With his latest bid to acquire

Nabisco Group Holdings

(NGH)

, corporate takeover artist

Carl Icahn

may have moved one step closer to the cookie jar.

Nabisco Group's board sent a letter to Icahn Wednesday acknowledging his bid to buy the entire company for $16 a share, and invited Icahn to bring the bid to its bankers.

That was more amicable than Nabisco Group's flat-out rejection of a bid by Icahn earlier in the week to buy a 30% stake in the company for $13 a share.

"We encourage you to contact our financial advisers," Steven F. Goldstone, Nabisco Group's chairman, said in the letter, referring to

Warburg Dillon Read

and

Morgan Stanley Dean Witter

.

In the letter, Nabisco Group Holdings reiterated its directive to explore a possible sale of the entire Nabisco Group or its 80.6% stake in

Nabisco Holdings

(NA)

, the maker of Oreo cookies and Planters peanuts.

Icahn's new $16-a-share offer, made Tuesday, values the Nabisco Group at about $5.2 billion. That is roughly a 9% premium over Nabisco Group's closing price Wednesday.

Shares of Nabisco Group closed up 1/8, or 0.9% at 14 5/8 while shares of Nabisco Holdings finished down 1 9/16, or 4%, at 37 7/16.

Icahn's letter to Nabisco shareholders Tuesday had described his higher offer as "friendly." But he showed increasing frustration with Nabisco's refusal to accept his offers.

"If you are not willing to go forward with me and do not officially put the company up for sale now, stockholders can only conclude that your press release was simply designed to give them false hopes and prevent your losing a proxy contest," Icahn said of Nabisco's management.

In his letter, Icahn assured Nabisco shareholders that he could obtain enough financing to buy all of Nabisco. "On a friendly basis, there should be no problem in facilitating the acquisition of NGH," the letter said.

This is Icahn's fourth attempt since 1995 to buy Nabisco and follows a proposal on March 13 to take over the company's board. After Icahn made his intentions known, Nabisco adopted a "poison pill," which is aimed at discouraging takeovers by granting current shareholders the right to buy preferred stock if any person gains control of 10% of the company's ownership.

Nabisco Group was formed last June, when

RJR Nabisco Holdings

spun off its tobacco business as

R.J. Reynolds Tobacco Holdings

(RJR)

.