EXHIBIT 4.4
                           CERTIFICATE OF TRUST

                                    OF

                   RJR NABISCO HOLDINGS CAPITAL TRUST II



               THIS Certificate of Trust of RJR Nabisco Holdings Capital Trust
II (the "Trust"), dated as of August 5, 1998, is being duly executed and filed
by the undersigned, as trustees, to form a business trust under the Delaware
Business Trust Act (12 Del. Code Section  3801 et seq.).

               1. Name.  The name of the business trust being formed hereby is
RJR Nabisco Holdings Capital Trust II.

               2. Delaware Trustee.  The name and business address of the
trustee of the Trust with a principal place of business in the State of
Delaware is The Bank of New York (Delaware), a Delaware banking corporation,
White Clay Center, Route 273, Newark, Delaware 19711.

               3. Effective Date.  This Certificate of Trust shall be
effective as of its filing.

               4. Counterparts.  This Certificate of Trust may be executed in
one or more counterparts.



               IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust as of the date first above
written.


                                   The Bank of New York (Delaware),
                                    as Delaware Trustee



                                   By: /s/ Frederick W. Clark
                                       ------------------------------
                                       Name: Frederick W. Clark
                                       Title: Authorized Signatory


                                   The Bank of New York,
                                    as Institutional Trustee




                                   By: /s/ MaryBeth Lewicki
                                       ------------------------------
                                       Name:  MaryBeth Lewicki
                                       Title: Assistant Vice President


                                   /s/ John J. Delucca
                                   ----------------------------------
                                   John J. Delucca,
                                    as Trustee




                                   /s/ Richard G. Russell
                                   ----------------------------------
                                   Richard G. Russell,
                                    as Trustee




                                   /s/ David F. Sternlieb
                                   ----------------------------------
                                   David F. Sternlieb,
                                    as Trustee