As filed with the Securities and Exchange Commission on December 10, 1999
                                                  Registration No. 333-_________
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  NABISCO, INC.
                                  -------------
             (Exact name of registrant as specified in its charter)

                New Jersey                             13-1841519
                ----------                             ----------
    (State or other jurisdiction                    (I.R.S. Employer
    of incorporation or organization)               Identification No.)


                                 7 Campus Drive
                        Parsippany, New Jersey 07054-0311
                        ---------------------------------
    (Address, including zip code of registrant's principal executive offices)

                                  Nabisco, Inc.
                           Deferred Compensation Plan
                           --------------------------
                            (Full title of the Plan)

                           James A. Kirkman III, Esq.
                                  Nabisco, Inc.
                                 7 Campus Drive
                        Parsippany, New Jersey 07054-0311
                                 (973) 682-5000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                     -------
                                 With a Copy to:
                              Warren J. Casey, Esq.
                        Pitney, Hardin, Kipp & Szuch LLP
                                  P.O. Box 1945
                          Morristown, New Jersey 07962
                                 (973) 966-6300

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
  Title of securities         Amount to be          Proposed maximum       Proposed maximum           Amount of
    to be registered           Registered            Offering price       aggregate offering    Registration fee (2)
                                                       per share                 price
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                                <C>                    <C>                     <C>                  <C>
Deferred Compensation              N/A                    N/A                     N/A                  $11,557
Obligations (1)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

</TABLE>

--------------------------

(1) The Deferred Compensation  Obligations are unsecured obligations of Nabisco,
Inc. to pay deferred  compensation in the future in accordance with the terms of
the Nabisco, Inc. Deferred Compensation Plan.

(2) Based upon estimated  obligations  in the amount of $43,778,124  used solely
for the purpose of calculating the registration fee.

<PAGE>

                                     PART I
             INFORMATION REQUIREMENT IN THE SECTION 10(a) PROSPECTUS

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.           Documents Incorporated By Reference

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") by Nabisco,  Inc. (the "Company") are incorporated
by reference in this Registration Statement:

    1.   The Company's  Annual  Report on Form 10-K for the year ended  December
         31, 1998, filed on March 22, 1999.

    2.   The Company's Quarterly Report on Form 10-Q for the quarter ended March
         31, 1999, filed on May 4, 1999.

    3.   The Company's  Quarterly Report on Form 10-Q for the quarter ended June
         30, 1999, filed on August 13, 1999.

    4.   The  Company's  Quarterly  Report  on Form 10-Q for the  quarter  ended
         September 30, 1999, filed on November 15, 1999.

    5.   The Company's  Current Report on Form 8-K dated June 15, 1999 and filed
         on  June  16,  1999,   reporting   the   completion   of  a  series  of
         reorganization  transactions  through  which the  Company  and  Nabisco
         Holdings  Corp.  ("NH")  are no longer  affiliated  with R.J.  Reynolds
         Tobacco Holdings, Inc. ("RJR") and its subsidiaries,  including (i) the
         May 18,  1999  transfer  by RJR of all the  outstanding  Class B Common
         Stock  of  NH  to  Nabisco  Group  Holdings  Corp.   through  a  merger
         transaction,  and (ii) the June 14,  1999  dividend  by  Nabisco  Group
         Holdings  Corp. of 100% of the common stock of RJR to record holders of
         Nabisco Group Holdings Corp. common stock as of May 27, 1999.

         All  documents  hereafter  filed by the  Company or the  Nabisco,  Inc.
Deferred  Compensation  Plan (the "Plan") pursuant to Sections 13(a),  13(c), 14
and  15(d) of the  Securities  Exchange  Act of 1934,  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters  all  securities  then remaining  unsold,  are hereby
incorporated by reference in this  Registration  Statement and are a part hereof
from the date of filing of such documents.  Any statement contained herein or in
a document  incorporated or deemed to be incorporated by reference  herein shall
be deemed  to be  modified  or  superseded  for  purposes  of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.           Description of Securities

         Not applicable.

ITEM 5.  Interests of Named Experts and Counsel

         Not applicable.

