 13 below shall be deemed
in every respect effect service of process upon him in any suit, action or
proceeding. Nothing herein shall in any way be deemed to limit the ability
of the Company to serve any such writs, process or summonses in any other
manner permitted by applicable law or to obtain jurisdiction over the
Employee, in such other jurisdictions, and in such manner, as may be
permitted by applicable law. The Employee hereby irrevocably waives any
objections which he many now or hereafter have to the laying of the venue
of any suit, action or proceeding arising out of or relating to this Note
brought in any court of competent jurisdiction in the States of Delaware or
New York, and hereby further irrevocably waives any claim that any such
suit, action or proceeding brought in any such court has been brought in
any inconvenient forum. No suit, action or proceeding against the Company
with respect to this Note may be brought in any court, domestic or foreign,
or before any similar domestic or





























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foreign authority other than in a court of competent jurisdiction in the
States of Delaware or New York, and the Employee hereby irrevocably waives
any right which he may otherwise have had to bring such an action in any
other court, domestic or foreign, or before any similar domestic or foreign
authority.


                                    /s/                             
                                   ---------------------------------
                                             Employee







































































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