ICAHN STATEMENT ON PROXY CONTEST

NEW YORK,  April 27 - Mr.  Icahn  today  reiterated  his belief that his plan to
"cleanly"  spin off Nabisco from RJR Holdings is the best way to build value for
RJR's shareholders over the near term.  However,  Mr. Icahn has held discussions
with several other large shareholders,  who indicated to him that, especially in
light of the recent Supreme Court decision to hear arguments on whether the Food
and Drug Administration should be allowed to regulate tobacco,  those holders do
not  want to risk  any  delay  in the  separation  of  RJR's  food  and  tobacco
businesses.  Therefore,  those holders  indicated,  they will opt to support the
spinoff plan of RJR's management and Board.

As a result of these discussions, Mr. Icahn is withdrawing his slate of nominees
for the RJR Board and will not pursue a proxy  contest.  At the same  time,  Mr.
Icahn wishes Steven Goldstone,  Chairman and Chief Executive Officer, success in
his efforts to build shareholder value.

Contact:          Walter Montgomery
                  (212) 484-6721