<PAGE>
 
        As filed with the Securities and Exchange Commission on August 25, 1997
                                                    Registration No. 333 - 4520

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                ________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                ________________

                               RACI HOLDING, INC.
             (Exact name of registrant as specified in its charter)

                  DELAWARE                           51-0350929
            (State or other jurisdiction of          (I.R.S. Employer
            incorporation or organization)         Identification No.)


                              870 REMINGTON DRIVE
                                  P.O. BOX 700
                      MADISON, NORTH CAROLINA  27025-0700
                    (Address of Principal Executive Offices
                              including Zip Code)

                RACI HOLDING, INC. DIRECTOR STOCK PURCHASE PLAN
                            (Full title of the Plan)

                                 MARK A. LITTLE
                    VICE PRESIDENT, CHIEF FINANCIAL OFFICER
                                 AND CONTROLLER
                          REMINGTON ARMS COMPANY, INC.
                              870 REMINGTON DRIVE
                                  P.O. BOX 700
                      MADISON, NORTH CAROLINA  27025-0700
                                 (910) 548-8831
           (Name, address and telephone number of agent for service)
<PAGE>
 
                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                       Title of securities                      Proposed              Proposed maximum       
                                to             Amount to be     maximum offering      aggregate offering       Amount of      
     Plan Name            be registered         registered      price per unit              price            registration fee  
------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                     <C>              <C>                   <C>                     <C>
RACI Holding, Inc.        Class A Common          12,500(1)          $100.00(2)           $1,250,000(2)            $378.79
Director Stock            Stock, par value
Purchase Plan             $.01 per share
(the "Stock
Purchase Plan")
------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                        

(1)  Consists of shares of Class A Common Stock to be issued pursuant to the
     Stock Purchase Plan.  Such indeterminable number of additional shares as
     may be issuable pursuant to the operation of the recapitalization
     provisions of the Plan are hereby also registered.

(2)  Determined pursuant to Rule 457(h) solely for the purpose of calculating
     the registration fee.
<PAGE>
 
Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     Incorporated by reference in this Registration Statement are the following
documents heretofore filed by RACI Holding, Inc., a Delaware corporation,
("Holding") and its wholly-owned subsidiary Remington Arms Company, Inc., a
Delaware corporation formerly known as RACI Acquisition Corporation ("Remington"
and together with Holding, the "Company"), with the Securities and Exchange Com
mission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the
"Exchange Act"):

          (a) The latest prospectus filed in connection with the exchange offer
              by Remington of Senior Subordinated Notes and Holding's Guarantee
              thereof, forming a part of their Registration Statement on Form S-
              4, as amended, Registration No. 333-4520-01, 333-4520 (the "Form
              S-4"), pursuant to Section 10 of the Securities Act and Rule
              424(b)(3) thereunder; and

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
              Exchange Act since the end of the Company's 1996 fiscal year.
        
          All documents subsequently filed by Holding pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of the post-
effective amendment that indicates that all securities offered hereby have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the dates of filing of such documents.


Item 4.   DESCRIPTION OF SECURITIES

          The following description of the Class A Common Stock of Holding, par
value $.01 per share (the "Class A Common Stock"), does not purport to be
complete and is qualified in its entirety by reference to applicable Delaware
law and to the provisions of Holding's Certificate of Incorporation and By-laws
and the Registration and Participation Agreement, dated as of November 30, 1993,
among Holding and The Clayton & Dubilier Private Equity Fund IV Limited
Partnership (the "Registration and Participation Agreement") and the director
stock subscription agreements (the "Stock Subscription Agreements") to be
entered into by and between Holding and each of the participants (the "Director
Investors") in the Stock Purchase Plan, in connection with the purchase of the
shares of Class A Common Stock being registered hereby. Copies
<PAGE>
 
of the Certificate of Incorporation and the By-laws have been filed as
exhibits hereto. Copies of the Registration and Participation Agreement and the
form of the Stock Subscription Agreement are filed as exhibits hereto.

          Holding's authorized capital stock consists of 1,250,000 shares of
Class A Common Stock and 1,250,000 shares of Class B Common Stock, par value
$.01 per share (the "Class B Common Stock" and, together with the Class A Common
Stock, the "Common Stock"), which are identical to the Class A Common Stock
except as to voting and conversion rights.

     Voting Rights

          Each holder of shares of Class A Common Stock is entitled to one vote
per share on all matters to be voted on by stockholders.  Holders of Class A
Common Stock are not entitled to cumulative votes in the election of directors.
Any director may be removed at any time, either for or without cause, upon the
affirmative vote of the holders of a majority of the outstanding shares of Class
A Common Stock.

     Dividend Rights

          The holders of Class A Common Stock are entitled to dividends and
other distributions if, as and when declared by the Board of Directors of
Holding out of assets legally available therefor, subject to restrictions set
forth in the financing agreements of Holding and its subsidiaries and
restrictions, if any, imposed by other indebtedness outstanding from time to
time.  The holders of Class A Common Stock and Class B Common Stock are entitled
to equivalent per share dividends and distributions.

     Other Rights

          Upon the liquidation, dissolution or winding up of Holding, the
holders of shares of Class A Common Stock will be entitled to share pro rata (on
an equal basis with the holders of the Class B Common Stock) in the distribution
of all of Holding's assets remaining available for distribution after
satisfaction of all its liabilities.  Except pursuant to the terms of the
Registration and Participation Agreement, the holders of Common Stock have no
preemptive or other subscription rights to purchase shares of Holding, nor are
they entitled to the benefits of any sinking fund provisions.  No share of
Common Stock issued in connection with or outstanding prior to the date of this
offering is subject to any further call or assessment.

