<PAGE>   1
 
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
   
                                  FORM 10-K/A
    
   [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934
 
       FOR THE FISCAL YEAR ENDED JANUARY 31, 1997
 
                                       OR
 
   [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934
 
                             ---------------------
 
                          REGISTRATION NUMBER 33-85930
 
   
                       TRANSAMERICAN REFINING CORPORATION
    
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                            <C>
                    TEXAS                                        76-0229632
       (State or other jurisdiction of                        (I.R.S. employer
        incorporation or organization)                      identification no.)
 
     1300 NORTH SAM HOUSTON PARKWAY EAST
                  SUITE 320
                HOUSTON, TEXAS                                     77032
   (Address of principal executive offices)                      (Zip code)
</TABLE>
 
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 986-8811
 
                             ---------------------
 
     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]
 
     The number of shares of common stock and common stock purchase warrants of
the registrant outstanding on April 30, 1997, was 30,000,000 and 7,495,313,
respectively.
 
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<PAGE>   2
 
                                    PART IV
 
ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 
(A) FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
 
<TABLE>
<CAPTION>
                                                                  PAGE
                                                                  ----
    <S>                                                           <C>
    (1) Report of Independent Accountants.......................   16
         Balance Sheet..........................................   17
         Statement of Operations................................   18
         Statement of Stockholder's Equity......................   19
         Statement of Cash Flows................................   20
         Notes to Financial Statements..........................   21
</TABLE>
 
     (2) All schedules have been omitted because the information is either not
         required or is set forth in the financial statements or the notes
         thereto.
 
     (3) Exhibits
 
     The following instruments are included as exhibits to this Annual Report on
Form 10-K and are filed herewith unless otherwise indicated. Exhibits
incorporated by reference are so indicated by parenthetical information.
 
<TABLE>
<C>                      <S>
          2.1            -- Stock Transfer Agreement dated as of February 23, 1995,
                            between TARC, TEC and TransAmerican (previously filed as
                            Exhibit 2 to TARC's and TEC's Current Report on Form 8-K
                            dated March 14, 1995 and incorporated herein by
                            reference)
          3.1            -- Articles of Incorporation of TARC (previously filed as
                            Exhibit 3.1(i) to TARC's and TEC's Registration Statement
                            on Form S-1 (Registration No. 33-82200) and incorporated
                            herein by reference)
          3.2            -- By-laws of TARC (previously filed as Exhibit 3.1(ii) to
                            TARC's and TEC's Registration Statement on Form S-1
                            (Registration No. 33-82200) and incorporated herein by
                            reference)
          4.1            -- Indenture dated as of February 15, 1995, between TARC,
                            First Fidelity Bank, National Association, as Trustee and
                            TEC, with respect to the Guaranteed First Mortgage
                            Discount Notes and the Guaranteed First Mortgage Notes
                            (together, the "Notes"), including the forms of Notes as
                            exhibits (previously filed as Exhibit 3 to TARC's and
                            TEC's Current Report on Form 8-K dated March 14, 1995 and
                            incorporated herein by reference)
          4.2            -- Warrant Agreement dated as of February 23, 1995, among
                            the Company, TEC and First Fidelity Bank, National
                            Association, as Warrant Trustee, with respect to the
                            Common Stock Purchase Warrants including the form of
                            Warrant as an exhibit (previously filed as Exhibit 4 to
                            TARC's and TEC's Current Report on Form 8-K dated March
                            14, 1995 and incorporated herein by reference)
          4.3            -- Pledge Agreement dated as of February 23, 1995, from TARC
                            to First Fidelity Bank, National Association, as Trustee
                            (previously filed as Exhibit 5 to TARC's and TEC's
                            Current Report on Form 8-K dated March 14, 1995 and
                            incorporated herein by reference)
          4.4            -- Security Agreement dated as of February 23, 1995, from
                            TARC to First Fidelity Bank, National Association, as
                            Trustee (previously filed as Exhibit 6 to TARC's and
                            TEC's Current Report on Form 8-K dated March 14, 1995 and
                            incorporated herein by reference)
</TABLE>
 
