Registration No. 33-        
                                                                                
     ===========================================================================
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                   _______________

                                       Form S-8

                                REGISTRATION STATEMENT
                                        Under
                              THE SECURITIES ACT OF 1933
                                   _______________

                              RJR Nabisco Holdings Corp.
                (Exact name of registrant as specified in its charter)
      Delaware                                                13-3490602
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                         Identification Number)

                          1301 Avenue of the Americas
                            New York, New York 10019
     (Address, including zip code, of registrant's principal executive office)
                                   _______________

                            NABISCO EMPLOYEE SAVINGS PLAN
                               (Full title of the plan)
                                   _______________

                             Lawrence R. Ricciardi, Esq.
                              RJR NABISCO HOLDINGS CORP.
                             1301 Avenue of the Americas
                               New York, New York 10019
                                    (212) 258-5600
 (Name, address and telephone number, including area code, of agent for service)
                                   _______________

                                      Copies to:
                                David J. Sorkin, Esq.
                              Simpson Thacher & Bartlett
                                 425 Lexington Avenue
                               New York, New York 10017
                                   _______________

                          CALCULATION OF REGISTRATION FEE

                                          Proposed    Proposed
                                          Maximum      Maximum
           Title of          Amount to    Offering    Aggregate     Amount of
        Securities to           be        Price Per    Offering    Registration
        be Registered       Registered    Share(1)      Price         Fee(1)

   Common Stock, par value
        $.01 per share.....   900,000    $5.8125     $5,231,250.00  $1,803.88
                              shares       
                                 


     (1)  Pursuant  to Rule 457  under the Securities  Act of 1933  the proposed
          maximum offering price per share  and the registration fee relating to
          the Common Stock being  registered have been based  on the average  of
          the  high and low prices of the Common  Stock reported on the New York
          Stock Exchange-Composite Tape on June 24, 1994.

          In addition, pursuant to Rule 416 (c) under the Securities Act of
          1933, this registration statement also covers an indeterminate
          amount of interests to be offered or sold pursuant to the employee
          benefit plan described herein.

     ===========================================================================





<PAGE>


               Pursuant  to General  Instruction  E for  registration
          statements  on Form S-8, the contents of the Registration
          Statement on Form S-8 of RJR Nabisco Holdings Corp., a Delaware
          corporation, relating to the Nabisco Employee Savings Plan (formerly
          named the Nabisco Brands Employee Savings Plan) (the "Plan"), 
          file number 33-40400, filed with the Securities and  Exchange 
          Commission on May 6, 1991, are incorporated herein by  reference.

                                        PART I
                                        ------
          Item 1. Plan Information

                    Not required to be filed with this Registration Statement

          Item  2. Registrant Information and Employee Plan Annual Information

                    Not required to be filed with this Registration Statement

                                       Part II
                                       -------

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3. Incorporation of Documents by Reference

                    Not  required  to  be  filed  with   this  Registration
               Statement pursuant to General Instruction E for registration
               statements on Form S-8.

          Item 4. Description of Securities

                    Not  required   to  be  filed  with  this  Registration
               Statement pursuant to General Instruction E for registration
               statements on Form S-8.

          Item 5. Interests of Named Experts and Counsel

                    Not  required  to  be  filed   with  this  Registration
               Statement pursuant to General Instruction E for registration
               statements on Form S-8.

          Item 6. Indemnification of Directors and Officers

                    Not   required  to  be  filed  with  this  Registration
               Statement pursuant to General Instruction E for registration
               statements on Form S-8.

          Item 7. Exemption from Registration Claimed

                    Not  required  to  be   filed  with  this  Registration
               Statement pursuant to General Instruction E for registration
               statements on Form S-8.

          Item 8. Exhibits

            4.1(a)  Amended and  Restated Certificate  of Incorporation  of
                    RJR  Nabisco  Holdings  Corp.,  filed  October 1,  1990
                    (incorporated by  reference to Exhibit 3.1 to Amendment
                    No.  4 filed  on October  2,1990,  to the  Registration
                    Statement  on Form S-4  of RJR Nabisco  Holdings Corp.,
                    Registration No. 33-36070,  filed on July 25,  1990, as
                    amended (the "Form S-4, Registration No. 33-36070")).

