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                     FIRST AMENDMENT TO THE 364 CREDIT AGREEMENT
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          FIRST AMENDMENT (this "Amendment"), dated as September 18, 1997, among
NABISCO HOLDINGS CORP.,  a Delaware corporation ("Holdings"), NABISCO INC., a
New Jersey corporation (the "Borrower") and the lending institutions party to
the Credit Agreement referred to below (the "Banks").  All capitalized terms
used herein and not otherwise defined herein shall have the respective meanings
provided such terms in the Credit Agreement referred to below.

                                 W I T N E S S E T H:
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          WHEREAS, Holdings , the Borrower and the Banks are parties to a Credit
Agreement, dated as of October 31, 1996 (as amended, modified and supplemented
to the date hereof, the "Credit Agreement"); and

          WHEREAS, the parties to the Credit Agreement wish to amend the Credit
Agreement as herein provided;

          NOW THEREFORE, it is agreed:

I. Amendment to Credit Agreement.  On and after the First Amendment Effective
(as defined below):

          1. The definition of "Commitment Expiry Date" appearing in Section 10
of the Credit Agreement shall be amended to read in its entirely as follows:

             "Commitment Expiry Date" shall mean the date which is 364 days
after the First Amendment Effective Date.

          2. Section 10 of the Credit Agreement is hereby amended by adding the
following definitions in appropriate alphabetical order.

             "First Amendment" shall mean the First Amendment to this Agreement,
dated as of September 18, 1997.

             "First Amendment Effective Date" shall have the meaning provided in
the First Amendment.



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II. Conditions Precedent to First Amendment Effective Date.

         1. This Amendment shall become effective on October 30, 1997 (the
"First Amendment Effective Date"), so long as each of the following conditions
shall have been met to the satisfaction of the Senior Managing Agents on or
prior to the First Amendment Effective Date:

        (a) Execution of Amendment. On or prior to the First Amendment Effective
Date, Holdings, the Borrower and each of the Banks shall have signed a copy
hereof (whether the same or different copies) and shall have delivered
(including by way of facsimile transmission) the same to the Payments
Administrator at the Payments Administrator's Office.

        (b) No Default: Representations and Warranties.  On the First Amendment
Effective Date, both before and after giving effect to this Amendment, (i) there
shall exist no Default or Event of Default and (ii) all representations and
warranties contained in the Credit Agreement and in the other Credit Documents
shall be true and correct in all materials respects.

III. General Provisions

          1. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.

          2. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.  A complete set of
counterparts shall be lodged with Holdings and the Payments Administrator.

          3. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

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