<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                                 AMENDMENT NO. 2

         (Mark One)

         [X]  Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (Fee Required)

         For the fiscal year ended January 31, 1996

         [ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)

         For the transition period from _______ to ________.

         Commission File No. 1-7062

                               REALTY REFUND TRUST
--------------------------------------------------------------------------------
             (Exact Name of Registrant as specified in its Charter)

              OHIO                                     34-6647590
--------------------------------------------------------------------------------
(State or Other Jurisdiction of                   (I.R.S. Employer
Incorporation or Organization)                    Identification Number)

1385 Eaton Center, Cleveland, Ohio               44114
--------------------------------------------------------------------------------
(Address of Principal Executive Office)             (ZIP Code)

                                 (216) 771-7663
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

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

TITLE OF EACH CLASS                  NAME OF EXCHANGE ON WHICH REGISTERED
-------------------                  ------------------------------------

Shares of Beneficial
Interest                             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 
                                              ---     ---

                       [Cover Continued on Following Page]


<PAGE>   2



      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 voting stock held by non-affiliates of the
Registrant as of March 10, 1997: $ 4,202,782.
                                 ------------

      Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date: 1,020,586
                                                            ---------

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's 1996 Annual Report to Shareholders -- Part II.


<PAGE>   3



                                     PART II

                                     PART IV

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

      (a)      1.       See the Index to Financial Statements set forth on
                        page 21 of the Registrant's Annual Report on Form
                        10-K for the fiscal year ended January 31, 1996, for
                        a list of financial statements and financial
                        schedules included or incorporated herein by
                        reference.

               2.1      The Financial Statements of Riverview Tower Limited
                        Partnership, a borrower of the Registrant (which
                        financial statements were audited by such borrower's
                        auditors), are set forth as Exhibit 99(b) hereto.

               2.2      The Financial Statements of Pacific Place Partners,
                        LTD., a borrower of the Registrant (which financial
                        statements were audited by such borrower's auditors),
                        are set forth as Exhibit 99(c) to the Registrant's
                        Annual Report on Form 10-K for the fiscal year ended
                        January 31, 1996.

               3.       The exhibits filed as part of this report are set forth
                        on the Exhibit Index on pages 3 through 7 hereof and
                        each management contract or compensatory plan or
                        arrangement required to be filed as an exhibit hereto
                        has been marked with an asterisk on the Exhibit Index.

      (b)      No current reports on Form 8-K were filed during the last quarter
               of fiscal year 1996.

                                        1


<PAGE>   4



                                   SIGNATURES

      Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:  April 17, 1997                         REALTY REFUND TRUST



                                              By: /s/James H. Berick
                                                  ---------------------------
                                              Name:  James H. Berick
                                              Title:  President

                                        2


<PAGE>   5




                                Index of Exhibits
                                -----------------

Exhibit
Number
------

3(a)           First Amended and Restated Declaration of Trust
               (incorporated by reference to Exhibit 3.1 of Registration
               Statement No. 2-40238 effective June 17, 1971).

3(b)           By-Laws (incorporated by reference to Exhibit 3.2 of the
               Registrant's Current Report on Form 8-K dated February 12, 1985
               and filed with the Securities and Exchange Commission on February
               13, 1985).

10(a)*         Form of Advisory Agreement between the Registrant and the Advisor
               (incorporated by reference to Exhibit 12.1 of Registration
               Statement No. 2-40238 effective June 17, 1971).

10(b)*         Amendment dated June 1, 1987 to Advisory Agreement between
               Registrant and the Advisor (incorporated by reference to Exhibit
               10(b) of the Registrant's Form 10-K for the fiscal year ended
               January 31, 1994).

10(c)*         Amendment dated June 1, 1988 to Advisory Agreement between the
               Registrant and the Advisor (incorporated in Exhibit 10(c) of the
               Registrant's Form 10-K for fiscal year ended January 31, 1995).

10(d)*         Amendment dated June 1, 1989 to Advisory Agreement between the
               Registrant and the Advisor (incorporated by reference to Exhibit
               10(d) of the Registrant's Form 10-K for the fiscal year ended
               January 31, 1990).

