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                                                                     EXHIBIT 4.2

                          THIRD SUPPLEMENTAL INDENTURE

      This Third Supplemental Indenture, dated as of July 30, 2004 (this "Third
Supplemental Indenture"), among R.J. Reynolds Tobacco Holdings, Inc., a Delaware
corporation (together with its successors and assigns, the "Company"), Reynolds
American Inc., a North Carolina corporation ("RAI"), R. J. Reynolds Tobacco
Company, a North Carolina corporation ("Successor RJRT"), RJR Acquisition Corp.,
a Delaware corporation ("RJRA"), GMB, Inc., a North Carolina corporation
("GMB"), FHS, Inc., a Delaware corporation ("FHS"), R. J. Reynolds Tobacco Co.,
a Delaware corporation ("Reynolds Tobacco"), RJR Packaging, LLC, a Delaware
limited liability company ("RJR Packaging"), BWT Brands, Inc., a Delaware
corporation ("BWT") and The Bank of New York, as Trustee under the Indenture
referred to below.

                                   WITNESSETH:

      WHEREAS, the Company, R. J. Reynolds Tobacco Company, a New Jersey
corporation and a predecessor of Successor RJRT ("Old RJRT"), and the Trustee
have heretofore executed and delivered an Indenture, dated as of May 15, 1999
(as amended, supplemented, waived or otherwise modified, the "Indenture"),
providing for the issuance of an aggregate principal amount of $550,000,000 of
the Company's 7 3/8% Notes due 2003, an aggregate principal amount of
$500,000,000 of the Company's 7 3/4% Notes due 2006, and an aggregate principal
amount of $200,000,000 of the Company's 7 7/8% Notes due 2009 of the Company
(the "Notes");

      WHEREAS, the Company has combined the business and operations of Old RJRT
with those of another entity as a result of the structure of which, among other
things, the Company became a direct, wholly owned subsidiary of RAI, Successor
RJRT succeeded to Old RJRT and BWT became a direct, wholly owned subsidiary of
Successor RJRT;

      WHEREAS, Section X.5 of the Indenture provides that the Company is
required to cause each Subsidiary other than Old RJRT (whether previously
existing or created or acquired by the Company) which becomes a Bank Credit
Agreement Guarantor, to execute and deliver to the Trustee a supplemental
indenture pursuant to which such Subsidiary will unconditionally guarantee, on a
joint and several basis with each other Guarantor, the full and prompt payment
when due, whether at maturity, by acceleration, by redemption, by repurchase, or
otherwise, of the principal of, premium, if any, and interest, including
Additional Interest, on the Notes on an unsecured and unsubordinated basis, and
all other Obligations of the Company under the Indenture, and become a party to
the Indenture as a Guarantor for all purposes of the Indenture;

      WHEREAS, BWT, Successor RJRT, RJRA, GMB, FHS, Reynolds Tobacco and RJR
Packaging are each a Bank Credit Agreement Guarantor;

      WHEREAS, the Company, Old RJRT, RJRA and the Trustee have heretofore
executed and delivered a First Supplemental Indenture, dated as of December 12,
2000, pursuant to which RJRA became a party to the Indenture as a Guarantor and
guaranteed the payment of the Obligations in accordance with Article X of the
Indenture, and such parties, together with Reynolds Tobacco, RJR Packaging, FHS,
GMB and Santa Fe Natural Tobacco Company, Inc. ("Santa Fe"), have heretofore
executed and delivered a Second Supplemental Indenture, dated as of June 30,
2003, pursuant to which Reynolds Tobacco, RJR Packaging, FHS, GMB and Santa Fe
each became a party to the

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Indenture as a Guarantor and guaranteed the payment of the Obligations in
accordance with Article X of the Indenture;

      WHEREAS, RAI has determined that it is desirable and would be a direct
benefit to RAI, along with the Company, Successor RJRT, RAI, Reynolds Tobacco,
RJR Packaging, FHS, GMB and BWT, for RAI to similarly execute and deliver to the
Trustee a supplemental indenture pursuant to which RAI will unconditionally
guarantee, on a joint and several basis with the Guarantors, the full and prompt
payment when due, whether at maturity, by acceleration, by redemption, by
repurchase, or otherwise, of the principal of, premium, if any, and interest,
including Additional Interest, on the Notes on an unsecured and unsubordinated
basis, and all other Obligations of the Company under the Indenture, and become
a party to the Indenture to the same extent as a Guarantor; and

      WHEREAS, pursuant to Section IX.1 of the Indenture, the Company, the
Guarantors, RAI and the Trustee are authorized or permitted to execute and
deliver this Third Supplemental Indenture to amend the Indenture, without the
consent of any Noteholder.

      NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto mutually covenant and agree for the equal and ratable benefit of the
holders of the Notes as follows:

                                    ARTICLE I

                                   Definitions

      SECTION 1.1 Defined Terms. As used in this Third Supplemental Indenture,
terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined, except that the term "Holders" in this Third
Supplemental Indenture shall refer to the term "Holders" as defined in the
Indenture and the Trustee acting on behalf or for the benefit of such holders.
The words "herein," "hereof" and "hereby" and other words of similar import used
in this Third Supplemental Indenture refer to this Third Supplemental Indenture
as a whole and not to any particular section hereof.

