EXHIBIT 99.1

LETTER OF TRANSMITTAL

To Tender Series B Depositary Shares (CUSIP 74960K 70 8), each representing
1/1000 of a share of Series B Cumulative Preferred Stock (the "Depositary
Shares"),

RJR NABISCO HOLDINGS CORP.

Pursuant to the offer by RJR NABISCO HOLDINGS CAPITAL TRUST I to exchange
its ___% Trust Originated Preferred Securities(sm) ("TOPrS(sm)")
for up to 49,000,000 outstanding Depositary Shares

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT,
NEW YORK CITY TIME, ON ______, 1995, UNLESS THE OFFER IS EXTENDED.

The Exchange Agent for the Offer is:

First Chicago Trust Company of New York
By Hand or Overnight Courier:

Attention: Tenders and Exchanges
Suite 4680-RNH
14 Wall Street
8th Floor
New York, New York 10005

By Mail:
(registered or certified mail recommended)

Attention: Tenders and Exchanges
Suite 4460-RNH
P.O. Box 2559
Jersey City, New Jersey 07303-2559

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

Subject to the terms and conditions set forth in the Prospectus and herein,
the Trust will accept for exchange up to 49,000,000 Depositary Shares validly
tendered and not withdrawn.

This Letter of Transmittal is to be completed by holders of Depositary
Shares, either (i) if certificates for Depositary Shares are to be forwarded
herewith or (ii) unless an Agent's Message (as defined in the accompanying
Prospectus of RJR Nabisco Holdings Corp. and RJR Nabisco Holdings Capital Trust
I dated _______, 1995 (as amended or supplemented (including documents
incorporated by reference), the "Prospectus")) is utilized, if tenders of
Depositary Shares are to be made by book-entry transfer into the account of
First Chicago Trust Company of New York, as Exchange Agent (the "Exchange
Agent"), at The Depository Trust Company, Midwest Securities Trust Company and
Philadelphia Depository Trust Company (together, the "Depository Institutions")
pursuant to the procedures described under "The Offer--Procedures for Tendering"
in the Prospectus. Holders of Depositary Shares who tender Depositary Shares by
book-entry transfer are referred to herein as "Book-Entry Shareholders."

- - - ---------------------

(sm) "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.

Any holder of Depositary Shares who submits this Letter of Transmittal and
tenders Depositary Shares in accordance with the instructions contained
herein prior to the Expiration Date (as defined in the Prospectus) will thereby
have directed RJR Nabisco Holdings Capital Trust I (the "Trust") to deliver
its ____% Trust Originated Preferred Securities ("TOPrS") (the "Preferred
Securities") in exchange for such holder's Depositary Shares and in
consideration of the deposit by RJR Nabisco Holdings Corp. ("Holdings") with
the Trust as trust assets of its ____% Junior Subordinated Debentures due 2044
(the "Junior Subordinated Debentures") as set forth in the Prospectus. Tenders
of Depositary Shares pursuant to this Letter of Transmittal are subject to
withdrawal as described in the Prospectus under the caption "The
Offer--Withdrawal of Tenders".

DESCRIPTION OF DEPOSITARY SHARES TENDERED
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Name(s) and Address(es) of Registered Holder(s) Depositary Shares Tendered
(Please fill in, if blank) (Attach additional list if necessary)
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Certificate Total Number of Number of
Number(s)* Shares Represented Shares
by Certificate(s)* Tendered**
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----------------------------------------------------

----------------------------------------------------
Total Shares
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* Need not be completed by shareholders tendering by book-entry transfer.
** Unless otherwise indicated, the holder will be deemed to have tendered the
full number of Depositary Shares represented by the tendered certificates.
See Instruction 4.

[ ] CHECK HERE IF TENDERED DEPOSITARY SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT A DEPOSITARY INSTITUTION AND
COMPLETE THE FOLLOWING:

Name of Tendering Institution...................................................

Account No ...........................

Transaction Code No. ...........................................................

[ ] CHECK HERE IF TENDERED DEPOSITARY SHARES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:

Name(s) of Tendering Shareholder(s).........................................
Date of Execution of Notice of Guaranteed Delivery .........................

Name of Institution which Guaranteed Delivery ..............................
If delivery is by book-entry transfer:

Name of Tendering Institution ......................................

Account No. ..........................