                                       2
<PAGE>
 
          The Registration and Participation Agreement gives certain holders of
Common Stock, including any holder of the Class A Common Stock being registered
hereby that is an accredited investor (as defined in Rule 501 of Regulation D
under the Securities Act), a right to purchase, under certain circumstances,
additional shares of Common Stock if additional shares are proposed to be issued
to the C&D Fund IV or any "affiliate" (as defined therein) of C&D Fund IV, on
the same terms and conditions as such issuance, such that such holder would have
the opportunity to hold the same percentage of shares of the Company's capital
stock (on a fully diluted basis) after giving effect to such issuance, as such
holder held immediately prior thereto.

     Exchange Rights

          Each record holder of Class A Common Stock is entitled to exchange any
or all of the shares of such holder's Class A Common Stock for the same number
of shares of Class B Common Stock, provided that no holder of Class A Common
                                   --------                                 
Stock is entitled to exchange any share or shares of Class A Common Stock unless
such holder or its affiliates would otherwise directly or indirectly own,
control or have power to vote a greater quantity of securities of any kind
issued by Holding than such holder and its affiliates are permitted to own,
control or have power to vote under any law, regulation, order, rule or other
requirement of any governmental authority at any time applicable to such holder
and its affiliates if such shares were not exchanged.

          There are no shares of Class B Common Stock outstanding.  Under
Holding's certificate of incorporation, however, each holder of record of Class
B Common Stock will be entitled to convert any or all of such shares into the
same number of shares of Class A Common Stock, provided that such conversion
                                               --------                     
would not result in such holder and its affiliates, directly or indirectly,
owning, controlling or having the power to vote a greater quantity of securities
of any kind issued by Holding than such holder and its affiliates are permitted
to own, control or have the power to vote under applicable laws, rules,
regulations, orders or other requirement of any governmental authority at any
time applicable to such holders and its affiliates.

     Transfer Agent and Registrar

          Holding shall initially serve as the transfer agent and registrar for
the shares of Common Stock.

                                       3
<PAGE>
 
     Transfer Restrictions

          The shares of Class A Common Stock being registered hereunder will not
be transferable prior to an initial public offering of the Class A Common Stock
led by one or more underwriters (a "Public Offering") except pursuant to the
terms of the Stock Subscription Agreements and the Registration and
Participation Agreement.

          Pursuant to the Stock Subscription Agreements, Holding and C&D Fund IV
will have successive rights of first refusal in the event that, prior to a
Public Offering, a holder of any of the shares of Class A Common Stock being
registered hereby proposes to transfer any such shares to any person.

          The Registration and Participation Agreement entitles holders of
"registrable securities" (as defined therein and including, for this purpose,
the shares of Class A Common Stock being registered hereby) to participate
proportionately in certain "qualifying sales" of Common Stock by C&D Fund IV.
Subject to certain qualifications, "qualifying sales" are generally sales of
Common Stock to a third party in a private transaction.

          The Registration and Participation Agreement also provides that, in
the event Holding files a registration statement under the Securities Act with
respect to a public offering, the parties thereto and the other beneficiaries
thereof, including the holders of the shares of Class A Common Stock being
registered hereby, will not effect any public sale (including a sale under Rule
144 of the Securities Act) or distribution of any shares of Common Stock (other
than as part of such public offering) during the 20 days prior to and the 180
days after the effective date of such registration statement.

          All of the currently outstanding Common Stock is bound by and entitled
to the benefits of the Registration and Participation Agreement.  The
Registration and Participation Agreement may be amended or waived with the
written consent of the holder or holders of at least a majority of the shares of
"registrable securities" (as defined therein and including, for this purpose,
the shares of Class A Common Stock being registered hereby).

     Take-Along Rights

          The Stock Subscription Agreement provides that so long as the C&D Fund
IV holds a number of shares of the Common Stock equal to at least one-third of
the Common Stock originally purchased by the C&D Fund IV at the closing of the
acquisition by Remington of substantially all of the assets and business of
Sporting Goods Properties, Inc. ("Sporting Goods"), and certain related assets
of Sporting

                                       4
<PAGE>
 
Goods' parent E.I. du Pont de Nemours and Company, if the C&D Fund IV elects to
sell all of its shares of Common Stock to a third party, the Director Investors
will be obligated to sell all of their shares to the third party.  The Director
Investors will be required to sell their Shares on the same terms and at the
same price as the C&D Fund IV.


Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          The validity of the shares of Class A Common Stock will be passed upon
for Holding by Debevoise & Plimpton, 875 Third Avenue, New York, New York 10022.
Debevoise & Plimpton also acts and may hereafter act as counsel to Holding and
its affiliates and as counsel to Clayton, Dubilier and Rice, Inc. ("CD&R"), a
Delaware corporation and private investment firm that manages C&D Fund IV, the
sole stockholder of Holding, and affiliates of CD&R and C&D Fund IV.  Franci J.
Blassberg, Esq., a member of Debevoise & Plimpton, is married to Joseph L. Rice,
III, who is a general partner of Fund IV and a director of Holding.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") empowers a Delaware corporation to indemnify any persons who are,
or are threatened to be made, parties to any threatened, pending or completed
legal action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise.  The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided that
such officer, director, employee or agent acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the corporation's best inter
ests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal.  A Delaware corporation may indemnify officers, directors
and employees in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer, director, employee or agent is adjudged to be liable to
the corporation in the performance of his duty. Where an officer, director or
employee is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.

                                       5
<PAGE>
 
          Article VI of Holding's By-Laws provides for indemnification by
Holding of its directors, officers and employees to the full extent permitted by
the DGCL.  Pursuant to Section 145 of the DGCL, Holding has purchased insurance
on behalf of its present and former directors, officers and employees against
any liability asserted against or incurred by them in such capacity or arising
out of their status as such.

