SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RJR NABISCO HOLDINGS CORP.
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(Exact name of registrant as specified in its charter)
Delaware 13-3490602
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(State of incorporation (IRS Employer
or organization) Identification No.)
1301 Avenue of the Americas
New York, New York 10019
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(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which each class is to be
to be so registered registered
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Series C Depositary Shares New York Stock
Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
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A description of the Series C Depositary Shares, each
representing one-tenth of a share of Series C Conversion
Preferred Stock of RJR Nabisco Holdings Corp. (the "Company"), to
be registered is contained in the Prospectus to be filed pursuant
to Rule 424(b) under the Securities Act of 1933 that relates to
the Registration Statement on Form S-3 (File No. 33-52381) of the
Company, filed with the Securities and Exchange Commission, as
amended, which description is incorporated herein by reference.
The name of the Depositary for the Series C Depositary Shares is
First Chicago Trust Company of New York. Except as set forth in
such Prospectus, there is no material relationship between the
registrant and the Depositary. The Series C Depositary Shares
will be listed on the New York Stock Exchange, Inc. for regular
way trading.
Item 2. Exhibits.
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Exhibit No. Description
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2(a) Form of Certificate of Designation of
Series C Conversion Preferred Stock
(filed as Exhibit 4.1(h) to Amendment
No. 4 to the Registration Statement on
Form S-3 of RJR Nabisco Holdings Corp.,
Registration No. 33-52381, filed April
14, 1994, and incorporated herein by
reference).
2(b) Form of Deposit Agreement between RJR
Nabisco Holdings Corp. and First Chicago
Trust Company of New York, as Depositary
(filed as Exhibit 4.2 to Amendment No. 3
to the Registration Statement on Form S-
3 of RJR Nabisco Holdings Corp.,
Registration No. 33-52381, filed April
1, 1994, and incorporated herein by
reference).
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Registration Statement or amendment thereto to be signed on
its behalf by the undersigned, thereto duly authorized.
RJR NABISCO HOLDINGS CORP.
(Registrant)
By:
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Jo-Ann Ford
Vice President and Assistant
General Counsel
Date: