U. S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

(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, 1998

[ ]      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, 1998 were  approximately
$104,000.


As of October 31,1998,  there were 1,969,958  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 31,1998, was approximately $1,041,000.
Transitional Small Business Disclosure Format   Yes     No    X   

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      NONE


<PAGE>



                                     PART I


Item 1.   DESCRIPTION OF BUSINESS
------    -----------------------

General
-------

     Until the fourth quarter of the fiscal year ended August 31, 1992, American
Metals Service,  Inc. (the "Company") was engaged in the wholesale  distribution
of aluminum alloys, steel and other specialty metals. The Company has liquidated
the  assets of its  business  and is seeking  the  acquisition  of an  operating
business. The Company intends to redeploy its assets into an operating business.
The  Company  is not  currently  a party  to any  understandings  or  agreements
regarding an acquisition, merger or similar business combination or transaction.

     The  Company  was  incorporated  in 1968  under  the  laws of the  State of
Florida.  Its executive  offices were located in Miami,  Florida until September
1992 when such offices were relocated to Bedminster, New Jersey.


Asset Value Holdings, Inc. ("AVH")
----------------------------------

     AVH, a Delaware  corporation,  is  wholly-owned by Asset Value Fund Limited
Partnership,  a New Jersey limited partnership ("Asset Value"), which is engaged
in investing  in  securities.  The sole general  partner of Asset Value is Asset
Value  Management,  Inc.,  a  Delaware  corporation,  which  is  a  wholly-owned
subsidiary of Kent Financial Services,  Inc., a Delaware  corporation  ("Kent").
Kent's principal business is the operation of its wholly-owned subsidiary, T. R.
Winston & Company, Inc. ("Winston"),  a securities broker-dealer registered with
the National  Association  of  Securities  Dealer,  Inc. and Asset Value.  Until
December 1994,  the Company was a  majority-owned  subsidiary of AVH.  Through a
series  of  upstream  transactions,  AVH  distributed  approximately  88% of its
ownership  interest in the Company to Kent,  which,  in turn,  distributed  such
shares to its stockholders  (the  "Distribution").  At October 31, 1998, AVH and
certain  affiliates own  approximately 48% of the Company's  outstanding  common
stock.

Employees
---------

     On August 31, 1998,  the Company had no employees.  Certain  administrative
functions for the Company are performed by Kent personnel.

Item 2.   DESCRIPTION OF PROPERTY
------    -----------------------

          None.


Item 3.   LEGAL PROCEEDINGS
------    -----------------

          None.


Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------    ---------------------------------------------------

     There were no matters  submitted to a vote of security  holders  during the
fourth quarter of the fiscal year ended August 31, 1998.


<PAGE>



                                     PART II


Item 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
-------   --------------------------------------------------------

     The common  stock of the Company is traded on the OTC Bulletin  Board,  and
quotations are available through the National Quotation Bureau.

     The table below  lists the high and low bid prices for the common  stock as
reported in the  National  Quotation  Bureau for the  Company's  last two fiscal
years.  Bid prices represent  prices between  broker-dealers  and do not include
retail mark-ups and mark-downs or any commission to broker-dealers. In addition,
these prices do not necessarily reflect actual transactions.


<TABLE>
<CAPTION>

                                              Fiscal Year Ended
                                               August 31, 1998  
                                            ---------------------
                  Quarter                   High Bid      Low Bid 
                  -------                   --------      -------
                  <S>                       <C>            <C>
                  First                     $1.03          $ .80
                  Second                     1.06           1.03
                  Third                      1.06           1.00
                  Fourth                     1.05           1.00
</TABLE>




<TABLE>
<CAPTION>
                                              Fiscal Year Ended
                                               August 31, 1997  
                                            ---------------------
                  Quarter                   High Bid      Low Bid
                  -------                   --------      ------- 
                  <S>                       <C>            <C>
                  First                     $ .90          $ .82
                  Second                      .90            .88
                  Third                       .88            .80
                  Fourth                      .80            .80

</TABLE>


     As of September  30,1998,  there were  approximately  4,800 shareholders of
record.

     The Company has not paid any cash  dividends  on the common stock since its
organization.  The Board of  Directors  has no present  plans for the payment of
dividends.

