SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                             --------------------
                                 FORM 10-K/A
                             --------------------

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

For the year ended June 30, 1996         Commission File Number:  1-373
                   -------------                                  -----

                             RHI HOLDINGS, INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

          Delaware                                   34-1545939
------------------------------                    -------------------
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification No.)

Washington Dulles International Airport
 300 West Service Road, P.O. Box 10803
         Chantilly, Virginia                              20153
----------------------------------------                ----------
(Address of principal executive offices)                (Zip Code)

               (703) 478-5800
----------------------------------------------------
(Registrant's Telephone number, including area code)

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

                                                     Name of each exchange
Title of each class                                  on which registered 
-----------------------------------------------      ---------------------

11 7/8% Senior Subordinated Debentures Due 1999      New York Stock Exchange
-----------------------------------------------      -----------------------

Securities registered pursuant to Section 12(g) of the Act:  None
                                                             ----

     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
                                                          ----   ----

<PAGE>
AMENDMENT
---------

     The primary purpose of this Amendment is to provide an Exhibit listing
which incorporates by reference the December 31, 1996 Form 10-K recently
filed by Shared Technologies Fairchild Inc., who has a fiscal year which
differs from the Registrant's.  (See new Exbigit 99(c)).  The Registrant
holds a significant equity investment interest in Shared Technologies
Fairchild Inc.  Other minor modifications to Exhibit 10(a)(xi), Exhibit
10(a)(xii), Exhibit 10(a)(h) and Exhibit 10(a)(i) have been made.  The full
exhibit index is being provided.

ITEM 14. EXHIBITS:
------------------

3.         Articles of Incorporation and By-Laws, as amended.

4(a)       Indenture between Rexnord Acquisition Corp ("RAC") and Irving
           Trust Company dated as of March 2, 1987, pursuant to which RAC's
           Senior Subordinated Debentures due 1990 (the "Rexnord Senior
           Debentures") were issued (the "Rexnord Senior Indenture"), and
           specimen of Rexnord Senior Debenture (incorporated by reference
           from the 1987 10-K).

4(b)       First Supplemental Indenture between Rexnord Inc. ("Rexnord") 
           (as successor to RAC) and Irving Trust Company dated as of July
           1, 1987, to the Rexnord Senior Indenture (incorporated by 
           reference to Registration Statement No. 33-15359 on Form S-2).

4(c)       Second Supplemental Indenture between Rexnord Holdings, Inc.,
           now known as RHI Holdings, Inc. ("RHI") (as successor to Rexnord)
           and Irving Trust Company dated as of August 16, 1988, to the
           Rexnord Senior Indenture (incorporated by reference to the 1988
           10-K).

4(d)       Securities Purchase Agreement dated as of March 2, 1987, by and
           among Registrant, RAC and each of the Purchasers of the Senior
           Subordinated Debentures and other securities (incorporated by
           reference from Exhibit 4(k) of the Registration Statement on Form
           S-2 of Banner Industries, Inc. filed with the Securities and
           Exchange Commission on June 26, 1987 (No. 33-15359)).

4(e)       Registration Rights Agreement dated as of March 2, 1987 by and
           among Registrant, RAC and each of the Purchasers of the Senior
           Subordinated Debentures and other securities (incorporated by
           reference to Exhibit 4(d) of Report on Form 8-K of Banner
           Industries, Inc., filed with the Securities and Exchange
           Commission on March 17, 1987).

4(f)       Indenture between Rex-PT, Inc. ("Rex-PT") and Irving Trust
           Company dated as of August 15, 1988, pursuant to which Rex-PT
           Senior Subordinated Notes due 1988 ("Rex-PT Notes") were issued,
           and specimen of Rex-PT Note (incorporated by reference from
           Registrant's Report on Form 8-K dated August 16, 1988).

4(g)       Indenture between Rexnord and First Wisconsin Trust Company 
           dated as of June 1, 1983 (The "Rexnord Indenture"), First
           Supplemental Indenture between Rexnord and First Wisconsin 
           Trust Company dated as of October 1, 1984, to the Rexnord
           Indenture, pursuant to which Rexnord's Debentures due 1994
           (the "Rexnord Debentures") were issued, and specimen of 
           Rexnord Debenture (incorporated by reference to Form 8-A of
           Rexnord dated October 3, 1984).

4(h)       Second Supplemental Indenture among Rexnord, RHI and First
           Wisconsin Trust Company dated as of August 16, 1988, to
           the Rexnord Indenture (incorporated by reference to the 1988
           10-K).

