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                   March 31, 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 March 31, 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
April 30, 2000.


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

                                                         Quarter Ended March 31,
                                                         -----------------------
                                                             2000       1999
                                                             ----       ----
                                                             (In thousands)

Net Sales                                                 $ 279,594   $ 250,048
                                                          ---------   ---------

Operating Costs
           Cost of goods sold                               240,549     238,585
           Depreciation                                      20,074      20,215
           Selling, administrative and general expense       18,124      16,052
                                                          ---------   ---------

                                                            278,747     274,852
                                                          ---------   ---------

Operating Income (Loss)                                         847     (24,804)
                                                          ---------   ---------

           Interest expense on debt                           9,811       9,176
           Other income (expense)                              (347)        481
                                                          ---------   ---------

Loss Before Taxes                                            (9,311)    (33,499)
                                                          ---------   ---------

           Tax provision (benefit)                           (4,181)    (13,232)
                                                          ---------   ---------

Net Loss                                                  $  (5,130)  $ (20,267)
                                                          =========   =========



See notes to consolidated financial statements.

<PAGE>

                         WHEELING-PITTSBURGH CORPORATION
                            AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEET


<TABLE>
<CAPTION>
                                                                                  March 31,    December 31,
                                                                                    2000           1999
                                                                                    ----           ----
                                                                                        (Unaudited)
                                                                                (Dollars and shares in thousands)
<S>                                                                             <C>           <C>
ASSETS
Current Assets:
           Cash and cash equivalents                                            $      --     $      --
           Trade receivables - net                                                   69,221        57,688

           Inventories:
                    Finished and semi-finished products                             172,943       158,190
                    Raw materials                                                    66,798        61,483
                    Other materials and supplies                                     24,290        28,033
                    Excess of LIFO over current cost                                  4,489         4,489
                                                                                -----------   -----------
                                                                                    268,520       252,195

           Prepaid expenses and deferred charges                                      4,573         4,425
                                                                                -----------   -----------
                              Total current assets                                  342,314       314,308

Investments in associated companies                                                  62,688        64,229
Property, plant and equipment at cost, less
           accumulated depreciation                                                 661,112       653,234
Deferred income taxes                                                               166,124       162,344
Due from affiliates                                                                  51,803        56,203
Deferred charges and other assets                                                    26,880        27,704
                                                                                -----------   -----------
                                                                                $ 1,310,921   $ 1,278,022
                                                                                ===========   ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
           Trade payables                                                       $   144,752   $   127,448
           Short-term debt                                                           89,690        79,900
           Deferred income taxes - current                                           27,406        27,406
           Other current liabilities                                                102,056        90,309
           Long-term debt due in one year                                               415           415
                                                                                -----------   -----------
                              Total current liabilities                             364,319       325,478

Long-term debt                                                                      353,902       353,978
Other employee benefit liabilities                                                  391,330       392,143
Other liabilities                                                                    69,703        69,626
                                                                                -----------   -----------
                                                                                  1,179,254     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)                                          (203,471)     (198,341)
Total stockholders' equity                                                          131,667       136,797
                                                                                -----------   -----------

                                                                                $ 1,310,921   $ 1,278,022
                                                                                ===========   ===========
</TABLE>

See notes to consolidated financial statements.


<PAGE>

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

<TABLE>
<CAPTION>
                                                                                              Quarter Ended March 31,
                                                                                              2000               1999
                                                                                              ----               ----
                                                                                               (Dollars in thousands)
<S>                                                                                        <C>                <C>
Cash flows from operating activities:
           Net loss                                                                        $ (5,130)          $(20,267)
           Items not affecting cash
                    from operating activities:
                    Depreciation                                                             20,074             20,215
                    Other postretirement benefits                                              (437)             1,270
                    Income taxes                                                             (4,203)           (17,175)
                    Equity income in affiliated companies                                      (840)            (1,378)
                    Pension expense                                                           1,212              1,518
                    (Gain)/loss on disposition of assets                                     (1,654)             2,479
           Decrease (increase) in working capital elements:
                    Trade receivables                                                       (11,533)           (21,672)
                    Inventories                                                             (16,325)            10,151
                    Other current assets                                                       (148)               304
                    Trade payables                                                           17,304             23,509
                    Other current liabilities                                                11,747             14,806
           Other items - net                                                                   (282)            (2,722)
                                                                                           --------           --------

                    Net cash provided by operating activities                                 9,785             11,038
                                                                                           --------           --------

Cash flows from investing activities:
           Plant additions and improvements                                                 (29,204)           (14,848)
           Investment in affiliates                                                          (1,369)             1,031
           Proceeds from sale of assets                                                       2,924               --
           Dividends from affiliated companies                                                3,750              5,000
                                                                                           --------           --------
                    Net cash used in
                            investing activities                                            (23,899)            (8,817)
                                                                                           --------           --------

Cash flows from financing activities:
           Payments on long-term borrowings                                                     (76)               (30)
           Short term debt (payments) borrowings                                              9,790            (17,002)
           Receivables from affiliates                                                        4,400               (149)
           Letter of credit collateralization                                                  --                8,229
                                                                                           --------           --------

                    Net cash provided by (used in) financing activities                      14,114             (8,952)
                                                                                           --------           --------

