Weirton Steel Corporation 1995 Annual Report  Exhibit 13.1
--------------------------------------------
Weirton Steel Corporation
400 Three Springs Drive
Weirton, WV 26062-4989
(304) 797-2000

The Corporation
Weirton Steel Corporation, a major integrated steel producer, was
formed in 1982 for the purpose of acquiring the assets of the
Weirton Steel Division of National Steel Corporation. On January
11, 1984, the Company completed the acquisition in a transaction
financed through an Employee Stock Ownership Plan. The Company and
its predecessors have operated as an integrated steel producer in
the Weirton, West Virginia, area since 1909. All operating units
are situated at the Weirton location and have an annual raw steel
production capacity of approximately 3 million tons. The Company
produces flat rolled carbon steels in sheet and strip form. These
products are sold chiefly as hot rolled, cold rolled or coated
products, including hot dipped and electro-galvanized steels and
tin mill products. Food and beverage cans, general packaging, pipe
and tube, service centers, construction and shipping containers are
the major market sectors supplied by the Company. 
Product development and manufacturing process research is conducted
at the Weirton Technology Center (WEIRTEC registered trademark) in
Weirton, West Virginia.
Weirton's common stock is listed and traded on the New York Stock
Exchange under the symbol WS.

About the Cover
The 'SERV#1CE' symbol was designed after Weirton Steel, in 1995,
was ranked best in customer service in a nationwide survey of steel
buyers. The symbol also means that service is a strategic priority
at Weirton. It is helping us to win orders in today's more
demanding steel market, where many customers prefer suppliers who
will work with them in areas such as inventory control and
technical support. The story of how Weirton uses service for
competitive advantage begins on page 5. 

Contents
Financial and Operating Highlights                1
Letter from the President and CEO                 2
Special Section                                   5
Financial Index                                  14
Board of Directors and Officers                  45
Stockholder Information                          45


<TABLE>
<CAPTION>
Financial and Operating Highlights
(Dollars in thousands)         1995                1994
<S>                      <C>                 <C>
Net sales                $1,351,711          $1,260,864
Operating income             99,843              48,534
Extraordinary item           (6,718)             (3,851)
Net income                   48,356              35,161
Working capital             340,303             258,459
Working capital ratio         2.3:1               2.0:1
Long term debt              407,869             394,505
Number of common shares
outstanding at year end  42,014,115          41,654,065
Number of preferred 
shares outstanding
at year end               1,729,442           1,766,639
Capital expenditures(1)      52,358             112,067
Depreciation                 54,699              46,309
Tons raw steel produced   2,838,800           2,721,600
Tons steel shipped        2,718,000           2,606,200
Number of employees 
at year end                   5,627               5,565
<FN>
(1) Includes expenditures of $2.9 million and $74.6 million in 1995
and 1994, respectively, for the rebuild of No. 9 tandem mill due to
fire damage.
</TABLE>


Letter to Shareholders

I am pleased to write to you for the first time in my capacity as
Chief Executive Officer of Weirton Steel.
The year 1995 was a year of significant achievement at the Company.
We started the year at a great disadvantage, largely as a result of
the damage caused by the 1994 fire at our No. 9 tandem mill, where
the majority of coils for our tin mill products are produced.
Nevertheless, the tireless efforts of everyone associated with the
rebuild of that mill helped us to recover our lost tin mill
production and to post satisfactory results for the year.
Net income for 1995 was $48.4 million, or $1.10 per common share,
versus $35.2 million, or $0.95 per common share in 1994. These
results were driven by revenues of $1,351.7 million, 7.2% more than
in 1994, and overall shipments of 2,718,000 tons, a slight increase
over 1994, when we shipped 2,606,200 tons. Profitability also
benefited from insurance recoveries related to the fire.
Despite our positive performance in 1995, we must not lose sight of
the fact that the steel industry operates in a commodity-driven,
fiercely competitive global market. In order for Weirton to succeed
in this environment, it is crucial that we adhere to a strategy
that will help us remain competitive far into the future.
In that strategy, Weirton must be a global provider of integrated
steel products; it must exploit its competitive advantages, strive
to be the low-cost producer in the industry and develop new
products and markets. Moreover, all of this must be done while
providing the highest level of service to our customers. This won't
be easy. The marketplace in which we compete requires us to remain
totally focused upon and committed to constant improvements in
operations and market reach.
In 1995 there were numerous developments that will contribute to
the successful implementation of our strategy:
        Our on-time delivery performance improved significantly and
was higher than it has ever been, increasing by 44%; and Weirton
was ranked number one in service by the 1995 Steel Customer
Satisfaction Report. In recognition of this outstanding track
record, the Company's order rate was at a high level throughout
1995 and promises to remain at that level well into 1996.
        We continued to gain market share in tin mill products. Our
share at the end of 1995 was close to historic levels, a dramatic
improvement over where we were at the end of 1994 as a result of
the fire at the No. 9 tandem mill. We believe that we will continue
to gain additional market share in 1996 in tin mill products. The
rapid progress that Weirton has made in this area is a testament to
our customers' high regard for our tin mill products.

Our mills operated at maximum productivity and efficiency in 1995,
setting records for yields in all product areas. A record level of
prime shipments was attained in 1995, accompanied by production
records at the blast furnaces, continuous caster, and the hot strip
mill. 
Exports were higher in 1995 than at any other time in our history.
We consider globalization to be crucial to maintaining and
expanding our competitiveness in the steel industry. As such, we
have sought to establish a presence and valuable partnerships in
selected areas throughout the world with the objective of expanding
the marketing of our products and the sourcing of materials for our
operations.
The solid foundation that we have today at Weirton was developed
under the strong guidance of Herb Elish, who retired as Chairman
and Chief Executive Officer on December 31, 1995. During his
eight-year tenure, Herb oversaw the modernization of Weirton into
a leading integrated steel producer. On behalf of everyone
associated with Weirton, I would like to thank Herb for his
commitment to and leadership of the Company.
On January 25, 1996, the Company announced that Richard R. Burt,
Chairman of International Equity Partners, LLP, will become
Chairman of the Board of Directors on April 1, 1996.
Weirton's Board also elected three other new directors in 1995:
Ronald C. Whitaker, President and CEO of EWI, Incorporated; Robert
S. Reitman, Chairman, President and CEO of The Tranzonic Companies;
and Joseph J. Nowak, former Vice Chairman of Armco Incorporated.
Each of these individuals brings a new perspective and dimension of
experience to Weirton.
I look forward to working with Weirton employees to ensure that
Weirton Steel will continue to thrive at this promising, yet
challenging, time in our existence.
Increasing shareholder value is generally recognized as one of the
most significant corporate objectives. I want to assure all
shareholders of this Company that the focus of this management team
will be to increase total shareholder value, and we will work to
this end each and every day.
Richard K. Riederer
President and Chief Executive Officer
March 4, 1996


The Road to the Top
At a time when customer service has become a key source of
competitive advantage in the steel industry, Weirton Steel is
emerging as a service leader. Weirton was ranked number one in
service in the 1995 Steel Customer Satisfaction Report published by
Jacobson & Associates. Our 97% satisfaction rating was four points
above any other integrated producer, and 13 points above the
largest minimill. The nearly 900 steel buyers in the Jacobson
survey also said that service weighs heavily in the buying
decision, almost as much as quality. Weirton received good marks in
this area as well. But the customer votes that really mattered were
the ones showing up on the Weirton order books. In 1995, Weirton
set a new company record for prime shipments. We grew our accounts
with many large customers and won long-term contracts for the
future. And what swung the deal, in many cases, was our ability to
provide services such as technical support and flexible, responsive
delivery. Smart buyers no longer chase the lowest price per ton.
They seek a 'total package' of product and services that will add
value to their own products and help them control their total cost
of using steel. John Jacobson, the consultant whose firm did the
1995 survey, predicts that 'incremental profit opportunities will
be greatest' for suppliers perceived as offering such a package.
Thus, while Weirton continues to cut costs, the big news is how we
are differentiating ourselves with services that customers value
highly. In today's steel industry, this is a major route to
shareholder value.

Technology Where It Counts
Customers today put steel through paces not dreamed of in the past,
cutting and forming precise shapes at lightning speeds. A slight
change in the properties of the steel, or a slight adjustment to a
machine, can make a production line sing  or scream to a halt.
Technical support is crucial, and Weirton excels in several areas.
We respond rapidly: When a canmaker's line went down last fall, we
put a team of four specialists on a plane overnight to solve the
problem. We are proactive: At Ball Corporation, quality supervisor
Dave Maple talks of the many production problems 'that never
happened because Weirton reps were in here catching them early.' At
our own mill, we use the new computer-based IMIS (Integrated
Manufacturing Information System) and are adding L&IS (Logistics &
Integrated Scheduling) systems to manage order flow, reduce lead
times, and ensure on-time deliveries. Our WEIRTEC research center
is a laboratory for customers' new products. Canmakers use our FEA
(Finite Element Analysis) software to predict the behavior of tin
mill products in complex shapes, then employ our pilot can lines
and tooling to hone the production process. Technology-based
service is a competitive advantage that does not require major
investment. The objective is to apply technology in ways that make
a quantifiable difference for customers.

What Steel Buyers Want
'Of all the sales reps who called on us, only one came in here and
talked about width and gauge control. We thought, 'This guy really
knows our mill,' says Ted Grodhaus, Vice President for Pipe
Products at Skyline Steel Corporation in Atlanta. The rep was
Weirton's Ron Zumer. Skyline  a major new maker of spiralweld pipe
 now buys over 40% of its carbon plate from Weirton. 'Service
starts with the opening exchanges of the first conversation,'
confirms Bill Cooper, Director of Customer Assurance and Technical
Services at Weirton. He adds, 'We're not just selling a product.
We're selling a mix of our product and the customers' processes.'
Service is the art of making that mix work. It means not just
broadly promising 'quality' steel, but knowing which aspects of
quality need to be emphasized in each case (such as width and gauge
for spiralweld pipe). It means not just boasting of on-time
delivery percentages, but delivering in a pinch. It means not just
providing day-to-day technical service, but working with customers
to develop new applications for steel. Service at Weirton is a
company-wide effort to assure that our steel performs for those who
use it.

Building Long-Term Relationships
In 1995, Weirton and a processing partner won a new three-year
contract to supply 100% of the tin plate for a large oil filter
plant. Here in Weirton, where eight long-time customers have
plants, we signed a one-year contract to supply 60% of the hot
rolled steel used by the Signode plant  up from 20% in the past.
Quarterly and spot orders from other major customers ran high
despite strong competition from foreign mills and minimills.
'Service is what builds these relationships and keeps them tight,'
says Carl Chiarenza, General Manager for Product Sales and Service
at Weirton. Responsive delivery and timely order 
status are key service items in an age when customers are cutting
inventories and cycle times. At Wheatland Tube Company in Sharon,
Pa., Purchasing Director Bill Rodemoyer says, 'We try to maintain
a flexible, fluid operation, and we know that Weirton will bend
over backward to get us the steel we need at any time.' Rodemoyer
also likes our technical support because technical reps visit
Wheatland for monthly quality reviews. Weirton mill operators
exchange tips with the shop floor at Wheatland. Weirton sales reps
'know their stuff,' Rodemoyer says. His bottom line on us:
'Whatever you need, they'll jump right on it. You can go home at
night feeling good.' 

Targeting Growth Markets
'We are reversing the old trend,' says Len Jenkins, Director of the
WEIRTEC R&D center. 'For years other materials displaced steel; now
you will see steel displacing other materials.' Jenkins passes
around one of our new steel beverage cans. It feels as light as an
aluminum can. It has been lightweighted to 22 grams, which should
give it a distinct cost advantage over aluminum. Steel supplies
about half of the beverage can market in Europe, and Jenkins -
recruited to WEIRTEC three years ago from England's Metal Box PLC
- thinks steel will be a serious competitor in the U.S. beverage
can market. Talks are under way with major canmakers and soft drink
firms to bring the new can to market. Weirton is partnering with
customers and end-users to successfully market many new products,
from specialty containers and coated steels to value-added products
for residential construction. These developments fit in well with
Weirton's growth strategy. Jim Bruhn, Executive Vice
President-Commercial at Weirton, describes the strategy as follows:
'Identify the market segments and customers we want to serve over
the long run, then form alliances with those people and with their
customers. Provide delivery, quality, new applications  all the
things that create value at every step downstream. In short we will
grow as a high-value, service-oriented provider, as distinct from
a commodity supplier.'

