Exhibit 3.2(d)





                                                                                


                           RJR NABISCO HOLDINGS CORP.

                                     BY-LAWS

                      As Amended Effective December 5, 1995



                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS
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         Section 1.  Place of Meetings.  Meetings of stockholders of the
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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
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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 stockholders may be called by the Chairman or the Chief
Executive Officer for any purpose, shall be called by the Chairman, the Chief
Executive Officer or the Secretary if directed by the Board of Directors, and
may not be called by or at the request of any other person.

         Section 3.  Notice.  Except as otherwise provided by law or by the
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Certificate of Incorporation, written notice shall be given to each stockholder
entitled to vote at least 10 and not more than 60 days before each meeting of
stockholders, such notice to include 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.

         Section 4.  Quorum.  At any meeting of stockholders, the holders of
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record, present in person or by proxy, of a majority of the Corporation's stock
issued and outstanding and entitled to vote 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.







































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         Section 5.  Conduct of Meeting and Order of Business.  The Chairman or,
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at the Chairman's request, the Chief Executive Officer, shall act as chairman at
all meetings of stockholders.  The Secretary of the Corporation or, in his or
her absence, an Assistant Secretary shall act as secretary at all meetings of
stockholders.  The chairman of the meeting shall have the right and authority to
determine and maintain the rules, regulations and procedures for the proper
conduct of the meeting, including but not limited to restricting entry to the
meeting after it has commenced, maintaining order and the safety of those in
attendance, opening and closing the polls for voting, dismissing business not
properly submitted, and limiting time allowed for discussion of the business of
the meeting.

         Business to be conducted at annual meetings of stockholders shall be
limited to that properly submitted to the meeting either by or at the direction
of the Board of Directors or by any stockholder of the Corporation who shall be
entitled to vote at such meeting and who complies with the notice requirements
set forth in Section 6 of this Article I.  If the chairman of the meeting shall
determine that any business was not properly submitted in accordance with the
terms of Section 6 of this Article I, he or she shall declare to the meeting
that such business was not properly submitted and would not be transacted at
that meeting.

         Section 6.  Advance Notice of Stockholder Proposals.  In order to
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properly submit any business to an annual meeting of stockholders, a stockholder
must give timely notice in writing to the Secretary of the Corporation.  To be
considered timely, a stockholder's notice must be delivered either in person or
by United States certified mail, postage prepaid, and received at the principal 
executive offices of the Corporation (a) not less than 120 days nor more than
150 days before the first anniversary date of the Corporation's proxy statement
in connection with the last annual meeting of stockholders or (b) if no annual
meeting was held in the previous year or the date of the applicable annual
meeting has been changed by more than 30 days from the date contemplated at the
time of the previous year's proxy statement, not less than a reasonable time, as
determined by the Board of Directors, prior to the date of the applicable annual
meeting.

         Nomination of persons for election to the Board of Directors may be
made by the Board of Directors or any committee designated by the Board of
Directors or by any stockholder entitled to vote for the election of directors
at the applicable meeting of stockholders.  However, nominations other than
those made by the Board of Directors or its designated committee must comply
with the procedures set forth in this Section 6, and no person shall be eligible
for election as a director unless nominated in accordance with the terms of this
Section 6.
































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         A stockholder may nominate a person or persons for election to the
Board of Directors by giving written notice to the Secretary of the Corporation
in accordance with the procedures set forth above.  In addition to the
timeliness requirements set forth above for notice to the Corporation by a
stockholder of business to be submitted at an annual meeting of stockholders,
with respect to any special meeting of stockholders called for the election of
directors, written notice must be delivered in the manner specified above and
not later than the close of business on the seventh day following the date on
which notice of such meeting is first given to stockholders.

         The Secretary of the Corporation shall deliver any stockholder
proposals and nominations received in a timely manner for review by the Board of
Directors or a committee designated by the Board of Directors.

