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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM 10-K/A

(Mark One)

[x]  Annual Report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the fiscal year ended December 31, 1996.

[ ]  Transition Report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the transition period from ___ to ___.


                       Commission file number 0-15836


                                Rexworks Inc.
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      (Exact name of small business issuer as specified in its charter)

          Delaware                                           39-1406918     
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                                   
   445 West Oklahoma Avenue, Milwaukee,  Wisconsin                      53207
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  (Address of principal executive offices)                            (Zip Code)

        Issuer's telephone number, including area code: 414-747-7200
                                                       --------------

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

                                                           Name of Each Exchange
Title of each class                                         on Which Registered
-------------------                                        ---------------------
      NONE                                                          NONE
                                             
                                              

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

                        Common Stock, Par Value $.12
                        ----------------------------
                              (Title of class)

     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



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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]

     The aggregate market value on February 28, 1997 of the voting stock
held by non-affiliates of the registrant was approximately $4,268,000.  On
February 28, 1997, there were 1,896,668 shares of the registrant's common stock
outstanding.


                     DOCUMENTS INCORPORATED BY REFERENCE
                                                                          

                                                 Part and Item Number of
           Document                       Form 10-K into which incorporated 
           --------                       ---------------------------------

   Rexworks Notice of Annual                        Part III, Item 10      
   Meeting Of Stockholders and                      Part III, Item 11      
   Proxy Statement for the 1997                     Part III, Item 12      
   Annual Meeting of Stockholders                                          
         
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      Item 3 of Part I of the Annual Report on Form 10-K of Rexworks Inc. for 
the fiscal year ended December 31, 1996, filed with the Securities and Exchange
Commission on March 31, 1997, is hereby amended in its entirety as follows to
reflect the information required by such item.

                                   PART I

ITEM 3. LEGAL PROCEEDINGS

      Product liability claims against the Company arise from time to time in 
the ordinary course of business. The Company is currently party to a number of
legal proceedings involving product liability claims in a number of states,
some of which involve significant claims. These proceedings are now pending
before courts in various stages or are in discovery stages. In most instances,
pending claims allege the Company produced faulty product which led to injury.
The Company generally denies liability and intends to vigorously defend these
proceedings.

      The Company does not purchase product liability insurance because, in the
opinion of management, the premiums the Company would have to pay for such
insurance are not justified by the Company's historical and expected future
loss experience. Accordingly, all costs associated with product liability
claims must be paid by the Company and are not covered by any insurance.

      As of December 31, 1996, there were eight open product liability cases 
against the Company.  There is a possibility that up to four of these cases, 
including two of the more significant cases, may come to trial in 1997. There 
is also the possibility that the trial dates for those cases may be postponed 
or the Company may consider settlement offers.

      Management believes the Company has liability defenses for each of the 
cases that may come to trial in 1997, but does recognize there is an inherent
uncertainty as to the eventual resolution of unsettled claims. In the opinion
of management, any losses with respect to existing claims in excess of
established reserves will not have a material impact on the Company's operating
income or financial condition.


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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 Form 10-K/A to be 
signed on its behalf by the undersigned, thereunto duly authorized.

                                    REXWORKS INC.                        
                                                                         
                                    By /s/ Laurance R. Newman 
                                      ------------------------------     
                                                                         
                                            Laurance R. Newman 
                                    President and Chief Executive Officer

                                    Date: November 26, l997

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-K/A has been signed below by the following persons on behalf of the 
Company and in the capacities and on the dates indicated.

/s/ Laurance R. Newman 
------------------------       President and Chief             November 26, 1997
Laurance R. Newman             Executive Officer (Principal
                               Executive Officer)

/s/ Thomas D. Lauerman   
------------------------       Vice President -                November 26, 1997
Thomas D. Lauerman             Administration, Secretary,
                               Treasurer and Chief Financial
                               Officer (Principal Financial
                               Officer)

/s/ Frederick L. Brengel       
------------------------       Director                        November 26, 1997
Frederick L. Brengel

/s/ Bruce Beda
------------------------       Director                        November 26, l997
Bruce A. Beda                                                                  

/s/ Richard Van Deuren
------------------------       Director                        November 26, l997
Richard A. Van Deuren                                    


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