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     March 31, 1998


/ /      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, 1998            COMMISSION FILE NUMBER 


                         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 / /  No /X/

The number of shares of Common Stock issued and outstanding was 100 shares as of
May 14, 1998.



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

                                                         QUARTER ENDED MARCH 31,
                                                       1998              1997
                                                 (In thousands except per share)

NET SALES                                              $259,121      $ 79,014
---------

OPERATING COSTS
  Cost of goods sold                                    229,939       113,153
  Depreciation                                           19,531        10,577
  Selling, administrative and general expense            14,315        12,389
                                                       --------      --------
                                                        263,785       136,119
                                                       --------      --------

OPERATING LOSS                                           (4,664)      (57,105)
  Interest expense on debt                                9,400         5,999
  Other income (expense)                                    276         1,208
                                                       --------       -------

LOSS BEFORE TAXES                                       (13,788)      (61,896)

        Tax benefit                                      (4,837)      (21,645)
                                                       --------      --------

NET LOSS                                              $  (8,951)     $(40,251)
                                                      =========      ========


See notes to consolidated financial statements.



<PAGE>
                         WHEELING-PITTSBURGH CORPORATION
                            AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

                                                  MARCH 31,         DECEMBER 31,
                                                    1998              1997
                                               (Dollars and shares in thousands)
ASSETS
Current Assets:
  Cash and cash equivalents                       $     --          $     --
  Trade receivables - net                           57,084            44,569
  Inventories:
    Finished and semi-finished products            172,229           149,550
    Raw materials                                   79,370           103,735
    Other materials and supplies                    20,448            19,811
    Excess of LIFO over current cost               (17,239)          (17,239)
                                                ----------          ---------
                                                   254,808           255,857

  Other current assets                              17,982            24,938
                                                ----------          --------
           Total current assets                    329,874           325,364

Investments in other companies                      64,701            68,742
Property, plant and equipment at cost, less
    accumulated depreciation and amortization      681,332           694,108
Deferred income taxes                              204,666           196,966
Intangible asset-pensions                           76,714            76,714
Due from affiliates                                 17,614            27,955
Deferred charges and other assets                   34,899            34,719
                                                ----------        ----------
                                                $1,409,800        $1,424,568
                                                ==========        ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
        Trade payables                          $  131,171        $  116,559
        Short-term borrowings                       56,072            89,800
        Deferred income taxes - current             43,099            32,196
        Other current liabilities                   71,873            77,441
        Long-term debt due in one year                 212               199
                                                ---------        -----------
            Total current liabilities              302,427           316,195

Long-term debt                                     349,864           349,904
Pension liability                                  172,767           166,652
Other employee benefit liabilities                 429,026           427,125
Other liabilities                                   49,955            49,980
                                                ----------       -----------
                                                 1,304,039         1,309,856
                                                ----------       -----------

Stockholders' Equity:
   Common Stock - $.01 par value - 100
        shares issued and outstanding                   --               --
   Additional paid-in capital                      272,065          272,065
   Accumulated earnings (deficit)                 (166,304)        (157,353)
                                               -----------      -----------
Total stockholders' equity                         105,761          114,712
                                               -----------      -----------

                                                $1,409,800       $1,424,568
                                                ==========      ===========

See notes to consolidated financial statements.


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

                                                                   QUARTER ENDED MARCH 31,
                                                                      1998       1997
                                                                      ----       ----
                                                                 (Dollars in Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                <C>         <C>      
        Net income (loss) ......................................   $ (8,951)   $(40,251)
        Non cash expenses:
             Depreciation ......................................     19,531      10,577
             Other postemployment benefits .....................      2,150        --
             Income taxes ......................................        322     (21,927)
             Equity income in affiliated companies .............       (958)       (931)
             Pension expense ...................................      5,556        --
        Decrease (increase) in working capital elements:
             Trade receivables .................................    (28,015)     10,789
             Trade receivables sold ............................     15,500        --
             Inventories .......................................      1,049     (19,101)
             Other current assets ..............................      6,956      (3,193)
             Trade payables ....................................     14,612      (5,993)
             Other current liabilities .........................      5,335      18,401
        Other items - net ......................................      2,008      12,072
                                                                   --------    --------

             Net cash provided by (used in) operating activities     35,095     (39,557)
                                                                   --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
        Plant additions and improvements .......................     (6,755)     (2,188)
        Dividends from affiliates ..............................      5,000       2,500
                                                                   --------    --------

