THIS  AMENDMENT TO FORM 10-K IS TO REFLECT THE REVISED  SCHEDULE OF EXHIBITS AND
TO INCLUDE THE EXHIBITS WHICH WERE NOT IN APPROPRIATE FILING FORM AT THE TIME OF
THE FILING OF THE FORM 10-K, FOR THE YEAR ENDED DECEMBER 31, 1997
    

================================================================================

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

   
                                    FORM 10-K/A
    

(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, 1997                 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 ..................................... (973) 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  non-affiliates  of
the Registrant.

         Aggregate market value at March 1, 1998 amounted to $10,600,000

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, 2,947,000 shares at March 1, 1998

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual  shareholders report for the year ended December 31, 1997
are  incorporated  by  reference  into  Parts I and II.  

Portions of the proxy statement for the annual  shareholders  meeting to be held
April 29, 1998 are incorporated by reference into Part III.

================================================================================


<PAGE>

                                     PART IV

ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

      (a) (1) (2) The  list of  financial  statements  and  financial  statement
schedules by this item are included in Item 8 on page 8.

   (a)  Exhibits:
        (2) Exhibits

            2.1     --Stock  Purchase  Agreeement dated  as of July 31, 1993 and
                      amendment  thereto  dated August 27, 1993 and among Ernest
                      Hodas as trustee of the Ernest Hodas Revocable  Trust, The
                      Hodas Family Limited  Partnership,  Ernest Hodas,  Century
                      Supply Corp., Century Acquisition  Corporation and Richton
                      International Corporation

                    --Incorporated  by reference to Exhibit 2.1 to  Registrant's
                      Current  report on Form 8 for January 5, 1994

            2.2     --Agreement for the  Purchase of Assets  dated March 29,1995
                      by and among CBE Acquisition Corp., (the "Buyer"), Century
                      Supply Corp.,  Richton  International  Corporation and CBE
                      Technologies, Inc. (the "Seller")

                    --Incorporated by reference  to Exhibit 2.1 to  Registrant's
                      Current  report on Form 8-K for April 5, 1995
 

                                       9
<PAGE>

        (3) Exhibits

            3.1    --Certificate   of  Incorporation  of  Richton  International
                     Corporation 
 
                   --Incorporated by reference to Exhibit 99.1  to  Registrant's
                     Annual  Report on Form 10-K for the year ended December 31,
                     1995

            3.2    --Restated   Certificate   of   Incorporation   of  Richton
                     International  Corporation
                  
            3.3    --By laws of Richton International Corporation

                   --Incorporated  by  reference to Exhibit 99.1 to Registrant's
                     Annual  Report on Form 10-K for the year ended December 31,
                     1995
        (4) Exhibits

            4.1      --Stock Certificate (Specimen)

        (10)Exhibits --Material contracts

            10.1     --1990 Long-Term Incentive Plan

                     --Incorporated  by reference to Exhibit (b) to Registrant's
                      Annual Report on Form 10-K for the fiscal year ended April
                      30, 1990

            10.2    --Amendment to the 1990 Long Term Incentive  Plan  providing
                      for additional  150,000 shares for issuance under the Plan
        
                    --Incorporated   by    reference   to   Exhibit   10(b)   to
                      Registrant's  Annual  Report on Form 10-KSB for the fiscal
                      year ended December 31, 1994 Incorporated

            10.3    --Amendment to the 1990 Long-Term  Incentive  Plan providing
                      for additional  140,000 shares for issuance under the Plan
                    --Incorporated   by   reference    to   Exhibit   10(b)   to
                      Registrant's  Annual  Report on Form  10-K for the  fiscal
                      year ended December 31, 1996 Incorporated

   
            10.4    --Business  Loan  Agreement  with  Addendum(s)  dated  March
                      4,1998 with  Michigan  National  Bank  relating to the $30
                      million line of credit financing

            10.5    --Business Loan  Agreement  dated March 4,1998 with Michigan
                      National Bank relating to the $5 million Term Loan
 
            10.6    --Promissory  Note with Addendum for $30 million dated March
                      4, 1998.with Michigan National Bank
 
            10.7    --Promissory  Note with  Addendum for $5 million dated March
                      4, 1998 with Michigan National Bank
    
 
            10.8    --Security  Agreement  dated  March 4, 1998. with   Michigan
                      National Bank
   
            10.9    --Subordination   Agreement   dated  October  27, 1993 among
                      Michigan National Bank (the "bank"),Century  Supply  Corp.
                      (the "borrower")  and  Richton  International  Corporation
                      (the"Subordinating Creditor")

                    --Incorporated by reference to Exhibit  28.4 to Registrant's
                      Current  report on Form 8 for January 5, 1994

            10.10   --Subordination  Agreement  dated   October  27, 1993  among
                      Michigan National Bank (the "bank"), Richton International
                      Corporation  and  Ernest  Hodas,  as Trustee of the Ernest
                      Hodas Revocable Trust (the "Trustee") and the Hodas Family
                      Limited   Partnership")  and  Ernest  Hodas  (collectively
                      referred to a "Subordinating Creditor")

                    --Incorporated  by reference to Exhibit 28.5 to Registrant's
                      Current  report on Form 8 for January 5, 1994

            10.11   --Non-Competition   and   Non-Disclosure   Agreement   dated
                      October 27, 1993 by and between Ernest Hodas  and  Century
                      Supply Corp.
 
