SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-K/A
(Mark One)
[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2000

                                       OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                          Commission file number 1-1363

                               ENVIROSOURCE, INC.
             (Exact name of Registrant as specified in its charter)

            Delaware                                 34-0617390
       (State or other jurisdiction of           (I.R.S. Employer
       incorporation or organization)            Identification No.)

               1155 Business Center Drive, Horsham, PA 19044-3454
               (Address of principal executive offices) (Zip Code)

               Registrant's telephone number,including area code:
                                 (215) 956-5500

           Securities registered pursuant to Section 12(g) of the Act:

                                 Title of Class
                                 --------------

                     Common Stock, par value $.05 per share

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter  period 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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of the Registrant's  knowledge,  in definitive  proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant was $164,170 as of April 2, 2001.

The number of shares  outstanding  of the  Registrant's  Common  Stock as of the
close of business on April 2, 2001 was 5,813,394.

<PAGE>

                                EXPLANATORY NOTE:

         Envirosource, Inc. (the "Company") hereby amends the following items of
its  Annual  Report  on Form  10-K for the year  ended  December  31,  2000 (the
"Original  Filing").  Each of the below  referenced  items in Part III is hereby
amended by deleting the item in its entirety and  replacing it with the item set
forth herein. Any item in the Original Filing not expressly changed hereby shall
be as set forth in the Original Filing.

                                    PART III


ITEM 10. Directors and Executive Officers of the Company.

         The information concerning executive officers required by this item is
set forth in Part I of the Form 10-K for the year ended December 31, 2000,
pursuant to General Instruction G to Form 10-K.

         The  following  table sets forth the names and ages of the directors of
the Company as of March 31, 2001:

         Name                               Age             Year Term Ends(1)
         ----                               ---             -----------------
         Wallace B. Askins                   70                   2003
         Raymond P. Caldiero                 61                   2001
         John T. DiLacqua                    48                   2002
         Robert N. Gurnitz                   62                   2001
         Jeffrey G. Miller                   59                   2002
         Jon D. Ralph                        36                   2002
         John M. Roth                        42                   2003
         J. Frederick Simmons                46                   2003
         Ronald P. Spogli                    53                   2001
         ---------------
         (1)  Directors' terms end at the Company's Annual Meeting for the year
              indicated, or when  their respective successors have been elected
              and qualified.

         Wallace B. Askins has been a director of the  Company  since 1978.  Mr.
Askins served as Executive Vice President and Chief Financial  Officer of Armco,
Inc.  ("Armco") (a manufacturer of steel and other products) from June 1984, and
as a director of Armco from  December  1985,  until his  retirement  in November
1992. Mr. Askins is a director of Trump Hotel & Casino Resorts, Inc.

         Raymond  P.  Caldiero  has served as a director  of the  Company  since
February  1992. Mr.  Caldiero has served as Chairman of Caldiero  International,
Inc. (a consultant in the areas of hotel  development,  lobbying,  marketing and
sales) since 1989. He is a director of the Autry Museum and Technology Solutions
Corp. and served as a director of Envirosafe Services,  Inc. ("Envirosafe") from
1987 until  February  1992.  Mr.  Caldiero  became a director  of the Company in
February 1992 pursuant to the terms of a merger agreement between Envirosafe and
a wholly-owned subsidiary of the Company.

         John T. DiLacqua has been a director and President and Chief  Executive
Officer of the Company since January 1999.  From October 1997 to December  1998,
Mr.  DiLacqua  served as  President  of the U.S.  Ferrous  Operations  of Philip
Metals, Inc., which included,  among other companies,  the former Luria Brothers
Division of Connell Limited Partnership  ("Luria  Brothers").  Prior to that, he
served as the President of Luria  Brothers  from May 1994 to October 1997,  and,
from December  1990 to May 1994, he served as its Vice  President of Finance and
Administration.