          Holding and Remington (the "Indemnifying Parties") have entered into
an Indemnification Agreement with CD&R and C&D Fund IV (together with any other
investment vehicle managed by CD&R, the "C&D Fund").  Under the Indemnification
Agreement, the Indemnitees are CD&R, the C&D Fund, Clayton & Dubilier Associates
IV Limited Partnership and their respective directors, officers, partners,
employees, agents, advisors, representatives and controlling persons  (within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"))
and each other person who is or becomes a director or an officer of Holding or
Remington.

          Pursuant to the Indemnification Agreement, the Indemnifying Parties
have agreed to indemnify the Indemnitees (i) from and against all Obligations
                                          -                                  
(defined as "collectively, any and all claims, obligations, liabilities, causes
of actions, actions, suits, proceedings, investigations, judgments, decrees,
losses, damages, fees, costs and expenses (including without limitation
interest, penalties and fees and disbursements of attorneys, accountants,
investment bankers and other professional advisors)), whether incurred with
respect to third parties or otherwise, in any way resulting from, arising out of
or in connection with, based upon or relating to (A) the Securities Act, the
                                                  -                         
Exchange Act, or any other applicable securities or other laws, in connection
with any offering of securities by Holding or Remington, any Related Document
(defined as "any agreement, certificate, instrument or other document to which
Holding or Remington may be a party or by which it or any of its properties or
assets may be bound or affected from time to time relating in any way to any
offering of securities by Remington or Holding or any of the transactions
contemplated thereby, including without limitation, in each case as the same may
be amended, modified, waived or supplemented from time to time") or any of the
transactions contemplated thereby, (B); any other action or failure to act of
                                    -                                        
Holding, the Company, or any of their predecessors, whether such action or
failure has occurred or is yet to occur or (C) except in cases of gross
                                            -                          
negligence or intentional misconduct by CD&R, the performance by CD&R of
management consulting, monitoring, financial advisory or other services for
Holding or the Company; and (ii) to the fullest extent permitted by Delaware
                             --                                             
law, from and against any and all Obligations in any way resulting from, arising
out of or in connection with, based upon or relating to (A) the fact that such
                                                         -                    
Indemnitee is or was a director or an officer of Remington or Holding, as the
case may be, or is or was serving at the request of such corporation as a
director, officer,

                                       6
<PAGE>
 
employee or agent of or advisor or consultant to another corporation,
partnership, joint venture, trust or other enterprise or (B) any breach or
                                                          -               
alleged breach by such Indemnitee of his or her fiduciary duty as a director or
an officer of Holding or Remington, as the case may be.

          In addition, the Indemnifying Parties have agreed to indemnify, defend
and hold harmless each Indemnitee from and against any and all Obligations
resulting from, arising out of or in connection with, based upon or relating to
liabilities under the Securities Act, the Exchange Act or any other applicable
securities or other laws, rules or regulations in connection with (i) the
                                                                   -     
inaccuracy or breach of or default under any representation, warranty, covenant
or agreement in any Related Document, (ii) any untrue statement or alleged
                                       --                                 
untrue statement of a material fact contained in any Related Document or (iii)
                                                                          --- 
any omission or alleged omission to state in any Related Document a material
fact required to be stated therein or necessary to make the statements therein
not misleading.  Notwithstanding the foregoing, neither Remington or Holding is
obligated to defend such Indemnitee from and against any such Obligation to the
extent that such Obligation arises out of or is based upon an untrue statement
or omission made in such Related Document in reliance upon and in conformity
with written information furnished to Remington or Holding, as the case may be,
in an instrument duly executed by such Indemnitee and specifically stating that
it is for use in the preparation of such Related Document.


Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.


Item 8.   EXHIBITS

          An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on pages 12 through 14.

                                       7
<PAGE>
 
Item 9. UNDERTAKINGS

        (a)  The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
        the Securities Act, unless the information is contained in periodic
        reports filed by the Registrant pursuant to Section 13 or Section 15(d)
        of the Exchange Act that are incorporated by reference in this
        Registration Statement;

               (ii)  To reflect in the prospectus any facts or events arising
        after the effective date of this Registration Statement (or the most
        recent post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in this Registration Statement, unless the information is contained in
        periodic reports filed by the Registrant pursuant to Section 13 or
        Section 15(d) of the Exchange Act that are incorporated by reference in
        this Registration Statement;

               (iii)  To include any material information with respect to the
        plan of distribution not previously disclosed in this Registration
        Statement or any material change to such information in this
        Registration Statement.

        (2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new Registration Statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

        (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

        (b)  Subsequent Exchange Act Documents.  The undersigned Registrant
             ---------------------------------                             
hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated

                                       8
<PAGE>
 
by reference in this Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c)  Indemnification.  Insofar as indemnification for liabilities
               ---------------                                             
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                       9
<PAGE>
 
                                   SIGNATURES
                                   ----------


          The Registrant.  Pursuant to the requirements of the Securities Act of
          --------------                                                        
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Madison, State of North Carolina, on the 22nd
day of August, 1997.

                              RACI HOLDING, INC.



