SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                1996 FORM 10-K/A

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

For the fiscal year ended December 31, 1996       Commission file number 1-164


                              ASARCO Incorporated

             (Exact name of registrant as specified in its charter)



         New Jersey                                        13-4924440
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)


                     180 Maiden Lane, New York, N. Y. 10038
              (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code       (212) 510-2000


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

                                                 Name of each exchange on
      Title of each class                            which registered
Common Stock, without par value                  New York Stock Exchange

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_____

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]

As of February 28, 1997, there were of record 42,894,878 shares of Common Stock,
without par value, outstanding,  and the aggregate market value of the shares of
Common  Stock  (based upon the closing  price of Asarco  Common Stock on the New
York Stock Exchange - Composite  Transactions)  of ASARCO  Incorporated  held by
nonaffiliates was approximately $1.3 billion.

PORTIONS OF THE FOLLOWING DOCUMENTS ARE INCORPORATED BY REFERENCE:

Part III:  Proxy  statement in connection  with the Annual Meeting to be held on
April 30, 1997. Part IV: Exhibit index is on pages C1 through C4.




<PAGE>



                              ASARCO Incorporated

                                  FORM 10-K/A
                               December 31, 1996


                                     INDEX
<TABLE>
<CAPTION>
                                                                                        Page
                                                                                       Number
<S>                                                                                    <C>
FORM 10-K/A                                                                              i


ITEM 14                                                                                  ii


EXHIBIT INDEX                                                                          C1-C4


FORM 11-K                                                                             C22-C34

</TABLE>




<PAGE>


                      ASARCO Incorporated and Subsidiaries

                                  FORM 10-K/A
                               December 31, 1996



The undersigned  registrant hereby amends the 1996 Annual Report on Form 10-K as
set  forth  in the  pages  attached  hereto  to add the  information,  financial
statements and exhibits  required by Form 11-K filed with respect to the Savings
Plan of ASARCO  Incorporated  and  Participating  Subsidiaries  pursuant to Rule
15d-21.

The following item has been refiled to reflect such amendments:


Item 14.  Exhibits, Financial Statements Schedules and Reports on Form 8-K.

     As the Exhibits are considered a "discrete  filing item",  the Exhibits and
Exhibit Index as amended have been refiled.

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


                                    ASARCO Incorporated


                                    By  /s/  K. R. Morano
                                             K. R. Morano
                                             Vice President and
                                             Chief Financial Officer


Date: June 27, 1997


                                       i



<PAGE>



                                    PART IV

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






                                       ii



<PAGE>



                              ASARCO Incorporated
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit                                                                                   Indexed
  No.                            Description                                              on Page
<S>           <C>                                                                                        <C>

3.            Certificate of Incorporation and By-Laws

              (a)    Certificate of Incorporation - restated,  filed May 4, 1970
                     (Filed as an Exhibit to the Company's 1980 Annual Report on
                     Form 10-K and incorporated herein by reference)

              (b)    Certificate   of   Amendment   to   the    Certificate   of
                     Incorporation effective April 23, 1975 (Filed as an Exhibit
                     to the  Company's  1980  Annual  Report  on Form  10-K  and
                     incorporated herein by reference)

              (c)    Certificate of Amendment of  Certificate  of  Incorporation
                     executed  April  14,  1981  (Filed  as an  Exhibit  to  the
                     Post-Effective  Amendment No. 8 to  Registration  Statement
                     No. 2-47616,  filed April 30, 1981 and incorporated  herein
                     by reference)

              (d)    Certificate   of  Amendment  of  Restated   Certificate  of
                     Incorporation  filed on May 6, 1985 (Filed as an Exhibit to
                     the Company's Quarterly Report on Form 10-Q for the quarter
                     ended March 31, 1985 and incorporated herein by reference)

              (e)    Certificate of Amendment of  Certificate  of  Incorporation
                     filed July 21, 1986  (Filed as an Exhibit to the  Company's
                     Quarterly  Report on Form 10-Q for the  quarter  ended June
                     30, 1986 and incorporated herein by reference)

              (f)    Certificate   of  Amendment  of  Restated   Certificate  of
                     Incorporation, as amended filed April 22, 1987 (Filed as an
                     Exhibit to the  Company's  1987 Annual  Report on Form 10-K
                     and incorporated herein by reference)

              (g)    Statement  of  Cancellation  filed  July 31,  1987  whereby
                     155,000 shares of Series A Cumulative  Preferred  Stock and
                     862,500 shares of $9.00 Convertible  Exchangeable Preferred
                     Stock were cancelled  (Filed as an Exhibit to the Company's
                     1987 Annual Report on Form 10-K and incorporated  herein by
                     reference)

              (h)    Statement of  Cancellation  filed November 20, 1987 whereby
                     1,026,900  shares of Series A  Cumulative  Preferred  Stock
                     were  cancelled  (Filed as an Exhibit to the Company's 1987
                     Annual  Report  on Form  10-K and  incorporated  herein  by
                     reference)

              (i)    Statement of  Cancellation  filed December 18, 1987 whereby
                     1,250,000   shares  of  Series  B  Cumulative   Convertible
                     Preferred Stock were cancelled  (Filed as an Exhibit to the
                     Company's 1987 Annual Report on Form 10-K and  incorporated
                     herein by reference)

</TABLE>
                                       C1



<PAGE>


                              ASARCO Incorporated
                                 EXHIBIT INDEX
                                    <TABLE>
<CAPTION>
Exhibit                                                                                       Indexed
  No.                             Description                                                 on Page
<S>           <C>                                                                                        <C>

