Exhibit 10.31

                                 1995 AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT

     This is an amendment, dated as entered below, to the Employment Agreement
(the "Agreement") which was made the 271h day of May 1993 by and among RJR
Nabisco Holdings Corp., a Delaware corporation ("Holdings"), RJR Nabisco, Inc.,
a Delaware corporation and an indirect subsidiary of Holdings (the "Company")
and Charles M. Harper ("Executive").

                                    RECITALS
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     In  consideration of Executive  being given the  opportunity to receive an
increased  amount of compensation  for the fiscal year ending December 31, 1995,
and Holdings and the Company being able to provide more effective  incentives to
the  performance  of  Executive,  it is agreed by and  between  the  parties  as
follows:

         a)       Section 3.1  of the Agreement shall be amended in its entirety
                  for the fiscal year ending December 31, 1995, as follows:

                           "3.1  Salary.  The Company shall pay executive a Base
                                 ------
                           Salary at the rate of $600,000 per annum for the
                           period ending December 31, 1995."

                  Nothing in this Amendment shall cause Section 3.1 of the
                  Agreement to be amended for the fiscal years ending December
                  31, 1996 or 1997, or to remove the obligation of the Company
                  to increase the Base Salary rate 6% each January 1 of such
                  years compounded annually from a base of $1,200,000 in 1993.

         b)       Sections 3.2(a), (b) and (c) of the Agreement shall be amended
                  in their entirety as follows:

                           "3.2  Annual Bonus.  In addition to his Base Salary,
                                 ------------
                           executive shall be entitled for the fiscal year
                           ending December 31, 1995, to be granted Performance
                           Units pursuant to the Performance Unit Agreement
                           appended hereto as Attachment 1. The value of
                           Performance Units shall be determined by Cash Net
                           Income for 1995, as specified in the Performance Unit
                           Agreement and attachments thereto. For this purpose,
                           "Cash Net Income" means Cash Net Income from
                           continuing operations, determined without regard to
                           the effect of any unanticipated major financial or
                           corporate event or any change in accounting standards
                           that may be required or permitted by the Financial
                           Accounting Standards Board. This award shall be in
                           lieu of any award under the Company's Annual
                           Incentive Award Plan for the fiscal year ending
                           December 31, 1995.

                  Nothing in this Amendment shall cause Sections 3.2(a), (b) or
                  (c) of the Agreement to be amended for the fiscal year ending
                  December 31, 1996 or 1997.


                                              RJR NABISCO HOLDINGS CORP.

                                              BY /s/
                                                 ----------------------------
                                                     Executive Vice President
                                                  RJR NABISCO HOLDINGS CORP.

                                              BY /s/
                                                 ----------------------------
                                                     Executive Vice President


                                              BY /s/ Charles M. Harper
                                                 ----------------------------
                                                     Executive Vice President
Date: 2-15-95
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