4(i)       Indenture dated as of November 1, 1982, between Fairchild 
           Industries, Inc. ("Fairchild") and Continental Illinois National 
           Bank and Trust Company of Chicago, pursuant to which certain debt
           securities of Fairchild were issued (incorporated by reference to
           Registration Statement No. 2-80009 on Form S-3).

4(j)       Indenture dated as of January 1, 1978, between Fairchild and 
           Bankers Trust Company, pursuant to which Fairchild's 9-3/4%
           Subordinated Debentures due April 1, 1988 were issued
           (incorporated by reference to Registration Statement No. 2-60451
           on Form S-7).

10(a)      Restated and Amended Credit Agreement dated as of July 27, 1992
           (incorporated by reference in the 1993 10-K).

10(a)(i)   Amendment No. 1 dated as of June 30, 1993 to Restated and
           Amended Credit Agreement dated as of July 27, 1992 (incorporated
           by reference in the 1993 10-K).

10(a)(ii)  Amendment No. 2, dated as of October 1, 1993, to Restated and
           Amended Credit Agreement dated as of July 27, 1992 (incorporated
           by reference in the 1994 10-K).

10(a)(iii) Amendment No. 3, dated as of December 23, 1993, to Restated
           and Amended Credit Agreement dated as of July 27, 1992
           (incorporated by reference in the 1994 10-K).

10(a)(iv)  Amendment No. 4, dated as of March 31, 1994, to Restated
           and Amended Credit Agreement dated as of July 27, 1992
           (incorporated by reference in the 1994 10-K).

10(a)(v)   Amendment No. 5, dated as of July 29, 1994, Restated and
           Amended Credit Agreement dated as of July 27, 1992
           (incorporated by reference in the 1995 10-K).

10(a)(vi)  Amendment No. 6, dated as of October 15, 1994, to Restated and
           Amended Credit Agreement dated as of July 27, 1992
           (incorporated by reference in the 1995 10-K).

10(a)(vii) Amendment No. 7, dated as of January 18, 1995, to Restated and
           Amended Credit Agreement dated as of July 27, 1992
           (incorporated by reference in the 1995 10-K).

10(a)(viii)Amendment No. 8, dated as of February 15, 1995, to Restated and
           Amended Credit Agreement dated as of July 27, 1992
           (incorporated by reference in the 1995 10-K).

10(a)(ix)  Amendment No. 9, dated as of May 25, 1995, to Restated and
           Amended Credit Agreement dated as of July 27, 1992
           (incorporated by reference in the 1995 10-K).

10(a)(x)   Amendment No. 10, dated as of June 30, 1995, to Restated and
           Amended Credit Agreement dated as of July 27, 1992
           (incorporated by reference in the 1995 10-K).

10(a)(xi)  Amendment No. 11, dated as of September 6, 1995, to Restated and
           Amended Credit Agreement dated as of July 27, 1992.

10(a)(xii) Amendment No. 12, dated as of January 22, 1996, to Restated and
           Amended Credit Agreement dated as of July 27, 1992.

10(b)      Share Purchase Agreement dated January 13, 1989, between
           Textron, Inc. and Registrant regarding sale to Textron Inc. of
           all shares of Avdel PLC held by Registrant or Rexnord Holdings
           (U.K.) PLC (incorporated by reference to the 1989 10-K).

10(c)      Form of Agreement among Registrant, Transcontinental Services
           Group, N.V., Jeffrey J. Steiner, Nathaniel de Rothschild, Robert
           P. Burrow and Daniel Lebard (incorporated by reference to
           Schedule 13D of Transcontinental Services Group N.V. dated
           January 28, 1988).

10(d)      Securities Purchase Agreement dated as of August 15, 1988, by
           and among Registrant, Rex-PT, Inc. ("Rex-PT"), Rex-PT Holdings
           Inc. ("Rex-PT Holdings") and certain Purchasers, including (i) as
           Exhibit 2, Debt Registration Rights Agreement dated as of August
           15, 1988, by and among Rex-PT and certain Purchasers, (ii) as
           Exhibit 3, Common Stock Registration Rights Agreement dated as of
           August 16, 1988, by and among Rex-PT Holdings and certain
           Purchasers, and (iii) as Exhibit 4, Stockholders' Agreement dated
           as of August 16, 1988, by and among Registrant, Rex-PT Holdings,
           RHI and certain holders of Rex-PT Holdings common stock
           (incorporated by reference to the August 16, 1988 8-K).

