Exhibit 3.4(b)








                                RJR NABISCO, INC.

                                     BY-LAWS

                      As Amended Effective December 5, 1995



                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS
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         Section 1.  Place of Meetings.  Meetings of the 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 the stockholders may be called by the Chairman or the Chief
Executive Officer for any purpose and shall be called by the Chairman, the Chief
Executive Officer or the Secretary if directed by the Board of Directors or
requested in writing by the holders of not less than 25% of the common stock of
the Corporation.  Each such stockholder request shall state the purpose of the
proposed meeting.

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

         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 issued
and outstanding common stock 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.  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 issued and outstanding common stock. 
The date and time of the opening and closing of the polls for each matter upon
which stockholders will vote shall be announced at the meeting.

         Section 6.  Inspectors of Election.  Prior to any meeting of the
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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.

                                   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 the 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 the 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.

         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 

































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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 the 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 of 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 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 

































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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 authorized 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 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 
































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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
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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 the 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 resolutions
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 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 notices may 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.



























































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