FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


/X/      QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended             June 30, 1999
                               -------------------------------------------------


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

For the transition period from ________________ to _____________________________


         For Quarter Ended June 30, 1999     Commission File Number 033-89746


                         WHEELING-PITTSBURGH CORPORATION
             (Exact name of registrant as specified in its charter)


            DELAWARE                                  55-0309927
        (State of Incorporation)                    (I.R.S. Employer
                                                    Identification No.)

            1134 Market Street
              Wheeling, WV                             26003
     (Address of principal executive offices)        (Zip code)


        Registrant's telephone number, including area code: 304-234-2400


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes /X/   No  /  /

The number of shares of Common Stock issued and outstanding was 100 shares as of
July 30, 1999.

<PAGE>

                         WHEELING-PITTSBURGH CORPORATION
                            AND SUBSIDIARY COMPANIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                      Quarter Ended June 30,   Six Months Ended June 30,
                                                      ----------------------   -------------------------
                                                         1999        1998       1999            1998
                                                         ----        ----       ----            ----
                                                                      (In thousands)

<S>                                                   <C>         <C>        <C>         <C>
Net Sales                                             $ 255,799   $ 288,767  $ 505,847   $ 547,888

Operating Costs
         Cost of goods sold                             218,189     236,406    456,774     466,345
         Depreciation                                    19,145      19,581     39,360      39,112
         Selling, administrative and general expense     16,584      15,937     32,636      30,252
                                                      ---------   ---------  ---------   ---------

                                                        253,918     271,924    528,770     535,709
                                                      ---------   ---------  ---------   ---------

Operating Income (Loss)                                   1,881      16,843    (22,923)     12,179

         Interest expense on debt                         9,231       8,743     18,407      18,143
         Other income                                       222       1,824        703       2,100
                                                      ---------   ---------  ---------   ---------

Income (Loss) Before Taxes                               (7,128)      9,924    (40,627)     (3,864)

         Tax provision (benefit)                         (1,678)      3,832    (14,910)     (1,005)
                                                      ---------   ---------  ---------   ---------

Net Income (Loss)                                     $  (5,450)  $   6,092  $ (25,717)  $  (2,859)
                                                      =========   =========  =========   =========
</TABLE>


See notes to consolidated financial statements.

<PAGE>
                         WHEELING-PITTSBURGH CORPORATION
                            AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                       June 30,  December 31,
                                                                        1999          1998
                                                                        ----          ----
                                                                      (Dollars in thousands)
ASSETS
Current Assets:
<S>                                                                  <C>           <C>
         Cash and cash equivalents                                   $      --     $     6,731
         Trade receivables - net                                          47,285        39,504

         Inventories:
                Finished and semi-finished products                      173,449       148,352
                Raw materials                                             88,194        74,988
                Other materials and supplies                              22,206        33,373
                Excess of LIFO over current cost                           2,626         2,626
                                                                     -----------   -----------
                                                                         286,475       259,339

         Prepaid expenses and deferred charges                            17,175         6,141
                                                                     -----------   -----------
                                          Total current assets           350,935       311,715

Investments in associated companies                                       64,366        69,075
Property, plant and equipment at cost, less
         accumulated depreciation                                        655,726       651,086
Deferred income taxes                                                    151,291       147,162
Due from affiliates                                                       37,395        44,693
Deferred charges and other assets                                         29,051        32,636
                                                                     -----------   -----------
                                                                     $ 1,288,764   $ 1,256,367
                                                                     ===========   ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
         Trade payables                                              $   129,130   $    96,615
         Short-term debt                                                  94,615        66,999
         Deferred income taxes - current                                  26,106        27,156
         Other current liabilities                                        76,767        76,892
         Long-term debt due in one year                                      205           217
                                                                     -----------   -----------
                                     Total current liabilities           326,823       267,879

Long-term debt                                                           354,399       349,775
Other employee benefit liabilities                                       404,947       414,955
Other liabilities                                                         57,030        52,476
                                                                     -----------   -----------
                                                                       1,143,199     1,085,085
                                                                     -----------   -----------

Stockholders' Equity:
         Common Stock - $.01 par value - 100
                shares issued and outstanding                               --            --
         Additional paid-in capital                                      335,138       335,138
         Accumulated earnings (deficit)                                 (189,573)     (163,856)
                                                                     -----------   -----------
Total stockholders' equity                                               145,565       171,282
                                                                     -----------   -----------

                                                                     $ 1,288,764   $ 1,256,367
                                                                     ===========   ===========
</TABLE>


See notes to consolidated financial statements.