Financial Contents
Management's Discussion and Analysis               15
Consolidated Statements of Income                  21
Consolidated Balance Sheets                        22
Consolidated Statements of Cash Flows              23
Statements of Changes
in Stockholders' Equity                            24
Notes to Consolidated Financial Statements         26
Management Responsibility Statement                43
Report of Independent Public Accountants           43
Selected Financial and Statistical Data            44
Board of Directors and Officers                    45
Stockholder Information                            45


Management's Discussion and Analysis
Weirton Steel Corporation
of Financial condition and Results of Operations

BACKGROUND
This discussion and analysis of Weirton Steel Corporation's (the
'Company') financial condition and results of operations should be
read together with the consolidated financial statements and notes
thereto, which begin on page 21.

The Company is a major integrated producer of flat rolled carbon
steels with major product lines consisting of sheet and tin mill
products. Sheet products include hot and cold rolled and both
hot-dipped and electrolytic galvanized steels. Tin mill products
include tinplate, chrome coated and black plate. 

In April 1994, the Company's No. 9 Tandem Mill (the 'No. 9 Tandem')
sustained major damage from a fire which occurred while the unit
was undergoing maintenance. This cold rolling facility had
traditionally supplied approximately 70% to 80% of the coils
required by the Company's tin and chrome plating operations. The
Company began rebuilding and repair operations immediately to
restore the No. 9 Tandem. Startup operations began early in the
fourth quarter of 1994 and the Company resumed normal operations in
late 1994. While the No. 9 Tandem was out of service during 1994,
the Company increased the cold rolling output of its remaining
facilities. The Company also compensated for the reduction in cold
rolling capacity by increasing its sales of hot rolled products,
however; that product line generally provides lower profit margins
than more highly processed products such as tin and chrome plate.

RESULTS OF OPERATIONS
1995 COMPARED TO 1994:
Net income in 1995 was $48.4 million or $1.10 per common share
compared to $35.2 million or $0.95 per common share in 1994. The
1995 and 1994 results included a pretax provision for employee
profit sharing of $24.2 million and $17.6 million, respectively.

The 1995 and 1994 results included favorable adjustments for
business interruption and property damage insurance recoveries. The
Company received $44.7 million for property damage and $20.0
million for business interruption in 1994 related to the No. 9
Tandem. The Company settled its claims related to the No. 9 Tandem
in 1995 and received additional proceeds of $9.0 million for
property damage and $34.0 million for business interruption. In
addition, the Company's business interruption claim stemming from
an outage at its hot strip mill in March 1991 was settled for $7.5
million in 1995. Net income for 1995 also included a $6.7 million
extraordinary loss on the early extinguishment of debt while 1994
results included a similar loss of $3.9 million. Excluding these
nonrecurring items, and the resulting effect on the provision for
employee profit sharing, net income for 1995 would have been $24.2
million or $0.55 per common share compared with a loss of $5.3
million, or $0.22 per common share for 1994.

Following the fire that damaged the No. 9 Tandem, the Company
adjusted its production during the balance of 1994 to a product mix
more heavily comprised of hot rolled and coated sheet products,
while tin mill product shipments were decreased significantly. The
shift from tin mill products to sheet products resulted in the
realization of lower average selling prices during the period in
which the No. 9 Tandem was not in service. Average selling price
per ton in 1995 improved, as the Company resumed normal operations
and achieved a more traditional product mix, which contributed
$16.7 million in higher revenues in 1995 compared to 1994.

The resumption of the Company's normal operating configuration in
1995 had a significant effect on its volume of shipments, as well
as its product mix compared to 1994. Total shipments in 1995 were
2,718 thousand tons compared to 2,606 thousand tons in 1994 and
included the highest level of prime product shipments in the
Company's history. 

Sheet product shipments decreased 36 thousand tons from 1994 to
1,955 thousand tons in 1995. Revenue generated by sheet products in
1995 was $864.8 million, a decline of $15.7 million from 1994
primarily related to the decreased shipments. In 1995, the Company
expanded its marketing efforts in response to demand for its sheet
products internationally. As a result, approximately 12% of the
Company's sheet product shipments were exported compared to nominal
amounts in prior years.

In the second quarter of 1994, in spite of the No. 9 Tandem outage,
the Company was able to fill a majority of its orders for its tin
mill product customers from inventory on hand. However, during the
second half of 1994 the No. 9 Tandem remained out of service and
the Company, as expected, lost a portion of its share of the tin
mill products market. The Company's expectations were that it would
regain its share of the market over a relatively short period of
time following the No. 9 Tandem's return to full operations in the
first quarter of 1995. Severe weather conditions however, caused
the late planting of major food crops in the midwestern states and
consequently, the demand for tin mill products to soften in the
second quarter of 1995. As a result, the pace at which the
Company's share of tin mill products recovered was slower than
expected and, although 24.1% higher than in 1994, shipments in 1995
did not reach the level experienced in 1993, the last full year
prior to the No. 9 Tandem outage. Revenues from tin mill products
increased $106.5 million in 1995 over 1994, of which $89.8 million
was attributable to the higher level of shipments and a more
favorable product mix. Although demand in 1995 reflected periods of
softness, previously negotiated annual selling prices were higher
and contributed $16.7 million to the increase in revenues in 1995
compared to 1994.

As a result of the increase in tin mill product shipments and
selling prices, offset by lowered sheet product shipments caused by
the resumption of a more normal operating configuration, total
revenues in 1995 increased 7.2% to $1,351.7 million from $1,260.9
million in 1994.

Cost of sales as a percentage of net sales was 87.3% in 1995
compared to 90.2% in 1994. This improvement resulted from the shift
in product mix from sheet products to higher margin tin mill
products.

<TABLE>
<CAPTION>
(Dollars in thousands)         1995              1994
<S>                      <C>                <C>   
Cost of sales            $1,180,053         $1,136,936
Shipments in tons         2,718,000          2,606,200
Cost of sales per ton    $      434         $      436
                           ========           ========
</TABLE>

Depreciation expense increased $8.4 million, to $54.7 million in
1995. This increase was the result of increased production, greater
overall capital spending and the recognition of a new cost basis
for the rebuilt No. 9 Tandem. Capitalized spending for the No. 9
Tandem in 1995 and 1994 was $2.9 million and $74.6 million,
respectively. 

Interest expense was $42.5 million in 1995, a decrease of $7.5
million from 1994. The decrease resulted from a reduction of
approximately $101.1 million in outstanding debt obligations during
the fourth quarter of 1994 using available cash and a significant
portion of the proceeds of a public offering of the Company's
common stock in August 1994.

In June 1995, the Company sold $125.0 million of its 10-3/4% Senior
Notes due 2005. The net proceeds of the offering were $121.0
million, of which $118.8 million was used to purchase $30.0 million
principal amount of its 11-1/2% Senior Notes and $82.0 million
principal amount of its 10-7/8% Senior Notes. As a result, the
Company recognized an after-tax extraordinary loss of $6.7 million
related to premiums paid to repurchase the notes and the immediate
recognition of previously deferred financing costs related to the
purchase of the notes. This compares to a similar extraordinary
loss of $3.9 million recognized in 1994 resulting from the early
repayment of approximately $101.1 million of Senior Debt.

The Company elected for federal income tax purposes not to
recognize a new basis for the costs associated with the rebuilt No.
9 Tandem. As such, the 1995 income tax provision reflected
principally the reduction of net deductible temporary differences.
The 1994 income tax provision included the utilization of regular
federal net operating loss carryforwards, a reduction of net
deferred deductible temporary differences and a current provision
for alternative minimum tax. The 1995 and 1994 provisions were
offset by favorable adjustments to the carrying value of the
Company's net deferred tax assets.

1994 COMPARED TO 1993:
In 1994, the Company recognized net income of $35.2 million, or
$0.95 per common share, compared to a net loss of $229.2 million,
or $8.78 per common share in 1993. The net results for 1994
included a pretax favorable adjustment to the carrying value of the
damaged No. 9 Tandem of $44.7 million and a pretax provision for
employee profit sharing of $17.6 million. The net results for 1993
were reduced by a pretax restructuring charge of $17.3 million and
the after-tax cumulative effect on prior years of accounting
changes of $179.8 million. The 1994 and 1993 results included
after-tax extraordinary losses of $3.9 million and $6.5 million,
respectively related to costs associated with the early
extinguishment of debt.

Operating and net results for 1994 were adversely affected by the
fire that extensively damaged the No. 9 Tandem. Notwithstanding the
disruption to the Company's operations caused by the fire, revenues
in 1994 of $1,260.9 million for all products combined were $59.8
million, or 5.0%, higher than in 1993. The Company's operating
profit of $48.5 million in 1994, which included $20.0 million of
insurance recoveries received through the end of 1994 under the
Company's business interruption coverage, reflected higher
operating costs caused by the No. 9 Tandem outage. Nevertheless,
the Company's operating performance in 1994 exceeded that for 1993
when the Company recognized an operating loss of $3.4 million.

The demand for the Company's hot rolled and coated sheet products
was strong in 1994. Market conditions and the adjustment by the
Company of its product mix after the fire resulted in a record
1,991 thousand tons of sheet product shipments in 1994, an increase
of 455 thousand tons, or 29.6%, compared to 1993. Shipments of hot
rolled products increased 58% from 1993 levels and, together with
a 9% shipping volume increase for coated sheet products, primarily
galvanized, contributed $158.0 million in higher revenues in 1994.
Average selling prices for sheet products were higher in 1994 than
in 1993, adding $52.6 million to revenues. Product mix changes
added $17.9 million, bringing the increase in total sheet product
revenues to $228.5 million for 1994 over 1993.

In 1994, the Company shipped 615 thousand tons of tin mill
products, a decrease of 279 thousand tons, or 31.2%, compared to
1993, reflecting the impact of the outage of the No. 9 Tandem. This
caused total tin mill product revenues to decline by $168.7 million
in 1994 from 1993. Volume decreases accounted for $175.3 million of
the decline, while selling price increases offset the volume
decrease to the extent of $9.0 million. Product mix changes also
decreased 1994 revenues by $2.4 million from 1993.

Cost of sales in 1994 as a percentage of net sales was 90.2%
compared to 92.0% for 1993 and reflected an improvement of $19 per
ton in direct production costs over 1993.

<TABLE>
<CAPTION>
(Dollars in thousands)         1994               1993
<S>                       <C>                <C>                  
Cost of sales             $1,136,936         $1,105,558
Shipments in tons          2,606,200          2,430,600
Cost of sales per ton     $      436         $      455
                            ========           ========
</TABLE>

Depreciation expense decreased $2.8 million to $46.3 million in
1994 from $49.1 million in 1993. This change reflected a reduction
in blast furnace depreciation on the variable units of production
method due to the extended life (before relining) of the existing
furnaces, which had been fully reserved through early 1994. The
Company's accounting policy recognizes depreciation on production
equipment on a production-variable method which adjusts
straight-line depreciation to reflect actual production levels.

Interest expense decreased to $50.0 million in 1994 from $52.8
million in 1993 when, in the fourth quarter of 1994, the Company
purchased $101.1 million of its Senior Notes using available cash
and a significant portion of the proceeds from the August 1994
public offering of common stock. The purchases included the payment
of certain premiums and required the recognition of previously
deferred financing costs. As a result, the Company had an after-tax
extraordinary loss of $3.9 million in 1994. The Company had an
after-tax extraordinary loss of $6.5 million in 1993 related to
premiums and the immediate recognition of previously deferred
financing costs related to indebtedness refinanced with the
proceeds from the public sale of its 11-1/2% Senior Notes.

The income tax provision recognized in 1994 resulted from the
utilization of regular federal net operating loss carryforwards, a
reduction of net deferred deductible temporary differences and a
current provision for alternative minimum tax. The 1994 provision
was offset by favorable adjustments to the carrying value of the
Company's net deferred tax assets. The income tax benefit
recognized in 1993 reflected principally the net realizable value
of additional net operating losses generated during 1993 and net
deferred tax asset carrying value adjustments related primarily to
a change in the federal statutory rate.

In 1993, the Company adopted Statement of Financial Accounting
Standards ('SFAS') No. 106, 'Employers' Accounting for
Postretirement Benefits Other Than Pensions'; SFAS No. 112,
'Employers' Accounting for Postemployment Benefits'; and SFAS No.
109, 'Accounting for Income Taxes.' The change in accounting under
SFAS No. 106 required the Company to recognize a pretax charge of
$304.0 million to account for the prior service cost of retiree
healthcare and life insurance benefits. The Company also recorded
a pretax charge of $4.0 million related to the implementation of
SFAS No. 112 and a net income tax benefit of $128.2 million,
representing the cumulative effect of the accounting change for
income taxes.

