Statement of Changes of Beneficial Ownership

FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

VIVIANO JOSEPH P 		2. Issuer Name and Ticker or Trading Symbol

RJ REYNOLDS TOBACCO HOLDINGS INC [ RJR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

401 N. MAIN STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/30/2004
(Street)

WINSTON-SALEM, NC 27102
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   7/30/2004     D (1)    5000   D $0   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (Right-to-Buy)   $32.4375   7/30/2004     D  (2)       6400      (2)   (2) Common Stock   6400     (2) 0   D    
Deferred Stock Units   $0   (3) 7/30/2004     D  (4)       10793.3      (5)   (5) Common Stock   10793.3   $0   0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to the Business Combination Agreement, dated as of October 27, 2003, as amended, between the Issuer and Brown & Williamson Corporation, and the transactions related thereto, in exchange for an equal number of shares of Common Stock of Reynolds American Inc., or RAI, the new publicly held company created in the business combination. The value of such consideration was $70.25 per share, based on the closing price of the Issuer's Common Stock on July 29, 2004.
( 2)  Disposed of in the business combination described in footnote 1 in exchange for an option to acquire an equal number of shares of RAI Common Stock on the same terms.
( 3)  1-for-1.
( 4)  Disposed of pursuant to the business combination described in footnote 1 in exchange for an equal number of Deferred Stock Units of RAI.
( 5)  Deferred Stock Units of the Issuer would have become payable, in cash or Common Stock, at the election of the reporting person, in January 2005 upon the reporting person's termination of service as a director of the Issuer as a result of the business combination described in footnote 1. The reporting person has opted to receive an equal number of RAI Deferred Stock Units at the closing and to receive a cash payment 90 days following the consummation of the business combination.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
VIVIANO JOSEPH P
401 N. MAIN STREET
WINSTON-SALEM, NC 27102 		X



Signatures
McDara P. Falon, III, Attorney-in-Fact 7/30/2004
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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