<PAGE>

                         WHEELING-PITTSBURGH CORPORATION
                            AND SUBSIDIARY COMPANIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                   Six Months Ended June 30,
                                                                        1999          1998
                                                                        ----          ----
                                                                    (Dollars in thousands)
Cash flows from operating activities:
<S>                                                                  <C>        <C>
         Net loss                                                    $(25,717)  $ (2,859)
         Items not affecting cash from
           operating activities:
                Depreciation                                           39,360     39,112
                Other postretirement benefits                          (1,369)    (2,150)
                Income taxes                                           (9,506)     3,307
                Equity income in affiliated companies                  (2,472)    (3,138)
                Pension expense                                         3,036      8,015
                (Gain)/loss on disposition of assets                    2,573        109
         Decrease (increase) in working capital elements:
                Trade receivables                                     (11,006)   (45,960)
                Trade receivables sold                                  3,225     25,000
                Inventories                                           (27,136)       859
                Other current assets                                  (11,034)    18,286
                Trade payables                                         32,515      7,049
                Other current liabilities                              (1,175)     4,000
         Other items - net                                            (19,529)    (8,358)
                                                                     --------   --------

                Net cash provided by (used in) operating activities   (28,235)    43,272
                                                                     --------   --------

Cash flows from investing activities:
         Plant additions and improvements                             (34,072)    (9,869)
         Investment in affiliates                                       2,181       --
         Dividends from affiliated companies                            5,000      5,000
         Proceeds from sale of property                                   640       --
                                                                     --------   --------

                Net cash provided by (used in)
                       investing activities                           (26,251)    (4,869)
                                                                     --------   --------

Cash flows from financing activities:
         Payments on long-term borrowings                               4,612        (54)
         Short term borrowings (payments)                              27,616    (35,106)
         Receivables from affiliates                                    7,298     (4,063)
         Letter of credit collateralization                             8,229        820
                                                                     --------   --------

                Net cash provided by (used in) financing activities    47,755    (38,403)
                                                                     --------   --------

Increase (decrease) in cash and
         cash equivalents                                              (6,731)      --
                                                                     --------   --------

Cash and cash equivalents
         at beginning of period                                         6,731       --

Cash and cash equivalents
         at end of period                                            $   --     $   --
                                                                     ========   ========
</TABLE>


See notes to consolidated financial statements.

<PAGE>

                         WHEELING-PITTSBURGH CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

General

                    The  consolidated  balance  sheet as of June 30,  1999,  the
         consolidated  statement  of  operations  for the  three  and six  month
         periods  ended June 30,  1999 and the  consolidated  statement  of cash
         flows for the six month  periods ended June 30, 1999 and 1998 have been
         prepared by  Wheeling-Pittsburgh  Corporation  ("WPC" or "the Company")
         without audit. In the opinion of management,  all recurring adjustments
         necessary to present fairly the consolidated financial position at June
         30,  1999 and the results of  operations  and changes in cash flows for
         the periods presented have been made.

                    Certain  information  and  footnote   disclosures   normally
         included in financial  statements prepared in accordance with generally
         accepted  accounting  principles  have been condensed or omitted.  This
         quarterly  report on Form 10-Q should be read in  conjunction  with the
         Company's audited consolidated  financial statements for the year ended
         December 31, 1998.  The results of operations for the period ended June
         30, 1999 are not  necessarily  indicative of the operating  results for
         the full year.  Presentation  of earnings  per share is not  meaningful
         since the  Company  is a  wholly-owned  subsidiary  of WHX  Corporation
         ("WHX").

                    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.

