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                                  RJR NABISCO, INC.

                                       BY-LAWS

                        As Amended Effective December 15, 1997



                                      ARTICLE I

                               MEETINGS OF STOCKHOLDERS
                               -------------------------

     Section 1. Place of Meetings. Meetings of the stockholders of the
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 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
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 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
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
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
                                     -----------

     Section 1. Number, Election and Removal of Directors. The number of
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 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 

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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
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
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 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 


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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, 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 shall 
be the Chairman, the Chief Executive Officer, 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. 
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. The President, if separate from the Chief 
Executive Officer, shall have such powers and authority as the Chief 
Executive Officer may determine.  If the Chief Executive Officer is absent or 
incapacitated, the Executive Committee shall determine the person who 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.

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     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 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
                                  -----------------

     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.  The right to indemnification conferred in this
Article shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such action, suit or
proceeding in advance of its final disposition unless such action, suit or
proceeding was initiated by the person seeking advances of expenses or was
brought by or in the right of the Corporation with the approval of the Board of
Directors or the Chief Executive Officer; provided however, that if the Delaware
General Corporation Law then so requires, the payment of such expenses incurred
by a Director or officer of the Corporation in advance of the final disposition
of such action, suit or proceeding, shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such Director or officer, to
repay all amounts so advanced if it should be determined ultimately that such
Director or officer is not entitled to be indemnified under this Article or
otherwise.


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                                      ARTICLE V

                                  GENERAL PROVISIONS
                                 --------------------

     Section 1. Notices. Whenever any statute, the Certificate of 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 fixed
by the Board of Directors.






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