LIQUIDITY AND CAPITAL RESOURCES
At the end of 1995, the Company had $131.8 million of cash and cash
equivalents compared with $62.9 million at year-end 1994. During
1995, the Company completed a private sale of $125.0 million
principal amount of 10-3/4% Senior Notes. The net proceeds of the
offering were approximately $121.0 million, of which $118.8 million
was used to purchase approximately $30.0 million principal amount
of the 11-1/2% Senior Notes and $82.0 million principal amount of
the 10-7/8% Senior Notes. The Company exchanged these notes for
substantially identical notes which were registered under the
Securities Act of 1933.
In addition, during 1995, the Company received approximately $53.0
million related to the settlement of insurance claims.

The Company's capitalization includes three main elements: long
term debt obligations, redeemable stock and stockholders' equity as
shown below as of December 31, 1995 and 1994:
<TABLE>
<CAPTION>
                             Dec. 31,  % of    Dec. 31,     % of
(Dollars in millions)         1995    Total      1994      Total
<S>                          <C>      <C>      <C>         <C>
Long term debt obligations   $407.9    65%     $394.5       70%
Redeemable stock               15.9     3        14.5        3
Stockholders' equity          198.6    32       149.2       27
Total capitalization         $622.4   100%     $558.2      100%
                              =====   ===       =====     ====
</TABLE>

The Company's improvement in its total capitalization and its debt
to total capitalization percentage from 1994 to 1995 was primarily
due to the net income generated in 1995.

The Company has in place, through a subsidiary, a receivables
participation agreement with a group of four banks. The facility,
which is AAA rated by Standard & Poor's, provides for a total
commitment by the banks of up to $85.0 million, including a letter
of credit subfacility of up to $25.0 million. The agreement, as
amended, makes the facility available to the Company through April
2000. While no funded participation interests had been sold under
the facility as of December 31, 1995, $4.0 million in letters of
credit under the subfacility were outstanding. Based upon the
Company's available cash on hand as of December 31, 1995, and the
amount of cash it anticipates will be provided from operating
activities in the near term, the Company expects to have sufficient
cash to meet its near-term requirements. As such, it does not
expect the subsidiary to sell participation interests to the banks
in the near term. As of December 31, 1995, after reductions for
amounts in place under the letter of credit subfacility, the base
amount available for cash sale was approximately $71.6 million.
Additionally, the Company has no scheduled debt repayment until
1998 when its 11-1/2% Senior Notes become due.

The Company had net deferred tax assets, excluding the valuation
allowance, which totaled $166.4 million as of December 31, 1995,
and represented net operating loss carryforwards and other tax
credits and net deductible temporary differences, all of which the
Company believes can be used to reduce the Company's cash
requirements for the payment of future federal regular income tax.
The Company was required in 1995 and 1994 and may be required in
future periods to make cash payments for income taxes under federal
alternative minimum tax regulations.

INVESTMENT IN FACILITIES
Excluding the cost to rebuild the No. 9 Tandem, capital spending
was approximately $49.4 million in 1995 compared to $37.5 million
in 1994. The Company spent approximately $2.9 million and $74.6
million in 1995 and 1994, respectively, to rebuild the No. 9
Tandem.

The Company anticipates its spending for capital improvements in
1996 will be approximately $84.6 million, including spending toward
a major blast furnace reline that was rescheduled from 1995 to
1996-1997. Other planned capital improvement expenditures for 1996
include approximately $6.6 million for tin mill plating lines and
approximately $7.7 million for environmental control. At present,
cash provided from operating activities, together with cash on
hand, is expected to be sufficient to fund the capital budget and
meet any near term working capital requirements. To the extent that
near term operating activities do not generate an adequate amount
of cash, the Company expects that any cash requirements for capital
improvements would be financed from its receivables participation
agreement.

ENVIRONMENTAL COMPLIANCE
The Company, as well as its domestic competitors, is subject to
stringent federal, state and local environmental laws and
regulations, concerning, among other things, waste water
discharges, air emission and waste disposal. During the last five
years, the Company has spent approximately $11.2 million for
pollution control capital projects and expects to spend $7.7
million for such projects in 1996. 

Pursuant to agreements entered into by the Company and National
Steel Corporation ('NSC') under which the Company acquired its
operating assets in 1984, NSC retained liability, including
governmental and third-party claims, arising from environmental
violations prior to the acquisition. NSC also retained liability
for cleanup costs, including third-party claims, related to solid
or hazardous waste sites, as long as the sites were not used by the
Company in its operations subsequent to the acquisition.

In December 1993, the Company was informed by the West Virginia
Division of Environmental Protection ('DEP') that the United States
Environmental Protection Agency ('EPA') was considering initiating
a 'multimedia' enforcement action against the Company. Multimedia
actions involve coordinated enforcement proceedings related to
water, air and waste-related issues stemming from a number of
federal and state statutes and rules. In October 1995, the Company
received a Notice of Violation from the EPA alleging seven
violations of DEP regulations for air pollution control, which may
result in fines and penalties. Additionally, the EPA has conducted
inspections of the Company's facilities regarding waste-related
issues. The Company has also met with representatives of the EPA
regarding the alleged violations and the Company's environmental
compliance as to water, air and waste-related issues. No multimedia
enforcement action has been commenced against the Company. At this
time, the Company cannot assess the likely outcome of these
matters, but believes that any fines and penalties would not be
material to its financial position or results of operations.

The Company intends to comply with all legal requirements regarding
the environment. New or expanded environmental requirements could
increase the Company's environmental cost in the future. Since the
effects of future requirements are not presently determinable, it
is not possible to predict with a high degree of precision the
ultimate future cost of compliance; however, the Company does not
believe the future costs of environmental compliance or the cost of
current outstanding environmental matters will have a material
effect on its financial position, results of operations or on its
competitive position with respect to other integrated domestic
steelmakers that are generally subject to the same environmental
requirements.

Recent Accounting Pronouncements
In March 1995, the Financial Accounting Standards Board ('FASB')
issued SFAS No. 121, 'Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of.' SFAS No. 121
requires that the carrying value of long-lived operating assets,
when determined to be impaired, be adjusted so as not to exceed the
estimated undiscounted cash flows provided by such asset. SFAS No.
121 also addresses the accounting for long-lived assets that are
expected to be disposed of in future periods.

In October 1995, the FASB issued SFAS No. 123, 'Accounting for
Stock-Based Compensation'. SFAS No. 123 recommends, but does not
require, that companies change their method of accounting for
stock-based compensation plans to one that attributes compensation
costs equal to the fair value of a stock-based compensation
arrangement over the periods in which service is rendered.
Companies not electing to change their method of accounting are
required, among other things, to provide additional disclosures
which in effect restate a company's results for comparative periods
as if the new method of accounting had been adopted.

The Company will be subject to the provisions of SFAS No. 121 and
SFAS No. 123 in 1996. The Company does not believe that the
adoption of either of these accounting pronouncements will have a
material effect on its financial position or results of operations.



<TABLE>

<CAPTION>
CONSOLIDATED Statements of Income
Weirton Steel Corporation
                                   Year Ended December 31,
(Dollars in thousands, 
 except per share data)             1995         1994        1993
<S>                            <C>         <C>         <C>
NET SALES                      $1,351,711  $1,260,864  $1,201,093
OPERATING COSTS:
Cost of sales                   1,180,053   1,136,936   1,105,558
Selling, general and
administrative expense             34,440      31,504      32,458
Depreciation                       54,699      46,309      49,113
Provision for profit sharing       24,178      17,581        -
Insurance recoveries              (41,502)    (20,000)       -
Restructuring charge                 -           -         17,340
Total operating costs           1,251,868   1,212,330   1,204,469
          
INCOME (LOSS) FROM OPERATIONS      99,843      48,534     (3,376)

Adjustment to carrying value 
of
damaged facility                    9,000      44,746       -
Interest expense                  (42,519)    (49,999)   (52,802)
Interest income                     4,615       5,795      2,626
ESOP contribution                  (2,610)     (2,610)    (2,610)

INCOME (LOSS) BEFORE INCOME 
TAXES                              68,329      46,466    (56,162)
Income tax provision (benefit)     13,255       7,454    (13,272)
INCOME (LOSS) BEFORE 
 EXTRAORDINARY ITEM                55,074      39,012    (42,890)

Loss on early extinguishment 
of debt                             6,718       3,851      6,549
INCOME (LOSS) BEFORE 
CUMULATIVE EFFECT
OF ACCOUNTING CHANGES              48,356      35,161    (49,439)
Cumulative effect of 
 accounting changes                  -           -      (179,803)
NET INCOME (LOSS)                 $48,356     $35,161  $(229,242)
                                 ========    =======    ========


Less: Preferred stock 
dividend requirement                 -         2,339       3,125
NET INCOME (LOSS) APPLICABLE 
TO COMMON SHARES                  $48,356    $32,822   (232,367)
                                =========   ========   =========

PER SHARE DATA:
Weighted average number 
of common shares
and equivalents 
(in thousands)                    43,781     34,470     26,473

Income (loss) per common 
share before
extraordinary item                1.26        1.06     (1.74)
Loss on early 
extinguishment of debt           (0.16)      (0.11)    (0.25)
Income (loss) per common 
share before cumulative 
effect of accounting changes      1.10        0.95     (1.99)
Cumulative effect of 
accounting changes                 -           -       (6.79)
NET INCOME (LOSS) 
PER COMMON SHARE                  1.10        0.95     (8.78)
                                =======   ========    =======
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>

<TABLE>
<CAPTION>
Consolidated Balance Sheets
Weirton Steel Corporation
                                     December 31,
(Dollars in thousands, 
except per share data)              1995            1994
ASSETS:
Current assets:
<S>                             <C>             <C>
Cash and equivalents, includes 
restricted cash of $1,373 
and $1,329, respectively           $131,811        $62,905
Receivables, less allowances 
$8,688 and $6,405,respectively      150,213        131,902
Inventories                         255,360        270,518
Deferred income taxes                49,245         42,570
Other current assets                  7,400          5,603
Total current assets                594,029        513,498                
Property, plant and equipment, 
net                                 586,430        588,903
Intangible asset                     31,412         17,213
Deferred income taxes                86,205         98,493
Other assets and deferred 
charges                              15,945         12,813
TOTAL ASSETS                     $1,314,021     $1,230,920
                                  =========      ========= 
LIABILITIES:
Current liabilities:                                                     
Payables                         $  123,105     $  136,038
Employment costs                     89,793         84,487
Pension liability                    12,471           -
Taxes other than 
income taxes                         19,376         21,256
Income taxes                           -             4,579
Other                                 8,981         10,679
Total current liabilities           253,726        257,039
Long term debt obligations          407,869        394,505
Long term pension obligation         94,689         68,093
Postretirement benefits other 
than pensions                       317,893        316,185
Other long term liabilities          25,348         31,429
TOTAL LIABILITIES                 1,099,525      1,067,251
REDEEMABLE STOCK:
Preferred stock, 7,500,000 
shares authorized:
Preferred stock, Series A, 
$0.10 par value; 1,769,865
and1,800,000 shares 
authorized; 1,769,865 and 
1,787,688shares issued; 
1,764,791 and 1,754,327 
subject to put                       25,589         26,013
Less: Preferred treasury 
stock, Series A, at cost, 
40,423 and 33,361 shares               (586)          (326)
Deferred ESOP compensation           (9,135)       (11,202)
TOTAL REDEEMABLE STOCK               15,868         14,485
                                   =========       ======== 
STOCKHOLDERS' EQUITY:
Preferred stock, Series A, 
$0.10 par value;
5,074 and 12,312 shares not 
subject to put                           74            87
Common stock, $0.01 par value; 
50,000,000 shares
authorized; 42,289,944 and 
42,027,405 shares issued                423           420
Additional paid-in capital          454,197       452,746                  
Common shares issuable, 332,076 
and 348,040 shares                    1,170         1,747                 
Retained earnings (deficit)        (255,354)     (303,710)
Less: Common treasury stock, 
at cost, 275,829 and 
373,340 shares                       (1,882)       (2,106)
TOTAL STOCKHOLDERS' EQUITY          198,628       149,184

TOTAL LIABILITIES, REDEEMABLE 
STOCK AND STOCKHOLDERS'
EQUITY                            $1,314,021    $1,230,920
<FN>
The accompanying notes are an integral part of these statements.  
</TABLE>


<TABLE>    
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Weirton Steel Corporation


