U. S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB/A
                                   AMENDMENT NO. 1

(MARK ONE)
[X]      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(D)  OF THE  SECURITIES
         EXCHANGE  ACT OF 1934 [FEE  REQUIRED]  FOR THE FISCAL YEAR ENDED AUGUST
         31, 1996

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 [NO FEE  REQUIRED]
         FOR THE  TRANSITION  PERIOD FROM  __________  TO    __________.

                         COMMISSION FILE NUMBER 0-10093

                          AMERICAN METALS SERVICE, INC.
                       ----------------------------------
              (EXACT NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

          FLORIDA                                             59-1224913
-------------------------------                       ------------------------
(STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                          IDENTIFICATION NO.)


          376 MAIN STREET, P. O. BOX 74, BEDMINSTER, NEW JERSEY 07921
     --------------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

ISSUER'S TELEPHONE NUMBER:  (908) 234-0078

SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:

                                      NONE

SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:

                          COMMON STOCK, $.01 PAR VALUE
                       ----------------------------------
                                (TITLE OF CLASS)

CHECK WHETHER ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR
15(D) OF THE EXCHANGE ACT DURING THE PAST 12 MONTHS (OR FOR SUCH SHORTER  PERIOD
THAT THE  REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT
TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.

                               YES    X     NO



CHECK IF THERE IS NO DISCLOSURE OF DELINQUENT  FILERS IN RESPONSE TO ITEM 405 OF
REGULATION S-B CONTAINED IN THIS FORM, AND NO DISCLOSURE  WILL BE CONTAINED,  TO
THE  BEST  OF  REGISTRANT'S   KNOWLEDGE,  IN  DEFINITIVE  PROXY  OR  INFORMATION
STATEMENTS  INCORPORATED  BY  REFERENCE  IN PART III OF THIS FORM  10-KSB OR ANY
AMENDMENT TO THIS FORM 10-KSB.

                               YES   X      NO

ISSUER'S  REVENUES FOR THE FISCAL YEAR ENDED AUGUST 31, 1996 WERE  APPROXIMATELY
$135,000.


AS OF OCTOBER 31, 1996, THERE WERE 1,958,983  SHARES OF THE REGISTRANT'S  COMMON
STOCK, $.01 PAR VALUE, ISSUED AND OUTSTANDING.

THE  AGGREGATE  MARKET  VALUE OF THE VOTING STOCK HELD BY  NONAFFILIATES  OF THE
REGISTRANT AS OF OCTOBER 31, 1996, WAS APPROXIMATELY $995,000.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT         YES       NO    X



                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      NONE


<PAGE>

Item 7.           FINANCIAL STATEMENTS:
                  ---------------------

                  Report of Independent Public Accountants

                  Balance Sheet at August 31, 1996

                  Statements of Operations
                           for the years ended August 31, 1996 and 1995

                  Statements of Stockholders' Equity for the
                           years ended August 31, 1996 and 1995

                  Statements of Cash Flows for the years ended
                           August 31, 1996 and 1995

                  Notes to Financial Statements

<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Stockholders
  of American Metals Service, Inc.

     We have audited the accompanying  balance sheet of American Metals Service,
Inc.  as  of  August  31,  1996  and  the  related   statements  of  operations,
stockholders'  equity and cash  flows for the years  ended  August 31,  1996 and
1995.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

     We conducted  our audit 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 audit provides a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of American Metals
Service,  Inc. as of August 31, 1996 and the results of its  operations and cash
flows for the years ended August 31, 1996 and 1995 in conformity  with generally
accepted accounting principles.


   
/s/ Coopers & Lybrand, L.L.P.
--------------------------------    


Princeton, New Jersey
November 15, 1996




<PAGE>

<TABLE>
<CAPTION>

                          AMERICAN METALS SERVICE, INC.

                                  BALANCE SHEET
                                 ($000 Omitted)



                                                                August 31,
                                                                  1996
                                                               ----------
<S>                                                             <C>
ASSETS
Current assets:
  Cash and cash equivalents                                      $ 2,090
                                                                 -------

         Total current assets                                    $ 2,090
                                                                 =======




LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
  Accrued liabilities                                            $    25
                                                                 -------

         Total current liabilities                                    25
                                                                 -------

Stockholders' equity:
  Common stock, $.01 par value, 6,000,000
    shares authorized, 1,959,116
    issued and outstanding                                            20
  Additional capital in excess of par value                        3,062
  Accumulated deficit                                           (  1,017)
                                                                 -------

         Total stockholders' equity                                2,065
                                                                 -------

         Total liabilities and stockholders'
           equity                                                $ 2,090
                                                                 =======




                 See accompanying notes to financial statements.

