Exhibit 10.6

                   FOURTH AMENDMENT TO THE 364 DAY CREDIT AGREEMENT


         FOURTH AMENDMENT (this "Amendment"), dated as of April 4, 1997, among
RJR NABISCO HOLDINGS CORP., a Delaware corporation ("Holdings"), RJR NABISCO,
INC., a Delaware corporation (the "Borrower") and the lending institutions party
to the Credit Agreement referred to below (the "Banks").  All capitalized terms
used herein and not otherwise defined herein shall have the respective meanings
provided such terms in the Credit Agreement referred to below.


                                W I T N E S S E T H :
                                - - - - - - - - - -  

         WHEREAS, Holdings, the Borrower and the Banks are parties to a Credit
Agreement, dated as of April 28, 1995 (as amended, modified and supplemented to
the date hereof, the "Credit Agreement"); and

         WHEREAS, the parties to the Credit Agreement wish to amend the Credit
Agreement as herein provided;

         NOW, THEREFORE, it is agreed:


I.  AMENDMENT TO CREDIT AGREEMENT.

         1.Effective June 2, 1997, the definition of "Measurement Date"
appearing in Section 10 of the Credit Agreement shall be amended to read in its
entirety as follows:

              "Measurement Date" shall mean June 2, 1997.


II. CONDITIONS PRECEDENT TO AMENDMENT EFFECTIVE DATE.

         1.  This Amendment shall become effective on June 2, 1997 (the
"Amendment Effective Date"), so long as each of the following conditions shall
have been met to the satisfaction of the Senior Managing Agents on or prior to
the Amendment Effective Date:

         (a)  EXECUTION OF AMENDMENT.  On or prior to the Amendment Effective
Date, Holdings, the Borrower and each of the Banks shall have signed a copy
hereof 



(whether the same or different copies) and shall have delivered (including by
way of facsimile transmission) the same to the Payments Administrator at the
Payments Administrator's Office.

         (b)  NO DEFAULT; REPRESENTATIONS AND WARRANTIES.  On the Amendment
Effective Date, both before and after giving effect to this Amendment, (i) there
shall exist no Default or Event of Default and (ii) all representations and
warranties contained in the Credit Agreement and in the other Credit Documents
shall be true and correct in all material respects.


III.     GENERAL PROVISIONS

         1. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.

         2. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.  A complete set of
counterparts shall be lodged with Holdings and the Payments Administrator.

         3. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

                                   *      *      *




                                         -2-