                                    Year Ended December 31,
(Dollars in thousands)         1995         1994          1993
CASH FLOWS FROM OPERATING 
ACTIVITIES:                                                 
<S>                          <C>          <C>         <C>
NET INCOME (LOSS)            $ 48,356     $ 35,161    $(229,242)
ADJUSTMENTS TO RECONCILE 
NET INCOME (LOSS) 
TO NET CASH PROVIDED BY 
OPERATING ACTIVITIES:
Depreciation                   54,699      46,309        49,113
Amortization of deferred 
financing costs                 2,212       2,509         1,965
Restructuring charge             -           -           17,340
Adjustment to carrying 
value of damaged facility      (9,000)    (44,746)         -
ESOP contribution               2,610       2,610         2,610
Cumulative effect of 
accounting changes               -           -          179,803
Loss from early extin-
guishment of debt               6,718       3,851         6,549
Deferred income taxes           7,240       1,942       (13,272)
Cash provided (used) 
by working capital items:
Receivables                   (18,311)     (2,898)       (5,110)
Inventories                    15,158     (27,859)        1,907
Other current assets           (1,797)     (1,746)        4,325
Payables                       (2,351)     17,454        24,986
Other current liabilities       9,620       3,099        18,070
Long term pension 
obligation                     12,397        (726)       19,374
Other                          (6,441)     10,601        (8,963)
NET CASH PROVIDED BY 
OPERATING ACTIVITIES          121,110      45,561        69,455
CASH FLOWS FROM 
INVESTING ACTIVITIES:
Expenditures for property
 plant and equipment:
Spending to restore 
damaged facility               (2,948)    (74,611)         -
Less:Insurance recoveries       9,000      45,000          -
Other capital spending        (49,410)    (37,456)      (13,324)
NET CASH USED BY 
INVESTING ACTIVITIES          (43,358)    (67,067)      (13,324)

CASH FLOWS FROM 
FINANCING ACTIVITIES:
Repayments of debt 
obligations                  (118,800)   (101,101)     (148,114)
Proceeds from issuance 
of debt obligations           125,000        -          140,000
Proceeds from issuance 
of common stock                  -        116,087          -
Redemption of preferred 
stock, Series B                  -        (25,000)         -
Dividends paid                   -         (2,339)       (3,125)
Common shares issuable         1,170        1,454         1,119           
Purchase of common 
treasury stock                   -           -           (1,455)
Deferred financing costs      (4,325)      (2,245)      (13,520)
Other, principally net 
book overdrafts              (11,891)       8,553        (3,229)
NET CASH USED BY 
FINANCING ACTIVITIES          (8,846)      (4,591)      (28,324)

NET CHANGE IN CASH AND 
EQUIVALENTS                   68,906      (26,097)       27,807

CASH AND EQUIVALENTS 
AT BEGINNING OF PERIOD        62,905       89,002        61,195
CASH AND EQUIVALENTS 
AT END OF PERIOD            $131,811      $62,905       $89,002   
                            ========      =======       =======
<FN>
SUPPLEMENTAL CASH FLOW INFORMATION:                                      
Interest paid, net of 
interest capitalized         44,416        52,091        47,311            
Income taxes paid 
(refunded)                   10,593         -           (1,779)            

The accompanying notes are an integral part of these statements.
</TABLE>


<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
WEIRTON STEEL CORPORATION

(Dollars in thousands, except per share data)
                                 Common Stock     Additional    
                                Shares  Amount    Paid in capital
<S>                            <C>         <C>       <C>
Stockholders' Equity as of   
December 31, 1992              26,419,705  $264      $334,834
Net loss                         -          -           -
Purchase of treasury stock       -          -           -
Conversion of preferred stock    -          -           -
Reclassification of preferred
Series A not subject to put      -          -           -
Employee stock purchase plan:
 Shares issued                    300,047     3           942
 Shares issuable                 -          -           -
Board of Directors deferred
compensation plan:
 Shares issued                   -          -           -
 Shares issuable                 -          -           -
Dividends payable ($6.25 per
preferred share, Series B)       -          -           -
---------------------------------------------------------------
Stockholders' Equity Consol-
idated as of December 31, 1993 26,719,752   267       335,776
Net income                       -          -           -
Issuance of common stock       15,000,000   150       115,937
Conversion of preferred stock    -          -           -
Reclassification of preferred
Series A not subject to put      -          -           -
Employee stock purchase plan:
 Shares issued                    299,971     3         1,009
 Shares issuable                 -          -           -
Board of Directors deferred
compensation plan:
 Shares issued                   -          -           -
 Shares issuable                 -          -           -
Dividends payable ($4.6875
per preferred share,Series B)    -          -           -
--------------------------------------------------------------
Stockholders' Equity Consol-
idated as of December 31, 1994 42,027,405   420       452,746
Net income                       -          -           -
Conversion of preferred stock      22,453     1            74
Reclassification of preferred
Series A not subject to put      -          -           -
Employee stock purchase plan:
 Shares issued                    240,086     2         1,348
 Shares issuable                 -          -           -
Board of Directors deferred
compensation plan:
 Shares issued                   -          -              29
 Shares issuable                 -          -           -
--------------------------------------------------------------
Stockholders' Equity Consol-
idated as of December 31, 1995 42,289,944  $423      $454,197
</TABLE>

<TABLE>
<CAPTION>
                                         Preferred  
Common Shares     Retained  Common       Series A  Stockholders'
   Issuable       Earnings  Treasury stk Not ST put     Equity
Shares    Amount  (Deficit) Shares   Amt Shares Amt
------    ------  --------  ------  ---- ------ ----   ---------
<C>      <C>     <C>       <C>      <C>    <C>    <C>   <C>
365,421  1,153   (104,165) 208,353  (825)  1,497   10    $231,271
   -      -      (229,242)    -     -      -      -     (229,242)
   -      -          -     181,200 (1455)  -      -       (1,455)
   -      -          -     (8,148)    65   -      -           65
   -      -          -        -     -      1,272   6           6
(300047)  (945)      -        -     -      -      -        -
299,971  1,012       -        -     -      -      -        1,012
   -      -          -        -     -      -      -        -
 31,704    107       -        -     -      -      -          107
   -      -        (3,125)    -     -      -      -       (3,125)
-----------------------------------------------------------------
397,049  1,327   (336,532) 381,405 (2215)  2,769  16      (1,361)
   -      -        35,161     -     -      -      -       35,161
   -      -          -        -     -      -      -      116,087
   -      -          -      (8,065)  109   -      -          109
   -      -          -        -     -      9,543  71          71
(299971) (1012)      -        -     -      -      -           -
240,086  1,350       -        -     -      -      -        1,350
 (7,682)   (24)      -        -     -      -      -           -
 18,558    106       -        -     -      -      -          106
   -      -        (2,339)    -     -      -      -       (2,339)
----------------------------------------------------------------
348,040  1,747   (303,710) 373,340 (2106)  12312  87     149,184
   -      -        48,356     -     -      -      -       48,356
   -      -          -        -     -      (8546) (32)        43
   -      -          -        -     -      1,308  19          19
(240086) (1350)      -        -     -      -      -          -
295,764    893       -        -     -      -      -          893
(107954)  (253)      -     (97,511)  224   -      -          -
 36,312    133       -        -     -      -      -          133
----------------------------------------------------------------
332,076  $1170  $(255,354) 275,829 (1882)  5,074  $74   $198,628
  
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
WEIRTON STEEL CORPORATION
(In thousands of dollars, except per share amounts,
or in millions of dollars where indicated)

Note 1
BASIS OF PRESENTATION
For the years ended and as of December 31, 1995 and 1994, the
financial statements herein include the accounts of Weirton Steel
Corporation and its wholly-owned subsidiary, Weirton Receivables,
Inc. ('WRI'). Prior to August 26, 1993, the financial statements
include only the accounts of Weirton Steel Corporation. Weirton
Steel Corporation and/or Weirton Steel Corporation together with
its subsidiary are hereafter referred to as the 'Company.'

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

Certain portions of the prior periods' financial statements have
been reclassified where necessary to conform to the presentation
used in the current period.

Note 2
ORGANIZATION AND BACKGROUND
The Company and its predecessor companies have been in the business
of making and finishing steel products for nearly 90 years. From
November 1929 to January 1984, the Company's business had been
operated as a subsidiary of or a division of National Steel
Corporation ('NSC'). Incorporated in Delaware in November 1982, the
Company acquired the principal assets of NSC's former Weirton Steel
Division (the 'Division') in January 1984. In connection with the
asset purchase, NSC retained liability for claims and litigation
arising out of the operation of the Division based on occurrences
prior to May 1, 1983, principally related to pension, life
insurance and healthcare benefits for retired employees, pension
benefits for active employees based upon service prior to the sale,
and certain environmental conditions.

From January 1984 until June 1989, the Company was owned in its
entirety by its employees through an Employee Stock Ownership Plan
(the '1984 ESOP'). In June 1989, the 1984 ESOP sold 4.5 million
shares of the Company's common stock in a public offering. The
Company's common stock is listed and traded on the New York Stock
Exchange.

In connection with the public offering of common stock in June
1989, the Company sold 1.8 million shares of voting Redeemable
Preferred Stock, Series A (the 'Series A Preferred') to a new
Employee Stock Ownership Plan (the '1989 ESOP'). Each share of
Series A Preferred is convertible at any time into one share of
common stock, subject to adjustment, and is entitled to 10 times
the number of votes allotted to the common stock into which it is
convertible. 

In October 1991, in connection with an iron ore pellet supply
agreement, the Company issued 0.5 million shares of its Redeemable
Preferred Stock, Series B (the 'Series B Preferred') to
Cleveland-Cliffs Inc for a purchase price equal to the aggregate
redemption amount of $25.0 million. The Company redeemed the Series
B Preferred in September 1994.

In September 1991, the Company contributed to its defined benefit
pension plan (the 'Pension Plan') 3,870,968 shares of its common
stock having an aggregate fair value of $15.0 million. In September
1992, the Company issued 2.0 million shares of its common stock to
the Pension Plan, having an aggregate fair value of $8.25 million. 

In May 1994, the Company's stockholders approved an amendment to
the Company's Restated Certificate of Incorporation increasing the
number of authorized shares of common stock from 30.0 million
shares to 50.0 million shares. The amendment provided that 15.0
million shares of such increase were to be issued only in
conjunction with bona fide public offerings and that up to 5.0
million shares of such increase were to be issued only pursuant to
employee benefit plans. In August 1994, the Company and the Pension
Plan participated in a public sale of the Company's common stock
and sold 15.0 million and 4.55 million shares, respectively. 

Substantially all of the Company's employees participate in the
1984 ESOP and the 1989 ESOP which, after giving effect to the
above-mentioned transactions, owned approximately 27.4% of the
issued and outstanding common and substantially all the preferred
shares of the Company as of December 31, 1995. The common and
preferred shares owned by the 1984 ESOP and the 1989 ESOP combined
represent approximately 49.2% of the voting power of the Company's
voting stock as of December 31, 1995.

Note 3
SIGNIFICANT ACCOUNTING POLICIES 
Cash
The liability representing outstanding checks drawn against a
zero-balance general disbursement bank account, that is funded as
checks are presented for payment, is included in accounts payable
for financial statement presentation. Such amount was $3.2 million,
$13.8 million and $5.1 million as of December 31, 1995, 1994 and
1993, respectively.

Cash Equivalents
Cash equivalents, which consist primarily of certificates of
deposit, commercial paper and time deposits, are stated at cost,
which approximates fair value. For financial statement
presentation, the Company considers all highly liquid investments
purchased with an original maturity of 90 days or less to be cash
equivalents. 

Inventories
Inventories are stated at the lower of cost or market, cost being
determined by the first-in, first-out (FIFO) method. Inventory
costs include materials, labor and manufacturing overhead. 

Property, Plant and Equipment
Property, plant and equipment is valued at cost. Major additions
are capitalized, while the cost of maintenance and repairs which do
not improve or extend the lives of the respective assets is charged
to expense in the year incurred. Interest costs applicable to
facilities under construction are capitalized. Gains or losses on
property dispositions are credited or charged to income. 

Depreciation of steelmaking facilities is determined by the
production-variable method which adjusts straight-line depreciation
to reflect actual production levels. The cost of relining blast
furnaces is amortized over the estimated production life of the
lining. All other assets are depreciated on a straight-line basis.

Postretirement Benefits Other Than Pensions
Effective January 1, 1993, the Company adopted the provisions of
Statement of Financial Accounting Standards ('SFAS') No. 106,
'Employers' Accounting for Postretirement Benefits Other Than
Pensions,' and changed its method of accounting for these costs
from the cash method to an accrual method.