Business Segment

                    The Company is primarily engaged in one line of business and
         has  one  industry  segment,  which  is  the  making,   processing  and
         fabricating of steel and steel products. The Company's products include
         hot  rolled  and  cold  rolled  sheet  and  coated   products  such  as
         galvanized,   prepainted   and  tin  mill  sheet.   The  Company   also
         manufactures  a variety of fabricated  steel  products  including  roll
         formed corrugated  roofing,  roof deck, form deck, floor deck, culvert,
         bridge form and other  products  used  primarily  by the  construction,
         highway and agricultural markets.


Note 1 - Sales of Receivables

                    On May 27, 1999, the Company  renegotiated  its  Receivables
         Facility  agreement to sell up to $100 million on terms and  conditions
         similar to its previous  facility.  The agreement  expires in May 2003.
         Effective  June 23, 1999,  Unimast,  a  wholly-owned  subsidiary of WHX
         Corporation,  withdrew from  participation  in the  facility.  Accounts
         receivable at June 30, 1999 and December 31, 1998 exclude $98.2 million
         and $95.0  million,  respectively,  representing  uncollected  accounts
         receivable  sold with recourse  limited to the extent of  uncollectible
         balances.  Fees paid by the  Company  under such  agreement  range from
         approximately  4.9% to 7.42% of the  outstanding  amount of receivables
         sold. Based on the Company's  collection history,  the Company believes
         that  the  credit  risk  associated  with  the  above   arrangement  is
         immaterial.

Note 2 - Revolving Credit Facility

                    On April 30, 1999,  WPSC  entered  into a Third  Amended and
         Restated  Revolving  Credit  Facility  ("RCF") with  Citibank,  N.A. as
         agent.  The RCF,  as  amended,  provides  for  borrowings  for  general
         corporate  purposes up to $150 million and a $25 million  sub-limit for
         Letters of Credit.  The RCF  agreement  expires  May 3, 2003.  Interest
         rates  are  based  on the  Citibank  prime  rate  plus  1.25%  and/or a
         Eurodollar  rate plus  2.25%.  The  margin  over the prime rate and the
         Eurodollar


<PAGE>
                                      -2-

         rate can  fluctuate  based  upon  performance.  Borrowings  outstanding
         against  the RCF at June 30, 1999  totaled  $94.6  million.  Letters of
         credit outstanding under the RCF were $0.1 million at June 30, 1999.

Note 3 - Contingencies

Environmental Matters

                    The Company has been identified as a potentially responsible
         party under the Comprehensive Environmental Response,  Compensation and
         Liability Act  ("Superfund") or similar state statutes at several waste
         sites. The Company is subject to joint and several liability imposed by
         Superfund on potentially  responsible parties. Due to the technical and
         regulatory  complexity  of  remedial  activities  and the  difficulties
         attendant to identifying potentially responsible parties and allocating
         or  determining   liability  among  them,  the  Company  is  unable  to
         reasonably  estimate the ultimate  cost of  compliance  with  Superfund
         laws. The Company believes, based upon information currently available,
         that the  Company's  liability  for clean up and  remediation  costs in
         connection  with the Buckeye  Reclamation  will be between $2.5 million
         and  $3.0  million.  At five  other  sites  (MIDC  Glassport,  Tex-Tin,
         Breslube Penn, Four County  Landfill and Beazer) the Company  estimates
         costs to  aggregate  approximately  $500,000.  The Company is currently
         funding its share of remediation costs.

                    The  Company,  as are  other  industrial  manufacturers,  is
         subject to increasingly  stringent standards relating to the protection
         of the  environment.  In  order to  facilitate  compliance  with  these
         environmental  standards, the Company has incurred capital expenditures
         for  environmental  control projects  aggregating  $12.4 million,  $9.5
         million  and $4.2  million  for 1997,  1998 and the first half of 1999,
         respectively.  The Company  anticipates  spending  approximately  $22.7
         million in the  aggregate on major  environmental  compliance  projects
         through the year 2002,  estimated to be spent as follows:  $6.9 million
         in 1999,  $3.5 million in 2000,  $6.7 million in 2001, and $5.6 million
         in 2002. Due to the possibility of unanticipated  factual or regulatory
         developments,  the amount of future expenditures may vary substantially
         from such estimates.