             Net cash provided by (used in)
                   investing activities ........................     (1,755)        312
                                                                   --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
        Payments on long-term borrowings .......................        (27)     (1,894)
        Short term borrowings (payments) .......................    (33,728)       --
        Letter of credit collateralization .....................        415         400
                                                                   --------    --------

             Net cash provided by (used in) financing activities    (33,340)     (1,494)
                                                                   --------    --------

INCREASE (DECREASE) IN CASH AND
        CASH EQUIVALENTS .......................................       --       (40,739)

Cash and cash equivalents
        at beginning of period .................................       --        35,950

CASH AND CASH EQUIVALENTS
        AT END OF PERIOD .......................................   $   --      $ (4,789)
                                                                   ========    ========
</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, 1998, the consolidated
statement of  operations  and the  consolidated  statement of cash flows for the
three  month  periods  ended  March 31,  1998 and 1997,  have been  prepared  by
Wheeling-Pittsburgh  Corporation  ("WPC" or "the Company") without audit. In the
opinion  of  management,   all  adjustments  necessary  to  present  fairly  the
consolidated  financial position at March 31, 1998 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.  The results of operations  for the
period  ended March 31, 1998 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 affected 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,  bridge form and
other  products used  primarily by the  construction,  highway and  agricultural
markets.

NOTE 1 - CORPORATE REORGANIZATION

        FORMATION OF WHX CORPORATION

         On July 26, 1994 the Company and its subsidiaries  were reorganized and
a new holding company,  WHX, was formed.  Upon  effectiveness of the merger each
share of then  outstanding  WPC Common Stock,  WPC Series A Preferred  Stock and
each WPC warrant were converted  into a share of WHX Common Stock,  WHX Series A
Preferred Stock and a WHX Warrant, respectively. WHX also assumed the obligation
to purchase the Redeemable Common Stock of the ESOP and guaranteed substantially
all of the Company's then outstanding indebtedness.

         The merger was  accounted  for as a  reorganization  of entities  under
common  control  whereby  the basis of assets and  liabilities  were  unchanged.
Pursuant to their merger agreement the Company  contributed the capital stock of
the following  subsidiaries to WHX: WP Land Company,  Wheeling-Pittsburgh  Radio
Corporation (and its subsidiaries) and Wheeling-Pittsburgh  Capital Corporation.
Additionally,  the Company  contributed  the cash and marketable  securities and
certain real property and  leasehold  interests to WHX. WPC retained the capital
stock of the remaining steel-related subsidiaries' equity investments.

         Prior to the Corporate Reorganization,  the operations of the non-steel
subsidiaries,  and the  income and gains and  losses  from the cash,  marketable
securities  and real  estate,  were  included  in the  consolidated  results  of
operations of the Company. Following the Corporate Reorganization,  such results
were  included  only in the  consolidated  results of WHX. At March 31, 1998 and
December 31, 1997,  amounts due from affiliates  totaled $17.6 million and $28.0
million,  respectively.  These amounts reflect cash advances between affiliates,
dividends paid by WPC on behalf of WHX, intercompany tax allocations and working
capital advances to Unimast,  Inc.,  ("Unimast"),  a wholly-owned  subsidiary of
WHX.


NOTE 2 - HANDY & HARMAN ACQUISITION

         On March 1, 1998, WHX entered into a definitive  merger  agreement with
Handy & Harman  ("Handy & Harman"),  a New York Stock  Exchange  listed  company
which is a diversified  industrial  manufacturing company, to acquire all of the
outstanding common shares of Handy & Harman at $35.25 per share. The transaction
has a total value of approximately  $603.6 million,  including the assumption of
approximately  $185.7  million in debt.  On April 13, 1998,  WHX  completed  the
acquisition  of Handy & Harman and merged it with a  wholly-owned  subsidiary of
WHX, with Handy & Harman as the surviving  entity.  WHX financed the transaction
through cash on hand and a private placement of debt securities.

NOTE 3 - SALES OF RECEIVABLES

         Accounts  receivable  at March 31, 1998 and 1997 exclude  $84.5 million
and $45.0 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 6.25% to 8.5% 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 4 - REVOLVING CREDIT FACILITY

         On December 28, 1995,  Wheeling-Pittsburgh  Steel Corporation  ("WPSC")
entered into a Second 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 $35 million  sub-limit for
Letters of Credit.