Postemployment Benefits
Effective January 1, 1993, the Company adopted the provisions of
SFAS No. 112, 'Employers' Accounting for Postemployment Benefits.'
Effective with the adoption of the standard, the value of all such
benefits is actuarially determined and recognized on an accrual
method.

Employee Stock Ownership Plan (ESOP) Accounting
The Company recognizes as compensation expense an amount based upon
its required contributions to the ESOPs. The resulting expense
approximates the cost to the ESOPs for the shares allocated to
participants for the period. The number of shares allocated to
participants for the period is determined based on the ratio of the
period's debt principal payment to the total estimated debt
principal payments. Shares are then allocated to individual
participants based on the participant's relative compensation.

Employee Profit Sharing
The provision for employee profit sharing is calculated in
accordance with the Profit Sharing Plan. The pretax provisions in
1995 and 1994 were based upon 33-1/3% of net income.

Research and Development
Research and development costs related to improvement of existing
products, development of new products and the development of more
efficient operating techniques are charged to expense as incurred
and totaled $3.2 million, $6.3 million and $5.4 million in 1995,
1994 and 1993, respectively.

Income Taxes
Effective January 1, 1993, the Company changed its method of
accounting for income taxes for financial reporting by adopting the
provisions of SFAS No. 109, 'Accounting for Income Taxes.' Under
SFAS No. 109, deferred income tax assets and liabilities are
recognized to reflect the future income tax consequences of
carryforwards and differences between the tax basis and financial
accounting basis of assets and liabilities.

Note 4
INVENTORIES
Inventories consisted of the following:
<TABLE>
<CAPTION>

                             December 31,
                       1995               1994
<S>                  <C>               <C>
Raw materials        $ 77,557          $100,319
Work-in-process        86,491            89,106
Finished goods         91,312            81,093

                     $255,360          $270,518
                      =======           =======
</TABLE>
Note 5
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:
<TABLE>
<CAPTION>
                       December 31,
                     1995                1994
<S>                  <C>                <C>
Land                 $  1,098           $    807
Buildings               8,689              7,918
Machinery, 
equipment and other   845,650            778,161
Construction-in
-progress              63,798             80,216
                      919,235            867,102                    
Less: Allowances 
for depreciation     (332,805)          (278,199)
                     $586,430           $588,903
                      =======            =======
</TABLE>

In April 1994, the Company's No. 9 Tandem Mill (the 'No. 9 Tandem')
sustained major damage from a fire which occurred while the unit
was undergoing maintenance. This cold reduction mill is a major
component of the Company's operating facilities and normally
processes approximately 70% to 80% of the steel coils required for
the Company's tin plating operations. The Company rebuilt the No.
9 Tandem and start-up operations began in October 1994.

The Company maintains insurance for property damage applicable to
its production facilities, including the No. 9 Tandem. The policy
providing this coverage is subject to a deductible. Insurance
recoveries related to the No. 9 Tandem in 1995 and 1994 included
$9.0 million and $45.0 million, respectively for property damage.

Insurance recoveries for property damage associated with events of
this type require the recognition of a new cost basis for the
rebuilt facility. As a result, the Company has recognized for the
years ended December 31, 1995 and 1994, adjustments to the carrying
value of the No. 9 Tandem to the extent of insurance recoveries
received during such periods. Total spending in 1995 and 1994 to
restore the No. 9 Tandem was approximately $2.9 million and $74.6
million, respectively.

The Company also maintains insurance for business interruption,
subject to a deductible. The Company's claim for business
interruption related to the No. 9 Tandem was settled in 1995.
Insurance recoveries of $34.0 million and $20.0 million were
received in 1995 and 1994, respectively, for the No. 9 Tandem
business interruption claim. Total funds received in 1995 and 1994
for both property damage and business interruption claims related
to the No. 9 Tandem were $110.5 million. In addition, the Company's
business interruption claim stemming from an outage at its hot
strip mill in March 1991 was settled for $7.5 million in 1995.

Capitalized interest costs applicable to facilities under
construction for the years ended December 31, 1995, 1994 and 1993,
amounted to $1.1 million, $2.3 million and $0.8 million,
respectively.

Note 6
FINANCING ARRANGEMENTS
Debt Obligations
<TABLE>
<CAPTION>
                               December 31,
                             1995            1994
<S>                      <C>                <C>
11-1/2% Senior Notes
 due 3/1/98              $  77,150          $107,150                     
10-7/8% Senior Notes 
due 10/15/99               149,749           231,749
10-3/4% Senior Notes 
due 6/1/2005               125,000              -
8-5/8% Pollution Control 
Bonds due 11/1/2014         56,300            56,300
                           408,199           395,199
Less: Unamortized debt 
discount                       330               694
Long term debt 
obligations               $407,869          $394,505
                           =======           =======
</TABLE>
On October 17, 1989, the Company completed a public offering of its
Senior Notes in the principal amount of $300.0 million. These
unsecured Senior Notes bear interest at 10-7/8% and mature October
15, 1999.

On November 1, 1989, the Company refinanced two previous pollution
control bond issues having an aggregate principal amount of $56.3
million through the issuance of the 1989 Pollution Control Bonds
which bear interest at 8-5/8% and mature November 1, 2014.

On March 4, 1993, the Company completed a public offering of $140.0
million of its Senior Notes. These unsecured Senior Notes bear
interest at 11-1/2% per annum and mature March 1, 1998. The Company
recognized an after-tax extraordinary loss of $6.5 million in 1993
related to premiums and the immediate recognition of previously
deferred financing costs related to indebtedness refinanced with
the proceeds from the public sale of its 11-1/2% Senior Notes. 

In the fourth quarter of 1994, the Company purchased in the market
$68.3 million of its 10-7/8% Senior Notes and $32.8 million of its
11-1/2% Senior Notes using cash on hand and a portion of the
proceeds from the Company's August 1994 public offering of 15.0
million shares of its common stock. The purchases of senior
indebtedness included the payment of certain premiums in excess of
their principal amount. In addition, the purchase required the
immediate recognition of previously deferred financing costs. As a
result, the Company recognized in 1994 an after-tax extraordinary
loss of $3.9 million. 
In June 1995, the Company privately sold $125.0 million of its
10-3/4% Senior Notes due 2005. The net proceeds were $121.0
million, of which $118.8 million was used during the third quarter
of 1995 to purchase approximately $30.0 million principal amount of
its 11-1/2% Senior Notes and $82.0 million principal amount of its
10-7/8% Senior Notes. In October 1995, the Company exchanged the
privately sold notes for notes that were registered under the
Securities Act of 1933. The Company recognized an after-tax
extraordinary loss of $6.7 million related to premiums paid to
purchase the notes together with the immediate recognition of
previously deferred financing costs related to the purchased notes.

In connection with the sale of the 10-3/4% Senior Notes, the
Company obtained the consent from the remaining holders of the
11-1/2% Senior Notes to modify certain covenants in the indenture
governing such notes, with the objective of providing uniformity
among the covenants in the indentures governing the Company's
10-3/4% and 10-7/8% Senior Notes. The indentures governing the
Senior Notes contain covenants that limit, among other things, the
incurrence of additional indebtedness, the declaration and payment
of dividends and distributions on the Company's capital stock, as
well as mergers, consolidations, liens and sales of certain assets.
Under covenants affecting the Company's ability to pay dividends on
its common stock, the Company is limited as to the payment of
aggregate dividends after March 31, 1993, to the greater of (i)
$5.0 million or (ii) $5.0 million plus one-half of the Company's
cumulative consolidated net income since March 31, 1993, plus the
net proceeds from future issuances of certain capital stock less
certain allowable payments. As of December 31, 1995, pursuant to
this covenant, the Company's ability to pay dividends on its common
stock was limited to $137.2 million. Upon the occurrence of a
change in control, as defined under the indentures, holders of the
Senior Notes will have the option to cause the Company to
repurchase their Senior Notes at 101% of the principal amount, plus
accrued interest to the date of repurchase.

The Company's Senior Notes are ranked equally and are senior to the
1989 Pollution Control Bonds.

The Company does not have any scheduled principal payments on its
indebtedness until 1998 when the $77.2 million principal amount
outstanding of the 11-1/2% Senior Notes becomes due and 1999 when
the $149.7 million principal amount outstanding of the 10-7/8%
Senior Notes becomes due.

Receivables Participation Agreement
The Company has in place, through a subsidiary, a receivables
participation agreement with a group of four banks. The facility
provides for a total commitment by the banks of up to $85.0
million, including a letter of credit subfacility of up to $25.0
million. To implement the facility, the Company sold substantially
all of its accounts receivable, and sells additional receivables as
they are generated, to its wholly-owned subsidiary, WRI. WRI
finances its ongoing receivable purchases from a combination of
cash collections on receivables already in the pool, short term
intercompany obligations and issuances of redeemable preferred
stock to Weirton Steel Corporation. As of December 31, 1995, while
no funded participation interests had been sold under the facility,
$4.0 million in letters of credit under the subfacility were in
place. The amount of participation interests committed to be
purchased by the banks fluctuates depending upon the amounts and
nature of receivables generated by the Company which are sold into
the program, and certain financial tests applicable to them. With
respect to the receivables comprising the pool and the financial
tests applicable to such, and after reduction for amounts in place
under the letter of credit subfacility, the base amount available
for cash sale was approximately $71.6 million as of December 31,
1995.

Funded purchases of participation interests by the banks under the
facility are generally available on a revolving basis for three
years, subject to extension as agreed to by the banks. In 1995, the
Participation Agreement was extended through April 2000. Weirton
Steel Corporation continues to act as servicer of the assets sold
into the program and continues to make billings and collections in
the ordinary course of business according to its established credit
practices. Except for warranties given by Weirton Steel Corporation
concerning the eligibility of receivables sold to WRI under the
program, the transactions under the facility are generally
nonrecourse. WRI's commitments to the banks, which do not include
warranties as to collectibility of the receivables, include those
typical of sellers of similar property and are secured by its
interest in the receivables and related security. WRI is subject to
certain restrictions regarding its indebtedness, liens, asset sales
not contemplated by the facility, guarantees, investments, other
transactions with its affiliates, including Weirton Steel
Corporation, and the maintenance of a minimum net worth of not less
than the greater of $5.0 million or 10% of the outstanding
receivables. As of December 31, 1995, WRI had a net worth of $132.3
million and outstanding receivables of $138.2 million. The banks
and other creditors of WRI have a priority claim on all assets of
WRI prior to those assets becoming available to any of Weirton
Steel Corporation's creditors. 

Leases
The Company uses certain lease arrangements to supplement its
financing activities.

Rental expense under operating leases was $4.7 million, $6.7
million and $7.3 million for the years ended 1995, 1994 and 1993,
respectively. The minimum future lease payments under noncancelable
operating leases are $3.9 million, $3.4 million, $2.5 million, $0.9
million and $0.6 million for the years ending 1996 through 2000,
respectively, and $2.0 million thereafter.

Note 7 
EMPLOYEE RETIREMENT BENEFITS
Pensions
The Company's Pension Plan covers substantially all of its
employees. The Pension Plan provides benefits that are based
generally upon years of service and compensation during the final
years of employment.

The Company's funding policy is influenced by its general cash
requirements but, at a minimum, complies with the funding
requirements of federal laws and regulations. During calendar years
1995, 1994 and 1993, the Company contributed $22.4 million, $69.7
million and $25.6 million, respectively, to the Pension Plan. 

The Pension Plan's assets are held in trust, the investments of
which consist primarily of common stocks, fixed income securities
and short term investments. 