                                        1
<PAGE>   3
 
   
<TABLE>
<C>                      <S>
          4.5            -- Cash Collateral and Disbursement Agreement dated as of
                            February 23, 1995, among TARC, First Fidelity Bank,
                            National Association, as Trustee, First Fidelity Bank,
                            N.A., as Disbursement Agent, and Baker & O'Brien, Inc.,
                            as Construction Supervisor (previously filed as Exhibit 7
                            to TARC's and TEC's Current Report on Form 8-K dated
                            March 14, 1995 and incorporated herein by reference)
          4.6            -- Mortgage, Assignment of Leases and Rents, Security
                            Agreement and Financing Statement from TARC in favor of
                            First Fidelity Bank, National Association, as Trustee
                            (previously filed as Exhibit 8 to TARC's and TEC's
                            Current Report on Form 8-K dated March 14, 1995 and
                            incorporated herein by reference)
          4.7            -- Registration Rights Agreement dated as of February 23,
                            1995, between TransTexas, TARC, and TEC (previously filed
                            as Exhibit 10 to TARC's and TEC's Current Report on Form
                            8-K dated March 14, 1995 and incorporated herein by
                            reference)
          4.8            -- First Supplemental Indenture dated as of February 24,
                            1997 among the Company, TEC and First Union National
                            Bank, f/k/a First Fidelity Bank, N.A. (previously filed
                            as an exhibit to TARC's Annual Report on Form 10-K for
                            the fiscal year ended January 31, 1997 and incorporated
                            herein by reference).
          4.9            -- Indenture dated as of March 14, 1997, between TARC and
                            First Union National Bank, as Trustee, with respect to
                            the $36 million Senior Secured Notes due 1998, including
                            the form of Note as an exhibit (previously filed as an
                            exhibit to TARC's Annual Report on Form 10-K for the
                            fiscal year ended January 31, 1997 and incorporated
                            herein by reference).
          4.10           -- Pledge Agreement dated as of March 14, 1997, from TARC to
                            First Union National Bank, as Trustee (previously filed
                            as an exhibit to TARC's Annual Report on Form 10-K for
                            the fiscal year ended January 31, 1997 and incorporated
                            herein by reference).
          4.11           -- Security Agreement dated as of March 14, 1997, from TARC
                            to First Union National Bank, as Trustee (previously
                            filed as an exhibit to TARC's Annual Report on Form 10-K
                            for the fiscal year ended January 31, 1997 and
                            incorporated herein by reference).
          4.12           -- Cash Collateral and Disbursement Agreement dated as of
                            March 14, 1997, between TARC and First Union National
                            Bank, as Trustee and Disbursement Agent (previously filed
                            as an exhibit to TARC's Annual Report on Form 10-K for
                            the fiscal year ended January 31, 1997 and incorporated
                            herein by reference).
          4.13           -- First Amendment to Cash Collateral and Disbursement
                            Agreement dated as of April 3, 1997, between TARC and
                            First Union National Bank, as Trustee and Disbursement
                            Agent (previously filed as an exhibit to TARC's Annual
                            Report on Form 10-K for the fiscal year ended January 31,
                            1997 and incorporated herein by reference).
         10.1            -- Services Agreement dated August 24, 1993, by and among
                            TARC, TEC, TransTexas and TransAmerican, as amended
                            (previously filed as Exhibit 10.1 to TARC's and TEC's
                            Registration Statement on Form S-1 (Registration No.
                            33-82200) and incorporated herein by reference)
         10.2            -- Tax Allocation Agreement dated August 24, 1993, by and
                            among TransAmerican, TEC, TARC, TransTexas and the other
                            subsidiaries of TransAmerican, as amended (previously
                            filed as Exhibit 10.2 to TARC's and TEC's Registration
                            Statement on Form S-1 (Registration No. 33-82200) and
                            incorporated herein by reference)
         10.3            -- Indemnification Agreement by and between TARC and each of
                            its directors (previously filed as Exhibit 10.3 to TARC's
                            and TEC's Registration Statement on Form S-1
                            (Registration No. 33-82200) and incorporated herein by
                            reference)
</TABLE>
    
