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, 1997

[ ]      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,  1997  were
approximately $104,000.


     As of October 31, 1997,  there were  1,950,486  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, 1997, was approximately $1,065,000.

     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, 1997, AVH and
certain affiliates own approximately 42.21% of the Company's  outstanding common
stock.

Employees
---------

     On August 31, 1997,  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, 1997.


<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, 1997
                                             -----------------

                  Quarter                   High Bid      Low Bid
                  ------                    --------      -------
                  <S>                       <C>            <C>
                  First                     $ .90          $ .82
                  Second                      .90            .88
                  Third                       .88            .80
                  Fourth                      .80            .80

</TABLE>



<TABLE>
<CAPTION>

                                              Fiscal Year Ended
                                               August 31, 1996
                                             -------------------

                  Quarter                   High Bid      Low Bid
                  -------                   --------      -------
                  <S>                       <C>            <C>
                  First                     $ .71          $ .60
                  Second                      .66            .60
                  Third                       .70            .64
                  Fourth                      .77            .70

</TABLE>


     As of September 30, 1997, there were  approximately  4,900  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 Consolidated  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, 1997 were  approximately  $2.1  million and the Company has no funded  debt.
Included in cash and cash equivalents  were $2.0 million of U.S.  Treasury bills
which have maturities through November 1997 and yields ranging between 5.07% and
5.31%.

     For the year ended August 31, 1997,  interest income of $104,000 was earned
on U.S. Treasury  securities,  compared to $105,000 in the previous fiscal year.
The decrease in interest  income was due  principally  to slightly  lower market
interest rates.  Other income of approximately  $30,000 in the prior fiscal year
represents  principally the partial  collection of a loan receivable  previously
written-off.  See  Note  3 of  Notes  to  Financial  Statements  for  additional
information.

     General and  administrative  expense was $58,000 and $81,000 for the fiscal
years  ended  August 31,  1997 and 1996,  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, 1997 and 1996. 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 under the circumstances,  especially in light of the Distribution.
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.

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

     As of  August  31,  1997,  the  Company  had cash and cash  equivalents  of
approximately $2.1 million. The Company had net working capital of approximately
$2.1  million  at the  same  date.  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, 1997 the Company  repurchased 8,551
shares of its common stock for an aggregate cost of $7,274.  All shares acquired
were  purchased  at  market  prices  and have  been  returned  to the  status of
authorized and unissued shares.


<PAGE>



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

                  Report of Independent Public Accountants

                  Balance Sheet at August 31, 1997

                  Statements of Operations
                           for the years ended August 31, 1997 and 1996

                  Statements of Stockholders' Equity for the
                           years ended August 31, 1997 and 1996

                  Statements of Cash Flows for the years ended
                           August 31, 1997 and 1996

                  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, 1997 and the related  statements of  operations,  stockholders'
equity  and cash  flows for the years  ended  August  31,  1997 and 1996.  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 consolidated  financial position of American Metals
Service,  Inc. as of August 31, 1997 and the results of its  operations and cash
flows for the years ended August 31, 1997 and 1996 in conformity  with generally
accepted accounting principles.



                                        /s/ Bederson & Company LLP
                                        ---------------------------



West Orange, New Jersey
November 5, 1997



<PAGE>

<TABLE>

                          AMERICAN METALS SERVICE, INC.

                                  BALANCE SHEET
                                 ($000 Omitted)


<CAPTION>

                                                         August 31,
                                                           1997
                                                        -----------
<S>                                                     <C>
ASSETS
Current assets:
  Cash and cash equivalents                               $ 2,111
                                                          -------

          Total current assets                            $ 2,111
                                                          =======




LIABILITIES AND STOCKHOLDERS' EQUITY 
Current liabilities:
  Accrued liabilities                                    $     8
                                                         -------

          Total current liabilities                            8
                                                         -------

Stockholders' equity:
  Common stock, $.01 par value, 6,000,000
    shares authorized, 1,950,565
    outstanding                                               20
  Additional capital in excess of par value                3,054
  Accumulated deficit                                   (    971)
                                                         -------

          Total stockholders' equity                       2,103
                                                         -------

          Total liabilities and stockholders'
            equity                                       $ 2,111
                                                         =======




                 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,
                                                  ------------------------
                                                   1997               1996
                                                  -------            -------
<S>                                               <C>                <C>
Revenues:
  Interest income                                 $   104            $   105
  Other income                                          -                 30
                                                  -------            -------
                                                      104                135
                                                  -------            -------

General and administrative
  expense                                              58                 81
                                                  -------            -------
Income before income taxes                             46                 54
Income taxes                                            -                  -
                                                  -------            -------
Net income                                        $    46            $    54
                                                  =======            =======

Net income per common share                       $   .02            $   .03
                                                  =======            =======

Weighted average number of shares
  outstanding                                       1,956              1,959
                                                  =======            =======



                 See accompanying notes to financial statements.