                              By:/s/ Hubbard C. Howe
                                 ----------------------
                                 Hubbard C. Howe
                                 Chairman, Chief
                                 Executive Officer
                                 and Director

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
 
 
Signatures                      Title                       Date
----------                      -----                       ----
 
                                                            
/s/ Hubbard C. Howe             Chairman, Chief             August 22 1997
------------------------------  Executive Officer and
    Hubbard C. Howe             Director
                                                            
/s/ Thomas L. Millner           President, Chief            August 22, 1997
------------------------------  Operating
    Thomas L. Millner           Officer and Director
                                                            
/s/ Mark A. Little              Vice President, Chief       August 22, 1997
------------------------------  Financial Officer and
    Mark A. Little              Controller
                                (Principal Financial and
                                Accounting Officer)
 

                                       10
<PAGE>
 
/s/ Stephen D. Bechtel, Jr.*                                
------------------------------  Director                    August 22, 1997
    Stephen D. Bechtel, Jr.
                                                            
/s/ Bobby R. Brown*             Director                    August 22, 1997
------------------------------
    Bobby R. Brown
                                                            
/s/ Richard C. Dresdale*        Director                    August 22, 1997
------------------------------
    Richard C. Dresdale
                                                            
/s/ Richard A. Gilleland*       Director                    August 22, 1997
------------------------------
    Richard A. Gilleland
                                                            
/s/ Richard E. Heckert*         Director                    August 22, 1997
------------------------------
    Richard E. Heckert
                                                            
/s/ Leon J. Hendrix, Jr.*       Director                    August 22, 1997
------------------------------
    Leon J. Hendrix, Jr.
                                                            
/s/ Joseph L. Rice, III*        Director                    August 22, 1997
------------------------------
    Joseph L. Rice, III
                                                            
/s/ H. Norman Schwarzkopf*      Director                    August 22, 1997
------------------------------
    H. Norman Schwarzkopf
                                                            
*By: /s/ Samuel G. Grecco       Attorney-in-fact            August 22, 1997
------------------------------                                             
     Samuel G. Grecco

                                       11
<PAGE>
 
                               Index to Exhibits
                               -----------------
<TABLE>
<CAPTION>
 
 
Exhibit                                                                           
  No.                         Description of Exhibit                              
--------------------------------------------------------------------------------------------
<C>      <S>                                                                    <C>
    4.1  Form of Director Stock Subscription Agreement between
         Holding and the purchasers named therein (filed as an Exhibit
         hereto).

    4.2  Form of Director Stock Purchase Plan between Holding and
         the parties named therein (filed as an Exhibit hereto).

    4.3  Registration and Participation Agreement, between Holding
         and C&D Fund IV, dated as of November 30, 1993 (filed as
         an Exhibit hereto).

    4.4  By-Laws of Holding (incorporated herein by reference to
         Exhibit 3.2 to the Form S-4).

    4.5  Certificate of Incorporation of Holding (incorporated herein
         by reference to Exhibit 3.1 to the Form S-4).

    4.6  Credit Agreement, dated as of November 30, 1993, among
         Remington, the lenders named therein, The Chase Manhattan
         Bank, N.A., Chemical Bank ("Chemical") and Union Bank of
         Switzerland, as co-agents, and Chemical, as administrative
         agent (incorporated herein by reference to Exhibit 4.4 to the
         Form S-4).

    4.7  First Amendment, dated as of September 29, 1995, to the
         Credit Agreement referred to as Exhibit 4.6 above
         (incorporated herein by reference to Exhibit 4.5 to the Form
         S-4).

    4.8  Second Amendment, dated as of March 29, 1996, to the
         Credit Agreement referred to as Exhibit 4.6 above
         (incorporated herein by reference to Exhibit 4.6 to the Form
         S-4).

    4.9  Third Amendment, dated as of June 28, 1996, to the Credit
         Agreement referred to as Exhibit 4.6 above (incorporated
         herein by reference to Exhibit 4.7 to the Form S-4).
</TABLE> 

                                       12
<PAGE>
 
<TABLE> 
<CAPTION> 

Exhibit                                                                           
  No.                         Description of Exhibit                              
--------------------------------------------------------------------------------------------
<C>      <S>                                                                    <C>
   4.10  Fourth Amendment, dated as of December 30, 1996, to the
         Credit Agreement referred to as Exhibit 4.6 above
         (incorporated herein by reference to Exhibit 4.8 to the Form
         S-4).

   4.11  Indenture, dated as of November 30, 1993, among
         Remington, First Trust National Association, Holding, as
         Guarantor, and First Trust National Association, as Trustee,
         relating to the 9 1/2% Senior Subordinated Notes due 2003 of
         Remington (incorporated herein by reference to Exhibit 4.1 to
         the Form S-4).

   4.12  Specimen of Class A Common Stock Certificate, par value
         $.01 per share (filed as an exhibit hereto).

   4.13  Holding Stock Pledge Agreement, dated as of November 30,
         1993, between Holding and the Administrative Agent (in
         corporated herein by reference to Exhibit 4.13 to the Form S-4).

   4.14  RACI Holding, Inc. 1994 Directors' Stock Plan, adopted on
         June 2, 1994 (incorporated herein by reference to
         Exhibit 10.22 to the Form S-4).

   4.15  RACI Holding, Inc. Stock Purchase Plan, adopted on June 2,
         1994 (incorporated herein by reference to Exhibit 10.23 to the
         Form S-4).

   4.16  Amended and Restated RACI Holding, Inc. Stock Option
         Plan, adopted as of July 17, 1995 (incorporated herein by
         reference to Exhibit 10.24 to the Form S-4).

   4.17  Amendment No.1, effective as of July 22, 1996, to the
         Amended and Restated RACI Holding, Inc. Stock Option
         Plan referred to in Exhibit 4.19 above (incorporated herein by
         reference to Exhibit 10.25 to the Form S-4).

   4.18  RACI Holding, Inc. Director Stock Option Plan, adopted on
         July 22, 1996 (incorporated herein by reference to Exhib
         it 10.27 to the Form S-4).
</TABLE> 

                                       13
<PAGE>
 
<TABLE> 
<CAPTION> 
                                                                                
Exhibit                                                                         
  No.                         Description of Exhibit                            
--------------------------------------------------------------------------------------------
<C>      <S>                                                                    <C>
    5    Opinion of Debevoise & Plimpton (filed as an Exhibit hereto).