Transaction Code No. .......................................................
__________________

SOLICITED TENDERS
(SEE INSTRUCTION 11)

Holdings will pay to any Soliciting Dealer, as defined in Instruction 11, a
solicitation fee of $0.50 per Depositary Share validly tendered and accepted for
exchange pursuant to the Offer (as herein defined).
The undersigned represents that the Soliciting Dealer which solicited and
obtained this tender is:

Name of Firm:
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(Please Print)

Name of Individual Broker or Financial Consultant:
-----------------------------

Identification Number (if known):
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Address:
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- - - --------------------------------------------------------------------------------
(Include Zip Code)

The acceptance of compensation by such Soliciting Dealer will constitute a
representation by it that: (i) it has complied with the applicable requirements
of the Securities Exchange Act of 1934 and the applicable rules and regulations
thereunder, in connection with such solicitations; (ii) it is entitled to such
compensation for such solicitation under the terms and conditions of the Offer;
(iii) in soliciting tenders of Depositary Shares, it has used no soliciting
materials other than those furnished by Holdings and the Trust; and (iv) if it
is a foreign broker or dealer not eligible for membership in the National
Association of Securities Dealers, Inc. (the "NASD"), it has agreed to conform
to the NASD's Rules of Fair Practice in making solicitations outside the United
States to the same extent as though it were an NASD member.

SOLICITING DEALERS ARE NOT ENTITLED TO A FEE FOR DEPOSITARY SHARES
BENEFICIALLY OWNED BY SUCH SOLICITING DEALER.

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:

The undersigned hereby tenders to RJR Nabisco Holdings Capital Trust I, a
Delaware statutory business trust (the "Trust"), the above-described Depositary
Shares, pursuant to the offer by the Trust to exchange its ___% Trust Originated
Preferred Securities (the "Preferred Securities") for up to 49,000,000 Series B
Depositary Shares ("Depositary Shares") of RJR Nabisco Holdings Corp.
("Holdings"), upon the terms and subject to the conditions set forth in the
Prospectus, receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which, together with the Prospectus, constitute the "Offer").
Depositary Shares not accepted for exchange because of proration will be
returned.

Subject to and effective upon acceptance for exchange of the Depositary
Shares tendered herewith, the undersigned hereby sells, assigns and transfers to
or upon the order of the Trust all right, title and interest in and to all the
Depositary Shares that are being tendered hereby and appoints the Exchange Agent
the true and lawful agent and attorney-in-fact of the undersigned with respect
to such Depositary Shares, with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to
(a) deliver certificates for such Depositary Shares or transfer ownership of
such Depositary Shares on the account books maintained by a Depository
Institution, together, in any such case, with all accompanying evidences of
transfer and authenticity, to the Exchange Agent for the account of the Trust,
(b) present such Depositary Shares for transfer on the books of Holdings and (c)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Depositary Shares, all in accordance with the terms of the Offer.

The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, exchange, assign and transfer the Depositary
Shares and the underlying Series B Preferred tendered hereby and to acquire
Preferred Securities issuable upon the exchange of such tendered Depositary
Shares and that, when the undersigned's Depositary Shares are accepted for
exchange, the Trust will acquire good and unencumbered title to such shares of
tendered Depositary Shares and the underlying Series B Preferred, free and clear
of all liens, restrictions, charges and encumbrances and not subject to any
adverse claim. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Trust to be necessary or desirable to
complete the exchange, assignment and transfer of tendered Depositary Shares or
transfer ownership of such Depositary Shares.

All authority herein conferred or agreed to be conferred shall survive the
death, bankruptcy or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, legal representatives,
successors, assigns, executors and administrators of the undersigned. Except as
stated in the
Offer, this tender is irrevocable.

