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RJR NABISCO FILES AMENDED STOCK PLAN

 NEW YORK, April 13 /PRNewswire/ -- RJR Nabisco Holdings Corp. (NYSE: RN) today announced that it has made an amended filing with the Securities and Exchange Commission for its plan to create separate classes of common stock related to the performance of its worldwide food and tobacco businesses.
 In the new filing, the company said it will go forward with its public offering of 93 million shares of RN-Nabisco Group stock.
 The company said the basic structure of the public offering is unchanged: The 93 million shares will represent approximately 25 percent of the equity of the company's worldwide food businesses. The food stock will pay an initial quarterly dividend of $.13 per share in the third quarter of 1993. The anticipated net proceeds of approximately $1.5 billion to $1.7 billion will be used to retire RJR Nabisco debt.
 RJR Nabisco said it has modified two aspects of the plan:
 -- The company will not issue additional Nabisco Group shares to its shareholders, as was previously planned, but will have the flexibility to issue shares at an appropriate later time.
 -- In its initial proposal, the company planned to commence a quarterly dividend on RN-Reynolds Group stock, into which RJR Nabisco common shares would be reclassified after the public offering of the food-related stock. Under the revised plan, the company will delay declaring a dividend on the Reynolds Group stock until there is a clear assessment of the domestic tobacco operating environment and the company can initiate a dividend policy that is consistent with its capital structure and credit rating targets. RJR Nabisco shares will be reclassified into RN-Reynolds Group shares on a one-for-one basis, rather than on a one-for-three basis as originally proposed. The company said that beginning in the third quarter of 1993, it still plans to begin paying a "pass-through" quarterly dividend of approximately $.03 per Reynolds Group share, representing the dividend income from the retained interest of 75 percent in the equity of Nabisco Group.
 "We believe that creating the two classes of common stock will enhance value for our existing shareholders and attract new investors who want to participate in the performance of our food businesses," said Lawrence R. Ricciardi, co-chairman and chief executive officer of RJR Nabisco. "We have responded to initial SEC comments and expect to conclude the regulatory process in the near future."
 As noted in the original filing, RJR Nabisco said the plan will not result in any transfer of legal title to its assets, nor will it affect the rights of any of the company's debt holders or creditors.
 RJR Nabisco Holdings Corp. is the parent company of RJR Nabisco, Inc., an international consumer products company. RJR Nabisco's major operating units are R.J. Reynolds Tobacco Co., R.J. Reynolds Tobacco International, Inc., the Nabisco Foods Group and Nabisco International, Inc.
 NOTE: A registration statement relating to the food-related class of stock has been filed with the Securities and Exchange Commission, but has not yet become effective. No securities may be sold and no offers to buy accepted until the registration statement relating to the securities has become effective under the Securities Act of 1933. This announcement constitutes neither an offer to sell nor the solicitation of an offer to buy any security, nor shall there be any sale of the securities in any state where such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Sale of the securities will be made only by means of a final prospectus or other appropriate documentation, which will be distributed after the registration statement is effective.
 -0- 4/13/93
 /CONTACT: Jason Wright of RJR Nabisco, 212-258-5770/
 (RN)


CO: RJR Nabisco Holdings Corp. ST: New York IN: TOB SU: OFR

RA-BN -- AT015 -- 5423 04/13/93 17:28 EDT
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Date:Apr 13, 1993
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