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 December 31, 1996.

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934.

                           Commission file number 333-07429

                       Remington Products Company, L.L.C.
                       ----------------------------------
             (Exact name of registrant as specified in its charter)

     Delaware                                          06-1451076
    ----------                                         -----------
(State or other jurisdiction of                       (IRS Employer
  incorporation or organization)                     Identification No.)

                 60 Main Street, Bridgeport, Connecticut 06604
                 ----------------------------------------------
              (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:       (203)  367-4400
                                                           --------------

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

         Title of Each class          Name of each exchange on which registered
                  None                                  None
          ----------------------             -----------------------
Securities  registered  pursuant to Section 12(g) of the Act:

                 11% Series B Senior Subordinated Notes due 2006
                 -----------------------------------------------
                                (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  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/]










                                     PART I

ITEM 1.           BUSINESS

General

    Remington Products Company, L.L.C. (the "Company" or "Remington") is a major
manufacturer  and  marketer  of  men's  and  women's  electrical  personal  care
appliances.  The  Company  distributes  on a  worldwide  basis men's and women's
electric  shavers and accessories,  women's personal care appliances,  including
hairsetters,  curling irons and hairdryers,  men's electric  grooming  products,
travel products and other small electric consumer appliances.

    The Company is a Delaware  limited  liability  company that will continue in
existence  until  December 31, 2016 or  dissolution  prior thereto as determined
under the Company's LLC Agreement.

    Prior to May 23, 1996, the Company  operated as Remington  Products  Company
("RPC"), a Delaware general  partnership,  of which RPI Corp. (formerly known as
Remington  Products,  Inc.) ("RPI"), a company controlled by Mr. Victor K. Kiam,
II and Remsen Partners ("Remsen"), an entity controlled by Mr. Isaac Perlmutter,
were each 50%  partners.  On May 23,  1996  (the  "Closing  Date"),  there was a
reorganization of the Company (the "Reorganization"), pursuant to which: (i) RPC
made a cash distribution in an amount of $56.9 million to Remsen (less estimated
excluded  obligations of $6.6 million) and $48.0 million to RPI (less  estimated
excluded  obligations  of $7.1  million  and net of a  $10.9  million  reduction
pursuant to the  preliminary  working  capital  adjustment);  (ii) Vestar Shaver
Corp. ("Vestar Corp. I") and Vestar Razor Corp. ("Vestar Corp. II" and, together
with Vestar Corp. I, the "Vestar  Members"),  corporations  controlled by Vestar
Equity Partners, L.P. ("Vestar"), purchased Remsen's interest in the Company for
$33.4  million  (the  "Vestar  Investment");  (iii)  certain  members  of senior
management  of the  Company  (the  "Management  Investors")  acquired  an equity
interest  of $1.1  million  (including  a cash  purchase  of $0.86  million  and
assuming exercise of certain management options with an aggregate exercise price
of $0.26  million) in the  Company;  (iv) the Company  paid  estimated  excluded
obligations  of  approximately  $10.7  million;   (v)  RPI  retained  an  equity
investment  in the Company  with an implied  value of $35.4  million  (the "Kiam
Investment  and,  collectively  with the Vestar  Investment  and the  Management
Investment, the "Equity Investment");  and (vi) RPC was merged with and into the
Company.

    In  addition,  as part of the  Reorganization,  $41.3  million  of  existing
indebtedness  of RPC was  refinanced.  The  funds  required  to  consummate  the
Reorganization  were  provided  by an initial  offering  by the  Company and its
wholly owned subsidiary, Remington Capital Corp. ("Capital"), of $130 million of
11%  Senior  Subordinated  Notes  due  2006 to  qualified  institutional  buyers
pursuant to Rule 144A under the Securities  Act of 1933, as amended,  borrowings
under a Senior Credit Agreement and the cash proceeds of the Equity Investments.

    On November 4, 1996, pursuant to a Registration  Statement on Form S-4 under
the Securities  Act of 1933, the Company  completed an offer to exchange its 11%
Series B Senior  Subordinated  Notes  due  2006 for all of the  outstanding  11%
Senior Subordinated Notes due 2006 issued in connection with the reorganization.