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 March 31, 2000,
           the  consolidated   statement  of  operations  and  the  consolidated
           statement of cash flows for the three month  periods  ended March 31,
           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 March 31, 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 March 31, 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.  The agreement expires in May 2003.
           Effective  June  1999,  Unimast,  a  wholly-owned  subsidiary  of WHX
           Corporation, withdrew from participation in the Receivables Facility.
           Accounts  receivable  at March 31, 2000 and December 31, 1999 exclude
           $100 million  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 6.01% 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
           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


<PAGE>


                                       -2-

           against the RCF at March 31, 2000 totaled $89.7  million.  Letters of
           credit outstanding under the RCF were $0.1 million at March 31, 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 $0.8 million for 1998,  1999 and the first
           quarter  of 2000,  respectively.  The  Company  anticipates  spending
           approximately  $18.6 million in the aggregate on major  environmental
           compliance  projects through the year 2003,  estimated to be spent as
           follows:  $5.8 million in 2000, $5.7 million in 2001, $4.8 million in
           2002,  and  $2.3  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 March 31, 2000. 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
-------

           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 first  quarter of 2000  totaled  $279.6  million on
shipments  of steel  products  totaling  604,476  tons.  Net sales for the first
quarter of 1999  totaled  $250.0  million on  shipments  of  598,666  tons.  The
increase in net sales is due to an increase of 3.8% in steel prices,  reflecting
partial recovery from the import impacted prices of the first quarter of 1999, a
higher valued mix of products shipped and higher sales of coke.

           First quarter 2000 operating  costs  increased to $278.7 million from
$274.9  million in the 1999 first  quarter.  Operating cost per ton increased to
$461 per ton in the  2000  first  quarter  from  $459 per ton in the 1999  first
quarter.   The  Company's   first  quarter  2000   operating   costs  include  a
non-recurring  credit of $7.4 million from insurance recoveries resulting from a
temper  mill  fire.  Operating  costs in the  first  quarter  2000,  absent  the
non-recurring  credit,  total $473 per ton.  The  increase  in  operating  costs
reflects higher raw material costs and lower fixed costs absorption due to lower
production  levels.  The Company  produced 589,535 tons of raw steel in the 2000
first quarter and 622,972 tons in the 1999 first quarter.

           Depreciation  expense  decreased $0.1 million to $20.1 million in the
first quarter of 2000 from $20.2 million in the comparable period in 1999 due to
lower  levels of capital  expenditures  in 1999,  and lower  levels of raw steel
production  in the  first  quarter  of  2000  and the  effect  on the  units  of
production depreciation method.

           Selling,  administrative and general expense for the first quarter of
2000  increased  $2.0  million  to  $18.1  million  from  $16.1  million  in the
comparable  period  in 1999 due  primarily  to bonus  payments  to all  salaried
employees in the first quarter of 2000.

           Interest expense for the first quarter of 2000 increased $0.6 million
to $9.8 million from the  comparable  period in 1999 due to increased  borrowing
under the RCF.

           Other income (expense) decreased $0.8 million to $0.3 million expense
in the first quarter of 2000,  compared to $0.5 million income in the 1999 first
quarter.  The decrease in other income  reflects  lower equity income from joint
venture operations and lower interest income earned.

           The 2000 and 1999 first quarter tax benefits reflect estimated annual
effective tax rates of 44.9% and 39.5%,  respectively.  The increase in the 2000
effective tax rate during the first quarter reflects changes in estimated annual
pretax income(loss) and in permanent differences.

           Net loss for the 2000 first quarter totaled $5.1 million  compared to
1999 first quarter net loss which totaled $20.3 million.



<PAGE>
                                       -4-

Financial Position
------------------

           Net cash flow  provided by operating  activities  for the first three
months of 2000 totaled $9.8 million.  Working capital accounts  (excluding cash,
short-term  borrowings  and current  maturities of long term debt) provided $1.0
million of funds.  Accounts receivable  increased by $11.5 million due to higher
volume of shipments late in the quarter. Inventories,  valued principally by the
LIFO method for financial  reporting  purposes,  totaled $268.5 million at March
31, 2000, an increase of $16.3 million from December 31, 1999.

           In the first three months of 2000, $29.2 million was spent on capital
improvements including $.8 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 1.25% 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 March 31, 2000 totaled  $89.7  million and letters of credit  outstanding
under the RCF totaled $0.1 million.

           On  May  27,  1999,  the  Company   renegotiated   its  $100  million
Receivables  Facility  agreement 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
Receivables  Facility.  Accounts  receivable  at March 31, 2000 and December 31,
1999  exclude  $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 6.01% 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 is allocated by the common parent and totaled $1.2
million in the first  quarter of 2000 and $1.5  million in the first  quarter of
1999.



<PAGE>


                                       -5-

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.  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 first  quarter of 2000 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
-----------------

           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 proved to be
year 2000 compliant. The year 2000 project addressed all aspects of computing at
the Company 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.  Critical  suppliers and customers are being  monitored
with no major problems identified to date.

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.  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>


                                       -6-

PART II                          Other Information
                                 -----------------


Item 6.(a)                      Exhibits
                                --------

                                27 Financial Data Schedule




     6.(b)                      Report on Form 8-K
                                ------------------

                                None



<PAGE>


                                       -7-

                                   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)



May 12, 2000