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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   
                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

                                       OR

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

                         Commission File Number 1-10177

                         WINDMERE-DURABLE HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

               Florida                              59-1028301
    (State or other jurisdiction of      (I.R.S. Employer Identification
     incorporation or organization)                  Number)

5980 Miami Lakes Drive, Miami Lakes, Florida          33014
(Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code: (305) 362-2611

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

Title of each class                Name of each exchange on which registered
-------------------                -----------------------------------------
Common Stock $.10 Par Value        New York Stock Exchange
Special Preferred Stock Rights     New York Stock Exchange
Common Stock Purchase Rights       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 


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for the past 90 days. Yes  X  No
                          ---     ---

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation 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. [ ]

         As of March 24, 1997, the aggregate market value of the voting stock
(based on the closing price as reported by NYSE of $14.375) held by
non-affiliates of the Registrant was approximately $213,387,800.

         APPLICABLE ONLY TO CORPORATE REGISTRANTS: Indicate the number of shares
outstanding of each of the Registrant's classes of common stock, as of the
latest practicable date.

                        17,475,038 Shares of Common Stock
                 (as of the close of business on March 24, 1997)
















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                                     PART IV

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

(a)1.  FINANCIAL STATEMENTS


















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         The following consolidated financial statements of Windmere-
         Durable Holdings, Inc. and subsidiaries are incorporated by
         reference in PART II, ITEM 8:


         AUDITOR'S REPORT                             Exhibit 13


         CONSOLIDATED BALANCE SHEETS AS OF
         DECEMBER 31, 1996 AND 1995                   Exhibit 13

         CONSOLIDATED STATEMENTS OF OPERATIONS
         YEARS ENDED DECEMBER 31, 1996, 1995
         AND 1994                                     Exhibit 13

         CONSOLIDATED STATEMENTS OF
         STOCKHOLDERS' EQUITY - THREE YEARS ENDED
         DECEMBER 31, 1996                            Exhibit 13

         CONSOLIDATED STATEMENTS OF
         CASH FLOWS - YEARS ENDED
         DECEMBER 31, 1996, 1995 AND 1994             Exhibit 13

         NOTES TO CONSOLIDATED FINANCIAL
         STATEMENTS                                   Exhibit 13

2.       FINANCIAL STATEMENT SCHEDULES

         AUDITOR'S REPORT                             

         SCHEDULE II -  VALUATION AND QUALIFYING
                        ACCOUNTS AND RESERVES -
                        YEARS ENDED DECEMBER 31,
                        1996, 1995 AND 1994           

Individual financial statements of the Company have been omitted since
consolidated financial statements have been presented, and all subsidiaries
included in the consolidated financial statements are wholly-owned. All other
schedules have been omitted since the required information is not present or not
present in amounts sufficient to require submission of the schedule or because
the information required is included in the consolidated financial statements or
the notes thereto.

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3.       EXHIBITS

(3)      Articles of Incorporation and By-Laws.

3.1      Amended and Restated Articles of Incorporation of the Company filed
         with the Florida Secretary of State on May 17, 1984. Incorporated by
         reference to the Company's Annual Report on Form 10-K for the year
         ended December 31, 1984.

3.2      Articles of Amendment to the Articles of Incorporation of the Company
         filed with the Florida Secretary of State on May 16, 1986. Incorporated
         by reference to the Company's Annual Report on Form 10-K for the year
         ended December 31, 1986.

3.3      Articles of Amendment to the Articles of Incorporation of the Company
         filed with the Florida Secretary of State on June 23, 1986.
         Incorporated by reference to the Company's Annual Report on Form 10-K
         for the year ended December 31, 1987.

3.4      By-Laws as amended through October 11, 1991. Incorporated by reference
         to the Company's Annual Report on Form 10-K for the year ended December
         31, 1991.

3.5      Amendment to October 11, 1991 By-Laws. Incorporated by reference to the
         Company's Annual Report on Form 10-K for the year ended December 31,
         1992.

3.6      Articles of Amendment to the Amended and Restated Articles of
         Incorporation of the Company filed with the Florida Secretary of State
         on June 21, 1996. Filed herewith.

(10)     Material Contracts

     EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

10.1     Employment Agreement dated as of January 27, 1983, between Belvin
         Friedson and the Company. Incorporated by reference to the Company's
         Annual Report on Form 10-K for the year ended December 31, 1982.

10.2     Employment Agreement, First Amendment, dated as of February 27, 1987,
         between Belvin Friedson and the Company. Incorporated by


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         reference to the Company's Annual Report on Form 10-K for the year
         ended December 31, 1986.

