Exhibit 10.5

AMENDMENT
TO
WEIRTON STEEL CORPORATION 1984 EMPLOYEE STOCK OWNERSHIP PLAN

(Effective May 26, 1994, except as otherwise indicated)

I.The following terms shall be added to the Definitions in Section
2:
                    
Nominating Committee.........The committee elected as provided
in Section 16A to nominate and certify to Weirton's Board of
Directors an ESOP Director pursuant to Weirton's Restated
Certificate of Incorporation.

                    
II.Effective February 15, 1991 and January 1, 1994, the definition
of 'Compensation' in Section 2 is amended to read as follows:

The total cash compensation paid to an Employee by Weirton in each
Plan Year, as reported on IRS Form W-2 (Excluding for purposes of
Plan any amount received during an individual's probationary period
following his initial employment with Weirton), plus any amounts
paid to an Employee by Weirton under a sickness and accident
program or salary continuation program as includible in such
Employee's gross income under Section 104(a)(3) of the Code, and
for periods on and after February 15, 1991, any reductions from an
Employee's compensation under Weirton's Tax Deferred Savings Plan;
provided, however, that (i) for the 1989-1993 Plan Years, only the
first $200,000 (or such greater amount as determined by the
Internal Revenue Service), and (ii) for the 1994 and subsequent
Plan Years, only the first $150,000 (or such greater amount as
determined by the Internal Revenue Service), of an Employee's
Compensation may be taken into account for purposes of the Plan.

III.Section 11(d) through paragraph (1) shall be amended to read as
follows:

(d) Subject to paragraph (c) above and otherwise as required by
law, no distributions shall be made under this paragraph (d) during
any Lock-up Period (as hereinafter defined).  For purposes of the
Plan, 'Lock-up Period' means, with respect to any distribution of
Weirton Stock or securities convertible into Weirton Stock
registered for sale under the Securities Act of 1933, as amended,
and sold through underwriters, that period of time commencing upon
the signing of an underwriting agreement between Weirton, any
selling stockholder or others (including the Trustee),on the one
hand, and the representatives of the underwriters, on the other
hand, and ending upon the date set forth in such underwriting
agreement, not to exceed and aggregate of 180 days in any Plan
Year, as the period during which sales of Weirton Stock may not be
made without the consent of such representatives or underwriters.

(1) As of any Valuation Date except a Valuation Date occurring
during a Lock-up Period, each Participant may request a
distribution of part or all of his Capital Accumulation (under the
ESOP) in accordance with administrative rules and procedures
established by the Committee and following receipt of written
explanation of the Federal and state income tax consequences of
such a distribution, subject to the provisions of subparagraph (2)
below.
 
IV.Section 12(c) through paragraph (1) shall be amended to read as
follows:

(c) No distributions shall be made under this paragraph (c) or
paragraph (f)or (g) below during a Lock-up Period (as defined in
Section 11(d)), and, providing Section 14(b) is no longer
applicable, this paragraph (c)shall apply, except during a Lock-up
Period.

(1) A former Participant's Capital Accumulation will be computed
following his Termination of Service.  Distribution of such Capital
Accumulation will be paid or commence as soon as practicable
following the Valuation Date next following the Participant's
Termination of Service (or, if later, the Valuation Date next
following a Lock-up Period) or any subsequent Valuation Date not
later than the last day of the Plan Year in which he attains age
70-1/2, if later, as the Participant elects in writing to the
Committee.

V.Effective January 1, 1993, Section 13(g) is amended to read as
follows:

                    
(g)Notwithstanding the foregoing provisions of this Section:

(i) For any distribution of benefits under this Section to any
Participant or Beneficiary which constitutes an eligible rollover
distribution (as defined in Code Section 402(f)(2)(a)), if such
distributee so elects in such manner and at such time as the
Committee determines in accordance with Federal income tax
regulations, the Committee shall direct the Trustee to pay the
amount of such distribution in a direct trust-to-trust transfer to
an eligible retirement plan (as defined in Code Section
401(a)31(D)) designated by such distributee; and 

(ii) For any distribution of benefits under this Section to any
Participant or Beneficiary which does not constitute an eligible
rollover distribution, the Committee shall direct the Trustee to
comply with the applicable withholding requirements of Section 3405
of the Code with respect to the distribution of cash from the
Trust.
 