10(e)      Form of Securities Purchase Agreement among Rex-PT Holdings, 
           Rex-PT, Registrant and Rex-PT Investors Inc. ("Rex-PT Investors")
           (incorporated by reference to Registrant's Current Report on Form
           8-K dated September 29, 1988 (the "September 29, 1988 8-K")).

10(f)      Form of Agreement of Merger between Rex-PT Holdings and Rex-PT
           Investors (incorporated by reference to the September 29, 1988
           8-K).

10(g)      Form of Securities Purchase Agreement among Rex-PT Investors, 
           Rex-PT Holdings, Rex-PT, Registrant and certain purchasers
           (incorporated by reference to the September 29, 1988 8-K).

10(h)      Form of Stockholders' Agreement among Rex-PT Holdings, 
           Registrant, RHI and Rex-PT Investors (incorporated by reference 
to
           the September 29, 1988 8-K).

10(i)      Form of Voting Trust Agreement among certain holders of Rex-PT
           Holdings common stock (incorporated by reference to the September
           29, 1988 8-K).

10(j)      Form of Amended and Restated Common Stock Registration Rights
           Agreement among Rex-PT Holdings and certain purchasers
           (incorporated by reference to the September 29, 1988 8-K).

10(k)      Form of Common Stock Registration Rights Agreement between 
           Rex-PT Holdings and Rex-PT Investors (incorporated by reference 
           to the September 29, 1988 8-K).

10(l)      Form of Common Stock Registration Rights Agreement between 
           Rex-PT Holdings and RHI (incorporated by reference to the
           September 29, 1988 8-K).

10(m)      Form of Registration Rights Agreement between Rex-PT Holdings,
           RHI and certain purchasers (incorporated by reference to the
           September 29, 1988 8-K).

10(n)      Form of Registration Rights Agreement between Rex-PT Holdings,
           RHI and certain purchasers (incorporated by reference to the
           September 29, 1988 8-K).

10(o)      Form of Amended and Restated Stockholders' Agreement between 
           Rex-PT Holdings, Registrant, RHI and certain investors
           (incorporated by reference to the September 29, 1988
           8-K).

10(p)      Share Purchase Agreement dated October 4, 1988, by and between
           Rexnord Holdings, Registrant, ChemRex Inc. and SKW Alloys, Inc.,
           ABM Investments Ltd., SKW Bauchemie GmbH and SKW Trostberg Ag 
           (incorporated by reference to Registrant's Current Report on Form
           8-K dated November 15, 1988 (the "November 15, 1988 8-K")).

10(q)      Asset Purchase Agreement dated November 15, 1988, by and among
           RHI, ChemRex Inc. and J.W. Brett, Inc. (incorporated
           by reference to the September 29, 1988 8-K).

10(r)      Asset Purchase Agreement dated as of December 16, 1988, between 
           RHI and Ilium Industries, Inc. (the "Ilium Agreement"); Amendment
           to the Ilium Agreement dated as of February 21, 1989; and Second
           Amendment to the Ilium Agreement dated as of March 15, 1989)
           (incorporated by reference to Registrant's Current Report on Form
           8-K dated March 17, 1989).

10(s)      Agreement and Plan of Merger dated as of May 7, 1989, among
           Registrant, Specialty Fastener Holdings, Inc. and Fairchild, and 
           Amendment thereto dated May 12, 1989 (incorporated by reference
           to Registrant's Current Report on Form 8-K dated June 19, 1989).
10(t)      Assets Purchase Agreement dated May 31, 1989, among Matra S.A.,
           AERO Acquisition Corp., Registrant and Fairchild Acquisition
           Corp. ("FAC") (incorporated by reference to Exhibit (a)(10) to
           Amendment No. 2 to Tender Offer Statement on schedule 14D-1 and
           Schedule 13D of Registrant and FAC, dated May 31, 1989).

10(u)      Agreement dated as of June 28, 1992, between Banner Investments,
           Inc. and Registrant (incorporated by reference to 1992 10-K).

10(v)      Agreement dated as of June 26, 1993, between Banner Investments,
           Inc. and Registrant (incorporated by reference to 1993 10-K).

10(w)      Exchange and Standstill Agreement dated July 19, 1993, among The
           Fairchild Corporation, Registrant, RHI and Rex-PT Holdings, Inc.
           (incorporated by reference to 1993 10-K).

10(x)      Registration Rights Agreement dated July 9, 1993 between
           Rexnord Corporation and RHI (incorporated by reference to 1994
           10-K).