              (j)    Statement  of  Cancellation  filed  March 3,  1988  whereby
                     27,000 shares of Series A Cumulative  Preferred  Stock were
                     cancelled (Filed as an Exhibit to the Company's 1987 Annual
                     Report on Form 10-K and incorporated herein by reference)

              (k)    Certificate   of  Amendment  of  Restated   Certificate  of
                     Incorporation,  as amended,  filed August 7, 1989 (Filed as
                     an Exhibit to the Company's  Quarterly  Report on Form 10-Q
                     for the quarter ended June 30, 1989 and incorporated herein
                     by reference)

              (l)    By-Laws  as last  amended  on June 26,  1991  (Filed  as an
                     Exhibit to the  Company's  1991 Annual  Report on Form 10-K
                     and incorporated herein by reference)

4.            Instruments  defining  the rights of security  holders,  including
              indentures

              (a)    There are currently various separate indentures, agreements
                     or similar instruments under which long-term debt of Asarco
                     is currently  outstanding.  The Registrant hereby agrees to
                     furnish to the Commission,  upon request,  a copy of any of
                     the  instruments  which  define  the  rights of  holders of
                     long-term  debt   securities.   None  of  the   outstanding
                     instruments  represent  long-term debt securities in excess
                     of 10% of the total  assets of  Asarco as of  December  31,
                     1996

              (b)    Form of Rights Agreement dated as of July 26, 1989, between
                     the Company and First Chicago Trust Company of New York, as
                     Rights Agent,  defining the rights of shareholders  under a
                     July   1989   Shareholders'   Rights   plan  and   dividend
                     declaration (Filed as an Exhibit to the Company's report on
                     Form 8-K filed on July 28, 1989 and incorporated  herein by
                     reference)

              (c)    Rights Agreement  Amendment dated as of September 24, 1992,
                     between the Company and The Bank of New York,  as Successor
                     Rights Agent under the Rights Agreement listed above (Filed
                     as an Exhibit to the  Company's  1992 Annual Report on Form
                     10-K and incorporated herein by reference)

              (d)    Second Rights Agreement  Amendment dated as of February 23,
                     1995,  between  the Company and The Bank of New York (Filed
                     as an Exhibit to the Company's  report on Form 8-K filed on
                     February 24, 1995, and incorporated herein by reference)

              (e)    Indenture  Agreement  dated as of February 1, 1993  between
                     the Company and Bankers Trust Company, as Trustee, covering
                     the issuance of debt  securities  registered by the Company
                     in April  1992,  not to exceed  $250  million  (Filed as an
                     Exhibit to the  Company's  1992 Annual  Report on Form 10-K
                     and incorporated herein by reference)

</TABLE>
                                       C2



<PAGE>


                              ASARCO Incorporated
                                 EXHIBIT INDEX
                                    <TABLE>
<CAPTION>
Exhibit                                                                                       Indexed
  No.                            Description                                                  on Page
<S>           <C>                                                                                          <C>

              (f)    Indenture Agreement dated as of October 1, 1994 between the
                     Company and Chemical Bank, as Trustee covering the issuance
                     of debt  securities  registered  by the  Company in October
                     1994,  not to exceed $300  million  (Filed as an Exhibit to
                     the Company's  registration  statement on Form S-3 filed on
                     October 12, 1994, and incorporated herein by reference)

10.                  Material Contracts
              (a)    Stock  Option  Plan as last  amended on  November  30, 1994
                     (Filed as an Exhibit to the Company's 1994 Annual Report on
                     Form 10-K and incorporated herein by reference)

              (b)    Form of Amended  Employment  Agreement  dated  February 26,
                     1997, between the Company and currently 12 of its executive
                     officers,   including  Messrs.  R.  de  J.  Osborne,   F.R.
                     McAllister, K.R. Morano, R.M. Novotny and R.J. Muth                        C11-C20

              (c)    Deferred Fee Plan for Directors, as amended through January
                     26, 1994 (Filed as an Exhibit to the Company's  1993 Annual
                     Report on Form 10-K and incorporated herein by reference)

              (d)    Supplemental   Pension  Plan  for   Designated   Mid-Career
                     Officers,  as amended through January 25, 1995 (Filed as an
                     Exhibit to the  Company's  1994 Annual  Report on Form 10-K
                     and incorporated herein by reference)

              (e)    Retirement  Plan for  Non-Employee  Directors,  as  amended
                     through January 25, 1995.  Effective December 31, 1995, the
                     Company   terminated   the  plan  for  current  and  future
                     directors.  (Filed  as an  Exhibit  to the  Company's  1994
                     Annual  Report  on Form  10-K and  incorporated  herein  by
                     reference)

              (f)    Directors' Stock Award Plan, as amended through January 27,
                     1993  (Filed as an Exhibit  to the  Company's  1992  Annual
                     Report on Form 10-K and incorporated herein by reference)

              (g)    Stock Incentive Plan adopted by the Company's  Shareholders
                     on April 25, 1990, as last amended on November 29, 1995
                     (Filed as an Exhibit to the Company's 1994 Annual Report on
                     Form 10-K and incorporated herein by reference)

              (h)    Director's  Deferred  Payment Plan,  effective  October 25,
                     1995  (Filed as an Exhibit  to the  Company's  1995  Annual
                     Report on Form 10-K and incorporated herein by reference)

              (i)    Incentive Compensation Plan for Senior Officers,  effective
                     January  1, 1996  (Filed as an  Exhibit B to the  Company's
                     1996  Proxy   Statement   filed  on  March  12,   1996  and
                     incorporated herein by reference)
</TABLE>
                                       C3



