Exhibit 10.41


                                                                     RN Option R
                                                                     1995
                                                                     Post Split


                        RJR NABISCO HOLDINGS CORP. 

                       1990 LONG TERM INCENTIVE PLAN 

                           STOCK OPTION AGREEMENT

                                                  
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                      DATE OF GRANT: DECEMBER 5, 1995
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                            W I T N E S S E T H:

     1. Grant of Option. Pursuant to the provisions of the RJR Nabisco
        ---------------
Holdings Corp. 1990 Long Term Incentive Plan (the "Plan"), RJR Nabisco
Holdings Corp. (the "Company") on the above date has granted to

                   STEVEN F. GOLDSTONE (the "Optionee"),

subject to the terms and conditions which follow and the terms and
conditions of the Plan, the right and option to exercise from the Company a
total of

                               200,000 shares

of Common Stock of the Company, at the exercise price of $30.25 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.

     Optionee's grant is conditioned upon the acquisition of $500,002.25
worth of Purchase Stock at the composite closing price on the Date of Grant
of the Option, and the Grant shall be revoked if Optionee has not acquired
said Purchase Stock within 10 days of the Date of Grant.

     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)  This Option shall be exercisable in three installments. The first
          installment shall be exercisable on the 5th of December following
          Date of Grant for 33% of the number of shares of Common Stock
          subject to this option. Thereafter, on each subsequent December
          5th an installment shall become exercisable for 33% and 34%,
          respectively, of the number of shares subject to this Option
          until the Option has become fully exercisable. To the extent that
          any of the above installments is not exercised when it becomes
          exercisable, it shall not expire, but shall continue to be
          exercisable at any time thereafter until this Option shall
          terminate, expire or be surrendered. An exercise shall be for
          whole shares only.

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


























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

     (a) Unless otherwise provided in a written employment or termination
agreement between the Optionee and the Company, the Option shall not become
exercisable as to any additional shares following the Termination of
Employment of the Optionee for any reason other than a Termination of
Employment because of death, Permanent Disability or Retirement of the
Optionee. In the event of Termination of Employment because of death,
Permanent Disability or Retirement, the Option shall immediately become
exercisable as to all shares.

     (b) The Optionee shall be deemed to have a "Permanent Disability" if
he becomes totally and permanently disabled (as defined in RJR Nabisco,
Inc.'s Long Term Disability Plan applicable to senior executive officers
as in effect on the date hereof), or if the Board of Directors or any
committee thereof so determines.

     (c) "Retirement" as used herein means retirement at age 65 or over, or
early retirement at age 55 or over with the approval of the Company, which
approval specifically states that the Option shall become fully exercisable
as to all Shares.

     (d) "Termination of Employment" as used herein means termination from
active employment; it does not mean termination of payment or benefits at
the end of salary continuation or other form of severance or pay in lieu of
salary.

     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 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 "Cause" (as defined in Section 11 herein).


























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     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 persons.

     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
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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, an
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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 the
Optionee, RJR Nabisco Holdings Corp. and RJR Nabisco, Inc. as amended and
restated from time to time.

     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.





























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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.

     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.

     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.

                              RJR NABISCO HOLDINGS CORP

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


/s/ Steven F. Goldstone      
-----------------------------
      Optionee 

Optionee's Taxpayer Identification Number:


     ###-##-####      
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Optionee's Home Address:

205 Silver Spring Road      
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Ridgefield, CT 06877
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