8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K/A
CURRENT REPORT
(Amendment No. 1)

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):
             May 15, 2002            

          R.J. REYNOLDS TOBACCO HOLDINGS, INC.         
(Exact name of Registrant as Specified in its Charter)

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

401 North Main Street Winston- Salem, North Carolina	27102
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code:
(336) 741-5500

Explanatory Note

This Amendment No. 1 to Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by R.J. Reynolds Tobacco Holdings, Inc. (the “Company”) on May 21, 2002 to include exhibits not previously filed.

Item 7.  Financial Statements and Exhibits

(c)  Exhibits

Exhibit No.

1.1  *	Underwriting Agreement Standard Provisions, incorporated by reference into the Underwriting Agreement filed as Exhibit 1.2
1.2  *	Underwriting Agreement dated as of May 15, 2002 by and among R.J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company and RJR Acquisition Corp. and J.P. Morgan Securities Inc. and Salomon Smith Barney Inc., as representatives of the several underwriters
4.1  *	Form of Note for the 6 1/2% Note due 2007
4.2  *	Form of Note for the 7 1/4% Note due 2012
4.3  *	Indenture, dated May 20, 2002, by and among R.J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company, RJR Acquisition Corp. and The Bank of New York
5.1**	Opinion of Davis, Polk & Wardwell
5.2**	Opinion of Riker, Danzig, Scherer, Hyland & Perretti LLP
23.1**	Consent of Davis, Polk & Wardwell (included in Exhibit 5.1)
23.2**	Consent of Riker, Danzig, Scherer, Hyland & Perretti LLP (included in Exhibit 5.2)

_____________
*      Previously filed.
**    Filed herewith.

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SIGNATURES

            Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	R.J. REYNOLDS TOBACCO HOLDINGS, INC. By:       /s/   McDara P. Folan, III                               Name:  McDara P. Folan, III       Title:Vice President, Deputy General Counsel             and Secretary
Dated:  September 30, 2002

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EXHIBIT INDEX

Exhibit No.	Description
1.1  *	Underwriting Agreement Standard Provisions, incorporated by reference into the Underwriting Agreement filed as Exhibit 1.2
1.2  *	Underwriting Agreement dated as of May 15, 2002 by and among R.J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company and RJR Acquisition Corp. and J.P. Morgan Securities Inc. and Salomon Smith Barney Inc., as representatives of the several underwriters
4.1  *	Form of Note for the 6 1/2% Note due 2007
4.2  *	Form of Note for the 7 1/4% Note due 2012
4.3  *	Indenture, dated May 20, 2002, by and among R.J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company, RJR Acquisition Corp. and The Bank of New York
5.1**	Opinion of Davis, Polk & Wardwell
5.2**	Opinion of Riker, Danzig, Scherer, Hyland & Perretti LLP
23.1**	Consent of Davis, Polk & Wardwell (included in Exhibit 5.1)
23.2**	Consent of Riker, Danzig, Scherer, Hyland & Perretti LLP (included in Exhibit 5.2)

_____________
*      Previously filed.
**    Filed herewith.

EX-5.1

Exhibit 5.1

DAVIS POLK & WARDWELL
450 Lexington Avenue
New York, NY  10017

 September 30, 2002

R.J. Reynolds Tobacco Holdings, Inc.
R. J. Reynolds Tobacco Company
RJR Acquisition Corp.
401 North Main Street
Winston-Salem, NC  27102

Ladies and Gentlemen:

We have acted as counsel for the underwriters in connection with the Underwriting Agreement dated May 15, 2002 between R.J. Reynolds Tobacco Holdings, Inc. (the “Company”), as issuer, R. J. Reynolds Tobacco Company (“RJRT”) and RJR Acquisition Corp. (“RJRA”), as guarantors (the “Guarantors”), and the Underwriters named in Schedule 1 thereto (the “Underwriters”), pursuant to which the Underwriters severally agreed to purchase from the Company $300,000,000 aggregate principal amount of 6-1/2% Notes due 2007 and $450,000,000 aggregate principal amount of 7-1/4% Notes due 2012 (collectively, together with the guarantees thereof by each of the Guarantors, the “Securities”).  The Securities are to be issued under an Indenture dated as of May 20, 2002 (the “Indenture”) among the Company as issuer, RJRT and RJRA, as guarantors, and The Bank of New York, as trustee.

We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion, and we have relied on separate counsel as to the due authorization, execution and delivery of the Indenture and the Securities by RJRT.

Based upon the foregoing, we are of the opinion that, as of May 20, 2002, the Securities constituted valid and legally binding obligations of each of the Company and each of the Guarantors, enforceable against the Company and each of the Guarantors, respectively, in accordance with their terms, subject to (i) bankruptcy, insolvency and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law). 

We hereby consent to the filing of this opinion as Exhibit 5.1 to Amendment No. 1 to the Company’s Current Report on Form 8-K filed on
May 21, 2002.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York, the Federal laws of the United States of America and the General Corporation Law of the State of Delaware.

                                                            Very truly yours,

                                                            /s/ Davis Polk & Wardwell

EX-5.2

Exhibit 5.2

[Letterhead of Riker, Danzig, Scherer, Hyland & Perretti LLP]

September 27, 2002

R.J. Reynolds Tobacco Holdings, Inc.
R.J. Reynolds Tobacco Company
RJR Acquisition Corp.
401 North Main Street
Winston-Salem, North Carolina   27102

Dear Ladies and Gentlemen:

We have acted as special New Jersey counsel for R. J. Reynolds Tobacco Company (“RJRT”) in connection with the Indenture dated as of May 20, 2002 by and among R.J. Reynolds Tobacco Holdings, Inc., RJRT, RJR Acquisition Corp. and The Bank of New York (the “Indenture”), the $300,000,000 6 1/2% Note of R.J. Reynolds Tobacco Holdings, Inc. in favor of Cede & Co., or its registered assigns due June 1, 2007 and the $450,000,000 7 1/4% Note of R.J. Reynolds Tobacco Holdings, Inc. in favor of Cede & Co., or its registered assigns due June 1, 2012 (the “Notes”).

We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials, certificates of RJRT officers and other instruments as we have deemed necessary for the purposes of rendering this opinion.

We have also assumed without independent investigation that, for the purposes of opinion number 2 below, the laws of the State of New York are identical to the laws of the State of New Jersey. 

Based upon the foregoing, we are of the opinion that, as of May 20, 2002:

1.         The Indenture and the Notes were duly executed and authorized by RJRT.

2.         The Indenture and the Notes were delivered by RJRT.

We hereby consent to the filing of this opinion as Exhibit 5.2 to Amendment No. 1 to the Company's Current Report on Form 8-K filed on May 21, 2002.

The opinions expressed herein are limited to the laws of the State of New Jersey and to the matters set forth herein and no other opinions are expressed or are to be implied.  Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under them, which were in effect as of May 20, 2002.  We assume no obligation to update the opinions set forth herein, and we render no opinion with respect to the law of any other jurisdiction.

Very truly yours,     

/s/ Riker, Danzig, Scherer, Hyland & Perretti LLP

WGC/tb

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