   23.1  Consent of Coopers & Lybrand L.L.P. (filed as an Exhibit
         hereto).

   24    Powers of Attorney (filed as Exhibits hereto).
</TABLE>

                                       14
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As filed with the Securities and Exchange Commission on August 25, 1997
                                                    Registration No. 333 - 4520

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                ________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                ________________

                               RACI HOLDING, INC.
             (Exact name of registrant as specified in its charter)

                  DELAWARE                           51-0350929
            (State or other jurisdiction of          (I.R.S. Employer
            incorporation or organization)         Identification No.)

                              870 REMINGTON DRIVE
                                  P.O. BOX 700
                      MADISON, NORTH CAROLINA  27025-0700
                    (Address of Principal Executive Offices
                              including Zip Code)

                RACI HOLDING, INC. DIRECTOR STOCK PURCHASE PLAN
                            (Full title of the Plan)

                                 MARK A. LITTLE
                    VICE PRESIDENT, CHIEF FINANCIAL OFFICER
                                 AND CONTROLLER
                          REMINGTON ARMS COMPANY, INC.
                              870 REMINGTON DRIVE
                                  P.O. BOX 700
                      MADISON, NORTH CAROLINA  27025-0700
                                 (910) 548-8831
           (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities                      Proposed              Proposed maximum       
                                to             Amount to be     maximum offering      aggregate offering       Amount of      
     Plan Name            be registered         registered      price per unit              price            registration fee  
------------------------------------------------------------------------------------------------------------------------------
RACI Holding, Inc.        Class A Common          12,500(1)          $100.00(2)           $1,250,000(2)            $378.79
Director Stock            Stock, par value
Purchase Plan             $.01 per share
(the "Stock
Purchase Plan")
------------------------------------------------------------------------------------------------------------------------------
(1)  Consists of shares of Class A Common Stock to be issued pursuant to the
     Stock Purchase Plan.  Such indeterminable number of additional shares as
     may be issuable pursuant to the operation of the recapitalization
     provisions of the Plan are hereby also registered.

(2)  Determined pursuant to Rule 457(h) solely for the purpose of calculating
     the registration fee.
Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     Incorporated by reference in this Registration Statement are the following
documents heretofore filed by RACI Holding, Inc., a Delaware corporation,
("Holding") and its wholly-owned subsidiary Remington Arms Company, Inc., a
Delaware corporation formerly known as RACI Acquisition Corporation ("Remington"
and together with Holding, the "Company"), with the Securities and Exchange Com
mission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the
"Exchange Act"):

          (a) The latest prospectus filed in connection with the exchange offer
              by Remington of Senior Subordinated Notes and Holding's Guarantee
              thereof, forming a part of their Registration Statement on Form S-
              4, as amended, Registration No. 333-4520-01, 333-4520 (the "Form
              S-4"), pursuant to Section 10 of the Securities Act and Rule
              424(b)(3) thereunder; and

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
              Exchange Act since the end of the Company's 1996 fiscal year.
        
          All documents subsequently filed by Holding pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of the post-
effective amendment that indicates that all securities offered hereby have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the dates of filing of such documents.

Item 4.   DESCRIPTION OF SECURITIES

          The following description of the Class A Common Stock of Holding, par
value $.01 per share (the "Class A Common Stock"), does not purport to be
complete and is qualified in its entirety by reference to applicable Delaware
law and to the provisions of Holding's Certificate of Incorporation and By-laws
and the Registration and Participation Agreement, dated as of November 30, 1993,
among Holding and The Clayton & Dubilier Private Equity Fund IV Limited
Partnership (the "Registration and Participation Agreement") and the director
stock subscription agreements (the "Stock Subscription Agreements") to be
entered into by and between Holding and each of the participants (the "Director
Investors") in the Stock Purchase Plan, in connection with the purchase of the
shares of Class A Common Stock being registered hereby. Copies
of the Certificate of Incorporation and the By-laws have been filed as
exhibits hereto. Copies of the Registration and Participation Agreement and the
form of the Stock Subscription Agreement are filed as exhibits hereto.

          Holding's authorized capital stock consists of 1,250,000 shares of
Class A Common Stock and 1,250,000 shares of Class B Common Stock, par value
$.01 per share (the "Class B Common Stock" and, together with the Class A Common
Stock, the "Common Stock"), which are identical to the Class A Common Stock
except as to voting and conversion rights.

     Voting Rights

          Each holder of shares of Class A Common Stock is entitled to one vote
per share on all matters to be voted on by stockholders.  Holders of Class A
Common Stock are not entitled to cumulative votes in the election of directors.
Any director may be removed at any time, either for or without cause, upon the
affirmative vote of the holders of a majority of the outstanding shares of Class
A Common Stock.

     Dividend Rights

          The holders of Class A Common Stock are entitled to dividends and
other distributions if, as and when declared by the Board of Directors of
Holding out of assets legally available therefor, subject to restrictions set
forth in the financing agreements of Holding and its subsidiaries and
restrictions, if any, imposed by other indebtedness outstanding from time to
time.  The holders of Class A Common Stock and Class B Common Stock are entitled
to equivalent per share dividends and distributions.

     Other Rights

          Upon the liquidation, dissolution or winding up of Holding, the
holders of shares of Class A Common Stock will be entitled to share pro rata (on
an equal basis with the holders of the Class B Common Stock) in the distribution
of all of Holding's assets remaining available for distribution after
satisfaction of all its liabilities.  Except pursuant to the terms of the
Registration and Participation Agreement, the holders of Common Stock have no
preemptive or other subscription rights to purchase shares of Holding, nor are
they entitled to the benefits of any sinking fund provisions.  No share of
Common Stock issued in connection with or outstanding prior to the date of this
offering is subject to any further call or assessment.