10.3     Employment Agreement, Second Amendment, dated as of December 16, 1992,
         between Belvin Friedson and the Company. Incorporated by reference to
         the Company's Annual Report on Form 10-K for the year ended December
         31, 1992.

10.4     Employment Agreements dated as of July 18, 1983, between David M.
         Friedson, Barbara Friedson Garrett and Arnold Thaler, respectively, and
         the Company. Incorporated by reference to the Company's Annual Report
         on Form 10-K for the year ended December 31, 1983.

10.5     Employment Agreement, First Amendment, dated as of January 17, 1985,
         between David M. Friedson and the Company. Incorporated by reference to
         the Company's Annual Report on Form 10-K for the year ended December
         31, 1984.

10.6     Employment Agreement, Second Amendment and Nonqualified Stock Option,
         dated as of September 30, 1985, between David M. Friedson and the
         Company. Incorporated by reference to the Company's Annual Report on
         Form 10-K for the year ended December 31, 1985.

10.7     Employment Agreement (Third Amendment) and Nonqualified Stock Option
         (First Amendment) dated as of October 28, 1987, between David M.
         Friedson and the Company. Incorporated by reference to the Company's
         Annual Report on Form 10-K for the year ended December 31, 1987.

10.8     Employment Agreement (Fourth Amendment) and Nonqualified Stock Option
         (Second Amendment) dated as of October 26, 1987, between David M.
         Friedson and the Company. Incorporated by reference to the Company's
         Annual Report on Form 10-K for the year ended December 31, 1987.

10.9     Employment Agreement (Fifth Amendment) dated as of December 16, 1992,
         between David M. Friedson and the Company. Incorporated by reference to
         the Company's Annual Report on Form 10-K for the year ended December
         31, 1992.


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10.10    Nonqualified Stock Option dated as of January 5, 1987, granted by the
         Company to Barbara Friedson Garrett. Incorporated by reference to the
         Company's Annual Report on Form 10-K for the year ended December 31,
         1986.

10.11    Employment Agreement (First Amendment) and Nonqualified Stock Option
         (First Amendment) dated as of October 26, 1987, between Barbara
         Friedson Garrett and the Company. Incorporated by reference to the
         Company's Annual Report on Form 10-K for the year ended December 31,
         1987.

10.12    Employment Agreement (Second Amendment) and Nonqualified Stock Option
         (Second Amendment) dated as of October 26, 1987 between Barbara
         Friedson Garrett and the Company. Incorporated by reference to the
         Company's Annual Report on Form 10-K for the year ended December 31,
         1987.

10.13    Employment Agreement (Third Amendment) dated as of December 16, 1992,
         between Barbara Friedson Garrett and the Company. Incorporated by
         reference to the Company's Annual Report on Form 10-K for the year
         ended December 31, 1992.

10.14    Nonqualified Stock Option dated as of January 5, 1987, granted by the
         Company to Arnold Thaler. Incorporated by reference to the Company's
         Annual Report on Form 10-K for the year ended December 31, 1986.

10.15    Employment Agreement (First Amendment) and Nonqualified Stock Option
         (First Amendment) dated as of October 26, 1987 between Arnold Thaler
         and the Company. Incorporated by reference to the Company's Annual
         Report on Form 10-K for the year ended December 31, 1987.

10.16    Employment Agreement (Second Amendment) and Nonqualified Stock Option
         (Second Amendment) dated as of October 26, 1987 between Arnold Thaler
         and the Company. Incorporated by reference to the Company's Annual
         Report on Form 10-K for the year ended December 31, 1987.

10.17    Employment Agreement (Third Amendment) dated as of December 16, 1992,
         between Arnold Thaler and the Company. Incorporated by reference to the
         Company's Annual Report on Form 10-K for the year ended December 31,
         1992.

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10.18    Employment Agreement dated May 31, 1987, between Robert Gorman and the
         Company. Incorporated by reference to the Company's Annual Report on
         Form 10-K for the year ended December 31, 1987.

10.19    Employment Agreement (First Amendment) dated as of December 16, 1992,
         between Robert Gorman and the Company. Incorporated by reference to the
         Company's Annual Report on Form 10-K for the year ended December 31,
         1992.

10.20    1982 Employees Incentive Stock Option Plan. Incorporated by reference
         to Exhibit 4 to Post-Effective Amendment No. 1 to the Company's Form
         S-8 Registration Statement No. 2-92540.