 
                                        2
<PAGE>   4
   
<TABLE>
<S>                      <S>
         10.4            -- Interruptible Gas Sales Terms and Conditions dated
                            between TARC and TransTexas, as amended (previously filed
                            as Exhibit 10.4 to TARC's and TEC's Registration
                            Statement on Form S-1 (Registration No. 33-82200) and
                            incorporated herein by reference)
         10.5            -- Intercompany Note dated as of August 12, 1994, executed
                            by TARC for the benefit of TransAmerican (previously
                            filed as Exhibit 10.5 to TARC's and TEC's Registration
                            Statement on Form S-1 (Registration No. 33-82200) and
                            incorporated herein by reference)
         10.6            -- Processing Agreement dated March 20, 1996 by and between
                            TARC and J. Aron & Company (previously filed as an
                            exhibit to TARC's Form 10-K for the transition period
                            ended January 31, 1996, and incorporated herein by
                            reference)
         10.7            -- Employment Agreement dated June 12, 1995, between TARC
                            and R. Glenn McGinnis (previously filed as an exhibit to
                            TARC's Form 10-K for the transition period ended January
                            31, 1996, and incorporated herein by reference)
         10.8            -- Processing Agreement dated April 22, 1996 between TARC
                            and Glencore Ltd. (previously filed as an exhibit to
                            TARC's Form 10-Q for the quarter ended April 30, 1996,
                            and incorporated herein by reference)
         11.1            -- Statement of Computation of Net Income (Loss) Per Share
                            (previously filed as an exhibit to TARC's Annual Report
                            on Form 10-K for the fiscal year ended January 31, 1997
                            and incorporated herein by reference).
         21.1            -- Schedule of Subsidiaries (previously filed as Exhibit
                            21.1 to TARC's and TEC's Registration Statement on Form
                            S-1 (Registration No. 33-82200) and incorporated herein
                            by reference)
         27.1            -- Financial Data Schedule.
        *99.1            -- Financial Statements of TransTexas Gas Corporation as
                            filed as a part of the Annual Report on Form 10-K of
                            TransTexas Gas Corporation for the fiscal year ended
                            January 31, 1997.
</TABLE>
    
 
---------------
 
* Filed herewith.
 
(b) Reports on Form 8-K.
 
     There were no current reports on Form 8-K filed during the fourth quarter
of the fiscal year ended January 31, 1997.
 
                                        3
<PAGE>   5
 
                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on May 1, 1997.
 
                                        TRANSAMERICAN REFINING CORPORATION
 
                                        By:        /s/ JOHN R. STANLEY
                                           -------------------------------------
                                                      John R. Stanley
                                                  Chief Executive Officer
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities indicated on May 1, 1997.
 
<TABLE>
<CAPTION>
                        NAME                                                TITLE
                        ----                                                -----
<C>                                                      <S>
 
                 /s/ JOHN R. STANLEY                     Director, Chairman of the Board, President,
-----------------------------------------------------      and Chief Executive Officer (Principal
                   John R. Stanley                         Executive Officer)
 
               /s/ DONALD B. HENDERSON                   Director
-----------------------------------------------------
                 Donald B. Henderson
 
                /s/ THOMAS B. MCDADE                     Director
-----------------------------------------------------
                  Thomas B. McDade
 
                /s/ EDWIN B. DONAHUE                     Vice President and Secretary
-----------------------------------------------------      (Principal Financial and
                  Edwin B. Donahue                         Accounting Officer
</TABLE>
 
                                        4
<PAGE>   6
 
                               INDEX TO EXHIBITS
 
     The following instruments are included as exhibits to this Annual Report on
Form 10-K and are filed herewith unless otherwise indicated. Exhibits
incorporated by reference are so indicated by parenthetical information.
 
