EXHIBIT 4.2
 
                      R.J. REYNOLDS TOBACCO HOLDINGS, INC.
                                     BY-LAWS
 
                As Amended and Restated Effective April 25, 2001
 
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                                    ARTICLE 1
                            Meetings of Stockholders
 
     Section 1.01. Place of Meetings. Meetings of stockholders of the
Corporation shall be held at such place either within or without the State of
Delaware as the Corporation's Board of Directors (the "Board") may determine.
 
     Section 1.02. Annual and Special Meetings. Annual meetings of stockholders
shall be held, at a place, if any, date and hour, fixed by the Board to elect
directors to the Board and to transact such other business as may properly come
before the meeting. Special meetings of stockholders may be called by the
persons permitted to call such meetings by the Corporation's Certificate of
Incorporation.
 
     Section 1.03. Notice. Except as otherwise provided by law or by the
Certificate of Incorporation, written notice shall be given to each stockholder
entitled to vote at such meeting at least 10 and nor more than 60 days before
the date of each meeting of stockholders, such notice to include the place, if
any, date and hour of the meeting, the means of remote communications, if any,
by which stockholders and proxy holders may be deemed to be present in person
and vote at such meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called.
 
     Section 1.04. Quorum; Adjournment. At any meeting of stockholders, the
holders of record of a majority of the Corporation's stock issued and
outstanding and entitled to vote, present in person or represented by proxy,
shall constitute a quorum for the transaction of business, except as otherwise
provided by law or by the Certificate of Incorporation. In the absence of a
quorum or for any other reason, any officer entitled to preside at or to act as
secretary of the meeting shall have power to adjourn the meeting from time to
time. If the adjournment is for more than 30 days, or if a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting. At any such
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting originally called.
 
     Section 1.05. Conduct of Meeting and Order of Business. The Chairman or, at
the Chairman's request or in the absence of the Chairman, the Chief Executive
Officer, or, in the absence of the Chairman and the Chief Executive Officer,
such person as shall be selected by the Board, shall act as chairman at all
meeting of stockholders. The Secretary of the Corporation or, in his or her
absence, an Assistant Secretary shall act as secretary at all meetings of
stockholders. The chairman of the meeting shall have the right and authority to
determine and maintain the rules, regulations and procedures for the proper
conduct of the meeting, including but not limited to restricting entry to the
meetings after it has commenced, maintaining order and the safety of those in
attendance, opening and closing the polls for voting, dismissing business not
properly submitted, and limiting time allowed for discussion of the business of
the meeting.
 
     Business to be conducted at annual meetings of stockholders shall be
limited to that properly submitted to the meeting either by or at the direction
of the Board or by any stockholder of the Corporation who shall be entitled to
vote at such meeting and who complies with the notice requirements set forth in
Section 1.06. If the chairman of the meeting shall determine that any business
was not properly submitted in accordance with the terms of Section
 
 
 
 
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1.06, he or she shall so declare to the meeting and the business that was not
properly submitted shall not be transacted at that meeting.
 
     Section 1.06. Advance Notice of Stockholder Proposals. In addition to any
other applicable requirements, in order to properly submit any business to an
annual meeting of stockholders, a stockholder must give timely notice in writing
to the Secretary of the Corporation. To be timely, such notice must be delivered
either in person or by United States certified mail, postage prepaid, and
received prior to the close of business at the principal executive offices of
the Corporation (a) not less than 120 days nor more than 150 days (unless, in
either case, such day is not a business day in which case the immediately
preceding business day) before the first anniversary of the date of the
Corporation's proxy statement released to stockholders in connection with the
last annual meeting of stockholders (provided, however, that, for the 2002
annual meeting of stockholders, such dates shall be as described in the
Corporation's proxy statement released to stockholders prior to the effective
date of these amended and restated By-Laws) or (b) if no annual meeting was
held in the previous year or the date of the applicable annual meeting has been
changed by more than 30 days from the date contemplated at the time of the
previous year's proxy statement, not later than the close of business on the
later of the tenth calendar day following the day on which the first public
announcement of the date of the annual meeting was made and the date that is 60
days before the date of the applicable annual meeting. In no event shall the
public announcement of a postponement or adjournment of an annual meeting
commence a new time period for the giving of a stockholder's notice as described
above.
 
     Nomination of persons for election to the Board may be made by the Board or
any committee designated by the Board or by any stockholder entitled to vote for
the election of directors at the applicable meeting of stockholders. However,
nominations other than those made by the Board or its designated committee must
be made in accordance with the procedures for submitting business at an annual
meeting of the stockholders as set forth in this Section 1.06, and no person
shall be eligible to serve as a director unless such procedures have been
followed.
 
     A stockholder may nominate a person or persons for election to the Board
only if written notice of such stockholder's intent to make such nomination is
given to the Secretary of the Corporation in accordance with the procedures set
forth above. In addition to the timeliness requirements set forth above for
notice to the Corporation by a stockholder of business to be submitted at an
annual meeting of stockholders, with respect to any special meetings of
stockholders called for the election of directors, written notice must be
delivered in the manner specified above and not later than the close of business
on the seventh day following the date of the first public announcement of the
date of such meeting.
 
