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, 2000

/ /      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, 2000        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
August 1, 2000.



<PAGE>

                         WHEELING-PITTSBURGH CORPORATION
                            AND SUBSIDIARY COMPANIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                   QUARTER ENDED JUNE 30,   SIX MONTHS ENDED JUNE 30,
                                                   ----------------------   -------------------------
                                                     2000         1999        2000        1999
                                                     ----         ----        ----        ----
                                                                     (In thousands)

<S>                                                <C>         <C>         <C>         <C>
Net Sales                                          $ 293,745   $ 255,799   $ 573,339   $ 505,847

Operating Costs
      Cost of goods sold                             252,940     218,189     493,489     456,774
      Depreciation                                    21,535      19,145      41,609      39,360
      Selling, administrative and general expense     17,468      16,584      35,592      32,636
                                                   ---------   ---------   ---------   ---------

                                                     291,943     253,918     570,690     528,770
                                                   ---------   ---------   ---------   ---------

Operating Income (Loss)                                1,802       1,881       2,649     (22,923)

      Interest expense on debt                         9,457       9,231      19,268      18,407
      Other income (expense)                            (344)        222        (691)        703
                                                   ---------   ---------   ---------   ---------

Loss Before Taxes                                     (7,999)     (7,128)    (17,310)    (40,627)

      Tax provision (benefit)                        (41,948)     (1,678)    (46,129)    (14,910)
                                                   ---------   ---------   ---------   ---------

Net Income (Loss)                                  $  33,949   $  (5,450)  $  28,819   $ (25,717)
                                                   =========   =========   =========   =========
</TABLE>








See notes to consolidated financial statements.


<PAGE>

                         WHEELING-PITTSBURGH CORPORATION
                            AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

                                                       JUNE 30,    DECEMBER 31,
                                                         2000           1999
                                                         ----           ----
                                                         (Dollars in thousands)
ASSETS
Current Assets:
      Cash and cash equivalents                      $      --     $      --
      Trade receivables - net                             52,156        57,688

      Inventories:
          Finished and semi-finished products            179,983       158,190
          Raw materials                                   59,260        61,483
          Other materials and supplies                    23,135        28,033
          Excess of LIFO over current cost                 4,489         4,489
                                                     -----------   -----------
                                                         266,867       252,195

      Prepaid expenses and deferred charges                5,622         4,425
                                                     -----------   -----------
                          Total current assets           324,645       314,308

Investments in associated companies                       62,182        64,229
Property, plant and equipment at cost, less
      accumulated depreciation                           658,750       653,234
Deferred income taxes                                    167,348       162,344
Due from affiliates                                       52,729        56,203
Deferred charges and other assets                         26,129        27,704
                                                     -----------   -----------
                                                     $ 1,291,783   $ 1,278,022
                                                     ===========   ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
      Trade payables                                 $   141,140   $   127,448
      Short-term debt                                     92,851        79,900
      Deferred income taxes - current                     27,406        27,406
      Other current liabilities                           89,666        90,309
      Long-term debt due in one year                         545           415
                                                     -----------   -----------
                          Total current liabilities      351,608       325,478

Long-term debt                                           357,048       353,978
Other employee benefit liabilities                       386,949       392,143
Other liabilities                                         30,562        69,626
                                                     -----------   -----------
                                                       1,126,167     1,141,225
                                                     -----------   -----------

Stockholders' Equity:
      Common Stock - $.01 par value - 100
          shares issued and outstanding                     --            --
      Additional paid-in capital                         335,138       335,138
      Accumulated earnings (deficit)                    (169,522)     (198,341)
                                                     -----------   -----------
Total stockholders' equity                               165,616       136,797
                                                     -----------   -----------

                                                     $ 1,291,783   $ 1,278,022
                                                     ===========   ===========