   
<TABLE>
<C>                      <S>
          2.1            -- Stock Transfer Agreement dated as of February 23, 1995,
                            between TARC, TEC and TransAmerican (previously filed as
                            Exhibit 2 to TARC's and TEC's Current Report on Form 8-K
                            dated March 14, 1995 and incorporated herein by
                            reference)
          3.1            -- Articles of Incorporation of TARC (previously filed as
                            Exhibit 3.1(i) to TARC's and TEC's Registration Statement
                            on Form S-1 (Registration No. 33-82200) and incorporated
                            herein by reference)
          3.2            -- By-laws of TARC (previously filed as Exhibit 3.1(ii) to
                            TARC's and TEC's Registration Statement on Form S-1
                            (Registration No. 33-82200) and incorporated herein by
                            reference)
          4.1            -- Indenture dated as of February 15, 1995, between TARC,
                            First Fidelity Bank, National Association, as Trustee and
                            TEC, with respect to the Guaranteed First Mortgage
                            Discount Notes and the Guaranteed First Mortgage Notes
                            (together, the "Notes"), including the forms of Notes as
                            exhibits (previously filed as Exhibit 3 to TARC's and
                            TEC's Current Report on Form 8-K dated March 14, 1995 and
                            incorporated herein by reference)
          4.2            -- Warrant Agreement dated as of February 23, 1995, among
                            the Company, TEC and First Fidelity Bank, National
                            Association, as Warrant Trustee, with respect to the
                            Common Stock Purchase Warrants including the form of
                            Warrant as an exhibit (previously filed as Exhibit 4 to
                            TARC's and TEC's Current Report on Form 8-K dated March
                            14, 1995 and incorporated herein by reference)
          4.3            -- Pledge Agreement dated as of February 23, 1995, from TARC
                            to First Fidelity Bank, National Association, as Trustee
                            (previously filed as Exhibit 5 to TARC's and TEC's
                            Current Report on Form 8-K dated March 14, 1995 and
                            incorporated herein by reference)
          4.4            -- Security Agreement dated as of February 23, 1995, from
                            TARC to First Fidelity Bank, National Association, as
                            Trustee (previously filed as Exhibit 6 to TARC's and
                            TEC's Current Report on Form 8-K dated March 14, 1995 and
                            incorporated herein by reference)
          4.5            -- Cash Collateral and Disbursement Agreement dated as of
                            February 23, 1995, among TARC, First Fidelity Bank,
                            National Association, as Trustee, First Fidelity Bank,
                            N.A., as Disbursement Agent, and Baker & O'Brien, Inc.,
                            as Construction Supervisor (previously filed as Exhibit 7
                            to TARC's and TEC's Current Report on Form 8-K dated
                            March 14, 1995 and incorporated herein by reference)
          4.6            -- Mortgage, Assignment of Leases and Rents, Security
                            Agreement and Financing Statement from TARC in favor of
                            First Fidelity Bank, National Association, as Trustee
                            (previously filed as Exhibit 8 to TARC's and TEC's
                            Current Report on Form 8-K dated March 14, 1995 and
                            incorporated herein by reference)
          4.7            -- Registration Rights Agreement dated as of February 23,
                            1995, between TransTexas, TARC, and TEC (previously filed
                            as Exhibit 10 to TARC's and TEC's Current Report on Form
                            8-K dated March 14, 1995 and incorporated herein by
                            reference)
          4.8            -- First Supplemental Indenture dated as of February 24,
                            1997 among the Company, TEC and First Union National
                            Bank, f/k/a First Fidelity Bank, N.A. (previously filed
                            as an exhibit to TARC's Annual Report on Form 10-K for
                            the fiscal year ended January 31, 1997 and incorporated
                            herein by reference).
          4.9            -- Indenture dated as of March 14, 1997, between TARC and
                            First Union National Bank, as Trustee, with respect to
                            the $36 million Senior Secured Notes due 1998, including
                            the form of Note as an exhibit (previously filed as an
                            exhibit to TARC's Annual Report on Form 10-K for the
                            fiscal year ended January 31, 1997 and incorporated
                            herein by reference).
          4.10           -- Pledge Agreement dated as of March 14, 1997, from TARC to
                            First Union National Bank, as Trustee (previously filed
                            as an exhibit to TARC's Annual Report on Form 10-K for
                            the fiscal year ended January 31, 1997 and incorporated
                            herein by reference).
</TABLE>
    
