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                                                           Exhibit 10.3


               FIRST AMENDMENT TO THE 364 DAY CREDIT AGREEMENT

         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

         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 
      entirety 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 material 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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