Exhibit 3.4(a)






                                RJR NABISCO, INC.

                                     BY-LAWS

                      As Amended Effective October 11, 1995



                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS
                            ------------------------


         Section 1.  Place of Meetings.  Meetings of the stockholders of the
                     ------------------
Corporation shall be held at such place either within or without the State of
Delaware as the Board of Directors may determine.

         Section 2.  Annual and Special Meetings.  Annual meetings of
                     ----------------------------
stockholders shall be held, at a date, time and place fixed by the Board of
Directors and stated in the notice of meeting, to elect a Board of Directors and
to transact such other business as may properly come before the meeting. 
Special meetings of the stockholders may be called by the Chairman for any
purpose and shall be called by the Chairman or the Secretary if directed by the
Board of Directors or requested in writing by the holders of not less than 25%
of the common stock of the Corporation.  Each such stockholder request shall
state the purpose of the proposed meeting.

         Section 3.  Notice.  Except as otherwise provided by law or by the
                     -------
Certificate of Incorporation, at least 10 and not more than 60 days before each 
meeting of stockholders, written notice of the time, date and place of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be given to each stockholder.

         Section 4.  Quorum.  At any meeting of stockholders, the holders of
                     -------
record, present in person or by proxy, of a majority of the Corporation's issued
and outstanding common stock shall constitute a quorum for the transaction of
business, except as otherwise provided by law or by the Certificate of
Incorporation.  In the absence of a quorum, any officer entitled to preside at
or to act as secretary of the meeting shall have power to adjourn the meeting
from time to time until a quorum is present.



<PAGE>



         Section 5.  Voting.  Except as otherwise provided by law or by the
                     -------
Certificate of Incorporation, all matters submitted to a meeting of stockholders
shall be decided by vote of the holders of record, present in person or by
proxy, of a majority of the Corporation's issued and outstanding common stock. 
The date and time of the opening and closing of the polls for each matter upon
which stockholders will vote shall be announced at the meeting.

         Section 6.  Inspectors of Election.  Prior to any meeting of the
                     -----------------------
stockholders, the Board of Directors shall appoint one or more inspectors to act
at the meeting and make a written report thereof in accordance with the Delaware
General Corporation Law.  The Board of Directors may designate one or more
persons as alternate inspectors to replace any inspector who fails to act.  Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath to execute faithfully the duties of inspector with strict impartiality
and according to the best of his ability.

                                   ARTICLE II

                                    DIRECTORS
                                    ---------


         Section 1.  Number, Election and Removal of Directors.  The number of
                     ------------------------------------------
Directors that shall constitute the Board of Directors shall be not less than
one nor more than seventeen.  The first Board of Directors shall consist of
three Directors.  Thereafter, within the limits specified above, the number of
Directors shall be determined by the Board of Directors or by the stockholders. 
The Directors shall be elected by the stockholders at their annual meeting and
shall serve until the next annual meeting of the stockholders and until their
successors are elected and shall qualify.  Vacancies and newly created
directorships resulting from any increase in the number of Directors may be
filled by a majority of the Directors then in office, although less than a
quorum, or by the sole remaining Director or by the stockholders, and any
Director so chosen shall serve until the next annual meeting of the stockholders
and until his successor shall be elected and shall qualify.  A Director may be
removed with or without cause by the stockholders.

         Section 2.  Meetings.  Regular meetings of the Board of Directors shall
                     ---------
be held at such times and places as may from time to time be fixed by the Board
of Directors or as may be specified in a notice of meeting.  Special meetings of
the Board of Directors may be held at any time upon the call of the Chairman and
shall be called by the Chairman or the Secretary if directed by the Board of
Directors.  A meeting of the Board of Directors may be held without notice 



                                       2



<PAGE>



immediately after the annual meeting of the stockholders.  Notice need not be
given of regular or special meetings of the Board of Directors.

         Section 3.  Quorum.  One-third of the total number of Directors shall
                     -------
constitute a quorum for the transaction of business.  If a quorum is not present
at any meeting of the Board of Directors, the Directors present may adjourn the 
meeting from time to time, without notice other than announcement at the
meeting, until such a quorum is present.  Except as otherwise provided by law,
the Certificate of Incorporation of the Corporation, these By-Laws or any
contract or agreement to which the Corporation is a party, the act of a majority
of the Directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors.