                    --Incorporated  by reference to Exhibit 2.3 to  Registrant's
                      Current  report on Form 8 for January 5, 1994
                
            10.12   --Consulting Agreement dated October 27, 1993 by and between
                      Century Supply Corp. and Ernest Hodas
             
                    --Incorporated  by  reference to Exhibit 2.4 to Registrant's
                      Current  report on Form 8 for January 5, 1994


                                       10
<PAGE>

            10.13   --Guaranty  dated  October 27, 1993 by Richton International
                      Corporation   in  favor  of  the  Hodas   Family   Limited
                      Partnership  and  Ernest  Hodas,  as Trustee of the Ernest
                      Hodas Revo-cable Trust and Ernest Hodas

                    --Incorporated by reference to Exhibit  2.6 to  Registrant's
                      Current  report on Form 8 for January 5, 1994
                     
            10.14   --Subordination  Agreement  dated  October 27, 1993  between
                      Michigan   National  Bank,   Century  Supply  Corp.   (the
                      "borrower"),  Ernest Hodas, as Trustee of the Ernest Hodas
                      Revocable  Trust and the Hodas Family Limited  Partnerhsip
                      and   Ernest   Hodas   (collectively    referred   to   as
                      "Subordinating creditor")

                    --Incorporated  by reference to Exhibit 28.6 to Registrant's
                      Current  report on Form 8 for January 5, 1994
                    
            10.15   --Series A  Warrant  to  Purchase  236,250  shares of Common
                      Stock of  Richton  International Corporation
                    
                    --Incorporated  by reference to Exhibit 28.9 to Registrant's
                      Current  report on Form 8 for January 5, 1994 
                    
            10.16   --Subordinated  Note issued by Richton  International  Corp.
                      dated  October  26,  1993 to Mr.  Fred R.  Sullivan in the
                      principal amount of $1,181,250.

                    --Incorporated by reference to Exhibit 28.10 to Registrant's
                      Current  report on Form 8 for January 5, 1994
                      
            10.17   --Subordinated   Promissory   Note   for  $1.0 million dated
                      March 29, 1995   between   CBE  Acquisition Corp. and  CBE
                      Liquidating Corp.

                    --Incorporated  by reference to Exhibit 2.2 to  Registrant's
                      Current  report on Form 8K for April 5, 1995
                    
            10.18   --Subordinated   Promissory  Note  for  $1.0  million  dated
                      March  29, 1995  between Richton International Corporation
                      and Fred R. Sullivan

                    --Incorporated  by reference to Exhibit 2.3 to  Registrant's
                      Current  report on Form 8K for April 5, 1995

            10.19   --Guaranty  dated March 29,  1995 by  Richton  International
                      Corp. in favor of the CBE  Liquidating 
 
                    --Incorporated  by reference  to Exhibit 2.4 to Registrant's
                      Current report on Form 8K for April 5, 1995
                     
            10.20   --Guaranty  dated March 29, 1995 by Century  Supply Corp. in
                      in favor of the CBE Liquidating Corp.
                   
                    --Incorporated  by reference to Exhibit 2.5 to  Registrant's
                      Current report on Form 8K for April 5, 1995 (11) Exhibit

            11.1    --Calculation of earnings per share

                    --Incorporated  by  reference  to  Footnote  11 to  Notes to
                      Consolidated  Financial  Statements of Registrant's Annual
                      Report on Form 10- K for the year ended December 31, 1997

        (21)Exhibits--Subsidiaries of the Registrant

        (99)Exhibits--Other

            99.1    --Fairness  Opinion  received  from  Quirk,  Carson & Pettit
                      relating to the $1.0 million the promissory note agreement
                      between F.R. Sullivan and the Registrant

                    --Incorporated  by reference to Exhibit 99.1 to Registrant's
                      Annual Report on Form 10-K for the year ended December 31,
                      1995

            99.2    --Fairness  Opinion  received  from  Quirk,  Carson & Pettit
                      relating to the $1.0 million the promissory note agreement
                      between F.R. Sullivan and the Registrant

                    --Incorporated  by reference to Exhibit 99.1 to Registrant's
                      Annual Report on Form 10-K for the year ended December 31,
                      1995

        (b) Reports on Form 8-K 
            None.


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