     A stockholder's notice to submit business to an annual meeting of
stockholders shall set forth (a) the name and address of the stockholder, (b)
the class and number of shares of stock beneficially owned by such stockholder,
(c) the name in which such shares are registered on the stock transfer books of
the Corporation, (d) a representation that the stockholder intends to appear at
the meeting in person or by proxy to submit the business specified in such
notice, (e) any material interest of the stockholder in the business to be
submitted and (f) a brief description of the business desired to be submitted to
the annual meeting, including the complete text of any resolutions to be
presented at the annual meeting, and the reasons for conducting such business at
the annual meeting. In addition, the stockholder making such proposal shall
promptly provide any other information reasonably requested by the Corporation.
 
     In addition to the information required above to be given by a stockholder
who intends to submit business to a meeting of stockholders, if the business to
be submitted is the nomination of a person or persons for election to the Board
then such stockholder's notice must also set forth, as to each person whom the
stockholder proposes to nominate for election as a director, (a) the name, age,
business address and, if known, residence address of such person, (b) the
principal occupation or employment of such person, (c) the class and number of
shares of stock of the Corporation which are beneficially owned by such person,
(d) any other information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors or is otherwise
required by the rules and regulations of the Securities and Exchange Commission
promulgated under the Securities Exchange Act of 1934, as amended, (e) the
written consent of such person to be named in the proxy statement as a nominee
and to serve as a director if elected and (f) a description of all arrangements
or understandings between such stockholder
 
 
 
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and each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by such
stockholder.
 
     Any person nominated for election as a director by the Board or any
committee designated by the Board shall, upon the request of the Board or such
committee, furnish to the Secretary of the Corporation all such information
pertaining to such person that is required to be set forth in a stockholder's
notice of nomination.
 
     In addition to the foregoing provision of this Section 1.06, a stockholder
who seeks to have any proposal included in the Corporation's proxy statement
shall comply with the requirements of Regulation 14A under the Securities
Exchange Act of 1934, as amended.
 
     For purposes of this Section 1.06, "public announcement" means announcement
in a press release reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document filed by the Corporation with
the Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended.
 
     1.07 Voting. If a quorom exists, in all actions of stockholders other than
the election of directors or as otherwise required by law, the Certificate of
Incorporation or these By-laws, the affirmative vote of a majority of the voting
power present in person or represented by proxy at the meeting and entitled to
vote on the subject matter shall be the act of the stockholders. Where a
separate vote by a class or series or classes or series is required, the
affirmative vote of a majority of the voting power of such class or series
present in person or represented by proxy at the meeting and entitled to vote on
the subject matter shall be the act of such class or series or classes or
series.
 
     If a quorom exists, directors shall be elected by a plurality of the votes
cast by the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors.
 
     A stockholder may authorize another person or persons to act for such
stockholder as proxy; provided, however, that no stockholder may designate more
than four persons to act on his or her behalf at a meeting of stockholders. Such
authorization may be granted by any valid means set forth in the Delaware
General Corporation Law, as amended from time to time. A proxy shall be
submitted to the secretary of the meeting at or prior to the time designated by
the chairman of the meeting.
 
     Section 1.08. Inspectors of Election. Prior to any meeting of stockholders,
the Board shall appoint one or more inspectors to act at the meeting and make a
written report thereof in accordance with the Delaware General Corporation Law.
The Board may designate one or more persons as alternate inspectors to replace
any inspector who fails to act. Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath to execute
faithfully the duties of inspector with strict impartiality and according to the
best of his or her ability. If any inspector previously appointed shall fail to
attend or refuse or be unable to serve, a substitute shall be appointed by the
presiding officer.
 
                                    ARTICLE 2
                                    Directors
 
     Section 2.01. Meetings. Regular meetings of the Board shall be held at such
times and places as may from time to time be fixed by the Board or as may be
specified in a notice of meeting. Special meetings of the Board may be held at
any time upon the call of the Chairman or the Chief Executive Officers and shall
be called by the Chairman, the Chief Executive Officer or the Secretary if
directed by the Board. A meeting of the Board may be held without notice
immediately after the annual meeting of stockholders. No notice shall be
required for any regular meeting of the Board. Notice of the day, hour and place
of holding of each special meeting shall be given by delivering the same at
least two days before the date of the meeting or by causing the same to be
transmitted by telecopy or telegraph, or delivered personally or by telephone,
at least one day before the meeting to each director.
 
 
 
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     Section 2.02. Quorum. Except as otherwise provided in the Certificate of
Incorporation, a majority of the total number of directors shall constitute a
quorum for the transaction of business. If a quorum is not present at any
meeting of the Board, the directors present may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until such a quorum
is present.
 