<PAGE>


         Robert N. Gurnitz became a director of the Company in November 1997 and
became  Chairman of the Board in December  1998. Mr. Gurnitz served as President
and Chief Executive Officer of Northwestern Steel and Wire Co. from 1991 to 1993
and as its Chairman and Chief Executive Officer from 1993 to 1997. Prior to that
he served in various senior  management  capacities with Rockwell  International
Corporation, Bethlehem Steel Corporation and Webcraft Technologies.

         Jeffrey G. Miller has served as a director of the Company  since August
1993. Mr. Miller has been a professor of  environmental  law at Pace  University
School of Law since 1987 and is currently  Associate  Dean. He was of counsel to
the  Seattle  and  Washington  D.C.  law firm of Perkins  Coie from 1987 to 1997
practicing  environmental law. Mr. Miller was a director of Envirosafe from 1987
until  February  1992.  He became a director  of the  Company in  February  1992
pursuant  to  the  terms  of  a  merger  agreement  between   Envirosafe  and  a
wholly-owned subsidiary of the Company. Mr. Miller resigned as a director on May
13, 1993  pursuant to the terms of the purchase  agreement by which an affiliate
of FS&Co.  acquired its interest in the Company and was re-elected as a director
of the Company in August 1993.

         Jon D. Ralph has been a director of the Company since August 1993.  Mr.
Ralph joined Freeman Spogli & Co. ("FS&Co.") in August 1989. Mr. Ralph is also a
director of Century Maintenance  Supply,  Inc., Hudson Respiratory Care Inc. and
The Pantry, Inc.

         John M. Roth  became a director  of the  Company in May 1993.  Mr. Roth
joined FS&Co. in March 1988 and became a general partner in March 1993. Mr. Roth
is also a director of Advance Stores Company, Inc. and AFC Enterprises, Inc.

         J. Frederick  Simmons became a director of the the Company in May 1993.
Mr. Simmons joined FS&Co.  in 1986 and became a general partner in January 1991.
He is also a director of Century  Maintenance Supply,  Inc.,  Vibe/Spin Ventures
and Webvision, Inc.

         Ronald P.  Spogli  became a director  and  Chairman of the Board of the
Company in May 1993. In December 1998, Mr. Spogli stepped down from the Chairman
of the Board post,  but  retained  his  position  as  Chairman of the  Executive
Committee of the Board of Directors.  Mr. Spogli is a founding partner of FS&Co.
He is also a director of AFC  Enterprises,  Inc.,  Century  Maintenance  Supply,
Inc., Galyan's Trading Company, Inc., Hudson Respiratory Care Inc., Medical Arts
Press, Inc. and MVP.com, Inc.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

         Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's directors and executive officers, and
persons who own more than ten percent of the Company's Common Stock, to file
with the Securities and Exchange Commission initial reports of beneficial
ownership and reports of changes in beneficial ownership of the Company's Common
Stock and derivative securities. Based solely upon a review of the copies of the
forms furnished to the Company, or written representations from reporting
persons, the Company believes that during 2000 all filing requirements
applicable to officers and directors were met.

                                       2

<PAGE>


ITEM 11. Executive Compensation.

Compensation of Directors
-------------------------

         The Company pays each director other than Messrs.  DiLacqua and Gurnitz
and general partners or employees of FS&Co. an annual fee of $15,000 (payable in
four equal quarterly installments),  as well as an additional per meeting fee of
$1,000 for each Board  meeting  attended in excess of four meetings per year and
each  Committee  meeting  attended in excess of two meetings per  Committee  per
year. In addition,  the Company pays the reasonable expenses of each director in
connection  with his attendance at each meeting of the Board of Directors or any
committee  thereof.  In  connection  with their  election  in  February  1992 as
directors of the  Company,  each of Mr.  Caldiero and Mr.  Miller was granted an
option to purchase  2,857  shares of Common  Stock of the Company at an exercise
price of $18.375 per share,  which  became  exercisable  in  September  1993 and
expires in March 2002.  On August 5, 1993,  Mr.  Askins was granted an option to
purchase  2,857  shares of Common  Stock of the Company at an exercise  price of
$29.75 per share,  which became exercisable in August 1995 and expires in August
2003.