                                       2
The Registration and Participation Agreement gives certain holders of
Common Stock, including any holder of the Class A Common Stock being registered
hereby that is an accredited investor (as defined in Rule 501 of Regulation D
under the Securities Act), a right to purchase, under certain circumstances,
additional shares of Common Stock if additional shares are proposed to be issued
to the C&D Fund IV or any "affiliate" (as defined therein) of C&D Fund IV, on
the same terms and conditions as such issuance, such that such holder would have
the opportunity to hold the same percentage of shares of the Company's capital
stock (on a fully diluted basis) after giving effect to such issuance, as such
holder held immediately prior thereto.

     Exchange Rights

          Each record holder of Class A Common Stock is entitled to exchange any
or all of the shares of such holder's Class A Common Stock for the same number
of shares of Class B Common Stock, provided that no holder of Class A Common
                                   --------                                 
Stock is entitled to exchange any share or shares of Class A Common Stock unless
such holder or its affiliates would otherwise directly or indirectly own,
control or have power to vote a greater quantity of securities of any kind
issued by Holding than such holder and its affiliates are permitted to own,
control or have power to vote under any law, regulation, order, rule or other
requirement of any governmental authority at any time applicable to such holder
and its affiliates if such shares were not exchanged.

          There are no shares of Class B Common Stock outstanding.  Under
Holding's certificate of incorporation, however, each holder of record of Class
B Common Stock will be entitled to convert any or all of such shares into the
same number of shares of Class A Common Stock, provided that such conversion
                                               --------                     
would not result in such holder and its affiliates, directly or indirectly,
owning, controlling or having the power to vote a greater quantity of securities
of any kind issued by Holding than such holder and its affiliates are permitted
to own, control or have the power to vote under applicable laws, rules,
regulations, orders or other requirement of any governmental authority at any
time applicable to such holders and its affiliates.

     Transfer Agent and Registrar

          Holding shall initially serve as the transfer agent and registrar for
the shares of Common Stock.

                                       3
Transfer Restrictions

          The shares of Class A Common Stock being registered hereunder will not
be transferable prior to an initial public offering of the Class A Common Stock
led by one or more underwriters (a "Public Offering") except pursuant to the
terms of the Stock Subscription Agreements and the Registration and
Participation Agreement.

          Pursuant to the Stock Subscription Agreements, Holding and C&D Fund IV
will have successive rights of first refusal in the event that, prior to a
Public Offering, a holder of any of the shares of Class A Common Stock being
registered hereby proposes to transfer any such shares to any person.

          The Registration and Participation Agreement entitles holders of
"registrable securities" (as defined therein and including, for this purpose,
the shares of Class A Common Stock being registered hereby) to participate
proportionately in certain "qualifying sales" of Common Stock by C&D Fund IV.
Subject to certain qualifications, "qualifying sales" are generally sales of
Common Stock to a third party in a private transaction.

          The Registration and Participation Agreement also provides that, in
the event Holding files a registration statement under the Securities Act with
respect to a public offering, the parties thereto and the other beneficiaries
thereof, including the holders of the shares of Class A Common Stock being
registered hereby, will not effect any public sale (including a sale under Rule
144 of the Securities Act) or distribution of any shares of Common Stock (other
than as part of such public offering) during the 20 days prior to and the 180
days after the effective date of such registration statement.

          All of the currently outstanding Common Stock is bound by and entitled
to the benefits of the Registration and Participation Agreement.  The
Registration and Participation Agreement may be amended or waived with the
written consent of the holder or holders of at least a majority of the shares of
"registrable securities" (as defined therein and including, for this purpose,
the shares of Class A Common Stock being registered hereby).

     Take-Along Rights

          The Stock Subscription Agreement provides that so long as the C&D Fund
IV holds a number of shares of the Common Stock equal to at least one-third of
the Common Stock originally purchased by the C&D Fund IV at the closing of the
acquisition by Remington of substantially all of the assets and business of
Sporting Goods Properties, Inc. ("Sporting Goods"), and certain related assets
of Sporting

                                       4
Goods' parent E.I. du Pont de Nemours and Company, if the C&D Fund IV elects to
sell all of its shares of Common Stock to a third party, the Director Investors
will be obligated to sell all of their shares to the third party.  The Director
Investors will be required to sell their Shares on the same terms and at the
same price as the C&D Fund IV.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          The validity of the shares of Class A Common Stock will be passed upon
for Holding by Debevoise & Plimpton, 875 Third Avenue, New York, New York 10022.
Debevoise & Plimpton also acts and may hereafter act as counsel to Holding and
its affiliates and as counsel to Clayton, Dubilier and Rice, Inc. ("CD&R"), a
Delaware corporation and private investment firm that manages C&D Fund IV, the
sole stockholder of Holding, and affiliates of CD&R and C&D Fund IV.  Franci J.
Blassberg, Esq., a member of Debevoise & Plimpton, is married to Joseph L. Rice,
III, who is a general partner of Fund IV and a director of Holding.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") empowers a Delaware corporation to indemnify any persons who are,
or are threatened to be made, parties to any threatened, pending or completed
legal action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise.  The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided that
such officer, director, employee or agent acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the corporation's best inter
ests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal.  A Delaware corporation may indemnify officers, directors
and employees in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer, director, employee or agent is adjudged to be liable to
the corporation in the performance of his duty. Where an officer, director or
employee is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.

