<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549

                                  FORM 10-K/A
                                AMENDMENT NO. 1
                                       TO
                        1996 ANNUAL REPORT ON FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended                              Commission File Number
        July 31, 1996                                          0-12862

                                DEP CORPORATION

     A DELAWARE CORPORATION                             95-2040819
     (STATE OR OTHER JURISDICTION OF                    (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NUMBER)

     2101 EAST VIA ARADO
     RANCHO DOMINGUEZ, CALIFORNIA                       90220
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE)
     REGISTRANT'S TELEPHONE NUMBER, (310) 604-0777

          Securities registered pursuant to Section 12(b) of the Act:

                                      None

          Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock ($.01 par value)

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 the 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.  [  ]

At November 5, 1996 the aggregate market value of Common Stock held by
non-affiliates of the registrant was approximately $10,716,302.

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                              Yes   X     No
                                  -----      -----

At November 5, 1996 the number of shares of Common Stock of the registrant
issued and outstanding were 6,793,628.

                                           Index to Exhibits appears on page 7.
<PAGE>   2


         The undersigned registrant hereby amends item 14 of its Annual Report
on Form 10-K for the year ended July 31, 1996, to reflect the addition of the
auditors' consent to incorporation by reference in the registration statement
(No. 33-58894) on Form S-8 of DEP Corporation and subsidiaries of their report
dated September 20, 1996.  In connection therewith, a revised exhibit No. 23.1
(Consent of Independent Auditors) is attached hereto.





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                                    PART IV


ITEM 14  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  Financial Statements, Financial Schedules and Exhibits.

     1.   The financial statements listed in Item 8 above are incorporated
          herein by this reference.

     2.   The financial schedule listed in Item 8 above is incorporated herein
          by this reference.  Schedule I is not listed because it is not
          required.

<TABLE>
<CAPTION>
     3.   Exhibit
          Number                  Title
          -------                 -----
          <S>    <C>
           2.1   Debtor's Second Amended Plan of Reorganization,
                 dated as of August 23, 1996, as amended, pursuant
                 to Chapter 11 filing on April 1, 1996  (10)

           3.1   Certificate of Incorporation  (1)

           3.2   Certificate of Amendment to the Certificate
                 of Incorporation  (2)

           3.3   Certificate of Amendment to the Certificate
                 of Incorporation  (8)

           3.5   Bylaws  (8)

           3.6   Certificate of Amendment to The Certificate
                 of Incorporation  (10)

          10.1   Profit Sharing Plan for Employees of
                 DEP Corporation as of August 1, 1989  (4)

          10.2   1983 Stock Option Plan, as amended  (3)  *

          10.3   1988 Director and Officer Stock Option
                 Plan, as amended  (3)  *

          10.4   1992 Stock Option Plan  (6)  *
</TABLE>





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<PAGE>   4
<TABLE>
<CAPTION>
         Exhibit
         Number           Title
         ------           -----
          <S>    <C>
          10.5   Stock Target Ownership Plan  (7)  *

          10.6   Fiscal Year 1996 Bonus Arrangement for
                 Certain Executive Officers  * **

          10.7   Lease Agreement relating to the Company's
                 California warehouse  (3)

          10.8   401(k) Plan for Employees of DEP Corporation  (6)  *

          10.9   Form of Officers and Directors
                 Indemnification Agreement  (8)

          10.10  DEP Corporation Retention and Severance Plan  (9) *

          10.11  Form Change in Control Executive Severance
                 Agreement  (9) *

          10.12  Form Change in Control Executive Retention
                 Bonus Agreement  (9) *

          10.13  Form of Term Loan Agreement, dated as of
                 November 4, 1996, among the Company as borrower,
                 City National Bank, as co-agent and Foothill Capital
                 Corporation as agent, and others  (10)

          10.14  Form of Warrant Agreement among the Company and
                 Warrant Holders dated as of November 4, 1996  (10)

          10.15  Form of Release Agreement dated as of November 4,
                 1996 by and among the Company and the Lenders
                 named therein.  (10)

          11     Computation of Per Share Earnings **

          21.1   Subsidiaries **
</TABLE>





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<PAGE>   5
<TABLE>
<CAPTION>
         Exhibit
         Number           Title
         -------          -----
          <S>    <C>
          23.1   Consent of Independent Auditors

          27     Financial Data Schedule **
</TABLE>


      (1)    Incorporated by reference to Exhibit 3.1 to the Company's Annual
             Report on Form 10-K for the year ended July 31, 1988.

      (2)    Incorporated by reference to Exhibit 4 to the Company's Current
             Report on Form 8-K filed on December 15, 1992.

      (3)    Incorporated by reference to Exhibits 10.2, 10.3, 10.7 and 10.8 to
             the Company's Annual Report on Form 10-K for the year ended July
             31, 1992.

      (4)    Incorporated by reference to Exhibit 10.1 to the Company's Annual
             Report on Form 10-K for the year ended July 31, 1990.

      (5)    Incorporated by reference to Exhibit 2.1 to the Company's Current
             Report on Form 8-K filed on August 6, 1993.

      (6)    Incorporated by reference to Exhibits 10.4 and 10.9 to the
             Company's Annual Report on Form 10-K for the year ended July 31,
             1993.

      (7)    Incorporated by reference to Exhibits 3.3, 10.5 and 21.1 to the
             Company's Annual Report on Form 10-K for the year ended July 31,
             1994.

      (8)    Incorporated by reference to Exhibits to the Company's Current
             Report on Form 8-K filed on January 16, 1995.

      (9)    Incorporated by reference to Exhibits 10.17, 10.18, 10.19, 10.20
             and 10.21 to the Company's original Annual Report on Form 10-K and
             Form 10-K/A for the year ended July 31, 1995 filed on October 30,
             1995, and November 6, 1995, respectively.

      (10)   Incorporated by reference to Exhibits 2.1, 3.1, 10.1, 10.2 and
             10.3 to the Company's Current Report on Form 8-K filed on November
             7, 1996.

      * Management contract or compensatory plan.
      ** Previously filed under original Form 10-K on November 13, 1996.

(b)   Reports on Form 8-K.

      None.





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                                   SIGNATURES

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


Date:    March 19, 1997                     DEP CORPORATION



                                             /s/Robert Berglass
                                            -----------------------------------
                                            Chairman of the Board and President
                                            (Principal Executive Officer)


Date:    March 19, 1997                      /s/Grant W. Johnson
                                            -----------------------------------
                                            Senior Vice President and
                                            Chief Financial Officer and
                                            Director, (Principal Financial
                                            and Accounting Officer)





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                                 EXHIBIT INDEX




                            Description

       Exhibit 23.1         Consent of Independent Auditors





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