SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                                   FORM 10-K/A
    

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 28, 1996

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                           Commission File No. 0-19621

                  APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
             (Exact name of registrant as specified in its charter)

          MINNESOTA                                              41-1454591
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

7400 EXCELSIOR BOULEVARD, MINNEAPOLIS, MINNESOTA                 55426-4517
  (Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code: 612-930-9000

Securities registered pursuant to Section 12(b) of the Act:  NONE
Securities registered pursuant to Section 12(g) of the Act:
                                                 COMMON STOCK, WITHOUT PAR VALUE
                                                        (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes __X__  No ____

   
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
    


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

   
         Certain information regarding directors and executive officers of the
Company required by Item 10 is set forth under Information Concerning Directors,
Nominees and Executive Officers in the Company's definitive Proxy Statement for
its 1997 Annual Meeting of Shareholders to be held April 24, 1997, and was
incorporated by reference into the Form 10-K filed on March 28, 1997.
Information required by Item 405 of Regulation S-K is amended to read as
follows:

         The Company's directors, its executive officers and any persons holding
more than 10% of outstanding Common Stock are required to file reports
concerning their initial ownership of Common Stock and any subsequent changes in
that ownership. Except as stated below, the Company believes that the filing
requirements for the last fiscal year were satisfied. Two officers, Kent McCoy
and Glynnis Jones, failed to timely file a Form 4 with respect to a grant of
options. Such forms have now been filed. In making this disclosure, the Company
has relied solely on written representations of its directors, executive
officers and beneficial owners of more than 10% of Common Stock and copies of
the reports that they have filed with the Securities and Exchange Commission.
    


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.

   
Dated:  March 31, 1997               APPLIANCE RECYCLING CENTERS OF
                                     AMERICA, INC.
                                     (Registrant)
    


                                     By  /s/ Edward R. Cameron
                                         ---------------------------------------
                                         Edward R. Cameron
                                         President and Chief Executive Officer


                                     By  /s/ Kent S. McCoy
                                         ---------------------------------------
                                         Kent S. McCoy
                                         Vice President of Finance and Treasurer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

SIGNATURE                           TITLE                                      DATE
---------                           -----                                      ----

<S>                                <C>                                        <C> 
   
/s/ Edward R. Cameron               Chairman of the Board, President and       March 31, 1997
------------------------------      Chief Executive Officer
Edward R. Cameron                   


/s/ Kent S. McCoy                   Vice President of Finance and Treasurer    March 31, 1997
------------------------------      (Principal Accounting Officer)
Kent S. McCoy                       


/s/ George B. Bonniwell             Director                                   March 31, 1997
------------------------------
George B. Bonniwell


/s/ Duane S. Carlson                Director                                   March 31, 1997
------------------------------
Duane S. Carlson


/s/ Harry W. Spell                  Director                                   March 31, 1997
-------------------------------
Harry W. Spell
    

</TABLE>