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,
                                                                 2000        1999
                                                                 ----        ----
                                                              (Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                            <C>        <C>
      Net income (loss)                                        $ 28,819   $(25,717)
      Items not affecting cash from
        operating activities:
          Depreciation                                           41,609     39,360
          Other postretirement benefits                          (4,040)    (1,369)
          Income taxes                                          (46,156)    (9,506)
          Equity income in affiliated companies                  (1,834)    (2,472)
          Pension expense                                         1,305      3,036
          (Gain)/loss on disposition of assets                   (1,648)     2,573
      Decrease (increase) in working capital elements:
          Trade receivables                                      (8,618)   (11,006)
          Trade receivables sold                                 14,150      3,225
          Inventories                                           (14,672)   (27,136)
          Other current assets                                   (1,197)   (11,034)
          Trade payables                                         13,692     32,515
          Other current liabilities                                (643)    (1,175)
      Other items - net                                           1,170    (19,529)
                                                               --------   --------

          Net cash provided by (used in) operating activities    21,937    (28,235)
                                                               --------   --------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Plant additions and improvements                          (48,377)   (34,072)
      Investment in affiliates                                      131      2,181
      Dividends from affiliated companies                         3,750      5,000
      Proceeds from sale of property                              2,934        640
                                                               --------   --------

          Net cash used in
              investing activities                              (41,562)   (26,251)
                                                               --------   --------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Long term borrowings                                        3,200      4,612
      Short term borrowings                                      12,951     27,616
      Receivables from affiliates                                 3,474      7,298
      Letter of credit collateralization                           --        8,229
                                                               --------   --------

          Net cash provided by financing activities              19,625     47,755
                                                               --------   --------

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,  2000,   the
      consolidated  statement of operations  for the three and six month periods
      ended June 30, 2000 and 1999 and the consolidated  statement of cash flows
      for the six month  periods ended June 30, 2000 and 1999 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, 2000 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,
      1999. The results of operations for the period ended June 30, 2000 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  $100  million
      Receivables  Facility  agreement  on terms and  conditions  similar to its
      previous facility.  On June 30, 2000, the Company amended the agreement to
      increase  the  program  limit  from  $100  million  to $115  million.  The
      agreement  expires in May 2003.  Accounts  receivable at June 30, 2000 and
      December 31, 1999 exclude $114.2  million and $100 million,  respectively,
      representing uncollected accounts receivable sold with recourse limited to
      the extent of uncollectible  balances. Fees paid by the Company under such
      Receivables  Facility  range  from  approximately  5.91%  to  6.33% 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,  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  expires May 3, 2003.
      Interest rates are based on


<PAGE>

                                      -2-

      the Citibank prime rate plus 1.375% and/or a Eurodollar  rate plus 2.375%.
      The margin over the prime rate and the Eurodollar rate can fluctuate based
      upon performance.  Borrowings outstanding against the RCF at June 30, 2000
      totaled $86.5 million.  Letters of credit  outstanding  under the RCF were
      $2.0 million at June 30, 2000.

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")  and/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  Landfill  will be between $1.5 million and $2.0  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 $9.5 million,  $7.7 million and $1.3 million
      for  1998,  1999 and the first  half of 2000,  respectively.  The  Company
      anticipates spending approximately $29.2 million in the aggregate on major
      environmental  compliance projects through the year 2003,  estimated to be
      spent as follows: $5.8 million in 2000, $8.2 million in 2001, $6.2 million
      in 2002, and $9.0 million in 2003. 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 $14.7 million
      at December 31, 1999 and June 30, 2000.  These  accruals are determined by
      the Company based on all known 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 are 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

      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 2000  totaled  $293.7  million  on
shipments of steel  products  totaling  615,114  tons.  Net sales for the second
quarter of 1999  totaled  $255.8  million on  shipments  of  567,849  tons.  The
increase  in net sales is due to an  increase of 8.3% in volume of tons of steel
products  shipped,  an  increase  of 3.6% in steel  prices,  reflecting  partial
recovery  from the  import-  impacted  prices of the second  quarter of 1999,  a
higher  value-added  mix of products  shipped and increased  sales of coke.  The
increase in tons shipped is primarily  due to the absence of  low-priced  dumped
imports  in the  market  in the  second  quarter  of  2000  as  compared  to the
comparable period in the prior year.

