Exhibit 99.3



January 8, 2004



To the Stockholders of

RACI Holding, Inc.:



NOTICE OF ANNUAL

MEETING OF STOCKHOLDERS



Notice is hereby given that the Annual Meeting of Stockholders of RACI Holding, Inc., a Delaware corporation, will be held on Wednesday, January 28, 2004
at Remington Arms Company, Inc., 870 Remington Drive, Madison, NC 27025, commencing at 8:30 a.m., for the following purposes:



| | (1) | To elect a Board of twelve (12) Directors for RACI Holding, Inc., each to serve until the next Annual Meeting of Stockholders and until a successor shall have been duly elected and
qualified;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | To ratify the appointment of the Auditors for RACI Holding, Inc.; and
| | --- | ---------------------------------------------------------------------



| | (3) | To transact such other business as may properly come before the meeting or any adjournment thereof.
| | --- | ---------------------------------------------------------------------------------------------------



In accordance with the By-Laws of RACI Holding, Inc., the close of business on January 1, 2004, has been fixed as the record
date for the determination of the stockholders entitled to notice of, and to vote at, such meeting and any adjournment thereof.



By order of the Board of Directors,/s/    STEPHEN P. JACKSON, JR.Stephen P. Jackson, Jr., Secretary




IMPORTANT



All Stockholders are urged to
fill in, date, sign and return the enclosed proxy promptly in the envelope herewith to which no additional postage need be affixed if mailed in the United States.



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Exhibit 99.3



RACI HOLDING, INC.

870 Remington Drive

Madison, North Carolina 27025



|           |  |       
|---------- |  | ------
|Name here: |  | 1/7/04



Dear Stockholders:



On behalf of the Board of Directors, the Annual Meeting of Stockholders will
be held on Wednesday, January 28, 2004 at Remington Arms Company, Inc., 870 Remington Drive, Madison, NC 27025, commencing at 8:30 a.m.



At the Annual Meeting of Stockholders, the Stockholders will consider and act upon the following:



| | (1) | The election of the following twelve (12) persons to the Board of Directors:
| | --- | ----------------------------------------------------------------------------



Leon J. (Bill) Hendrix

Thomas L. Millner

Thomas E. Ireland

Bobby R.
Brown

Richard A. Gilleland

Richard E. Heckert

Hubbard C. Howe

Michael G. Babiarz

H. Norman Schwarzkopf

B. Charles Ames

Harold O. Rosser

Stephen C. Sherrill



The persons named in the enclosed proxy will vote to elect the above-listed Nominees to serve as Directors until the next Annual Meeting of Stockholders
and until their successors are duly elected and qualified, unless authority to vote for any of the Nominees is withheld by marking the proxy to that effect.



(2) The ratification of the appointment of PricewaterhouseCoopers L.L.P., as RACI Holding, Inc.s independent auditors. The persons named in the
enclosed proxy will vote to so ratify, unless authority to vote to so ratify is withheld by marking the proxy to that effect.



YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THESE PROPOSALS.



The Board of Directors is not aware of any other matters to be presented for
action at the Annual Meeting of Stockholders. However, if any such other matters are presented for action, the persons named in the enclosed proxy intend to vote on such matters in accordance with their discretion.



Please take a moment now to sign, date and mail your proxy in the enclosed
postage-paid envelope.



Thank you for your interest and
consideration.



By order of the Board of Directors/s/    STEPHEN P. JACKSON, JR.Stephen P. Jackson, Jr., Secretary




IMPORTANT



Please sign, date and return
your proxy promptly in the enclosed envelope to authorize the voting of your shares. This will save the expense of a follow-up mailing.



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