                    Non-current accrued environmental  liabilities totaled $12.7
         million at December 31, 1998 and $15.3 million at June 30, 1999.  These
         accruals were initially  determined by the Company in 1991 based on all
         then  available  information.  As new  information  becomes  available,
         including  information provided by third parties, and changing laws and
         regulations,  the  liabilities  are reviewed and the accruals  adjusted
         quarterly.  Management believes,  based on its best estimate,  that the
         Company has  adequately  provided for  remediation  costs that might be
         incurred or penalties that might be imposed under present environmental
         laws and regulations.

                    Based upon information  currently  available,  including the
         Company's prior capital expenditures, anticipated capital expenditures,
         consent  agreements  negotiated  with  Federal and state  agencies  and
         information   available   to  the  Company  on  pending   judicial  and
         administrative   proceedings,   the   Company   does  not   expect  its
         environmental  compliance and liability costs, including the incurrence
         of additional fines and penalties,  if any,  relating to the operations
         of its facilities,  to have a material  adverse effect on the financial
         condition or results of operations of the Company.  However, as further
         information  comes into the Company's  possession,  it will continue to
         reassess such evaluations.



<PAGE>
                                       -3-

PART I

Item 2.    Management's Discussion and Analysis

General

         On October 27, 1998,  the Company filed a complaint in Belmont  County,
Ohio against ten trading  companies,  two Japanese mills and three Russian mills
alleging that it had been irreparably  harmed as a result of sales of hot-rolled
steel by the  defendants  at prices  below the cost of  production.  The Company
asked the Court for  injunctive  relief to prohibit  such sales.  On November 6,
1998,  defendants  removed the case from Belmont County to the US District Court
for the  Southern  District  of  Ohio.  The  Company  subsequently  amended  its
complaint  to allege  violations  of the 1916  Antidumping  Act by nine  trading
companies. The amended complaint seeks treble damages and injunctive relief. The
Court dismissed WPC's state law causes of action, but allowed it to proceed with
its claims under the 1916 Antidumping Act. In early June 1999, the U.S. District
Court  issued an order  holding  that  injunctive  relief is not  available as a
remedy  under the 1916  Antidumping  Act.  The Company has  appealed the Court's
decision  to the  Sixth  Circuit  Court of  Appeals.  The  Company  has  reached
out-of-court  settlements with six of the nine steel trading  companies named in
this lawsuit.

         WHX,  the  parent  company  of  WPC,   continues  to  pursue  strategic
alternatives to maximize the value of its portfolio of businesses. Some of these
alternatives have included, and will continue to include selective acquisitions,
divestitures and sales of certain assets. The Company has provided, and may from
time to time in the future,  provide information to interested parties regarding
portions of its businesses for such purposes.

Results of Operations

         Net sales for the second  quarter  of 1999  totaled  $255.8  million on
shipments of steel  products  totaling  567,849  tons.  Net sales for the second
quarter of 1998 totaled  $288.8  million on shipments of 557,920  tons.  Average
sales prices  decreased from $518 per ton shipped to $450 per ton shipped due to
a decrease of 8.4% in steel prices,  reflecting severe pressure on prices due to
the significant  increase in low-priced steel imports,  as well as reduced sales
of coke during the second  quarter of 1999 as compared to the second  quarter of
1998 when the Company was selling  excess  coke  produced  during the  ten-month
strike.

         Second  quarter 1999 operating  costs  decreased to $253.9 million from
$271.9 million in the 1998 second  quarter.  Operating cost per ton decreased to
$447 per ton in the 1999  second  quarter  from $487 per ton in the 1998  second
quarter. The Company's lower operating costs are due to lower raw material costs
and the  absence  of coke  sales as  compared  to the  second  quarter  of 1998.
Included in the 1999 second quarter operating costs is a $9.0 million settlement
with  certain  insurance  carriers  that  releases  and  terminates  all rights,
obligations  and  liabilities  of the  insurance  companies  with respect to the
subject insurance policies.  In the second quarter of 1998, the Company recorded
$9.8  million of income as a result of insurance  recoveries  related to various
environmental  sites. The Company produced 584,995 tons of raw steel in the 1999
second quarter and 620,789 tons in the 1998 second quarter.

