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                                                                    Exhibit 4.18


               SUPPLEMENT NO.2 TO BORROWER STOCK PLEDGE AGREEMENT

                  THIS AGREEMENT SUPPLEMENTS THE BORROWER STOCK
                   PLEDGE AGREEMENT BETWEEN THE PARTIES HERETO
                           DATED AS OF APRIL 28, 2000


                  Supplement No. 2 (this "Supplement"), dated as of September 5,
2000 to the Borrower Stock Pledge Agreement dated as of April 28, 2000, as
supplemented by Supplement No. 1 to Borrower Stock Pledge Agreement, dated as of
June 30, 2000 (the "Borrower Stock Pledge Agreement") made by REMINGTON ARMS
COMPANY, INC., a Delaware corporation (the "Borrower"), in favor of THE CHASE
MANHATTAN BANK, as administrative agent (in such capacity, the "Agent") for the
banks and other financial institutions (the "Lenders") parties to the Credit
Agreement, dated as of April 28, 2000 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower, the
Lenders, the Agent, Bank of America, N.A, as syndication agent, Goldman Sachs
Credit Partners L.P., as documentation agent, and Chase Securities Inc. and Banc
of America Securities LLC, as joint lead arranges.


                              W I T N E S S E T H :
                              - - - - - - - - - -


                  WHEREAS, the Borrower and the Agent are parties to the
Borrower Stock Pledge Agreement pursuant to which the Borrower has pledged all
the Pledged Stock (as defined in the Borrower Stock Pledge Agreement) to, and
granted a first lien on and security interest in the Collateral (as defined in
the Borrower Stock Pledge Agreement) to, the Agent for the benefit of the
Lenders;

                  WHEREAS, the Borrower is the legal and beneficial owner of the
units of Pledged Stock issued by RA Factors, L.L.C., a Delaware limited
liability company listed on Schedule I hereto.

                  NOW, THEREFORE, the parties hereto hereby agree as follows:

     1. Definitions. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed to them in the Borrower Stock Pledge
Agreement and the Credit Agreement.

     2. Supplement to Borrower Stock Pledge Agreement. From and after the date
hereof, the Borrower Stock Pledge Agreement is hereby supplemented by adding the


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Pledged Stock listed on Schedule I hereto to the Pledged Stock listed on
Schedule I to the Borrower Stock Pledge Agreement and to the definition of
Pledged Stock in the Borrower Stock Pledge Agreement.

     3. Pledge; Grant of Security Interest. The Borrower hereby delivers to the
Agent, for the ratable benefit of the Lenders, all the Pledged Stock listed on
Schedule I hereto and hereby grants to the Agent, for the ratable benefit of the
Lenders, a first lien on and security interest in such Pledged Stock, as
collateral security for the prompt and complete payment and performance when due
(whether at the stated maturity, by acceleration or otherwise) of the
Obligations. Such grant shall be governed by the terms and conditions of the
Borrower Stock Pledge Agreement.

     4. Representations and Warranties. The representations and warranties
contained in Section 4 of the Borrower Stock Pledge Agreement are made by the
Borrower, after giving effect to this Supplement, as of the date hereof and as
of each other date hereafter contemplated by such Section 4.

     5. Limited Effect. Except as expressly modified hereby, the Borrower Stock
Pledge Agreement remains in full force and effect.

     6. GOVERNING LAW. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     7. Counterparts. This Supplement may be executed by the parties hereto on
any number of separate counterparts and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.

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                  IN WITNESS WHEREOF, the undersigned has caused this Supplement
to be duly executed and delivered by its properly and duly authorized officers
as of the day and year first written above.


                                               REMINGTON ARMS COMPANY, INC.


                                               By:/s/Nicole M. Apple
                                                  ------------------------------
                                                   Name:  Nicole M. Apple
                                                   Title:    Treasurer


ACKNOWLEDGED AND AGREED AS OF
THE DATE HEREOF BY:
THE CHASE MANHATTAN BANK,
as Administrative Agent


By:/s/Kathy A. Duncan
   ---------------------------------
     Title: Vice President



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                           ACKNOWLEDGMENT AND CONSENT


                  RA Factors, L.L.C., Inc. (the "Issuer") referred to in the
foregoing Supplement No. 2 hereby acknowledges receipt of a copy of the Borrower
Stock Pledge Agreement and agrees to be bound thereby and to comply with the
terms thereof insofar as such terms are applicable to it. The Issuer agrees to
notify the Agent promptly in writing of the occurrence of any of the events
described in paragraph 5(a) of the Borrower Stock Pledge Agreement. The Issuer
further agrees that the terms of paragraph 9(c) of the Borrower Stock Pledge
Agreement shall apply to it, mutatis mutandis, with respect to all actions that
may be required of it under or pursuant to or arising out of paragraph 9 of the
Borrower Stock Pledge Agreement.

                                           RA FACTORS, L.L.C.


                                           By: /s/Nicole M. Apple
                                              --------------------------------
                                               Name: Nicole M. Apple
                                               Title: Vice President

                                           Address for Notices:

                                           RA FACTORS, L.L.C.
                                           870 Remington Drive
                                           Madison, N.C. 27025
                                           Attention: Mark Little, President

                                           Telecopy: (336) 548-7779




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                                   SCHEDULE I




                          DESCRIPTION OF PLEDGED STOCK


                                              Unit
                     Class of             Certificate                 No. of
Issuer               Units (1)                 No.                    Units
------               --------             -----------                 -----

RA Factors, L.L.C.                             1                      100






--------
(1) /      Common unless otherwise indicated


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