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                                                                    Exhibit 10.5


                                 AMENDMENT NO. 2
                                       TO
                              AMENDED AND RESTATED
                            ASSET PURCHASE AGREEMENT
                            ------------------------

         THIS AMENDMENT NO. 2 (this "AMENDMENT") is entered into as of April 21,
2004 and amends that certain AMENDED AND RESTATED ASSET PURCHASE AGREEMENT,
dated as of February 25, 2004 (as amended by Amendment No. 1 thereto dated as of
March 8, 2004, the "AGREEMENT"), by and among Weirton Steel Corporation, a
Delaware corporation ("WSC"), FW Holdings, Inc., a Delaware corporation ("FWH"),
Weirton Venture Holdings Corporation, a Delaware corporation ("WVHC";
collectively with WSC and FWH, "SELLERS" and, each of them individually,
"SELLER"); ISG Weirton Inc., a Delaware corporation ("BUYER"); and International
Steel Group Inc. ("ISG").

                             BACKGROUND INFORMATION

         A. Sellers, Buyer and ISG wish to amend the Agreement as provided in
this Amendment.

         B. Capitalized terms used in this Amendment are used with the meanings
given to those terms in the Agreement, and article and section references used
in this Amendment are references to Articles and Sections of the Agreement.

                             STATEMENT OF AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Sellers, Buyer and ISG hereby agree as follows:

         1. Section 1.1(a) of the Agreement is hereby deleted and replaced with
the following:

                  "all owned real property, including, without limitation, the
                  real property identified on Schedule 1.1(a) (the "OWNED REAL
                  PROPERTY"), and all real property leased pursuant to an
                  Acquired Contract (the "LEASED REAL Property," and together
                  with the Owned Real Property, the "REAL PROPERTY") together
                  with all appurtenant, subsurface and mineral rights, licenses,
                  rights-of-way, privileges and easements belonging to,
                  appertaining to or benefiting the Real Property in any way and
                  all Improvements erected thereon;".

         2. Schedule 1.1(a) to the Agreement is hereby amended to delete Section
B thereof entitled "Leased Real Property (with a Seller as Lessee)."

         3. Schedule 1.1(c) to the Agreement is hereby amended by the addition
of the Contracts listed on Exhibit A hereto (collectively, the "MABCO
AGREEMENTS").


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         4. Section 1.2(d) of the Agreement is hereby amended by the insertion
of the following words at the beginning thereof:

             "Other than Claims arising under or in connection with the MABCO
             Agreements or the transactions giving rise thereto (which Claims
             are Acquired Assets to the extent not waived or released at
             Closing),".

         5. Schedule 1.2(k) to the Agreement is hereby amended and restated in
the form attached as Exhibit B hereto.

         6. Schedule 1.3(e) to the Agreement is hereby amended and restated in
the form attached as Exhibit C hereto.

         7. Section 1.7 of the Agreement is hereby amended by the addition of
the following sentences as the new last sentences thereof:

             "In addition to the other services contemplated by this Section
             1.7, Buyer shall provide Sellers with (x) use of office space,
             office machines, telephones and similar services, for a period not
             to exceed six months and in a manner that does not interfere with
             Buyer's conduct of its business, (y) use of Sellers' existing
             computer systems (including payment of not more that $550,000 per
             month in fees to insure the availability thereof) for not less than
             two months, and (z) up to an aggregate of $3,000,000 in
             reimbursement of out-of-pocket costs actually incurred in the
             winding up of Sellers' estates."

         8. Schedule 1.8 of the Agreement is hereby amended to the extent set
forth on Exhibit D hereto.

         9. The first sentence of Section 2.2(a) of the Agreement is hereby
amended and restated in its entirety as follows:

             "Prior to the Closing, Buyer shall either (i) remove not less than
             $8,200,000 of Accounts Payable otherwise included in the definition
             of Assumed Liabilities or (ii) remove such lesser amount of
             Accounts Payable as Buyer may elect and increase the Purchase Price
             by the difference between $8,200,000 and such lesser amount."

         10. Section 2.2(b) of the Agreement is hereby amended to change all
references to "item 6" therein to "item 7" and the reference to "item 7" therein
to "item 6".

         11. The penultimate sentence of Section 2.3 of the Agreement is hereby
amended and restated in its entirety as follows:

             "The Purchase Price shall be reduced by the amount, if any, by
             which the sum of the D&O Tail Premium and the Employment Practices
             Premium exceeds $3,500,000."

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         12. Section 3.2 of the Agreement is hereby amended as follows:

             (a) The word "and" is deleted from the end of Section 3.2(d);

             (b) the period at the end of Section 3.2(e) is deleted and replaced
             with "; and"; and

             (c) a new Section 3.2(f) is added, as follows:

             "(f) Sellers shall deliver to Buyer a waiver and release of all
             Sellers' Claims against MABCO and the owners of the equity thereof,
             in form and substance reasonable satisfactory to counsel to MABCO."

