FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

For the quarterly period ended       September 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 September 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
October 29, 1999.


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

<TABLE>
<CAPTION>

                                                   Quarter Ended Sept. 30,    Nine Months Ended Sept. 30,
                                                   -----------------------    ---------------------------
                                                         1999        1998      1999        1998
                                                         ----        ----      ----        ----
                                                                    (In thousands)

<S>                                                   <C>         <C>        <C>         <C>
Net Sales                                             $ 282,358   $ 297,717  $ 788,205   $ 845,605
---------

Operating Costs
         Cost of goods sold                             243,715     252,470    700,489     718,815
         Depreciation                                    19,738      19,456     59,098      58,568
         Selling, administrative and general expense     15,810      15,660     48,446      45,912
                                                      ---------   ---------  ---------   ---------

                                                        279,263     287,586    808,033     823,295
                                                      ---------   ---------  ---------   ---------

Operating Income (Loss)                                   3,095      10,131    (19,828)     22,310

         Interest expense on debt                         9,691       9,145     28,098      27,288
         Other income (expense)                            (491)      1,472        212       3,572
                                                      ---------   ---------  ---------   ---------

Income (Loss) Before Taxes                               (7,087)      2,458    (47,714)     (1,406)

         Tax provision (benefit)                         (3,078)        499    (17,988)       (506)
                                                      ---------   ---------  ---------   ---------

Net Income (Loss)                                     $  (4,009)  $   1,959  $ (29,726)  $    (900)
                                                      =========   =========  =========   =========
</TABLE>




See notes to consolidated financial statements.


<PAGE>

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

                                                                    September 30, December 31,
                                                                         1999       1998
                                                                         ----       ----
                                                                     (Dollars in thousands)
ASSETS
Current Assets:
<S>                                                                  <C>           <C>
         Cash and cash equivalents                                   $      --     $     6,731
         Trade receivables - net                                          55,736        39,504

         Inventories:
                Finished and semi-finished products                      180,235       148,352
                Raw materials                                             78,399        74,988
                Other materials and supplies                              20,947        33,373
                Excess of LIFO over current cost                           2,626         2,626
                                                                     -----------   -----------
                                                                         282,207       259,339

         Prepaid expenses and deferred charges                            16,766         6,141
                                                                     -----------   -----------
                          Total current assets                           354,709       311,715

Investments in associated companies                                       63,940        69,075
Property, plant and equipment at cost, less
         accumulated depreciation                                        648,586       651,086
Deferred income taxes                                                    148,027       147,162
Due from affiliates                                                       42,279        44,693
Deferred charges and other assets                                         28,134        32,636
                                                                     -----------   -----------
                                                                     $ 1,285,675   $ 1,256,367
                                                                     ===========   ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
         Trade payables                                              $   105,924   $    96,615
         Short-term debt                                                 112,243        66,999
         Deferred income taxes - current                                  26,106        27,156
         Other current liabilities                                        86,982        76,892
         Long-term debt due in one year                                      200           217
                                                                     -----------   -----------
                          Total current liabilities                      331,455       267,879

Long-term debt                                                           354,375       349,775
Other employee benefit liabilities                                       401,058       414,955
Other liabilities                                                         57,231        52,476
                                                                     -----------   -----------
                                                                       1,144,119     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)                                 (193,582)     (163,856)
Total stockholders' equity                                               141,556       171,282
                                                                     -----------   -----------

                                                                     $ 1,285,675   $ 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>

                                                                     Nine Months Ended Sept. 30,
                                                                       1999        1998*
                                                                       ----        -----
                                                                    (Dollars in thousands)
Cash flows from operating activities:
<S>                                                                  <C>        <C>
         Net loss                                                    $(29,726)  $   (900)
         Items not affecting cash from
           operating activities:
                Depreciation                                           59,098     58,568
                Other postretirement benefits                          (4,678)    (4,650)
                Income taxes                                           (6,773)    17,761
                Equity income in affiliated companies                  (3,077)    (5,074)
                Pension expense                                         4,554      8,894
                (Gain)/loss on disposition of assets                    2,718        109
         Decrease (increase) in working capital elements:
                Trade receivables                                     (19,457)   (44,362)
                Trade receivables sold                                  3,225     26,000
                Inventories                                           (22,868)   (28,487)
                Other current assets                                  (10,625)    21,619
                Trade payables                                          9,309      7,757
                Other current liabilities                               9,040     11,868
         Other items - net                                            (20,010)   (13,457)
                                                                     --------   --------