VI.A new Section 16A shall be added to read in its entirety as
follows:

Section 16A Nominating Committee

(a) A Nominating Committee, which committee is the 'ESOP Nominating
Committee' referred to in Article FIFTH of Weirton's Restated
Certificate of Incorporation, shall be maintained under the
provisions of this Plan.  The Nominating Committee is the identical
Committee required to be maintained pursuant to Section 16A of the
1989 ESOP.  Any change with respect to the Nominating Committee
made under this Plan likewise shall be required to be made under
the 1989 ESOP.  The composition, duties and other functions of the
Nominating Committee shall be set forth in this Section and, to the
extent required by any other section of the Plan, as set forth
therein.  Any other matter affecting the conduct of the Nominating
Committee which is not set forth in the Plan and otherwise is not
inconsistent with the terms of the Plan or law may be the subject
of a resolution or rule of the Nominating Committee adopted by
majority vote of its respective members and will not, as such, be
deemed an amendment of the Plan.

(b) The Nominating Committee shall consist of five (5) members, all
of whom shall be Participants either under this Plan or the 1984
ESOP, or both, and all of whom shall be elected by popular vote of
the Participants as set forth herein.  The members of the
Nominating Committee shall be elected from among the following
categories: (i) Category I - 'Represented Active Employees' - one
(1) members; (ii) Category II - 'Non-Represented Active Employees'
- one (1) member; (iii) Category III - 'former Employees' - one
(1)member; and (iv) Category IV - 'At-large' - two (2) members.  As
used in the preceding sentence, the Category: (A) 'Represented
active Employees' shall include, as defined elsewhere in this Plan,
all Employees who (x) received Compensation for the performance of
services during the Plan Years immediately preceding and including
their election to the Nominating Committee, (y) at time of election
had not incurred a Termination of Service and (z) are members of
the Union or are otherwise covered by the provisions of a
collective bargaining agreement between Weirton and the Union or
another collective bargaining agent; (B) 'Non-Represented Active
Employees' shall include, as defined elsewhere in this Plan, all
Employees included in (x) and (y) of the preceding clause (A), but
not (z); (C) 'Former Employees' shall include, as defined elsewhere
in this Plan, all Employees who are Participants who have incurred
a Termination of Service at the time any determination regarding
this Category is made; and (D) 'At-large' shall include all
Participants in the Plan regardless of whether they are included in
any other Category.

No member of the Nominating Committee may serve on the committee as
an elected representative from more than one Category at the same
time.  Each member of the Nominating Committee from Categories I,
II and III shall be a person included in the definition of the
Category from which he or she is elected; provided, that no
participant who holds or has held a 'Disqualifying Position' shall
be eligible to be a member.  The term 'Disqualifying Position'
shall include anyone who has ever: (i) been employed by Weirton in
an executive management capacity (which shall include Job Class 56
or higher, or any successor equivalent status as determined from
time to time by the Nominating Committee); (ii) served as an
officer, steward, employee or staff representative of the Union or
any other labor organization which may at anytime represent any
Employees for collective bargaining purposes; (iii) served as an
Employee in an internal or external communications position with
Weirton; or (iv) is a spouse, parent, sibling or child of any
person described in (i) through (iii).  Members of the Nomination
Committee may serve as long as they maintain their qualifications
for eligibility as stated in this paragraph.

(c) Members of the Nominating Committee shall be elected for three-
year terms as a result of an election held during the fourth
quarter of the Plan Year preceding the Plan Year in which their
terms are to commence; provided, however, that the first term of
office shall extend from the election first following the adoption
of the provisions of this Section until the January 1st of the
calendar year preceding the year when the first term of office of
the first ESOP Director, as defined in the aforesaid Article FIFTH,
is scheduled to expire.  In order to run as a candidate for the
Nominating Committee, a Participant must file with the Committee a
petition on a form prescribed by the Committee, which petition must
be filed when required by the Committee.  Each member of the
Nominating Committee shall be elected by Participants voting on a
one-participant/one-vote basis with each Participant having one
vote per Category.  Each member from Categories I, II and III shall
be elected by a plurality vote and, with respect to Category IV,
the individual receiving the plurality of votes and the next
highest number of votes shall be elected.


(d) Members of the Nominating Committee shall serve while they
remain qualified until their respective resignation, death or
removal and until their respective successors are elected.  Any
vacancies in the Nominating Committee howsoever occurring between
regularly scheduled elections shall be filled by persons meeting
the qualifications of the Categories creating the vacancies by a
vote of the remaining members of the Nominating Committee, which
vote shall be not less than one vote fewer than unanimous.  No
member of the nominating Committee may be removed during a term of
office except for cause.  As used in the preceding sentence,
'cause' shall mean conduct with respect to the Plan of comparable
nature as to allow the removal of the member, if the member were
being removed as a director of Weirton.

