<PAGE>

                                                                      Exhibit 24

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
director or officer, or both, of each of RJR NABISCO HOLDINGS CORP. and RJR
NABISCO, INC., each a Delaware corporation (the "Companies"), do hereby make,
constitute and appoint William L. Rosoff, H. Colin McBride, Sara L. Silbiger and
David F. Sternlieb, and each of them, attorneys-in-fact and agents of the
undersigned with full power and authority of substitution and resubstitution, in
any and all capacities, to execute for and on behalf of the undersigned the
ANNUAL REPORT ON FORM 10-K of RJR Nabisco Holdings Corp. and RJR Nabisco, Inc.,
for the fiscal year ended December 31, 1998, and any and all amendments or
supplements to the foregoing Annual Report and any other documents and
instruments incidental thereto, and to deliver and file the same, with all
exhibits thereto, and all documents and instruments in connection therewith,
with the Securities and Exchange Commission, and with each exchange on which any
class of securities of the Companies is registered, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing that said attorneys-in-fact and agents,
and each of them, deem advisable or necessary to enable the Companies to
effectuate the intents and purposes hereof, and the undersigned hereby fully
ratify and confirm all that said attorneys-in-fact and agents, or any of them,
or their or his or her substitute or substitutes, shall do or cause to be done
by virtue hereof.

        IN WITNESS WHEREOF, each of the undersigned has subscribed his or her 
name, this __ day of ____________, 19__.


/s/ STEVEN F. GOLDSTONE                     Chairman of the Board, President,
--------------------------------            Chief Executive Officer and Director
Steven F. Goldstone                         


/s/ DAVID B. RICKARD                        Senior Vice President and Chief
--------------------------------            Financial Officer
David B. Rickard                            


/s/ RICHARD G. RUSSELL                      Senior Vice President and Controller
--------------------------------            
Richard G. Russell
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                                     Page 2


/s/ JOHN T. CHAIN, JR.                      Director
--------------------------------            
John T. Chain, Jr.


/s/ JULIUS L. CHAMBERS                      Director
--------------------------------            
Julius L. Chambers


/s/ JOHN L. CLENDENIN                       Director
--------------------------------            
John L. Clendenin


/s/ RAY J. GROVES                           Director
--------------------------------            
Ray J. Groves


/s/ FRED H. LANGHAMMER                      Director
--------------------------------            
Fred H. Langhammer


/s/ H. EUGENE LOCKHART                      Director
--------------------------------            
H. Eugene Lockhart


/s/ THEODORE E. MARTIN                      Director
--------------------------------            
Theodore E. Martin


/s/ ROZANNE L. RIDGWAY                      Director
--------------------------------            
Rozanne L. Ridgway