10.21    Amendment to 1982 Employees Incentive Stock Option Plan. Incorporated
         by reference to the Company's Annual Report on Form 10-K for the year
         ended December 31, 1987.

10.22    1992 Employees Incentive Stock Option Plan. Incorporated by reference
         to the Company's Annual Report on Form 10-K for the year ended December
         31, 1992.

10.23    Employment Agreement dated as of October 26, 1987 between Burton A.
         Honig and the Company. Incorporated by reference to the Company's
         Annual Report on Form 10-K for the year ended December 31, 1987.

10.24    Employment Agreement (First Amendment) dated as of December 16, 1992,
         between Burton A. Honig and the Company. Incorporated by reference to
         the Company's Annual Report on Form 10-K for the year ended December
         31, 1992.

10.25    Consulting Agreement dated January 1, 1989 between Mr. Lai Kin,
         Chairman of Durable, and the Company. Incorporated by reference to the
         Company's Annual Report on Form 10-K for the year ended December 31,
         1988.

10.26    Employment Agreement dated January 3, 1989, between Harry Schulman and
         the Company. Incorporated by reference to the Company's Annual Report
         on Form 10-K for the year ended December 31, 1988.


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10.27    Employment Agreement (First Amendment) dated as of June 4, 1990,
         between Harry Schulman and the Company. Incorporated by reference to
         the Company's Annual Report on Form 10-K for the year ended December
         31, 1992.

10.28    Employment Agreement (Second Amendment) dated as of December 16, 1992,
         between Harry Schulman and the Company. Incorporated by reference to
         the Company's Annual Report on Form 10-K for the year ended December
         31, 1992.

10.29    1988 Director Stock Option Plan. Incorporated by reference to the
         Company's Annual Report on Form 10-K for the year ended December 31,
         1988.

10.30    1989 Employees 401(k) Profit Sharing Plan and Trust. Incorporated by
         reference to the Company's Annual Report on Form 10-K for the year
         ended December 31, 1989.

10.31    Consulting Agreement, dated March 30, 1987, between Paragon Industries,
         Paragon Sales, Inc., William Weber, Jacqueline K. Weber and the
         Company. Incorporated by reference to the Company's Annual Report on
         Form 10-K for the year ended December 31, 1990.

10.32    Amendment to Consulting Agreement, dated May 29, 1990, between Paragon
         Industries, Paragon Sales, Inc., William Weber, Jacqueline K. Weber and
         the Company. Incorporated by reference to the Company's Annual Report
         on Form 10-K for the year ended December 31, 1990.

10.33    Second Amended and Restated Employment Agreement dated January 1, 1991,
         between David O'Neill and the Company. Incorporated by reference to the
         Company's Annual Report on Form 10-K for the year ended December 31,
         1991.

10.34    Second Amended and Restated Employment Agreement (First Amendment)
         dated December 16, 1992, between David O'Neill and the Company.
         Incorporated by reference to the Company's Annual Report on Form 10-K
         for the year ended December 31, 1992.





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OTHER MATERIAL CONTRACTS

10.35    Installment Purchase Contract dated as of May 1, 1985, between the Dade
         County Industrial Development Authority and the Company. Incorporated
         by reference to the Company's Annual Report on Form 10-K for the year
         ended December 31, 1985.

10.36    Asset Purchase Agreement dated September 30, 1988 between Sally Beauty
         Company, Alberto-Culver Company, the Company and certain of the
         Company's affiliates. Incorporated by reference to the Company's Annual
         Report on Form 10-K for the year ended December 31, 1988.

10.37    Joint Venture Agreement, dated March 30, 1987, between Paragon Sales,
         Inc., William Weber, Jacqueline K. Weber and the Company. Incorporated
         by reference to the Company's Annual Report on Form 10-K for the year
         ended December 31, 1990.

10.38    Amendment to Joint Venture Agreement, dated May 29, 1990, between
         Paragon Sales, Inc., William Weber, Jacqueline K. Weber and the
         Company. Incorporated by reference to the Company's Annual Report on
         Form 10-K for the year ended December 31, 1990.

10.39    Exclusive Sales Agreement dated May 29, 1992 among the Company,
         American International Industries and Zvi and Betty Ryzman.
         Incorporated by reference to the Company's Form S-2 Registration
         Statement No. 33-51776.

10.40    Settlement Agreement dated May 6, 1992 between North American Philips
         Corporation and the Company. Incorporated by reference to the Company's
         Form S-2 Registration Statement No. 33-51776.