                Net cash provided by (used in) operating activities   (29,270)    55,646
                                                                     --------   --------

Cash flows from investing activities:
         Plant additions and improvements                             (47,024)   (22,706)
         Investment in affiliates                                       3,212       --
         Dividends from affiliated companies                            5,000      5,000
         Proceeds from sale of property                                   881       --
                                                                     --------   --------

                Net cash provided by (used in)
                       investing activities                           (37,931)   (17,706)
                                                                     --------   --------

Cash flows from financing activities:
         Long-term borrowings (payments)                                4,583        (91)
         Short term borrowings (payments)                              45,244    (22,599)
         Receivables from affiliates                                    2,414    (16,470)
         Letter of credit collateralization                             8,229      1,220
                                                                     --------   --------
                Net cash provided by (used in) financing activities    60,470    (37,940)
                                                                     --------   --------

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>

* Reclassified
See notes to consolidated financial statements.

<PAGE>
                         WHEELING-PITTSBURGH CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

General

                    The consolidated balance sheet as of September 30, 1999, the
         consolidated  statement  of  operations  for the three  and nine  month
         periods ended September 30, 1999 and the consolidated statement of cash
         flows for the nine month periods ended September 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  September  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
         September  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 September  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>

         rate can  fluctuate  based  upon  performance.  Borrowings  outstanding
         against the RCF at September 30, 1999 totaled $112.2  million.  Letters
         of credit  outstanding under the RCF were $0.1 million at September 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 $5.7  million  for 1997,  1998 and the first nine months of
         1999,  respectively.  The Company  anticipates  spending  approximately
         $18.7  million  in the  aggregate  on  major  environmental  compliance
         projects through the year 2002, estimated to be spent as follows:  $6.2
         million in 1999,  $2.7 million in 2000,  $4.7 million in 2001, and $5.1
         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 $15.1  million at September  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>

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 third  quarter  of 1999  totaled  $282.4  million  on
shipments  of steel  products  totaling  614,452  tons.  Net sales for the third
quarter of 1998  totaled  $297.7  million on  shipments  of  591,043  tons.  The
decrease in net sales is due to a decrease of 6.0% in steel  prices,  reflecting
severe  pressure on prices due to the significant  increase in low-priced  steel
imports,  a lower valued mix of products  shipped and lower sales of coke. Sales
of coke  during the third  quarter of 1999 were lower than the third  quarter of
1998 when the Company was selling excess coke.

         Third quarter 1999  operating  costs  decreased to $279.3  million from
$287.6  million in the 1998 third  quarter.  Operating cost per ton decreased to
$454 per ton in the  1999  third  quarter  from  $487 per ton in the 1998  third
quarter.  The  Company's  lower  operating  costs are due to lower raw  material
costs, lower fixed cost absorption due to a higher volume of shipments,  and the
absence of coke sales as compared to the third quarter of 1998.  Included in the
1998  third  quarter   operating  costs  are  unfavorable   physical   inventory
adjustments of $4.5 million.  The Company  produced 602,666 tons of raw steel in
the 1999 third quarter and 617,303 tons in the 1998 third quarter.

         Depreciation  expense  increased  $0.2 million to $19.7  million in the
third quarter of 1999 from $19.5 million in the comparable period in 1998 due to
the acquisition of assets during 1998 and 1999, partially offset by 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 third quarter of
1999  increased  $0.1  million  to  $15.8  million  from  $15.7  million  in the
comparable period in 1998 due primarily to an increased  marketing effort in the
third quarter of 1999.

         Interest  expense for the third quarter of 1999  increased $0.5 million
to $9.7 million from the  comparable  period in 1998 due to increased  borrowing
under the Revolving Credit Facility.


<PAGE>
         Other income  (expense)  decreased $2.0 million to $0.5 million expense
in the third quarter of 1999,  compared to $1.5 million income in the 1998 third
quarter.  The decrease in other income  reflects  lower equity income from joint
venture operations and lower interest income earned.

         The 1999  third  quarter  tax  benefit  reflects  an  estimated  annual
effective tax rate of 37.7%.  The increase in the 1999 effective tax rate during
the third  quarter  reflects  changes in estimated  annual  pretax income and in
permanent  differences.  The  effect  of the  change  in  effective  tax rate is
reflected in the third quarter tax benefit. The 1998 third quarter tax provision
reflects an estimated annual effective tax rate of 36%.

