As filed with the Securities and Exchange Commission on June 14, 1999

                                                    Registration No. 333-
===============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                      R.J. REYNOLDS TOBACCO HOLDINGS, INC.
                          (formerly RJR Nabisco, Inc.)
             (Exact name of registrant as specified in its charter)


           DELAWARE                                      56-0950247
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                             401 North Main Street
                            Winston-Salem, NC 27102
                                 (336) 741-5000
                    (Address of principal executive offices)

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

                      R.J. REYNOLDS TOBACCO HOLDINGS, INC.
                            CAPITAL INVESTMENT PLAN

                   SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES
                OF R.J. REYNOLDS TOBACCO COMPANY IN PUERTO RICO
                           (Full title of the plans)

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

                             Charles A. Blixt, Esq.
                      R.J. Reynolds Tobacco Holdings, Inc.
                             401 North Main Street
                            Winston-Salem, NC 27102
                    (Name and address of agent for service)

  Telephone number, including area code, of agent for service: (336) 741-5000

                                   Copies to:
                            David W. Ferguson, Esq.
                             Davis Polk & Wardwell
                              450 Lexington Avenue
                            New York, New York 10017
                                 (212) 450-4000

<TABLE>

                                            CALCULATION OF REGISTRATION FEE

===================================================================================================================================
                                                                      Proposed
                                                                       Maximum          Proposed Maximum
        Title of Securities                 Amount to Be           Offering Price           Aggregate                Amount of
          To Be Registered                 Registered(1)            Per Share(2)        Offering Price(2)         Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>        <C>                           <C>                            <C>                <C>                        <C>
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)              4,000,000 SHARES       $32.75                   $131,000,000              $36,418
===================================================================================================================================
</TABLE>

(1)  Plus an indeterminate number of additional shares which may be offered and
     issued to prevent dilution resulting from stock splits, stock dividends or
     similar transactions. 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 plans described herein.
(2)  Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
     for the purpose of computing the registration fee, based on the average of
     the high and low prices of the securities being registered hereby on the
     New York Stock Exchange Composite Transaction Tape on June 9, 1999.
===============================================================================

           This Registration Statement Includes a Total of 23 Pages.
                           Exhibit Index on Page 10.



<PAGE>



                                EXPLANATORY NOTE

     On or about June 14, 1999, RJR Nabisco Holdings Corp. ("Holdings") will
distribute (the "Distribution") to Holdings' stockholders all the shares of
common stock of RJR Nabisco, Inc. ("RJRN") held by Holdings. In connection with
the Distribution, RJRN was renamed R.J. Reynolds Tobacco Holdings, Inc., (the
"Registrant" or "RJRTH"), which files this Registration Statement on Form S-8
with the Securities and Exchange Commission (the "Commission") to register
4,000,000 shares of the Registrant's Common Stock, par value $.01 per share
("Common Stock"), for issuance pursuant to the Registrant's Capital Investment
Plan (the "CIP") and the Savings and Investment Plan for Employees of R.J.
Reynolds Tobacco Company in Puerto Rico (the "SIP-PR", together with the CIP,
the "Plans").

                                     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

     The following documents filed with the Commission by the Registrant or the
Plans pursuant to the Securities Exchange Act of 1934 (the "1934 Act"),
(Commission 1934 Act File Number 1-6388) are incorporated by reference herein:

          (1) The Information Statement contained in the Registrant's 1934 Act
     registration statement on Form 8-A dated May 19, 1999 as Exhibit 99.1;

          (2) Current Reports of RJRN and RJRTH on Form 8-K dated April 8,
     1999, April 16, 1999 and May 27, 1999;

          (3) The CIP's Annual Report on Form 11-K for the plan year ended
     December 30, 1997;

          (4) The SIP-PR's Annual Report on Form 11-K for the plan year ended
     December 30, 1997;

          (5) All documents filed with the Commission by the Registrant, the
     CIP or the SIP-PR pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
     1934 Act subsequent to the date hereof and prior to the filing of a
     post-effective amendment which indicates that all securities offered
     herein have been sold or which deregisters all securities then remaining
     unsold; and

          (6) The description of the Registrant's Common Stock contained in the
     Registrant's 1934 Act registration statement on Form 8-A dated May 19,
     1999, filed with the Commission pursuant to Section 13 of the 1934 Act,
     including any amendment thereto or report filed for the purpose of
     updating such description.



                                       2

<PAGE>



     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 hereof or of the related prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
is also incorporated or deemed to be incorporated 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.