10.41    Letter of Credit Agreement dated July 31, 1992 between NationsBank and
         the Company. Incorporated by reference to the Company's Form S-2
         Registration Statement No. 33-51776.

10.42    Agreement dated May 28, 1991, between Xingiao Economic Development
         Corporation and Durable. Incorporated by reference to the Company's
         Annual Report on Form 10-K for the year ended December 31, 1991.


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10.43    Agreement dated May 28, 1991, between Bogang Economic Development
         Company and Durable. Incorporated by reference to the Company's Annual
         Report on Form 10-K for the year ended December 31, 1991.

10.44    Agreement dated May 28, 1991, between Wanfeng Economic Development
         Corporation and Durable. Incorporated by reference to the Company's
         Annual Report on Form 10-K for the year ended December 31, 1991.

10.45    Warrant Agreement dated October 1, 1992, between American Stock
         Transfer and Trust Company and the Company. Incorporated by reference
         to the Company's Form S-2 Registration Statement No. 33-51776.

10.46    Stock Purchase Agreement dated May 29, 1992 between Glamour Industries,
         Inc. and the Company. Incorporated by reference to the Company's Form
         S-2 Registration Statement No. 33-51776.

10.47    Trademark Licensing Agreement dated January 11, 1994, between Helene
         Curtis, Inc. and the Company. Incorporated by reference to the
         Company's Annual Report on Form 10-K for the year ended December 31,
         1993.

10.48    Stock Acquisition Agreement dated April 1, 1994, between Durable, PPC
         Industries 1980 Limited, Ourimbah Investment, Limited and the Company.
         Incorporated by reference to the Company's Annual Report on Form 10-K
         for the year ended December 31, 1994.

10.49    1995 Common Stock Purchase Rights Agreement dated March 6, 1995 between
         American Stock Transfer and Trust Company and the Company. Incorporated
         by reference to the Company's Form 8-A Registration Statement filed
         March 7, 1995.

10.50    Facility Letter dated June 3, 1995, from the Bank of East Asia, Limited
         to Durable, Durable Electric Limited and PPC Industries 1980 Limited.
         Incorporated by reference to the Company's Form 10-Q dated June 30,
         1995.

10.51    Amended and Restated Letter Agreement dated July 28, 1995, between
         NationsBank and the Company. Incorporated by reference to the Company's
         Form 10-Q dated June 30, 1995.

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10.52    Credit Agreement dated October 11, 1996, between Windmere Corporation,
         NationsBank National Association (South) and National Bank of Canada.
         Filed herewith.

10.53    Amendment No. 1 to Amended and Restated Letter Agreement, dated March
         1, 1996, between NationsBank and the Company. Incorporated by reference
         to the Company's Annual Report on Form 10-K for the year ended December
         31, 1995.

10.54    Amendment Agreement No. 1 to the Credit Agreement (October 11, 1996)
         dated January 31, 1997. Previously filed in the Company's Annual Report
         on Form 10-K for the year ended December 31, 1996.

(13)     Annual Report to Security Holders for the year ended December 31, 1996.
         Previously filed in the Company's Annual Report on Form 10-K for the 
         year ended December 31, 1996.
         
(21)     Subsidiaries of the Registrant. Previously filed in the Company's 
         Annual Report on Form 10-K for the year ended December 31, 1996.

(23)     Consents of experts and counsel. Filed herewith.

   (b)   REPORTS ON FORM 8-K

         None.












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                                AUDITOR'S CONSENT



We have issued our report dated February 7, 1997, accompanying the consolidated
financial statements and schedules incorporated by reference in the Annual
Report of Windmere-Durable Holdings, Inc. on Form 10-K for the year ended 
December 31, 1996. We hereby consent to the incorporation by reference of the 
aforementioned report in the Registration Statements of Windmere-Durable 
Holdings, Inc. on Form S-8 (File No. 33-7681, effective September 30, 1986), 
Form S-8 (File No. 33-36424, effective August 17, 1990), Form S-2 (File No. 
33-51776, effective January 19, 1993), and on Form S-8 (File No. 33-58574, 
effective February 22, 1993).


GRANT THORNTON LLP


Miami, Florida
April 7, 1997














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                                   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.

                         WINDMERE-DURABLE HOLDINGS, INC.
                                  (Registrant)

BY:  /s/ Harry D. Schulman                DATE:       4-7-97
    ---------------------------------           ------------------------
    Harry D. Schulman
    Senior Vice President-Finance and
    Administration and Chief Financial 
    Officer 























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