AGREEMENT AND PLAN OF MERGER


     AGREEMENT  AND  PLAN OF  MERGER,  dated as of June 29,  1999,  pursuant  to
Section 253 of the  Delaware  General  Corporation  Law (the "DGCL") and Section
607.1104 of the Florida Business Corporation Act (the "FBCA"),  between American
Metals  Service,  Inc.,  a Florida  corporation  having its  principal  place of
business at 376 Main  Street,  P.O.  Box 74,  Bedminster,  New Jersey 07921 (the
"Company"),  and  American  Metals  Service,  Inc., a Delaware  corporation  and
wholly-owned  subsidiary of the Company,  having its principal place of business
at 376 Main Street,  P.O. Box 74,  Bedminster,  New Jersey 07921 (the "Surviving
Company").

                              W I T N E S S E T H:
                              --------------------

     WHEREAS, the Company is a corporation duly organized and existing under the
laws of the State of Florida with total authorized  capital stock of Six Million
(6,000,000) shares, $.01 par value per share (the "Company Common Stock").

     WHEREAS, the Surviving Company is a corporation duly organized and existing
under  the  laws of the  State  of  Delaware  and will  have,  effective  at the
Effective  Date (as defined  below)  total  authorized  capital  stock of Twelve
Million  (12,000,000)  shares,  $.01 par value per share (the "Surviving Company
Common Stock").

     WHEREAS,  the  respective  Boards  of  Directors  of the  Company  and  the
Surviving  Company have each adopted  resolutions  approving  this Agreement and
Plan of Merger.

     NOW  THEREFORE,  in  consideration  of the foregoing  and the  undertakings
herein contained and for other good and valuable consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     1. MERGER.  The Company shall be merged with and into the Surviving Company
pursuant to Section 253 of the DGCL and Section 607.1104 the FBCA. The Surviving
Company shall survive the merger herein  contemplated  and shall  continue to be
governed by the laws of the State of Delaware.  The separate corporate existence
of the Company shall cease  forthwith upon the Effective Date. The merger of the
Company with and into the Surviving  Company shall hereinafter be referred to as
the "Merger."

     2. SHAREHOLDER APPROVAL. As soon as practicable after the execution of this
Agreement and Plan of Merger,  the Company and the Surviving  Company shall,  if
necessary  under the DGCL and FBCA,  submit this Agreement and Plan of Merger to
their respective shareholders for approval.

     3.  EFFECTIVE  DATE.  The Merger  shall be  effective  upon the filing of a
Certificate  of Ownership and Merger with the Secretary of State of the State of
Delaware  and  Articles  of Merger with the  Secretary  of State of the State of
Florida,  which filings shall be made as soon as practicable  after all required
shareholder  approvals have been obtained.  The time of such effectiveness shall
hereinafter be referred to as the "Effective Date."

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     4. COMMON STOCK OF THE COMPANY.  On the  Effective  Date,  by virtue of the
Merger and without any action on the part of the holders thereof,  each share of
Company  Common  Stock shall  cease to exist and shall be changed and  converted
into one fully paid and  non-assessable  share of the Surviving  Company  Common
Stock.

     5.  STOCK  CERTIFICATES.  On  and  after  the  Effective  Date,  all of the
outstanding  certificates which prior to that time represented shares of Company
Common  Stock shall be deemed for all  purposes to evidence  ownership of and to
represent the shares of the Surviving Company Common Stock into which the shares
of the Company  represented by such  certificates  have been converted as herein
provided. The registered owner on the books and records of the Surviving Company
or its transfer agent of any such outstanding  stock  certificate  shall,  until
such  certificate  shall have been  surrendered  for transfer or  conversion  or
otherwise accounted for to the Surviving Company or its transfer agent, have and
be  entitled  to exercise  any voting and other  rights  with  respect to and to
receive any dividend and other  distributions  upon the shares of the  Surviving
Company evidenced by such outstanding certificate as above provided. On request,
the  Surviving  Company  will issue new  certificates  to anyone who holds stock
certificates of the Company. Any request for new certificates will be subject to
normal stock  transfer  requirements  including  proper  endorsement,  signature
guarantee, if required, and payment of applicable taxes.