         Net loss for the 1999 third  quarter  totaled $4.0 million  compared to
1998 third quarter net income which totaled $2.0 million.

         Net sales for the nine month period of 1999 totaled  $788.2  million on
shipments of steel  products  totaling  1,780,967  tons.  Net sales for the nine
month period of 1998  totaled  $845.6  million on  shipments of 1,679,356  tons.
Average sales prices decreased from $504 per ton shipped to $443 per ton shipped
primarily due to a 5.6% decrease in steel prices  reflecting  severe pressure on
prices due to the  significant  increase in low-priced  steel imports.  Sales of
coke  during the nine month  period of 1999 were less than the sales  during the
comparable  period of 1998 when the  Company was  selling  excess coke  produced
during the ten-month strike.

         Operating  costs for the nine month period of 1999  decreased to $808.0
million from $823.3 million in the comparable period of 1998. Operating cost per
ton decreased to $454 per ton in the 1999 nine month period from $490 per ton in
the comparable  period of 1998. The decline in operating costs is due to reduced
sales of coke during the nine month period of 1999 and lower raw material  costs
as  compared  to the same  period  of 1998.  Included  in the  1999  nine  month
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 nine month period of 1998, the Company recorded $9.8 million of
income as a result of  insurance  recoveries  related to  various  environmental
sites. In the first nine months of 1999, the Company produced  1,810,633 tons of
raw steel as compared to production  of 1,861,806  tons of raw steel in the 1998
first nine months.

         Depreciation  expense  increased  $0.5 million to $59.1  million in the
nine month period of 1999 from $58.6  million in the  comparable  period of 1998
due to the acquisition of assets in 1998 and 1999, 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 nine month period
of 1999  increased  $2.5  million to $48.4  million  from  $45.9  million in the
comparable period of 1998 due primarily to an increased  marketing effort during
1999.

         Interest  expense  for the nine  month  period of 1999  increased  $0.8
million to $28.1  million  from the  comparable  period in 1998 due to increased
borrowing under the Revolving Credit Facility.

         Other income  decreased  $3.4 million to $0.2 million in the nine month
period of 1999,  compared  to $3.6  million in the 1998 nine month  period.  The
decrease  in other  income  reflects  lower  equity  income  from joint  venture
operations and lower interest income earned.

         The 1999 nine month tax benefit  reflects an estimated annual effective
tax rate of 37.7%.  The increase in the 1999 effective tax rate reflects changes
in estimated annual pretax income and permanent differences. The 1998 nine month
tax benefit reflects an estimated annual effective tax rate of 36%.

         Net  loss for the nine  month  period  of 1999  totaled  $29.7  million
compared to the 1998 nine month net loss which totaled $0.9 million.


<PAGE>
                                       -5-

FINANCIAL POSITION

         Net cash flow used in operating activities for the first nine months of
1999 totaled $29.3 million. Working capital accounts (excluding cash, short-term
borrowings  and  current  maturities  of long term debt)  used $31.4  million of
funds.  Accounts receivable increased by $19.5 million (excluding a $3.2 million
sale of trade receivables under the Receivables Facility).  Inventories,  valued
principally by the LIFO method for financial reporting purposes,  totaled $282.2
million at September  30, 1999,  an increase of $22.9  million from December 31,
1998.

         In the first nine  months of 1999,  $47.0  million was spent on capital
improvements   including  $5.7  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  September  30,  1999
totaled $112.2 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 September 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


<PAGE>


                                       -6-

exchange  rates could  materially  affect the Company's  results of  operations.
During the 1999 third 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.

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.

         Management   believes   mainframe   business  systems,   external  data
interfaces,  mainframe  software,  voice and data  systems,  internal  networks,
personal  computers  and  building  controls,  as well as  process  control  and
auxiliary  systems are, in all material  respects Year 2000 compliant.  Supplier
and customer surveys are 100% complete.  Critical  suppliers have been monitored
and alternatives for those representing to be non-compliant have been selected.

         The total costs  associated with the Year 2000 project are 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 September 30, 1999 is $2.1 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.  WPC believes that the
implementation of the Year 2000 project changes will minimize any interruptions.
WPC has developed  year-end  contingency  operating and staffing plans to assure
coverage of critical systems during the Year 2000 date rollover.



<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,  Company and industry shipment levels and the effect of
Year 2000 on the Company,  its  customers  and  suppliers.  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)



November 5, 1999