                                       5
Article VI of Holding's By-Laws provides for indemnification by
Holding of its directors, officers and employees to the full extent permitted by
the DGCL.  Pursuant to Section 145 of the DGCL, Holding has purchased insurance
on behalf of its present and former directors, officers and employees against
any liability asserted against or incurred by them in such capacity or arising
out of their status as such.

          Holding and Remington (the "Indemnifying Parties") have entered into
an Indemnification Agreement with CD&R and C&D Fund IV (together with any other
investment vehicle managed by CD&R, the "C&D Fund").  Under the Indemnification
Agreement, the Indemnitees are CD&R, the C&D Fund, Clayton & Dubilier Associates
IV Limited Partnership and their respective directors, officers, partners,
employees, agents, advisors, representatives and controlling persons  (within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"))
and each other person who is or becomes a director or an officer of Holding or
Remington.

          Pursuant to the Indemnification Agreement, the Indemnifying Parties
have agreed to indemnify the Indemnitees (i) from and against all Obligations
                                          -                                  
(defined as "collectively, any and all claims, obligations, liabilities, causes
of actions, actions, suits, proceedings, investigations, judgments, decrees,
losses, damages, fees, costs and expenses (including without limitation
interest, penalties and fees and disbursements of attorneys, accountants,
investment bankers and other professional advisors)), whether incurred with
respect to third parties or otherwise, in any way resulting from, arising out of
or in connection with, based upon or relating to (A) the Securities Act, the
                                                  -                         
Exchange Act, or any other applicable securities or other laws, in connection
with any offering of securities by Holding or Remington, any Related Document
(defined as "any agreement, certificate, instrument or other document to which
Holding or Remington may be a party or by which it or any of its properties or
assets may be bound or affected from time to time relating in any way to any
offering of securities by Remington or Holding or any of the transactions
contemplated thereby, including without limitation, in each case as the same may
be amended, modified, waived or supplemented from time to time") or any of the
transactions contemplated thereby, (B); any other action or failure to act of
                                    -                                        
Holding, the Company, or any of their predecessors, whether such action or
failure has occurred or is yet to occur or (C) except in cases of gross
                                            -                          
negligence or intentional misconduct by CD&R, the performance by CD&R of
management consulting, monitoring, financial advisory or other services for
Holding or the Company; and (ii) to the fullest extent permitted by Delaware
                             --                                             
law, from and against any and all Obligations in any way resulting from, arising
out of or in connection with, based upon or relating to (A) the fact that such
                                                         -                    
Indemnitee is or was a director or an officer of Remington or Holding, as the
case may be, or is or was serving at the request of such corporation as a
director, officer,

                                       6
employee or agent of or advisor or consultant to another corporation,
partnership, joint venture, trust or other enterprise or (B) any breach or
                                                          -               
alleged breach by such Indemnitee of his or her fiduciary duty as a director or
an officer of Holding or Remington, as the case may be.

          In addition, the Indemnifying Parties have agreed to indemnify, defend
and hold harmless each Indemnitee from and against any and all Obligations
resulting from, arising out of or in connection with, based upon or relating to
liabilities under the Securities Act, the Exchange Act or any other applicable
securities or other laws, rules or regulations in connection with (i) the
                                                                   -     
inaccuracy or breach of or default under any representation, warranty, covenant
or agreement in any Related Document, (ii) any untrue statement or alleged
                                       --                                 
untrue statement of a material fact contained in any Related Document or (iii)
                                                                          --- 
any omission or alleged omission to state in any Related Document a material
fact required to be stated therein or necessary to make the statements therein
not misleading.  Notwithstanding the foregoing, neither Remington or Holding is
obligated to defend such Indemnitee from and against any such Obligation to the
extent that such Obligation arises out of or is based upon an untrue statement
or omission made in such Related Document in reliance upon and in conformity
with written information furnished to Remington or Holding, as the case may be,
in an instrument duly executed by such Indemnitee and specifically stating that
it is for use in the preparation of such Related Document.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

Item 8.   EXHIBITS

          An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on pages 12 through 14.

                                       7
Item 9. UNDERTAKINGS

        (a)  The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
        the Securities Act, unless the information is contained in periodic
        reports filed by the Registrant pursuant to Section 13 or Section 15(d)
        of the Exchange Act that are incorporated by reference in this
        Registration Statement;

               (ii)  To reflect in the prospectus any facts or events arising
        after the effective date of this Registration Statement (or the most
        recent post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in this Registration Statement, unless the information is contained in
        periodic reports filed by the Registrant pursuant to Section 13 or
        Section 15(d) of the Exchange Act that are incorporated by reference in
        this Registration Statement;

               (iii)  To include any material information with respect to the
        plan of distribution not previously disclosed in this Registration
        Statement or any material change to such information in this
        Registration Statement.

        (2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new Registration Statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

        (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

        (b)  Subsequent Exchange Act Documents.  The undersigned Registrant
             ---------------------------------                             
hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated

                                       8
by reference in this Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c)  Indemnification.  Insofar as indemnification for liabilities
               ---------------                                             
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                       9
SIGNATURES
                                   ----------

          The Registrant.  Pursuant to the requirements of the Securities Act of
          --------------                                                        
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Madison, State of North Carolina, on the 22nd
day of August, 1997.

                              RACI HOLDING, INC.