         A stockholder's notice to submit business to an annual meeting of
stockholders shall set forth (i) the name and address of the stockholder, (ii)
the class and number of shares of stock beneficially owned by such stockholder,
(iii) the name in which such shares are registered on the stock transfer books
of the Corporation, (iv) a representation that the stockholder intends to appear
at the meeting in person or by proxy to submit the business specified in such
notice, (v) any material interest of the stockholder in the business to be
submitted and (vi) a brief description of the business desired to be submitted
to the annual meeting, including the complete text of any resolutions to be
presented at the annual meeting, and the reasons for conducting such business at
the annual meeting.  In addition, the stockholder making such proposal shall
promptly provide any other information reasonably requested by the Corporation.

         In addition to the information required above to be given by a
stockholder who intends to submit business to a meeting of stockholders, if the 
business to be submitted is the nomination of a person or persons for election
to the Board of Directors then such stockholder's notice must also set forth, as
to each person whom the stockholder proposes to nominate for election as a
director, (a) the name, age, business address and, if known, residence address
of such person, (b) the principal occupation or employment of such person, (c)
the class and number of shares of stock of the Corporation which are
beneficially owned by such person, (d) any other information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors or is otherwise required by the rules and regulations of the
Securities and Exchange Commission promulgated under the Securities Exchange Act
of 1934, as amended, (e) the written consent of such person to be named in the
proxy statement as a nominee 



































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and to serve as a director if elected and (f) a description of all arrangements
or understandings between such stockholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by such stockholder.

         Any person nominated for election as director by the Board of Directors
or any committee designated by the Board of Directors shall, upon the request of
the Board of Directors or such committee, furnish to the Secretary of the
Corporation all such information pertaining to such person that is required to
be set forth in a stockholder's notice of nomination.

         Notwithstanding the foregoing provisions of this Section 6, a
stockholder who seeks to have any proposal included in the Corporation's proxy
statement shall comply with the requirements of Regulation 14A under the
Securities Exchange Act of 1934, as amended.

         Section 7.  Voting.   Except as otherwise provided by law or by the
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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 stock issued and outstanding and
entitled to vote.

         A proxy shall be executed in writing by the stockholder or by his or
her duly authorized attorney-in-fact and shall be delivered to the secretary of
the meeting at or prior to the time designated by the chairman of the meeting. 
No stockholder may designate more than four persons to act on his or her behalf
at a meeting of stockholders.

         Section 8.  Inspectors of Election.  Prior to any meeting of
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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 or her duties, shall take
and sign an oath to execute faithfully the duties of inspector with strict
impartiality and according to the best of his or her ability.

         Section 9.  Record Date for Action by Written Consent;  Inspectors and
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                     Effectiveness.
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                  (a)  In order that the Corporation may determine the
          stockholders entitled to consent to corporate action in writing 



































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          without a meeting, the Board of Directors may fix a record date, which
          record date shall not precede the date upon which the resolution
          fixing the record date is adopted by the Board of Directors, and which
          date shall not be more than 10 days after the date upon which the
          resolution fixing the record date is adopted by the Board of
          Directors.  Any stockholder of record seeking to have the stockholders
          authorize or take corporate action by written consent shall, by
          written notice to the Secretary, request the Board of Directors to fix
          a record date.  The Board of Directors shall promptly, but in all
          events within 10 days after the date on which such a request is
          received, adopt a resolution fixing the record date.  If no record
          date has been fixed by the Board of Directors within 10 days of the
          date on which such a request is received, the record date for
          determining stockholders entitled to consent to corporate action in
          writing without a meeting, when no prior action by the Board of
          Directors is required by applicable law, shall be the first date on
          which a signed written consent setting forth the action taken or
          proposed to be taken is delivered to the Corporation by delivery to
          its registered office in the State of Delaware, its principal place of
          business or to any officer or agent of the Corporation having custody 
          of the book in which proceedings of meetings of stockholders are
          recorded, to the attention of the Secretary of the Corporation. 
          Delivery made to the Corporation's registered office shall be by hand 
          or by certified or registered mail, return receipt requested.  If no
          record date has been fixed by the Board of Directors and prior action 
          by the Board of Directors is required by applicable law, the record
          date for determining stockholders entitled to consent to corporate
          action in writing without a meeting shall be at the close of business 
          on the date on which the Board of Directors adopts the resolution
          taking such prior action.
                  
