Exhibit 10.35


                                                       Conversion - CMH 
                                                       N Option
                                                       1995

                          NABISCO HOLDINGS CORP. 

                       1994 LONG TERM INCENTIVE PLAN 

                           STOCK OPTION AGREEMENT

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

                      DATE OF GRANT: JANUARY 19, 1995
                                     ----------------

                            W I T N E S S E T H:

    1. Grant of Option. Subject to (i) the surrender of one half(50%) of
       ----------------
the unexercised Options issued to Optionee under the Stock Option Plan for
Directors and Key Employees of RJR Nabisco Holdings Corp. and Subsidiaries
and the RJR Nabisco Holdings Corp. 1990 Long Term Incentive Plan
(collectively, the "RJR Plans") (ii) the terms and conditions in this Stock
Option Agreement and (iii) the provisions of the Nabisco Holdings Corp.
1994 Long Term Incentive Plan (the "Plan"), Nabisco Holdings Corp. (the
"Company") on the above date has granted to

                     Charles M. Harper (the "Optionee"), 

the right and option to exercise from the Company a total of

                              1,090,550 shares

of Common Stock, no par value, of the Company, at the exercise price of
$24.50 per share (the "Option"). A copy of the Plan is attached and made a
part of this agreement with same effect as if set forth in the agreement
itself. All capitalized terms used herein shall have the meaning set forth
in the Plan, unless the context requires a different meaning.

     2. Exercise of Option.
        ------------------

    (a) Shares may be purchased by giving the Corporate Secretary of the
Company written notice of exercise, on a form prescribed by the Company,
specifying the number of shares to be purchased. The notice of exercise
shall be accompanied by

     (i)  tender to the Company of cash for the full purchase price of the
          shares with respect to which such Option or portion thereof is
          exercised; or
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     (ii) the unsecured, demand borrowing by the Optionee from the Company
          on an open account maintained solely for this purpose in the
          amount of the full exercise price together with the instruction
          from the Optionee to sell the shares exercised on the open market
          through a duly registered broker-dealer with which the Company
          makes an arrangement for the sale of such shares under the Plan.
          This method is known as the "broker-dealer exercise method" and
          is subject to the terms and conditions set forth herein, in the
          Plan and in guidelines established by the Committee. The Option
          shall be deemed to be exercised simultaneously with the sale of
          the shares by the broker-dealer. If the shares purchased upon the
          exercise of an Option or a portion thereof cannot be sold for a
          price equal to or greater than the full exercise price plus
          direct costs of the sales, then there is no exercise of the
          Option. Election of this method authorizes the Company to deliver
          shares to the broker-dealer and authorizes the broker-dealer to
          sell said shares on the open market. The broker-dealer will remit
          proceeds of the sale to the Company which will remit net proceeds
          to the Optionee after repayment of the borrowing, deduction of
          costs, if any, and withholding of taxes. The Optionee's borrowing
          from the Company on an open account shall be a personal
          obligation of the Optionee which shall bear interest at the
          published Applicable Federal Rate (AFR) for short-term loans and
          shall be payable upon demand by the Company. Such borrowing may
          be authorized by telephone or other telecommunications acceptable
          to the Company. Upon such borrowing and the exercise of the
          Option or portion thereof, title to the shares shall pass to the
          Optionee whose election hereunder shall constitute instruction
          to the Company to register the shares in the name of the broker-
          dealer or its nominee. The Company reserves the right to
          discontinue this broker-dealer exercise method at any time for
          any reason whatsoever. The Optionee agrees that if this broker-
          dealer exercise method under this paragraph is used, the Optionee
          promises unconditionally to pay the Company the full balance in
          his open account at any time upon demand. Optionee also agrees to
          pay interest on the account balance at the AFR for short-term
          loans from and after demand.

    (b) Notwithstanding provisions for regular exercise, if more than 80%
of the aggregate value of all classes of Company common stock is owned,
directly or indirectly, by RJR Nabisco Holdings Corp. on the date of
exercise then the Company may, in its absolute discretion, make a cash
payment to the Optionee equal to the product of (x) and (y), where (x) is
the excess of the fair market value of Company common stock on the date of
exercise over the exercise price, and (y) is the number of shares subject
to the Option(s) being exercised. Such cash payment shall be in lieu of
delivery of shares.

    (c) Subject to Section 2(d) herein, this Option shall be fully vested
on the Date of Grant. To the extent that any of the Option is not
exercised, it shall be not expire, but


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shall continue to be vested at any time thereafter until this Option shall
terminate, expire or be surrendered. An exercise shall be for whole shares
only.

    (d) This Option shall not be exercised prior to 36 months after the
Date of Grant.

    3. Rights in Event of Termination of Employment.
       ---------------------------------------------

    Unless optionee is Terminated for Cause (as defined in Section 11
herein) and subject to Section 4 herein, the Option shall remain fully
exercisable as to all shares after termination from active employment.

    4. Expiration of Option. The Option shall expire or terminate and may
       ---------------------
not be exercised to any extent by the Optionee after the first to occur of
the following events:

    (a) The fifteenth anniversary of the month containing the Date of
Grant, or such earlier time as the Company may determine is necessary or
appropriate in light of applicable foreign tax laws; or

    (b) Immediately upon the Optionee's Termination of Employment for Cause
(as defined in Section 11 herein).

    5. Transferability. Other than as specifically provided with regard to
       ----------------
the death of the Optionee, this option agreement and any benefit provided
or accruing hereunder shall not be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge; and
any attempt to do so shall be void. No such benefit shall, prior to receipt
thereof by the Optionee, be in any manner liable for or subject to the
debts, contracts, liabilities, engagements or torts of the Optionee.