         The RCF  expires  on May 3,  1999.  Interest  rates  are  based  on the
Citibank  prime rate plus 1.0%  and/or a  Eurodollar  rate plus  2.25%,  but the
margin  over the prime rate and the  Eurodollar  rate can  fluctuate  based upon
performance.  A  commitment  fee of .5% is charged on the  unused  portion.  The
letter of credit fee is 2.25% and is also performance based.

         Borrowings are secured  primarily by 100% of the eligible  inventory of
WPSC,  Pittsburgh-Canfield  Corporation ("PCC"), Wheeling Construction Products,
Inc. ("WCPI") and Unimast,  and the terms of the RCF contain various restrictive
covenants,  limiting among other things, dividend payments or other distribution
of assets,  as defined in the RCF. Certain financial  covenants  associated with
leverage,  net worth, capital spending,  cash flow and interest coverage must be
maintained.  Borrowings  outstanding  against the RCF at March 31, 1998  totaled
$56.1 million. Letters of credit outstanding under the RCF were $10.0 million at
March 31, 1998.

         In August 1994 WPSC  entered  into a separate  facility  for letters of
credit up to $50  million.  At March 31, 1998  letters of credit  totaling  $8.9
million  were  outstanding  under  this  facility.  The  letters  of credit  are
collateralized at 105% with U.S. Government securities owned by the Company, and
are  subject  to an  administrative  charge  of .4% per  annum on the  amount of
outstanding letters of credit.

NOTE 5 - LONG-TERM DEBT

         In November 1997, the Company issued $275.0 million principal amount of
9 1/4% Senior Unsecured Notes to qualified institutional buyers pursuant to Rule
144A  under  the  Securities  Act of  1933.  The  Company  filed a  registration
statement related to an exchange offer for the Senior Notes under the Securities
Act of 1933.

         In November  1997 the Company also  entered into a Term Loan  Agreement
with DLJ Capital  Funding,  Inc., as  syndication  agent,  pursuant to which the
Company  borrowed $75 million.  The Term Loan Agreement  matures on November 15,
2006. Amounts  outstanding under the Term Loan Agreement bear interest at either
(i) the  Alternate  Base Rate (as defined  therein)  plus 2.25% or (ii) the LIBO
Rate (as defined therein) plus 3.25%,  determined at the Company's  option.  The
Company's  obligations  under the Term Loan Agreement will be guaranteed by it's
then outstanding present and future operating subsidiaries.


<PAGE>

         The proceeds  from the 9 1/4% Senior Notes and the Term Loan  Agreement
were used to defease  $266.2 million of 9d% Senior Secured Notes due 2003 and to
pay down borrowings under the RCF.

NOTE 6 - 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 $3.0 million and $4.0 million. At six other
sites (MIDC Glassport,  United Scrap Lead,  Tex-Tin,  Breslube Penn, Four County
Landfill  and Beazor) the Company  estimates  costs to aggregate up to $700,000.
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 $6.8 million,  $12.4 million and $3.0 million for 1996, 1997 and the
first  quarter  of  1998,   respectively.   The  Company  anticipates   spending
approximately $41.3 million in the aggregate on major  environmental  compliance
projects through the year 2000, estimated to be spent as follows:  $13.4 million
in 1998, $15.9 million in 1999 and $12.0 million in 2000. 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 $10.6 million at
December  31, 1997 and March 31, 1998.  As new  information  becomes  available,
including   information  provided  by  third  parties,  and  changing  laws  and
regulation,  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 operation
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.

NOTE 7 - COMPREHENSIVE INCOME

         The Company  adopted  Statement of Financial  Accounting  Standards No.
130, "Reporting Comprehensive Income" (SFAS No. 130), effective January 1, 1998.
This Statement  establishes standards for reporting and display of comprehensive
income and its components in the financial  statements.  Comprehensive income is
defined as changes in equity  resulting  from nonowner  sources  (e.g.,  foreign
currency gains and losses,  unrealized  gains and losses on certain  securities,
pension  liability  adjustments).  The  Company  does  not  have  any  items  of
comprehensive income;  accordingly,  comprehensive income has not been presented
in the accompanying financial statements.