                                                     
<PAGE>



Item 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
------    ---------------------------------------------------------

Results of Operations
---------------------

     As  described  in Note 1 of Notes to Financial  Statements,  the  Company's
former  operations  were  discontinued in the fiscal year ended August 31, 1992.
The Company has liquidated its assets and is seeking an acquisition of or merger
with an  operating  business.  The  Company  is not  currently  a  party  to any
understandings  or  arrangements  regarding any  acquisition,  merger or similar
business combination or transaction.

     In the  interim,  available  cash is  being  invested  in  interest-bearing
deposits and in U.S.  Treasury  securities.  Cash and cash equivalents at August
31, 1998 were  approximately  $2.2  million and the Company has no funded  debt.
Included in cash and cash  equivalents  were $2 million of U.S.  Treasury  bills
which have maturities through November 12,1998 and yields ranging between 5.073%
and  5.114%.  For the year ended  August 31, 1998 and 1997,  interest  income of
$104,000 was earned on U.S. Treasury securities.

     General and  administrative  expense was $75,000 and $58,000 for the fiscal
years  ended  August 31,  1998 and 1997,  respectively.  Included in general and
administrative  expense is a  management  fee of $50,000 that was charged to the
Company by Kent in each of the fiscal years ended August 31, 1998 and 1997. This
fee was for corporate governance,  financial management, and accounting services
and was based on Kent's estimated costs. Management believes the cost allocation
is reasonable.  Other general and  administrative  expenses  included  insurance
premium  costs on the  Company's  liability  policies,  fees and other  expenses
incurred in connection with reviewing potential acquisition candidates and legal
and audit fees. The increase in general and  administrative  expenses was due to
an increase in professional fees and advertising expenses incurred in the search
for an operating business in the fiscal year ended August 31, 1998.

Liquidity and Capital Resources
-------------------------------

     As of August 31, 1998,  the Company had cash and cash  equivalents  and net
working capital of approximately $2.2 million. The Company believes its cash and
cash  equivalents are sufficient for its remaining  business  activities and for
the costs of seeking an acquisition of an operating business.

     During the fiscal year ended  August 31, 1998 the Company  repurchased  533
shares of its common stock for an aggregate  cost of $545.  All shares  acquired
were  purchased  at  market  prices  and have  been  returned  to the  status of
authorized and unissued shares.  In addition during the fiscal year ended August
31, 1998 the Company issued 20,000 shares of common stock due to the exercise of
stock options by a director of the Company for total proceeds of $17,000.

                                                      

<PAGE>



Year 2000 Matters
-----------------

     The Year 2000 Issue is the result of computer  programs being written using
two digits rather than four to define the applicable  year. Any of the Company's
computer programs that have  time-sensitive  software may recognize a date using
"00"  as the  year.  Miscalculations  could  cause  disruptions  of  operations,
including,  among other things, a temporary inability to process transactions or
engage in similar normal business activities.

     Management  has  determined   that  the  Year  2000  Issue  will  not  pose
significant  operational problems for its internal computer systems. The Company
uses "off the shelf" accounting  software to maintain its accounting system. All
of these  software  applications  are already Year 2000  compliant.  The cost of
being Year 2000 compliant was nominal. All costs associated with this conversion
have been expensed as incurred.

<PAGE>



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

          Report of Independent Public Accountants

          Balance Sheet at August 31, 1998

          Statements of Operations
            for the years ended August 31, 1998 and 1997

          Statements of Stockholders' Equity for the
            years ended August 31, 1998 and 1997

          Statements of Cash Flows for the years ended
            August 31, 1998 and 1997

          Notes to Financial Statements



<PAGE>






                          INDEPENDENT AUDITORS' REPORT


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, 1998 and the related  statements of  operations,  stockholders'
equity  and cash  flows for the years  ended  August  31,  1998 and 1997.  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 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 financial position of American Metals Service,  Inc.
as of August 31, 1998 and the results of its  operations  and cash flows for the
years  ended  August 31, 1998 and 1997 in  conformity  with  generally  accepted
accounting principles.





/s/ Bederson & Company LLP


Bederson & Company LLP
West Orange, New Jersey
October 5, 1998


<PAGE>

<TABLE>


                          AMERICAN METALS SERVICE, INC.