         Depreciation  expense  decreased  $0.5 million to $19.1  million in the
second quarter of 1999 from $19.6 million in the  comparable  period in 1998 due
to the lower levels of raw steel  production in 1999 and the effect on the units
of production depreciation method.

         Selling,  administrative  and general expense for the second quarter of
1999  increased  $0.7  million  to  $16.6  million  from  $15.9  million  in the
comparable period in 1998 due primarily to an increased  marketing effort in the
second quarter of 1999.

         Interest  expense for the second quarter 1999 increased $0.5 million to
$9.2 million from the comparable period in 1998 due to increased borrowing under
the Revolving Credit Facility.


<PAGE>
                                       -4-

         Other  income  decreased  $1.6  million  to $0.2  million in the second
quarter of 1999,  compared  to $1.8  million  in the 1998  second  quarter.  The
decrease  in other  income  reflects  lower  equity  income  from joint  venture
operations and lower interest income earned.

         The 1999  second  quarter  tax benefit  reflects  an  estimated  annual
effective tax rate of 36.7%.  The change in annual  effective tax rate is due to
changes in estimates for annual pre tax income and  permanent  tax  adjustments.
The 1998 second quarter tax provision reflects an estimated annual effective tax
rate of 26%.

         Net loss for the 1999 second quarter  totaled $5.5 million  compared to
the 1998 second quarter net income which totaled $6.1 million.

         Net sales for the first six months of 1999  totaled  $505.8  million on
shipments of steel products totaling 1,166,515 tons. Net sales for the first six
months of 1998 totaled  $547.9 million on shipments of 1,088,313  tons.  Average
sales  prices  decreased  from  $503 per ton  shipped  to $434  per ton  shipped
primarily due to a 7.5% decrease in steel prices  reflecting  severe pressure on
prices due to the significant  increase in low-priced steel imports,  as well as
reduced  sales of coke  during the first six months of 1999 as  compared  to the
first six months of 1998.

         Operating  costs for the first six months of 1999  decreased  to $528.8
million from $535.7 million in the 1998 first six months. Operating cost per ton
decreased  to $453 per ton in the 1999 first six months from $492 per ton in the
1998 first six months. The decline in operating costs is due to reduced sales of
coke during the six months of 1999 and lower raw  material  costs as compared to
the same period of 1998. Included in the 1999 six months operating costs is $9.0
million  reflecting a favorable  settlement with certain insurance carriers that
releases and terminates all rights, obligations and liabilities of the insurance
companies with respect to the subject insurance  policies.  In the six months of
1998,  the  Company  recorded  $9.8  million of income as a result of  insurance
recoveries  related to various  environmental  sites. In the first six months of
1999, the Company produced 1,207,967 tons of raw steel as compared to production
of 1,244,503 tons of raw steel in the 1998 first six months.

         Depreciation  expense  increased  $0.3 million to $39.4  million in the
first six months of 1999 from $39.1 million in the comparable period in 1998 due
to the  acquisition of assets in 1998,  partially  offset by the lower levels of
raw  steel  production  in 1999  and  its  effect  on the  units  of  production
depreciation method.

         Selling, administrative and general expense for the first six months of
1999  increased  $2.3  million  to  $32.6  million  from  $30.3  million  in the
comparable  period in 1998 due  primarily  to an increased  marketing  effort in
1999.

         Interest  expense  for the first  six  months  of 1999  increased  $0.3
million to $18.4 million from the comparable period in 1998 due to higher levels
of long-term debt and increased borrowing under the Revolving Credit Facility.

         Other  income  decreased  $1.4 million to $0.7 million in the first six
months of 1999,  compared  to $2.1  million  in the 1998 first six  months.  The
decrease  in other  income  reflects  lower  equity  income  from joint  venture
operations, lower interest income earned and increased securitization fees.