<PAGE>


                              ASARCO Incorporated
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit                                                                                         Indexed
  No.                            Description                                                    on Page
<S>           <C>                                                                                        <C>

              (j)    1996 Stock Incentive Plan,  effective April 24, 1996 (Filed
                     as an Exhibit to the  Company's  Registration  Statement on
                     Form S-8  filed on  December  17,  1996,  and  incorporated
                     herein by reference)

              (k)    Compensation  Deferral  Plan,  effective  December  1, 1996
                     (Filed  as  an  Exhibit  to  the   Company's   Registration
                     Statement  on Form S-8  filed on  November  26,  1996,  and
                     incorporated herein by reference)

11.           Statement re Computation of Earnings Per Share                                        C5

12.           Statement re Computation of Ratios                                                    C6

21.           Subsidiaries of the Registrant                                                        C7-C9

23.           Consent of Independent Accountants is included on page
                   A68 of this Annual Report on Form 10-K.

99.           Report on Form 11-K  relating  to the  Savings  Plan for  Salaried
              Employees of ASARCO  Incorporated and Participating  Subsidiaries.                    C22-C34

                                                                                                  
</TABLE>

Copies of exhibits may be acquired upon written request to the Treasurer and the
payment of processing and mailing costs.


                                       C4



<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                               ------------------


                                   FORM 11-K

                               ------------------


                                 ANNUAL REPORT


                        PURSUANT TO SECTION 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                               ------------------


                           Commission File No. 1-164


                               ------------------


                  For the fiscal year ended December 31, 1996



                      Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries



                              ASARCO Incorporated
                                180 Maiden Lane
                            New York, New York 10038


<PAGE>






                      Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries


                       Financial Statements and Schedules

                           December 31, 1996 and 1995



<PAGE>



                      Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries


                                     INDEX


<TABLE>
<CAPTION>
                                                                                                     Page
                                                                                                    Number
<S>                                                                                              <C>
Report of Independent Accountants                                                                     C22

Statement of Net Assets Available for
 Benefits, with Fund Information at December 31, 1996                                                 C23

Statement of Net Assets Available for
 Benefits, with Fund Information at December 31, 1995                                                 C24

Statement of Changes in Net Assets Available
 for Benefits, with Fund Information for the year ended
 December 31, 1996                                                                                    C25

Notes to Financial Statements                                                                       C26-C31

Supplemental Schedules:
  Form 5500 Item 27a*-Schedule of Assets Held
   for Investment Purposes at December 31, 1996                                                       C32

  Form 5500 Line 27d*-Schedule of Reportable
   Transactions for the year ended December 31, 1996                                                  C33

Consent of Independent Accountants                                                                    C34

</TABLE>


     *    Refers to item number in Form 5500 ("Annual  Return/Report of Employee
          Benefit  Plan") filed with the  Department  of Labor for the plan year
          ended December 31, 1996.

                                      C21



<PAGE>


                       REPORT OF INDEPENDENT ACCOUNTANTS
                                 -------------


To the Savings Plan Committee of ASARCO Incorporated
and Participating Subsidiaries:


We have audited the accompanying statements of net assets available for benefits
of the Savings Plan of ASARCO  Incorporated and Participating  Subsidiaries (the
"Plan") as of December 31, 1996 and 1995,  and the related  statement of changes
in net assets available for benefits for the year ended December 31, 1996. These
financial  statements  are the  responsibility  of the Plan  administrator.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the net assets available for benefits of the Plan as of
December 31, 1996 and 1995 and the changes in net assets  available for benefits
for the year ended  December  31, 1996 in  conformity  with  generally  accepted
accounting principles.

Our audits  were  performed  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental  schedules, as listed in
the index on page C21, are presented for the purpose of additional  analysis and
are not a required part of the basic financial  statements but are supplementary
information  required by the  Department  of Labor's Rules and  Regulations  for
Reporting and Disclosure  under the Employee  Retirement  Income Security Act of
1974.  The  Fund  Information  in the  accompanying  statements  of  net  assets
available for benefits and the statement of changes in net assets  available for
benefits is presented for purposes of additional analysis rather than to present
the  statements  of net assets  available for benefits and changes in net assets
available  for  benefits  of each  fund.  The  supplemental  schedules  and Fund
Information have been subjected to the auditing procedures applied in the audits
of the basic financial  statements and, in our opinion, are fairly stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.


                                                      COOPERS & LYBRAND L.L.P.