                                  BALANCE SHEET
                                 ($000 Omitted)



<CAPTION>

                                                             August 31,
                                                               1998   
                                                            -----------
<S>                                                          <C>
ASSETS
Current assets:
  Cash and cash equivalents                                   $ 2,151
                                                              -------

     Total current assets                                     $ 2,151
                                                              =======




LIABILITIES AND STOCKHOLDERS' EQUITY 
Current liabilities:
  Accrued liabilities                                         $     3
                                                              -------

     Total current liabilities                                      3
                                                              -------

Stockholders' equity:
  Common stock, $.01 par value, 6,000,000
    shares authorized, 1,970,032
    outstanding                                                    20
  Additional capital in excess of par value                     3,070
  Accumulated deficit                                        (    942)
                                                              -------

     Total stockholders' equity                                 2,148
                                                              -------

     Total liabilities and stockholders'
       equity                                                 $ 2,151
                                                              =======


                 See accompanying notes to financial statements.

</TABLE>


<PAGE>

<TABLE>


                          AMERICAN METALS SERVICE, INC.

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


<CAPTION>

                                                        Year Ended August 31,  
                                                      ------------------------
                                                       1998              1997 
                                                      ------            ------

<S>                                                   <C>               <C>
Interest income                                       $  104            $  104
General and administrative
  expense                                                 75                58
                                                      ------            ------
Income before income taxes                                29                46
Income taxes                                               -                 -
                                                      ------            ------
Net income                                            $   29            $   46
                                                      ======            ======

Basic and diluted net income
  per common share                                    $  .02            $  .02
                                                      ======            ======

Weighted average number of shares
  outstanding (in 000's)                               1,963             1,956
                                                      ======            ======



                 See accompanying notes to financial statements.

                                                        
</TABLE>



<PAGE>


<TABLE>

                                                 AMERICAN METALS SERVICE, INC.

                                              STATEMENTS OF STOCKHOLDERS' EQUITY
                                                         (000 Omitted)
<CAPTION>



                                                        Accumulated
                                                        Capital in                                       Total
                           Common Stock                 Excess of              Accumulated            Stockholders'
                       Shares      Par Value            Par Value               Deficit                 Equity
                       ------      ---------           ----------              -----------           --------------
<S>                   <C>          <C>                 <C>                      <C>                    <C>
Balance at
August 31,
1996                   1,959        $  20               $3,062                  ($1,017)                $2,065

Repurchase and
cancellation of
common stock          (    8)           -              (     8)                       -                (     8)

Net income                 -            -                    -                       46                     46

Balance at
August 31,             -----        -----               ------                   ------                 ------
1997                   1,951           20                3,054                  (   971)                 2,103
                       -----        -----               ------                   ------                 ------

Repurchase and
cancellation of
common stock         (     1)           -              (     1)                       -                (     1)

Issuance of               20            -                   17                        -                     17
common stock

Net income                 -            -                    -                       29                     29

Balance at
August 31,             -----        -----               ------                   ------                 ------
1998                   1,970        $  20               $3,070                  ($  942)                $2,148
                       =====        =====               ======                   ======                 ======


                                  See accompanying notes to financial statements.

</TABLE>

                                                       

<PAGE>


<TABLE>

                          AMERICAN METALS SERVICE, INC.

                            STATEMENTS OF CASH FLOWS
                                 ($000 Omitted)
<CAPTION>



                                                     For the year ended August 31,
                                                    ------------------------------
                                                     1998                    1997  
                                                    ------                  ------
<S>                                                 <C>                    <C>
Cash flows from operating activities:
  Net cash provided by
    operating activities                            $   24                  $   29
                                                    ------                  ------

Cash flows from financing activities:
  Issuance/purchase of common
    stock, net                                          16                 (     8)
                                                    ------                  ------

Net increase in cash and
  cash equivalents                                      40                      21

Cash and cash equivalents at beginning
  of year                                            2,111                   2,090
                                                    ------                  ------
Cash and cash equivalents at end
  of year                                           $2,151                  $2,111
                                                    ======                  ======

Reconciliation of net income to net
  cash provided by operating
  activities:

Net income                                          $   29                  $   46
Adjustments to reconcile net income
  to net cash provided by operating
  activities:
       Decrease in accrued
         liabilities                               (     5)                (    17)
                                                    ------                  ------

Net cash provided by operating
  activities                                        $   24                  $   29
                                                    ======                  ======




                 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 in accordance  with  Statement of
Financial  Accounting  Standards No. 128,  "Earnings Per Share" ("SFAS No. 128")
and is based on the  weighted  average  number  of shares  outstanding.  Diluted
earnings  per share  includes the assumed  conversion  of shares  issuable  upon
exercise  of  options  where  appropriate.   Prior  years'  earnings  per  share
information has been restated to comply with the requirements of SFAS No. 128.