         The 1999  first six month tax  benefit  reflects  an  estimated  annual
effective tax rate of 36.7%, while the 1998 first six month tax benefit reflects
an  estimated  annual  effective  tax  rate of 26%.  The  decrease  in the  1999
effective tax rate reflects changes in estimated annual pretax income and in the
amount of permanent tax adjustments.

         Net loss  for the  first  six  months  of 1999  totaled  $25.7  million
compared to the 1998 first six months net loss which totaled $2.9 million.

<PAGE>
                                       -5-

Financial Position

         Net cash flow used in operating  activities for the first six months of
1999 totaled $28.2 million. Working capital accounts (excluding cash, short-term
borrowings  and  current  maturities  of long term debt)  used $14.6  million of
funds.  Accounts receivable increased by $11.0 million (excluding a $3.2 million
sale of trade  receivables  under  the  Receivables  Facility).  Trade  payables
increased  $32.5  million  primarily  as  a  result  of  increased  inventories.
Inventories,  valued  principally  by the LIFO  method for  financial  reporting
purposes,  totaled $286.5 million at June 30, 1999, an increase of $27.1 million
from December 31, 1998.

         In the first six  months of 1999,  $34.1  million  was spent on capital
improvements   including  $4.2  million  on  environmental   control   projects.
Continuous and substantial capital and maintenance expenditures will be required
to  maintain  and  where  necessary,  upgrade  operating  facilities  to  remain
competitive,  and to  comply  with  environmental  control  requirements.  It is
anticipated that necessary capital expenditures including required environmental
expenditures in future years will approximate depreciation expense and represent
a material use of operating funds.

         On April 30,  1999,  Wheeling-Pittsburgh  Steel  Corporation,  ("WPSC")
entered into a Third Amended and Restated Revolving Credit Facility ("RCF") with
Citibank,  N.A. as agent.  The RCF,  as amended,  provides  for  borrowings  for
general  corporate  purposes up to $150 million and a $25 million  sub-limit for
Letters of Credit.  The RCF agreement  expires May 3, 2003.  Interest  rates are
based on the Citibank Prime Rate plus 1.25% and/or a Eurodollar rate plus 2.25%.
The margin over the prime rate and the Eurodollar  rate can fluctuate based upon
performance.  Borrowings  outstanding  against the RCF at June 30, 1999  totaled
$94.6  million and  letters of credit  outstanding  under the RCF  totaled  $0.1
million.

         On May 27, 1999,  the Company  renegotiated  its  Receivables  Facility
agreement  to sell up to $100  million  on terms and  conditions  similar to its
previous facility.  The agreement expires in May 2003.  Effective June 23, 1999,
Unimast,   a  wholly-owned   subsidiary  of  WHX   Corporation,   withdrew  from
participation in the facility. Accounts receivable at June 30, 1999 and December
31, 1998 exclude $98.2  million and $95.0  million,  respectively,  representing
uncollected  accounts  receivable  sold with  recourse  limited to the extent of
uncollectible balances. Fees paid by the Company under such agreement range from
approximately 4.9% to 7.42% of the outstanding amount of receivables sold. Based
on the Company's  collection history,  the Company believes that the credit risk
associated with the above arrangement is immaterial.

         Effective May 31, 1998, WHX merged WPC's defined  benefit  pension plan
with those of its wholly owned Handy & Harman  ("H&H")  subsidiary.  The pension
obligations  will be  accounted  for by the parent  company as a  multi-employer
plan. The merger will eliminate WPC cash funding obligations estimated in excess
of  $135.0  million  over the next  four  years.  WPC  pension  expense  will be
allocated and charged  quarterly,  and will offset the net prepaid pension asset
recorded by the common parent.


Liquidity

         Short-term  liquidity  is  dependent,  in large part,  on cash on hand,
investments,  general  economic  conditions and their effect on steel demand and
prices.  Long-term  liquidity is dependent upon the Company's ability to sustain
profitable  operations and control costs during periods of low demand or pricing
in order to sustain  positive  cash flow.  The  Company  satisfies  its  working
capital requirements through the Receivables  Facility,  borrowing  availability
under the Revolving  Credit  Facility and funds generated from  operations.  The
Company  believes that such sources will provide the Company for the next twelve
months  with  the  funds  required  to  satisfy   working  capital  and  capital
expenditure  requirements.  External factors, such as worldwide steel production
and demand and currency  exchange  rates could  materially  affect the Company's
results of operations.  During the 1999 second quarter,  the Company had minimal
activity with respect to futures contracts,  and the impact of such activity was
not material to the Company's financial condition or results of operations.


