Exhibit 24


CONFIRMING STATEMENT

     This Statement confirms that the undersigned,
Robert S. Miller, Jr., has authorized each of Charles A. Blixt,
McDara P. Folan, III and Guy M. Blynn to execute and file
on the undersigned's behalf all Forms 3, 4 and 5 (including
any amendments thereto) that the undersigned may be required
to file with the Securities and Exchange Commission as a
result of the undersigned's ownership of or transactions in
securities of R.J. Reynolds Tobacco Holdings, Inc.
The authority of Charles A. Blixt, McDara P. Folan, III
and Guy M. Blynn under this Statement shall continue until
the undersigned is no longer required to file Forms 3, 4
and 5 with regard to his ownership of or transactions in
securities of R.J. Reynolds Tobacco Holdings, Inc., unless
earlier revoked in writing.  The undersigned acknowledges
that Charles A. Blixt, McDara P. Folan, III and Guy M.
Blynn are not assuming any of the undersigned's
responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.


Date:  July 1, 2003
/s/ Robert S. Miller, Jr.