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

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  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.


NOTE 3 - INCOME TAXES
---------------------

     Statement of Financial  Accounting Standards No. 109 "Accounting For Income
Taxes" ("SFAS 109") requires use of 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.

     In 1992, the Company  experienced a change in control within the meaning of
Internal  Revenue  Code Section  382.  This section  limits the amount of income
generated  after the change in control that can be offset by net operating  loss
carryforwards  ("NOLs") that were incurred  before the change in control.  Since
the Company has not continued its historic business,  it cannot use any of those
pre-change   losses  to  offset   post-change   taxable  income.  As  a  result,
approximately $3.8 million of federal NOLs lapsed during fiscal 1997.

     The  federal  NOLs  expire  beginning  in the year 2011 and the state  NOLs
beginning in the year 2003.
                                                      


<PAGE>



     The tax effects of significant  items  composing the Company's net deferred
tax asset as of August 31, 1998 are as follows (in $000's):

<TABLE>

    <S>                                               <C>
    Deferred tax asset:
      Federal NOLs                                     $  37
      State NOLs                                          11
      AMT credit carryforward                              6
                                                       -----
                                                          54

    Valuation allowance                               (   54)
                                                       -----
    Net deferred tax asset                             $   -
                                                       =====

</TABLE>


     Due to the uncertainty of realizing these deferred tax assets,  a valuation
allowance  of an equal  amount is  maintained,  resulting  in a net deferred tax
asset of zero.


NOTE 4 - CAPITAL STOCK
----------------------

     From time to time since October 1996, the Company's  Board of Directors has
authorized the repurchase of the Company's common stock in the open market or in
privately negotiated  transactions.  All shares acquired through August 31, 1998
have been canceled and returned to the status of authorized but unissued.


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, or canceled under the incentive stock option plan
in the fiscal years ended August 31, 1998 and 1997. One hundred  thousand shares
were available for grant at August 31, 1998. During the fiscal year ended August
31, 1998 the Company issued 20,000 shares of common stock due to the exercise of
stock options by a director of the Company for total proceeds of $17,000.


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

     The  Company  retains  the firm of Rosenman & Colin LLP ("R&C") for certain
legal  services.  The wife of the  Chairman  of the  Board and  President  is of
counsel  to R&C.  R&C has billed the  Company  $5,220 for the fiscal  year ended
August 31, 1998, and zero for the fiscal year ended August 31, 1997.

     The Company paid a management fee to Kent Financial Services, Inc. ("Kent")
of $50,000 in 1998 and 1997 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 20% of the Company's common
stock at August 31, 1998. This fee was based on Kent's  estimated costs, and the
Company believes the cost allocation is reasonable.



<PAGE>



                                    PART III


Item 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          ---------------------------------------------------------------
          FINANCIAL DISCLOSURE.
          ---------------------

          None



Item 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          -------------------------------------------------------------
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
          -------------------------------------------------

     The following table provides  information with respect to current Directors
and executive officers of the Company:

                               
<TABLE>
<CAPTION>


                                                 Position and Office             Director
       Name                     Age           Presently Held with Company         Since 
--------------------            ---           ---------------------------        --------
<S>                             <C>           <C>                                  <C>
Paul O. Koether                 62            Chairman, President and              1992
                                                Director

John W. Galuchie, Jr.           45            Vice President, Treasurer            1992
                                                and Director

Mark W. Jaindl                  38            Director                             1992