(e) The function of the Nominating Committee shall be to search
for, screen, select, from time to time, one or more individuals to
serve on Weirton's Board of Directors as the ESOP Director in
accordance with the qualifications for ESOP Director set forth in
Weirton's Restated Certificate of incorporation and this Section. 
The Nominating Committee shall endeavor to select candidates base
on its judgment of the ability of such candidates to represent the
best interests of Participants as stockholders of Weirton. 
Participants shall have the right to submit suggested candidates to
the Nominating Committee for consideration.  The selection of any
candidate as an ESOP Director shall be determined by the
affirmative vote of not less than 80% of the entire Nominating
Committee.  The Nominating Committee shall complete the selection
processing in such time as so to certify the results of its
selection to Weirton's Board of Directors sufficiently in advance
to permit a candidate to be submitted for election by Weirton's
stockholders at each meeting at which an ESOP Director is to be
elected.  The Nominating Committee shall have all other rights and
powers, consistent with law and this Plan, to carry out its duties,
including without limitation communicating with any incumbent ESOP
Director to facilitate that director' communication with
Participants.  The Nominating Committee's actions shall be taken by
meetings duly called upon notice, convened and conducted in
accordance with rules adopted by the committee, which shall
include, in all events, that actions be taken in writing.

(f) The members of the Nominating Committee shall be covered to the
fullest extent permitted by applicable policies of insurance
maintained by Weirton or the Trustee on behalf of the Trust
covering fiduciaries under the Plan.  All expenses incurred by the
Nominating Committee, and members duly authorized, reasonable and
necessary to perform their respective functions shall be paid for
in accordance with Section 7 to the extent not paid for by Weirton. 
No member of the Nominating Committee shall receive any
remuneration for services as a member of the committee.

VII.Effective January 1, 1989, ARTICLE IV of Exhibit A is deleted
in ARTICLE V thereof redesignated as ARTICLE IV.
 
                    


AMENDMENT
TO
WEIRTON STEEL CORPORATION 1989 EMPLOYEE STOCK OWNERSHIP PLAN

(Effective May 26, 1994, except as otherwise indicated)

I.The following terms shall be added to the Definitions in Section
2:
                    
Nominating Committee.........The committee elected as provided in
Section 16A to nominate and certify to Weirton's Board of Directors
an ESOP Director pursuant to Weirton's Restated Certificate of
Incorporation.

Recontributed Share Property.  Any (A) shares of Weirton
Stockconsisting of its Convertible Voting Preferred Stock, Series
A, which (i) at any time had been held in the Trust, (ii)had been
acquired subsequently by Weirton pursuant to Weirton's exercise of
its rights under Section 14(a) of the Plan or the exercise of
rights by or on behalf of a Participant under Section 14(b) and
(iii) are being contributed to the Trust by Weirton from its
treasury not as Financed Shares, and (B) all cash or other property
contributed with Weirton Stock identified in (A) which reflects
dividends or other rights accompanying such stock.

II.  Effective February 15, 1991 and January 1, 1994, the
definition of 'compensation' in Section 2 is amended to read as
follows:

The total cash compensation paid to an Employee by Weirton in each
Plan Year, as reported on IRS Form W-2 (Excluding for purposes of
Plan any amount received during an individual's probationary period
following his initial employment with Weirton), plus any amounts
paid to an Employee by Weirton under a sickness and accident
program or salary continuation program as includible in such
Employee's gross income under Section 104(a)(3) of the Code, and
for periods on and after February 15, 1991, any reductions from an
Employee's compensation under Weirton's Tax Deferred Savings Plan;
provided, however, that (i) for the 1989-1993 Plan Years, only the
first $200,000 (or such greater amount as determined by the
Internal Revenue Service), and (ii) for the 1994 and subsequent
Plan Years, only the first $150,000 (or such greater amount as
determined by the Internal Revenue Service), of an Employee's
Compensation may be taken into account for purposes of the Plan.

III.Section 3(c) shall be amended to read as follows:

(c) Participation in the Plan shall continue until such
participation terminates following the Participant's Retirement,
death or other Termination of Service, as provided in Section
12(a).  A Participant is entitled to share in the allocations of
Plan Contributions (other than Plan Contributions of Recontributed
Share Property) under Section 6(a) for each Plan Year in which he
is credited with at least one Hour of Service while a Participant. 
A Participant is entitled to share in allocations of Plan
Contributions consisting of Recontributed Share Property under
Section 6(a) for each Plan Year in which he is credited with at
least one Hour of Service while a Participant and has Compensation
of at least $1,000.