ITEM 6.           Indemnification of Directors and Officers

         Section 14A:3-5 of the New Jersey Business  Corporation Act (the "Act")
sets forth the extent to which the  Registrant's  officers and  directors may be
indemnified  against any  liabilities  which they may incur in their capacity as
such.  Section  14A:3-5  of  the  Act  provides  standard   provisions  that  no
indemnification  shall be made if such person shall have been adjudged liable to
a corporation  unless the court in which such proceeding was brought  determines
upon  application  that the  defendant,  officers  or  directors  are fairly and
reasonably  entitled to indemnity for such expenses despite such adjudication of
liability.  In any case,  a  corporation  must  indemnify an officer or director
against  expenses  (including  attorney's  fees) to the extent  that he has been
successful on the merits or otherwise in defense of any claim or issue.

<PAGE>

         Directors  and  officers of the  Registrant  may be  indemnified  under
certain insurance policies maintained on their behalf by the Registrant.

         Article   IV  of  the   By-Laws   of  the   Registrant   provides   for
indemnification  of the  Registrant's  officers and directors to the full extent
permitted by applicable law.

ITEM 7.           Exemption from Registration Claimed

           Not applicable.

ITEM 8.  Exhibits

  5        Opinion of Pitney, Hardin, Kipp & Szuch LLP
  23.1     Consent of Deloitte & Touche LLP
  23.2     Consent of Pitney, Hardin, Kipp & Szuch LLP
           (included in Exhibit 5 hereto)
  24       Power of Attorney
  99.1     Nabisco, Inc. Deferred Compensation Plan

ITEM 9.  Undertakings

  (a)    The undersigned Registrant hereby undertakes:

        (1)       To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement:

                  (i)      To  include  any   prospectus   required  by  Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the Registration Statement;

                  (iii)    To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such information in the Registration Statement;

         PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply  if the  Registration  Statement  is on  Form  S-3 or  Form  S-8,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

        (2)       That, for the purposes of determining  any liability under the
                  Securities  Act of 1933,  each such  post-effective  amendment
                  shall be deemed to be a new Registration Statement relating to
                  the  securities  offered  therein,  and the  offering  of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

        (3)       To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

   (b)     The undersigned  Registrant  hereby  undertakes that, for purposes of
           determining  any liability  under the  Securities  Act of 1933,  each
           filing of the Registrant's annual report pursuant to Section 13(a) or
           Section  15(d) of the  Securities  Exchange  Act of 1934 (and,  where
           applicable,  each filing of an employee  benefit plan's annual report
           pursuant to Section  15(d) of the  Securities  Exchange  Act of 1934)
           that is incorporated by reference in the Registration Statement shall
           be  deemed  to  be a  new  Registration  Statement  relating  to  the
           securities  offered  herein,  and the offering of such  securities at
           that  time  shall be  deemed to be the  initial  bona  fide  offering
           thereof.

<PAGE>

   (c)     Insofar  as  indemnification   for  liabilities   arising  under  the
           Securities  Act of 1933 may be permitted to  directors,  officers and
           controlling  persons  pursuant  to  the  foregoing   provisions,   or
           otherwise, the Registrant has been advised that in the opinion of the
           Securities and Exchange  Commission such  indemnification  is against
           public   policy  as   expressed   in  the  Act  and  is,   therefore,
           unenforceable.  In the event that a claim for indemnification against
           such  liabilities  (other  than  the  payment  by the  Registrant  of
           expenses  incurred  or paid by a  director,  officer  or  controlling
           person of such  Registrant in the  successful  defense of any action,
           suit  or  proceeding)  is  asserted  by  such  director,  officer  or
           controlling   person  in  connection   with  the   securities   being
           registered, the Registrant will, unless in the opinion of its counsel
           the matter has been  settled by  controlling  precedent,  submit to a
           court  of  appropriate   jurisdiction   the  question   whether  such
           indemnification  by it is against  public  policy as expressed in the
           Act and will be governed by the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
Nabisco,  Inc. certifies that it has reasonable grounds to believe that it meets
all  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 Town of Parsippany, State of New Jersey, on December 8,
1999.

                                          NABISCO, INC.