Following are the components of the Company's net pension cost
recognized in 1995, 1994 and 1993:

<TABLE>
<CAPTION>
                                   Year Ended December 31,
                                1995         1994        1993
<S>                         <C>            <C>         <C>
Service cost                $ 16,060       $ 17,847    $ 10,192
Interest cost on projected 
benefit obligation            48,346         45,155      41,714          
Actual return on plan 
assets                       (33,580)       (30,938)    (30,300)
Net amortization and 
deferral                      16,464         16,464      15,112
                            $ 47,290       $ 48,528    $ 36,718          
                             ======          ======     =======
</TABLE>

The following table reconciles the funded status of the Pension
Plan to the accrued pension obligation recognized as of December
31, 1995 and 1994:
<TABLE>
<CAPTION>
                                     1995          1994
Actuarial present value of accumulated benefit obligation:
<S>                              <C>               <C>
Vested                           $ 518,309         $ 431,632
Nonvested                           29,877            25,416
                                   548,186           457,048
Effect of projected 
compensation increases             170,296           131,927               
Actuarial present value of 
projected benefit obligation       718,482           588,975
Plan assets at fair value          441,026           388,955
Projected benefit obligation 
in excess of plan assets           277,456           200,020

Items not yet recognized:
Actuarial (losses) gains           (41,652)           27,380
Remaining net obligation at 
transition                         (53,132)          (60,522)
Prior service cost                (106,924)         (115,998)

Additional minimum liability        31,412            17,213
Accrued pension obligation       $ 107,160          $ 68,093
                                  =========         ========              
</TABLE>


The accrued pension obligation is classified for financial
statement presentation as of December 31, 1995 and 1994, as
follows:
<TABLE>
<CAPTION>

                                       1995              1994
<S>                                 <C>               <C>
Pension liability, a 
component of current liabilities    $  12,471         $   -
Long term pension obligation           94,689           68,093
                                     $107,160          $68,093
                                      =======           ======          
</TABLE>
The Company's projected, accumulated and vested pension obligations
and expense have been actuarially measured through the use of
certain significant assumptions. The table below depicts the
assumptions used to measure the Company's pension obligations and
its net periodic expense.

<TABLE>
<CAPTION>
                               1995        1994          1993
<S>                          <C>         <C>           <C>
Weighted average interest 
rate used to discount 
the projected, accumulated 
and vested benefit
obligations to present value   7.25%        8.5%         7.5%
Expected rate of return 
on plan assets                 8.75%        8.75%        8.75%
Assumed increase in 
compensation levels            2% for       2% for       2% for
                               1 year       2 years      3 years
                               and 4%       and 4%       and 4%
                             thereafter   thereafter   thereafter
</TABLE>

The assumed weighted average interest rate used to discount the
pension obligations to present value is based upon the rates of
return on high-quality, fixed-income investments currently
available. 

The Company's accumulated pension benefit obligation exceeded
assets available for plan benefits and the Company's unfunded
accrued pension obligations by $31.4 million and $17.2 million as
of December 31, 1995 and 1994, respectively. As a result, the
Company recognized at the respective dates an additional minimum
liability and an intangible asset of an equal amount. The increase
in the additional minimum liability and intangible asset as of
December 31, 1995, from a year earlier results principally from the
lower interest rate assumption used to discount the accumulated
pension benefit obligation to present value which reflects the
recent trend of decreasing rates of return available on long term
investments. 

In the first quarter of 1993, as part of the Company's ongoing cost
reduction program, an enhanced retirement package was offered
through December 31, 1994, to employees meeting certain eligibility
requirements. The Company recognized a pretax restructuring charge
of $17.3 million to account for the costs associated with
implementing the enhanced retirement package.

Benefits Other Than Pensions
Substantially all of the Company's retirees are covered under
medical and life insurance plans. 

Retirees who have not yet reached age 65 are entitled to medical
benefits that provide for first-dollar coverage on certain hospital
and surgical services, major medical coverage that contains
retiree-paid deductibles and co-insurance requirements, and a
prescription drug program under which a majority of the cost is
paid by the Company. Retirees who have reached age 65 are covered
by the same plan, except they are not eligible for the prescription
drug program and the payment of plan benefits is coordinated with
Medicare on a nonduplication basis. 

As a result of the collective bargaining agreements with the
Company's represented employees that became effective in September
1993, retirees who have not yet reached age 65 who retire after
January 1, 1995, are covered by a Point of Service plan which
contains retiree paid deductibles and lower out of network
coverage. Such agreements, among other things, limit the Company's
exposure to increased costs of providing these benefits by
requiring retiree contributions should actual costs exceed certain
amounts established under the plan.

Coverage under the medical plan is extended to spouses and
unmarried children with certain age restrictions. Eligibility for
benefits continues beyond the death of the retiree or active
employee eligible to retire.

Life insurance benefits provided to retirees are generally based
upon annual base pay at retirement for salaried employees and
specific amounts for hourly employees.

Effective January 1, 1993, the Company adopted the provisions of
SFAS No. 106. This accounting method required the accrual of the
estimated cost of retirees' medical and other benefits over the
periods during which employees render the service that qualifies
them for such benefits. The provisions of the standard allowed for
a "transition obligation," representing benefits earned in prior
periods by both retirees and current employees, to be recognized in
the period in which the standard was adopted or amortized
prospectively over a period of up to 20 years. The Company elected
to immediately recognize its transition obligation upon adoption,
which as of January 1, 1993, was actuarially determined to be
$303.9 million. 

The amount of net periodic expense for postretirement health care
and life insurance benefits recognized in 1995, 1994 and 1993 is
comprised of the following:
<TABLE>
<CAPTION>

                               1995        1994           1993
<S>                           <C>         <C>           <C>
Service cost-benefits 
earned during period          $ 5,373     $ 7,214       $11,833
Interest cost on accumulated 
postretirement benefit 
obligation                     25,082      20,618        18,548
Net amortization and deferral  (4,693)     (4,680)         -    
                              $25,762     $23,152       $30,381
                               ======      ======        ======
</TABLE>
The actuarially determined net periodic expense in 1995, 1994 and
1993 for retiree medical and life insurance benefits exceeded the
$20.4 million, $13.1 million and $12.4 million cash outlay for
providing such benefits by approximately $5.4 million, $10.0
million and $18.0 million, respectively.

The following table sets forth the components of the accumulated
postretirement benefit obligation and the reconciliation of amounts
recognized as of December 31, 1995 and 1994 :
<TABLE>
<CAPTION>
                                     1995              1994
<S>                                 <C>             <C>
Accumulated postretirement benefit 
obligation attributable to:
Retirees and beneficiaries          $234,058        $184,537
Active employees fully eligible 
for benefits                          25,507          23,649
Other active participants             63,524          66,276
Total accumulated postretirement
benefit obligation                   323,089         274,462
Items not yet recognized:
Actuarial (losses) gains             (18,540)         19,212
Prior service cost                    32,763          38,252
Accrued postretirement benefit 
obligation                          $337,312        $331,926
                                     =======         =======
</TABLE>
The accrued postretirement benefit obligation as of December 31,
1995 and 1994, is classified for financial statement presentation
as follows:
<TABLE>
<CAPTION>
                                       1995           1994
<S>                                  <C>            <C>
Accrued postretirement benefits, 
a component of accrued employment 
costs                                $ 19,419       $ 15,741
Postretirement benefits 
other than pensions                   317,893        316,185
                                     $337,312       $331,926
                                      =======        =======
</TABLE>
The increase in the Company's accumulated postretirement benefit
obligation as of December 31, 1995, compared to 1994 results
primarily from a lower interest rate assumption used to discount
the obligation to present value reflecting the recent trend of
decreasing rates of return available on long term investments.
Consistent with the Company's approach to measuring its accumulated
benefit obligation for pensions, the interest rate used to measure
the obligation as of December 31, 1995, was decreased to 7.25%. The
interest rate used to discount the accumulated postretirement
obligation to present value as of December 31, 1994, was 8.5%. 

The medical cost and administrative expense rates used to project
anticipated cash flows and measure the Company's postretirement
benefit obligation as of December 31, 1995, 1994 and 1993, are as
follows:
<TABLE>

<CAPTION>
                      For retirees who         For retirees who
                        have not yet              are age 65
                       reached age 65              and older 
                     1995   1994    1993    1995    1994     1993
Base medical cost trend:
<S>                  <C>    <C>     <C>     <C>     <C>     <C>   
Rate in first year   9.0%   9.5%    10.0%   8.0%    8.25%    8.5%
Ultimate rate        4.25%  5.5%     4.5%   4.25%    5.5%    4.5%
Year in which 
ultimate rate is 
reached              2003   2003    2003    2003    2003     2003
Major medical cost 
trend:
Rate in first year   11.8%  13.1%   14.4%   N/A      N/A      N/A
Ultimate rate        4.25%   5.5%    4.5%   N/A      N/A      N/A
Year in which 
ultimate rate is 
reached              2003    2003   2003    N/A      N/A      N/A
Administrative 
expense trend        4.25%   5.5%   4.5%    4.25%    5.5%    4.5%
</TABLE>

A one percentage point increase in the assumed health care trend
rates for each future year would have increased the aggregate
service and interest cost components of the net periodic expense by
$2.0 million, $1.9 million and $4.8 million in 1995, 1994 and 1993,
respectively, and would have increased the accumulated
postretirement benefit obligation by $21.1, million and $18.6
million as of December 31, 1995 and 1994, respectively. 

For purposes of measuring life insurance benefits as of December
31, 1995 and 1994, increases in compensation levels were assumed to
be 2% through 1996 and 4% thereafter.

Other
As a condition of the purchase of the Company's assets from NSC,
NSC agreed to retain liability for pension service and the cost of
life and health insurance for employees of the Company's
predecessor business who retired through May 1, 1983. NSC also
retained the liability for pension service through May 1, 1983, for
employees of the predecessor business who became active employees
of the Company.

Note 8
POSTEMPLOYMENT BENEFITS
Effective January 1, 1993, the Company adopted the provisions of
SFAS No. 112. This standard required the Company to recognize the
present value of its obligation to provide certain benefits to
former or inactive employees who are not yet eligible for
retirement. Liabilities associated with (I) workers' compensation,
(ii) severance programs which include medical coverage continuation
and (iii) sickness and accident protection, which includes medical
and life insurance benefits, are the major items comprising the
Company's obligation for postemployment benefits.

Consistent with the assumptions used to measure the Company's
accumulated benefit obligations for pensions and retiree health
care and life insurance benefits, the interest rate used to
discount the accumulated postemployment benefit obligation to
present value as of December 31, 1995 and 1994 was 7.25% and 8.5%,
respectively. 

Other actuarial assumptions and demographic data, as applicable,
that were used to measure the postemployment benefit obligation as
of December 31, 1995 and 1994, were consistent with those used to
measure pension and other postretirement benefit obligations for
each respective year. 

Upon determination as of January 1, 1993, of the accumulated
postemployment transition obligation, and after considering amounts
already accrued, the Company recognized in 1993 a cumulative
accounting charge of $4.0 million to fully recognize its
postemployment benefit obligation as of January 1, 1993.

Note 9
INCOME TAXES
Effective January 1, 1993, the Company adopted the provisions of
SFAS No. 109. Under SFAS No. 109, deferred income tax assets and
liabilities are recognized reflecting the future tax consequences
of net operating loss and tax credit carryforwards and differences
between the tax basis and the financial reporting basis of assets
and liabilities. The components of the Company's deferred income
tax assets and liabilities were as follows:
<TABLE> 
<CAPTION>
                                            December 31,
                                       1995             1994
Deferred tax assets:
<S>                                  <C>            <C>
Net operating loss and tax 
credit carryforwards                 $ 101,325       $ 92,423
Deductible temporary differences:
Inventories                             15,662         16,910
Property, plant and equipment              204         17,044
Pensions and other long term 
liabilities                             16,101         19,840
Postretirement benefits other 
than pensions                          131,779        128,221
Other deductible temporary 
differences                             20,715         17,240
Valuation allowance                    (30,943)       (42,640)
                                       254,843        249,038
      
Deferred tax liabilities:
Accumulated depreciation              (119,393)      (107,975)
Net deferred tax asset                $135,450       $141,063
                                      ========       ========

</TABLE>
As of December 31, 1995, the Company had available, for federal and
state income tax purposes, regular net operating loss carryforwards
of approximately $183.2 million expiring in 2006 through 2008; an
alternative minimum tax credit of approximately $17.8 million; and
general business tax credits of approximately $11.6 million.

In 1995 and 1994, as a result of its deferred tax attributes, the
Company did not generate any liability for regular federal income
tax purposes; however, after utilization of available alternative
minimum tax net operating loss carryforwards of $4.7 million in
1995 and $11.7 million in 1994 and $2.5 million and $1.5 million of
available general business credits in 1995 and 1994, respectively,
the Company recognized alternative minimum taxes of $6.0 million
and $4.6 million in 1995 and 1994, respectively.

