R.J. Reynolds Tobacco Holdings Finalizes Proxy for July 28, 2004, Special Meeting

R.J. Reynolds Tobacco Holdings Finalizes Proxy for July 28, 2004,
Special Meeting 


WINSTON-SALEM, N.C., June 25  /PRNewswire-FirstCall/ -- R.J. Reynolds Tobacco
Holdings, Inc. (NYSE:RJR) announced that the Securities and Exchange Commission
(SEC) today declared effective a registration statement on Form S-4, containing
the proxy statement/prospectus regarding the proposal to combine R.J. Reynolds
Tobacco Co. (RJRT) and the U.S. business of Brown & Williamson Tobacco Corp.
(B&W).  RJR expects to begin mailing the proxy statement/prospectus to its
shareholders on Monday, June 28, 2004.

The special meeting of RJR shareholders will be held on July 28, 2004, with
shareholders of record at the close of business on June 16, 2004, entitled to
vote on the transaction.

The agreement between RJR and B&W's parent company, British American Tobacco
p.l.c. (AMEX:BTI), to combine RJRT and B&W's U.S. business provides for
establishing a new publicly traded holding company called Reynolds American
Inc.  In addition, Reynolds American will pay $400 million in cash to acquire
Lane Limited, which manufactures several cigar, roll-your-own and pipe tobacco
brands and distributes Dunhill tobacco products.

As the company has previously stated, four key steps are necessary to close the
transaction:  clearance by the U.S. Federal Trade Commission (FTC), rulings
from the U.S. Internal Revenue Service (IRS) regarding the tax-free status of
the transaction, clearance by the SEC of the proxy statement/prospectus for RJR
shareholders, and RJR shareholder approval.  The first three steps have now
been completed.

Reynolds Tobacco is the second-largest U.S. cigarette manufacturer and
marketer.  RJRT's key brands include Camel, Salem, Winston and Doral.  Brown &
Williamson is the third-largest domestic cigarette company. B&W's brands
include KOOL, Pall Mall, Lucky Strike and Misty.

Forward-Looking Information

Statements included in this news release which are not historical in nature are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Forward- looking statements
regarding RJR's future performance and financial results include risks and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. These risks include the
substantial and increasing regulation and taxation of the cigarette industry;
various legal actions, proceedings and claims relating to the sale,
distribution, manufacture, development, advertising, marketing and claimed
health effects of cigarettes that are pending or may be instituted against RJR
or its subsidiaries; the substantial payment obligations and limitations on the
advertising and marketing of cigarettes under various litigation settlement
agreements; the continuing decline in volume in the domestic cigarette
industry; competition from other cigarette manufacturers, including increased
promotional activities and the growth of the deep-discount category; the
success or failure of new product innovations and acquisitions; the
responsiveness of both the trade and consumers to new products and marketing
and promotional programs; any potential costs or savings associated with
realigning the cost structure of RJR and its subsidiaries; the ability to
achieve efficiencies in manufacturing and distribution operations without
negatively affecting sales; the cost of tobacco leaf and other raw materials
and commodities used in products; the effect of market conditions on the
performance of pension assets and the return on corporate cash; and the ratings
of RJR securities. In addition, RJR can give no assurance that the proposed
formation of Reynolds American Inc., the combination of RJR Tobacco and the
U.S. assets, liabilities and operations of Brown & Williamson Tobacco
Corporation, and the related transactions, will be consummated, or if
consummated, that any expectations relating thereto will be realized.  Factors
that could affect whether these transactions are consummated include obtaining
the approval of RJR shareholders and the satisfaction or waiver of certain
other conditions.  Due to these uncertainties and risks, undue reliance should
not be placed on these forward-looking statements, which speak only as of the
date of this news release. Except as provided by federal securities laws, RJR
is not required to publicly update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise.

Additional Information and Where To Find It

Reynolds American Inc., the holding company formed in connection with the
proposed business combination, has filed a registration statement on Form S-4
that includes a proxy statement/prospectus and other relevant documents in
connection with the proposed business combination.  The registration statement
has been declared effective, and a final proxy statement/prospectus and other
relevant documents will be mailed to RJR shareholders.  INVESTORS AND SECURITY
HOLDERS OF RJR ARE URGED TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.  Documents filed by RJR
and Reynolds American Inc. with the SEC can be found at the SEC's Web site at
http://www.sec.gov/ .  Free copies of the final prospectus/proxy statement, as
well as RJR's and Reynolds American Inc.'s related filings with the SEC, also
may be obtained from RJR by directing a request to R.J. Reynolds Tobacco
Holdings, Inc. at P.O. Box 2866, Winston-Salem, NC  27102-2866, Attn.: Office
of Investor Relations, or by telephone at [phone] or on RJR's Web site,
http://www.rjrholdings.com/ .

Interests of Participants

RJR, its directors and executive officers and certain other members of
management and employees may be deemed to be participants in the solicitation
of proxies from RJR shareholders in favor of the proposed business combination.
 A description of the interests of the directors and executive officers of RJR
is set forth in the prospectus/proxy statement and the other relevant documents
filed with the SEC.

R.J. Reynolds Tobacco Holdings, Inc. is the parent company of R.J. Reynolds
Tobacco Company and Santa Fe Natural Tobacco Company, Inc.  R.J. Reynolds
Tobacco Company is the second-largest tobacco company in the United States,
manufacturing about one of every five cigarettes sold in the United States. 
Reynolds Tobacco's product line includes four of the nation's 10 best-selling
cigarette brands:  Camel, Winston, Salem and Doral.  Santa Fe Natural Tobacco
Company, Inc. manufactures Natural American Spirit cigarettes and other tobacco
products, and markets them both nationally and internationally.  Copies of
RJR's news releases, annual reports, SEC filings and other financial materials
are available on the company's Web site, http://www.rjrholdings.com/ . 

DATASOURCE: R.J. Reynolds Tobacco Holdings, Inc.



CONTACT:  Jan Smith, [phone], or cell, [phone], or Maura

Payne, [phone], or cell, [phone], both of R.J. Reynolds

Tobacco Holdings, Inc.



Web site:  http://www.rjrholdings.com/ 

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