CERTIFICATE OF INCORPORATION

                                       OF

                          AMERICAN METALS SERVICE, INC.

                     (Pursuant to Section 101 and 102 of the
                General Corporation Law of the State of Delaware)



     The  undersigned,  in order to form a corporation  pursuant to Sections 101
and 102 of the General  Corporation  Law of the State of  Delaware,  does hereby
certify as follows:

     FIRST: The name of the corporation (the  "Corporation")  is American Metals
Service, Inc.

     SECOND: The address of the Corporation's  registered office in the State of
Delaware is Corporation  Trust Center,  1209 Orange  Street,  New Castle County,
Wilmington,  Delaware 19801. The name of the registered agent of the Corporation
in the State of Delaware at such address is The Corporation Trust Company.

     THIRD:  The  purpose of the  Corporation  is to engage in any lawful act or
activity for which  corporations may be organized under the General  Corporation
Law of the State of Delaware.

     FOURTH:  The total number of shares of capital stock which the  Corporation
shall have the  authority to issue is  12,000,000  shares of common  stock,  par
value $0.01 per share.  The holders of shares of Common  Stock shall be entitled
to vote on all matters at all meetings of the  stockholders of the  Corporation,
and shall be  entitled  to one vote for each share of Common  Stock  entitled to
vote at any such meeting.

     FIFTH: The name and mailing address of the sole incorporator is as follows:

              NAME                                 ADDRESS
              ----                                 -------

              Guy P. Lander                 c/o Rosenman & Colin LLP
                                            575 Madison Avenue
                                            New York, NY 10022-2585

     SIXTH: In furtherance and not in limitation of the powers conferred by law,
subject  to  any  limitations   contained   elsewhere  in  this  Certificate  of
Incorporation, By-laws of the Corporation may be adopted, amended or repealed by

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the Board of Directors of the Corporation,  provided that any By-laws adopted by
the Board of Directors may be amended or repealed by the  stockholders  entitled
to vote thereon.

     SEVENTH: Election of directors need not be by written ballot.

     EIGHTH:  No director of the Corporation  shall be personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director; provided, however, that nothing in this Article EIGHTH shall
eliminate  or  limit  the  liability  of any  director  (i)  for  breach  of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or  omissions  not in good  faith or which  involve  intentional  misconduct  or
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware,  or (iv) for any  transaction  from which the director
derived an improper personal  benefit.  Neither the amendment nor repeal of this
Article  EIGHTH,  nor  the  adoption  of any  provision  of the  Certificate  of
Incorporation  inconsistent with this Article EIGHTH,  shall eliminate or reduce
the effect of this  Article  EIGHTH in respect of any matter  occurring,  or any
cause of action,  suit or claim that, but for this Article EIGHTH,  would accrue
or  arise,  prior to such  amendment,  repeal  or  adoption  of an  inconsistent
provision.

     NINTH:  The  Corporation  shall,  to the fullest  extent  permitted  by the
provisions  of  Section  145 of the  General  Corporation  Law of the  State  of
Delaware,  as the same may by amended and  supplemented,  indemnify  any and all
persons  whom it shall  have power to  indemnify  under  said  section  from and
against any and all expenses,  liabilities,  or other matters  referred to in or
covered by said section,  and the indemnification  provided for herein shall not
be deemed  exclusive  of any  other  rights to which  those  indemnified  may be
entitled  under any bylaw,  agreement,  vote of  stockholders  or  disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director,  officer,  employee,  or agent and shall
inure to the  benefit  of the heirs,  executors,  and  administrators  of such a
person.

     TENTH:  The  number  of  directors  of the  Corporation  shall  be fixed as
provided by the By-laws of the  Corporation  and may be  increased  or decreased
from time to time in such a manner as may be prescribed by the By-laws.


     IN  WITNESS  WHEREOF,  I have  hereunto  signed my name and  affirm,  under
penalty of perjury,  that this Certificate is my act and deed and that the facts
stated herein are true this 29th day of June 1999.



                                                  /s/ Guy P. Lander
                                                  ------------------------------
                                                  Guy P. Lander
                                                  Sole Incorporator