            4.1(b)  Certificate of Amendment  to Amended and  Restated
                    Certificate  of   Incorporation  of   RJR  Nabisco
                    Holdings   Corp.,    filed   January    29,   1991
                    (incorporated by  reference to  Exhibit 3.1(a)  to

<PAGE>

                    Amendment No. 3, filed on January 31, 1991, to the
                    Registration Statement on Form  S-4 of RJR Nabisco
                    Holdings Corp., Registration No. 33-38227).

            4.1(c)  Certificate  of  Designation of  ESOP  Convertible
                    Preferred    Stock,   filed    April   10,    1991
                    (incorporated by  reference to  Exhibit 3.1(b)  to
                    Amendment No.  2 filed on  April 11, 1991,  to the
                    Registration Statement on Form  S-1 of RJR Nabisco
                    Holdings Corp.,  Registration No.  33-39532, filed
                    on March 20, 1991).

            4.1(d)  Certificate of Designation of Series A  Conversion
                    Preferred   Stock,   filed    November   7,   1991
                    (incorporated by  reference to  Exhibit 3.1(c)  to
                    Amendment No. 3, filed on November 1, 1991, to the
                    Registration  Statement on Form S-1 of RJR Nabisco
                    Holdings Corp.,  Registration No.  33-43137, filed
                    October 2, 1991).

            4.1(e)  Certificate of Amendment  to Amended and  Restated
                    Certificate  of   Incorporation  of   RJR  Nabisco
                    Holdings   Corp.,   filed    December   16,   1991
                    (incorporated by  reference to  Exhibit 3.1(d)  of
                    the  Annual Report  on Form  10-K  of RJR  Nabisco
                    Holdings Corp., RJR  Nabisco Holdings Group, Inc.,
                    RJR  Nabisco Capital Corp.  and RJR  Nabisco, Inc.
                    for  the fiscal year ended December 31, 1991, File
                    Nos.  1-10215, 1-10214,  1-10248  and 1-6388).

            4.1(f)  Certificate  of  Amendment   to  the  Amended  and
                    Restated  Certificate  of   Incorporation  of  RJR
                    Nabisco   Holdings   Corp.    (relating   to   the
                    authorization of the issuance of additional shares
                    of Common Stock) filed April 6, 1993 (incorporated
                    by  reference  to  Exhibit 3.3  of  the  Quarterly
                    Report  on Form 10-Q of RJR Nabisco Holdings Corp.
                    and RJR Nabisco, Inc. for the fiscal quarter ended
                    March 31, 1993,  filed April 30, 1993).

            4.1(g)  Certificate of Designation  of Series B Cumulative
                    Preferred   Stock,    filed   August    16,   1993
                    (incorporated by  reference to  Exhibit 3.1(g)  of
                    the  Annual Report  on Form  10-K  of RJR  Nabisco
                    Holdings  Corp. and  RJR  Nabisco,  Inc.  for  the
                    fiscal  year ended December 31, 1993, File Nos. 1-
                    10215 and 1-6388 (the "1993 Form 10-K").


           4.1(h)   Certificate of Designation of Series C  Conversion
                    Preferred Stock, filed May 6, 1994 (incorporated
                    by reference to Exhibit 4.1(h) to the Registration 
                    Statement on Form S-8 of RJR Nabisco Holdings Corp. 
                    relating to the Nabisco Brands de Puerto Rico, Inc. 
                    Capital Accumulation Plan, filed on July 1, 1994).
          

               4.2  Amended  and Restated  By-laws of RJR  Nabisco Holdings
                    Corp.,   as   amended,  effective   January   20,  1994
                    (incorporated by reference  to Exhibit 3.2 to  the 1993
                    Form 10-K).

