SCHEDULE 14A

                    Proxy Statement Pursuant to Section 14(a)
            of the Securities Exchange Act of 1934 (Amendment No. 2)


Filed by the Registrant    [ ]

Filed by a Party other than the Registrant    [x]

Check the appropriate box:

[  ]     Preliminary Proxy Statement

[  ]     Confidential, for Use of the Commission Only (as permitted by Rule 1
         4a-6(e)(2))
[  ]     Definitive Proxy Statement
[  ]     Definitive Additional Materials

[x ]     Soliciting Material Pursuant toss. 240.14a-12


                          Nabisco Group Holdings Corp.
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                (Name of Registrant as Specified In Its Charter)

Carl C. Icahn, Barberry Corp., High River Limited Partnership,  Icahn & Co.,
Inc. and Riverdale,LLC

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(Name of  Person(s)  Filing  Proxy  Statement,  if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[x]  No fee required.

[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

    1)       Title of each class of securities to which transaction applies:

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    2)       Aggregate number of securities to which transaction applies:

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    3)       Per unit price or other  underlying  value of  transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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    4)       Proposed maximum aggregate value of transaction:

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    5)       Total fee paid:

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[  ]     Fee paid previously with preliminary materials.

[  ]     Check box if any part of the fee is offset as provided by Exchange  Act
Rule 0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was
paid previously.  Identify the previous filing by registration  statement
number, or the Form or Schedule and the date of its filing.

1)       Amount Previously Paid:

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2)       Form, Schedule or Registration Statement No.:

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3)       Filing Party:

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4)       Date Filed:

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                              FOR IMMEDIATE RELEASE

                     Icahn To Participate in Bidding Process

                       Conducted By Nabisco Group Holdings

             Confidentiality Agreement Signed; Diligence to Commence

New York,  New York.  April 10, 2000.  Carl C. Icahn  announced  today that High
River  Limited  Partnership,  an  affiliate  of Mr.  Icahn,  has entered  into a
confidentiality  agreement with Nabisco Group Holdings Corp.  (NYSE:  NGH). As a
result,  Mr. Icahn and his affiliates  will  participate in the bidding  process
being  coordinated  by Morgan  Stanley and Warburg  Dillon Reed.  The  agreement
allows  Mr.  Icahn  to seek  "strategic"  partners  to join in his bid  with the
consent of NGH, which is not to be unreasonably withheld. However, the agreement
in no way  restricts  Mr. Icahn from  bringing  lending  institutions  and other
sources of capital  into the  project.  In this  regard,  Mr. Icahn has selected
Industrial Bank of Japan (IBJ) to commence the due diligence  process as soon as
possible and he expects to involve other "financial" partners as well.

Under the terms of the agreement  with NGH, Mr. Icahn and his affiliates are not
permitted to solicit proxies from NGH  stockholders,  or to purchase  additional
NGH shares,  until the earlier of July 15, 2000 or the time that NGH enters into
an agreement  with another  purchaser.  As a result,  Mr. Icahn will not proceed
with the proposed proxy solicitation or tender offer previously announced.

Mr. Icahn is currently the largest non-institutional stockholder of NGH, with
over 31 million shares.



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   In light of the provisions of the agreement  referred to above, Mr. Icahn and
   his  affiliates   currently  do  not  intend  to  commence   either  a  proxy
   solicitation for the NGH 2000 annual  stockholders  meeting or a tender offer
   relating to shares of Nabisco  Group  Holdings.  However,  if, at some future
   date,  a  proxy  solicitation  for any  meeting  and/or  a  tender  offer  is
   commenced,  then  they  will  file a proxy  statement  and/or a tender  offer
   statement with the Securities and Exchange Commission. Those statements would
   contain  important  information  and  should  be  read by  security  holders.
   Security  holders would be able to obtain at no charge those  statements  and
   other  documents  when they become  available on the  Securities and Exchange
   commission's website at http://www.sec.gov. In addition, any definitive proxy
   statement,  form of proxy, offer to purchase, letter of transmittal or notice
   of guaranteed delivery, would be mailed to stockholders.

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Contact:  Susan Gordon: (212) 702-4309 or Karen Kavanagh: (212) 702-4310