                              By:/s/ Hubbard C. Howe
                                 ----------------------
                                 Hubbard C. Howe
                                 Chairman, Chief
                                 Executive Officer
                                 and Director

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
 
 
Signatures                      Title                       Date
----------                      -----                       ----
 
                                                            
/s/ Hubbard C. Howe             Chairman, Chief             August 22 1997
------------------------------  Executive Officer and
    Hubbard C. Howe             Director
                                                            
/s/ Thomas L. Millner           President, Chief            August 22, 1997
------------------------------  Operating
    Thomas L. Millner           Officer and Director
                                                            
/s/ Mark A. Little              Vice President, Chief       August 22, 1997
------------------------------  Financial Officer and
    Mark A. Little              Controller
                                (Principal Financial and
                                Accounting Officer)
 

                                       10
/s/ Stephen D. Bechtel, Jr.*                                
------------------------------  Director                    August 22, 1997
    Stephen D. Bechtel, Jr.
                                                            
/s/ Bobby R. Brown*             Director                    August 22, 1997
------------------------------
    Bobby R. Brown
                                                            
/s/ Richard C. Dresdale*        Director                    August 22, 1997
------------------------------
    Richard C. Dresdale
                                                            
/s/ Richard A. Gilleland*       Director                    August 22, 1997
------------------------------
    Richard A. Gilleland
                                                            
/s/ Richard E. Heckert*         Director                    August 22, 1997
------------------------------
    Richard E. Heckert
                                                            
/s/ Leon J. Hendrix, Jr.*       Director                    August 22, 1997
------------------------------
    Leon J. Hendrix, Jr.
                                                            
/s/ Joseph L. Rice, III*        Director                    August 22, 1997
------------------------------
    Joseph L. Rice, III
                                                            
/s/ H. Norman Schwarzkopf*      Director                    August 22, 1997
------------------------------
    H. Norman Schwarzkopf
                                                            
*By: /s/ Samuel G. Grecco       Attorney-in-fact            August 22, 1997
------------------------------                                             
     Samuel G. Grecco

                                       11
Index to Exhibits
                               -----------------
Exhibit                                                                           
  No.                         Description of Exhibit                              
--------------------------------------------------------------------------------------------
4.1  Form of Director Stock Subscription Agreement between
         Holding and the purchasers named therein (filed as an Exhibit
         hereto).

    4.2  Form of Director Stock Purchase Plan between Holding and
         the parties named therein (filed as an Exhibit hereto).

    4.3  Registration and Participation Agreement, between Holding
         and C&D Fund IV, dated as of November 30, 1993 (filed as
         an Exhibit hereto).

    4.4  By-Laws of Holding (incorporated herein by reference to
         Exhibit 3.2 to the Form S-4).

    4.5  Certificate of Incorporation of Holding (incorporated herein
         by reference to Exhibit 3.1 to the Form S-4).

    4.6  Credit Agreement, dated as of November 30, 1993, among
         Remington, the lenders named therein, The Chase Manhattan
         Bank, N.A., Chemical Bank ("Chemical") and Union Bank of
         Switzerland, as co-agents, and Chemical, as administrative
         agent (incorporated herein by reference to Exhibit 4.4 to the
         Form S-4).

    4.7  First Amendment, dated as of September 29, 1995, to the
         Credit Agreement referred to as Exhibit 4.6 above
         (incorporated herein by reference to Exhibit 4.5 to the Form
         S-4).

    4.8  Second Amendment, dated as of March 29, 1996, to the
         Credit Agreement referred to as Exhibit 4.6 above
         (incorporated herein by reference to Exhibit 4.6 to the Form
         S-4).

    4.9  Third Amendment, dated as of June 28, 1996, to the Credit
         Agreement referred to as Exhibit 4.6 above (incorporated
         herein by reference to Exhibit 4.7 to the Form S-4).
12
Exhibit                                                                           
  No.                         Description of Exhibit                              
--------------------------------------------------------------------------------------------
4.10  Fourth Amendment, dated as of December 30, 1996, to the
         Credit Agreement referred to as Exhibit 4.6 above
         (incorporated herein by reference to Exhibit 4.8 to the Form
         S-4).

   4.11  Indenture, dated as of November 30, 1993, among
         Remington, First Trust National Association, Holding, as
         Guarantor, and First Trust National Association, as Trustee,
         relating to the 9 1/2% Senior Subordinated Notes due 2003 of
         Remington (incorporated herein by reference to Exhibit 4.1 to
         the Form S-4).

   4.12  Specimen of Class A Common Stock Certificate, par value
         $.01 per share (filed as an exhibit hereto).

   4.13  Holding Stock Pledge Agreement, dated as of November 30,
         1993, between Holding and the Administrative Agent (in
         corporated herein by reference to Exhibit 4.13 to the Form S-4).

   4.14  RACI Holding, Inc. 1994 Directors' Stock Plan, adopted on
         June 2, 1994 (incorporated herein by reference to
         Exhibit 10.22 to the Form S-4).

   4.15  RACI Holding, Inc. Stock Purchase Plan, adopted on June 2,
         1994 (incorporated herein by reference to Exhibit 10.23 to the
         Form S-4).

   4.16  Amended and Restated RACI Holding, Inc. Stock Option
         Plan, adopted as of July 17, 1995 (incorporated herein by
         reference to Exhibit 10.24 to the Form S-4).

   4.17  Amendment No.1, effective as of July 22, 1996, to the
         Amended and Restated RACI Holding, Inc. Stock Option
         Plan referred to in Exhibit 4.19 above (incorporated herein by
         reference to Exhibit 10.25 to the Form S-4).

   4.18  RACI Holding, Inc. Director Stock Option Plan, adopted on
         July 22, 1996 (incorporated herein by reference to Exhib
         it 10.27 to the Form S-4).
13
Exhibit                                                                         
  No.                         Description of Exhibit                            
--------------------------------------------------------------------------------------------
5    Opinion of Debevoise & Plimpton (filed as an Exhibit hereto).

   23.1  Consent of Coopers & Lybrand L.L.P. (filed as an Exhibit
         hereto).

   24    Powers of Attorney (filed as Exhibits hereto).
14