New York, New York
June 16, 1997


                                      C22



<PAGE>


       Savings Plan of ASARCO Incorporated and Participating Subsidiaries
     Statement of Net Assets Available for Benefits, with Fund Information
                              at December 31, 1996
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                                                                    Non-
                                                                                                                 Participant
                                                     Participant Directed                                         Directed
               ------------------------------------------------------------------------------------------------    ------
                                  Vanguard  Vanguard            
                Vanguard            Money    Short              Vanguard                                          
                 Index    Asarco   Market   Term U.S.             Index                                             Asarco
                 Trust    Common  Reserves  Treasury  Vanguard  Extended  Vanguard   Vanguard     Total            Common    
                  500      Stock    Prime     Bond   Wellington  Market  U.S.Growth Windsor II    Bond      Loan    Stock
               Portfolio   Fund   Portfolio Portfolio   Fund      Fund      Fund      Fund       Market     Fund     Fund    Total
                 ------    ----   --------  --------   ------     ----      ----     -----        ----      ----    -----    -----
ASSETS:
<S>            <C>       <C>       <C>      <C>        <C>       <C>       <C>       <C>        <C>       <C>     <C>       <C>
Investments,
   at fair
   value:
ASARCO Common                                                                                            
   Stock (cost
   $23,547)              $3,513                                                                                  $18,506    $22,019
Shares of
   registered
   investment
   companies:
Vanguard Money
   Market                                                                                                 
   Reserves
   Prime
   Portfolio
   (cost
   approximates
   market)                   17  $18,728                                                                           90      18,835
Vanguard Index
   Trust 500                                                                                                          
   Portfolio
 (cost $19,143) $29,014                                                                                                      29,014
Vanguard Short
   Term U.S.                                                                                                           
   Treasury
 Bond
   Portfolio
   (cost
   $7,819)                                 $7,812                                                                           7,812 
Vanguard                                                                                                              
   Wellington
   Fund (cost
   $8,337)                                            $9,855                                                                 9,855  
Vanguard Index
   Extended                                                                                                             
   Market Fund
 (cost $2,568)                                                  $3,077                                                       3,077
Vanguard U.S.                                                                                                         
   Growth Fund
   (cost
   $3,187)                                                                 $3,964                                             3,964 
Vanguard                                                                                                              
   Windsor II
   Fund (cost
   $7,588)                                                                           $9,329                                  9,329 
Total Bond                                                                                                                  
   Market
   (cost $712)                                                                                $716                             716
Loans to
   Participants                                                                                       $4,374                  4,374
                -------   ------  ------    ------   ------      ------    ------    ------   -----    ------     -------    -------

     Total      29,014    3,530   18,728    7,812     9,855       3,077     3,964     9,329     716    4,374      18,596    108,995
   Investments
Contributions
   Receivable:
  Participants     164       21       71       46        89          34        43        90       4                             562
  Company                                                                                                            197        197
Interest                                                                                                   29                    29
   Receivable
Loans
   Recievable       53        7       25       16        21           8         8        25       1      (164)  
                -------   ------  -------   ------    ------      ------    ------    ------   -----     ------    ------   --------
   
     TOTAL      29,231    3,558   18,824    7,874     9,965       3,119     4,015     9,444     721      4,239    18,793    109,783
               -------   ------  -------   ------    ------      ------    ------    ------   -----     -------  -------   --------
   ASSETS

NET ASSETS
AVAILABLE FOR
PLAN BENEFITS  $29,231   $3,558  $18,824   $7,874    $9,965      $3,119    $4,015    $9,444    $721     $4,239   $18,793   $109,783
               =======   ======  =======   ======    ======      ======    ======    ======    ====     ======   =======   ========
   
 
   


</TABLE>



                                                                             
The accompanying notes are an integral part of these financial statements.

                                      C23



<PAGE>


       Savings Plan of ASARCO Incorporated and Participating Subsidiaries
     Statement of Net Assets Available for Benefits, with Fund Information
                              at December 31, 1995
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                                                                    Non-
                                                                                                                 Participant
                                                     Participant Directed                                         Directed
               ------------------------------------------------------------------------------------------------    ------
                                  Vanguard  Vanguard            
                Vanguard            Money    Short              Vanguard                                          
                 Index    Asarco   Market   Term U.S.             Index                                             Asarco
                 Trust    Common  Reserves  Treasury  Vanguard  Extended  Vanguard   Vanguard     Total            Common    
                  500      Stock    Prime     Bond   Wellington  Market  U.S.Growth Windsor II    Bond      Loan    Stock
               Portfolio   Fund   Portfolio Portfolio   Fund      Fund      Fund      Fund       Market     Fund     Fund    Total
                 ------    ----   --------  --------   ------     ----      ----     -----        ----      ----    -----    -----
ASSETS:
<S>             <C>       <C>     <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>     <C>       <C>

Investments,
   at fair
   value:

ASARCO Common                                                                                           
   Stock (cost
   $19,784)              $2,494                                                                               $21,838       $24,332 
Shares of
   registered
   investment
   companies:
Vanguard Money
   Market                                                                                                   
   Reserves
   Prime
   Portfolio
   (cost
   approximates
   market)                  15  $19,078                                                                          129         19,222
Vanguard Index
   Trust 500                                                                                                        
   Portfolio
  (cost
   $17,258)    $23,328                                                                                                       23,328
Vanguard Short
   Term U.S.                                                                                                            
   Treasury
  Bond
   Portfolio
   (cost
   $8,845)                                 $8,958                                                                             8,958
Vanguard                                                                                                               
   Wellington
   Fund (cost
   $7,086)                                           $8,333                                                                   8,333
Vanguard Index
   Extended                                                                                                             
   Market Fund
   (cost
   $1,736)                                                       $2,093                                                       2,093
Vanguard U.S.                                                                                                           
   Growth Fund
   (cost
   $1,897)                                                                 $2,358                                             2,358
Vanguard                                                                                                              
   Windsor II
   Fund (cost
   $5,749)                                                                            $6,697                                  6,697
Total Bond                                                                                                                
   Market     
   (cost $370)                                                                                 $382                             382 
Loans to
   Participants                                                                                        $4,303                 4,303
                -------   -----   ------     -----    -----       -----     ------    -----   ----     ------    -------    -------
     Total      23,328    2,509   19,078     8,958    8,333       2,093     2,358     6,697    382      4,303     21,967    100,006
   Investments
Contributions
   Receivable:
  Participants     145       21       87        58       83          32        29        74     2                               531
  Company                                                                                                            187        187
Interest                                                                                                   26                    26
   Receivable
Loans
   Receivable       48        6       28        18       20           6         9        21              (157)        1   
               -------   ------  -------    ------   ------       -----     -----    ------   ------    ------   -------    ------- 
   
     TOTAL      23,521    2,536   19,193     9,034    8,436       2,131     2,396     6,792      384     4,172    22,155    100,750
               -------   ------  -------    ------   ------       -----     -----    ------   ------    ------   -------    -------
   ASSETS

NET ASSETS 
AVAILABLE FOR
PLAN BENEFITS  $23,521   $2,536  $19,193    $9,034   $8,436      $2,131    $2,396    $6,792      $384   $4,172   $22,155   $100,750
               =======   ======  =======    ======   ======      ======    ======    ======   =======   ======   =======   ========
   
   
  

</TABLE>



                                                                             
The accompanying notes are an integral part of these financial statements.

