SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-KSB/A

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

                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996

                                       OR

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

                  FOR THE TRANSITION PERIOD FROM ________ TO ________

                          COMMISSION FILE NO. 0-16293

                               LANXIDE CORPORATION

              (EXACT NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

                DELAWARE                                51-0270253
     (STATE OR OTHER JURISDICTION OF                 (I.R.S. EMPLOYER 
     INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NO.) 
     
      1300 MARROWS ROAD, NEWARK, DE                        19714
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)

                                 (302) 456-6200
                 ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE
   
          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                              TITLE OF EACH CLASS
                              ___________________

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
               SERIES A PREFERRED STOCK, PAR VALUE $.01 PER SHARE
                                 UNIT WARRANTS
                                     UNITS

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

                                      NONE

Check whether the Issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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.
                       [ X ] Yes         [   ] No

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB.  [ X ]

Issuer's revenues for its most recent fiscal year were $18,609,000.

The aggregate market value of the voting stock held by non-affiliates at
December 13, 1996, valued by reference to the bid price of such stock, was
$8,952,435.

Number of shares of Common Stock outstanding as of December 13, 1996: 1,325,595

Transitional Small Business Disclosure Format (check one):
                       [   ] Yes         [ X ] No


                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



                                                  LANXIDE CORPORATION



Date:  February 20, 1997                By:       /s/Robert J. Ferris
                                             ________________________________
                                             Robert J. Ferris
                                             Vice President - Administration
                                             Secretary and Treasurer
                                             (Duly Authorized Officer and
                                             Principal Accounting Officer)