         In 1995,  the Company  adopted a Stock  Option  Plan for  Non-Affiliate
Directors, which was ratified and approved by the stockholders of the Company at
the 1995 Annual Meeting. Pursuant to this plan, each director of the Company who
is  neither  an  employee  of  the  Company  nor an  affiliate  of  FS&Co.:  (i)
automatically  is granted an option to purchase 714 shares of Common Stock as of
January 1 of each year,  and (ii) is given the right,  exercisable  on or before
January 1 of each year, to make an irrevocable  election to receive an option to
purchase  shares of Common Stock in lieu of receiving his annual  director's fee
for that particular year. No director has elected to receive options to purchase
shares of Common Stock in lieu of his annual  director's fees for either 2000 or
2001.

         As of January 20, 1999,  Mr.  Gurnitz became an employee of the Company
at an annual salary of $75,000. Mr. Gurnitz is not eligible for a bonus. Because
Mr. Gurnitz is an employee of the Company,  he is not paid directors'  fees, and
he is no longer  eligible  to receive  options  under the Stock  Option Plan for
Non-Affiliate  Directors.  In February 1999, the Company  granted Mr. Gurnitz an
option  under its 1993 Stock  Option  Plan to purchase  50,000  shares of Common
Stock at $4.00 per share,  which option vests in equal annual  increments over a
three-year period.

                                       3

<PAGE>


Compensation of Executive Officers
----------------------------------

         The following table sets forth all  compensation  awarded to, earned by
or  paid  to the  Chief  Executive  Officer  and  the  other  four  most  highly
compensated  executive  officers  of the  Company  for the last three  completed
fiscal years.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                                                                       LONG TERM
                                                          ANNUAL COMPENSATION        COMPENSATION
                                                     ---------------------------     ------------
                                                                                       NUMBER OF         ALL OTHER
       NAME AND PRINCIPAL POSITION         YEAR        SALARY            BONUS       STOCK OPTIONS    COMPENSATION(3)
       ---------------------------         ----        ------            -----       -------------    ---------------

<S>                                        <C>        <C>               <C>           <C>                 <C>
John T.  DiLacqua(1).  . . . . . . . . .   2000       $400,000          $412,000            0             $32,255
  Chief Executive Officer                  1999        378,974(2)        176,000      100,000                   0

John C.  Heenan(1).  . . . . . . . . . .   2000        196,500           184,000            0              17,264
  Senior Vice President, Treasurer and     1999        163,692(2)         82,000       15,000                   0
  Chief Financial Officer

John P.  Carroll.  . . . . . . . . . . .   2000        118,750            99,000            0              26,701
  Vice President, Human Resources          1999        110,000            44,000            0              25,306
                                           1998        100,000                 0        2,143              24,500

Richard J.  Fitz.  . . . . . . . . . . .   2000        120,250            65,000            0              10,935
  Controller                               1999        110,517            28,000            0               9,560
                                           1998        104,800                 0          714              10,611

Leon Z. Heller.  . . . . . . . . . . . .   2000        138,500           115,500            0              13,441
  Vice President, General                  1999        130,667            47,200            0              11,383
  Counsel and Secretary                    1998        124,000                 0        2,143              13,640
---------
</TABLE>
(1)  Neither Mr.  DiLacqua nor Mr.  Heenan was employed by the Company  prior to
     1999.

(2)  Reflects salary for a partial year.  Employment  began January 20, 1999 for
     Mr. DiLacqua, and February 22, 1999 for Mr. Heenan.