</TABLE>



<PAGE>


<TABLE>

                                                        AMERICAN METALS SERVICE, INC.

                                                     STATEMENTS OF STOCKHOLDERS' EQUITY
                                                                (000 Omitted)


<CAPTION>
                                                             Additional
                                                             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,
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
                           ------       -------               -------               -------              -------

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
                           ======       =======               =======               =======              =======




                                               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,
                                                     -------------------------------
                                                       1997                   1996
                                                     --------               --------
<S>                                                 <C>                     <C>
Cash flows from operating activities:
  Net cash provided by
    operating activities                             $     29               $     65
                                                     --------               --------

Cash flows from financing activities:
  Purchase of common stock                          (       8)                     -
                                                     --------               --------

Net increase in cash and
  cash equivalents                                         21                     65

Cash and cash equivalents at beginning
  of year                                               2,090                  2,025
                                                     --------               --------
Cash and cash equivalents at end
  of year                                               2,111                  2,090
                                                     ========               ========

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

Net income                                           $     46               $     54
Adjustments to reconcile net income
  to net cash provided by operating
  activities:
    (Decrease) increase in accrued
      liabilities                                   (      17)                    11
                                                     --------               --------

Net cash provided by operating
  activities                                         $     29               $     65
                                                     ========               ========



                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.

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 - OTHER INCOME
---------------------

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 entire outstanding balance of the loan. During the fiscal
year ended August 31, 1996 the Company  recorded $30,000 of other income for the
partial  recovery  of the loan  balance  by the sale of assets  of the  bankrupt
Borrower.



<PAGE>



NOTE 4 - 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 1996 deferred  tax   asset and  associated  valuation   allowance  of
$1,293,000 were accordingly reduced by $1,252,000 to $41,000 at August 31, 1997.

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

The tax effects of  significant  items  composing the Company's net deferred tax
asset as of August 31, 1997 are as follows (in 000's):

<TABLE>

    <S>                                       <C>
    Deferred tax asset:
      Federal NOLs                             $   30
      State NOLs                                   11
                                               ------
                                               $   41

    Valuation allowance                       (    41)
                                               ------
    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.

There was no  provision  for federal or state  income  taxes for the years ended
August 31, 1997 and 1996 due to the  application  of NOLs and the  write-off for
tax  purposes of the note  receivable  discussed in Note 3 of Notes to Financial
Statements.


NOTE 5 - 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, 1997
have been canceled and returned to the status of authorized but unissued.



<PAGE>



NOTE 6 - 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,  1997 and 1996.  One hundred
thousand shares were available for grant at August 31, 1997.

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.


NOTE 7 - 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 for the fiscal year ended August 31,
1996 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 1997 and 1996 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 15% of the Company's common
stock at August 31, 1997. This fee was based on Kent's  estimated costs, and the
Company believes the cost allocation is reasonable under the circumstances.


<PAGE>



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

     On August 22, 1997, Coopers & Lybrand L.L.P.  ("C&L") declined to stand for
reelection as auditors of the financial  statements of the Company as of and for
the year ended  August 31,  1997,  because they no longer are the auditors of an
affiliate of the  Company.  On August 28, 1997 the Company  retained  Bederson &
Company  LLP  ("Bederson"),  Certified  Public  Accountants,  as its  certifying
accountant for the fiscal year ended August 31, 1997.

