<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-K/A

           AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995

                        Commission File Number: 33-76930

                         TELEBANC FINANCIAL CORPORATION
                         ------------------------------
                     (Exact name of registrant as specified
                                in its charter)

                   Delaware                           13-3759196
                   --------                           ----------
             (State or other jurisdiction of          (IRS Employer
            incorporation organization)          Identification No.)
 
             1111 North Highland Street                22201
              Arlington, Virginia                      -----
              -------------------                    
        (Address of principal executive office)      (Zip Code)


                                 (703) 247-3700
                                 --------------
              (Registrant's telephone number, including area code)


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          ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

           The following table sets forth the names, ages, positions and the
offices held in the Company by each of the executive officers and directors of
the Company as of April 1, 1996:

<TABLE>
<CAPTION>
                          NAME                     AGE                POSITIONS AND OFFICES
                          ----                     ---                ---------------------
                     <S>                           <C>        <C>
                     David A. Smilow               34         Chairman of the Board and Chief Executive Officer

                     Mitchell H. Caplan            38         Director of the Company and President

                     Aileen Lopez Pugh             28         Executive Vice President and Chief Financial Officer/Treasurer

                     David R. DeCamp (1)(2)        36         Director of the Company

                     Mark Rollinson (1)            59         Director of the Company

                     Arlen W. Gelbard (3)          38         Director of the Company

        --------------------------------------------------------------------------------------------------------------------
</TABLE>

    (1) Member of the compensation committee of the Company.

    (2) Member of the audit and compliance committees of the Company.

    (3) In February 1996, Mr. Gelbard was appointed by the Board of Directors
        to complete the unexpired term of Mr. Don Christensen, who resigned
        from the Board in September 1995.


           DAVID A. SMILOW, has served as Chairman of the Board and Chief
Executive Officer of the Company since March 1994. Since January 1994, Mr.
Smilow has served as Chairman of the Board of TeleBank. Prior to January 1994,
Mr. Smilow served as President of TeleBank. Since 1992, Mr. Smilow has been a
director and treasurer of Arbor Capital Partners, Inc. ("Arbor Capital"), a
registered investment adviser and broker-dealer subsidiary of MET Holdings.
From 1987 to 1989, Mr. Smilow was an associate at Goldman Sachs in the Mortgage
Capital Markets Group.

           MITCHELL H. CAPLAN has served as a Director and President of the
Company since January 1994. Since January 1994, Mr. Caplan has served as Vice
Chairman of the Board, President and Chief Executive Officer of TeleBank. Mr.
Caplan was a co-founder of Arbor Capital and has served as its Vice President
and a director since 1992. From 1990 until December 1993, Mr. Caplan was a
member of the law firms of Danziger & Caplan and Zuckerman & Gore, where he
represented and advised private and public commercial institutions, including
MET Holdings.

           AILEEN LOPEZ PUGH has served as Executive Vice President and Chief
Financial Officer/Treasurer of the Company and TeleBank since August 1994.
Prior to joining management of the Company and TeleBank, Ms. Pugh served as a
director from 1993 to 1994. From December 1993 to May 1994, she served as a
consultant to MET Holdings in connection with the organization of the Company
and its initial public offering. From 1989 through 1992, Ms. Pugh, a certified
public accountant, was an auditor with KPMG Peat Marwick.

           DAVID R. DECAMP has served as a director of the Company since March
1994 and as a director of TeleBank since 1992. Since 1988, Mr. DeCamp has been
employed as a commercial real estate broker with Cassidy & Pinkard, Inc. Mr.
DeCamp is the Chairman of the audit and compliance committees of the Company
and TeleBank.

           MARK ROLLINSON has served as a director of the Company since March
1994 and as a director of TeleBank since 1992. He is a self-employed attorney
based in Leesburg, Virginia. Mr. Rollinson serves as Chairman of the
compensation committee of the Company and Telebank.