(3)  In 2000,  includes Company  contributions to accounts in the  Envirosource,
     Inc. Savings Plan, as follows:  Mr. DiLacqua,  $5,100; Mr. Heenan,  $4,935;
     Mr. Carroll,  $3,563;  Mr. Fitz, $3,523;  and Mr. Heller,  $4,155;  Company
     contributions to accounts in the Envirosource, Inc. Profit Sharing Plan, as
     follows:  Messrs.  DiLacqua,  Heenan,  and  Heller,  $8,500  each;  Company
     contributions to accounts in the Envirosource,  Inc. Supplemental Executive
     Retirement Plan, as follows: Mr. DiLacqua, $18,655; Mr. Heenan, $3,829; and
     Mr. Heller,  $786; and Company  contributions to accounts in the Retirement
     Plan  for  Salaried  Employees  of  International  Mill  Service,  Inc.,  a
     qualified  cash balance plan (the "Cash  Balance  Plan"),  as follows:  Mr.
     Carroll,  $8,138; and Mr. Fitz, $7,412. Each year, an amount equal to 5% of
     a Cash Balance Plan  Participant's  salary and bonus (excluding any portion
     of bonus paid in excess of the target bonus under the  Company's  incentive
     compensation  program) is added to such Participant's cash balance account,
     and  interest  is added to such  account at a rate that is  adjusted  on an
     annual basis and is 6% for the year 2001.  Also  includes for Mr.  Carroll,
     loan  forgiveness in each of 2000, 1999 and 1998 of $15,000 with respect to
     a relocation loan extended to him by the Company in 1995.

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

Individual Grants
-----------------

         There were no  Options/SAR  grants to the named  executive  officers in
2000.

                                       4

<PAGE>

Aggregated  Option/SAR  Exercises  in  Last  Fiscal  Year  and  Fiscal  Year-End
--------------------------------------------------------------------------------
Option/SAR Values
-----------------

         The  following  table sets forth the number and value at  December  31,
2000 of all  exercisable and  unexercisable  options held by the Chief Executive
Officer and the other four most  highly  compensated  executive  officers of the
Company under the Company's  Incentive Stock Option Plan, 1993 Stock Option Plan
and 1999  Stock  Option  Plan.  In 2000,  none of the named  executive  officers
exercised any options, and none held any unexercised  in-the-money options as of
December 31, 2000.



                                                                   NUMBER OF
                                                                    SHARES
                                                                  UNDERLYING
                                                                  UNEXERCISED
                                                                OPTIONS/SARS AT
                                                                  FY-END (#)
                                                                  ----------
                                                                 EXERCISABLE/
      NAME                                                       UNEXERCISABLE
      ----                                                       -------------
John T. DiLacqua    .  . . . . . . . . . . . . . . . . . .       33,333/66,667
John P. Carroll   .  . . . . . . . . . . . . . . . . . . .           2,286/714
Richard J. Fitz    .  .  . . . . . . . . . . . . . . . . .           2,190/238
Leon Z. Heller    .  . . . . . . . . . . . . . . . . . . .         4,144/1,000
John C. Heenan    .  . . . . . . . . . . . . . . . . . . .        5,000/10,000

Employment Agreements
---------------------

         The Company  entered into an  employment  agreement  with Mr.  DiLacqua
dated January 20, 1999 that  provides that Mr.  DiLacqua will serve as President
and Chief  Executive  Officer of the Company for an initial term of three years,
subject to renewal for successive  three-year  terms by mutual  agreement of the
parties.  The  agreement  provides for a base annual  salary to Mr.  DiLacqua of
$400,000  and an annual  incentive  bonus  based on the  achievement  of certain
performance  targets set by the Compensation  Committee.  Mr.  DiLacqua's target
bonus is 50% of his base salary. The agreement guaranteed Mr. DiLacqua an annual
bonus  for  1999 of at  least  $100,000,  but it does not  guarantee  any  bonus
thereafter. (See "Summary Compensation Table" and "Compensation Committee Report
on  Executive  Compensation  -  Incentive  Compensation.")  The  agreement  also
provided Mr. DiLacqua with an option to purchase 100,000 shares of Common Stock.
In the event the Company  terminates the agreement without cause, the Company is
obligated to pay Mr.  DiLacqua a severance  payment  equal to one year's  salary
plus the  amount  of his  target  bonus  for the year in which  the  termination
occurs.  Mr.  DiLacqua is also  entitled to receive this amount if he terminates
the agreement  following a change in control of the Company if he is not offered
a  similar  position  with  similar   responsibilities   and  equal  or  greater
compensation,  or if he is asked to relocate more than 50 miles  following  such
change in control. If the Company does not renew the agreement at the end of the
initial  three-year  term, it will be obligated to pay Mr.  DiLacqua a severance
payment equal to one year's salary.