     The Registrant will provide, without charge to each person, including any
beneficial owner, to whom this document is delivered, upon written or oral
request of such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits, unless such exhibits specifically are
incorporated by reference into such documents or this document). Requests for
such documents should be submitted in writing, addressed to the office of the
Corporate Secretary, R.J. Reynolds Tobacco Holdings, Inc., 401 North Main
Street, Winston- Salem, NC 27102.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable, see Item 3(7) above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Certain legal matters in connection with any original issuance of Common
Stock offered hereby are being passed upon for the Registrant by Charles A.
Blixt, Esq. Executive Vice President and General Counsel of the Registrant. Mr.
Blixt owns shares of Common Stock which represent less than 0.1% of the
currently outstanding shares of all classes of Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, provided that such officer
or director acted in good faith and in a manner he reasonably believed to be in
or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his conduct was illegal. A
Delaware corporation may indemnify officers and directors against expenses
(including attorney's fees) in connection with the defense or settlement of an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer
or director is adjudged to be liable to the corporation. Where an officer is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such an
officer or director actually and reasonably incurred.

     In accordance with the Delaware Law, the Restated Certificate of
Incorporation of RJRTH contains a provision to limit the personal liability of
the directors of RJRTH for violations of their fiduciary duty. This provision
eliminates each director's liability to RJRTH or its stockholders for monetary
damages except (i) for any breach of the director's duty of loyalty to RJRTH or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware Law providing for liability of directors for unlawful payment
of dividends or unlawful stock purchases or redemptions, or (iv) for any
transaction from which a director derived an improper personal benefit. The
effect of this provision is to eliminate the personal liability of directors
for monetary damages for actions involving a breach of their fiduciary duty of
care, including any such actions involving gross negligence. In addition, the
holders of Common


                                       3

<PAGE>



Stock are deemed to have consented to certain provisions of the Restated
Certificate of Incorporation under which certain allocations of corporate
opportunities are not deemed to breach a director's fiduciary duty of loyalty.

     The Restated Certificate of Incorporation of RJRTH provides for
indemnification of the officers and directors of RJRTH to the full extent
permitted by applicable law.

     In addition, RJRTH will maintain directors' and officers' liability
insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8.  EXHIBITS

     4.1  Restated Certificate of Incorporation of R.J. Reynolds Tobacco
          Holdings, Inc.

     4.2  By-laws of R.J. Reynolds Tobacco Holdings, Inc., as amended effective
          June 14, 1999

     5.1  Opinion of Charles A. Blixt, Esq. regarding the legality of any
          original issuance securities being registered

     5.2  Opinion of Pietrantoni Mendez & Alvarez LLP regarding the
          compliance of the SIP-PR with the provisions of the Employee
          Retirement Income Security Act of 1974, as amended

     23.1 Consents of Deloitte & Touche LLP

     23.2 Consent of Charles A. Blixt, Esq. (included in Exhibit 1)

     23.3 Consent of Pietrantoni Mendez & Alvarez LLP (contained in Exhibit 5.2)

     24   Powers of Attorney (included on the signature page of this
          registration statement)

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 this 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 this Registration Statement. Notwithstanding the foregoing,
          any increase or decrease in volume of securities offered (if the
          total dollar value of securities offered would not exceed that which
          was registered) and any deviation from the low or high and of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in this Registration
          Statement; and



                                       4

<PAGE>



               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          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, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference into this
Registration Statement;

          (2) That for the purpose of determining any liability under the 1933
     Act, 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; and

          (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 the
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
therein, 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 1933 Act
may be permitted to directors, officers or controlling persons of the
Registrant 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 the1933 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 the 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 1933 Act and will be governed by the
final adjudication of such issue.

     (d) The undersigned Registrant hereby undertakes to submit the CIP and any
amendment thereto to the Internal Revenue Service (the "IRS") in a timely
manner and will make all changes required by the IRS in order to qualify the
CIP under Section 401 of the Internal Revenue Code.





                                       5

<PAGE>



                                   SIGNATURES

     THE REGISTRANT. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF
1933, 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
14TH DAY OF JUNE, 1999.

                                 R.J. REYNOLDS TOBACCO HOLDINGS, INC.