               5    Opinion  of Simpson  Thacher  & Bartlett  regarding the
                    legality  of  any  original issuance  securities  being
                    registered

<PAGE>

               23.1 Consent of Deloitte & Touche

               23.2 Consent  of Simpson  Thacher  &  Bartlett (included  in
                    Exhibit 5)

               24   Power of Attorney 


     Item 9.   Undertakings

                    Not required to be filed with this Registration Statement
               pursuant to General Instruction E for registration statements
               on Form S-8.





<PAGE>


                                      SIGNATURES

                    Pursuant to the requirements of the Securities Act of
          1933, as amended, the registrant certifies that it has reasonable
          grounds to believe that it meets all of the requirements for
          filing on Form S-8 and has duly caused this Registration
          Statement to be signed on its behalf by the undersigned,
          thereunto duly authorized, in the City of New York, State of New
          York, on this 1st day of July, 1994.

                                        RJR NABISCO HOLDINGS CORP.


                                        By:  Lawrence R. Ricciardi      
                                           -----------------------------
                                             Lawrence R. Ricciardi

                    Pursuant to the requirements of the Securities Act of
          1933, as amended, this Registration Statement has been signed by
          the following persons in the capacities indicated on July 1,
          1994.

               Signature                          Title
               ---------                          -----


                    *                   Chairman of the Board 
          -----------------------       and Chief Executive Officer,
           Charles M. Harper            Director

                    *                   Executive Vice President and
          -----------------------       Chief Financial Officer
           Stephen R. Wilson            

                    *                   Senior Vice President and Controller
          -----------------------
           Robert S. Roath

                    *                             Director
          -----------------------
           John T. Chain, Jr.

                    *                             Director
          -----------------------
           John L. Clendenin

                    *                             Director
          -----------------------
           James H. Greene, Jr.

                    *                             Director
          -----------------------
           H. John Greeniaus

                    *                             Director
          -----------------------
           James W. Johnston

                    *                             Director
          -----------------------
           Henry R. Kravis

                    *                             Director
          -----------------------
           John G. Medlin, Jr.




<PAGE>



                    *                             Director
          -----------------------
           Paul E. Raether

                    *                             Director
          -----------------------
           Lawrence R. Ricciardi

                    *                             Director
          -----------------------
           Rozanne L. Ridgway

                    *                             Director
          -----------------------
           Clifton S. Robbins

                    *                             Director
          -----------------------
           George R. Roberts

                    *                             Director
          -----------------------
           Scott M. Stuart

                    *                             Director
          -----------------------
           Michael T. Tokarz


          * By: Jo-Ann Ford            
               -----------------------
               Jo-Ann Ford
               Attorney-in-Fact




<PAGE>




                    Pursuant to the requirements of the Securities Act of
          1933, the trustees (or other persons who administer the employee
          benefit plan) have duly caused this Registration Statement to be
          signed on its behalf by the undersigned, thereunto duly authorized,
          in the City of New York, State of New York, on the 1st day of July,
          1994.

                                        NABISCO EMPLOYEE SAVINGS PLAN


                                        H. Colin McBride                    
                                        ------------------------------------
                                        H. Colin McBride
                                        Secretary, RJR Employee
                                        Benefits Committee







<PAGE>


                                                                           



                                   INDEX TO EXHIBITS
                                   -----------------



          Exhibit
          Number         Description of Exhibit
          -------        ----------------------

            4.1(a)  Amended and  Restated Certificate  of Incorporation  of
                    RJR  Nabisco  Holdings  Corp.,  filed  October 1,  1990
                    (incorporated by  reference to Exhibit 3.1 to Amendment
                    No.  4 filed  on October  2,1990,  to the  Registration
                    Statement  on Form S-4  of RJR Nabisco  Holdings Corp.,
                    Registration No. 33-36070,  filed on July 25,  1990, as
                    amended (the "Form S-4, Registration No. 33-36070")).