    6. No Right to Employment.  Neither the execution and delivery of this
       -----------------------
agreement nor the granting of the Option evidenced by this agreement shall
constitute or be evidence of any agreement or understanding express or
implied, on the part of the Company or its subsidiaries to employ the
Optionee for any specific period or shall prevent the Company or its
subsidiaries from terminating the Optionee's employment at any time with or
without

     7. Adjustments in Option
        ---------------------
    In the event that the outstanding shares of the Common Stock subject to
the Option are, from time to time, changed into or exchanged for a
different number or kind of shares of the Company or other securities by
reason of a merger, consolidation, recapitalization, reclassification,
stock split, stock dividend, combination of shares, or otherwise, the
Committee shall make an appropriate and equitable adjustment in the number
and kind of shares or other consideration as to which the Option, or
portions thereof then unexercised, shall be exercisable. Any adjustment
made by the Committee shall be final and binding upon the Optionee, the
Company and all other interested person


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    8. Application of Laws. The granting and the exercise of this Option
       -------------------
and the obligations of the Company to sell and deliver shares hereunder and
to remit cash under the broker-dealer exercise method shall be subject to
all applicable laws, rules, and regulations and to such approvals of any
governmental agencies as may be required.

    9. Taxes. Any taxes required by federal, state, or local laws to be
       -----
withheld by the Company (i) on exercise by the Optionee of the Option for
Common Stock, or (ii) at the time an election, if any, is made by the
Optionee pursuant to Section 83(b) of the Internal Revenue Code, as
amended, shall be paid to the Company before delivery of the Common Stock
is made to the Optionee. When the Option is exercised under the broker-
dealer exercise method, the full amount of any taxes required to be
withheld by the Company on exercise of stock options shall be deducted by
the Company from the proceeds.

    10. Notices. Any notices required to be given hereunder to the Company
        -------
shall be addressed to The Secretary, RJR Nabisco Holdings Corp., 1301
Avenue of the Americas, New York, NY 10019-6013, and any notice required to
be given hereunder to the Optionee shall be sent to the Optionee's address
as shown on the records of the Company.

    11. Termination For "Cause." For purposes of this Agreement, the
        ------------------------
Optionee's employment shall be deemed to have been terminated for "Cause"
only as such term is defined in his Employment Agreement by and among RJR
Nabisco Holdings Corp. and RJR Nabisco, Inc. (the "Employment Agreement").
For purposes of this Stock Option Agreement, the references to "Shares" in
the aforementioned definition shall be deemed to include any shares of
Nabisco Holdings Corp. which are subject to the Transfer Restrictions of
the Employment Agreement.

    12. Administration and Interpretation. In consideration of the grant,
        ---------------------------------
the Optionee specifically agrees that the Committee shall have the
exclusive power to interpret the Plan and this Agreement and to adopt such
rules for the administration, interpretation and application of the Plan
and Agreement as are consistent therewith and to interpret or revoke any
such rules. All actions taken and all interpretations and determinations
made by the Committee shall be final, conclusive, and binding upon the
Optionee, the Company and all other interested persons. No member of the
Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the
Agreement. The Committee may delegate its interpretive authority to an
officer or officers of the Company.

     13. Other Provisions.
         ----------------

            a)    Titles are provided herein for convenience only and are
not to serve as a basis for interpretation of the Agreement.

            b)    This Agreement may be amended only by a writing executed
by the parties hereto which specifically states that it is amending this
Agreement.


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          c)    THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN THE
INTERPRETATION, VALIDITY AND PERFORMANCE OF THE TERMS OF THIS AGREEMENT
REGARDLESS OF THE LAW THAT MIGHT BE APPLIED UNDER PRINCIPLES OF CONFLICTS OF
LAWS.

          d)     OPTIONEE UNDERSTANDS THAT BY EXECUTING THIS STOCK OPTION
AGREEMENT, (A) HE IS SURRENDERING FOR CANCELLATION ONE HALF (50%) OF HIS
UNEXERCISED OPTIONS, WHETHER EXERCISABLE OR NOT, ISSUED PRIOR TO THE DATE OF
GRANT OF THIS AGREEMENT UNDER (i) THE STOCK OPTION PLAN FOR DIRECTORS AND
KEY EMPLOYEES OF RJR NABISCO HOLDINGS CORP. AND SUBSIDIARIES AND (ii) THE
RJR NABISCO HOLDINGS CORP. 1990 LONG TERM INCENTIVE PLAN (COLLECTIVELY, THE
"RJR PLANS") AND (B) ALL STOCK OPTION AGREEMENTS ISSUED PRIOR TO THE DATE OF
             ---
GRANT OF THIS AGREEMENT UNDER THE RJR PLANS ARE AMENDED ACCORDINGLY TO
REDUCE THE AMOUNT OF SHARES UNDER SAID AGREEMENTS BY ONE HALF (50%).

    IN WITNESS WHEREOF, the Company, by its duly authorized officer, and
the Optionee have executed this Agreement as of the date of Grant first
above written.


                                        NABISCO HOLDINGS CORP.



                                        By /s/                    
                                           -----------------------
                                           Authorized Signatory


  /s/                          
-------------------------------
          Optionee


Optionee's Taxpayer Identitfication Number:


###-##-####


Optionee's Home Address:


6105 Lamplighter Drive 
Omaha, NE 68152



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