The undersigned understands that tenders of Depositary Shares pursuant to any
one of the procedures described in "The Offer--Procedures for Tendering" in the
Prospectus and in the instructions hereto will constitute agreements between the
undersigned and the Trust upon the terms and subject to the conditions of the
Offer.
Unless otherwise indicated under "Special Exchange Instructions", please
cause Preferred Securities to be issued, and return any Depositary Shares not
tendered or not accepted for exchange, in the name(s) of the undersigned (and,
in the case of Depositary Shares tendered by book-entry transfer, by credit to
the account at a Depository Institution). Similarly, unless otherwise indicated
under "Special Delivery Instructions", please mail any certificates for
Depositary Shares not tendered or not accepted for exchange (and accompanying
documents, as appropriate), and any certificates for Depositary Shares, to the
undersigned at the address shown below the undersigned's signature(s). If both
"Special Exchange Instructions" and "Special Delivery Instruction" are
completed, please cause Preferred Securities to be issued, and return any
Depositary Shares not tendered or not accepted for exchange, in the name(s) of,
and deliver any certificates for such Depositary Shares to, the person(s) so
indicated (and in the case of Depositary Shares tendered by book-entry transfer,
by credit to the account at the Depository Institution so indicated). The
undersigned recognizes that the Trust has no obligation, pursuant to the
"Special Exchange Instructions", to transfer any Depositary Shares from the name
of the registered holder(s) thereof if the Trust does not accept for exchange
any of the Depositary Shares so tendered.

SPECIAL DELIVERY INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) (See Instructions 1, 5 and 7)

To be completed ONLY if certificates for To be completed ONLY if
Preferred Securities are to be issued, certificates for Depositary Shares
or beneficial interests in certificates not tendered or not accepted for
representing Preferred Securities are to exchange, or certificates for
be recorded, or certificates for Preferred Securities, are to be
Depositary Shares not tendered or not mailed to someone other than the
accepted for exchange are to be issued, undersigned, or to the undersigned
or beneficial interests in global at an address other than that shown
securities representing Depositary below the undersigned's
Shares not accepted for exchange are to signature(s).
be recorded, in the name of someone
other than the undersigned.

Issue [ ] certificates for Mail [ ] certificates for
Preferred Securities in Depositary Shares
name of: to:

[ ] certificates for [ ] certificates for
Depositary Shares to: Preferred
Securities to:

Name . . . . . . . . . . . . . . . . . Name . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Please Print) (Please Print)

Address . . . . . . . . . . . . . . . . Address . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Zip Code) (Zip Code)

. . . . . . . . . . . . . . . . . . . .
(Taxpayer Identification No.)

SIGN HERE
(Please complete Substitute Form W-9 below)

.........................................

.........................................
Signature(s) of Owner(s)

Dated ................., 1995

Name(s)................................

.........................................
(Please Print)

Capacity (full title)...................

Address................................

.........................................
(Include Zip Code)

Area Code and
Telephone No. .......................

(Must be signed by registered holder(s) exactly as name(s)
appear(s) on certificate(s) for Depositary Shares or on a
security position listing or by person(s) authorized to become
registered holder(s) by certificates and documents transmitted
herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, please
set forth full title and see Instruction 5.)

Guarantee of Signature(s)
(See Instructions 1 and 5)

Authorized
Signature...................................

Name.......................................
Title........................................
Address....................................

Name of Firm..............................

Area Code and
Telephone Number.........................

Dated ........................, 1995

PAYER'S NAME: RJR NABISCO HOLDINGS CAPITAL TRUST I

Names(s) as shown above on certificate(s) for Depositary Shares (if joint
ownership, list first and circle the name of the person or entity whose number
you enter in Part I below).

Address (if holder does not complete, signature in Part III below will
constitute a certification that the address on the reverse hereof is correct).

City, State, and Zip Code

SUBSTITUTE Part I -- Taxpayer Identification No. -- Part II -- For Payee Exempt
FORM W-9 For All Accounts from Backup
Withholding (see
Enter your taxpayer enclosed Guidelines
identification number in
the appropriate box. For
Department of the most individuals and sole
Treasury Internal proprietors, this is your
Revenue Service social security number.
For other entities, it is
your Employer
Identification Number. If
you do not have a number,
see How to Obtain a TIN in Social Security Number
the enclosed Guidelines.

Note: If the account is
in more than one name, see
Payer's Request the chart on page 2 of the
for Taxpayer enclosed Guidelines to
Identification No. determine what number to Employer Identification
enter. Number

Certification -- Under penalties of perjury, I certify that:

(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me), and either
(a) I have mailed or delivered an application to receive a taxpayer
identification number to the appropriate Internal Revenue Service
Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I
do not provide a taxpayer identification number within sixty (60) days,
31% of all reportable payments made to me thereafter will be withheld
until I provide a number;
(2) I am not subject to backup withholding either because (a) I am exempt
from backup withholding, or (b) I have not been notified by the
Internal Revenue Service ("IRS") that I am subject to backup
withholding as a result of a failure to report all interest or
dividends, or (c) the IRS has notified me that I am no longer subject
to backup withholding; and

(3) Any other information provided on this form is true, correct and
complete.