     6. STOCK OPTION PLAN.

          (a)  On the Effective Date, if any options or rights granted under the
               Company's  1983 incentive  stock option plan remain  outstanding,
               then the  Surviving  Company  shall  assume the  outstanding  and
               unexercised  portions of such options and such  options  shall be
               changed and converted into options to purchase  Surviving Company
               Common  Stock,  such that an option to purchase  one (1) share of
               the Company  Common  Stock shall be  converted  into an option to
               purchase one (1) share of the Surviving  Company Common Stock. No
               other  changes in the terms and  conditions of such options shall
               occur.

          (b)  One (1) share of the  Surviving  Company  Common  Stock  shall be
               reserved for issuance  under the Company's 1983 stock option plan
               from and after the Effective Date for each option to purchase one
               (1) share of the Company  Common  Stock so  reserved  immediately
               prior to the Effective Date.

          (c)  No "additional  benefits" within the meaning of Section 424(a)(2)
               of the  Internal  Revenue  Code of 1986  (as  amended)  shall  be
               accorded  to the option  holders  pursuant to the  assumption  of
               their options.

     7. EMPLOYEE  BENEFIT PLANS.  On the Effective  Date, the Surviving  Company
shall assume all  obligations of the Company under any and all employee  benefit
plans in effect as of such date with respect to which employee rights or accrued
benefits are  outstanding as of such date. On the Effective  Date, the Surviving
Company shall adopt and continue in effect all such employee  benefit plans upon
the same terms and conditions as were in effect immediately prior to the Merger.

     8. SUCCESSION.  On the Effective Date, the Surviving  Company shall succeed
to all of the rights, privileges, debts, liabilities, powers and property of the
Company in the manner of and as more fully set forth in Section 259 of the DGCL.
Without limiting the foregoing,  upon the Effective Date, all property,  rights,
privileges,  franchises, patents, trademarks, licenses, registrations, and other
assets of every kind and description of the Company shall be transferred to,

<PAGE>

vested in and devolved upon the Surviving  Company  without  further act or deed
and all  property,  rights,  and every  other  interest  of the  Company and the
Surviving  Company shall be as effectively the property of the Surviving Company
as they were of the Company and the Surviving Company,  respectively. All rights
of creditors of the Company and all liens upon any property of the Company shall
be preserved  unimpaired,  and all debts,  liabilities and duties of the Company
shall attach to the Surviving Company and may be enforced against it to the same
extent as if said debts,  liabilities and duties had been incurred or contracted
by it.

     9.  CERTIFICATE OF INCORPORATION  AND BYLAWS.  From and after the Effective
Date, the Certificate of  Incorporation,  substantially in the form of Exhibit A
hereto,  and  Bylaws,  substantially  in the form of  Exhibit B  hereto,  of the
Surviving  Company shall continue in full force and effect until further amended
in accordance with the provisions thereof and applicable law.

     10.  DIRECTORS AND OFFICERS.  The members of the Board of Directors and the
officers of the Surviving Company on the Effective Date shall continue in office
until  the  expiration  of their  respective  terms of office  and  until  their
successors have been elected and qualified.

     11.  FURTHER  ASSURANCES.  From time to time,  as and when  required by the
Surviving Company or by its successors and assigns,  there shall be executed and
delivered on behalf of the Company such deeds and other  instruments,  and there
shall be taken or caused  to be taken by it such  further  and  other  action as
shall be  appropriate  or necessary in order to best or perfect in or to confirm
of record or otherwise in the Surviving  Company the title to and  possession of
all the property,  interests,  assets, rights, privileges,  immunities,  powers,
franchises and authority of the Company, and otherwise to carry out the purposes
of this  Agreement  and Plan of Merger,  and the officers  and  directors of the
Company  are  fully  authorized  in the name and on  behalf  of the  Company  or
otherwise to take any and all such action and to execute and deliver any and all
such deeds and other instruments.