                                       -2-





Description of Business
    Products

    Electric Shavers.  The Company is a leading distributor of men's and women's
electric  shavers.  The Company's  primary men's  electric  shaver lines are the
Triple  Foil(TM),  Dual  Foil/XLR(TM)  , each with the  Micro-Screen(R)  cutting
system,  and rotary shavers while the primary women's  electric shaver lines are
the Ladies' wet/dry,  the WER (Women's  Electric Razor) and rotary shavers.  The
Company also manufactures and distributes electric shaver accessories consisting
of shaver replacement parts (primarily foils and cutters), preshave products and
cleaning  agents.  Electric  shavers  accounted  for  44%,  44%  and  47% of the
Company's  total net sales for the years ended December 31, 1996,  1995 and 1994
respectively.

    Women's  Personal Care  Appliances.  Remington  entered the women's personal
care  appliance  market in the United States and expanded its presence  overseas
through the acquisition in December 1993 of the Clairol  personal care appliance
business from Bristol-Myers Squibb Company.  These products consist primarily of
hairsetters, hairdryers, make-up mirrors, curling irons and curling brushes. The
Company's  hairsetter  products  include flocked rollers (both dry and mist) and
Remington  Express  Set(R)  hairsetter,  which  heats in 90  seconds,  the Smart
Setter(R)  hairsetter,  which  incorporates a new  proprietary  technology  that
indicates  to users when  optimum  heat levels have been reached by changing the
color of the rollers.  Women's  personal care appliances  accounted for 28%, 30%
and 27% of the Company's  total net sales for the years ended December 31, 1996,
1995 and 1994, respectively.

     Men's  Grooming  Products.  Men's  grooming  products  consist of beard and
mustache trimmers, nose hair and ear hair trimmers and home haircut kits.

    Other  Products.  Remington's  travel  appliances  consist of products  that
provide personal grooming and other general household functions for domestic and
international  travel. These items include travel hairdryers,  steamers,  irons,
voltage  converter/adapter  plugs  and  shavers.  In the home  health  appliance
product  category,  Remington  sells foot spas and back  massagers  outside  the
United States.

Distribution

     The Company's products are sold in the United States and internationally in
over 85 countries  through mass  merchandisers,  catalog  showrooms,  drug store
chains and department stores in addition to the Company's 96 service stores.

     In the United  States,  the Company sells  products  through  mass-merchant
retailers such as Wal- Mart, K-Mart and Target, department stores such as Sears,
catalog  showrooms  such as Service  Merchandise,  drug store  chains  including
Walgreens,  Eckerd and Revco, and Remington's own service stores. Throughout the
United  States,  the  Company's  products  are sold in excess  of 10,000  retail
outlets.  Wal-Mart  accounted  for 17%, 16% and 16% of the  Company's  net sales
during the years ended  December 31, 1996,  1995 and 1994. No other customer has
accounted  for more than 10% of the  Company's  net sales during the years ended
December 31, 1996, 1995, and 1994.




                                       -3-





Service Stores

     Remington opened its first service store in 1981. As of March 15, 1997, the
Company  owned and  operated a chain of 96 service  stores with 84 in the United
States,  nine in the United  Kingdom and three in  Australia.  During 1996,  the
Company opened a total of four  permanent and 12 seasonal  service stores in the
United States,  two permanent  stores in the United Kingdom and acquired a chain
of three stores in Australia. The stores in the United States are in many of the
major markets with  concentrations  on the East Coast and in the major cities of
the South and West.  The  majority of the stores are located in shopping  malls,
outlet malls and in prime locations within large metropolitan  areas. The stores
sell and  service a variety of  Remington  and  non-Remington  shavers,  knives,
scissors,  clocks,  personal care appliances and related  products.  The service
stores also oversee sales of replacement  parts to approximately 300 independent
authorized  shaver  service  dealers  across the  United  States.  In 1996,  the
Company's  service stores generated  worldwide net sales of $38.6 million,  with
$33.7 million in the U.S. and $4.9 million  internationally.  Remington products
accounted for approximately 50% of these net sales.