10(y)      Allocation Agreement dated April 13, 1993 by and among The
           Fairchild Corporation, RHI, Rex-PT Holdings, Rexnord Corporation,
           Rexnord Puerto Rico, Inc. and Rexnord
           Canada Limited (incorporated by reference to 1993 10-K).

10(z)      Trademark Purchase Agreement dated April 13, 1993 by and
           between Rexnord Corporation and RHI (incorporated by reference
           to 1993 10-K).

10(a)(a)   Purchase Agreement by and between BTR Dunlop Holdings, Inc., The
           Fairchild Corporation and Registrant dated as of December 2, 1993
           (incorporated by reference to Registrant's Current Report on
           Form 8-K dated December 23, 1993).

10(a)(b)   Agreement and Plan of Merger dated as of November 9, 1995 by and
           among The Fairchild Corporation, RHI, FII and Shared Technologies,
           Inc. ("STI Merger Agreement") (incorporated by reference from the
           Registrant's Form 8-K dated as of November 9, 1995).

10(a)(b)(i) Amendment No. 1 to STI Merger Agreement dated as of February 2,
           1996 (incorporated by reference from the Registrant's Form 8-K
           dated as of March 13, 1996).

10(a)(b)(ii) Amendment No. 2 to STI Merger Agreement dated as of February
           23, 1996 (incorporated by reference from the Registrant's Form 8-K
           dated as of March 13, 1996).

10(a)(b)(iii)  Amendment No. 3 to STI Merger Agreement dated as of March 1,
           1996 (incorporated by reference from the Registrant's Form 8-K
           dated as of March 13, 1996).


10(a)(c)   Asset Purchase Agreement dated as of January 23, 1996, between
           The Fairchild Corporation, RHI and Cincinnati Milacron, Inc.
           (incorporated by reference from the Registrant's Form 8-K dated
           as of January 26, 1996).

10(a)(d)   Credit Agreement dated as of March 13, 1996, among Fairchild
           Holding Corporation ("FHC"), Citicorp USA, Inc. and certain
           financial institutions.

10(a)(e)   Restated and Amended Credit Agreement dated as of May 27, 1996,
           (the "RHI Credit Agreement"), among RHI, Citicorp USA, Inc. and
           certain financial institutions.

10(a)(e)(i)  Amendment No. 1 dated as of July 29, 1996, to the RHI Credit
           Agreement dated as of May 27, 1996.

10(a)(f)   Restated and Amended Credit Agreement dated as of July 26, 1996,
           (the "FHC Credit Agreement"), among FHC, Citicorp USA, Inc. and
           certain financial institutions.

 10(a)(g)  Stock Exchange Agreement between The Fairchild Corporation and
           Banner Aerospace, Inc. pursuant to which the Registrant exchanged
           Harco, Inc. for shares of Banner Aerospace, Inc. (incorporated
           by reference to the Banner Aerospace, Inc. Definitive Proxy
           Statement dated and filed with the SEC on February 23, 1996
           with respect to the Special Meeting of Shareholders of
           Banner Aerospace, Inc. held on March 12, 1996).

*10(a)(h)  Employment Agreement between RHI Holdings, Inc., and Jacques
           Moskovic, dated as of December 29, 1994.

*10(a)(i)  Employment Agreement between RHI Holdings, Inc., and Jacques
           Moskovic, dated as of December 29, 1994.

21         List of subsidiaries of RHI Holdings, Inc.

27         Financial Data Schedules.

28(a)      Form 11-K Annual Report of the Rexnord Savings and Investment
           Plan for the year ended December 31, 1987 (incorporated by
           reference to 1988 Form 10-K).
99(a)      Registrant's press release, dated December 23, 1993
           (incorporated by reference to Registrant's Current Report on
           Form 8-K dated December 23, 1993).

99(b)      Financial statements, related notes thereto, financial 
           statement schedules, and Auditors' Reports of Banner Aerospace,
           Inc. for the fiscal year ended March 31, 1996 (incorporated by
           reference to Banner Aerospace, Inc.'s Form 10-K for fiscal year
           ended March 31, 1996).

99(c)      Financial statements, related notes thereto and Auditors'
           Report of Shared Technologies Fairchild Inc. for the fiscal      
           year ended December 31, 1996 (incorporated by reference to the
           Shared Technologies Fairchild Inc. Form 10-K for fiscal year
           ended December 31, 1996).

* Filed herewith

<PAGE>
                                  SIGNATURES

Pursuant to the requirements of Section 13 or 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.

                                RHI HOLDINGS, INC.

                                Registrant



                                By:  Colin M. Cohen
                                     Vice President and
                                     Chief Financial Officer

Date: May 13, 1997