8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported)              March 9, 1999
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                           RJR NABISCO HOLDINGS CORP.
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               (Exact name of Registrant as Specified in Charter)

      Delaware                       1-10215                     13-3490602
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(State or Other Jurisdiction    (Commission File               (IRS Employer
      of Incorporation)              Number)                Identification No.)

                               RJR NABISCO, INC.
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               (Exact name of Registrant as Specified in Charter)

      Delaware                       1-6388                      56-0950247
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(State or Other Jurisdiction    (Commission File               (IRS Employer
      of Incorporation)              Number)                Identification No.)


                          1301 Avenue of the Americas
                               New York, New York                     10019
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(Address of Principal Executive Offices)                            (Zip Code)

Registrant's telephone number, including area code         (212) 258-5600
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                                 Not Applicable
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         (Former Name or Former Address, if Changed Since Last Report)









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Item 5.  Other Events.

          On March 9, 1999, RJR Nabisco Holdings Corp. ("RJRN Holdings") issued
a press release, a copy of which is attached as Exhibit 99.1 and incorporated
by reference herein, announcing, among other things, that its wholly-owned
subsidiaries, RJR Nabisco, Inc. and R. J. Reynolds Tobacco Company ("RJRT"),
had entered into a definitive agreement for the sale of the international
tobacco business of RJRT and its subsidiaries to Japan Tobacco, Inc.

          RJRN Holdings also announced that its Board of Directors had approved
a plan to distribute shares in its domestic tobacco business to RJRN Holdings'
shareholders in the form of a tax-free spin-off transaction.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c) Exhibits

         99.1     Press Release dated March 9, 1999.


                                   SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            RJR NABISCO HOLDINGS CORP.
                                            RJR NABISCO, INC.


                                            By: /s/ William L. Rosoff
                                               --------------------------------
                                               Name:  William L. Rosoff
                                               Title: Senior Vice President and
                                                        General Counsel
March 17, 1999






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                                 EXHIBIT INDEX


99.1     Press Release dated March 9, 1999.

EX-99.1

                                                                   EXHIBIT 99.1


                                News Release

CONTACT:  Jason Wright
          (212) 258-5770
                 or
          Carol Makovich
          (212) 258-5785

                    RJR NABISCO AGREES TO SELL INTERNATIONAL
                TOBACCO BUSINESS FOR $8 BILLION; BOARD APPROVES
                   SPIN-OFF PLAN FOR DOMESTIC TOBACCO COMPANY

NEW YORK, NEW YORK--March 9, 1999--RJR Nabisco Holdings Corp. (NYSE: RN) today
announced that it has entered into a definitive agreement to sell its
international tobacco business for $8 billion, including the assumption of $200
million of net debt, to Japan Tobacco Inc. The company also said that its board
of directors approved a plan to separate its domestic tobacco business, R.J.
Reynolds Tobacco Co., from its Nabisco food business, following completion of
the international tobacco sale.

          "The sale of Reynolds International accomplishes a paramount
strategic objective for our company," said Steven F. Goldstone, chairman and
chief executive officer of RJR Nabisco. "It enables us to realize extraordinary
value from that business and paves the way for us to separate the domestic
tobacco business from the rest of our organization on a sound and prudent
financial basis."

                     Sale of International Tobacco Business

          Under the terms of the sales agreement, Japan Tobacco will acquire
all of the business and trademarks of R.J. Reynolds International, including
the international rights to Camel, Winston and Salem.

          Tokyo-based Japan Tobacco is one of the world's largest manufacturers
of tobacco products and the leading tobacco company in Japan, with a market
share of nearly 80 percent in that country and a growing presence overseas. The
company also is establishing itself in a number of other industries, including
pharmaceuticals and foods.

          "We are delighted that Japan Tobacco will be purchasing our
international tobacco business," said Mr. Goldstone. "They have superb
management and tremendous financial resources and they are committed to
realizing the enormous potential of Reynolds International's trademarks
throughout the world."






         RJR Nabisco said it will use proceeds from the sale to reduce debt and
for general corporate purposes, which will enable it substantially to
strengthen the financial position of Reynolds Tobacco Co. The sale is subject
to satisfaction of certain regulatory conditions and receipt of certain
consents from RJR Nabisco's bondholders. The company said it expects the sale
to be completed within two months.

                   Separation of Food and Tobacco Businesses

         RJR Nabisco said that the separation of the businesses will be
accomplished by a tax-free spin-off to shareholders of shares in the domestic
tobacco business. Upon completion of the spin-off, RJR Nabisco will continue to
exist as a holding company, owning 80.6 percent of Nabisco Holdings Corp. The
company will be re-named Nabisco Group Holdings. The re-named Nabisco Group
Holdings and Nabisco Holdings Corp. would each continue to trade as separate
companies on the New York Stock Exchange.

         RJR Nabisco said that it will announce the specifics of the separation
transaction, which will be subject to final board approval, following the
completion of the sale of the international tobacco business.

         "We believe that the food and tobacco businesses will best be able to
achieve their full potential under separate ownership structures," said Mr.
Goldstone. "Each is a large, complex business with very different challenges,
strategies and means of doing business. We also will achieve substantial
expense savings by eliminating the RJR Nabisco headquarters and most of its
corporate staff functions. In short, a spin-off transaction is in the long-term
interest of each business as well as current and future shareholders."

                           R.J. Reynolds Tobacco Co.

         As an independent company, Reynolds Tobacco will have four of the
country's leading cigarette brands -- Camel, Winston, Salem and Doral -- and
will be the second-largest tobacco company in the United States. Reynolds
Tobacco had total revenue of $5.6 billion in 1998. The company will be based in
Winston-Salem, N.C. and its shares will be publicly traded on the New York
Stock Exchange.


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