10(e)*         Amendment dated June 1, 1990 to Advisory Agreement between the
               Registrant and the Advisor (incorporated by reference to Exhibit
               10(e) of the Registrant's Form 10-K for the fiscal year ended
               January 31, 1991).

10(f)*         Amendment dated June 1, 1991 to Advisory Agreement between the
               Registrant and the Advisor (incorporated by reference to Exhibit
               10(f) of the Registrant's Form 10-K for the fiscal year ended
               January 31, 1992).

10(g)*         Amendment dated June 1, 1992 to Advisory Agreement between the
               Registrant and the Advisor (incorporated by reference to Exhibit
               10(g) of the Registrant's Form 10-K for the fiscal year ended
               January 31, 1993).

                                        3


<PAGE>   6




10(h)*         Amendment dated June 1, 1993 to Advisory Agreement between the
               Registrant and the Advisor (incorporated by reference to Exhibit
               10(h) of the Registrant's Form 10-K for the fiscal year ended
               January 31, 1994).

10(i)*         Amendment dated June 1, 1994 to Advisory Agreement between the
               Registrant and the Advisor (incorporated by reference to Exhibit
               10(i) of Registrant's Form 10-K for fiscal year ended January 31,
               1995).

10(j)*         Amendment dated June 1, 1995 to Advisory Agreement between the
               Registrant and the Advisor.(1)

10(k)          Credit Agreement dated July 18, 1990 between the Registrant and
               the Bank (incorporated by reference to Exhibit 10(f) of the
               Registrant's Form 10-K for the fiscal year ended January 31,
               1991).

10(l)          Extension Agreement dated June 27, 1991 to Credit Agreement
               between the Registrant and the Bank (incorporated by reference to
               Exhibit 10(g) of the Registrant's Form 10-K for the fiscal year
               ended January 31, 1992).

10(m)          Amendment and Waiver Agreement dated as of July 7, 1992 to Credit
               Agreement between the Registrant and the Bank (incorporated by
               reference to Exhibit 10.5 of the Registrant's Current Report on
               Form 8-K dated March 16, 1993 and filed with the Securities and
               Exchange Commission on March 24, 1993).

10(n)          Security Agreement (Promissory Notes) dated as of July 7, 1992
               between Registrant and the Bank (incorporated by reference to
               Exhibit 10.6 of the Registrant's Current Report on Form 8-K dated
               March 16, 1993 and filed with the Securities and Exchange
               Commission on March 24, 1993).

10(o)          Second Amendment dated March 16, 1993 to Credit Agreement between
               the Registrant and the Bank (incorporated by reference to Exhibit
               10.2 of the Registrant's Current Report on Form 8-K dated March
               16, 1993 and filed with the Securities and Exchange Commission on
               March 24, 1993).

10(p)          Third Amendment dated as of July 28, 1994 between the Registrant
               and the Bank (incorporated by reference to Exhibit 10(o) of the
               Registrant's Form 10-K for the fiscal year ended January 31,
               1995).

                                        4


<PAGE>   7




10(q)          Security Agreement (Promissory Notes) dated as of March 16, 1993
               between Registrant and the Bank (incorporated by reference to
               Exhibit 10.4 of the Registrant's Current Report on Form 8-K dated
               March 16, 1993 and filed with the Securities and Exchange
               Commission on March 24, 1993).

10(r)          Fourth Amendment dated as of July 27, 1995 between the Registrant
               and the Bank.(1)

10(s)          Fifth Amendment dated as of January 29, 1996 between Registrant
               and the Bank.(1)

10(t)          Sixth Amendment dated April 16, 1996 between Registrant and the
               Bank.(1)

10(u)          Security Agreement (Inventory, Receivables and Equipment) dated
               as of March 16, 1993 between Registrant and Bank (incorporated by
               reference to Exhibit 10.3 of the Registrant's Current Report on
               Form 8-K dated March 16, 1993 and filed with the Securities and
               Exchange Commission on March 24, 1993).

10(v)          Secured Note Purchase Agreement dated March 16, 1993 between the
               Registrant and Alan M. Krause (incorporated by reference to
               Exhibit 10.1 of the Registrant's Current Report on Form 8-K dated
               March 16, 1993 and filed with the Securities and Exchange
               Commission on March 24, 1993).

