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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-K
(Mark One)

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

                                       OR

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

For the year ended December 31, 1996                 Commission File No. 0-12361

                        Richton International Corporation
             (Exact name of registrant as specified in its charter)

                Delaware                                       05-012205
    (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                        Identification No.)

  340 Main Street, Madison, New Jersey                            07940
(Address of principal executive offices)                        (Zip Code)

Issuer's telephone number ......................................  (201) 966-0104

   Securities registered under            Name of Exchange on which Registered:
Section 12(b) of the Exchange Act:

  Common Stock, par value $.10                    American Stock Exchange

         Securities registered under Section 12(g) of the Exchange Act:

            Series A Preferred Stock, par value $1.00. Purchase Right

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  dates.     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 II of this Form 10-K or any amendment to this
Form 10-K.   [X]

State the aggregate  market value of the voting stock held by  nonaffiliates  of
the Registrant.

         Aggregate market value at March 1, 1997 amounted to $8,100,000

Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock, as of the latest practicable date.

         Common Stock, par value $.10, 2,949,447 shares at March 1, 1997

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual  shareholders report for the year ended December 31, 1996
are incorporated by reference into I and II. 

Portions of the proxy statement for the annual  shareholders  meeting to be held
April 28, 1997 are incorporated by reference into Part III.

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Working Capital

     Century's  business is seasonal due principally to the fact that irrigation
systems are normally  installed  during warm weather and a majority of Century's
branches  are located in the  northern  half of the United  States.  As a result
Century's  monthly and quarterly  sales,  operating  results and working capital
requirements fluctuate significantly.  Century relies on short-term borrowing to
finance its working capital needs.  During the first quarter  Century's  working
capital requirements are at minimum, with short-term  borrowings,  historically,
approximately $6.0 million.  Beginning in April needs expand. By July short-term
borrowings  have increased to  approximately  $14 million.  During the remaining
months receivables are liquidated,  releasing  substantial  amounts of cash that
may be used to reduce short-term borrowing. (See Note 7 of Notes to Consolidated
Financial Statements for a description of the Company's credit line.)