<PAGE>

PART I

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

            Net sales for the first  quarter of 1998 totaled  $259.1  million on
shipments  of steel  products  totaling  530,393  tons.  Net sales for the first
quarter of 1997 totaled $79.0 million on shipments of 106,203 tons. The increase
in net sales and shipments of steel products  primarily reflects the effect of a
strike by the United  Steelworkers  of America in the prior  period.  During the
strike,  no products were being  produced or shipped at eight  facilities  which
represented  approximately  80% of the tons  shipped by the Company on an annual
basis. The new labor agreement resulted in the elimination of 850 jobs, directly
affecting  operating  costs. The first quarter 1998 results reflect the re-start
of operations and the progression  toward  achieving  pre-strike  production and
shipping levels.  Steel prices on the products  shipped  decreased 3.5% from the
comparable period in 1997.

            First quarter 1998 operating  costs increased to $263.8 million from
$136.1 million in 1997 first  quarter.  Operating cost per ton decreased to $497
per ton in the 1998 first quarter from $1,282 per ton in the 1997 first quarter.
The increase in operating costs reflects the effects of the strike on the volume
of steel  products  produced and shipped in the first quarter of 1997. The lower
operating  costs per ton shipped  reflects  higher  production  levels and lower
fixed cost per ton during the first quarter of 1998 while completion of the door
rehabilitation  program  at the #8 coke  battery  adversely  affected  operating
costs. The Company produced 623,714 tons of raw steel in the 1998 first quarter,
setting a new production  record at its Steubenville  complex.  There was no raw
steel produced in the 1997 first quarter.

            Depreciation  expense increased $8.9 million to $19.5 million in the
first quarter of 1998 from $10.6 million in the comparable period in 1997 due to
the  effects of the strike on  production  in the first  quarter of 1997 and the
higher levels of raw steel  production and its effect on the units of production
depreciation method.

            Selling, administrative and general expense for the first quarter of
1998  increased  $1.9  million  to  $14.3  million  from  $12.4  million  in the
comparable  period in 1997 due primarily to lower expenses  incurred  during the
strike.

            Interest  expense for the first quarter 1998  increased $3.4 million
to $9.4  million  from the  comparable  period in 1997 due to  higher  levels of
long-term debt.

         Other income  decreased $.9 million to $.3 million in the first quarter
of 1998,  compared to $1.2  million in the 1997 first  quarter.  The decrease in
other income reflects increased fees on trade receivables sold in 1998.

            The 1998 and 1997 first quarter tax provisions (benefits) reflect an
estimated annual effective tax rate of 35%.

            Net loss for the 1998 first quarter totaled $9.0 million compared to
the 1997 first quarter net loss which totaled $40.3 million.

FINANCIAL POSITION

            Net cash flow provided by operating activities for the first quarter
of 1998  totaled  $35.1  million.  Working  capital  accounts  (excluding  cash,
short-term  borrowings and current  maturities of long term debt) provided $15.4
million of funds.  Accounts  receivable  increased by $28.0 million (excluding a
$15.5 million sale of trade receivables under the Receivables  Facility),  trade
payables  increased $14.6 million and other current  liabilities  increased $5.3
million.  Inventories,  valued  principally  by the LIFO



<PAGE>

method for financial  reporting  purposes,  totaled  $254.8 million at March 31,
1998,  a decrease of $1.0  million  from  December  31,  1997.  The  increase in
accounts receivable is due to increased shipments.

            In the first  quarter  of 1998,  $6.8  million  was spent on capital
improvements   including  $3.0  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  December  28,  1995,   Wheeling-Pittsburgh   Steel  Corporation,
("WPSC")  entered into a new Revolving  Credit Facility ("the  Revolving  Credit
Facility")  with Citibank,  N.A. as agent.  The Revolving  Credit  Facility,  as
amended,  provides for  borrowing for general  corporate  purposes of up to $150
million and a $35 million sub-limit for letters of credit.  The Revolving Credit
Facility  expires May 3, 1999.  Interest is calculated at a Citibank  prime rate
plus 1.0% and/or a Eurodollar  rate plus 2.25%.  Borrowings  under the Revolving
Credit Facility are secured primarily by 100% of eligible inventory and requires
that WPSC maintain a specified level of tangible net worth. The Revolving Credit
Facility has certain financial  covenants  restricting  indebtedness,  liens and
distributions.  Borrowings under the Revolving Credit Facility at March 31, 1998
totaled  $56.1  million and letters of credit  outstanding  under the  revolving
credit facility totaled $10.0 million.