</TABLE>




<PAGE>


<TABLE>
<CAPTION>

                          AMERICAN METALS SERVICE, INC.

                             STATEMENT OF OPERATIONS
                      ($000 Omitted, except per share data)




                                                     Year Ended August 31,
                                                    1996               1995
                                                   -------            -------
<S>                                               <C>                  <C>
Revenues:
  Interest income                                 $   105              $   110
  Other income                                         30                    4
                                                  -------              -------
                                                      135                  114
                                                  -------              -------

General and administrative
  expense                                              81                   89
                                                  -------              -------
Operating income                                       54                   25
                                                  -------              -------

Income before income taxes                             54                   25
Income taxes                                            -                    -
                                                  -------              -------
Net income                                        $    54              $    25
                                                  =======              =======

Net income per common share                       $   .03              $   .01
                                                  =======              =======

Weighted average number of shares
  outstanding                                       1,959                1,959
                                                  =======              =======




                 See accompanying notes to financial statements.

</TABLE>






<PAGE>

<TABLE>
<CAPTION>


                                                      AMERICAN METALS SERVICE, INC.

                                                   STATEMENTS OF STOCKHOLDERS' EQUITY
                                                              (000 Omitted)


                                                     Additional
                                                     Capital in                                   Total
                        Common Stock                 Excess of           Accumulated          Stockholders'
                    ----------------------           Par Value             Deficit               Equity
                    Shares        Par Value          ---------           -----------         --------------    
                    ------        ---------

<S>                 <C>            <C>                <C>                 <C>                   <C>
Balance at
August 31,
1994                1,959          $   20             $ 3,062             ($  1,096)            $ 1,986

Net income              -               -                   -                    25                  25

Balance at
August 31,          -----          ------             -------               -------             -------
1995                1,959              20               3,062             (   1,071)              2,011

Net income              -               -                   -                    54                  54

Balance at
August 31,          -----          ------             -------               -------             ------- 
1996                1,959          $   20             $ 3,062             ( $ 1,017)            $ 2,065
                    =====          ======             =======               =======             =======




                                           See accompanying notes to financial statements.

</TABLE>
        


<PAGE>



<TABLE>
<CAPTION>

                          AMERICAN METALS SERVICE, INC.

                            STATEMENTS OF CASH FLOWS
                                 ($000 Omitted)


                                                  For the year ended August 31,
                                                    1996                 1995
                                                  --------             --------
<S>                                               <C>                 <C>

Cash flows from operating activities:
  Net cash provided by
    operating activities                          $     65             $     12
                                                  --------             --------

Cash flows from investing activities:
  U.S. Treasury securities
    transactions                                  $      -                1,580
                                                  --------             --------

  Net cash provided by investing
    activities                                           -                1,580
                                                  --------             --------

Net increase in cash and
  cash equivalents                                      65                1,592

Cash and cash equivalents at beginning
  of year                                            2,025                  433
                                                  --------             --------
Cash and cash equivalents at end
  of year                                            2,090                2,025
                                                  ========             ========
Reconciliation of net income to net
  cash provided by operating
  activities:

Net income                                        $     54             $     25
Adjustments to reconcile net income
  to net cash provided by operating
  activities:
    (Decrease) increase in accrued
      liabilities                                       11            (      13)
                                                  --------             --------

Net cash provided by operating
  activities                                      $     65             $     12
                                                  ========             ========




                 See accompanying notes to financial statements.

</TABLE>





<PAGE>



                          AMERICAN METALS SERVICE, INC.

                          NOTES TO FINANCIAL STATEMENTS



NOTE 1 - CORPORATE OPERATIONS
-----------------------------

     American Metals Service,  Inc. (the "Company") has liquidated its operating
assets and is seeking the acquisition of an operating business. Until the fourth
quarter of fiscal 1992, the Company was engaged in the wholesale distribution of
aluminum alloys, steel and other specialty metals.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

Cash Equivalents
----------------

     The  Company  considers  all U.S.  Treasury  securities  purchased  with an
original maturity of three months or less to be cash equivalents.

Net Income Per Common Share
---------------------------

     Net income per common share is  calculated  based on the  weighted  average
number of common shares  outstanding during each year. The effect of outstanding
stock options is antidilutive.

Basis of Presentation
---------------------

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principals  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amount of assets and  liabilities  and
disclosure  of  contingent  liabilities  and assets at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from these estimates.

Reclassifications
-----------------

     Certain   reclassifications  have  been  made  to  prior  year's  financial
statements to conform to the current year's presentation.