                                      C24



<PAGE>


       Savings Plan of ASARCO Incorporated and Participating Subsidiaries
Statement of Changes in Net Assets Available for Benefits, with Fund Information
                      for the year ended December 31, 1996
                             (dollars in thousands)

<TABLE>
<CAPTION>

                                      Vanguard   Vanguard              
                  Vanguard              Money     Short                Vanguard                                          
                   Index    Asarco     Market    Term U.S.               Index                                                   
                   Trust    Common    Reserves   Treasury    Vanguard  Extended  Vanguard   Vanguard    Total                      
                    500      Stock      Prime      Bond     Wellington  Market  U.S.Growth Windsor II   Bond      Loan         
                 Portfolio   Fund     Portfolio  Portfolio     Fund      Fund      Fund      Fund       Market    Fund     Total
                   ------    ----     --------   --------     ------     ----      ----     -----       ----     ----      -----



<S>                <C>       <C>       <C>        <C>        <C>        <C>       <C>       <C>        <C>      <C>       <C>

Investment Income
  Net Appreciation
     (Depreciation)                                                        
     in the Fair
     Value of
     Investments    $4,755   $(5,685)             $(134)     $605       $186    $434       $1,071     $(7)                 $1,225
  Dividends            631       660     $938       470       782        221     288          657      37                   4,684
  Interest                                                                                                      $328          328
                     -----    -------     ---       ---     -----        ---     ---       -----      ---       ----        -----   
    Total            5,386    (5,025)     938       336     1,387        407     722        1,728      30        328        6,237

Contributions
  Participants       2,015       265      939       612     1,104        430     445        1,060      46                   6,916
  Company                      2,407                                                                                        2,407

Loan Repayments        686       103      341       270       313         95     111          323       5     (2,247)

Transfer from                                  
   other plan          271       135      119        33       156         23      61           93       3         44          938  

Interfund transfers   (750)    1,434     (216)   (1,281)     (362)       183     551          180     261                           
                    -------   -----     -----    -------    -----       ----     ----        ----     ---       -----        ----   
           
    TOTAL                    
   ADDITIONS         7,608      (681)   2,121       (30)   2,598      1,138    1,890        3,384     345     (1,875)      16,498

DEDUCTIONS
  Withdrawals       1,282      1,543     2,142      856     766         66      181          500       2         117       7,455
  Loans               617        116       344      273     301         79       90          232       7      (2,059)
  General and                                  
   Administrative      (1)                   4        1       2          5                            (1)                     10    
                   ------     ------     -----    ------  -----     ------      ---         ----     ----      ------     ------
     TOTAL                    
  DEDUCTIONS        1,898      1,659     2,490    1,130   1,069        150      271          732       8      (1,942)      7,465
                   ------     ------    ------    -----   -----       ----     ----         ----     ----     -------     ------


Net Increase               
   (Decrease)       5,710    (2,340)     (369)    (1,160)  1,529        988    1,619       2,652      337          67       9,033

NET ASSETS
 AVAILABLE FOR
PLAN BENEFITS,
BEGINNING OF
 YEAR              23,521    24,691    19,193      9,034    8,436      2,131    2,396       6,792      384       4,172     100,750
                   ------   ------    -------     -----    -----      -----    -----       -----     -----      -----    --------   
   
  
   

NET ASSETS
 AVAILABLE FOR
 PLAN BENEFITS,
 END OF YEAR       $29,231   $22,351    $18,824   $7,874  $9,965     $3,119   $4,015      $9,444      $721     $4,239   $109,783
                   =======  =======    =======   ======   ======     ======   ======      ======     ======    ======   ========
   
   

</TABLE>




                                                                             
The accompanying notes are an integral part of these financial statements.

                                      C25



<PAGE>


                      Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries

                         Notes to Financial Statements


1.       Plan Description

         The following  description  of the Savings Plan of Asarco  Incorporated
         and  Participating  Subsidiaries  (the  "Plan")  provides  only general
         information.  Reference  should  be made  to the  Plan  document  for a
         complete  description  of  the  Plan  and  Plan  amendments,  including
         eligibility requirements and vesting provisions.

         General:

         Effective  January  1,  1980,   ASARCO   Incorporated  (the  "Company")
         established the Savings Plan of ASARCO  Incorporated and  Participating
         Subsidiaries   (the  "Plan"),   which  has  been  amended   thereafter.
         Contributions   commenced   in  July  1980.   The  Plan  is  a  defined
         contribution  plan and is administered by the Savings Plan Committee in
         accordance  with authority  delegated by the Fiduciary  Committee.  The
         Plan is designed  to provide a method of savings by eligible  employees
         for their  retirement and other needs, and to enable them to acquire an
         ownership interest in the Company.