         The Company  entered into employment  agreements  dated January 3, 2000
with each of Mr. Carroll,  Mr. Heenan and Mr. Heller. The agreements provide for
an  initial  term of three  years and are  subject  to  renewal  for  successive
three-year terms by mutual agreement of the parties. The agreements provide that
base  annual  salary for each  successive  year shall not be less than the prior
year's base salary and also provide for an annual  incentive  bonus based on the
achievement of certain  performance  targets set by the Compensation  Committee.
The target bonus is to be set each year by the Compensation Committee; for 2001,
the target bonus is 40% of base salary for Mr. Carroll and Mr.  Heller,  and 45%
for Mr.  Heenan.  The  agreements do not  guarantee any bonus.  In the event the
Company  terminates an agreement  without cause, the Company is obligated to pay
the  employee  severance  pay equal to one year's  salary plus the amount of his
target bonus for the year in which the termination  occurs. The employee is also
entitled  to receive  this amount if he  terminates  the  agreement  following a
change in control of the  Company if he is not offered a similar  position  with
similar  responsibilities and equal or greater  compensation,  if he is asked to
relocate  more  than 35  miles  following  such  change  in  control,  or if the
acquiring  company does not assume the agreement.  If the Company does not renew
the agreement at the end of the initial three-year term, it will be obligated to
pay the employee severance pay equal to one year's salary.

         The Company  entered into an agreement  dated February 8, 2000 with Mr.
Fitz that provides  that, in the event the Company  terminates the employment of
Mr. Fitz without just cause,  the Company is obligated to pay him  severance pay
equal to one year's salary.

                                       5

<PAGE>


Compensation Committee Report on Executive Compensation
-------------------------------------------------------

         The Compensation Committee of the Board of Directors is composed of two
independent  directors and two directors who are general  partners of FS&Co. The
Compensation  Committee has  responsibility  for administering the policies that
govern  employee  compensation  programs  and  executive  compensation,  and for
reviewing and making  recommendations  concerning the Company's employee benefit
plans,  executive  compensation  and such other matters as are referred to it by
the Board of Directors.  The Compensation  Committee has furnished the following
report on executive compensation:

         The  Compensation  Committee  believes  it is  important  to align  the
     financial  interests of the Company's senior managers,  including the Chief
     Executive Officer,  with those of its stockholders.  In furtherance of this
     objective,  the Company relies to a significant  degree on annual incentive
     compensation in addition to base compensation.

         BASE COMPENSATION. The Company attempts to offer new executive officers
     base compensation competitive with companies of comparable size, complexity
     and  geographic  location.  Annual  increases  in  base  compensation  have
     generally  been  intended  to  approximate   competitive   wage  escalation
     including, where appropriate,  adjustments based on merit. The Compensation
     Committee has not historically  reviewed initial  decisions  regarding base
     compensation  for new executive  officers  (other than the Chief  Executive
     Officer),  but  the  Compensation  Committee  does  approve  increases  for
     executive officers.

         INCENTIVE COMPENSATION. The remainder of executive compensation is tied
     to  corporate   performance.   The  Company  relies  on  annual   incentive
     compensation  to provide  incentives  to  executives  to meet the Company's
     business,  financial  and  strategic  objectives,  and to reward and retain
     executives who perform in furtherance of those objectives.