            4.1(b)  Certificate of Amendment  to Amended and  Restated
                    Certificate  of   Incorporation  of   RJR  Nabisco
                    Holdings   Corp.,    filed   January    29,   1991
                    (incorporated by  reference to  Exhibit 3.1(a)  to
                    Amendment No. 3, filed on January 31, 1991, to the
                    Registration Statement on Form  S-4 of RJR Nabisco
                    Holdings Corp., Registration No. 33-38227).

            4.1(c)  Certificate  of  Designation of  ESOP  Convertible
                    Preferred    Stock,   filed    April   10,    1991
                    (incorporated by  reference to  Exhibit 3.1(b)  to
                    Amendment No.  2 filed on  April 11, 1991,  to the
                    Registration Statement on Form  S-1 of RJR Nabisco
                    Holdings Corp.,  Registration No.  33-39532, filed
                    on March 20, 1991).

            4.1(d)  Certificate of Designation of Series A  Conversion
                    Preferred   Stock,   filed    November   7,   1991
                    (incorporated by  reference to  Exhibit 3.1(c)  to
                    Amendment No. 3, filed on November 1, 1991, to the
                    Registration  Statement on Form S-1 of RJR Nabisco
                    Holdings Corp.,  Registration No.  33-43137, filed
                    October 2, 1991).

            4.1(e)  Certificate of Amendment  to Amended and  Restated
                    Certificate  of   Incorporation  of   RJR  Nabisco
                    Holdings   Corp.,   filed    December   16,   1991
                    (incorporated by  reference to  Exhibit 3.1(d)  of
                    the  Annual Report  on Form  10-K  of RJR  Nabisco
                    Holdings Corp., RJR  Nabisco Holdings Group, Inc.,
                    RJR  Nabisco Capital Corp.  and RJR  Nabisco, Inc.
                    for  the fiscal year ended December 31, 1991, File
                    Nos.  1-10215, 1-10214,  1-10248  and 1-6388).

            4.1(f)  Certificate  of  Amendment   to  the  Amended  and
                    Restated  Certificate  of   Incorporation  of  RJR
                    Nabisco   Holdings   Corp.    (relating   to   the
                    authorization of the issuance of additional shares
                    of Common Stock) filed April 6, 1993 (incorporated
                    by  reference  to  Exhibit 3.3  of  the  Quarterly
                    Report  on Form 10-Q of RJR Nabisco Holdings Corp.
                    and RJR Nabisco, Inc. for the fiscal quarter ended
                    March 31, 1993,  filed April 30, 1993).

            4.1(g)  Certificate of Designation  of Series B Cumulative
                    Preferred   Stock,    filed   August    16,   1993
                    (incorporated by  reference to  Exhibit 3.1(g)  of
                    the  Annual Report  on Form  10-K  of RJR  Nabisco
                    Holdings  Corp. and  RJR  Nabisco,  Inc.  for  the
                    fiscal  year ended December 31, 1993, File Nos. 1-
                    10215 and 1-6388 (the "1993 Form 10-K").


           4.1(h)   Certificate of Designation of Series C  Conversion
                    Preferred Stock, filed May 6, 1994 (incorporated
                    by reference to Exhibit 4.1(h) to the Registration 
                    Statement on Form S-8 of RJR Nabisco Holdings Corp.
                    relating to the Nabisco Brands de Puerto Rico, Inc. 
                    Capital Accumulation Plan filed on July 1, 1994).
          

               4.2  Amended  and Restated  By-laws of RJR  Nabisco Holdings
                    Corp.,   as   amended,  effective   January   20,  1994
                    (incorporated by reference  to Exhibit 3.2 to  the 1993
                    Form 10-K).