                  (b)  In the event of the delivery, in the manner provided by
          Section 9(a), to the Corporation of the requisite written consent or
          consents to take corporate action and/or any related revocation or
          revocations, the Corporation shall engage nationally recognized
          independent inspectors of elections for the purpose of promptly
          performing a ministerial review of the validity of the consents and
          revocations.  For the purpose of permitting the inspectors to perform 
          such review, no action by written consent without a meeting shall be
          effective until such date as the independent inspectors certify to the
          Corporation that the consents delivered to the Corporation in 




































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          accordance with Section 9(a) represent at least the minimum number of
          votes that would be necessary to take the corporate action.  Nothing
          contained in this paragraph shall in any way be construed to suggest
          or imply that the Board of Directors or any stockholder shall not be
          entitled to contest the validity of any consent or revocation thereof,
          whether before or after such certification by the independent
          inspectors, or to take any other action (including, without
          limitation, the commencement, prosecution or defense of any litigation
          with respect thereto, and the seeking of injunctive relief in such
          litigation).
                  
                  (c)  Every written consent shall bear the date of signature of
          each stockholder who signs the consent and no written consent shall be
          effective to take the corporate action referred to therein unless,
          within 60 days of the earliest dated written consent delivered in
          accordance with Section 9(a), a written consent or consents signed by
          a sufficient number of stockholders to take such action are delivered
          to the Corporation in the manner prescribed in Section 9(a).


                                   ARTICLE II

                                    DIRECTORS
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         Section 1.  Number, Election and Removal of Directors.  The number of
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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 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 stockholders and
until his or her successor shall be elected and shall qualify.  A Director may
be removed with or without cause by the stockholders.






































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         Section 2.  Meetings.  Regular meetings of the Board of Directors shall
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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 or
the Chief Executive Officer and shall be called by the Chairman, the Chief
Executive Officer or the Secretary if directed by the Board of Directors.  A
meeting of the Board of Directors may be held without notice immediately after
the annual meeting of 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
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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
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adopted by a majority of the entire Board, may appoint from among its members an
Executive Committee consisting of the Chief Executive Officer, if such officer
is a member of the Board of Directors, or the Chairman, if the Chief Executive
Officer is not a member of the Board of Directors, 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 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 


































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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 authorize the increase or
decrease of the shares of any series.

         Section 5.  Other Committees of Directors.  The Board of Directors may,
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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 she 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
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         Section 1.  Description and Terms.  The officers of the Corporation
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shall be the Chairman, the Chief Executive Officer, one or more 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 of Directors; provided that the Chief
Executive Officer may appoint Senior Vice Presidents, Vice Presidents or
Assistant Officers at his or her discretion.  The Chairman shall be an employee
of the Corporation.  There shall be an office of the Chief Executive Officer,
which shall consist of the Chief Executive Officer, such Vice Chairmen and such
other officers as shall be designated by the Chief Executive Officer.  Subject
to such limitations as may be imposed by the Board of Directors, the Chief
Executive Officer 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 Chief Executive Officer may determine.  If the Chief
Executive Officer is absent or 


































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incapacitated, the President or, in the President's absence or incapacitation,
the Chairman or such other person as shall be designated by the Chairman shall
have all the power and authority of the Chief Executive Officer.  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 Chief Executive
Officer 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 or her 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, the Chief
                     --------------------------------
Executive Officer, 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 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 stock which as the owner thereof the Corporation might
have possessed and executed if present.  The Board of Directors by resolution
from time to time may confer like powers upon any other officer.


                                   ARTICLE IV

                                 INDEMNIFICATION
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         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 or her 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 or she was or is a party or
is threatened to be made a party by reason of his or her current or former
position with the 



































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Corporation or by reason of the fact that he or she 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.









































































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                                    ARTICLE V

                               GENERAL PROVISIONS
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         Section 1.  Notices.  Whenever any statute, the Certificate of
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Incorporation or these By-Laws require notice to be given to any Director or
stockholder, such notice is to be given in writing by mail, addressed to such
Director or stockholder at his or her 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
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fixed by the Board of Directors.

         Section 3.  Certificates of Stock.  Certificates representing shares of
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the Corporation shall be signed by the Chairman or the Chief Executive Officer
and by the Secretary or an Assistant Secretary.  Any and all signatures on such 
certificates, including signatures of officers, transfer agents and registrars,
may be facsimile.























































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