                                 By: /s/ Charles A. Blixt
                                    --------------------------------------------
                                    Charles A. Blixt
                                    Executive Vice President and General Counsel



                                       6

<PAGE>



                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW, CONSTITUTES AND APPOINTS CHARLES A. BLIXT, GUY M. BLYNN AND MICHAEL O.
JOHNSON, AND EACH OF THEM, OUR TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS,
WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, TO DO ANY AND ALL ACTS AND
THINGS AND EXECUTE, IN THE NAME OF THE UNDERSIGNED, ANY AND ALL INSTRUMENTS
WHICH SAID ATTORNEYS-IN-FACT AND AGENTS MAY DEEM NECESSARY OR ADVISABLE IN
ORDER TO ENABLE THE REGISTRANT TO COMPLY WITH THE SECURITIES ACT OF 1933 AND
ANY REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSION IN RESPECT THEREOF,
IN CONNECTION WITH THE FILING WITH THE SECURITIES AND EXCHANGE COMMISSION OF
THE REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933,
INCLUDING SPECIFICALLY BUT WITHOUT LIMITATION, POWER AND AUTHORITY TO SIGN THE
NAME OF THE UNDERSIGNED TO SUCH REGISTRATION STATEMENT, AND ANY AMENDMENTS TO
SUCH REGISTRATION STATEMENT (INCLUDING POST-EFFECTIVE AMENDMENTS), AND TO FILE
THE SAME WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH,
WITH THE SECURITIES AND EXCHANGE COMMISSION, TO SIGN ANY AND ALL APPLICATIONS,
REGISTRATION STATEMENTS, NOTICES OR OTHER DOCUMENTS NECESSARY OR ADVISABLE TO
COMPLY WITH APPLICABLE STATE SECURITIES LAWS, AND TO FILE THE SAME, TOGETHER
WITH OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE APPROPRIATE STATE
SECURITIES AUTHORITIES, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND
EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT
AND THING REQUISITE OR NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY
AND TO ALL INTENTS AND PURPOSES AS THE UNDERSIGNED MIGHT OR COULD DO IN PERSON,
HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS, AND
ANY OF THEM, OR THEIR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY
VIRTUE HEREOF.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES ON JUNE 14, 1999.

SIGNATURE                                                TITLE
---------


/s/ Steven F. Goldstone                Chairman of the Board and Chief Executive
----------------------------           Officer, Director
    Steven F. Goldstone


/s/ David B. Rickard                   Senior Vice President and Chief Financial
----------------------------           Officer
    David B. Rickard


/s/ Richard G. Russell                 Senior Vice President and Controller
----------------------------
    Richard G. Russell


/s/ John T. Chain, Jr.                 Director
----------------------------
    John T. Chain, Jr.


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



                                       7

<PAGE>



SIGNATURE                              TITLE
---------


/s/ John L. Clendenin                  Director
----------------------------
    John L. Clendenin


/s/ Ray J. Groves                      Director
----------------------------
    Ray J. Groves


/s/ Fred H. Langhammer                 Director
----------------------------
    Fred H. Langhammer


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


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


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





                                       8

<PAGE>



     Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plans) have caused this
to the 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
14th day of June, 1999.

                                      R.J. REYNOLDS TOBACCO HOLDINGS, INC.
                                      CAPITAL INVESTMENT PLAN



                                      By: /s/ H. Colin McBride
                                         ---------------------------------------
                                         H. Colin McBride
                                         Secretary, Employee
                                         Benefits Committee


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



                                      By: /s/ H. Colin McBride
                                         ---------------------------------------
                                         H. Colin McBride
                                         Secretary, Employee
                                         Benefits Committee



                                       9

<PAGE>



                               INDEX TO EXHIBITS


                                                                    Sequentially
 Exhibit                                                              Numbered
 Number                            Exhibits                            Pages
 -------                           --------                         ------------
  4.1     --     Certificate of Incorporation                           11
  4.2     --     By-laws                                                16
  5.1     --     Opinion of Charles A. Blixt, Esq.                      21
  5.2     --     Opinion of Pietrantoni Mendez & Alvarez LLP            22
  23.1    --     Consents of Deloitte & Touche LLP                      23
  23.2    --     Consent of Charles A. Blixt, Esq (contained in
                 Exhibit 5.1)                                           21
  23.3    --     Consent of Pietrantoni Mendez & Alvarez LLP
                 (contained in Exhibit S.2)                             23
  24      --     Power of Attorney (included on the signature
                 page of this registration statement)                   7