</TABLE>



     Paul O. Koether is principally engaged in the following businesses:  (i) as
Chairman and director  since July 1987 and President  since October 1990 of Kent
Financial Services, Inc. ("Kent") and the general partner since 1990 of Shamrock
Associates, an investment partnership which is the principal stockholder of Kent
and (ii) various  positions with  affiliates of Kent,  including  Chairman since
1990 and a registered representative since 1989 of T. R. Winston & Company, Inc.
("Winston"), a retail broker-dealer,  and since July 1992 as Chairman, President
and director of the Company.  Mr.  Koether  also has been  Chairman  since April
1988, President from April 1989 to February 1997 and a director since March 1988
of Pure World,  Inc. ("Pure World"),  and for more than five years, the Chairman
and  President  of Sun Equities  Corporation  ("Sun"),  a private,  closely-held
corporation which is Pure World's principal stockholder. Until August 1994, when
it sold its majority ownership to an unaffiliated  party, Pure World operated as
a real estate  asset  manager  through its  wholly-owned  subsidiary,  NorthCorp
Realty Advisors, Inc. ("NorthCorp").  Prior to its sale, Mr. Koether also served
as Chairman and a director of NorthCorp.  Since  December  1994, Mr. Koether had
been a director of Madis Botanicals,  Inc. ("Madis"), a wholly-owned  subsidiary
of Pure World, and since January 1995, its Chairman.  Madis is a manufacturer of
natural  products.  In  September  1998 Mr.  Koether was elected a director  and
Chairman of Cortech, Inc. ("Cortech") a Denver-based biopharmaceutical company.

     John W.  Galuchie,  Jr., a  certified  public  accountant,  is  principally
engaged  in the  following  businesses:  (i)  the  Company  as  Vice  President,
Treasurer and a director  since July 1992;  (ii) Pure World,  as Executive  Vice
President  since April 1988,  director  from January 1990 until October 1994 and
for more than five years as Vice  President and director of Sun;  (iii) Kent, in
various  executive  positions  since  1986 and a  director  from June 1989 until
August 1993;  (iv) Winston,  as President  since January 1990 and director since
September 1989. Mr. Galuchie served as a director of Crown NorthCorp,  Inc., the
successor  corporation  to NorthCorp from June 1992 to August 1996. In September
1998, Mr. Galuchie was elected a director and President of Cortech.

                                                   

<PAGE>



     Mark W. Jaindl. Since October 1997, Mr. Jaindl has been President and Chief
Executive Officer of the American Bank of the Lehigh Valley, ("American Bank") a
commercial bank located in Allentown,  Pennsylvania. He has served as a director
and Vice-  chairman of American  Bank since June 1997.  From May 1982 to October
1991, and again since May 1995, Mr. Jaindl has served as Chief Financial Officer
of Jaindl  Farms,  which is engaged in  diversified  businesses,  including  the
operation of a  12,000-acre  turkey farm,  a John Deere  dealership  and a grain
operation. He also serves as the Chief Financial Officer of Jaindl Land Company,
a developer of  residential,  commercial  and  industrial  properties in eastern
Pennsylvania. From June 1992 until May 1995 he was Senior Vice President of Pure
World.  He was Senior Vice  President of Madis from December 1994 until May 1995
and has been a  director  of Madis  since  December  1994 and he has served as a
director of the Company since July 1992.  Mr. Jaindl was a director of NorthCorp
from June 1992 until September 1994 and was Interim  President of NorthCorp from
February 1994 until August 1994.  Since  September  1998,  Mr. Jaindl has been a
director and Vice-chairman of Cortech.


Item 10.  EXECUTIVE COMPENSATION
--------  ----------------------

     The  Company did not pay  compensation  to any of its  executive  officers,
including the Chief Executive Officer, for the last seven fiscal years.


Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------  --------------------------------------------------------------

     The following table sets forth the beneficial ownership of the Common Stock
of the  Company  as of  October  31,1998,  by each  person  who was known by the
Company to  beneficially  own more than 5% of the common stock, by each director
who owns shares of common stock and by all directors and officers as a group:

<TABLE>
<CAPTION>


                                          Number of Shares                 Approximate
Name and Address                          of Common Stock                    Percent
of Beneficial Owner                     Beneficially Owned(1)               of Class  
-------------------                     ---------------------              -----------
<S>                                           <C>                             <C>
Asset Value Holdings, Inc.
  376 Main Street
  Bedminster, NJ 07921                        397,666                         20.19%

