U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                            Amendment to Form 10-KSB

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

For the fiscal year ended  December 31, 1996
                           ----------------------------------------------------

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _____________________  to ______________________

1934 Act Commission File Number  1-12756
                                -----------------------------------------------

                Rotary Power International, Inc.
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           (Name of small business issuer in its charter)

  Delaware                                      13-3632860
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(State or other jurisdiction             (I.R.S. Employer Identification Number)
 of incorporation or organization)

  P.O. Box 128, Wood-Ridge, New Jersey             07075-0128
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(Address of principal executive offices)             (Zip Code)
Issuer's telephone number, including area code     (201) 777-7373

Securities registered under Section 12(b) of the Exchange Act:

<TABLE>

<S>                                        <C>
                                             Name of each exchange on which
Title of each class                                   registered
   Common Stock            National Assoc. of Securities Dealers Automated Quotation System
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
</TABLE>


Securities registered under Section 12(g) of the Exchange Act:
  None
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              (Title of each class)

        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. Yes X No ---
---

        Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not 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]

        State issuer's revenues for its most recent fiscal year
 $ 5,768,143 ------------

        The aggregate market value of voting stock held by non-affiliates of the
Registrant was approximately $ 627,000 which is based on the closing price of
$0.28 March 20, 1997.

        The number of shares of Common Stock outstanding on March 20, 1997 was
6,641,432. ----------

    Transitional Small Business Disclosure Format:   Yes   No X .
                                                        ---  ---

                       DOCUMENTS INCORPORATED BY REFERENCE
                       -----------------------------------

No information is incorporated by reference.



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PART III
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a).  EXHIBITS TO 10-KSB

3.1     Certificate of Incorporation of the Company, as amended.(1)

3.2     By-laws of the Company.(1)

3.3     Certificate of Designations, Preferences and Rights and Rights of
        Preferred Stock of the Company, as amended.(1)

4       Warrant Agreement dated June 29, 1992 between the Company and Rickel &
        Associates, Inc(1)

4.1     Non-Transferable Warrant to Purchase 25,000 Shares of Common Stock of
        Rotary Power International, Inc.(3)

4.2     Non-Transferable Warrant to Purchase 175,000 Shares of Common Stock of
        Rotary Power International, Inc.(3)

4.3     Non-Transferable Warrant to Purchase 200,000 Shares of Common Stock of
        Rotary Power International, Inc(5)

4.4     Non-Transferable Warrent to Purchase 250,000 Shares of Common Stock of
        Rotary Power International, Inc.(8)

10.1    Contract dated August 15, 1989 between the United States Marine Corps
        and John Deere Technologies International, Inc. and novated to the
        Company, as amended.(1)

10.2    Contract dated April 23, 1991 between FMC Corporation and John Deere
        Technologies International, Inc. and novated to the Company, as
        amended.(1)

10.3    Contract dated January 21, 1993 between the National Aeronautics and
        Space Administration and the Company, as amended.(1)

10.4    Licensing Agreement dated October 20, 1992 between Wankel GmbH and the
        Company(1)

10.5    Teaming Agreement dated May 10, 1993 between Dornier GmbH and the
        Company.(1)

10.6    Teaming Agreement dated June 30, 1993 between Martin Marietta
        Corporation and the Company(1)

10.7    Purchase Agreement dated November 15, 1991 between John Deere
        Technologies International, Inc. and the Company.(1)

10.8    Loan Agreement dated June 1, 1992 between New Jersey Economic
        Development Authority and the Company.(1)

10.9    Asset Purchase Agreement dated August 6, 1992 between

                                       2

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ROTEC   Manufacturing and Engineering Corp., Michael Soimar and the Company.(1)

10.10   Asset Purchase Agreement dated August 12, 1992 between Defense Group
        Industries, Inc. and the Company.(1)

10.11   Assignment and Transfer of Receivables Agreement dated April 10, 1992
        between Commerce Funding Corporation and the Company.(1)

10.12   Employment Agreement dated November 1, 1991 between Richard M.H.
        Thompson and the Company, as amended.(1)