                                       10
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24766}]
{"company-data": {"conformed-name": "RJ REYNOLDS TOBACCO HOLDINGS INC", "cik": "0000083612", "assigned-sic": "2111", "irs-number": "560950247", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80595", "film-number": "99645749"}, "business-address": {"street1": "1301 AVE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2122585600"}, "mail-address": {"street1": "1301 AVENUE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10019"}, "former-company": [{"former-conformed-name": "RJR NABISCO INC", "date-changed": "19920703"}, {"former-conformed-name": "REYNOLDS R J INDUSTRIES INC", "date-changed": "19860501"}]}
As filed with the Securities and Exchange Commission on June 14, 1999

                                                    Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                      R.J. REYNOLDS TOBACCO HOLDINGS, INC.
                          (formerly RJR Nabisco, Inc.)
             (Exact name of registrant as specified in its charter)

           DELAWARE                                      56-0950247
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                             401 North Main Street
                            Winston-Salem, NC 27102
                                 (336) 741-5000
                    (Address of principal executive offices)

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

                      R.J. REYNOLDS TOBACCO HOLDINGS, INC.
                            CAPITAL INVESTMENT PLAN

                   SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES
                OF R.J. REYNOLDS TOBACCO COMPANY IN PUERTO RICO
                           (Full title of the plans)

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

                             Charles A. Blixt, Esq.
                      R.J. Reynolds Tobacco Holdings, Inc.
                             401 North Main Street
                            Winston-Salem, NC 27102
                    (Name and address of agent for service)

  Telephone number, including area code, of agent for service: (336) 741-5000

                                   Copies to:
                            David W. Ferguson, Esq.
                             Davis Polk & Wardwell
                              450 Lexington Avenue
                            New York, New York 10017
                                 (212) 450-4000

                                            CALCULATION OF REGISTRATION FEE

===================================================================================================================================
                                                                      Proposed
                                                                       Maximum          Proposed Maximum
        Title of Securities                 Amount to Be           Offering Price           Aggregate                Amount of
          To Be Registered                 Registered(1)            Per Share(2)        Offering Price(2)         Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)              4,000,000 SHARES       $32.75                   $131,000,000              $36,418
===================================================================================================================================
(1)  Plus an indeterminate number of additional shares which may be offered and
     issued to prevent dilution resulting from stock splits, stock dividends or
     similar transactions. 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 plans described herein.
(2)  Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
     for the purpose of computing the registration fee, based on the average of
     the high and low prices of the securities being registered hereby on the
     New York Stock Exchange Composite Transaction Tape on June 9, 1999.
===============================================================================

           This Registration Statement Includes a Total of 23 Pages.
                           Exhibit Index on Page 10.
EXPLANATORY NOTE

     On or about June 14, 1999, RJR Nabisco Holdings Corp. ("Holdings") will
distribute (the "Distribution") to Holdings' stockholders all the shares of
common stock of RJR Nabisco, Inc. ("RJRN") held by Holdings. In connection with
the Distribution, RJRN was renamed R.J. Reynolds Tobacco Holdings, Inc., (the
"Registrant" or "RJRTH"), which files this Registration Statement on Form S-8
with the Securities and Exchange Commission (the "Commission") to register
4,000,000 shares of the Registrant's Common Stock, par value $.01 per share
("Common Stock"), for issuance pursuant to the Registrant's Capital Investment
Plan (the "CIP") and the Savings and Investment Plan for Employees of R.J.
Reynolds Tobacco Company in Puerto Rico (the "SIP-PR", together with the CIP,
the "Plans").

                                     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

     The following documents filed with the Commission by the Registrant or the
Plans pursuant to the Securities Exchange Act of 1934 (the "1934 Act"),
(Commission 1934 Act File Number 1-6388) are incorporated by reference herein:

          (1) The Information Statement contained in the Registrant's 1934 Act
     registration statement on Form 8-A dated May 19, 1999 as Exhibit 99.1;

          (2) Current Reports of RJRN and RJRTH on Form 8-K dated April 8,
     1999, April 16, 1999 and May 27, 1999;

          (3) The CIP's Annual Report on Form 11-K for the plan year ended
     December 30, 1997;

          (4) The SIP-PR's Annual Report on Form 11-K for the plan year ended
     December 30, 1997;

          (5) All documents filed with the Commission by the Registrant, the
     CIP or the SIP-PR pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
     1934 Act subsequent to the date hereof and prior to the filing of a
     post-effective amendment which indicates that all securities offered
     herein have been sold or which deregisters all securities then remaining
     unsold; and

          (6) The description of the Registrant's Common Stock contained in the
     Registrant's 1934 Act registration statement on Form 8-A dated May 19,
     1999, filed with the Commission pursuant to Section 13 of the 1934 Act,
     including any amendment thereto or report filed for the purpose of
     updating such description.