     12.  ABANDONMENT.  Notwithstanding the approval of this Merger Agreement by
the  shareholders  of the Company or by the sole  stockholder  of the  Surviving
Company, at any time before the Effective Date, (a) this Merger Agreement may be
terminated  and the Merger may be  abandoned by the Board of Directors of either
the  Company  or the  Surviving  Company  or  both,  including  by  reason  of a
determination, in the sole discretion of either Board of Directors, that holders
of an unacceptable number of shares intend to exercise their statutory appraisal
rights pursuant to Section  607.1320 of the FBCA, or (b) the consummation of the
Merger may be deferred for a reasonable period of time if, in the opinion of the
Boards of Directors of the Company and the Surviving Company,  such action would
be in the best  interests of such  corporations.  In the event of termination of
this Merger Agreement,  this Merger Agreement shall become void and of no effect
and  there  shall be no  liability  on the part of either  corporation  or their
respective Board of Directors or stockholders with respect thereto,  except that
the Company shall pay all expenses  incurred in connection with the Merger or in
respect of this Merger Agreement or relating thereto.

     13. CONDITIONS TO MERGER.  The obligation of the corporations to effect the
transactions  contemplated  hereby is subject to  satisfaction  of the following
conditions  (any or all of which may be waived by either of the  corporations in
its sole discretion to the extent permitted by law):

          (a)  the Merger shall have been  approved by the  shareholders  of the
               Company in accordance with applicable provisions of the FBCA;

          (b)  the Company, as sole stockholder of the Surviving Company,  shall
               have approved the Merger in accordance with the DGCL; and

<PAGE>

          (c)  any and all consents,  permits,  authorizations,  approvals,  and
               orders  deemed  in  the  sole  discretion  of the  Company  to be
               material  to the  consummation  of the  Merger  shall  have  been
               obtained.

     14.  AMENDMENT.  This  Agreement  and Plan of Merger  may be amended by the
Boards of Directors of the Company and the  Surviving  Company at any time prior
to the  Effective  Date,  provided  that an  amendment  made  subsequent  to the
approval of this Agreement and Plan of Merger by either the  shareholders of the
Company or the sole stockholder of the Surviving  Company shall not (1) alter or
change the amount or kind of shares, securities, cash, property and/or rights to
be received in exchange for or on  conversion of all or any of the shares of any
class or series thereof of such corporation, (2) alter or change any term of the
Certificate  of  Incorporation  of the  Surviving  Company to be effected by the
Merger or (3) alter or change any of the terms and  conditions of this Agreement
and Plan of Merger if such  alteration  or change  would  adversely  affect  the
holders of any class or series of the stock of such corporation.

     15.  GOVERNING  LAW.  This  Agreement  and  Plan of  Merger  and the  legal
relations  between the parties  shall be governed by and construed in accordance
with the internal laws of the State of Delaware.

     16.  DISSENTERS'  RIGHTS.  Shareholders of the Company who dissent from the
Merger pursuant to Section 607.1320 of the FBCA may be entitled,  if they comply
with the provisions of the FBCA regarding the rights of dissenting shareholders,
to be paid the fair value of their shares.

<PAGE>

     17.  COUNTERPARTS.  In order to facilitate the filing and recording of this
Agreement  and Plan of  Merger,  the  same  may be  executed  in any  number  of
counterparts, each of which shall be deemed to be an original.

     IN WITNESS  WHEREOF,  each of the parties  hereto has caused this Agreement
and Plan of Merger to be executed  and  attested  on its behalf by its  officers
hereunto duly authorized, as of the date first above written.

                                         AMERICAN METALS SERVICE, INC.,
                                         a Florida corporation

                                         By:  /s/ John W. Galuchie, Jr.
                                              ----------------------------------
                                         Name:    John W. Galuchie, Jr.
                                               ---------------------------------
                                         Title:   Vice President
                                               ---------------------------------
ATTESTED

By:   /s/ Jeffrey L. Criswell
      ---------------------------
Name:     Jeffrey L. Criswell
      ---------------------------
Title:    Assistant Secretary
      ---------------------------

                                         AMERICAN METALS SERVICE, INC.,
                                         a Delaware corporation

                                         By:   /s/ Thomas K. Van Herwarde
                                               ---------------------------------
                                         Name:     Thomas K. Van Herwarde
                                               ---------------------------------
                                         Title:    President
                                               ---------------------------------
ATTESTED

By:   /s/ Jeffrey L. Criswell
      ----------------------------
Name:     Jeffrey L. Criswell
      ----------------------------
Title:    Assistant Secretary
      ----------------------------