           ARLEN W. GELBARD was appointed to serve as a director of the Company
in February 1996. Mr. Gelbard is a member of the law firm of Hofheimer Gartlir
& Gross, LLP, New York, New York where he has specialized in transactional real
estate, lending, leasing, foreclosures and workouts since 1982. Mr. Gelbard is
a member of the New York State Bar Association and American Bar Association.

                                       2
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                        ITEM 11. EXECUTIVE COMPENSATION

 COMPENSATION

           Set forth below is certain information for the two fiscal years
ended December 31, 1995 and 1994 relating to compensation received by the
Company's Chief Executive Officer and all executive officers of the Company
other than the Chief Executive Officer (collectively the "Named Executive
Officers") whose total annual salary and bonus for the fiscal year ended
December 31, 1995 exceeded $100,000 for services rendered in all capacities.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                           LONG-TERM
                                                        ANNUAL COMPENSATION            COMPENSATION AWARDS
                                                        -------------------            -------------------
                                                                                           SECURITIES
NAME AND                                                                                   UNDERLYING           ALL OTHER
PRINCIPAL POSITION                       YEAR      SALARY ($)(a)    BONUS ($)               OPTIONS (#)         COMPENSATION ($)(b)
------------------                       ----      -------------    ---------               -----------         -------------------
<S>                                      <C>         <C>           <C>                        <C>               <C>
David A. Smilow, Chairman
    and Chief Executive Officer of
    the Company and Chairman of
    of Telebank                          1995        $205,000       $150,000                      ---           $15,000
                                         1994         180,000         75,000 (c)              105,365            15,000

Mitchell H. Caplan, President of
    the Company and Vice Chairman,
    President and Chief Executive        1995         205,000        150,000                      ---            15,000
    Officer of TeleBank                  1994         180,000        125,000 (c)              105,365            15,000

Aileen Lopez Pugh, Executive Vice
    President and CFO/Treasurer          1995          75,000         60,000                    5,000            13,500
    of the Company and TeleBank(d)       1994          18,735         10,000                    5,000               ---
----------------------------------------------------------------------------------------------------------------------------------

</TABLE>
    (a) Salary earned from the Company and TeleBank.

    (b) Dollar value of contributions by TeleBank to each officer's account in
        the Company's Employee Stock Option Plan.

    (c) Mr. D. Smilow's and Mr. Caplan's 1994 bonuses reflect $75,000 for
        bonuses not paid until the first quarter of 1995 as they were
        contingent upon successful completion of the restructuring of an asset.
        Mr. Caplan also received a $50,000 bonus from Telebank in 1994 upon
        becoming President.

    (d) Ms. Pugh joined the Company and Telebank in August 1994.

 STOCK OPTIONS

           Option Grants. The following table contains information with respect
to grants of stock options for Common Stock to the sole Named Executive Officer
who received options during 1995. All such grants were made under the Company's
1994 Stock Option Plan. The Company does not have any stock appreciation rights
("SARs").

                             OPTION GRANTS IN 1995


<TABLE>
<CAPTION>
                                                                                                   POTENTIAL REALIZABLE VALUE
                                                                                                   AT ASSUMED ANNUAL RATES OF
                                                                                                   STOCK PRICE APPRECIATION FOR
                                        INDIVIDUAL GRANTS (a)                                             OPTION TERM (b)
--------------------------------------------------------------------------------------------------------------------------------
                                                    % OF TOTAL OPTIONS
                                 NUMBER OF              GRANTED
                           SECURITIES UNDERLYING     TO EMPLOYEES        EXERCISE OR BASE    EXPIRATION
NAME                        OPTIONS GRANTED (#)     IN FISCAL YEAR         PRICE ($/SH)         DATE       5%  ($)      10% ($)
----                        -------------------    ----------------       --------------       ------      -------      -------
<S>                                  <C>             <C>                   <C>                 <C>          <C>         <C>

Aileen Lopez Pugh                    5,000           15.6%                 $5.50               2/15/05      $17,295     $3,8428
--------------------------------                                                                                               
</TABLE>

    (a) Option grants were made on February 15, 1995 with 20% immediately
        exercisable and 20% becoming exercisable in each subsequent year
        through 1999.

