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                              RJR NABISCO HOLDINGS CORP.

                                       BY-LAWS

                        As Amended Effective December 15, 1997


                                      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 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 and shall be
called by the Chairman or the Secretary if directed by the Board of Directors or
requested in writing by 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, 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, at
the Chairman's request, the Chief Executive Officer, 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 or she 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 or her
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 or her 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 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.

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                                      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 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
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
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 


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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 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 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 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.


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                                     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.
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.

     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 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.


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                                      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.  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
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     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 is to 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.

     Section 3. Certificates of Stock. Certificates representing shares of the
Corporation shall be signed by the Chairman or the Chief Executive Officer 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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