            In November 1997, the Company issued $275.0 million principal amount
of 9 1/4% Senior Unsecured Notes to qualified  institutional  buyers pursuant to
Rule 144A under the  Securities  Act of 1933.  The Company filed a  registration
statement related to an exchange offer for the Senior Notes under the Securities
Act of 1933.

            In November 1997 the Company also entered into a Term Loan Agreement
with DLJ Capital  Funding,  Inc., as  syndication  agent,  pursuant to which the
Company  borrowed $75 million.  The Term Loan Agreement  matures on November 15,
2006. Amounts  outstanding under the Term Loan Agreement bear interest at either
(i) the  Alternate  Base Rate (as defined  therein)  plus 2.25% or (ii) the LIBO
Rate (as defined therein) plus 3.25%,  determined at the Company's  option.  The
Company's  obligations  under the Term Loan Agreement will be guaranteed by it's
then outstanding present and future operating subsidiaries.

            The  proceeds  from  the 9 1/4%  Senior  Notes  and  the  Term  Loan
Agreement  were used to defease  $266.2  million of 9d% Senior Secured Notes due
2003 and to pay down borrowings under the Revolving Credit Facility.

            In August 1994, WPSC entered into a separate facility for letters of
credit up to $50  million.  At March 31, 1998  letters of credit  totaling  $8.9
million  were  outstanding  under  this  facility.  The  letters  of credit  are
collateralized at 105% with U.S. Government securities owned by the Company, and
are  subject  to an  administrative  charge  of .4% per  annum on the  amount of
outstanding letters of credit.

            Under the  terms of the new  labor  agreement,  WPSC  established  a
Defined Benefit Pension Plan ("DB Plan")  covering its hourly  employees.  As of
December 31, 1997, WPSC had an unfunded  accumulated  pension benefit obligation
for the DB Plan of approximately $167.3 million, of which approximately 75% must
be funded over the next five years.  In accordance with ERISA  regulations,  the
Company  would  not  have  had to make  significant  contributions  to fund  the
obligations of the new plan in 1998, but would be required to fund $31.4 million
in the first quarter of 1999. However, as a result of the acquisition of Handy &
Harman and its significantly  overfunded  pension plans, this funding obligation
may be  significantly  reduced or eliminated  and is not classified as a current
liability.

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  cash  on  hand,  investments,   the  Receivables
Facility,  borrowing  availability under the Revolving Credit Facility and funds
generated from  operations.  The Company believes that such sources will provide
the  Company  for the next  twelve  months  with the funds  required  to satisfy
working capital and capital expenditure requirements.  External factors, such as
worldwide  steel  production  and  demand and  currency  exchange  rates,  could
materially  affect the Company's  results of  operations.  During the 1998 first
quarter, the Company had minimal activity with respect to futures contracts, and
the impact of such  activity  was not  material on its  financial  condition  or
results of operations of the Company.

            The Company began a Year 2000 compliance  project in July 1995. This
project  encompasses  business  systems,   mainframe  processor  systems,  plant
operating systems, end-user computing systems, wide-area and voice networks, and
building  and plant  environmental  systems.  Included in the project  plan is a
review and Year 2000 compliance assurance program with customers, suppliers, and
other constituents. System inventories throughout the Company are being reviewed
and work is in  progress to ensure  that such  systems are Year 2000  compliant.
Management believes,  based on a current review and the ongoing effort, that all
relevant  computer  systems will be Year 2000 compliant by the second quarter of
1999.  Management believes that the cost of this project will not be material to
the Company's financial condition or results of operations.

NEW ACCOUNTING STANDARD

            In  March  1998,   the  American   Institute  of  Certified   Public
Accountants  issued  Statement of Position  98-1,  "Accounting  for the Costs of
Computer Software Developed or Obtained for Internal Use" ("SOP 98-1"). SOP 98-1
addresses costs incurred in connection with the  implementation  of internal-use
software,  and  specifies  the  circumstances  under which such costs  should be
capitalized  or expensed.  The Company will be required to adopt SOP 98-1 in the
first quarter of 1999. At this time, management has not determined the impact of
adoption  of SOP  98-1 on the  Company's  results  of  operations  or  financial
position.

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


<PAGE>
PART II OTHER INFORMATION


Item 6.(a)            EXHIBITS

                      27 Financial Data Schedule




    6.(b)             REPORT ON FORM 8-K

                      None








<PAGE>



                                   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 15, 1998