     No report on the financial  statements of the Company  issued by C&L during
the last two fiscal years contained an adverse opinion or disclaimer of opinion,
or was  qualified  or modified  as to  uncertainty,  audit  scope or  accounting
principles,  nor were there any  disagreements  during the last two fiscal years
and through August 22, 1997,  between C&L and the Company  concerning any matter
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing  scope or procedure,  which  disagreements  if not resolved  would have
required C&L to make reference to the subject matter thereof in connection  with
its report.  During the last two fiscal years and through August 22, 1997,  none
of the events listed in items (1) through (3) of Item 304(b) of  Regulation  S-B
have  occurred;  and during  such  period the  Company  has not  consulted  with
Bederson concerning any matter referred to under paragraphs (i) and (ii) of Item
304(a)(2) of Regulation S-B.

<PAGE>



                                    PART III


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                    61            Chairman, President and                   1992
                                                   Director

John W. Galuchie, Jr.              44            Vice President, Treasurer                 1992
                                                   and Director

Mark W. Jaindl                     37            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.

     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.



<PAGE>



     Mark W. Jaindl has served as a director of the Company  since July 1992 and
Vice  President and Secretary from July 1992 until June 1995. He has also been a
Senior  Vice  President  from June  1992  until  June  1995 of Pure  World and a
director  since October 1994.  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. From October 1991 to June 1992, he was  self-employed as
an investment  consultant.  From May 1982 to October 1991,  and again since June
1995, he 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. Mr. Jaindl also serves as the Chief
Financial Officer of Jaindl Land Company, a developer of residential, commercial
and industrial properties in eastern  Pennsylvania.  Mr. Jaindl is currently the
Vice  Chairman  and  President  of the  American  Bank of the Lehigh  Valley,  a
commercial bank located in Allentown, Pennsylvania.


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

     The  Company did not pay  compensation  to any of its  executive  officers,
including the Chief Executive Officer, for the last six 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,  1997,  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<F1>                of Class
-------------------                     -----------------------              --------------         
<S>                                           <C>                                <C>
Asset Value Holdings, Inc.
  376 Main Street
  Bedminster, NJ 07921                        288,192                            14.63%

Shamrock Associates
  211 Pennbrook Road
  Far Hills, NJ 07931                         705,662<F2>                        35.81%

Paul O. Koether
  211 Pennbrook Road
  Far Hills, NJ  07931                        805,757<F3>                        40.89%

John W. Galuchie, Jr.
  376 Main Street
  Bedminster, NJ  07921                       293,192<F4>                        14.88%

Mark W. Jaindl
  3150 Coffeetown Road
  Orefield, PA  18069                          20,000<F5>                         1.02%

All directors and officers
 as a group (4 persons)                       831,757<F5><F6>                    42.21%
------------------------------

<PAGE>

<FN>
<F1> 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.

<F2> Reflects 288,192 shares of common stock held by AVH.  Shamrock  Associates,
     as the  ultimate  parent of AVH,  disclaims  beneficial  ownership of these
     shares.

<F3> 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  288,192  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  22,000  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.

<F4> Reflects  288,192  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.

<F5> Included in the number of shares  beneficially  owned are shares subject to
     options held by Mr.  Jaindl  which are  currently  exercisable  or becoming
     exercisable.

<F6> Reflects  805,757  shares of common  stock held by  Shamrock  and AVH,  and
     beneficially owned by Messrs. Koether and Galuchie (see Notes 2, 3 and 4).

</FN>
</TABLE>


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:
          --------------------

     On  August  28,  1997 the  Company  filed  an 8-K  reporting  a  change  in
accountants from Coopers & Lybrand L.L.P. to Bederson & Company LLP. See Item 8.
Changes in and  Disagreements  with  Accountants  on  Accounting  and  Financial
Disclosure.

<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 26, 1997                  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 26, 1997                     /s/ Paul O. Koether
                                             -----------------------------
                                             Paul O. Koether
                                             Chairman of the Board,
                                             President and Director
                                             (Principal Executive Officer)


Dated: November 26, 1997                     /s/ John W. Galuchie, Jr.
                                             -----------------------------
                                             John W. Galuchie, Jr.
                                             Vice President, Treasurer
                                               and Director


Dated: November 26, 1997                     /s/ Mark W. Jaindl
                                             -----------------------------
                                             Mark W. Jaindl
                                             Director


Dated: November 26, 1997                     /s/ Mark Koscinski
                                             -----------------------------
                                             Mark Koscinski
                                             Vice President and Secretary
                                             (Principal Accounting and
                                               Financial Officer)