    (b) The dollar amounts under these columns are the result of calculations
        at the 5% and 10% assumed annual growth rates mandated by the
        Commission and, therefore, are not intended to forecast possible future
        appreciation, if any, in the Company's Common Stock price.

                                       3
<PAGE>   4


           Option Exercises and Holdings. The Named Executive Officers did not
exercise any stock options during 1995. The following table presents
information with respect to outstanding options held by the Named Executive
Officers at year-end 1995. There are no outstanding SARs.

                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                            AND FY-END OPTION VALUES

<TABLE>
<CAPTION>
                                                                 Number of Securities Underlying        Value of Unexercised In-the-
                                                                      Unexercised Options at                      Money Options
                                                                            FY-End (#)                         at FY-End ($) (1)
                                                                            ----------                         -----------------


                          Shares Acquired    Value Realized
Name                      on Exercise (#)          ($)           Exercisable      Unexercisable      Exercisable      Unexercisable
----                         ------------    -------------       -----------      -------------      -----------      -------------
<S>                               <C>              <C>           <C>                <C>             <C>               <C>
David A. Smilow                   ---              ---           42,146             63,219          $ 43,388          $  65,082
Mitchell H. Caplan                ---              ---           42,146             63,219            43,388             65,082
Aileen Lopez Pugh                 ---              ---            4,000              6,000             7,125             12,250
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

    (1) Based on last reported sale price of the Company's Common Stock on
        December 31, 1995 of $7.75 per share and applicable per share exercise
        price for the options. For each of Messrs. Smilow and Caplan, 42,617
        options were granted on April 28, 1994 with an exercise price of
        $6.125, with the remainder having an exercise price equal to $7.125.
        The options expire in April 2004 and were granted with 20% immediately
        exercisable and 20% becoming exercisable in each subsequent year. As
        for Ms. Pugh, the Company has granted a total of 10,000 options with
        5,000 options granted on April 28, 1994 with an exercise price of
        $6.125, and 5,000 options granted on February 15, 1995 with an exercise
        price of $5.50.  The options expire in April 2004 and February 2005,
        respectively. All option grants for Ms. Pugh were granted with 20%
        immediately exercisable and 20% becoming exercisable in each subsequent
        year.

 COMPENSATION OF DIRECTORS

           Non-employee directors of the Company receive $750 for each Company
board and committee meeting attended, and non-employee directors of TeleBank
receive $750 for each TeleBank board or committee meeting attended. In
addition, non-employee directors are reimbursed for travel costs and other
out-of-pocket expenses incurred in attending such meeting. Annual directors'
fees are capped at $3,000 per board member of the Company and $12,000 per board
member of TeleBank.

    ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

           The following tables set forth certain information regarding the
beneficial ownership of the Company's Common Stock as of April 1, 1996 by (i)
any person known to the Company to be the beneficial owner of more than 5% of
any class of the Company's voting securities, (ii) each director and person
nominated to be a director, (iii) the Chief Executive Officer and the Named
Executive Officers, and (iv) all directors and executive officers as a group.
Except as otherwise noted, each beneficial owner has sole investment and voting
power with respect to the listed shares.

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<PAGE>   5





<TABLE>
<CAPTION>
  TITLE                                                       AMOUNT AND NATURE OF               PERCENTAGE OF
OF CLASS        NAME OF BENEFICIAL OWNER                      BENEFICIAL OWNERSHIP             CLASS OUTSTANDING
--------        -----------------------                       --------------------             -----------------
<S>              <C>                                                 <C>                              <C>
Common          MET Holdings Corporation                             1,299,500                       63.4%
Stock           405 Park Avenue, Suite 1104
                New York, NY 10022 (a)

                David A. Smilow                                        105,365 (b)                    1.0%

                Mitchell H. Caplan                                     105,365 (c)                    1.0%

                David R. DeCamp                                          6,000 (d)                      *

                Mark Rollinson                                           7,000 (e)                      *

                Arlen W. Gelbard                                           ---                          *

                Aileen Lopez Pugh                                       32,100 (f)                      *

                Directors and Executive Officers as a group
                (7 individuals)                                        268,830 (g)                   12.9%

                TeleBanc Employee Stock Ownership Plan                  67,273                        3.3 %

                Wellington Management Company                          172,000 (h)                    8.2%
                75 State Street
                Boston, MA  02109

----------------------------------------------------------------------------------------------------------------
</TABLE>

* Less than 1%.