<PAGE>
                                       -6-

Year 2000 Project

         WPC's  company wide Year 2000 Project is  proceeding  on schedule.  The
project addresses all aspects of computing at WPC including  mainframe  systems,
external  data  interfaces  to  customers,   suppliers,  banks  and  government,
mainframe  controlling software,  voice and data systems,  internal networks and
personal  computers,  plant process  control  systems,  building  controls,  and
surveying WPC's major suppliers and customers to assure their readiness.

         Mainframe  business  systems,   external  data  interfaces,   mainframe
software,  voice and data systems and internal  networks and personal  computers
are 100% Year 2000 compliant;  95% of the process control and auxiliary  systems
are currently Year 2000 compliant. Process control and auxiliary systems will be
100%  compliant in the third  quarter of 1999.  Building  controls are Year 2000
compliant  at this  time.  Supplier  and  customer  surveys  are 100%  complete.
Critical  suppliers  are  expected to be 100%  compliant by the end of the third
quarter.

         The total costs  associated with the required  modifications  to become
Year 2000  compliant is not expected to be material to the  Company's  financial
condition or results of  operations.  The estimated  total cost of the Year 2000
Project is $2.3 million.  The total amount  expended on the project through June
30,  1999 is $2.0  million.  Funds are being  provided  to the  project  through
departmental expenses budgeted for at the beginning of this project.

         Failure to correct a Year 2000 problem could result in an  interruption
of certain normal  business  activities or operations.  The Year 2000 project is
expected to  eliminate  any issues that would  cause such an  interruption.  WPC
believes that the  implementation of the Year 2000 project changes will minimize
any  interruptions.  WPC is currently in the process of  developing  contingency
plans regarding component failure of any Year 2000 non-compliant  segment of our
business and our critical suppliers.




<PAGE>
                                       -7-

New Accounting Standard

         In June 1998, the Financial Accounting Standards Board issued Statement
of  Financial   Accounting   Standards  No.  133,   "Accounting  for  Derivative
Instruments and Hedging Activities"  (SFAS133).  This pronouncement requires all
derivative  instruments  to be  reported  at fair  value on the  balance  sheet;
depending on the nature of the derivative instrument, changes in fair value will
be  recognized  either in net  income or as an  element  of other  comprehensive
income.  SFAS 133 is effective for fiscal years  beginning  after June 15, 2000.
The Company has not engaged in  significant  activity with respect to derivative
instruments or hedging activities in the past. Management of the Company has not
yet determined the impact,  if any, of the adoption of SFAS 133 on the Company's
financial position or results of operations.

                                     ******

         When  used in the  Management's  Discussion  and  Analysis,  the  words
"anticipate",  "estimate"  and  similar  expressions  are  intended  to identify
forward-looking  statements  within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act, which are intended to be covered by the
safe harbors created thereby.  Investors are cautioned that all  forward-looking
statements  involve risks and uncertainty,  including  without  limitation,  the
ability of the Company to develop  market and sell its products,  the effects of
competition and pricing, and Company and industry shipment levels.  Although the
Company believes that the assumptions underlying the forward-looking  statements
are reasonable, any of the assumptions could be inaccurate, and therefore, there
can be no assurance that the  forward-looking  statements  included  herein will
prove to be accurate.




<PAGE>
                                       -8-

PART II     Other Information


Item 6.(a)  Exhibits

            27 Financial Data Schedule




    6.(b)   Report on Form 8-K

            None








<PAGE>
                                       -9-

                                   SIGNATURES



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                        WHEELING-PITTSBURGH CORPORATION




                                        /s/    P. J. Mooney
                                        --------------------------------
                                               P. J. Mooney
                                               Chief Financial Officer
                                               (Principal Financial Officer and
                                               Principal Accounting Officer)



August 12, 1999