SIGNATURE ..........................................DATE .............., 1995.

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU WITH RESPECT TO THE PREFERRED SECURITIES.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures. No signature guarantee is required on this
-----------------------
Letter of Transmittal (i) if tendered Depositary Shares are registered in the
name(s) of the undersigned and the Preferred Securities to be issued in exchange
therefor are to be issued (and any Depositary Shares not tendered or not
accepted for exchange are to be returned) in the name of the registered
holder(s) (which term, for the purposes described herein, shall include any
participant in a Depository Institution whose name appears on a security listing
as the owner of Depositary Shares) and (ii) such holder(s) have not completed
the instruction entitled "Special Exchange Instructions" or "Special Delivery
Instructions" on this Letter of Transmittal. If the tendered Depositary Shares
are registered in the name(s) of someone other than the undersigned or if the
Preferred Securities to be issued in exchange therefor are to be issued (or
Depositary Shares not tendered or not accepted for exchange are to be returned)
in the name of any other person, such tendered Depositary Shares must be
endorsed or accompanied by written instruments of transfer in form satisfactory
to the Trust and duly executed by the registered holder, and the signature on
the endorsement or instrument of transfer must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) that is a participant in the Security Transfer Agents Medallion Program
or the Stock Exchange Medallion Program (any of the foregoing hereinafter
referred to as an "Eligible Institution"). See Instruction 5.

2. Delivery of Letter of Transmittal and Depositary Shares. This
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Letter of Transmittal is to be completed by holders of Depositary Shares either
if certificates are to be forwarded herewith or, unless an Agent's Message (as
defined in the Prospectus) is utilized, if tenders are to be made pursuant to
the procedure for tender by book-entry transfer set forth under "The
Offer--Procedures for Tendering" and "--Book-Entry Transfer" in the Prospectus.
Certificates for Depositary Shares, or timely confirmation (a "Book-Entry
Confirmation") of a book-entry transfer of such Depositary Shares into the
Exchange Agent's account at a Depository Institution, as well as this Letter of
Transmittal (or a facsimile hereof), properly completed and duly executed, with
any required signature guarantees, or an Agent's Message in the case of a book-
entry delivery, and any other documents required by this Letter of Transmittal,
must be received by the Exchange Agent at one of its addresses set forth herein
prior to the Expiration Date.

If a holder of Depositary Shares desires to participate in the Offer and
time will not permit this Letter of Transmittal or Depositary Shares to reach
the Exchange Agent before the Expiration Date or the procedure for book-entry
transfer cannot be completed on a timely basis, a tender may be effected if the
Exchange Agent has received at one of the addresses set forth herein prior to
the Expiration Date, a letter, telegram or facsimile transmission from an
Eligible Institution setting forth the name and address of the tendering Holder,
the name(s) in which the Depositary Shares are registered and, if the Depositary
Shares are held in certificated form, the certificate numbers of the Depositary
Shares to be tendered, and stating that the tender is being made thereby and
guaranteeing that within five New York Stock Exchange, Inc. ("NYSE") trading
days after the date of execution of such letter, telegram or facsimile
transmission by the Eligible Institution, the Depositary Shares in proper form
for transfer together with a properly completed and duly executed Letter of
Transmittal (and any other required documents), or a confirmation of book-entry
transfer of such Depositary Shares into the Exchange Agent's account at a
Depository Institution, will be delivered by such Eligible Institution. Unless
the Depositary Shares being tendered by the above-described method are deposited
with the Exchange Agent within the time period set forth above (accompanied or
preceded by a properly completed Letter of Transmittal and any other required
documents) or a confirmation of book-entry transfer of such Depositary Shares
into the Exchange Agent's account at a Depository Institution in accordance with
such Depositary Institution's Automated Tender Offer Program ("ATOP") procedures
is received, the Trust may, at its option, reject the tender.