IV.  A new Section 4(d) shall be added to read in its entirety as
follows:

(d) Plan Contributions of Recontributed Share Property shall be
made pursuant to this Section 4(d).  For each Plan Year, Weirton
shall determine the total number of shares of Weirton Stock
constituting Recontributed Share Property held by it (or subject to
its disposition) as at such year end ('Available Shares') and the
total number of Participants who are eligible pursuant to Section
3(c) to receive allocations of Plan Contributions consisting of
Recontributed Share Property ('Total Eligible Participants'). 
Weirton shall contribute to the Trustee as Plan Contributions for
such Plan Year all shares of Weirton Stock (and any other related
property constituting Recontributed Share Property) as equals the
largest whole number multiple of the Total Eligible Participants
not in excess of the aforesaid total number of Available Shares.
Any shares not contributed for a Plan Year will be carried forward
as allowed pursuant to the operation of the prior two sentences.

V.Section 6(a) shall be amended to read as follows:

(a) Allocation of Plan Contributions - Plan Contributions under
Section 4(a), other than relating to Recontributed Share Property,
for each Plan Year will be allocated as of the Anniversary Date
among the Weirton Stock Accounts and Cash Accounts of Participants
so entitled under Section 3(c) in the ratio that the Compensation
of each Participant (while a Participant) bears to the total
Compensation of all such Participants (while Participants) for that
Plan Year.  Plan Contributions consisting of Recontributed Share
Property will be allocated as of the Anniversary date among the
Weirton Stock Accounts and Cash Accounts (to the extent any cash in
respect of Recontributed Share Property is received) of
Participants so entitled under Section 3(c) on an equal basis per
capita among all Participants so entitled.

VI.Effective January 1, 1993, Section 13(f) is amended to read as
follows:

(f)Notwithstanding the foregoing provisions of this Section:

(i) For any distribution of benefits under this Section to any
Participant or Beneficiary which constitutes an eligible rollover
distribution (as defined in Code Section 402(f)(2)(a)), if such
distributee so elects in such manner and at such time as the
Committee determines in accordance with Federal income tax
regulations, the Committee shall direct the Trustee to pay the
amount of such distribution in a direct trust-to-trust transfer to
an eligible retirement plan (as defined in Code Section
401(a)(31)(D)) designated by such distributee; and 

(ii) For any distribution of benefits under this Section to any
Participant or Beneficiary which does not constitute an eligible
rollover distribution, the Committee shall direct the Trustee to
comply with the applicable withholding requirements of Section 3405
of the Code with respect to the distribution of cash from the
Trust.
 
VII.A new Section 16A shall be added to read in its entirety as
follows:

(a) A Nominating Committee, which committee is the 'ESOP Nominating
Committee' referred to in Article FIFTH of Weirton's Restated
Certificate of Incorporation, shall be maintained under the
provisions of this Plan.  The Nominating Committee is the identical
Committee required to be maintained pursuant to Section 16A of the
1984 ESOP.  Any change with respect to the Nominating Committee
made under this Plan likewise shall be required to be made under
the 1984 ESOP.  The composition, duties and other functions of the
Nominating Committee shall be as set forth therein.  Any other
matter affecting the conduct of the Nominating Committee which is
not set forth in the Plan and otherwise is not inconsistent with
the terms of the Plan or law may be the subject of a resolution or
rule of the Nominating Committee adopted by majority vote of its
respective members and will not, as such, be deemed an amendment of
the Plan.

(b) The Nominating Committee shall consist of five (5) members, all
of whom shall be Participants either under this Plan or the 1984
ESOP, or both, and all of whom shall be elected by popular vote of
the Participants as set forth herein.  The members of the
Nominating Committee shall be elected from among the following
categories: (i) Category I - 'Represented Active Employees' - one
(1) members; (ii) Category II - 'Non-Represented Active Employees'
- one (1) member; (iii) Category III - 'former Employees' - one
(1)member; and (iv) Category IV - 'At-large' - two (2) members.  As
used in the preceding sentence, the Category: (A) 'Represented
active Employees' shall include, as defined elsewhere in this Plan,
all Employees who (x) received Compensation for the performance of
services during the Plan Years immediately preceding and including
their election to the Nominating Committee, (y) at time of election
had not incurred a Termination of Service and (z) are members of
the Union or are otherwise covered by the provisions of a
collective bargaining agreement between Weirton and the Union or
another collective bargaining agent: (B) 'Non-Represented Active
Employees' shall include, as defined elsewhere in this Plan, all
Employees included in (x) and (y) of the preceding clause (A), but
not (z); (C) 'Former Employees' shall include, as defined elsewhere
in this Plan, all Employees who are Participants who have incurred
a Termination of Service at the time any determination regarding
this Category is made; and (D) 'At-large' shall include all
Participants in the Plan regardless of whether they are included in
any other Category.