         The Company's incentive  compensation program for executive officers is
     based on a combination  of financial and  non-financial  goals.  The annual
     incentive  compensation  "pool" is the sum of the target bonuses of each of
     the  program's  participants.  This  pool may be  increased  or  decreased,
     depending  on the extent to which the  Company  meets  specified  financial
     targets,  typically expressed in relation to operating income. For 2000 and
     2001 the target bonus was set at 50% of base compensation for the Company's
     Chief  Executive  Officer  and  25% - 45%  of  base  compensation  for  the
     Company's  other  executive  officers.  The  extent to which an  individual
     executive officer participates in bonuses, if any, from the pool depends on
     that  individual's  achievement of objectives  negotiated  annually between
     that   individual  and  his  supervisor  and  that   individual's   overall
     performance.  Objectives involve projects or programs within each executive
     officer's  area  of  responsibility.   Early  each  year  the  Compensation
     Committee reviews  management's  proposed  incentive  compensation  program
     financial  targets,  and the objectives of each of the Company's  executive
     officers,  for that fiscal  year,  as well as proposed  awards,  if any, in
     respect of the preceding fiscal year.

         The bonuses  awarded to executive  officers  for 2000  reflected in the
     Summary  Compensation  Table were  based on the  Company's  achievement  of
     operating income targets and each executive  officer's overall  performance
     and individual achievements of his objectives.

         COMPENSATION OF CHIEF EXECUTIVE OFFICER.  The compensation of the Chief
     Executive  Officer is  intended  to reflect a  combination  of  performance
     indicators,  industry  conditions  and the  difficulty  and  complexity  of
     managing the Company. The base salary of Mr. DiLacqua,  the Company's Chief
     Executive  Officer,  is  fixed  under  his  employment  agreement  with the
     Company.  The bonus  awarded to Mr.  DiLacqua for 2000 under the  Company's
     incentive  compensation  program  was based  upon the  Company's  financial
     performance,  Mr. Dilacqua's achievement of his objectives, and his overall
     performance.

                                         Compensation and Stock Option Committee

                                         WALLACE B. ASKINS
                                         RAYMOND R CALDIERO
                                         JOHN M. ROTH
                                         J. FREDERICK SIMMONS

                                       6

<PAGE>

Performance Graph
-----------------

         Set forth below is a line-graph  presentation  comparing the cumulative
total return on the Company's  Common Stock,  on an indexed  basis,  against the
cumulative   total   returns  of  the  Russell   2000   Index,   the  Dow  Jones
Industrial-Diversified  Index and the S & P Iron & Steel Index assuming $100 was
invested on December 31, 1995. As of December 31, 2000, the Company  changed its
published  industry index to the S&P Iron & Steel Index ("new published industry
index") from the Dow Jones Industrial  Diversified Index. Given the focus of the
Company's  business in the Iron & Steel  services  industry,  the new  published
industry index is a more relevant comparison of the Company's stock performance.



                  COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
                AMONG ENVIROSOURCE, INC. THE RUSSELL 2000 INDEX,
                   THE DOW JONES INDUSTRIAL DIVERSIFIED INDEX
                        AND THE S & P IRON & STEEL INDEX

                        12/95    12/96      12/97     12/98     12/99      12/00
                        -----    -----      -----     -----     -----      -----
Envirosource, Inc.       100     89.58     100.00     24.40      3.67        .38
Russell 2000             100    116.49     142.55    138.92    168.45     163.36
Dow Jones Industrial
  Diversified            100    135.33     191.77    246.64    334.13     336.54
S & P Iron & Steel       100     89.28      90.83     78.73     86.61      49.37

* $100 INVESTED ON 12/31/95 IN STOCK OR INDEX-
  INCLUDING REINVESTMENT OF DIVIDENDS.
  FISCAL YEAR ENDING DECEMBER 31.