The method of delivery of Depositary Shares and all other required
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documents, including delivery through a Depository Institution, is at the option
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and risk of the tendering shareholder. If certificates for Depositary Shares
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are sent by mail, registered mail with return receipt requested, properly
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insured, is recommended. In all cases, sufficient time should be allowed to
- - - ----------------------------------------------------------------------------
ensure timely delivery.
- - - ----------------------
No alternative, conditional or contingent tenders will be accepted, and
no fractional Depositary Shares will be accepted for exchange. By executing
this Letter of Transmittal (or facsimile hereof), the tendering holder waives
any right to receive any notice of the acceptance of the Depositary Shares for
exchange.
3. Inadequate Space. If the space provided herein is inadequate, the
----------------
certificate numbers and/or the number of Depositary Shares should be listed on a
separate signed schedule attached hereto.

4. Partial Tenders. (Not applicable to Book-Entry Shareholders) If
---------------
fewer than all the Depositary Shares represented by any certificate delivered to
the Exchange Agent are to be tendered, fill in the number of Depositary Shares
which are to be tendered in the box entitled "Number of Shares Tendered". In
such case, a new certificate for the remainder of the Depositary Shares
represented by the old certificate will be sent to the person(s) signing

this Letter of Transmittal, unless otherwise provided in the appropriate box on
this Letter of Transmittal, as promptly as practicable following the Expiration
Date. All Depositary Shares represented by certificates delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.
------------------------------------------------------------------
If this Letter of Transmittal is signed by the registered holder(s) of the
Depositary Shares tendered hereby, the signature(s) must correspond with the
name(s) as written on the face of the certificates without alteration,
enlargement or any change whatsoever.

If any of the Depositary Shares tendered hereby are held of record by
two or more persons, all such persons must sign this Letter of Transmittal.

If any of the Depositary Shares tendered hereby are registered in
different names on different certificates, it will be necessary to complete,
sign and submit as many separate Letters of Transmittal as there are different
registrations of certificates.

If this Letter of Transmittal is signed by the registered holder(s) of
the Depositary Shares tendered hereby, no endorsements of certificates or
separate stock powers are required unless Preferred Securities issued in
exchange therefor are to be issued, or Depositary Shares not tendered or not
exchanged are to be returned, in the name of any person other than the
registered holder(s). Signatures on any such certificates or stock powers must
be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Depositary Shares tendered hereby, certificates must
be endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the certificates
for such Depositary Shares. Signature(s) on any such certificates or stock
powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Trust of the authority of such person so to act must be
submitted.

6. Stock Transfer Taxes. Holdings will pay all stock transfer taxes,
--------------------
if any, applicable to the exchange of any Depositary Shares pursuant to the
Offer. If, however, certificates representing Preferred Securities are to be
delivered to, or Depositary Shares not tendered or accepted for exchange, are to
be issued in the name of, any person other than the registered holder of the
Depositary Shares tendered or if a transfer tax is imposed for any reason other
than the exchange of Depositary Shares pursuant to the Offer, then the amount of
any such transfer taxes (whether imposed on the registered holder or any other
persons) will be payable by the tendering holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted with this Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering holder.

7. Special Exchange and Delivery Instructions. If certificates
------------------------------------------
representing Preferred Securities are to be issued in the name of, or any
Depositary Shares not tendered or not accepted for exchange are to be issued or
to be returned to, a person other than the person(s) signing this Letter of
Transmittal or any certificates for Preferred Securities or certificates for
Depositary Shares not tendered or not accepted for exchange are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to the
person(s) signing this Letter of Transmittal at an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.

8. Substitute Form W-9. Under the federal income tax laws, the Trust
-------------------
may be required to withhold 31% of the amount of any payments made to certain
shareholders with respect to the Preferred Securities. In order to avoid such
backup withholding, each tendering shareholder, and, if applicable, each other
payee, must provide such shareholder's or payee's correct taxpayer
identification number and certify that such shareholder or payee is not subject
to such backup withholding by completing the Substitute Form W-9 set forth
above. In general, if a shareholder or payee is an individual, the taxpayer
identification number is the Social Security number of such individual. If the
Trust is not provided with the correct taxpayer identification numbers, the
shareholder or payee may be subject to a $50 penalty imposed by the Internal
Revenue Service. Certain shareholders or payees (including, among others, all
corporations and certain foreign individual(s) are not subject to these backup
withholding and reporting requirements. In order to satisfy the Trust that a
foreign individual qualifies as an exempt recipient, such shareholder or payee
must submit a statement, signed under penalties of perjury, attesting to that
individual's exempt status. Such statements can be obtained from the
Institutional Trustee. For further information concerning backup withholding
and instructions for completing the Substitute Form W-9 (including how to obtain
a taxpayer identification number if you do not have one and how to complete the
Substitute Form W-9 if Shares are held in more than one name), consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.