     Section 2.03. Executive Committee. The Board, by resolution adopted by a
majority of the entire Board, may appoint from among its members an Executive
Committee consisting of the Chief Executive Officer, if such officer is a member
of the Board, or the Chairman, if the Chief Executive Officer is not a member of
the Board, and at least two other directors. Meetings of the Executive Committee
shall be held without notice at such dates, times and places as shall be
determined by the Executive Committee. The Executive Committee shall have and
may exercise all the powers and authority of the Board in the management of the
business and affairs of the Corporation that are permitted by law to be
exercised by a committee of the Board, including the power to declare dividends,
to authorize the issuance of stock and to adopt a certificate of ownership and
merger of a parent corporation and its subsidiary or subsidiaries; provided,
however, that the Executive Committee shall not have the power or authority of
the Board in reference to amending the Certificate of Incorporation or amending
or taking any other action with respect to any stockholder rights plan, adopting
an agreement of merger or consolidation with respect to the Corporation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
amending the By-Laws of the Corporation or adopting a certificate of ownership
and merger of the Corporation (other than a certificate of ownership and merger
of a parent corporation and its subsidiary or subsidiaries). A majority of the
members of the executive Committee shall constitute a quorum. Minutes shall be
kept of the proceedings of the Executive Committee, which shall be reported at
meetings of the Board. The Executive Committee may, to the extent authorized in
the resolution or resolutions providing for the issuance of shares of stock
adopted by the Board of the Corporation, fix any of the preferences or rights of
such shares relating to dividends, redemption, dissolution, any distribution of
assets of the Corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation or fix the number of shares
of any series of stock or authorize the increase or decrease of the shares of
any series.
 
     Section 2.04. Other Committees of Directors. The Board may, by resolution
adopted by a majority of the Board, designate one or more other committees to
have and exercise such power and authority as the Board shall specify. In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he, she or they constitute a quorum, may unanimously appoint another director to
act at the meeting in place of any such absent or disqualified member.
 
                                    ARTICLE 3
                                    Officers
 
           Section 3.01. Description and Terms. The officers of the Corporation
shall be the Chairman, the Chief Executive Officer, the President, a Treasurer,
a Secretary, who shall have the duty, among other things, to record the
proceedings of the meetings of stockholders and directors in a book kept for
that purpose, and such other additional officers with such titles as the Board
shall determine, all of whom shall be chosen by and serve at the pleasure of the
Board; provided that the Chief Executive Officer may appoint Senior Vice
Presidents, Vice Presidents or Assistant Officers at his or her discretion.
Subject to such limitations as may be imposed by the Board, the Chief Executive
Officer shall have full executive power and authority with respect to the
Corporation. The President, if separate from the Chief Executive Officer, shall
have such powers and authority as the Chief Executive Officer may determine. If
the Chief Executive Officer is absent or incapacitated, the Executive Committee
shall determine the person who shall have all the power and authority of the
Chief Executive Officer. Other officers shall have the usual powers and shall
perform all the usual duties incident to their respective offices. All officers
shall be subject to the supervision and direction of the Board. The authority,
duties or responsibilities of any officer of the Corporation may be suspended by
the Chief Executive Officer with or without cause. Any officer may be removed by
the Board with or without cause. Subject to such limitations as the board may
provide, each officer may further delegate to
 
 
 
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any other officer or any employee or agent of the Corporation such portions of
his or her authority as the officer shall deem appropriate, subject to such
limitations as the officer shall specify, and may revoke such authority at any
time.
 
     Section 3.02. Stockholder Consents and Proxies. The Chairman, the Chief
Executive Office, each Vice Chairman, the President, the Secretary and the
Treasurer, or any one of them, shall have the power and authority on behalf of
the Corporation to execute any stockholders' consents or proxies and to attend
and act and vote in person or by proxy at any meetings of stockholders of any
corporation in which the Corporation may own stock, and at any such meetings
shall possess and may exercise any and all of the rights and powers incident to
the ownership of such stock which as the owner thereof of the Corporation might
have possessed and executed if present. The Board by resolution from time to
time may confer like powers upon any officer.
 
                                    ARTICLE 4
                               General Provisions
 
     Section 4.01. Notices. Whenever any statute, the Certificate of
Incorporation or these By-Laws require notice to be given to any director or
stockholder, such notice is to be given in writing by mail, addressed to such
director or stockholder at his or her address as it appears on the records of
the Corporation, with postage thereon prepaid. Such notice shall be deemed to
have been given when it is deposited in the United States mail. Notice to
directors may also be given by telegram or facsimile transmission or be
delivered personally or by telephone.
 
     Section 4.02. Fiscal Year. The fiscal year of the Corporation shall be
fixed by the Board.
 
     Section 4.03. Certificates of Stock. Any certificates which represent
shares of the Corporation shall be signed by the Chairman or the Chief Executive
Officer and by the Secretary or an Assistant Secretary. Any and all signatures
on any such certificates, including signature of officers, transfer agents and
registrars, may be facsimile.