NOTE 3 - NOTE RECEIVABLE
------------------------

     On December 3, 1992, the Company loaned $250,000 to an unrelated, privately
owned  corporation  (the  "Borrower").  The loan  carried  interest at 18%,  was
collateralized by a security interest in the Borrower's  accounts receivable and
inventory and was guaranteed by the  Borrower's  sole  stockholder  and his wife
("Guarantors"). Management of the Company was engaged in acquisition discussions
with  the  Borrower  at  the  time  of  the  loan,  but  such  discussions  were
subsequently  terminated.  The loan  matured on April 3, 1993,  and the Borrower
advised the Company that it was unable to pay the principal  amount. On June 16,
1993, the Borrower filed a petition for  reorganization  under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court in the District of Nevada,
and  subsequently  the  Guarantors  also filed  under  Chapter  11. The  Company
evaluated the collateral, and based on its evaluation, provided an allowance for
collectibility for the outstanding balance.  During the fiscal year ended August
31, 1996 the Company  recorded  $30,000 of other income by the sale of assets of
the bankrupt borrower.




<PAGE>



NOTE 4 - INCOME TAXES
----------------------

     The Company  adopted  Statement of Financial  Accounting  Standards No. 109
"Accounting  For Income  Taxes" ("SFAS 109") in the fiscal year ended August 31,
1994.  SFAS 109 required the Company to adopt the asset and liability  method of
accounting  for income  taxes.  Under the asset and liability  method,  deferred
income taxes are recognized for the tax consequences of "temporary  differences"
by  applying  enacted   statutory  tax  rates  applicable  to  future  years  to
differences  between the financial  statement carrying amounts and the tax basis
of existing assets and liabilities.  At the adoption date of SFAS 109 (September
1, 1993), the net deferred tax asset of the Company was composed  principally of
the tax effects of net operating loss  carryforwards.  Due to the uncertainty of
realizing this asset, a valuation allowance of an equal amount was established.

     At August 31,  1996,  the  Company  had net  operating  loss  carryforwards
("NOLs") for income tax  purposes of  approximately  $3.8  million  available to
offset future U.S.  taxable  income.  Because of the  substantial  change in the
Company's  ownership in fiscal 1992, a substantial portion of the pre-change net
operating  losses of the Company may be deferred by virtue of Section 382 of the
Internal Revenue Code ("IRC"), beyond the 15-year carryover period allowed under
IRC Section 172 and, therefore,  lost to the Company. This limitation should not
affect the Company's future provisions for payments of Federal income tax unless
the  Company's  operations  produce  significantly  increased  amounts of annual
pre-tax accounting income or taxable income.

     The NOLs expire beginning in the year 2000.

     The tax effects of significant  items  composing the Company's net deferred
tax asset as of August 31, 1996 are as follows (in $000):


<TABLE>

    <S>                                   <C>
    Deferred tax asset:
      Federal NOLs                         $ 1,293
                                           =======

    Valuation allowance                   ($ 1,293)
                                           =======

    Net deferred tax asset                 $     -
                                           =======

</TABLE>


NOTE 5 - STOCK OPTION PLANS
---------------------------

     In August 1983, the Company adopted an incentive stock option plan covering
100,000  shares  exercisable  for a period of ten years  from the date of grant.
There were no options granted,  exercised or cancelled under the incentive stock
option  plan in the fiscal  years ended  August 31,  1996 and 1995.  One hundred
thousand shares were available for grant at August 31, 1996.

     On January 4, 1993, the Board of Directors  granted to one of the Company's
officers (currently a director) a non-qualified option to purchase 20,000 shares
of the Company's common stock at $.80 per share (the market value on the date of
grant). The option has a term of five years and is currently exercisable.


<PAGE>


NOTE 6 - RELATED PARTY TRANSACTIONS
-----------------------------------

     The  Company  retains  the  firm of  Rosenman  & Colin  for  certain  legal
services.  The wife of the Chairman of the Board and  President is of counsel to
that firm and has billed the Company  approximately  $1,000 and $12,000 for each
of the fiscal years ended August 31, 1996 and 1995 respectively.

     The Company paid a  management  fee to Kent of $50,000 in 1996 and 1995 for
management services performed for the Company by Kent personnel.  These services
included corporate governance,  financial  management,  and accounting services.
Kent is the  indirect  parent  of Asset  Value  Holdings,  Inc.,  which  was the
beneficial  owner of 14% of the Company's  common stock at August 31, 1996. This
fee was based on Kent's  estimated  costs,  and the  Company  believes  the cost
allocation is reasonable under the circumstances.

<PAGE>



                                   SIGNATURES


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


                                     AMERICAN METALS SERVICE, INC.



                                           /s/ Mark Koscinski 
Dated: December 3, 1996               By:  -------------------------------
                                           Mark Koscinski
                                           Vice President and Secretary       
                                          (Principal Accounting and    
                                             Financial Officer)