No member of the Nominating Committee may serve on the committee as
an elected representative from more than one Category at the same
time.  Each member of the Nominating Committee from Categories I,
II and III shall be a person included in the definition of the
Category from which he or she is elected; provided, that no
participant who holds or has held a 'Disqualifying Position' shall
be eligible to be a member.  The term 'Disqualifying Position'
shall include anyone who has ever: (i) been employed by Weirton in
an executive management capacity (which shall include Job Class 56
or higher, or any successor equivalent status as determined from
time to time by the Nominating Committee); (ii) served as an
officer, steward, employee or staff representative of the Union or
any other labor organization which may at anytime represent any
Employees for collective bargaining purposes; (iii) served as an
Employee in an internal or external communications position with
Weirton; or (iv) is a spouse, parent, sibling or child of any
person described in (i) through (iii).  Members of the Nomination
Committee may serve as long as they maintain their qualifications
for eligibility as stated in this paragraph.


(c) Members of the Nominating Committee shall be elected for three-
year terms as a result of an election held during the fourth
quarter of the Plan Year preceding the Plan Year in which their
terms are to commence; provided, however, that the first term of
office shall extend from the election first following the adoption
of the provisions of this Section until the January 1st of the
calendar year preceding the year when the first term of office of
the first ESOP Director, as defined in the aforesaid Article FIFTH,
is scheduled to expire.  In order to run as a candidate for the
Nominating Committee, a Participant must file with the Committee a
petition on a form prescribed by the Committee, which petition must
be filed when required by the Committee.  Each member of the
Nominating Committee shall be elected by Participants voting on a
one-participant/one-vote basis with each Participant having one
vote per Category.  Each member from Categories I, II and III shall
be elected by a plurality vote and, with respect to Category IV,
the individual receiving the plurality of votes and the next
highest number of votes shall be elected.

(d) Members of the Nominating Committee shall serve while they
remain qualified until their respective resignation, death or
removal and until their respective successors are elected.  Any
vacancies in the Nominating Committee howsoever occurring between
regularly scheduled elections shall be filled by persons meeting
the qualifications of the Categories creating the vacancies by a
vote of the remaining members of the Nominating Committee, which
vote shall be not less than one vote fewer than unanimous.  No
member of the nominating Committee may be removed during a term of
office except for cause.  As used in the preceding sentence,
'cause' shall mean conduct with respect to the Plan of comparable
nature as to allow the removal of the member, if the member were
being removed as a director of Weirton.

(e) The function of the Nominating Committee shall be to search
for, screen, select, from time to time, one or more individuals to
serve on Weirton's Board of Directors as the ESOP Director in
accordance with the qualifications for ESOP Director set forth in
Weirton's Restated Certificate of incorporation and this Section. 
The Nominating Committee shall endeavor to select candidates base
on its judgment of the ability of such candidates to represent the
best interests of Participants as stockholders of Weirton. 
Participants shall have the right to submit suggested candidates to
the Nominating Committee for consideration.  The selection of any
candidate as an ESOP Director shall be determined by the
affirmative vote of not less than 80% of the entire Nominating
Committee.  The Nominating Committee shall complete the selection
processing in such time as so to certify the results of its
selection to Weirton's Board of Directors sufficiently in advance
to permit a candidate to be submitted for election by Weirton's
stockholders at each meeting at which an ESOP Director is to be
elected.  The Nominating Committee shall have all other rights and
powers, consistent with law and this Plan, to carry out its duties,
including without limitation communicating with any incumbent ESOP
Director to facilitate that director's communication with
Participants.  The Nominating Committee's actions shall be taken by
meetings duly called upon notice, convened and conducted in
accordance with rules adopted by the committee, which shall
include, in all events, that actions be taken in writing.

(f) The members of the Nominating Committee shall be covered to the
fullest extent permitted by applicable policies of insurance
maintained by Weirton or the Trustee on behalf of the Trust
covering fiduciaries under the Plan.  All expenses incurred by the
Nominating Committee, and members duly authorized, reasonable and
necessary to perform their respective functions shall be paid for
in accordance with Section 7 to the extent not paid for by Weirton. 
No member of the Nominating Committee shall receive any
remuneration for services as a member of the committee.

VIII.Effective January 1, 1989, ARTICLE IV of Exhibit A is deleted
in ARTICLE V thereof redesignated as ARTICLE IV.