         Section 4.  Executive Committee.  The Board of Directors, by resolution
                     --------------------
adopted by a majority of the entire Board, may appoint from among its members an
Executive Committee consisting of the Chairman and at least two other Directors.
Meetings of the Executive Committee shall be held without notice at such dates,
times and places as shall be determined by the Executive Committee.  The
Executive Committee shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
Corporation that are permitted by law to be exercised by a committee of the
Board of Directors, including the power to declare dividends, to authorize the
issuance of stock and to adopt a certificate of ownership and merger of parent
corporation and subsidiary or subsidiaries; provided, however, that the
Executive Committee shall not have the power or authority of the Board of
Directors in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation with respect to the Corporation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
amending the By-Laws of the Corporation or adopting a certificate of ownership
and merger of the Corporation (other than a certificate of ownership and merger
of parent corporation and subsidiary or subsidiaries).  The majority of the
members of the Executive Committee shall constitute a quorum.  Minutes shall be
kept of the proceedings of the Executive Committee, which shall be reported at
meetings of the Board of Directors.  The Executive Committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the Board of Directors of the Corporation, fix any of the
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
Corporation or fix the number of shares of any series of stock or authorized the
increase or decrease of the shares of any series.



                                       3



<PAGE>



         Section 5.  Other Committees of Directors.  The Board of Directors may,
                     ------------------------------
by resolution adopted by a majority of the Board of Directors, designate one or
more other committees to have and exercise such power and authority as the Board
of Directors shall specify.  In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another Director to act at the meeting in place of any such 
absent or disqualified member.

                                   ARTICLE III

                                    OFFICERS
                                    --------


         Section 1.  Description and Terms.  The officers of the Corporation
                     ---------------------
shall be the Chairman, who shall be the Chief Executive Officer of the
Corporation, two Vice Chairmen, a President, a Secretary, a Treasurer and such
other additional officers with such titles as the Board of Directors shall
determine, all of whom shall be chosen by and serve at the pleasure of the
Board; provided that the Chairman may appoint Senior Vice Presidents, Vice
Presidents or Assistant Officers at his discretion.  Subject to such limitations
as may be imposed by the Board of Directors, the Chairman shall have full
executive power and authority with respect to the Corporation.  Each Vice
Chairman and the President shall have such powers and authority as the Chairman
may determine.  If the Chairman is absent or incapacitated, the President shall
have all the power and authority of the Chairman.  Other officers shall have the
usual powers and shall perform all the usual duties incident to their respective
offices.  All officers shall be subject to the supervision and direction of the
Board of Directors.  The authority, duties or responsibilities of any officer of
the Corporation may be suspended by the Chairman with or without cause.  Any
officer elected or appointed by the Board of Directors may be removed by the
Board of Directors with or without cause.  Subject to such limitations as the
Board of Directors may provide, each officer may further delegate to any other
officer or any employee or agent of the Corporation such portions of his
authority as the officer shall deem appropriate, subject to such limitation as
the officer shall specify, and may revoke such authority at any time.

         Section 2.  Stockholder Consents and Proxies.  The Chairman, each Vice
                     ---------------------------------
Chairman, the President, the Secretary and the Treasurer, or any one of them,
shall have the power and authority on behalf of the Corporation to execute any
stockholders' consents or proxies and to attend and act and vote in person or by
proxy at any meetings of the stockholders of any corporation in which the
Corporation may own stock, and at any such meetings shall possess and may
exercise any and all of the rights and powers incident to the ownership of such 



                                       4



<PAGE>



stock which as the owner thereof the Corporation might have possessed and
executed if present.  The Board of Directors, by resolutions from time to time,
may confer like powers upon any other officer.

                                   ARTICLE IV

                                 INDEMNIFICATION
                                 ---------------


         To the fullest extent permitted by the Delaware General Corporation
Law, the Corporation shall indemnify any current or former Director or officer
of the Corporation and may, at the discretion of the Board of Directors,
indemnify any current or former employee or agent of the Corporation against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding brought by or in the
right of the Corporation or otherwise, to which he was or is a party or is
threatened to be made a party by reason of his current or former position with
the Corporation or by reason of the fact that he is or was serving, at the
request of the Corporation, as a director, officer, partner, trustee, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise.

                                    ARTICLE V

                               GENERAL PROVISIONS
                               ------------------


         Section 1.  Notices.  Whenever any statute, the Certificate of
                     --------
Incorporation or these By-Laws require notice to be given to any Director or
stockholder, such notices may be given in writing by mail, addressed to such
Director or stockholder at his address as it appears on the records of the
Corporation, with postage thereon prepaid.  Such notice shall be deemed to have 
been given when it is deposited in the United States mail.  Notice to Directors
may also be given by telegram or facsimile transmission or be delivered
personally or by telephone.

         Section 2.  Fiscal Year.  The fiscal year of the Corporation shall be
                     ------------
fixed by the Board of Directors.



                                       5