Shamrock Associates
  211 Pennbrook Road
  Far Hills, NJ 07931                         815,136(2)                      41.38%

Paul O. Koether
  211 Pennbrook Road
  Far Hills, NJ  07931                        923,231(3)                      46.87%

John W. Galuchie, Jr.
  376 Main Street
  Bedminster, NJ  07921                       402,666(4)                      20.44%

Mark W. Jaindl
  3150 Coffeetown Road
  Orefield, PA  18069                          20,000                          1.02%

All directors and officers
 as a group (4 persons)                       949,231(5)                      48.19%
------------------------------

                                                   
</TABLE>


<PAGE>



(1)      The beneficial  owner has both sole voting and sole  investment  powers
         with respect to these shares except as set forth in this footnote or in
         other footnotes below.

(2)      Reflects  397,666  shares  of  common  stock  held  by  AVH.   Shamrock
         Associates,  as  the  ultimate  parent  of  AVH,  disclaims  beneficial
         ownership of these shares.

(3)      Includes  417,470  shares  beneficially  owned  by Shamrock Associates.
         As  the  general  partner of Shamrock, Mr. Koether may be deemed to own
         these  shares  beneficially.  Includes 397,666 shares held by AVH.  Mr.
         Koether may be deemed to be the beneficial owner of the shares owned by
         AVH.  Includes  14,166  shares  owned  by  Sun  Equities Corporation, a
         private  corporation  of  which Mr. Koether is Chairman and a principal
         stockholder.   Includes  1,666  shares held by Mr. Koether's Keogh Plan
         and  875 shares held in trust for the benefit of Mr. Koether's daughter
         for which Mr. Koether acts as the sole trustee.  Includes 20,000 shares
         owned by Mr. Koether's  wife and  30,000 shares held in a discretionary
         account for one of  his  brokerage  customers.   Mr.  Koether is also a
         limited  partner of Shamrock and may be deemed to own beneficially that
         percentage  of   the  shares  owned  by  Shamrock  represented  by  his
         partnership percentage.   Mr. Koether disclaims beneficial ownership of
         such shares.

(4)      Reflects 397,666 shares of common stock held by AVH.   Mr. Galuchie may
         be  deemed  to be the beneficial owner of the shares owned by AVH.  Mr.
         Galuchie disclaims beneficial ownership of the shares.

(5)      Reflects  949,231  shares of common stock held by Shamrock and AVH, and
         beneficially owned by Messrs.  Koether and Galuchie (see Notes 2, 3 and
         4).


Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------  ----------------------------------------------

     No information is required to be reported under this item.


Item 13.  EXHIBITS AND REPORTS ON FORM 8-K
--------  --------------------------------

     (a) Exhibits

          3(a)     Articles  of   Incorporation  and   any  amendments  thereto,
incorporated  herein by  reference  to the  Company's  Registration Statement on
Form S-11 and Exhibits thereto filed with the Securities and Exchange Commission
on August 28, 1980, Registration No. 2-69018.

          3(b)     By-laws  of  the  Company,  as  amended  through  January 31,
1990,  incorporated  herein by reference to the Company's  Annual Report on Form
10-K for the fiscal year ended August 31, 1990, Commission File No. 0-10093.

          27       Financial Data Schedule.

     (b)  Reports on form 8-K
          -------------------
          None



<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.




Dated: November 27, 1998                     By:/s/ Paul O. Koether
                                             -----------------------------------
                                             Paul O. Koether
                                             Chairman of the Board and President
                                             (Principal Executive Officer)


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.



Dated: November 27, 1998                     /s/ Paul O. Koether              
                                             -----------------------------------
                                             Paul O. Koether
                                             Chairman of the Board,
                                             President and Director
                                             (Principal Executive Officer)


Dated: November 27, 1998                     /s/ John W. Galuchie, Jr.        
                                             -----------------------------------
                                             John W. Galuchie, Jr.
                                             Vice President, Treasurer
                                             and Director


Dated: November 27, 1998                     /s/ Mark W. Jaindl               
                                             -----------------------------------
                                             Mark W. Jaindl
                                             Director


Dated: November 27, 1998                     /s/ Mark Koscinski               
                                             -----------------------------------
                                             Mark Koscinski
                                             Vice President and Secretary
                                             (Principal Accounting and
                                              Financial Officer)