As of January 1, 1993, deferred tax liabilities associated with
existing taxable temporary differences exceeded deferred tax assets
from future deductible temporary differences, excluding those
attributable to SFAS No. 106, by approximately $24.6 million. The
recognition by the Company, as of January 1, 1993, of the entire
transition obligation related to adopting the provisions of SFAS
No. 106 resulted in the recognition of a $115.5 million deferred
tax asset. Future operating costs under SFAS No. 106 are expected
to exceed deductible amounts for income tax purposes for many
years. In addition, under current federal tax regulations, should
the Company incur tax losses in future periods, such losses may be
carried forward to offset taxable income for a period of up to 15
years. Based upon the length of the period during which the SFAS
No. 106-generated deferred tax asset can be utilized and the
Company's expectations that under its current business strategy it
will be able to generate taxable income over the long term, the
Company believes that it is more likely than not that future
taxable income will be sufficient to fully offset these future
deductions. 

The length of time associated with the carryforward period
available to utilize net operating losses and certain tax credits
not associated with SFAS No. 106 liabilities, is more definite. A
significant portion of these net operating losses are attributable
to the realization of differences between the tax basis and
financial reporting basis of the Company's fixed assets. In the
aggregate, such differences, including depreciation, are expected
to reverse within the allowable carryforward periods. In addition,
certain tax planning strategies that include, but are not limited
to, changes in methods of depreciation for tax purposes,
adjustments to employee benefit plan funding strategies and
potential sale lease-back arrangements, could be employed to avoid
expiration of the attributes.

Notwithstanding the Company's expectations as to its ability to
fully utilize its deferred tax attributes, the Company, since it
adopted the provisions of SFAS No. 109, has conservatively
recognized a valuation allowance that reduces the carrying value of
its deferred tax attributes on a basis that considers the
individual characteristics of the attributes comprising its
deferred tax assets.

The elements of the Company's deferred income taxes associated with
its results before extraordinary item and cumulative effect of
accounting changes for the years ended December 31, 1995, 1994 and
1993, respectively, along with the allocation of deferred taxes to
other income statement items are as follows:
<TABLE>
<CAPTION>
                               1995      1994         1993               
Current income tax 
provision:
<S>                          <C>        <C>         <C>
Federal                      $(6,014)   $(4,579)     $ -
Deferred income tax 
(provision) benefit:
Federal                      (17,839)   (10,242)     21,421
State                         (2,726)    (1,694)      2,248
Valuation allowance           13,324      9,061     (10,397)
Income tax (provision) 
benefit                      (13,255)    (7,454)     13,272
</TABLE>

Other components of the Company's total income tax 
(provision) benefit are allocated to the consolidated 
statements of income as follows:
<TABLE>
<S>                          <C>         <C>       <C>
Deferred income tax benefit 
allocated to 
extraordinary item             1,627        933       1,536
Deferred income tax benefit 
allocated to cumulative
effect on prior years of 
accounting changes               -          -       128,197
Total income tax (provision) 
benefit                       (11,628)   (6,521)    143,005
                              =======   ========    =======
</TABLE>
The total income tax provision recognized by the Company in 1995
reconciles to that computed under the federal statutory corporate
rate as follows:
<TABLE>
<CAPTION>
                        Income Before        Extraordinary
                        Income Taxes         Item          Total
<S>                      <C>              <C>           <C>
Federal income tax 
(provision) benefit 
computed at statutory 
rate of 35%              $(23,853)        $ 2,921       $(20,932)
State income taxes net 
of federal income tax 
effect                     (2,726)            333         (2,393)
Valuation allowance        13,324          (1,627)        11,697         
                         $(13,255)        $ 1,627       $(11,628)
                          =======          ======        =======
</TABLE>

The total income tax provision recognized by the Company in 1994
reconciles to that computed under the federal statutory corporate
rate as follows:
<TABLE>
<CAPTION>
                             Income Before   Extraordinary
                             Income Taxes      Item        Total
<S>                           <C>            <C>        <C>
Federal income tax 
(provision) benefit computed
at statutory rate of 35%      $ (14,821)      $1,675    $(13,146)
State income taxes net 
of federal income tax effect     (1,694)         191      (1,503)
Valuation allowance               9,061         (933)      8,128         
                              $  (7,454)      $  933     $(6,521)
                               ========        ======     =======
</TABLE>

The total income tax benefit recognized by the Company in 1993
reconciles to that computed under the federal statutory corporate
rate as follows:
<TABLE>
<CAPTION>
                                                Cumulative
                                       Extra-   Effect of
                          Loss Before  ordinary Accounting
                          Income Taxes Item     Changes     Total
<S>                     <C>         <C>       <C>       <C>  
Federal income tax 
benefit computed        $ 19,095    $ 2,748   $149,450  $171,293         
at statutory rate 
of 34%
State income taxes 
net of federal             2,248        324     17,582    20,154
income tax effect
Effect of retroactive 
change in federal
statutory rate to 35% 
and other adjustments      2,326        -         -        2,326
Valuation allowance      (10,397)    (1,536)   (38,835)  (50,768)
                          13,272     $1,536    $128,197  $143,005
                          ======      =====     ======   =======  
 </TABLE>
Note 10
REDEEMABLE STOCKS
In June 1989, the Company sold 1.8 million shares of the Series A
Preferred to the 1989 ESOP. The 1989 ESOP financed the purchase by
issuing to the Company a $26.1 million promissory note, payable
ratably over a 10 year period. Each share of Series A Preferred is
convertible at any time into one share of common stock, subject to
adjustment, is entitled to 10 times the number of votes allotted to
the common stock into which it is convertible, and has a preference
on liquidation over common stock of $5 per share. The Series A
Preferred has no preference over common stock as to dividends. The
Series A Preferred is not intended to be readily tradable on an
established market. As such, shares of Series A Preferred
distributed to 1989 ESOP participants following termination of
service are given a right, exercisable for limited periods
prescribed by law, to cause the Company to repurchase the shares at
fair value. The Company also has a right of first refusal upon
proposed transfers of distributed shares of Series A Preferred
which it has agreed, to the extent it is permitted, to exercise and
to contribute or sell reacquired shares to the 1989 ESOP. In 1994,
the 1989 ESOP was amended to provide that shares of Series A
Preferred reacquired by the 1989 ESOP be reallocated annually among
active employee participants on a per capita basis. If not
repurchased by the Company or reacquired by the 1989 ESOP, shares
of Series A Preferred automatically convert into common stock upon
transfer by a distributee.

In October 1991, the Company issued 0.5 million shares of the
Series B Preferred to Cleveland-Cliffs Inc for a purchase price
equal to the aggregate redemption amount of $25.0 million. The
Series B Preferred was entitled to annual dividends of $6.25 per
share. The Company redeemed all the Series B Preferred in September
1994. In connection with the Series B Preferred issuance, the
Company entered into a supply agreement with a subsidiary of
Cleveland-Cliffs Inc to furnish the Company with the majority of
its iron ore pellet requirements for a 12 year period which began
in 1992 and extends through 2005. Upon redemption, the Series B
Preferred lost its serial designation.

Note 11
STOCK PLANS
The Company has a stock option plan (the '1987 Stock Option Plan')
which provides for 750,000 shares of the Company's common stock to
be available for the granting of options. In 1995, the Company
granted options to purchase 55,000 shares of the Company's common
stock at exercise prices ranging from $4.38 per share to $8.88 per
share. Options covering 521,000 shares were granted in 1994 at an
exercise price of $8.69 per share. Generally, the options granted
under the 1987 Stock Option Plan vest in one-third increments
beginning two years after the grant date, with the remaining
two-thirds becoming exercisable ratably after the third and fourth
years. No stock options were granted in 1993. Options covering
180,000 shares were outstanding as of December 31, 1995, that were
granted prior to 1993 under employment contracts with certain
executive officers at an exercise price of $8.33 per share. All
such options remain outstanding and exercisable. Options granted
under the 1987 Stock Option Plan are exercisable for a maximum of
10 years following the date of grant.

Activity under the 1987 Stock Option Plan is summarized below:
<TABLE>
<CAPTION>
                             1995         1994          1993
<S>                        <C>          <C>           <C>
Options outstanding at 
beginning of period        701,000      240,000       240,000
Granted                     55,000      521,000          -
Repurchased/forfeited       (8,000)     (60,000)         -
Exercised                     -            -             -
Outstanding at end of 
period                     748,000      701,000       240,000

Exercisable at end of 
period                     270,000      180,000       240,000
Available for future 
grant                        2,000       49,000       510,000
</TABLE>

In October 1989, the Company registered 1.5 million shares of its
common stock to be offered over a 5-year period beginning January
1, 1990, to eligible employees through payroll deductions under its
1989 Employee Stock Purchase Plan. In October 1994, the Company
registered an additional 5.0 million shares of its common stock to
be offered over a 5-year period beginning January 1, 1995, to
eligible employees under its 1994 Employee Stock Purchase Plan. The
1994 Employee Stock Purchase Plan provides for participants to
purchase the Company's common stock at 85% of the lesser of the
stock's closing price at the beginning or the end of each year. As
of December 31, 1995, 295,764 shares valued at approximately $0.9
million were issuable in accordance with the 1994 Employee Stock
Purchase Plan. 

During 1991, the Company adopted a deferred compensation plan (the
'Directors' Deferred Compensation Plan') to permit non-employee
members of the Board of Directors to receive shares of common stock
in lieu of cash payments for total compensation or a portion
thereof for services provided in their capacity as a member of the
Board of Directors. The Director's Deferred Compensation Plan
provides for the stock portion of the directors compensation to be
valued at 90% of the lesser of the stock's average trading price at
the beginning and the end of each year. As of December 31, 1995,
36,312 shares valued at $0.1 million were issuable to the directors
who selected deferred compensation. 

Note 12
ESOP FINANCING 
The purchase by the 1989 ESOP of the Series A Preferred was
financed through the issuance of a $26.1 million promissory note to
the Company payable ratably over a 10 year period. The Company's
contribution to the 1989 ESOP for the principal and interest
components of debt service was immediately returned. As such, the
respective interest income and expense on the ESOP notes were
entirely offset within the Company's net financing costs. 

Effective November 1, 1990, the 1989 ESOP entered into a
refinancing, which was guaranteed by the Company, under which $19.0
million of 9.0% ESOP notes were sold to certain institutional
investors. Following this refinancing, the net interest expense
component of the Company's ESOP contribution was included in
interest expense. 

In connection with the Company's sale of $140.0 million of its
Senior Notes in March 1993, the Company purchased the balance of
the outstanding 9.0% ESOP notes which had been reduced to the
principal amount of $14.1 million. Following this purchase, the
Company was reestablished as the sole lender to the 1989 ESOP and,
as such, the interest income and expense related to the 9.0% ESOP
notes are offset within the Company's net financing costs. 

Note 13
EARNINGS PER SHARE
The weighted average number of common and common equivalent shares
used in the calculation of the income (loss) per common share was
43,781,395, 34,469,921 and 26,472,907 for the years ended December
31, 1995, 1994 and 1993, respectively. The shares of Series A
Preferred were excluded from the 1993 calculations due to their
antidilutive effect. The assumed exercise of stock options would
not result in significant dilution in those periods. 

If the 1994 offering of the Company's common stock had taken place
on January 1, 1994, and the net proceeds therefrom along with $32.3
million of the Company's available cash on hand had been used as
previously described, the net income for the year ended December
31, 1994, would have increased to $40.2 million. Accordingly, the
respective net results per share applicable to common stock would
have been net income of $0.92 per common share.

Note 14
ENVIRONMENTAL COMPLIANCE, LEGAL PROCEEDINGS AND COMMITMENTS
Environmental Compliance
The Company, as well as its domestic competitors, is subject to
stringent federal, state and local environmental laws and
regulations concerning, among other things, waste water discharges,
air emission and waste disposal. The Company spent approximately
$3.9 million for pollution control capital projects in 1995. 

Pursuant to agreements entered into between the Company and NSC
under which the Company acquired its operating assets in 1984, NSC
retained liability, including governmental and third-party claims,
arising from environmental violations prior to the acquisition. NSC
also retained liability for cleanup costs, including third-party
claims, related to solid or hazardous waste sites, as long as the
sites were not used by the Company in its operations subsequent to
the acquisition. 