<PAGE>

                 5  Opinion of Simpson Thacher & Bartlett regarding the
                    legality of any original issuance securities begin
                    registered

              23.1  Consent of Deloitte & Touche

              23.2  Consent of Simpson Thacher & Bartlett (included in
                    Exhibit 5)

                24  Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "RJR NABISCO HOLDINGS CORP.", "secsgml_size_bytes": 20267}]
{"company-data": {"conformed-name": "RJR NABISCO HOLDINGS CORP", "cik": "0000847903", "assigned-sic": "2052", "irs-number": "133490602", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54397", "film-number": "94537527"}, "business-address": {"street1": "1301 AVE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10019-6013", "phone": "2122585600"}, "mail-address": {"street1": "1301 AVE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10019-6013"}, "former-company": {"former-conformed-name": "RJR HOLDINGS CORP", "date-changed": "19891116"}}
Registration No. 33-        
                                                                                
     ===========================================================================
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                   _______________

                                       Form S-8

                                REGISTRATION STATEMENT
                                        Under
                              THE SECURITIES ACT OF 1933
                                   _______________

                              RJR Nabisco Holdings Corp.
                (Exact name of registrant as specified in its charter)
      Delaware                                                13-3490602
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                         Identification Number)

                          1301 Avenue of the Americas
                            New York, New York 10019
     (Address, including zip code, of registrant's principal executive office)
                                   _______________

                            NABISCO EMPLOYEE SAVINGS PLAN
                               (Full title of the plan)
                                   _______________

                             Lawrence R. Ricciardi, Esq.
                              RJR NABISCO HOLDINGS CORP.
                             1301 Avenue of the Americas
                               New York, New York 10019
                                    (212) 258-5600
 (Name, address and telephone number, including area code, of agent for service)
                                   _______________

                                      Copies to:
                                David J. Sorkin, Esq.
                              Simpson Thacher & Bartlett
                                 425 Lexington Avenue
                               New York, New York 10017
                                   _______________

                          CALCULATION OF REGISTRATION FEE

                                          Proposed    Proposed
                                          Maximum      Maximum
           Title of          Amount to    Offering    Aggregate     Amount of
        Securities to           be        Price Per    Offering    Registration
        be Registered       Registered    Share(1)      Price         Fee(1)

   Common Stock, par value
        $.01 per share.....   900,000    $5.8125     $5,231,250.00  $1,803.88
                              shares       
                                 

     (1)  Pursuant  to Rule 457  under the Securities  Act of 1933  the proposed
          maximum offering price per share  and the registration fee relating to
          the Common Stock being  registered have been based  on the average  of
          the  high and low prices of the Common  Stock reported on the New York
          Stock Exchange-Composite Tape on June 24, 1994.

          In addition, pursuant to Rule 416 (c) under the Securities Act of
          1933, this registration statement also covers an indeterminate
          amount of interests to be offered or sold pursuant to the employee
          benefit plan described herein.

     ===========================================================================
Pursuant  to General  Instruction  E for  registration
          statements  on Form S-8, the contents of the Registration
          Statement on Form S-8 of RJR Nabisco Holdings Corp., a Delaware
          corporation, relating to the Nabisco Employee Savings Plan (formerly
          named the Nabisco Brands Employee Savings Plan) (the "Plan"), 
          file number 33-40400, filed with the Securities and  Exchange 
          Commission on May 6, 1991, are incorporated herein by  reference.

                                        PART I
                                        ------
          Item 1. Plan Information

                    Not required to be filed with this Registration Statement

          Item  2. Registrant Information and Employee Plan Annual Information

                    Not required to be filed with this Registration Statement

                                       Part II
                                       -------

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3. Incorporation of Documents by Reference

                    Not  required  to  be  filed  with   this  Registration
               Statement pursuant to General Instruction E for registration
               statements on Form S-8.

          Item 4. Description of Securities

                    Not  required   to  be  filed  with  this  Registration
               Statement pursuant to General Instruction E for registration
               statements on Form S-8.

          Item 5. Interests of Named Experts and Counsel

                    Not  required  to  be  filed   with  this  Registration
               Statement pursuant to General Instruction E for registration
               statements on Form S-8.

          Item 6. Indemnification of Directors and Officers

                    Not   required  to  be  filed  with  this  Registration
               Statement pursuant to General Instruction E for registration
               statements on Form S-8.

          Item 7. Exemption from Registration Claimed

                    Not  required  to  be   filed  with  this  Registration
               Statement pursuant to General Instruction E for registration
               statements on Form S-8.