<PAGE>   7
   
<TABLE>
          <S>            <C>
          4.11           -- Security Agreement dated as of March 14, 1997, from TARC
                            to First Union National Bank, as Trustee (previously
                            filed as an exhibit to TARC's Annual Report on Form 10-K
                            for the fiscal year ended January 31, 1997 and
                            incorporated herein by reference).
          4.12           -- Cash Collateral and Disbursement Agreement dated as of
                            March 14, 1997, between TARC and First Union National
                            Bank, as Trustee and Disbursement Agent (previously filed
                            as an exhibit to TARC's Annual Report on Form 10-K for
                            the fiscal year ended January 31, 1997 and incorporated
                            herein by reference).
          4.13           -- First Amendment to Cash Collateral and Disbursement
                            Agreement dated as of April 3, 1997, between TARC and
                            First Union National Bank, as Trustee and Disbursement
                            Agent (previously filed as an exhibit to TARC's Annual
                            Report on Form 10-K for the fiscal year ended January 31,
                            1997 and incorporated herein by reference).
         10.1            -- Services Agreement dated August 24, 1993, by and among
                            TARC, TEC, TransTexas and TransAmerican, as amended
                            (previously filed as Exhibit 10.1 to TARC's and TEC's
                            Registration Statement on Form S-1 (Registration No.
                            33-82200) and incorporated herein by reference)
         10.2            -- Tax Allocation Agreement dated August 24, 1993, by and
                            among TransAmerican, TEC, TARC, TransTexas and the other
                            subsidiaries of TransAmerican, as amended (previously
                            filed as Exhibit 10.2 to TARC's and TEC's Registration
                            Statement on Form S-1 (Registration No. 33-82200) and
                            incorporated herein by reference)
         10.3            -- Indemnification Agreement by and between TARC and each of
                            its directors (previously filed as Exhibit 10.3 to TARC's
                            and TEC's Registration Statement on Form S-1
                            (Registration No. 33-82200) and incorporated herein by
                            reference)
         10.4            -- Interruptible Gas Sales Terms and Conditions dated
                            between TARC and TransTexas, as amended (previously filed
                            as Exhibit 10.4 to TARC's and TEC's Registration
                            Statement on Form S-1 (Registration No. 33-82200) and
                            incorporated herein by reference)
         10.5            -- Intercompany Note dated as of August 12, 1994, executed
                            by TARC for the benefit of TransAmerican (previously
                            filed as Exhibit 10.5 to TARC's and TEC's Registration
                            Statement on Form S-1 (Registration No. 33-82200) and
                            incorporated herein by reference)
         10.6            -- Processing Agreement dated March 20, 1996 by and between
                            TARC and J. Aron & Company (previously filed as an
                            exhibit to TARC's Form 10-K for the transition period
                            ended January 31, 1996, and incorporated herein by
                            reference)
         10.7            -- Employment Agreement dated June 12, 1995, between TARC
                            and R. Glenn McGinnis (previously filed as an exhibit to
                            TARC's Form 10-K for the transition period ended January
                            31, 1996, and incorporated herein by reference)
         10.8            -- Processing Agreement dated April 22, 1996 between TARC
                            and Glencore Ltd. (previously filed as an exhibit to
                            TARC's Form 10-Q for the quarter ended April 30, 1996,
                            and incorporated herein by reference)
         11.1            -- Statement of Computation of Net Income (Loss) Per Share
                            (previously filed as an exhibit to TARC's Annual Report
                            on Form 10-K for the fiscal year ended January 31, 1997
                            and incorporated herein by reference).
         21.1            -- Schedule of Subsidiaries (previously filed as Exhibit
                            21.1 to TARC's and TEC's Registration Statement on Form
                            S-1 (Registration No. 33-82200) and incorporated herein
                            by reference)
         27.1            -- Financial Data Schedule.
        *99.1            -- Financial Statements of TransTexas Gas Corporation as
                            filed as part of the Annual Report on Form 10-K of
                            TransTexas Gas Corporation for the fiscal year ended
                            January 31, 1997.
 </TABLE>
    
---------------
 
* Filed herewith.