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)
                                   _______________
                         RJR NABISCO CAPITAL INVESTMENT PLAN
                               (Full title of the plan)
                                   _______________
                             Lawrence R. Ricciardi, Esq.
                              RJR NABISCO HOLDINGS CORP.
                             1301 Avenue of the Americas
                               New York, New York 10019
                                    (212) 258-5600
        (Name, address and telephone number, including area code, of agent for
                                       service)
                                   _______________
                                      Copies to:
                                David J. Sorkin, Esq.
                              Simpson Thacher & Bartlett
                                 425 Lexington Avenue
                               New York, New York 10017
                                   _______________

                                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                  Proposed     Proposed
              Title of                            Maximum       Maximum
           Securities to          Amount to       Offering     Aggregate         Amount of
           be Registered             be            Price       Offering         Registration
                                 Registered     Per Share(1)    Price              Fee(1)

<S>                             <C>             <C>            <C>              <C>
      Common Stock, par value
           $.01 per share  .    5,000,000 shares  $5.8125      $29,062,500.00   $10,021.55
</TABLE>


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

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










<PAGE>




               Pursuant to General Instruction E for registration
          statements on Form S-8, the contents of the Registration
          Statement on Form S-8 of RJR Nabisco Holdings Corp., a Delaware
          corporation, relating to the RJR Nabisco Capital Investment Plan
          (formerly named the RJR Nabisco Capital Accumulation Plan) (the 
          "Plan"), file number 33-40395, 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).
          
               4.2  Amended  and Restated  By-laws of RJR  Nabisco Holdings
                    Corp.,   as   amended,  effective   January   20,  1994
                    (incorporated by reference  to Exhibit 3.2 to  the 1993
                    Form 10-K).

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

               23.1 Consent of Deloitte & Touche.

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

               24   Power of Attorney.

     Item 9.   Undertakings

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




<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.

                                        RJR NABISCO CAPITAL INVESTMENT PLAN


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






<PAGE>
                                   INDEX TO EXHIBITS
                                   -----------------

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

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

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

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

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

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

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

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

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

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

          23.1      -    Consent of Deloitte & Touche

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

          24        -    Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "RJR NABISCO CAPITAL INVESTMENT PLAN", "secsgml_size_bytes": 21505}]
{"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": "033-54395", "film-number": "94537525"}, "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)
                                   _______________
                         RJR NABISCO CAPITAL INVESTMENT PLAN
                               (Full title of the plan)
                                   _______________
                             Lawrence R. Ricciardi, Esq.
                              RJR NABISCO HOLDINGS CORP.
                             1301 Avenue of the Americas
                               New York, New York 10019
                                    (212) 258-5600
        (Name, address and telephone number, including area code, of agent for
                                       service)
                                   _______________
                                      Copies to:
                                David J. Sorkin, Esq.
                              Simpson Thacher & Bartlett
                                 425 Lexington Avenue
                               New York, New York 10017
                                   _______________

                                      CALCULATION OF REGISTRATION FEE
Proposed     Proposed
              Title of                            Maximum       Maximum
           Securities to          Amount to       Offering     Aggregate         Amount of
           be Registered             be            Price       Offering         Registration
                                 Registered     Per Share(1)    Price              Fee(1)
Common Stock, par value
           $.01 per share  .    5,000,000 shares  $5.8125      $29,062,500.00   $10,021.55
(1)  Pursuant  to Rule 457  under the Securities  Act of 1933  the proposed
          maximum offering price per share  and the registration fee relating to
          the Common Stock being  registered have been based  on the average  of
          the  high and low prices of the Common  Stock reported on the New York
          Stock Exchange-Composite Tape on June 24, 1994.

          In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
          this registration statement also covers an indeterminate amount of 
          interests to be offered or sold pursuant to the employee benefit plan
          described herein.
                                                                                
     ===========================================================================
Pursuant to General Instruction E for registration
          statements on Form S-8, the contents of the Registration
          Statement on Form S-8 of RJR Nabisco Holdings Corp., a Delaware
          corporation, relating to the RJR Nabisco Capital Investment Plan
          (formerly named the RJR Nabisco Capital Accumulation Plan) (the 
          "Plan"), file number 33-40395, 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).
          
               4.2  Amended  and Restated  By-laws of RJR  Nabisco Holdings
                    Corp.,   as   amended,  effective   January   20,  1994
                    (incorporated by reference  to Exhibit 3.2 to  the 1993
                    Form 10-K).

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

               23.1 Consent of Deloitte & Touche.

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

               24   Power of Attorney.

     Item 9.   Undertakings

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

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

                                        RJR NABISCO HOLDINGS CORP.

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

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

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

                    *                   Chairman of the Board 
          -----------------------
           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.

                                        RJR NABISCO CAPITAL INVESTMENT PLAN

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

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

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

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

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

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

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

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

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

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

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

          23.1      -    Consent of Deloitte & Touche

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

          24        -    Power of Attorney