9. Waiver of Conditions. The conditions of the Offer may be waived by
--------------------
the Trust from time to time in accordance with, and subject to the limitations
described in, the Prospectus, provided that acceptance of Depositary Shares
validly tendered in the Offer is subject to the condition that as of the
Expiration Date there be
9

at least 400 record or beneficial holders of Preferred Securities to be issued
in exchange of such Depositary Shares, which condition may not be waived.
10. Requests for Assistance or Additional Copies. Requests for
--------------------------------------------
assistance or additional copies of the Prospectus and this Letter of Transmittal
may be obtained from the Trust or the Information Agent at their respective
addresses or telephone numbers set forth below.
11. Solicited Tenders. Holdings will pay to a Soliciting Dealer (as
-----------------
defined herein) a solicitation fee of $0.50 per Depositary Share validly
tendered and accepted for exchange pursuant to the Offer. For purposes of this
Instruction 11, "Soliciting Dealer" includes (i) any broker or dealer in
securities, including the Dealer Manager in its capacity as a dealer or broker,
who is a member of any national securities exchange or of the National
Association of Securities Dealers, Inc. (the "NASD"), (ii) any foreign broker or
dealer not eligible for membership in the NASD who agrees to conform to the
NASD's Rules of Fair Practice in soliciting tenders outside the United States to
the same extent as though it were an NASD member, or (iii) any bank or trust
company, any one of whom has solicited and obtained a tender pursuant to the
Offer. No such fee shall be payable to a Soliciting Dealer in respect of
Depositary Shares registered in the name of such Soliciting Dealer unless such
Depositary Shares are held by such Soliciting Dealer as nominee and such
Depositary Shares are being tendered for the benefit of one or more beneficial
owners identified on the Letter of Transmittal or on the Notice of Solicited
Tenders (included in the materials provided to brokers and dealers). No
solicitation fee shall be payable to a Soliciting Dealer with respect to the
tender of Depositary Shares unless the Letter of Transmittal accompanying such
tender designates such Soliciting Dealer as such in the box captioned "Solicited
Tenders".

If tendered Depositary Shares are being delivered by book-entry transfer
made to an account maintained by the Exchange Agent with a Depository
Institution, the Soliciting Dealer must return a Notice of Solicited Tenders to
the Exchange Agent within five New York Stock Exchange trading days after the
Expiration Date in order to receive a solicitation fee. No solicitation fee
shall be payable to a Soliciting Dealer in respect of Depositary Shares (i)
beneficially owned by such Soliciting Dealer or (ii) registered in the name of
such Soliciting Dealer unless such Depositary Shares are held by such Soliciting
Dealer as nominee and such Depositary Shares are being tendered for the benefit
of one or more beneficial owners identified on the Letter of Transmittal or the
Notice of Solicited Tenders. No solicitation fee shall be payable to the
Soliciting Dealer with respect to the tender of Depositary Shares by the holder
of record, for the benefit of the beneficial owner, unless the beneficial owner
has designated such Soliciting Dealer.

RJR Nabisco Holdings Capital Trust I

c/o RJR Nabisco Holdings Corp.
1301 Avenue of the Americas
New York, New York 10019
(212) 258-5600

The Information Agent for the Offer is:
--------------------------------------
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010

(212) 929-5500 (collect)
or

1-800-322-2885 (Toll Free)

The Dealer Managers for the Offer are:
-------------------------------------

Merrill Lynch & Co.
World Financial Center
North Tower - Seventh Floor
New York, New York 10281
(212) 236-4565 (collect)

Lehman Brothers Morgan Stanley & Co. Incorporated
3 World Financial Center 1221 Avenue of the Americas
New York, New York 10285 New York, New York 10020
(800) 438-3242 (Toll-Free) (800) 422-6464 ext. 6620
(Toll-Free)

PaineWebber Incorporated Smith Barney Inc.
1285 Avenue of the Americas 388 Greenwich Street
New York, New York 10019 New York, New York 10013
(800) 324-0210 (Toll-Free) (212) 723-7599 (collect)

_____________, 1995