                                   ARTICLE II

                        Agreement to be Bound; Guarantee

      SECTION 2.1 Agreement to be Bound. Successor RJRT and BWT each hereby
becomes a party to the Indenture as a Guarantor, and RAI becomes a party to the
Indenture to the same extent as if it were a Guarantor, and each such party will
have all of the rights and be subject to all of the obligations and agreements
of a Guarantor under the Indenture. Successor RJRT, BWT and RAI each agrees to
be bound by all of the provisions of the Indenture applicable to a Guarantor and
to perform all of the obligations and agreements of a Guarantor under the
Indenture.

      SECTION 2.2 Guarantee. Successor RJRT, BWT and RAI each hereby fully,
unconditionally and irrevocably guarantees, as primary obligor and not merely as
surety, jointly and severally with each other Guarantor, to each Holder of the
Securities and the Trustee, the full and

                                       2
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punctual payment when due, whether at maturity, by acceleration, by redemption,
by repurchase or otherwise, of all of the Obligations of the Company under the
Indenture in accordance with Article X of the Indenture.

                                   ARTICLE III

                                  Miscellaneous

      SECTION 3.1 Notices. All notices and other communications to a Guarantor
or RAI shall be given as provided in the Indenture to the Guarantor or RAI, as
the case may be, at its address set forth below, with a copy to the Company as
provided in the Indenture for notices to the Company.

      SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or
shall be construed to give any Person, firm or corporation, other than the
Holders and the Trustee, any legal or equitable right, remedy or claim under or
in respect of this Third Supplemental Indenture or the Indenture or any
provision herein or therein contained.

      SECTION 3.3 Governing Law. This Third Supplemental Indenture shall be
governed by the laws of the State of New York.

      SECTION 3.4 Severability Clause. In any case any provision in this Third
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby and such provision shall be ineffective only to the
extent of such invalidity, illegality or unenforceability.

      SECTION 3.5 Ratification of Indenture; Third Supplemental Indenture Part
of Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Third Supplemental Indenture
shall form a part of the Indenture for all purposes, and every holder of Notes
heretofore or hereafter authenticated and delivered shall be bound hereby. The
Trustee makes no representation or warranty as to the validity of this Third
Supplemental Indenture.

      SECTION 3.6 Counterparts. The parties hereto may sign one or more copies
of this Third Supplemental Indenture in counterparts, all of which together
shall constitute one and the same agreement.

      SECTION 3.7 Headings. The headings of the Articles and the sections in
this Third Supplemental Indenture are for convenience of reference only and
shall not be deemed to alter or affect the meaning or interpretation of any
provisions hereof.

      SECTION 3.8 Trustee. The Trustee makes no representations as to the
validity or sufficiency of this Third Supplemental Indenture. The recitals and
statements herein are deemed to be those of the Company, the Guarantors and RAI
and not of the Trustee.

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      IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed as of the date first above written.

                                  R.J. REYNOLDS TOBACCO HOLDINGS,INC.

Address:
401 North Main Street
Winston-Salem, NC 27102

                                  By: /s/ McDara P. Folan, III
                                     ---------------------------------------
                                      Name: McDara P. Folan, III
                                      Title: Vice President and Secretary




Address:                          REYNOLDS AMERICAN INC.,
401 North Main Street                as a guarantor
Winston-Salem, NC 27102

                                  By: /s/ McDara P. Folan, III
                                     ---------------------------------------
                                      Name: McDara P. Folan, III
                                      Title: Vice President, Deputy General
                                              Counsel and Secretary

Address:                          RJR ACQUISITION CORP.,
1007 N. Orange Street                  as a Guarantor
Suite 1402
Wilmington, DE  19801

                                  By: /s/ McDara P. Folan, III
                                     ---------------------------------------
                                      Name: McDara P. Folan, III
                                      Title: Vice President and Assistant
                                             Secretary

Address:                          R.J. REYNOLDS TOBACCO COMPANY,
401 North Main Street                  as a Guarantor
Winston-Salem, NC 27102
                                  By: /s/ Lynn L. Lane
                                     ---------------------------------------
                                      Name: Lynn L. Lane
                                      Title: Senior Vice President and
                                             Treasurer

Address:                          R.J. REYNOLDS TOBACCO CO.,
401 North Main Street                   as a Guarantor
Winston-Salem, NC 27102
                                  By: /s/ Lynn L. Lane
                                     ---------------------------------------
                                      Name: Lynn L. Lane
                                      Title: Treasurer

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Address:                          RJR PACKAGING, LLC,
220 East Polo Road                    as a Guarantor
Winston-Salem, NC 27102

                                  By: /s/ McDara P. Folan, III
                                     --------------------------------------
                                      Name: McDara P. Folan, III
                                      Title: Secretary

Address:                          FHS, INC.,
1007 N. Orange Street                 as a Guarantor
Suite 1402
Wilmington, DE  19801

                                  By: /s/ Caroline M. Price
                                     --------------------------------------
                                      Name: Caroline M. Price
                                      Title: President

Address:                          GMB, INC.,
401 North Main Street                 as a Guarantor
Winston-Salem, NC 27102

                                  By: /s/ Daniel A. Fawley
                                     ---------------------------------------
                                  Name: Daniel A. Fawley
                                  Title: Treasurer

Address:                          BWT BRANDS, INC.,
401 North Main Street                 as a Guarantor
Winston-Salem, NC 27102

                                  By: /s/ Daniel A. Fawley
                                     --------------------------------------
                                  Name: Daniel A. Fawley
                                  Title: Treasurer

THE BANK OF NEW YORK, as Trustee

By: /s/ Derek Kettel
   -------------------------------
     Name:  Derek Kettel
     Title: Agent