EXHIBIT 23.1
   


                            INDEPENDENT AUDITORS' CONSENT

               We consent to the incorporation by reference in this Amendment 
          No. 1 to the Registration Statement of RJR Nabisco Holdings Corp.
          ("Holdings") on Form S-3 (this "Amendment No. 1") 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
          "Summary Historical Consolidated Financial Data" and "Experts" in
          the Prospectus, which is part of this Amendment No. 1



          DELOITTE & TOUCHE LLP

          New York, New York
          February 15, 1995