                                                   THOMAS J. PESCE
                                    By: ________________________________________
                                                   Thomas J. Pesce
__________________                       SENIOR VICE PRESIDENT AND CONTROLLER
__________________                           (PRINCIPAL ACCOUNTING OFFICER)



         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 December 8, 1999.

                  Signature                                  Title


                      *
-------------------------------------               Chairman of the Board
Steven F. Goldstone


                      *                         Director, President and Chief
-------------------------------------            Executive Officer (Principal
James M. Kilts                                        Executive Officer)


                      *                       Executive Vice President and Chief
-------------------------------------            Financial Officer (Principal
James E. Healey                                       Financial Officer)


                      *
-------------------------------------                      Director
Herman Cain


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


                      *
-------------------------------------                      Director
Julius L. Chambers


                      *
-------------------------------------                      Director
John N. Clendenin


                      *
-------------------------------------                      Director
Ray J. Groves


                      *
-------------------------------------                      Director
David B. Jenkins


                      *
-------------------------------------                      Director
Kay Koplovitz


                      *
-------------------------------------                      Director
Fred H. Langhammer

<PAGE>


                      *
-------------------------------------                      Director
H. Eugene Lockhart


                      *
-------------------------------------                      Director
Theodore E. Martin


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



         JAMES A. KIRKMAN III
*By:__________________________________
         James A. Kirkman III
            Attorney-in-Fact


<PAGE>



                                INDEX TO EXHIBITS


Exhibit 5         Opinion of Pitney, Hardin, Kipp & Szuch LLP

Exhibit 23.1      Consent of Deloitte & Touche LLP

Exhibit 23.2      Consent of Pitney, Hardin, Kipp & Szuch LLP
                  (included in Exhibit 5 hereto)

Exhibit 24        Power of Attorney

Exhibit 99.1      Nabisco, Inc. Deferred Compensation Plan
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 16567}]
{"company-data": {"conformed-name": "NABISCO INC", "cik": "0000069526", "assigned-sic": "2000", "irs-number": "131841519", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92565", "film-number": "99772935"}, "business-address": {"street1": "7 CAMPUS DR", "street2": "P O BOX 311", "city": "PARSIPPANY", "state": "NJ", "zip": "07054", "phone": "2016825000"}, "mail-address": {"street1": "7 CAMPUS DRIVE", "street2": "P O BOX 311", "city": "PARSIPPANY", "state": "NJ", "zip": "07054"}}
As filed with the Securities and Exchange Commission on December 10, 1999
                                                  Registration No. 333-_________
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  NABISCO, INC.
                                  -------------
             (Exact name of registrant as specified in its charter)

                New Jersey                             13-1841519
                ----------                             ----------
    (State or other jurisdiction                    (I.R.S. Employer
    of incorporation or organization)               Identification No.)

                                 7 Campus Drive
                        Parsippany, New Jersey 07054-0311
                        ---------------------------------
    (Address, including zip code of registrant's principal executive offices)

                                  Nabisco, Inc.
                           Deferred Compensation Plan
                           --------------------------
                            (Full title of the Plan)

                           James A. Kirkman III, Esq.
                                  Nabisco, Inc.
                                 7 Campus Drive
                        Parsippany, New Jersey 07054-0311
                                 (973) 682-5000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                     -------
                                 With a Copy to:
                              Warren J. Casey, Esq.
                        Pitney, Hardin, Kipp & Szuch LLP
                                  P.O. Box 1945
                          Morristown, New Jersey 07962
                                 (973) 966-6300
CALCULATION OF REGISTRATION FEE

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
  Title of securities         Amount to be          Proposed maximum       Proposed maximum           Amount of
    to be registered           Registered            Offering price       aggregate offering    Registration fee (2)
                                                       per share                 price
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Deferred Compensation              N/A                    N/A                     N/A                  $11,557
Obligations (1)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
--------------------------

(1) The Deferred Compensation  Obligations are unsecured obligations of Nabisco,
Inc. to pay deferred  compensation in the future in accordance with the terms of
the Nabisco, Inc. Deferred Compensation Plan.