         13. Section 3.3 of the Agreement is hereby amended as follows:

             (a) The word "and" is deleted from the end of Section 3.3(d);

             (b) the period at the end of Section 3.3(e) is deleted and replaced
             with "; and"; and

             (c) a new Section 3.3(f) is added, as follows:

             "(f) Buyer shall deliver, or cause to be delivered, to Sellers a
             waiver and release of all of the Claims of MABCO and the owners of
             the equity of MABCO against Sellers, in form and substance
             reasonable satisfactory to counsel to Sellers.".

         14. Sellers have advised Buyer that the representations and warranties
described on Exhibit E are not true and correct as of the date hereof, as
required under the Agreement. To the extent provided on Exhibit E, Buyer and ISG
hereby waive any right they may have to terminate the Agreement as a result of
such inaccuracies.

         15. Section 5.1(i) of the Agreement and the definition of "Avoidance
Actions" in Article 12 are hereby deleted.

         16. Article 5 of the Agreement is hereby amended by the addition of the
following new sections thereof:

             "5.7. MABCO Covenants. Until the Closing, (a) Sellers' shall take
             such action in respect of any Claims that any of them has asserted
             or could assert in connection with the MABCO Agreements as Buyer
             may reasonably request including, without limitation, staying the
             prosecution of such Claims, (b) Sellers shall at Buyer's request
             enter into any settlement or similar agreement with MABCO with
             respect to any or all of the MABCO Agreements, provided that such
             settlement or agreement becomes operative only upon Closing and
             contains the releases contemplated in Section 3.3(f), and (c) Buyer
             shall cause MABCO not to assert any new Claims, and to stay the
             prosecution of any existing Claims, against any Seller.

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             "5.8 Timing and Coordination of Closing.

             "(a) Notwithstanding anything to the contrary in Section 3.1, Buyer
             and Sellers shall prepare to, and shall use best efforts to,
             consummate the transactions contemplated by this Agreement on the
             terms set forth herein on or before May 4, 2004 (the "DESIGNATED
             DATE"). Best efforts shall not require any party to make any effort
             to or spend any money to settle any dispute with any creditor of
             Sellers.

             "(b) Sellers acknowledge that they have designated Buyer as the
             Successful Bidder under the Bid Procedures Order. If at any time
             prior to the Designated Date (i) the Sale Order approving the sale
             to Buyer as the Successful Bidder has been entered, (ii) the
             conditions contained in Sections 7.2(a), 7.2(b), 7.2(d), 7.2(f),
             7.2(j), 7.2(n) and 7.2(p) are satisfied, and (iii) Sellers notify
             ISG and Buyer of the occurrence of the satisfaction of the
             conditions described in clauses (i) and (ii) of this Section
             5.8(b), then ISG and Buyer shall waive the conditions contained in
             Sections 7.2(c), 7.2(g), 7.2(h) and 7.2(o) in connection with any
             Closing on or prior to the Designated Date and shall use their
             respective best efforts to effect the Closing on the terms set
             forth herein on or prior to the Designated Date (provided that the
             conditions listed in clause (ii) above remain satisfied on the
             Closing Date)."

         17. The conditions to closing contained in Sections 7.1(e), 7.2(e),
7.2(i), 7.2(k), 7.2(l) and 7.2(m) of the Agreement have been satisfied, have
been waived or have expired, and are of no further force or effect.

         18. The Agreement remains in full force and effect except as and to the
extent modified by this Amendment.

         19. This Amendment shall be construed, performed and enforced in
accordance with, and governed by, the laws of the State of New York (without
giving effect to the principles of conflicts of laws thereof), except to the
extent that the laws of such State are superseded by the Bankruptcy Code or
other applicable federal law.

         20. This Amendment may be executed in counterparts, each of which shall
be deemed an original, but all of which shall constitute the same agreement.

                         [SIGNATURES ON FOLLOWING PAGE.]

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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.


                                     BUYER:

                                     ISG WEIRTON INC.


                                     By: /s/ Gordon Spelich
                                        ---------------------------------------
                                        Name:  Gordon Spelich
                                        Title: Vice President and Assistant
                                               Secretary



                                    SELLERS:

                                    WEIRTON STEEL CORPORATION


                                    By: /s/ D. Leonard Wise
                                       ----------------------------------------
                                       Name: D. Leonard Wise
                                       Title:    Chief Executive Officer


                                    FW HOLDINGS INC.


                                    By: /s/ Mark E. Kaplan
                                       ----------------------------------------
                                       Name: Mark E. Kaplan
                                       Title:    President


                                    WEIRTON VENTURE HOLDINGS CORPORATION


                                    By: /s/ Mark E. Kaplan
                                       ----------------------------------------
                                       Name: Mark E. Kaplan
                                       Title:    President



                                    ISG:

                                    INTERNATIONAL STEEL GROUP INC.


                                    By: /s/ Gordon Spelich
                                       ---------------------------------------
                                       Name:  Gordon Spelich
                                       Title:   Vice President, Business
                                                Development