Exhibit 3.2(c)




                          RJR NABISCO HOLDINGS CORP.

                                    BY-LAWS

                     As Amended Effective October 11, 1995



                                   ARTICLE I

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


         Section 1.  Place of Meetings.  Meetings of 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
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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 for any
purpose, shall be called by the Chairman 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
                     ------
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
                     ------
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, in his absence, the President, 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
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
                     ---------------------------------------
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 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 



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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
                     ------
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
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
behalf at a meeting of stockholders.

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

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



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          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 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 



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          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
                                   ---------


         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 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 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 and shall be called by the Chairman or the Secretary if
directed by the Board of 



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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 adopted by a majority of the entire Board, may appoint from among
its members an Executive Committee consisting of the Chairman 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 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 authorize 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 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
                                   --------


         Section 1.  Description and Terms.  The officers of the Corporation
                     ---------------------
shall be the Chairman, who shall be the Chief Executive Officer of the
Corporation, two 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 Chairman may appoint Senior Vice
Presidents, Vice Presidents or Assistant Officers at his discretion.  Subject
to such limitations as may be imposed by the Board of Directors, the Chairman
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 Chairman may determine.  If the Chairman is absent or
incapacitated, the President shall have all the power and authority of the
Chairman.  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 Chairman 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, 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
                                ---------------


         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
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 was or is a party or is threatened to be made a party by reason of
his current or former position with the Corporation or by reason of the fact
that he 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
                              ------------------


         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 notice to be given in writing by mail, addressed to such
Director or stockholder at his 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.

         Section 3.  Certificates of Stock.  Certificates representing shares
                     ---------------------
of the Corporation shall be signed by the Chairman 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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