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)
                                   _______________
                      SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES 
                   OF R.J. REYNOLDS TOBACCO COMPANY IN PUERTO RICO
                               (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
<TABLE>
<CAPTION>
                                                 Proposed    Proposed
              Title of                           Maximum      Maximum
           Securities to          Amount to      Offering    Aggregate    Amount of
           be Registered             be           Price      Offering    Registration
                                 Registered        Per         Price        Fee(2)
                                                 Share(1)

<S>                              <C>              <C>          <C>          <C>
      Common Stock, par value
           $.01 per share  .     30,000 shares    $5.8125      $174,375.00  $100.00 
</TABLE>

     (1)  Pursuant to  Rule 457 under  the Securities  Act of 1933  the proposed
          maximum  offering price per share relating  to the Common  Stock being
          registered  has 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.

      (2) The registration fee relating to the Common Stock being registered is 
         the minimum fee pursuant to Section 6(b) of the Securities Act of 1933.

      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 Savings  and  Investment Plan  for
          Employees of R.J.  Reynolds Tobacco Company  in Puerto Rico  (the
          "Plan"),  file number  33-39725, 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.







<PAGE>


                                                                           


          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).





<PAGE>


                                                                           



               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  July 1, 1994 (the 
                         "Nabisco Brands de Puerto Rico Form S-8")).


               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).

               4.3  RJR Nabisco Puerto Rico Defined Contribution Master
                    Trust Agreement, as amended and restated July 12,
                    1993, between RJR Nabisco, Inc. and Banco Popular de
                    Puerto Rico (incorporated by reference to Exhibit 4.3
                    to the Nabisco Brands de Puerto Rico Form S-8).


               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.








<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 
          -----------------------
           Charles M. Harper            and Chief Executive Officer,
                                        Director

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

                    *                   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.

                                        SAVINGS AND INVESTMENT PLAN FOR
                                        EMPLOYEES OF R.J. REYNOLDS TOBACCO
                                        COMPANY IN PUERTO RICO


                                        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  (the "March
                         1993 Form 10-Q")).





<PAGE>


                                                                           



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

          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 July 1, 1994 (the 
                    "Nabisco Brands de Puerto Rico Form S-8"))

          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)

          4.3       RJR Nabisco Puerto Rico Defined Contribution Master
                    Trust Agreement, as amended and restated July 12,
                    1993, between RJR Nabisco, Inc. and Banco Popular de
                    Puerto Rico (incorporated by reference to Exhibit 4.3
                    to the Nabisco Brands de Puerto Rico Form S-8)

          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 SAVINGS & INVESTMENT PLAN F", "secsgml_size_bytes": 23025}]
{"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": "033-54399", "film-number": "94537541"}, "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)
                                   _______________
                      SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES 
                   OF R.J. REYNOLDS TOBACCO COMPANY IN PUERTO RICO
                               (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
              Title of                           Maximum      Maximum
           Securities to          Amount to      Offering    Aggregate    Amount of
           be Registered             be           Price      Offering    Registration
                                 Registered        Per         Price        Fee(2)
                                                 Share(1)
Common Stock, par value
           $.01 per share  .     30,000 shares    $5.8125      $174,375.00  $100.00
(1)  Pursuant to  Rule 457 under  the Securities  Act of 1933  the proposed
          maximum  offering price per share relating  to the Common  Stock being
          registered  has 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.

      (2) The registration fee relating to the Common Stock being registered is 
         the minimum fee pursuant to Section 6(b) of the Securities Act of 1933.

      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 Savings  and  Investment Plan  for
          Employees of R.J.  Reynolds Tobacco Company  in Puerto Rico  (the
          "Plan"),  file number  33-39725, 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  July 1, 1994 (the 
                         "Nabisco Brands de Puerto Rico Form S-8")).

               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).

               4.3  RJR Nabisco Puerto Rico Defined Contribution Master
                    Trust Agreement, as amended and restated July 12,
                    1993, between RJR Nabisco, Inc. and Banco Popular de
                    Puerto Rico (incorporated by reference to Exhibit 4.3
                    to the Nabisco Brands de Puerto Rico Form S-8).

               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 
          -----------------------
           Charles M. Harper            and Chief Executive Officer,
                                        Director

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

                    *                   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.

                                        SAVINGS AND INVESTMENT PLAN FOR
                                        EMPLOYEES OF R.J. REYNOLDS TOBACCO
                                        COMPANY IN PUERTO RICO

                                        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  (the "March
                         1993 Form 10-Q")).
Exhibit
          Number    Description of Exhibit
          -------   ----------------------

          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 July 1, 1994 (the 
                    "Nabisco Brands de Puerto Rico Form S-8"))

          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)

          4.3       RJR Nabisco Puerto Rico Defined Contribution Master
                    Trust Agreement, as amended and restated July 12,
                    1993, between RJR Nabisco, Inc. and Banco Popular de
                    Puerto Rico (incorporated by reference to Exhibit 4.3
                    to the Nabisco Brands de Puerto Rico Form S-8)

          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