(a) MET Holdings is the predecessor savings and loan holding company of
    Metropolitan Bank for Savings, F.S.B. ("Metropolitan Bank"). MET Holdings
    organized the Company so that it could become, in March 1994, the holding
    company for Metropolitan Bank as part of the Company's initial public
    offering of debt and equity securities in 1994.  Metropolitan Bank was
    renamed "TeleBank" in March 1996, and is a wholly owned subsidiary of the
    Company.

(b) Comprised solely of options to acquire 105,365 shares of Common Stock, of
    which 63,219 are exercisable within sixty days of April 1, 1996. Mr.
    Smilow also holds significant ownership positions in the outstanding
    securities of MET Holdings. See "Security Ownership of the Company's Parent
    by Management."

(c) Comprised solely of options to acquire 105,365 shares of Common Stock, of
    which 63,219 are exercisable within sixty days of April 1, 1996. Mr.
    Caplan also holds significant ownership positions in the outstanding
    securities of MET Holdings. See "Security Ownership of the Company's Parent
    by Management."

(d) Includes options to acquire 5,000 shares of Common Stock, of which are
    exercisable within sixty days of April 1, 1996.

(e) Includes options to acquire 5,000 shares of Common Stock, of which 4,000
    are exercisable within sixty days of April 1, 1996.

(f) Includes options to acquire 25,000 shares of Common Stock, of which 9,000
    are exercisable within sixty days of April 1, 1996.

(g) Includes options to acquire 250,730 shares of Common Stock, of which
    145,438 are exercisable within sixty days of April 1, 1996.

(h) Based on information provided by the beneficial owners as of December 31,
    1995.


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<PAGE>   6

SECURITY OWNERSHIP OF THE COMPANY'S PARENT BY MANAGEMENT

           The following table sets forth certain information as of December
31, 1995 with respect to the beneficial ownership by the management of the
Company of equity securities of the Company's parent, MET Holdings. MET
Holdings has two classes of equity securities, Class A Common Stock and Class B
Common Stock.  Unless otherwise required by law, the Class B Common Stock is
non-voting.

<TABLE>
<CAPTION>
NAME                                                            EQUIETY SECURITY OWNED                   PERCENT OF CLASS
----                                                            ----------------------                   ----------------
<S>                                                      <C>                                              <C>
David A. Smilow                                          3,968 (Class A Common Stock) (a)                      39.9 %
                                                         1,641 (Class B Common Stock) (a)                      26.5

Mitchell H. Caplan                                       1,235 (Class A Common Stock) (b)                      12.4
                                                         1,253 (Class B Common Stock) (b)                      20.2


Directors and Executive Officers                         5,203 (Class A Common Stock)                          52.4
  of the Company as a group                              2,894 (Class B Common Stock)                          46.7
  (10 individuals)        
--------------------------
</TABLE>
(a) Includes 1,586 shares of Class A Common Stock and 980 shares of Class B
    Common Stock, with respect to which Mr. D. Smilow shares beneficial
    ownership with his wife and children.

(b) Includes 645 shares of Class A Common Stock and 655 shares of Class B
    Common, with respect to which Mr. Caplan shares beneficial ownership.

            ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           The Company's policy is to not enter into any transactions with
officers, directors or 5% shareholders or other affiliates of the Company
unless the terms are as favorable to the Company as those generally available
from unaffiliated third parties. Transactions between the Company and it
affiliates will require approval by a majority of the Company's disinterested
directors.

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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 amendment to report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                         TELEBANC FINANCIAL CORPORATION

                             /s/ Aileen Lopez Pugh
                             --------------------- 
                             Aileen Lopez Pugh
                             Executive Vice President -- Chief Financial Officer

May 14, 1998
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