<PAGE>



Item 12.  Security Ownership of Certain Beneficial Owners and Management.

Security Ownership of Certain Beneficial Owners
-----------------------------------------------

         The  Company's  records and other  information  obtained by the Company
from outside sources  indicate that, as of April 1, 2001, the following  persons
were the  beneficial  owners  of more than 5% of the  outstanding  shares of the
Common Stock of the Company.

                                                     NUMBER OF
                                                       SHARES
  NAME AND ADDRESS                                  BENEFICIALLY       PERCENT
OF BENEFICIAL OWNER(1)                                 OWNED           OF CLASS
----------------------                                 -----           --------

FS Equity Partners II, L.P.
  c/o Freeman Spogli & Co.(2)  .  . . . . . . . .    2,741,013           47.1%
  11100 Santa Monica Blvd.
  Suite 1900
  Los Angeles, CA 90025

Gabelli Funds, Inc.(3)    .  .  . . . . . . . . .      957,848           16.5%
  One Corporate Center
  Rye, NY 10580-1434

The IBM Retirement Plan Trust Fund     .  . . . .      382,618            6.6%
 262 Harbor Place
 Stamford, CT 06904-2399
-----------------

(1)  To the best of the  Company's  knowledge,  except  as  otherwise  indicated
     herein,  the  persons  named in the table have sole  voting and  investment
     power  with  respect to all shares of Common  Stock  shown as  beneficially
     owned by them.

(2)  FS&Co., as general partner of FS Equity Partners II, L.P. ("FSEP"), has the
     sole power to vote and dispose of such shares.  Messrs.  Roth,  Simmons and
     Spogli, each of whom is a director of the Company,  and Bradford M. Freeman
     and William M. Wardlaw are general  partners of FS&Co.,  and as such may be
     deemed to be the  beneficial  owners of the shares of the Company's  Common
     Stock indicated as beneficially owned by FSEP.

(3)  Gabelli Funds, Inc. and its Chairman,  CEO and majority stockholder,  Mario
     J.  Gabelli,  Jr.,  may be deemed  to have  beneficial  ownership  of these
     shares.  The  shares  are held with sole  voting  and  investment  power by
     Gabelli  Funds,  Inc. or its  affiliates,  except for 135,000  shares as to
     which the voting power is contingent.



<PAGE>


Security Ownership of Management
--------------------------------

         As of April 1, 2001, the following  directors,  executive  officers and
all directors and officers as a group,  were the beneficial  owners of shares of
Common Stock of the Company as follows:

<TABLE>
<CAPTION>
                                                                                      COMMON STOCK
                                                                                BENEFICIALLY OWNED AS OF
                                                                                    APRIL 1, 2001(1)
                                                                            ----------------------------------
                                                                              NUMBER OF             PERCENT
                      NAME AND POSITION WITH COMPANY                            SHARES              OF CLASS
                      ------------------------------                            ------              --------
Class A Directors
      <S>                                                                     <C>                   <C>
      John T. DiLacqua, President and Chief Executive Officer . . . .            66,666(3)            1.1%
      Jeffrey G. Miller.  . . . . . . . . . . . . . . . . . . . . . .             7,141(2)             *
      Jon D.  Ralph.  . . . . . . . . . . . . . . . . . . . . . . . .               ---               ---

Class B Directors
      Wallace  B.  Askins . . . . . . . . . . . . . . . . . . . . . .            22,288(2)             *
      John M.  Roth . . . . . . . . . . . . . . . . . . . . . . . . .         2,741,013(4)           47.1%
      J. Frederick  Simmons.  . . . . . . . . . . . . . . . . . . . .         2,741,013(4)           47.1%

Class C Directors
      Raymond P. Caldiero.  . . . . . . . . . . . . . . . . . . . . .             7,141(2)             *
      Robert N. Gurnitz,  Chairman of the Board . . . . . . . . . . .            39,173(2)             *
      Ronald P.  Spogli . . . . . . . . . . . . . . . . . . . . . . .         2,741,013(4)           47.1%

