EXHIBIT 23.1
 
                         INDEPENDENT AUDITORS' CONSENT
 
   
    We consent to the incorporation by reference in this Post-Effective
Amendment No. 2 to Registration Statement No. 33-55767 of RJR Nabisco Holdings
Corp. ("Holdings") on Form S-4 (the "Registration Statement") of (1) our report
dated February 1, 1994 (except with respect to the subsequent events discussed
in Note 17, as to which the date is April 13, 1994), included in Holdings'
Registration Statement No. 33-52381 on Form S-3 ("Form S-3"), at the time such
Form S-3 was declared effective by the Commission and (2) our report dated
February 1, 1994 (except with respect to the subsequent event discussed in Note
17, as to which the date is February 24, 1994), appearing in the Annual Report
on Form 10-K of Holdings for the year ended December 31, 1993.
    
 
    We also consent to the reference to us under the headings "RJR Nabisco
Holdings Corp. Summary Historical Consolidated Financial Data", "RJR Nabisco
Holdings Corp. Selected Historical Consolidated Financial Data" and "Experts" in
the Proxy Statement/Prospectus, which is part of this Registration Statement.
 
DELOITTE & TOUCHE LLP

 
   
New York, New York
January 31, 1995