          Item 8. Exhibits

            4.1(a)  Amended and  Restated Certificate  of Incorporation  of
                    RJR  Nabisco  Holdings  Corp.,  filed  October 1,  1990
                    (incorporated by  reference to Exhibit 3.1 to Amendment
                    No.  4 filed  on October  2,1990,  to the  Registration
                    Statement  on Form S-4  of RJR Nabisco  Holdings Corp.,
                    Registration No. 33-36070,  filed on July 25,  1990, as
                    amended (the "Form S-4, Registration No. 33-36070")).

            4.1(b)  Certificate of Amendment  to Amended and  Restated
                    Certificate  of   Incorporation  of   RJR  Nabisco
                    Holdings   Corp.,    filed   January    29,   1991
                    (incorporated by  reference to  Exhibit 3.1(a)  to
Amendment No. 3, filed on January 31, 1991, to the
                    Registration Statement on Form  S-4 of RJR Nabisco
                    Holdings Corp., Registration No. 33-38227).

            4.1(c)  Certificate  of  Designation of  ESOP  Convertible
                    Preferred    Stock,   filed    April   10,    1991
                    (incorporated by  reference to  Exhibit 3.1(b)  to
                    Amendment No.  2 filed on  April 11, 1991,  to the
                    Registration Statement on Form  S-1 of RJR Nabisco
                    Holdings Corp.,  Registration No.  33-39532, filed
                    on March 20, 1991).

            4.1(d)  Certificate of Designation of Series A  Conversion
                    Preferred   Stock,   filed    November   7,   1991
                    (incorporated by  reference to  Exhibit 3.1(c)  to
                    Amendment No. 3, filed on November 1, 1991, to the
                    Registration  Statement on Form S-1 of RJR Nabisco
                    Holdings Corp.,  Registration No.  33-43137, filed
                    October 2, 1991).

            4.1(e)  Certificate of Amendment  to Amended and  Restated
                    Certificate  of   Incorporation  of   RJR  Nabisco
                    Holdings   Corp.,   filed    December   16,   1991
                    (incorporated by  reference to  Exhibit 3.1(d)  of
                    the  Annual Report  on Form  10-K  of RJR  Nabisco
                    Holdings Corp., RJR  Nabisco Holdings Group, Inc.,
                    RJR  Nabisco Capital Corp.  and RJR  Nabisco, Inc.
                    for  the fiscal year ended December 31, 1991, File
                    Nos.  1-10215, 1-10214,  1-10248  and 1-6388).

            4.1(f)  Certificate  of  Amendment   to  the  Amended  and
                    Restated  Certificate  of   Incorporation  of  RJR
                    Nabisco   Holdings   Corp.    (relating   to   the
                    authorization of the issuance of additional shares
                    of Common Stock) filed April 6, 1993 (incorporated
                    by  reference  to  Exhibit 3.3  of  the  Quarterly
                    Report  on Form 10-Q of RJR Nabisco Holdings Corp.
                    and RJR Nabisco, Inc. for the fiscal quarter ended
                    March 31, 1993,  filed April 30, 1993).

            4.1(g)  Certificate of Designation  of Series B Cumulative
                    Preferred   Stock,    filed   August    16,   1993
                    (incorporated by  reference to  Exhibit 3.1(g)  of
                    the  Annual Report  on Form  10-K  of RJR  Nabisco
                    Holdings  Corp. and  RJR  Nabisco,  Inc.  for  the
                    fiscal  year ended December 31, 1993, File Nos. 1-
                    10215 and 1-6388 (the "1993 Form 10-K").

           4.1(h)   Certificate of Designation of Series C  Conversion
                    Preferred Stock, filed May 6, 1994 (incorporated
                    by reference to Exhibit 4.1(h) to the Registration 
                    Statement on Form S-8 of RJR Nabisco Holdings Corp. 
                    relating to the Nabisco Brands de Puerto Rico, Inc. 
                    Capital Accumulation Plan, filed on July 1, 1994).
          

               4.2  Amended  and Restated  By-laws of RJR  Nabisco Holdings
                    Corp.,   as   amended,  effective   January   20,  1994
                    (incorporated by reference  to Exhibit 3.2 to  the 1993
                    Form 10-K).

               5    Opinion  of Simpson  Thacher  & Bartlett  regarding the
                    legality  of  any  original issuance  securities  being
                    registered
23.1 Consent of Deloitte & Touche

               23.2 Consent  of Simpson  Thacher  &  Bartlett (included  in
                    Exhibit 5)

               24   Power of Attorney 

     Item 9.   Undertakings

                    Not required to be filed with this Registration Statement
               pursuant to General Instruction E for registration statements
               on Form S-8.
SIGNATURES

                    Pursuant to the requirements of the Securities Act of
          1933, as amended, the registrant certifies that it has reasonable
          grounds to believe that it meets all of the requirements for
          filing on Form S-8 and has duly caused this Registration
          Statement to be signed on its behalf by the undersigned,
          thereunto duly authorized, in the City of New York, State of New
          York, on this 1st day of July, 1994.

                                        RJR NABISCO HOLDINGS CORP.

                                        By:  Lawrence R. Ricciardi      
                                           -----------------------------
                                             Lawrence R. Ricciardi

                    Pursuant to the requirements of the Securities Act of
          1933, as amended, this Registration Statement has been signed by
          the following persons in the capacities indicated on July 1,
          1994.

               Signature                          Title
               ---------                          -----

                    *                   Chairman of the Board 
          -----------------------       and Chief Executive Officer,
           Charles M. Harper            Director

                    *                   Executive Vice President and
          -----------------------       Chief Financial Officer
           Stephen R. Wilson            

                    *                   Senior Vice President and Controller
          -----------------------
           Robert S. Roath

                    *                             Director
          -----------------------
           John T. Chain, Jr.

                    *                             Director
          -----------------------
           John L. Clendenin

                    *                             Director
          -----------------------
           James H. Greene, Jr.

                    *                             Director
          -----------------------
           H. John Greeniaus

                    *                             Director
          -----------------------
           James W. Johnston

                    *                             Director
          -----------------------
           Henry R. Kravis

                    *                             Director
          -----------------------
           John G. Medlin, Jr.
*                             Director
          -----------------------
           Paul E. Raether

                    *                             Director
          -----------------------
           Lawrence R. Ricciardi

                    *                             Director
          -----------------------
           Rozanne L. Ridgway

                    *                             Director
          -----------------------
           Clifton S. Robbins

                    *                             Director
          -----------------------
           George R. Roberts

                    *                             Director
          -----------------------
           Scott M. Stuart

                    *                             Director
          -----------------------
           Michael T. Tokarz

          * By: Jo-Ann Ford            
               -----------------------
               Jo-Ann Ford
               Attorney-in-Fact
Pursuant to the requirements of the Securities Act of
          1933, the trustees (or other persons who administer the employee
          benefit plan) have duly caused this Registration Statement to be
          signed on its behalf by the undersigned, thereunto duly authorized,
          in the City of New York, State of New York, on the 1st day of July,
          1994.

                                        NABISCO EMPLOYEE SAVINGS PLAN

                                        H. Colin McBride                    
                                        ------------------------------------
                                        H. Colin McBride
                                        Secretary, RJR Employee
                                        Benefits Committee
INDEX TO EXHIBITS
                                   -----------------

          Exhibit
          Number         Description of Exhibit
          -------        ----------------------

            4.1(a)  Amended and  Restated Certificate  of Incorporation  of
                    RJR  Nabisco  Holdings  Corp.,  filed  October 1,  1990
                    (incorporated by  reference to Exhibit 3.1 to Amendment
                    No.  4 filed  on October  2,1990,  to the  Registration
                    Statement  on Form S-4  of RJR Nabisco  Holdings Corp.,
                    Registration No. 33-36070,  filed on July 25,  1990, as
                    amended (the "Form S-4, Registration No. 33-36070")).