                                       2
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 hereof or of the related prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
is also incorporated or deemed to be incorporated 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.

     The Registrant will provide, without charge to each person, including any
beneficial owner, to whom this document is delivered, upon written or oral
request of such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits, unless such exhibits specifically are
incorporated by reference into such documents or this document). Requests for
such documents should be submitted in writing, addressed to the office of the
Corporate Secretary, R.J. Reynolds Tobacco Holdings, Inc., 401 North Main
Street, Winston- Salem, NC 27102.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable, see Item 3(7) above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Certain legal matters in connection with any original issuance of Common
Stock offered hereby are being passed upon for the Registrant by Charles A.
Blixt, Esq. Executive Vice President and General Counsel of the Registrant. Mr.
Blixt owns shares of Common Stock which represent less than 0.1% of the
currently outstanding shares of all classes of Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, provided that such officer
or director acted in good faith and in a manner he reasonably believed to be in
or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his conduct was illegal. A
Delaware corporation may indemnify officers and directors against expenses
(including attorney's fees) in connection with the defense or settlement of an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer
or director is adjudged to be liable to the corporation. Where an officer is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such an
officer or director actually and reasonably incurred.

     In accordance with the Delaware Law, the Restated Certificate of
Incorporation of RJRTH contains a provision to limit the personal liability of
the directors of RJRTH for violations of their fiduciary duty. This provision
eliminates each director's liability to RJRTH or its stockholders for monetary
damages except (i) for any breach of the director's duty of loyalty to RJRTH or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware Law providing for liability of directors for unlawful payment
of dividends or unlawful stock purchases or redemptions, or (iv) for any
transaction from which a director derived an improper personal benefit. The
effect of this provision is to eliminate the personal liability of directors
for monetary damages for actions involving a breach of their fiduciary duty of
care, including any such actions involving gross negligence. In addition, the
holders of Common

                                       3
Stock are deemed to have consented to certain provisions of the Restated
Certificate of Incorporation under which certain allocations of corporate
opportunities are not deemed to breach a director's fiduciary duty of loyalty.

     The Restated Certificate of Incorporation of RJRTH provides for
indemnification of the officers and directors of RJRTH to the full extent
permitted by applicable law.

     In addition, RJRTH will maintain directors' and officers' liability
insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8.  EXHIBITS

     4.1  Restated Certificate of Incorporation of R.J. Reynolds Tobacco
          Holdings, Inc.

     4.2  By-laws of R.J. Reynolds Tobacco Holdings, Inc., as amended effective
          June 14, 1999

     5.1  Opinion of Charles A. Blixt, Esq. regarding the legality of any
          original issuance securities being registered

     5.2  Opinion of Pietrantoni Mendez & Alvarez LLP regarding the
          compliance of the SIP-PR with the provisions of the Employee
          Retirement Income Security Act of 1974, as amended

     23.1 Consents of Deloitte & Touche LLP

     23.2 Consent of Charles A. Blixt, Esq. (included in Exhibit 1)

     23.3 Consent of Pietrantoni Mendez & Alvarez LLP (contained in Exhibit 5.2)

     24   Powers of Attorney (included on the signature page of this
          registration statement)

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 this 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 this Registration Statement. Notwithstanding the foregoing,
          any increase or decrease in volume of securities offered (if the
          total dollar value of securities offered would not exceed that which
          was registered) and any deviation from the low or high and of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in this Registration
          Statement; and

                                       4
(iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          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, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference into this
Registration Statement;

          (2) That for the purpose of determining any liability under the 1933
     Act, 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; and

          (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 the
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
therein, 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 1933 Act
may be permitted to directors, officers or controlling persons of the
Registrant 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 the1933 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 the 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 1933 Act and will be governed by the
final adjudication of such issue.

     (d) The undersigned Registrant hereby undertakes to submit the CIP and any
amendment thereto to the Internal Revenue Service (the "IRS") in a timely
manner and will make all changes required by the IRS in order to qualify the
CIP under Section 401 of the Internal Revenue Code.

                                       5
SIGNATURES

     THE REGISTRANT. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF
1933, 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
14TH DAY OF JUNE, 1999.

                                 R.J. REYNOLDS TOBACCO HOLDINGS, INC.