         Contributions:

         Employees are eligible for  participation  in the Plan after completing
         six months of service. Each eligible employee wishing to participate in
         the Plan must elect to authorize pre-tax and/or post-tax  contributions
         by payroll deduction.  Contributions are stated in whole percentages of
         1%  to  12%  of  the  participant's  basic  earnings,   as  defined.  A
         participant  may elect to increase,  decrease or suspend the pre-tax or
         post-tax  contributions on the first day of any calendar  quarter.  The
         Internal  Revenue Code of 1986 (the  "Code"),  as amended,  limited the
         maximum  amount an employee may contribute on a pre-tax basis to $9,500
         in 1996 and $9,240 in 1995.

         Matching  Company  Contribution - The Company matches the first 6% of a
         participant's  monthly  contribution  at the rate of 50%.  The matching
         contribution  may be made in either cash or ASARCO  Common Stock and in
         the case of cash, the Plan's trustee,  Vanguard Fiduciary Trust Company
         ("Vanguard"),  is required to purchase  ASARCO  Common  Stock.  Company
         contributions  for the year ended  December  31, 1996  consisted of the
         following:

<TABLE>
<CAPTION>
                    <S>                                     <C>
                    Cash                                                $      162
                    Asarco Common Stock                                  2,407,309
                                                                        ----------
                                                                        $2,407,471
</TABLE>

         The Company is not obligated to make a  contribution  during any period
         in  which  it has  no  accumulated  retained  earnings.  The  Company's
         contributions  are subject to all legal  restrictions  which may apply,
         including  Sections  401 and 415 of the Code,  which  limit the  annual
         contributions to an employee's account.

         Participants  are  100%  vested  in both  their  contributions  and the
         Company's matching contribution upon participation in the Plan.


                                      C26



<PAGE>


                      Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries

                   Notes to Financial Statements - Continued


        Loans:

       The Plan provides for loans to participants who have  participated in the
       Plan for at least one year, subject to certain  limitations.  The maximum
       loan allowed to each  participant  is limited to the lesser of 50% of the
       total  value of the  participant's  accounts,  or $50,000  reduced by the
       outstanding balance of any plan loans to such participant.
 
       A participant's  loan is repayable  within five years or immediately upon
       termination  of  employment.  Interest is currently  accrued at the prime
       rate.  Loans are secured by a lien on the  participant's  interest in the
       Plan.  Loan  repayments are made through  payroll  withholdings  from the
       participant's  earnings.  A  participant  may  pre-pay a loan at any time
       without penalty.

2.  Significant Plan Amendments

       On June 30, 1995,  the Plan was amended  effective July 1, 1995 to permit
       employees   to  increase,   decrease  or  suspend   pre-tax  or  post-tax
       contributions as of the first day of any calendar  quarter;  to include a
       change  in  the  definition  of  Basic  Earnings  to  recognize   pre-tax
       contributions made to the Company's Ben-A-Flex program; and to change the
       definition of Eligible Employee to exclude employees  receiving  benefits
       under the Company's Long-Term Disability Plan.


3.  Summary of Significant Accounting Policies

       Valuation of Investments:

       Shares of  registered  investment  companies  and the Asarco Common Stock
       Fund are valued at quoted  market  prices which  represent  the net asset
       value of shares held by the Plan at year-end. Basis of Accounting:
       
       The  financial  statements  of the Plan are  prepared  under the  accrual
       method of accounting.

       Investment Transactions and Investment Income:

       Transactions are accounted for on a trade-date basis. Average cost is the
       basis  used  in  the  determination  of  gains  or  losses  on  sales  of
       securities.  Dividend income is recorded at the ex-dividend  date. Income
       from other investments is recorded as earned.

       Net  (depreciation)   appreciation  in  the  fair  value  of  the  Plan's
       investments, as shown in the statement of changes in net assets, consists
       of  the  realized  gains  or  losses  and  the  unrealized   appreciation
       (depreciation) on those investments.

                                      C27



<PAGE>


                      Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries

                   Notes to Financial Statements - Continued


       Contributions:

       The  Company's  matching  contributions  are measured by reference to the
       participant contributions and are not discretionary.

       Loans to Participants:

       Loans to  participants  are  presented  in the  Statement  of Net  Assets
       Available for Plan Benefits as Plan assets.

       Withdrawals:

       Withdrawals are recorded when paid.

       Plan Expenses:

       The Company pays all administrative expenses of the Plan including trust,
       recordkeeping,  consulting,  audit and legal fees,  with the exception of
       loan  administration  fees  which are  charged  to  participants.  Taxes,
       excluding  transfer taxes on shares of Asarco Common Stock distributed to
       participants  or their  beneficiaries,  and  investment  fees  related to
       Vanguard Funds are paid from the net assets of such funds.

       Use of Estimates:

       The  preparation  of financial  statements in conformity  with  generally
       accepted  accounting  principles  requires management to make significant
       estimates and assumptions  that affect the reported amounts of assets and
       liabilities and  disclosures of contingent  assets and liabilities at the
       date of the financial  statements and the reported amounts of revenue and
       expenses  during the reporting  period.  Actual results could differ from
       those estimates.



4.  Investment Funds

       Vanguard is the investment  manager and participant  recordkeeper for all
       investment funds of the Plan.  Vanguard is also the trustee of all of the
       funds.