10.13   Employment Agreement dated December 16, 1991 between Robert L. Osborn
        and the Company.(1)

10.14   Employment Agreement dated December 16, 1991 between Gary A. LaBouff and
        the Company.(1)

10.15   Consulting Agreement dated June 1, 1992 between Loeb Partners
        Corporation and the Company, as amended by Agreement dated
        May 3, 1993.(1)

10.16   Lease dated January 1, 1992 between Curtiss-Wright Flight
        Systems/Shelby, Inc. and the Company, as amended.(1)

10.17   Rotary Power International, Inc. 1992 Stock Option Plan.(1)

10.18   Stockholders Agreement dated December 31, 1991 between the Company and
        its Stockholders.(1)

10.19   Modification P00035, P00036, P00037 and P00038 to the contract between
        the Company and the USMC (incorporated by reference to Exhibit 10.1
        contained in the Company's 10-QSB for the period ending September 30,
        1994, dated November 7, 1994).

10.20   Letter Contract dated November 8, 1994 between Martin Marietta Ordnance
        Systems and the Company.(2)

10.21   Letter Contract dated December 21, 1994 between the USMC and the
        Company.(2)

10.22   Not used

10.23   Teaming Agreement dated July 25, 1995 between Teledyne Vehicle Systems
        and the Company.(4)

10.24   Assets Purchase Agreement dated August 4, 1995 between Rotary Marine
        Industries, Inc. and the Company.(4)

10.25   Engine Distributor Agreement dated October 5, 1995 between Abejon Rotary
        Power Corporation and the Company.(4)

                                       3

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10.26   Sales Agreement dated October 16, 1995 between Hussmann Corporation and
        the Company.(4)

10.27   Modifications P00039 through P00044 to the contract between the Company
        and the USMC referred to in Exhibit 10.1.(6)

10.28   Amendment, dated September 30, 1995, to Employment Agreement between
        Richard M. H. Thompson and the Company referred to in exhibit 10.12.(6)

10.29   Amendment, dated September 30, 1995, to Employment Agreement between
        Robert L. Osborn the Company referred to in exhibit 10.13.(6)

10.30   Amendment, dated September 30, 1995, to Employment Agreement between
        Gary A. LaBouff and the Company referred to in exhibit 10.14.(6)

10.31   Agreement by and among Mazda Motor Corporation, Mazda (North America),
        Inc., and the Company dated November 10, 1995 with Addendum.(6)

10.32   Contract dated December 22, 1995 between the United States Marine Corps
        and the Company with modification P00001 thereto.(6)

10.33   Advice to Wankel GmbH, dated January 10, 1996 terminating the Wankel
        Licensing Agreement referred to in exhibit 10.4.(6)

10.34   65 Series Distribution Agreement dated January 22, 1996 between Abejon
        Rotary Power Corporation and the Company.(6)

10.35   Amendment 1, dated February 6, 1996, to Engine Distributor Agreement
        between Abejon Rotary Power Corporation and the Company referred to in
        exhibit 10.25.(6)

10.36   Purchase Order, dated February 6, 1996, from Abejon Rotary Power
        Corporation.(6)

10.37   Consulting Agreement, dated February 6, 1996, pursuant to the sale of
        1,000,000 shares of the Company's Common Stock to Abejon (Abejon) Rotary
        Power Corporation.(6)

10.38   Loan Agreement, dated February 6, 1996, between Abejon, Hydro Lance
        Maritime Transport, Inc. and the Company pursuant to the sale of
        1,000,000 shares of the Company's Common Stock to Abejon (Abejon) Rotary
        Power Corporation.(6)

10.39   Promissory Note, dated February 6, 1996, by Hydro Lance Maritime
        Transport, Inc. pursuant to the sale of 1,000,000 shares of the
        Company's Common Stock to Abejon (Abejon) Rotary Power Corporation.(6)

                                       4

<PAGE>


10.40   Pledge Agreement, dated February 6, 1996, between Abejon and the Company
        pursuant to the sale of 1,000,000 shares of the Company's Common Stock
        to Abejon Rotary Power Corporation.(6)

