SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MENSAH NANA

(Last)

(First)

(Middle)

401 N. MAIN STREET

(Street)

WINSTON-SALEM

27102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REYNOLDS AMERICAN INC [ RAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/30/2004		A⁽¹⁾		4,050	A	$0⁽¹⁾	4,050	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Option (Right-to-buy)	$32.4375	07/30/2004		A⁽²⁾		1,400		⁽²⁾	⁽²⁾	Common Stock	1,400	⁽²⁾	1,400	D
Deferred Stock Units	⁽³⁾	07/30/2004		A⁽⁴⁾		8,487.8		⁽⁵⁾	⁽⁵⁾	Common Stock	8,487.8	$0	8,487.8	D
Deferred Stock Units	⁽³⁾	07/30/2004		A⁽⁶⁾		3,500		07/30/2004⁽⁷⁾	07/30/2004⁽⁷⁾	Common Stock	3,500	$0	3,500	D

Explanation of Responses:

1. Acquired pursuant to the Business Combination Agreement, as amended, between R.J. Reynolds Tobacco Holdings, Inc., or RJR, and Brown & Williamson Corporation, and the transactions related thereto, in exchange for an equal number of shares of Common Stock of RJR. The value of such consideration was $70.25 per share, based on the closing price of RJR's Common Stock on July 29, 2004.

2. Received in the business combination described in footnote 1 in exchange for an stock option to acquire an equal number of shares of RJR Common Stock on the same terms.

3. 1-for-1.

4. Acquired pursuant to the business combination described in footnote 1 in exchange for an equal number of Deferred Stock Units of RJR.

5. Deferred Stock Units of the RJR would have become payable, in cash or Common Stock, at the election of the reporting person, in January 2005 upon the reporting person's termination of service as a director of RJR as a result of the business combination described in footnote 1. The reporting person has opted to receive an equal number of RAI Deferred Stock Units at the closing and to receive a cash payment 90 days following the consummation of the business combination.

6. Acquired pursuant to the Equity Incentive Award Plan for Directors of Reynolds American Inc. and Subsidiaries. Deferred Stock Units bear quarterly dividends at the same rate as Issuer's Common Stock, but the dividends are paid in the form of additional Deferred Stock Units.

7. Deferred Stock Units become payable, in cash or Common Stock, at the election of the reporting person, upon termination of service as a director of the Issuer.

	McDara P. Folan, III, Attorney-in-fact	07/30/2004
	** Signature of Reporting Person	Date
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