            4.1(b)  Certificate of Amendment  to Amended and  Restated
                    Certificate  of   Incorporation  of   RJR  Nabisco
                    Holdings   Corp.,    filed   January    29,   1991
                    (incorporated by  reference to  Exhibit 3.1(a)  to
                    Amendment No. 3, filed on January 31, 1991, to the
                    Registration Statement on Form  S-4 of RJR Nabisco
                    Holdings Corp., Registration No. 33-38227).

            4.1(c)  Certificate  of  Designation of  ESOP  Convertible
                    Preferred    Stock,   filed    April   10,    1991
                    (incorporated by  reference to  Exhibit 3.1(b)  to
                    Amendment No.  2 filed on  April 11, 1991,  to the
                    Registration Statement on Form  S-1 of RJR Nabisco
                    Holdings Corp.,  Registration No.  33-39532, filed
                    on March 20, 1991).

            4.1(d)  Certificate of Designation of Series A  Conversion
                    Preferred   Stock,   filed    November   7,   1991
                    (incorporated by  reference to  Exhibit 3.1(c)  to
                    Amendment No. 3, filed on November 1, 1991, to the
                    Registration  Statement on Form S-1 of RJR Nabisco
                    Holdings Corp.,  Registration No.  33-43137, filed
                    October 2, 1991).

            4.1(e)  Certificate of Amendment  to Amended and  Restated
                    Certificate  of   Incorporation  of   RJR  Nabisco
                    Holdings   Corp.,   filed    December   16,   1991
                    (incorporated by  reference to  Exhibit 3.1(d)  of
                    the  Annual Report  on Form  10-K  of RJR  Nabisco
                    Holdings Corp., RJR  Nabisco Holdings Group, Inc.,
                    RJR  Nabisco Capital Corp.  and RJR  Nabisco, Inc.
                    for  the fiscal year ended December 31, 1991, File
                    Nos.  1-10215, 1-10214,  1-10248  and 1-6388).

            4.1(f)  Certificate  of  Amendment   to  the  Amended  and
                    Restated  Certificate  of   Incorporation  of  RJR
                    Nabisco   Holdings   Corp.    (relating   to   the
                    authorization of the issuance of additional shares
                    of Common Stock) filed April 6, 1993 (incorporated
                    by  reference  to  Exhibit 3.3  of  the  Quarterly
                    Report  on Form 10-Q of RJR Nabisco Holdings Corp.
                    and RJR Nabisco, Inc. for the fiscal quarter ended
                    March 31, 1993,  filed April 30, 1993).

            4.1(g)  Certificate of Designation  of Series B Cumulative
                    Preferred   Stock,    filed   August    16,   1993
                    (incorporated by  reference to  Exhibit 3.1(g)  of
                    the  Annual Report  on Form  10-K  of RJR  Nabisco
                    Holdings  Corp. and  RJR  Nabisco,  Inc.  for  the
                    fiscal  year ended December 31, 1993, File Nos. 1-
                    10215 and 1-6388 (the "1993 Form 10-K").

           4.1(h)   Certificate of Designation of Series C  Conversion
                    Preferred Stock, filed May 6, 1994 (incorporated
                    by reference to Exhibit 4.1(h) to the Registration 
                    Statement on Form S-8 of RJR Nabisco Holdings Corp.
                    relating to the Nabisco Brands de Puerto Rico, Inc. 
                    Capital Accumulation Plan filed on July 1, 1994).
          

               4.2  Amended  and Restated  By-laws of RJR  Nabisco Holdings
                    Corp.,   as   amended,  effective   January   20,  1994
                    (incorporated by reference  to Exhibit 3.2 to  the 1993
                    Form 10-K).
5  Opinion of Simpson Thacher & Bartlett regarding the
                    legality of any original issuance securities begin
                    registered

              23.1  Consent of Deloitte & Touche

              23.2  Consent of Simpson Thacher & Bartlett (included in
                    Exhibit 5)

                24  Power of Attorney