(2) Based upon estimated  obligations  in the amount of $43,778,124  used solely
for the purpose of calculating the registration fee.
PART I
             INFORMATION REQUIREMENT IN THE SECTION 10(a) PROSPECTUS

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.           Documents Incorporated By Reference

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") by Nabisco,  Inc. (the "Company") are incorporated
by reference in this Registration Statement:

    1.   The Company's  Annual  Report on Form 10-K for the year ended  December
         31, 1998, filed on March 22, 1999.

    2.   The Company's Quarterly Report on Form 10-Q for the quarter ended March
         31, 1999, filed on May 4, 1999.

    3.   The Company's  Quarterly Report on Form 10-Q for the quarter ended June
         30, 1999, filed on August 13, 1999.

    4.   The  Company's  Quarterly  Report  on Form 10-Q for the  quarter  ended
         September 30, 1999, filed on November 15, 1999.

    5.   The Company's  Current Report on Form 8-K dated June 15, 1999 and filed
         on  June  16,  1999,   reporting   the   completion   of  a  series  of
         reorganization  transactions  through  which the  Company  and  Nabisco
         Holdings  Corp.  ("NH")  are no longer  affiliated  with R.J.  Reynolds
         Tobacco Holdings, Inc. ("RJR") and its subsidiaries,  including (i) the
         May 18,  1999  transfer  by RJR of all the  outstanding  Class B Common
         Stock  of  NH  to  Nabisco  Group  Holdings  Corp.   through  a  merger
         transaction,  and (ii) the June 14,  1999  dividend  by  Nabisco  Group
         Holdings  Corp. of 100% of the common stock of RJR to record holders of
         Nabisco Group Holdings Corp. common stock as of May 27, 1999.

         All  documents  hereafter  filed by the  Company or the  Nabisco,  Inc.
Deferred  Compensation  Plan (the "Plan") pursuant to Sections 13(a),  13(c), 14
and  15(d) of the  Securities  Exchange  Act of 1934,  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters  all  securities  then remaining  unsold,  are hereby
incorporated by reference in this  Registration  Statement and are a part hereof
from the date of filing of such documents.  Any statement contained herein or in
a document  incorporated or deemed to be incorporated by reference  herein shall
be deemed  to be  modified  or  superseded  for  purposes  of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.           Description of Securities

         Not applicable.

ITEM 5.  Interests of Named Experts and Counsel

         Not applicable.

ITEM 6.           Indemnification of Directors and Officers

         Section 14A:3-5 of the New Jersey Business  Corporation Act (the "Act")
sets forth the extent to which the  Registrant's  officers and  directors may be
indemnified  against any  liabilities  which they may incur in their capacity as
such.  Section  14A:3-5  of  the  Act  provides  standard   provisions  that  no
indemnification  shall be made if such person shall have been adjudged liable to
a corporation  unless the court in which such proceeding was brought  determines
upon  application  that the  defendant,  officers  or  directors  are fairly and
reasonably  entitled to indemnity for such expenses despite such adjudication of
liability.  In any case,  a  corporation  must  indemnify an officer or director
against  expenses  (including  attorney's  fees) to the extent  that he has been
successful on the merits or otherwise in defense of any claim or issue.
Directors  and  officers of the  Registrant  may be  indemnified  under
certain insurance policies maintained on their behalf by the Registrant.

         Article   IV  of  the   By-Laws   of  the   Registrant   provides   for
indemnification  of the  Registrant's  officers and directors to the full extent
permitted by applicable law.

ITEM 7.           Exemption from Registration Claimed

           Not applicable.