       Upon enrollment in the Plan throughout 1996,  participants directed their
       elected  contributions  to be  invested  in one or more of the  following
       funds in multiples of 5%:

    o     Vanguard  Index Trust 500  Portfolio  - A fund  invested in all of the
          stocks  included  in the  Standard & Poor's 500  Composite  Index (the
          "Index") in approximately the same proportions as they are represented
          in the  Index.  At  December  31,  1996 and 1995,  the  number of Plan
          participants  who held an  interest  in this  fund was 1,382 and 1,272
          respectively.

    o     Vanguard Money Market  Reserves Prime Portfolio - A fund invested in a
          portfolio of high quality money market  instruments with maturities of
          one year or less.  At December  31, 1996 and 1995,  the number of Plan
          participants  who held an  interest  in this fund was 1,137 and 1,222,
          respectively.
                                      C28



<PAGE>


                      Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries

                   Notes to Financial Statements - Continued

     o    Vanguard  Short Term U.S.  Treasury  Bond  Portfolio - A fund invested
          primarily  in  short-term  U.S.  Treasury  securities  with an average
          maturity of two to three  years.  At December  31, 1996 and 1995,  the
          number of Plan  participants who held an interest in this fund was 615
          and 680, respectively.

     o    Vanguard Wellington Fund - A fund invested in bonds and common stocks.
          The bonds are held for  relative  stability  of income and  principal,
          while the common stocks are held for  potential  growth of capital and
          income. At December 31, 1996 and 1995, the number of Plan participants
          who held an interest in this fund was 882 and 827, respectively.

     o    Vanguard Index Extended Market Fund - A fund which provides investment
          results that correspond to the aggregate  price and yield  performance
          of the Wilshire 4500 Index.  The Wilshire 4500 Index  consists of over
          4,500 U.S. common stocks  (primarily  medium and small  capitalization
          stocks) that are not  included in the Standard & Poor's 500  Composite
          Stock Price Index.  At December 31, 1996 and 1995,  the number of Plan
          participants  who  held an  interest  in this  fund  was 451 and  403,
          respectively.

     o    Vanguard U.S. Growth Fund - A fund invested primarily in a diversified
          portfolio of common stocks with  above-average  growth  potential.  At
          December 31, 1996 and 1995, the number of Plan  participants  who held
          an interest in this fund was 481 and 362, respectively.
   
     o    Vanguard Windsor II Fund - A fund invested in common stocks to provide
          capital  appreciation  and dividend  income.  At December 31, 1996 and
          1995,  the number of Plan  participants  who held an  interest in this
          fund was 946 and 800, respectively.
    
     o    Asarco Common Stock Fund - A fund that invests  exclusively  in ASARCO
          Incorporated common stock with a small amount invested in the Vanguard
          Money   Market   Reserves   Prime   Portfolio   to  allow  for  timely
          responsiveness  to Plan  transactions.  At December 31, 1996 and 1995,
          the number of Plan  participants who held an interest in this fund was
          2,091 and 2,001, respectively.
   
    o     Total Bond  Market - A fund that  holds a  combination  of  securities
          which, taken together,  are expected to perform similarly to the Total
          Bond Market Portfolio of the Lehman Brothers  Aggregate Bond Index. At
          December 31, 1996, 74 Plan participants held an interest in this fund.

The Plan also maintains the following fund:

     o    Loan Fund - A fund designed to facilitate the  recordkeeping and other
          administrative  functions relating to loans made to participants based
          on their  account  balances  (See Note 1). These loans are recorded as
          receivables of the Plan.
                                      C29



<PAGE>


                      Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries

                   Notes to Financial Statements - Continued


Risks and Uncertainties:

The Plan provides for  investment  options in various  mutual funds.  Investment
securities  are  exposed to various  risks,  such as interest  rate,  market and
credit. Due to the level of risk associated with certain  investment  securities
and the level of  uncertainty  related  to  changes  in the value of  investment
securities, it is at least reasonably possible that changes in risks in the near
term would  materially  affect  participant's  account  balances and the amounts
reported in the  statement  of net assets  available  for plan  benefits and the
statement of changes in the assets available for plan benefits. Participants are
advised to read a Vanguard  prospectus  or the Plan's  summary plan  description
before investing in any fund.

Vanguard as recordkeeper  maintains  individual  account records reflecting each
participant's  net  interest in each fund of the Plan in which such  participant
invests.  Participant's  net interest in each fund of the Plan is represented by
units of participation. The following schedule shows the number of units and the
net asset value per unit or per share in each fund:

<TABLE>
<CAPTION>
                                                     December 31, 1996                     December 31, 1995
                                                     -----------------                     -----------------
                                                                     Net Asset                           Net Asset
                                                    Number of          Value            Number of          Value
                                                     Units           Per Unit            Units            Per Unit
<S>                                                    <C>            <C>                 <C>                 <C>

Asarco Common Stock Fund*                            2,381,684          $9.29          2,048,210           $11.95

Vanguard Index Trust
 500 Portfolio*                                        419,520         $69.16            405,004           $57.60

Vanguard Money Market Reserves Prime
  Portfolio*                                        18,727,988          $1.00         19,078,354            $1.00

Vanguard Short Term U.S. Treasury Bond
  Portfolio*                                           768,103         $10.17            868,060           $10.32

Vanguard Wellington Fund*                              376,883         $26.14            341,107           $24.43

Vanguard Windsor II Fund*                              391,461         $23.83            324,145           $20.66

Vanguard U.S. Growth Fund                              166,956         $23.74            115,866           $20.35

Vanguard Index Extended
  Market Fund                                          117,469         $26.19             86,948           $24.07

 Total Bond Market                                      72,760          $9.84             37,632           $10.15
</TABLE>

         *Represents 5% or more of net assets available for plan benefits.

