TOKYO, Dec 17 (Reuters) - Japanese IT firm Fuji Soft

has reaffirmed its support for the second stage of a

tender offer buyout from U.S. private equity firm KKR

and came out against a higher offer from rival Bain Capital, it

said in a statement on Tuesday.

KKR now owns about 34% of Fuji Soft after the first stage of

its two-part tender offer, mainly through shares tendered by

activist shareholders 3D Investment Partners and Farallon

Capital Management at 8,800 yen ($57.18) apiece.

Last month, KKR raised its offer price for Fuji Soft to

9,451 yen - 1 yen above Bain's earlier bid - only to have Bain

again increase its offer to 9,600 yen last week.

Bain has said it would begin its tender offer only with the

approval of Fuji Soft's board.

Fuji Soft said Bain could not take the company private

through a squeeze-out due to KKR owning more than a third of the

company's shares, which therefore risked a deadlock if Bain's

tender were to go ahead.

($1 = 153.9000 yen)