10(w)*         Employment Agreement dated January 22, 1990 between the
               Registrant and Alan M. Krause (incorporated by reference to
               Exhibit 10(i) of the Registrant's Form 10-K for the fiscal year
               ended January 31, 1992).

10(x)*         Amendment No. 1 dated June 1, 1990 to Employment Agreement
               between the Registrant and Alan M. Krause (incorporated by
               reference to Exhibit 10(j) of the Registrant's Form 10-K for the
               fiscal year ended January 31, 1992).

10(y)*         Amendment No. 2 dated June 1, 1991 to Employment Agreement
               between the Registrant and Alan M. Krause (incorporated by
               reference to Exhibit 10(k) of the Registrant's Form 10-K for the
               fiscal year ended January 31, 1992).

10(z)*         Amendment No. 3 dated June 1, 1992 to Employment Agreement
               between the Registrant and Alan M. Krause (incorporated by
               reference to Exhibit 10(s) of the Registrant's Form 10-K for the
               fiscal year ended January 31, 1993).

                                        5


<PAGE>   8



10(aa)*        Amendment No. 4 dated June 1, 1993 to Employment Agreement
               between the Registrant and Alan M. Krause (incorporated by
               reference to Exhibit 10(u) of the Registrant's Form 10-K for the
               fiscal year ended January 31, 1994).

10(bb)*        Amendment No. 5 dated June 1, 1994 to Employment Agreement
               between the Registrant and Alan M. Krause (incorporated by
               reference to Exhibit 10(x) of the Registrant's Form 10-K for the
               fiscal year ended January 31, 1995).

10(cc)*        Amendment No. 6 dated June 1, 1995 to Employment Agreement
               between Registrant and Alan M. Krause.(1)

10(dd)*        Employment Agreement dated January 22, 1990 between the
               Registrant and James H. Berick (incorporated by reference to
               Exhibit 10(l) of the Registrant's Form 10-K for the fiscal year
               ended January 31, 1992).

10(ee)*        Amendment No. 1 dated June 1, 1990 to Employment Agreement
               between the Registrant and James H. Berick (incorporated by
               reference to Exhibit 10(m) of the Registrant's Form 10-K for the
               fiscal year ended January 31, 1992).

10(ff)*        Amendment No. 2 dated June 1, 1991 to Employment Agreement
               between the Registrant and James H. Berick (incorporated by
               reference to Exhibit 10(n) of the Registrant's Form 10-K for the
               fiscal year ended January 31, 1992).

10(gg)*        Amendment No. 3 dated June 1, 1992 to Employment Agreement
               between the Registrant and James H. Berick (incorporated by
               reference to Exhibit 10(w) of the Registrant's Form 10-K for the
               fiscal year ended January 31, 1993).

10(hh)*        Amendment No. 4 dated June 1, 1993 to Employment Agreement
               between the Registrant and James H. Berick (incorporated by
               reference to Exhibit 10 (z) of the Registrant's Form 10-K for the
               fiscal year ended January 31, 1994).

10(ii)*        Amendment No. 5 dated June 1, 1994 to Employment Agreement
               between the Registrant and James H. Berick (incorporated by
               reference to Exhibit 10(dd) of the Registrant's Form 10-K for the
               fiscal year ended January 31, 1995).

                                        6


<PAGE>   9


10(jj)*        Amendment No. 6 dated June 1, 1995 to Employment Agreement
               between the Registrant and James H. Berick.(1)

13             The Registrant's 1996 Annual Report.(1)

23             Consent of Independent Public Accountants.(1)

24             Powers of Attorney.(1)

27**           Financial Data Schedule.(1)

99(a)          Notice of Annual Meeting and Proxy Statement dated April 5, 1996
               and Supplement to Proxy Statement dated April 11, 1996.(1)

99(b)          Financial Statements of Riverview Tower Limited Partnership as at
               December 31, 1993, 1994 and 1995.

99(c)          Financial Statements of Pacific Place Partners, Ltd. as at
               December 31, 1994 and 1995.(1)

*Management contract or compensatory plan or arrangement required to be filed as
an exhibit hereto.

**Filed only in electronic format pursuant to Item 601(b)(27) of Regulation S-K.

(1)Previously filed.

                                        7