Manufacturing Operations

     Remington   conducts  all  in-house   manufacturing   at  its   Bridgeport,
Connecticut  facility.  The Company assembles foil shavers and manufactures foil
cutting systems in Bridgeport using proprietary  cutting technology and a series
of specially designed machines.  Remington's  Bridgeport facility can produce in
excess of 30,000 shavers a day, yet is flexible  enough to operate  economically
at much lower capacities.  The electric shaver business is highly seasonal, with
significant production swings during the course of the year. As a result of such
swings,  Remington's  manufacturing  process  has  been  structured  to  utilize
temporary  workers.   As  a  result  of  these  factors,   during  peak  periods
approximately  30% of  Remington's  work force  (excluding  that of the  service
stores) is composed of temporary workers.

Suppliers

     A  substantial  portion of the Company's  finished  goods  inventories  are
manufactured for the Company by suppliers located in China,  Japan and Thailand.
In  determining  whether to  manufacture  products  in-house or source them from
third party suppliers, the Company balances the potential cost savings in labor,
materials  and  overhead  that a  foreign  manufacturer  can  provide  with  the
flexibility,  quality  control and  protection  of  confidentiality  inherent in
in-house  production.  While Remington  sources a large portion of its materials
and products from third-party suppliers,  it continues to manufacture its triple
foil and certain  other shavers  in-house and  maintains  ownership of tools and
molds  used by many of its  suppliers.  The  Company's  three  most  significant
suppliers,  Izumi Products,  Inc. ("Izumi"),  Raymond  International and Fourace
Industries,  Ltd., accounted for approximately 44% of the Company's overall cost
of sales in 1996. These three suppliers' manufacturing facilities are located in
China and Japan. Since purchases by Remington account for a significant  portion
of the overall sales of these suppliers,  the Company has generally been able to
negotiate favorable purchase terms.  Remington has had a relationship with these
suppliers for many years and management  considers its present  relationships to
be good.




                                       -4-





Research and Product Development

     Research and development efforts at Remington allow the Company to maintain
its unique manufacturing strength in cutting systems for shavers. The Company is
currently  concentrating  its efforts on a new premium line of shavers including
foil improvements and new cutting and trimmer  configurations.  The Company also
devotes resources to the development of new technology for women's personal care
products, including hairsetters, hairdryers and curling irons.

Patents and Trademarks

    The Company owns  approximately 180 patent and patent  applications for both
design and utility  that are  maintained  in  approximately  40  countries.  The
Company's  patents cover electric shavers,  cutting and trimming  mechanisms and
women's  personal  care  products such as  hairsetters,  hairdryers  and curling
irons.  In addition,  the Company  maintains  over 300 different  trade names in
approximately  100 countries  covering a variety of products.  These trade names
have resulted in the issuance of over 1,300 registered trademarks.

    As a result of the common  origins of the Company and  Remington  Arms,  the
Remington  mark is owned by each company with respect to its principal  products
as well as associated  products.  Thus,  the Company owns the Remington mark for
shavers, shaver accessories,  grooming products and health care products,  while
Remington  Arms owns the mark for  firearms,  sporting  goods and  products  for
industrial use,  including  industrial hand tools. The terms of a 1986 agreement
between the Company and Remington Arms provided for their  respective  rights to
use the  Remington  trademark on products  which are not  considered  "principal
products  of  interest"  for  either  company.  A  separate  company,  Remington
Licensing Corporation,  owns the Remington trademark in the U.S. with respect to
any overlapping uses and the Company and Remington Arms are each licensed to use
the  mark in their  respective  areas  of  interest.  The  Company  retains  the
Remington  trademark for nearly all products  which it believes can benefit from
the use of the brand name in the Company's  distribution  channels.  The Company
has aggressively enforced its ownership of the Remington brand name.

