============================================================================== SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 RJR Nabisco Holdings Corp. (Name of Registrant as Specified In Its Charter) RJR Nabisco Holdings Corp. (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [x] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: ============================================================================== RJR Nabisco logo NEWS RELEASE ______________________________________________________________________________ CONTACT: Carol Makovich (212) 258-5785 FINANCIAL TIMES MAKES "UNFORTUNATE CHOICE OF HEADLINE,' RJR NABISCO SAYS New YORK, NEW YORK -- March 22, 1996 -- RJR Nabisco Holdings Corp. (NYSE: RN) issued the following statement regarding today's article in the Financial Times of London that included comments by Steven F. Goldstone, president and chief executive officer of the company: "The Financial Times story contained an unfortunate choice for a headline on a thoughtful story. "As Mr. Goldstone said in that story, "You can't settle these cases on a case-by-case basis: it's irrational, and it's 100 percent wrong for our industry to do so." RJR Nabisco also said that its tobacco company has no intention of settling any of the litigation in which it is currently involved because it is confident it will win those cases. Mr. Goldstone's comments are consistent with that view. # # #