                                      C30



<PAGE>


                      Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries

                   Notes to Financial Statements - Continued

5.  Net Appreciation (Depreciation) in Fair Value of Plan Investments

    The   net  appreciation  (depreciation)  of the  fair  value  of the  Plan's
    investments is summarized as follows:
<TABLE>
<CAPTION>
                                                              December 31, 1996                    December 31, 1995
                                                              -----------------                    -----------------
        <S>                                                    <C>                                            <C>
        Vanguard Index Trust
          500 Portfolio                                          $4,755,328                             $5,703,219

        ASARCO Common Stock Fund                                 (5,684,656)                             2,850,974

        Vanguard Short Term U.S.
          Treasury Bond Portfolio                                  (133,890)                               460,436

        Vanguard Wellington Fund                                    605,107                              1,579,545

        Vanguard Windsor II Fund                                  1,071,258                              1,318,851

        Vanguard U.S. Growth Fund                                   433,725                                502,178

        Vanguard Index Extended Market Fund                         185,663                                417,047

        Total Bond Market                                            (6,978)                                10,907
                                                                 -----------                           -----------

                 Total                                           $1,225,557                            $12,843,157
                                                                 ==========                            ===========
</TABLE>

6.  Tax Status

       The Plan,  as amended  through  July 27,  1994,  has received a favorable
       determination  from the  Internal  Revenue  Service  ("IRS") that it is a
       qualified  plan and trust  under  Section  401(a) of the Code and,  thus,
       exempt from federal  income taxes under  provisions of Section  501(a) of
       the Code.  The Plan has been amended since  receiving  the  determination
       letter.  However,  the Plan  administrator  and the  Plan's  tax  counsel
       believe  that the Plan is designed  and is  currently  being  operated in
       compliance with the applicable requirements of the Code.

7.  Termination Priorities

       Although it has not expressed  any intent to do so, the Company  reserves
       the right to amend or discontinue  the Plan by action of the Board at any
       time. In the event of termination or partial termination of the Plan or a
       complete discontinuance of matching Company contributions under the Plan,
       each affected participant shall be 100% vested in all amounts credited to
       their account at the date of such termination,  partial  termination,  or
       complete discontinuance of matching Company contributions.

                                      C31



<PAGE>


                      Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries

                               Form 5500 Item 27a
                Schedule of Assets Held for Investment Purposes
                              at December 31, 1996
<TABLE>
<CAPTION>
                                                                                         Cost or         Market
       Identity of Issue or Borrower                                                    Book Value       Value
     <S>                                                                                    <C>           <C>

       Vanguard Index Trust 500 Portfolio                                               $19,142,523    $29,014,032

       Asarco Common Stock Fund                                                          23,547,160     22,125,848

       Vanguard Short Term U.S. Treasury Bond Portfolio                                   7,819,278      7,811,607

       Vanguard Money Market Reserves Prime Portfolio                                    18,727,988     18,727,988

       Vanguard Wellington Fund                                                           8,336,848      9,855,486

       Vanguard Index Extended Market Fund                                                2,568,105      3,076,515

       Vanguard U.S. Growth Fund                                                          3,187,238      3,963,530

       Vanguard Windsor II Fund                                                           7,587,552      9,328,509

      Total Bond Market                                                                     712,173        715,960

     Loan Fund
       Participants' Loans (interest rates range from 8.25% to 8.5%)
                                                                                          4,374,019      4,374,019
                                                                                        -----------      ----------

       TOTAL INVESTMENTS                                                                $96,002,884    $108,993,494
                                                                                        ===========    ============
</TABLE>






                                      C32



<PAGE>


                      Savings Plan of ASARCO Incorporated
                         and Participating Subsidiaries


                               Form 5500 Line 27d
                      Schedule of Reportable Transactions
                      for the year ended December 31, 1996

<TABLE>
<CAPTION>
                                Number of      Number of        Purchase          Selling                Basis of     Net Gain
      Description of Asset      Purchases        Sales           Price             Price                  Asset       or (Loss)
      --------------------      ---------        -----           -----             -----                  -----      ---------
<S>                                <C>            <C>            <C>               <C>              <C>               <C>

Asarco Common Stock Fund           142            172           $7,521,338        $4,186,945            $3,902,180    $284,765

Vanguard Index Trust
 500 Portfolio                     122            177            5,061,036         4,130,592             3,176,995    953,597

Vanguard Money Market
 Reserves Prime Portfolio          188            205            6,942,695         7,293,062             7,293,062          -

Vanguard Short Term U.S.
 Treasury Bond Portfolio           135            164            2,358,827         3,371,717             3,384,749    (13,032)

Vanguard Wellington Fund           81             157            3,249,729         2,332,611             1,998,510    334,101

Vanguard Windsor II                110            150            3,439,504         1,879,104             1,600,870    278,234

</TABLE>





                                      C33



<PAGE>




                       CONSENT OF INDEPENDENT ACCOUNTANTS




We consent to the  incorporation by reference in the  Prospectuses  constituting
part of the  Registration  Statements of ASARCO  Incorporated  on Form S-3 (File
Nos.  33-45631,  33-55993  and  333-02359)  and on Form S-8 (File Nos.  2-67732,
2-83782 and 33-34606, 333-16875 and 333-18083) of our report dated June 16, 1997
on our audits of the  Statements  of Net Assets  Available  for  Benefits of the
Savings  Plan  of  ASARCO  Incorporated  and  Participating  Subsidiaries  as of
December 31, 1996 and 1995, the  Supplemental  Schedules as of December 31, 1996
and for the year then ended and the Statement of Changes in Net Assets Available
for Benefits for the year ended  December 31, 1996,  which report is included in
this  Annual  Report on Form  11-K.  We also  consent  to the  incorporation  by
reference  of such  report  in the 1996  Annual  Report  on Form  10-K of ASARCO
Incorporated.



                                                        COOPERS & LYBRAND L.L.P.




New York, New York
June 16, 1997




                                      C34