<PAGE>
 
               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                        AMENDEMENT NO. 1 TO FORM 10-K/A
                                        
          (Mark One )
             [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

                      FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
                                    OR    
                                    --
            [_]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number  0-50464

                              NETRIX CORPORATION
                              ------------------
              (Exact name of registrant as specified in charter)

        DELAWARE                                   54-1345159
------------------------              --------------------------------          
(State of Incorporation)              (IRS Employer Identification No.)

13595 Dulles Technology Drive, Herndon, Virginia        20171        
------------------------------------------------     ----------
    (Address of principal executive offices)         (Zip Code)

      Registrant's telephone number, including area code: (703) 742-6000

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                     NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                         COMMON STOCK, $0.05 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 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.[X]

          Aggregate market value of Common Stock (par value $.05 per share) held
by non-affiliates of Registrant on March 17, 1997:  $28,551,276.

          The number of shares of Registrant's Common Stock (par value $.05 per
share) outstanding as of March 17, 1997: 9,517,092.

                      DOCUMENTS INCORPORATED BY REFERENCE
    
          The information called for by Part III is incorporated by reference to
the definitive Proxy Statement for the Annual Meeting of Stockholders to be held
on July 10, 1997.      

                                       1
<PAGE>
 
                                  SIGNATURES
                                  ----------

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

                                              NETRIX CORPORATION
 
     
Date:   June 16, 1997      
                                              By:  /s/ Lynn C. Chapman
                                                 ______________________________
                                                 Lynn C. Chapman
                                                 President and Chief Executive
                                                 Officer

<TABLE>     
<CAPTION> 
 
        SIGNATURE                        TITLE                        DATE
        ---------                        -----                        ----
<S>                              <C>                               <C> 
/s/ Lynn C. Chapman              President, Chief Executive        June 16, 1997 
-------------------------        Officer and Director      
Lynn C. Chapman                  (Principal Executive Officer) 
                                 
 
/s/ Robert W. Carroll            Vice President-Finance, Chief     June 16, 1997 
-------------------------        Financial Officer and Treasurer
Robert W. Carroll                (Principal Financial Officer)  
                                                                

/s/ Stephen E. Coit                         Director               June 16, 1997 
-------------------------                    
Stephen E. Coit 

/s/ Arthur J. Marks                         Director               June 16, 1997 
-------------------------                    
Arthur J. Marks 

/s/ William T. Rooker                       Director               June 16, 1997 
-------------------------                    
William T. Rooker 

/s/ V. Orville Wright                       Director               June 16, 1997 
-------------------------                    
V. Orville Wright 

/s/ John Burton                             Director               June 16, 1997 
-------------------------                    
John Burton 

</TABLE>      

                                       40