SCHEDULE 14A INFORMATION
                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934


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            RJR NABISCO HOLDINGS CORP.                  
                          (Name of Registrant as Specified in Charter)

         HIGH RIVER LIMITED PARTNERSHIP                
                     (Name of Person(s) Filing Proxy Statement if other than
the Registrant)

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