Exhibit 10.46(a)



                          [RJR NABISCO LETTERHEAD]



                                             July 26, 1995

Mr. James W. Johnston 
R. J. Reynolds Tobacco Company
401 North Main Street 
Winston-Salem, NC 27102

     Re:  Amended and Restated Employment Agreement Effective as of
          September 1, 1993 by and among R.J. Reynolds Tobacco Company (the
          "Company"), R.J. Reynolds Tobacco International, Inc.
          ("International"), RJR Nabisco Holdings Corp. ("Holdings"), RJR
          Nabisco, Inc. ("RJR") (the foregoing corporations being jointly,
          severally and collectively referred to as "Nabisco") and James W.
          Johnston ("Executive")

Dear Jim:

     Reference is made to the above captioned agreement ("Agreement"). 
Nabisco acknowledges that it has advised you (the "Executive" under the
Agreement) that it intends to appoint a new CEO of the Company while
retaining Executive as Non-Executive Chairman of its worldwide tobacco
operations with International reporting directly to Executive but with the
domestic tobacco operations reporting to a new CEO of the Company. 
Executive would become Vice Chairman of RJR and of Holdings.  Nabisco
acknowledges that such reordering of Executive's responsibilities would
constitute "Good Reason" for Executive to terminate his employment under
the Agreement pursuant to Sections 6.1(d)(i), (vi) and (vii) thereof.  All
capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Agreement.  In order to induce Executive not to
terminate the Agreement forthwith, Nabisco agrees as follows:

     Notwithstanding anything to the contrary contained in the Agreement
and without prejudice to Executive's other rights and options under the
Agreement, termination of Executive's employment under the Agreement by
Executive or Nabisco for any reason at any time prior to March 31, 1996
shall be treated for all purposes under the Agreement, and under any plan,
entitlement, option, incentive, or benefit, including, without limitation
under SERP or LTIP, as a termination by Executive of his employment
under the



<PAGE>





Mr. James W. Johnston
July 26, 1995
Page 2



Agreement for Good Reason.  After March 31, 1996 the reordering of
responsibilities as described above shall not constitute "Good Reason"  for
Executive to terminate his employment under Section 6.1(d)(i), (vi) and
(vii) of the Agreement; provided, however, this waiver shall not be deemed
a waiver of or an estoppel to his right to terminate for any other reason
constituting Good Reason, including, without limitation, as a result of a
change in Executive's responsibilities constituting Good Reason under the
Agreement other than as described in the introductory paragraph hereof. 

     If the foregoing accurately reflects our agreement, please acknowledge
same beneath the words "Accepted and Agreed to" at the foot hereof
whereupon this will constitute a binding agreement between us amending the
Agreement as herein specifically set forth.  In all other respects the
Agreement is hereby ratified and affirmed.

                                             R.J. Reynolds Tobacco Company


                                             By:                            
                                                ----------------------------
                                                  Assistant Secretary



                                             R.J. Reynolds Tobacco
                                                  International, Inc.


                                             By:                             
                                                -----------------------------
                                                  Assistant Secretary



                                             RJR Nabisco Holdings Corp.


                                             By:                             
                                                -----------------------------
                                                  Chairman and Chief
                                                  Executive Officer



                                             RJR Nabisco, Inc.


                                             By:                             
                                                -----------------------------
                                                  Chairman and Chief Executive
                                                  Officer

Accepted and Agreed to:

By: /s/ James W. Johnston   
   -------------------------
   James W. Johnston