In December 1993, the Company was informed by the West Virginia
Division of Environmental Protection ('DEP') that the United States
Environmental Protection Agency ('EPA') was considering initiating
a 'multimedia' enforcement action against the Company. Multimedia
actions involve coordinated enforcement proceedings related to
water, air and waste-related issues stemming from a number of
federal and state statutes and rules. In October 1995, the Company
received a Notice of Violation from the EPA alleging seven
violations of DEP regulations for air pollution control, which may
result in fines and penalties. Additionally, the EPA has conducted
inspections of the Company's facilities regarding waste-related
issues. The Company has also met with representatives of the EPA
regarding the alleged violations and the Company's environmental
compliance as to water, air and waste-related issues. No multimedia
enforcement action has been commenced against the Company. At this
time, the Company cannot assess the likely outcome of these
matters, but believes that any fines and penalties would not be
material to its financial position or results of operations.
The Company intends to comply with all legal requirements regarding
the environment. New or expanded environmental requirements could
increase the Company's environmental costs in the future. Since the
effect of future requirements are not presently determinable, it is
not possible to predict with a high degree of precision the
ultimate future cost of compliance; however, the Company does not
believe the future costs of environmental compliance or the cost of
current outstanding environmental matters will have a material
effect on its financial position, results of operations or on its
competitive position with respect to other integrated domestic
steelmakers that are generally subject to the same environmental
requirements.

Legal Proceedings
The Company, in the ordinary course of business, is the subject of,
or party to, various pending or threatened legal actions. The
Company believes that any ultimate liability resulting from these
actions will not have a material adverse effect on its financial
position or results of operations. 

Commitments
In October 1991, the Company entered into a supply agreement with
a subsidiary of Cleveland-Cliffs Inc to provide the majority of its
iron ore pellet requirements beginning in 1992 and extending
through 2005.

In July 1993, the Company entered into an agreement with USX
Corporation to purchase blast furnace coke during the remainder of
1993 through December 1996. The agreement provides for the purchase
of 750,000 tons of blast furnace coke in 1996, or the actual annual
requirement of the Company if less than the stated amount. The
price is to be the prevailing market price (subject to a ceiling
and floor) for blast furnace coke determined each October prior to
the delivery year.

Note 15
LINE OF BUSINESS INFORMATION
The Company operates a single line of business, the making and
finishing of carbon steel products including sheet and tin mill
products. In 1995 and 1994, no single customer accounted for 10% or
more of net sales. In 1993 one customer accounted for 11% of net
sales.

Approximately 82% of the Company's workforce is covered under
collective bargaining agreements with the Independent Steelworkers'
Union and Independent Guards' Union. The current collective
bargaining agreements are due to expire in September 1996.

Note 16
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS 
AND SIGNIFICANT GROUP CONCENTRATIONS OF CREDIT RISK
The following methods and assumptions were used to estimate the
fair value of each class of financial instruments for which it is
practicable to estimate that value:
Cash and Equivalents
The carrying amount approximates fair value because of the short
maturity of those investments.

Redeemable Preferred Stock
The fair value of the Series A Preferred stock was determined based
upon an independent appraisal performed as of December 31, 1995 and
1994.

Long Term Debt
The fair values of the Company's long term debt obligations are
estimated based upon quoted market prices. 

The estimated fair values of the Company's financial instruments
are as follows as of December 31, 1995 and 1994, respectively:
<TABLE>
<CAPTION> 
                         1995                   1994
                        Carrying     Fair     Carrying    Fair
                        Amount       Value    Amount      Value
<S>                     <C>        <C>       <C>       <C>
Cash and equivalents    $131,811   $131,811  $ 62,905  $ 62,905
Series A Redeemable 
Preferred stock           25,003      7,113    25,687    15,900
Long term debt 
obligations              407,869    408,231   394,505   392,526
</TABLE>

Significant Group Concentrations of Credit Risk
As of December 31, 1995 and 1994, the Company had trade receivables
outstanding of $17.3 million and $12.8 million, respectively, from
customers who had been acquired in leveraged transactions.



MANAGEMENT RESPONSIBILITY STATEMENT
WEIRTON STEEL CORPORATION
The accompanying consolidated financial statements of the Company
are the responsibility of its management and have been prepared in
conformity with generally accepted accounting principles.

The Company has a system of internal controls, including a Code of
Ethics, designed to provide reasonable assurance that assets are
safeguarded, financial statements are reliable and a high standard
of business conduct is maintained. Management monitors the system
for compliance, and internal auditors independently measure its
effectiveness.

The Company's independent public accountants, Arthur Andersen LLP,
audit its financial statements in accordance with generally
accepted auditing standards. The report of the independent public
accountants is included in this report.

The Board of Directors pursues its oversight role for the financial
statements through its Audit Committee. The Audit Committee
continued its practice of meeting quarterly to review the financial
affairs of the Company and to interface with the internal audit
staff and independent public accountants. Both the independent
public accountants and the internal auditors have full and free
access to the Audit Committee.

Management believes that the existing system of internal controls,
the independent audit and the Audit Committee provide reasonable
assurance that the Company's financial accounting system adequately
maintains accountability for assets, assures the integrity of
financial statements and maintains its commitment to a high
standard of business conduct.


/s/Richard K. Riederer
Richard K. Riederer
President, Chief Executive Officer                                        

/s/Earl E. Davis, Jr.
Earl E. Davis, Jr.
Vice President - Finance &
Chief Financial Officer 

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of Weirton Steel Corporation:

We have audited the accompanying consolidated balance sheets of
Weirton Steel Corporation (a Delaware corporation) and subsidiary
as of December 31, 1995 and 1994, and the related consolidated
statements of income, changes in stockholders' equity and cash
flows for each of the three years in the period ended December 31,
1995. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Weirton Steel Corporation and subsidiary as of December
31, 1995 and 1994, and the consolidated results of their operations
and their cash flows for each of the three years in the period
ended December 31, 1995, in conformity with generally accepted
accounting principles.

As discussed in Notes 7, 8 and 9 to the consolidated financial
statements, effective January 1, 1993, the Company changed its
method of accounting for postretirement benefits other than
pensions, postemployment benefits and income taxes.


/s/Arthur Andersen LLP
Arthur Andersen LLP

Pittsburgh, Pennsylvania 
January 22, 1996




SELECTED FINANCIAL AND STATISTICAL DATA
WEIRTON STEEL CORPORATION
(Dollars in millions, except per share data)
<TABLE>
<CAPTION>
                         1995    1994    1993    1992    1991
<S>                      <C>     <C>     <C>     <C>     <C>
Net sales                1,352   1,261   1,201   1,079   1,036
Operating expenses       1,252   1,212   1,204   1,079   1,083
Depreciation                55      46      49      39      34
Taxes on income           13.3     7.5    (13.3)  (4.8)    (4)
Profit sharing            24.2    17.6      -      -       -
Contribution to ESOP         3       3       3       3      3
Net income (loss)         48.4    35.2   (229.2)  (31.8)  (74.7)
Net income (loss)
per common share           1.10   0.95    (8.78)  (1.40)  (3.49)
Total assets             1,314   1,231   1,241    1,005   1,038
Additions to property
plant and equipment         52     112      14       45     114
Long term debt             408     395     495      491     503
Redeemable preferred
stock, net                  16      14      37       34      31
Working capital            340     256     262      238     273
Cash dividends declared
per common share             -      -       -        -       -
Number of common shares
outstanding at year end
(in thousands)            42014   41654   26338   26211   24013
Number of preferred 
shares outstanding at
year end (in thousands)    1729    1767    2282    2296    2298
Stockholders' equity
(deficit)                   199     149      (1)    231     257
Stockholders' equity
(deficit) per common 
share                      4.73    3.57    (.05)    8.82   10.72
----------------------------------------------------------------  
</TABLE>

<TABLE>                                  
<CAPTION>
Selected Quarterly Financial Data
(unaudited)
(Dollars in millions, except per share data)

                             Quarterly periods in 1995
                             4th    3rd    2nd    1st
----------------------------------------------------------
<S>                         <C>     <C>     <C>    <C>
Net sales                   $337    $341    $319   $355
Gross profit                  34      37      45     56
Operating profit              14      10      26     50
Net income(loss)               3       7       6     32
Net income(loss) 
pershare: on common stock
prior to extraord.item      0.07    0.16    0.29   0.73
Extraordinary item            -      -      (0.15)  -
Net income(loss) per 
share of common stock       0.07    0.16    0.14   0.73
-----------------------------------------------------------
<CAPTION>
                             Quarterly periods in 1994
                             4th    3rd    2nd    1st
----------------------------------------------------------
<S>                         <C>     <C>     <C>    <C>
Net sales                   $304    $296    $336   $325
Gross profit                  34      30      23     37
Operating profit              25       4       3     17
Net income(loss)              18      (4)     18      3
Net income(loss) 
pershare: on common stock
prior to extraord.item      0.50    (.15)   0.63   0.07
Extraordinary item          (.09)    -       -      -
Net income(loss) per 
share of common stock       0.41    (.15)   0.63   0.07
-----------------------------------------------------------
</TABLE>



Weirton Steel Corporation
Board of Directors

Richard R. Burt, Chairman**+
(effective 4/1/96)
Chairman
International Equity Partners, LLP
Washington, DC

Michael Bozic**$
President and CEO
Levitz Furniture Company
Boca Raton, Florida

James B. Bruhn**+
Executive Vice President
Commercial
Weirton Steel Corporation
Weirton, West Virginia

Robert J. D'Anniballe, Jr.*+
Partner
Alpert, D'Anniballe & Visnic
Weirton, West Virginia

Mark G. Glyptis**+=
President
Independent Steelworkers Union
Weirton, West Virginia

Phillip A. Karber * **
Former Corporate Vice President
and Director, Center for Technology
and Public Policy Research
BDM International, Inc.
McLean, Virginia

Joseph J. Nowak$**+=
Former Vice Chairman
Armco, Inc.
Pittsburgh, Pennsylvania

Robert S. Reitman$**=
Chairman, President and CEO
The Tranzonic Companies
Pepper Pike, Ohio

Richard K. Riederer
President, Chief Executive Officer 
and Chief Operating Officer
Weirton Steel Corporation
Weirton, West Virginia

Richard F. Schubert$+
Former President and CEO
The Points of Light Foundation
Washington, DC

Thomas R. Sturges*+
Executive Vice President
The Harding Group
Greenwich, Connecticut

David I.J. Wang * **
Former Executive Vice President
International Paper Company
Naples, Florida

Ronald C. Whitaker*$=
President and CEO
EWI, Incorporated
Southfield, Michigan

*                   Member of Audit Committee
**                  Member of Finance and Strategic Planning Committee
$                   Member of Management Development and Compensation Committee
+                   Member of Corporate Responsibility Committee
=                   Member of Nominating Committee



Executive Officers of the Company
Richard K. Riederer
President, Chief Executive Officer 
and Chief Operating Officer

James B. Bruhn
Executive Vice President - Commercial

Craig T. Costello
Executive Vice President - Manufacturing

David L. Robertson
Executive Vice President
Human Resources and Corporate Law

Earl E. Davis
Vice President of Finance 
and Chief Financial Officer

Thomas W. Evans
Vice President
Materials Management

David M. Gould
Vice President
Economic Development

William R. Kiefer
Vice President - Law and Secretary

Narendra M. Pathipati
Vice President
Corporate Development and Strategy

John H. Walker
Vice President
Operations

Mac S. White, Jr.
Vice President
Engineering

Mark E. Kaplan
Controller and 
Principal Accounting Officer


ESOP Information
Inquiries about Employee Stock Ownership Plan accounts should be
directed to the Weirton Steel Corporation ESOP Administrator at the
Executive Offices.

Stockholder Information
Additional copies of this Annual Report 
or reports filed with the Securities and Exchange Commission, and
copies of the Company's quarterly earnings releases 
can be obtained by writing to:

Investor Relations
Weirton Steel Corporation
400 Three Springs Drive
Weirton, West Virginia 26062-4989
Telephone (304) 797-2728

Faxed copies of the Company's news releases, including quarterly
earnings releases, may be obtained by calling Company News On Call
at (800) 758-5804. This electronic system will request a six-digit
code (961575) and enable you to request specific news releases to
be sent to your fax machine.

Notice of Annual Meeting
A notice of the annual meeting and proxy statement and a proxy
voting card as well as a copy of the current Annual Report will be
mailed to each stockholder prior to the meeting.

Executive Offices
Weirton Steel Corporation
400 Three Springs Drive
Weirton, West Virginia 26062-4989
Telephone (304) 797-2000

Stock Transfer Agent and Registrar
The Company's transfer agent and registrar for its common stock is
KeyCorp Shareholder Services, Inc. of Cleveland, Ohio. Stockholders
wishing to transfer their shares of the Company's common stock to
someone else or to change the name on a stock certificate should
contact the Shareholder Communications Department, KeyCorp
Shareholder Services, Inc., P.O. Box 6477, Cleveland, Ohio
44144-2302, Telephone (800) 542-7792 for assistance.

Independent Public Accountants
The Company's independent public accountants are Arthur Andersen
LLP, 2100 One PPG Place, Pittsburgh, Pennsylvania 15222.