                                 By: /s/ Charles A. Blixt
                                    --------------------------------------------
                                    Charles A. Blixt
                                    Executive Vice President and General Counsel

                                       6
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW, CONSTITUTES AND APPOINTS CHARLES A. BLIXT, GUY M. BLYNN AND MICHAEL O.
JOHNSON, AND EACH OF THEM, OUR TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS,
WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, TO DO ANY AND ALL ACTS AND
THINGS AND EXECUTE, IN THE NAME OF THE UNDERSIGNED, ANY AND ALL INSTRUMENTS
WHICH SAID ATTORNEYS-IN-FACT AND AGENTS MAY DEEM NECESSARY OR ADVISABLE IN
ORDER TO ENABLE THE REGISTRANT TO COMPLY WITH THE SECURITIES ACT OF 1933 AND
ANY REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSION IN RESPECT THEREOF,
IN CONNECTION WITH THE FILING WITH THE SECURITIES AND EXCHANGE COMMISSION OF
THE REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933,
INCLUDING SPECIFICALLY BUT WITHOUT LIMITATION, POWER AND AUTHORITY TO SIGN THE
NAME OF THE UNDERSIGNED TO SUCH REGISTRATION STATEMENT, AND ANY AMENDMENTS TO
SUCH REGISTRATION STATEMENT (INCLUDING POST-EFFECTIVE AMENDMENTS), AND TO FILE
THE SAME WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH,
WITH THE SECURITIES AND EXCHANGE COMMISSION, TO SIGN ANY AND ALL APPLICATIONS,
REGISTRATION STATEMENTS, NOTICES OR OTHER DOCUMENTS NECESSARY OR ADVISABLE TO
COMPLY WITH APPLICABLE STATE SECURITIES LAWS, AND TO FILE THE SAME, TOGETHER
WITH OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE APPROPRIATE STATE
SECURITIES AUTHORITIES, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND
EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT
AND THING REQUISITE OR NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY
AND TO ALL INTENTS AND PURPOSES AS THE UNDERSIGNED MIGHT OR COULD DO IN PERSON,
HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS, AND
ANY OF THEM, OR THEIR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY
VIRTUE HEREOF.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES ON JUNE 14, 1999.

SIGNATURE                                                TITLE
---------

/s/ Steven F. Goldstone                Chairman of the Board and Chief Executive
----------------------------           Officer, Director
    Steven F. Goldstone

/s/ David B. Rickard                   Senior Vice President and Chief Financial
----------------------------           Officer
    David B. Rickard

/s/ Richard G. Russell                 Senior Vice President and Controller
----------------------------
    Richard G. Russell

/s/ John T. Chain, Jr.                 Director
----------------------------
    John T. Chain, Jr.

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

                                       7
SIGNATURE                              TITLE
---------

/s/ John L. Clendenin                  Director
----------------------------
    John L. Clendenin

/s/ Ray J. Groves                      Director
----------------------------
    Ray J. Groves

/s/ Fred H. Langhammer                 Director
----------------------------
    Fred H. Langhammer

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

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

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

                                       8
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plans) have caused this
to the 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
14th day of June, 1999.

                                      R.J. REYNOLDS TOBACCO HOLDINGS, INC.
                                      CAPITAL INVESTMENT PLAN

                                      By: /s/ H. Colin McBride
                                         ---------------------------------------
                                         H. Colin McBride
                                         Secretary, Employee
                                         Benefits Committee

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

                                      By: /s/ H. Colin McBride
                                         ---------------------------------------
                                         H. Colin McBride
                                         Secretary, Employee
                                         Benefits Committee

                                       9
INDEX TO EXHIBITS

                                                                    Sequentially
 Exhibit                                                              Numbered
 Number                            Exhibits                            Pages
 -------                           --------                         ------------
  4.1     --     Certificate of Incorporation                           11
  4.2     --     By-laws                                                16
  5.1     --     Opinion of Charles A. Blixt, Esq.                      21
  5.2     --     Opinion of Pietrantoni Mendez & Alvarez LLP            22
  23.1    --     Consents of Deloitte & Touche LLP                      23
  23.2    --     Consent of Charles A. Blixt, Esq (contained in
                 Exhibit 5.1)                                           21
  23.3    --     Consent of Pietrantoni Mendez & Alvarez LLP
                 (contained in Exhibit S.2)                             23
  24      --     Power of Attorney (included on the signature
                 page of this registration statement)                   7

                                       10