10.41   Pooling Agreement, dated February 6, 1996, between Abejon, Hydro Lance
        Maritime Transport, Inc. and and Affiliates of the Company pursuant to
        the sale of 1,000,000 shares of the Company's Common Stock to Abejon
        Rotary Power Corporation.(6)

10.42   Settlement Agreement, dated March 1, 1996, between Lockheed Martin
        Ordnance Systems, Inc. and the Company referred to in Exhibit 10.20.(6)

10.43   Deviation From Purchase Agreement between John Deere Technologies
        International, Inc. and the Company, dated February 19, 1996, as
        referred to in exhibit 10.7.(7)

10.44   Investment Banking Consulting Agreement for One Year with R.D. White &
        Company dated June 25, 1996.***

10.45   Letter from Shearman & Sterling, attorneys representing Wankel GmbH,
        dated 19 September 1996, to the Company accepting the termination of the
        Wankel License Agreement referred to in exhibit 10.4 by mutual 
        consent.***

10.46   Vessel Purchase and Sales Agreement (Partial Interest) between Abejon
        and RPI dated as of October 31, 1996.***

10.47   Mar-Trans Affiliates LLC: Operating Agreement between Abejon and RPI
        dated as of October 31, 1996.***

10.48   Agreement of Merger between International Cryogenic Systems Corporation
        and Rotary Power International dated as of March 21, 1997.***

11      Calculation of Income (Loss) per Common Share.***

21      Subsidiaries of the Company.(6)

27      Financial Data Schedule filed herewith**
 
--------------------------------
 *      Management contract or compensatory plan or arrangement required to be
        filed as an exhibit to this Form 10-KSB.

**      Filed in Edgar format only.

***     Previously Filed

1       Incorporated by reference to exhibit of the same number contained in the
        Company's Registration Statement on Form SB-2, (File No. 33-71334) dated
        November 5, 1994.

2       Incorporated by reference to exhibit of the same number contained in the
        Company's Form 10-KSB for year ending December 31, 1994.

                                        5

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3       Incorporated by reference to exhibit of the same number contained in the
        Company's Form S-8 (File No. 33-93836) dated June 22, 1995.

4       Incorporated by reference to exhibit of the same number contained in the
        Company's Form 10-QSB for nine months ended September 30, 1995.

5       Incorporated by reference to exhibit of the same number contained in the
        Company's Form S-8 (File No. 33-98584) dated October 26, 1995.

6       Incorporated by reference to exhibit of the same number contained in the
        Company's Form 10-KSB for the year ending December 31, 1995.

7       Incorporated by reference to exhibit of the same number contained in the
        Company's Form 10-QSB for the three months ended March 31, 1996.

8       Incorporated by reference to exhibit of the same number contained in the
        Company's Form S-8 (File No. 333-06557) dated June 21, 1996.

(b)     Reports on Form 8-K

        On October 15, 1996, the Company filed a Form 8-K with the Securities
        and Exchange Commission. Such Form 8-K discussed a press release of
        October 10, 1996 entitled "Rotary Power International Announces
        Downsizing, Missed Payment by Hydro Lance/Abejon and Cash Flow
        Difficulties."

                                        6

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                                   SIGNATURES

In accordance with Section 13 of 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

ROTARY POWER INTERNATIONAL, INC.
--------------------------------
REGISTRANT

     /s/Richard M.H. Thompson
-------------------------------------
By:  RICHARD M.H. THOMPSON, PRESIDENT

APRIL 3, 1997
-------------
DATE

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

    /s/ Richard M.H. Thompson
-----------------------------------------------
BY:  Richard M.H. Thompson
Director, President and Chief
Executive Officer (Principal Executive Officer)
DATE:  April 3, 1997

    /s/ Robert L. Osborn
-----------------------------------------------
BY:  Robert L. Osborn
Director
DATE:  April 3, 1997

    /s/ William T. Figart
-----------------------------------------------
BY:  William T. Figart
Director
DATE:  April 3, 1997


-----------------------------------------------
BY:  Ken Brody
Director
DATE:  March   , 1997

                                        7

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