Competition

    The Company  believes  that the  markets  for all of its  product  lines are
highly  competitive and that  competition for retail sales to consumers is based
on several factors, including brand name recognition,  value, quality, price and
availability.  Primary competitive factors with respect to selling such products
to retailers are brand reputation,  product categories  offered,  broad coverage
within each product category, support and service in addition to price.

    Remington  competes  with  established  companies,  several  of  which  have
substantially  greater  resources  than  those  of  the  Company.  There  are no
substantial  regulatory  barriers to entry for new  competitors  in the electric
personal appliance industry.  However,  suppliers that are able to maintain,  or
increase,  the  amount of  retail  shelf  space  allocated  to their  respective
products  may  gain a  competitive  advantage.  The  Company  believes  that the
allocation of space by retailers is influenced by many factors,  including brand
name  recognition  by  consumers,  product  quality and prices,  service  levels
provided by the supplier and the supplier's ability to support promotions.



                                       -5-





    The rotary  shaver  market is  significant  outside the United  States.  The
future  expansion of sales of the Company's  rotary  shavers  outside the United
States will be affected by, among other  factors,  the outcome of ongoing  legal
actions against Philips Electronics, N.V. ("Philips"). Philips holds patents and
trademarks  outside  the United  States on certain  of its shaver  designs  that
restrict  the Company  from  entering  these  markets.  The Company is currently
challenging  such trademarks and patents in the United Kingdom.  During 1996, in
Canada, the Company successfully challenged certain of Philips' trademarks.

Employees

    As of December 31, 1996, the Company employed  approximately 1,150 people in
the United States and abroad of which approximately 240 were employed part-time.
None of the Company's  employees are represented by a union.  Remington believes
relations with its employees are good.

Environmental Matters

    The Company's  manufacturing  operations  are subject to federal,  state and
local  environmental  laws  and  regulations.  The  Company  believes  it  is in
substantial  compliance with all such environmental laws which are applicable to
its  operations.  The Company  has  reported to the  Connecticut  Department  of
Environmental Protection that it has detected petroleum and solvent compounds in
soil and ground water samples taken from its Bridgeport facility at levels which
may require further investigation or cleanup. In addition to its ongoing program
of  environmental  compliance,  the Company has  provided  reserves to cover the
anticipated  costs of  remediation  which  may be  necessary  at its  Bridgeport
facility.  The Company  believes that the costs for any  remediation  activities
which are eventually undertaken would not be material to the Company's financial
position and results of operations.

International Operations and Distribution

    Remington's  international operations (excluding export sales from the U.S.)
generated  approximately  39%, 36% and 33% of the  Company's  net sales in 1996,
1995 and 1994, respectively. The Company's international network of subsidiaries
and distributors  currently extends to over 85 countries worldwide.  The Company
markets products  throughout Europe, the Middle East, Africa, Asia and a portion
of South America through its subsidiary in the United  Kingdom,  and distributes
products to Japan,  Central  America and the remainder of South America from its
United States headquarters. The Company distributes its products directly in the
United Kingdom, Australia,  Canada, Germany, France, New Zealand and Ireland. In
all other  parts of the world  the  Company  distributes  its  products  through
strategic  alliances with local  distributors.  Remington  enjoys leading market
positions  in  many  personal  grooming  products  in  the  United  Kingdom  and
Australia,  while also  having a market  presence  in  Canada.  As in the United
States market,  the primary asset of the Company's  international  operations is
the Remington brand name.

    The Company distributes  products  internationally  through electric product
stores,  drug stores,  specialized shaver shops,  catalog showrooms,  department
stores,  mail order and television and the Company's  service stores.  As in the
United States,  Remington has established direct  relationships with many of the
leading international retailers.

Additional   financial   information   relating  to  Remington's   international
operations  is set forth in Note 14  (Geographic  Information)  of the "Notes to
Consolidated Financial Statements" of the Company appearing elsewhere herein.

                                       -6-




                                   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.

                       REMINGTON PRODUCTS COMPANY, L.L.C.


                                    By:              /s/ Kris J. Kelley
                                  Kris J. Kelley, Vice President and Controller

Date:  August 12, 1997


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