AMENDMENT NO. 6 TO STOCKHOLDERS AGREEMENT


         AMENDMENT  NO. 6, dated as of  December  31,  1997 to the  Stockholders
Agreement,   dated  as  of  April  30,  1996,  as  amended  (the   "Stockholders
Agreement"),  by and among AMF BOWLING,  INC., a Delaware  corporation  formerly
named AMF Holdings Inc.  ("Bowling"),  GS CAPITAL  PARTNERS II, L.P., a Delaware
limited  partnership,  GS CAPITAL  PARTNERS II OFFSHORE,  L.P., a Cayman Islands
exempt limited partnership,  GOLDMAN SACHS & CO. VERWALTUNGS GMBH, a corporation
recorded  in the  Commercial  Register  Frankfurt,  as  nominee  for GS  Capital
Partners II German  C.L.P.,  THE GOLDMAN SACHS GROUP,  L.P., a Delaware  limited
partnership, STONE STREET FUND 1995, L.P., a Delaware limited partnership, STONE
STREET 1996,  L.P., a Delaware  limited  partnership,  BRIDGE  STREET FUND 1995,
L.P., a Delaware limited partnership,  BRIDGE STREET FUND 1996, L.P., a Delaware
limited partnership,  BLACKSTONE CAPITAL PARTNERS II MERCHANT BANKING FUND L.P.,
a Delaware limited partnership,  BLACKSTONE OFFSHORE CAPITAL PARTNERS II L.P., a
Delaware limited partnership,  BLACKSTONE FAMILY INVESTMENT PARTNERSHIP, L.P., a
Delaware limited partnership, BLACKSTONE FAMILY INVESTMENT PARTNERSHIP II, L.P.,
a Delaware limited partnership,  KELSO INVESTMENT ASSOCIATES V, L.P., a Delaware
limited  partnership,   KELSO  EQUITY  PARTNERS  V,  L.P.,  a  Delaware  limited
partnership,  BAIN CAPITAL FUND V, L.P., a Delaware  limited  partnership,  BAIN
CAPITAL FUND V-B,  L.P., a Delaware  limited  partnership,  BCIP  ASSOCIATES,  a
Delaware general  partnership,  BCIP TRUST ASSOCIATES,  L.P., a Delaware limited
partnership,  CITICORP NORTH AMERICA,  INC., a Delaware corporation,  CHARLES M.
DIKER,  the  management  investors  listed  in  Schedule  I to the  Stockholders
Agreement,  as such  Schedule I may be amended from time to time  (collectively,
the "Management Investors") and all other parties thereto.

         WHEREAS,  Bowling's Certificate of Incorporation was amended on October
29, 1997,  among other things,  to change the name from AMF Holdings Inc. to AMF
Bowling, Inc.;

         WHEREAS,  Charles M. Diker desires to make certain  dispositions of the
Common Stock of Bowling to members of his family and certain affiliated entities
(the "Diker  Transferees") in the respective  amounts set forth on the signature
pages hereto underneath the signature of each Diker Transferee; and

         WHEREAS,  pursuant  to  and  in  accordance  with  Section  3.9  of the
Stockholders  Agreement,  Holdings wishes to amend the Stockholders Agreement on
the terms contained herein;

         NOW, THEREFORE, the Stockholders Agreement is amended as follows:

         1. New Holders. The Stockholders Agreement is hereby amended to include
the Diker  Transferees  listed on the  signature  pages hereto as parties to the
Stockholders Agreement and the Diker Transferees agree to be bound by all of the
applicable terms and conditions of the Stockholders Agreement.

         2. Governing  Law. This  Amendment  shall be governed and construed and
enforced in accordance with the laws of the State of New York, without regard to
principles of conflicts of laws thereof.

         3.  Reaffirmation.  In all respects not inconsistent with the terms and
provisions of this Amendment No. 6, the Stockholders Agreement shall continue to
be in full force and effect in accordance with the terms and conditions thereof,
and is hereby ratified, adopted, approved and confirmed. From and after the date
hereof, each reference to the Stockholders  Agreement in any other instrument or
document  shall be deemed a reference to the  Stockholders  Agreement as amended
hereby, unless the context otherwise requires.

         4. No Waiver. The execution, delivery and performance of this Amendment
No. 6 shall not  operate as a waiver of any  condition,  power,  remedy or right
exercisable  in  accordance  with the  Stockholders  Agreement,  and  shall  not
constitute a waiver of any provision of the  Stockholders  Agreement,  except as
expressly provided herein.

         IN WITNESS WHEREOF,  AMF Bowling,  Inc. has caused this Amendment No. 6
to be duly executed, as of the date first written above.

                                  AMF BOWLING, INC.


                                  By: /s/ Douglas J. Stanard
                                     ---------------------------------------
                                     Name: Douglas J. Stanard
                                     Title:    President & CEO


         The undersigned,  by signing his, her or its name hereto, hereby agrees
to be bound by all of the terms and conditions of the Stockholders  Agreement as
amended;  this  signature  page also  being  deemed to be a  counterpart  to the
Stockholders Agreement.

         Dated as of the date first written above.

                          VALERIE CHARLES DIKER FUND INC.

                           By: /s/ Charles Diker
                              -----------------------------------------
                           Name:  Charles Diker
                           Title:  President
                           Address: c/o Charles Diker
                                    Charles Diker Associates
                                    One New York Plaza, 31st Floor
                                    New York, New York 10004
                                    Telecopier No.:  (212) 559-0292
                           Number of Shares: 11,054.71

                           ----------------------------------------
                           Valerie Diker

                           Address: c/o Charles Diker
                                    Charles Diker Associates
                                    One New York Plaza, 31st Floor
                                    New York, New York 10004
                                    Telecopier No.:  (212) 559-0292
                           Number of Shares: 33,164.14


                          CHARLES DIKER & VALERIE DIKER
                          TRUSTEES FOR PATRICIA HELEN DIKER
                          AUG. 31, 1987 TRUST

                           By: /s/ Charles Diker
                              -----------------------------------------
                              Charles Diker, Trustee


                           By:
                              -----------------------------------------
                              Valerie Diker, Trustee

                           Address: c/o Charles Diker
                                    Charles Diker Associates
                                    One New York Plaza, 31st Floor
                                    New York, New York 10004
                                    Telecopier No.:    (212) 559-0292
                           Number of Shares: 11,054.71


                          CHARLES DIKER & VALERIE DIKE
                          TRUSTEES FOR MARK NORMAN DIKER
                          AUG. 4, 1987 TRUST


                          By:
                              -----------------------------------------
                              Charles Diker, Trustee


                          By: /s/ Valerie Diker
                              -----------------------------------------
                              Valerie Diker, Trustee

                           Address: c/o Charles Diker
                                    Charles Diker Associates
                                    One New York Plaza, 31st Floor
                                    New York, New York 10004
                                    Telecopier No.:    (212) 559-0292
                           Number of Shares: 11,054.71


                          CHARLES DIKER & VALERIE DIKER
                          TRUSTEES FOR BRUCE DANIEL DIKER
                          OCT. 1, 1987 TRUST


                          By:
                              -----------------------------------------
                              Charles Diker, Trustee


                          By: /s/ Valerie Diker, Trustee
                              -----------------------------------------
                              Valerie Diker, Trustee

                           Address: c/o Charles Diker
                                    Charles Diker Associates
                                    One New York Plaza, 31st Floor
                                    New York, New York 10004
                                    Telecopier No.:    (212) 559-0292
                           Number of Shares: 11,054.71