      Second  quarter 2000  operating  costs  increased  to $291.9  million from
$253.9 million in the 1999 second  quarter.  Operating cost per ton increased to
$475 per ton in the 2000  second  quarter  from $447 per ton in the 1999  second
quarter.   The  Company's   second  quarter  1999  operating   costs  include  a
non-recurring  credit of $9.0 million from a 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.
Operating  costs in the second quarter 1999,  absent the  non-recurring  credit,
total $463 per ton. The increase in operating  cost per ton reflects  higher raw
material and energy costs and the cost of making increased  volumes of coke sold
in the open market during the second  quarter of 2000,  partially  offset by the
effect of  higher  production  levels  on fixed  cost  absorption.  The  Company
produced  670,603 tons of raw steel in the 2000 second  quarter and 584,995 tons
in the 1999 second quarter.

      Depreciation expense increased $2.4 million to $21.5 million in the second
quarter  of 2000 from  $19.1  million  in the  comparable  period in 1999 due to
higher  levels of capital  expenditures  and raw steel  production in the second
quarter of 2000 and its effect on the modified units of production  depreciation
method.

      Selling, administrative and general expense for the second quarter of 2000
increased  $0.9 million to $17.5  million from $16.6  million in the  comparable
period  in 1999  due to an  increased  marketing  effort  and  expansion  of the
fabricated products business.

      Interest  expense for the second quarter of 2000 increased $0.2 million to
$9.5 million from the comparable period in 1999 due to increased  borrowings and
higher rates under the Revolving  Credit  Facility  (RCF),  partially  offset by
higher amounts of capitalized interest during the second quarter of 2000.

      Other income  (expense)  decreased $0.6 million to $0.3 million expense in
the second  quarter of 2000,  compared to $0.2 million income in the 1999 second
quarter.  The decrease in other income  reflects  lower equity income from joint
venture  operations,  increased  securitization  fees and lower  royalty  income
earned.



<PAGE>


                                       -4-

      The 2000 second quarter tax benefit reflects an estimated annual effective
tax rate of 44.9%,  and  includes a non-cash  benefit of $38.1  million  for the
settlement of prior years'  federal  taxes.  The 1999 second quarter tax benefit
reflects an estimated  annual  effective tax rate of 36.7%.  The increase in the
2000 effective tax rate during the second quarter  reflects changes in estimated
annual pretax income and in permanent tax differences.

      Net income for the 2000 second quarter  totaled $33.9 million  compared to
1999  second  quarter  net loss  which  totaled  $5.5  million.  Net  income was
favorably impacted by the aforementioned income tax benefit of $38.1 million.

      Net sales for the first six  months  of 2000  totaled  $573.3  million  on
shipments of steel products totaling 1,219,590 tons. Net sales for the first six
months of 1999 totaled $505.8  million on shipments of steel  products  totaling
1,166,515 tons. Average sales prices increased from $434 per ton shipped to $470
per ton  shipped  due to a 3.8%  increase in steel  prices,  reflecting  partial
recovery  from  the  import-impacted  prices  of  1999,  as  well  as  a  higher
value-added  mix of products  sold,  and increased  sales of coke during the six
months of 2000 as compared to the six month period of 1999. The increase in tons
shipped is due to the absence of low-priced  dumped imports in the market in the
first half of 2000 as compared to the comparable period in the prior year.

      Operating  costs  for the first six  months  of 2000  increased  to $570.7
million  or $468 per ton from  $528.8  million or $453 per ton in the 1999 first
six months. The Company's 2000 operating costs include a non-recurring credit of
$7.4 million from  insurance  recoveries  resulting from a temper mill fire. The
increase in  operating  costs is due to the higher raw material and energy costs
and the cost of making  increased  volumes  of coke  sold in the open  market as
compared  to the same period of 1999.  Included in the 1999 six month  operating
costs is $9.0 million of income  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 first six months of 2000, the Company produced  1,260,138 tons
of raw steel as compared to  production  of  1,207,967  tons of raw steel in the
1999 first six months.

      Depreciation  expense increased $2.2 million to $41.6 million in the first
six months of 2000 from $39.4  million in the  comparable  period in 1999 due to
1999 additions and higher levels of raw steel  production in 2000 and its effect
on the modified units of production depreciation method.

      Selling,  administrative  and general  expense for the first six months of
2000  increased  $3.0  million  to  $35.6  million  from  $32.6  million  in the
comparable period in 1999 due primarily to an increased marketing effort in 2000
and expansion of the fabricated products business during 2000.