Other Most Highly Compensated Executive Officers
      John P.  Carroll  . . . . . . . . . . . . . . . . . . . . . . .             9,942(3)             *
      Richard  J.  Fitz . . . . . . . . . . . . . . . . . . . . . . .            17,693(3)             *
      John C. Heenan  .  .  . . . . . . . . . . . . . . . . . . . . .            10,000(3)             *
      Leon Z.  Heller . . . . . . . . . . . . . . . . . . . . . . . .            10,446(3)             *
All directors and officers as a group (14 persons) . . . . . . .              2,976,320(5)           49.7%
-------------------
</TABLE>
* Less than 1%

(1)  Unless otherwise disclosed, the persons named in the table have sole voting
     and  investment  power with  respect to all shares of Common Stock shown as
     beneficially owned by them.

(2)  Includes shares for which options under the Envirosource  Stock Option Plan
     for  Non-Affiliate  Directors or  otherwise  are  exercisable  by directors
     within 60 days, as follows: Mr. Askins, 22,288 shares; Mr. Caldiero,  7,141
     shares; Mr. Gurnitz, 39,173 shares; and Mr. Miller, 7,141 shares.

(3)  Includes  (i) shares for which  options  under the  Envirosource  Incentive
     Stock Option  Plan,  Envirosource  1993 Stock Option Plan and  Envirosource
     1999 Stock  Option Plan are  exercisable  by executive  officers  within 60
     days, as follows: Mr. DiLacqua,  66,666 shares; Mr. Carroll,  3,000 shares;
     Mr. Fitz, 2,428 shares; Mr. Heenan,  10,000 shares;  and Mr. Heller,  4,429
     shares;  and (ii) shares held through the  Envirosource,  Inc. Savings Plan
     and  Envirosource,  Inc.  Profit  Sharing Plan as of December 31, 2000,  as
     follows: Mr. Carroll, 6,914 shares; Mr. Fitz, 15,265; and Mr. Heller, 5,803
     shares.

(4)  All shares shown as beneficially owned are held by FSEP. As general partner
     of FSEP,  FS&Co.  has the sole power to vote and  dispose  of such  shares.
     Messrs.  Roth,  Simmons  and  Spogli,  each of whom  is a  director  of the
     Company,  are general  partners of FS&Co.,  and as such may be deemed to be
     the beneficial  owners of the shares of the Company's  Common Stock held by
     FSEP.

(5)  Includes  (i)  172,900  shares  for which  options  under the  Envirosource
     Incentive  Stock  Option  Plan,   Envirosource   1993  Stock  Option  Plan,
     Envirosource  1999 Stock  Option Plan,  Envirosource  Stock Option Plan for
     Non-Affiliate  Directors or otherwise are  exercisable  within 60 days; and
     (ii) 62,165 shares held through the Envirosource,  Inc. Savings Plan or the
     Envirosource, Inc. Profit Sharing Plan as of December 31, 2000.

                                       9

<PAGE>

ITEM 13. Certain Relationships and Related Transactions.

Management Agreement
--------------------

         FS&Co.   provides  advice  and  assistance  to  the  Company  regarding
corporate and financial planning and the development of business strategies. The
Company does not pay FS&Co.  a fee for such services but has agreed to reimburse
FS&Co. for all expenses incurred in connection with such advice and assistance.

Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------

         The members of the Company's Compensation Committee are Messrs. Askins,
Caldiero, Roth and Simmons. Mr. Askins was an executive officer of the Company's
predecessor, White Motor Corporation, from December 1976 until June 1984.



                                    SIGNATURE

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated:  April 30, 2001
                                       ENVIROSOURCE, INC.



                                       By: /s/ JOHN C. HEENAN
                                           ------------------
                                           John C. Heenan
                                           Senior Vice President, Treasurer, and
                                           Chief Financial Officer


                                       10