ITEM 8.  Exhibits

  5        Opinion of Pitney, Hardin, Kipp & Szuch LLP
  23.1     Consent of Deloitte & Touche LLP
  23.2     Consent of Pitney, Hardin, Kipp & Szuch LLP
           (included in Exhibit 5 hereto)
  24       Power of Attorney
  99.1     Nabisco, Inc. Deferred Compensation Plan

ITEM 9.  Undertakings

  (a)    The undersigned Registrant hereby undertakes:

        (1)       To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement:

                  (i)      To  include  any   prospectus   required  by  Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the Registration Statement;

                  (iii)    To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such information in the Registration Statement;

         PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply  if the  Registration  Statement  is on  Form  S-3 or  Form  S-8,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

        (2)       That, for the purposes of determining  any liability under the
                  Securities  Act of 1933,  each such  post-effective  amendment
                  shall be deemed to be a new Registration Statement relating to
                  the  securities  offered  therein,  and the  offering  of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

        (3)       To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

   (b)     The undersigned  Registrant  hereby  undertakes that, for purposes of
           determining  any liability  under the  Securities  Act of 1933,  each
           filing of the Registrant's annual report pursuant to Section 13(a) or
           Section  15(d) of the  Securities  Exchange  Act of 1934 (and,  where
           applicable,  each filing of an employee  benefit plan's annual report
           pursuant to Section  15(d) of the  Securities  Exchange  Act of 1934)
           that is incorporated by reference in the Registration Statement shall
           be  deemed  to  be a  new  Registration  Statement  relating  to  the
           securities  offered  herein,  and the offering of such  securities at
           that  time  shall be  deemed to be the  initial  bona  fide  offering
           thereof.
(c)     Insofar  as  indemnification   for  liabilities   arising  under  the
           Securities  Act of 1933 may be permitted to  directors,  officers and
           controlling  persons  pursuant  to  the  foregoing   provisions,   or
           otherwise, the Registrant has been advised that in the opinion of the
           Securities and Exchange  Commission such  indemnification  is against
           public   policy  as   expressed   in  the  Act  and  is,   therefore,
           unenforceable.  In the event that a claim for indemnification against
           such  liabilities  (other  than  the  payment  by the  Registrant  of
           expenses  incurred  or paid by a  director,  officer  or  controlling
           person of such  Registrant in the  successful  defense of any action,
           suit  or  proceeding)  is  asserted  by  such  director,  officer  or
           controlling   person  in  connection   with  the   securities   being
           registered, the Registrant will, unless in the opinion of its counsel
           the matter has been  settled by  controlling  precedent,  submit to a
           court  of  appropriate   jurisdiction   the  question   whether  such
           indemnification  by it is against  public  policy as expressed in the
           Act and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
Nabisco,  Inc. certifies that it has reasonable grounds to believe that it meets
all  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 Town of Parsippany, State of New Jersey, on December 8,
1999.

                                          NABISCO, INC.

                                                   THOMAS J. PESCE
                                    By: ________________________________________
                                                   Thomas J. Pesce
__________________                       SENIOR VICE PRESIDENT AND CONTROLLER
__________________                           (PRINCIPAL ACCOUNTING OFFICER)

         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 December 8, 1999.

                  Signature                                  Title

                      *
-------------------------------------               Chairman of the Board
Steven F. Goldstone

                      *                         Director, President and Chief
-------------------------------------            Executive Officer (Principal
James M. Kilts                                        Executive Officer)

                      *                       Executive Vice President and Chief
-------------------------------------            Financial Officer (Principal
James E. Healey                                       Financial Officer)

                      *
-------------------------------------                      Director
Herman Cain

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

                      *
-------------------------------------                      Director
Julius L. Chambers

                      *
-------------------------------------                      Director
John N. Clendenin

                      *
-------------------------------------                      Director
Ray J. Groves

                      *
-------------------------------------                      Director
David B. Jenkins

                      *
-------------------------------------                      Director
Kay Koplovitz

                      *
-------------------------------------                      Director
Fred H. Langhammer
*
-------------------------------------                      Director
H. Eugene Lockhart

                      *
-------------------------------------                      Director
Theodore E. Martin

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

         JAMES A. KIRKMAN III
*By:__________________________________
         James A. Kirkman III
            Attorney-in-Fact
INDEX TO EXHIBITS

Exhibit 5         Opinion of Pitney, Hardin, Kipp & Szuch LLP

Exhibit 23.1      Consent of Deloitte & Touche LLP

Exhibit 23.2      Consent of Pitney, Hardin, Kipp & Szuch LLP
                  (included in Exhibit 5 hereto)

Exhibit 24        Power of Attorney

Exhibit 99.1      Nabisco, Inc. Deferred Compensation Plan