      Interest  expense for the first six months of 2000  increased $0.9 million
to $19.3 million from the comparable period in 1999 due to increased  borrowings
and higher rates under the RCF and increased long term debt, partially offset by
increased capitalized interest.

      Other income  decreased $1.4 million to $0.7 million  expense in the first
six  months of 2000,  compared  to $0.7  million  income  in the 1999  first six
months.  The decrease in other income  reflects  lower equity  income from joint
venture  operations,  lower royalty  income earned and increased  securitization
fees.

      The 2000 six month tax benefit  reflects an estimated annual effective tax
rate of  44.9%  and  includes  a  non-cash  benefit  of $38.1  million  from the
settlement  of prior  years'  federal  taxes.  The 1999 six  month  tax  benefit
reflects an estimated  annual  effective tax rate of 36.7%.  The increase in the
2000 effective tax rate reflects  changes in estimated  annual pretax income and
in the amount of permanent tax differences.

      Net income for the first six months of 2000 totaled $28.8 million compared
to the 1999 first six months net loss which  totaled $25.7  million.  Net income
was  favorably  impacted  by the  aforementioned  income  tax  benefit  of $38.1
million.



<PAGE>

                                       -5-

FINANCIAL POSITION

      Net cash flow provided by operating activities for the first six months of
2000 totaled $21.9 million. Working capital accounts (excluding cash, short-term
borrowings  and current  maturities of long term debt)  provided $2.7 million of
funds. Accounts receivable increased by $8.6 million,  excluding a $14.2 million
sale of trade receivables under the Receivables  Facility.  Inventories,  valued
principally by the LIFO method for financial reporting purposes,  totaled $266.9
million at June 30, 2000,  an increase of $14.7  million from December 31, 1999.
Trade payables  increased by $13.7  million,  primarily as a result of increased
inventories.

      In the  first six  months  of 2000,  $48.4  million  was spent on  capital
improvements   including  $1.3  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,  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 expires May
3, 2003.  Interest rates are based on the Citibank Prime Rate plus 1.375% and/or
a Eurodollar rate plus 2.375%. The margin over the prime rate and the Eurodollar
rate can fluctuate based upon performance.  Borrowings  outstanding  against the
RCF at June 30, 2000  totaled  $86.5  million and letters of credit  outstanding
under the RCF totaled $2.0 million. The Company anticipates that if steel prices
and demand  remain  weak or  deteriorate  further,  it will need to  renegotiate
certain  covenants in its RCF. There can be no assurance that such covenants can
be renegotiated.

      On May 27, 1999,  the Company  renegotiated  its $100 million  Receivables
Facility agreement on terms and conditions similar to its previous facility.  On
June 30, 2000,  the Company  amended the agreement to increase the program limit
from $100 million to $115 million.  The agreement expires in May 2003.  Accounts
receivable  at June 30, 2000 and December 31, 1999  exclude  $114.2  million and
$100 million,  respectively,  representing  uncollected accounts receivable sold
with recourse limited to the extent of uncollectible  balances. Fees paid by the
Company under such Receivables  Facility range from approximately 5.91% to 6.33%
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  are accounted for by the parent company as a  multi-employer  plan.
The merger eliminated WPC cash funding  obligations  estimated in excess of $135
million.  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 RCF and funds  generated  from  operations.  As a result of  continued
weakness in steel prices and demand,  the Company  anticipates that such sources
will be required to provide the Company with the funds  necessary to satisfy its
working capital and capital expenditure  requirements,  however, there can be no
assurance that alternative sources may not be required,  including advances from
its parent, WHX. External factors, such as worldwide steel production and demand
and currency  exchange rates could also materially  affect the Company's results
of operations and financial condition. During the first half of 2000 the Company


<PAGE>


                                       -6-

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.

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,  as amended by SFAS 137
and 138, 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 markets and sell its products,  the effects of
competition  and pricing,  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>


                                       -7-

PART II         OTHER INFORMATION


Item 6.(a)      Exhibits

                27 Financial Data Schedule




    6.(b)       Report on Form 8-K

                None








<PAGE>


                                       -8-

                                   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 14, 2000