FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

For the quarterly period ended                   June 30, 1998
                              --------------------------------------------------

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

For the transition period from                      to
                               --------------------    -------------------------


    For Quarter Ended June 30, 1998             Commission File Number 033-89746


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


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

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


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


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

The number of shares of Common Stock issued and outstanding was 100 shares as of
July, 31, 1998.



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




<TABLE>
<CAPTION>

                                                             Quarter Ended June 30,                 Six Months Ended June 30,
                                                             ----------------------                 ------------------------
                                                           1998              1997                      1998              1997
                                                           ----              ----                      ----              ----
                                                                               (Dollars in thousands)

<S>                                                     <C>                <C>                    <C>                <C>     
Net Sales                                               $288,767           $87,878                $547,888           $166,892
---------

Operating Costs
      Cost of goods sold                                 236,406           108,703                 466,345            221,856
      Depreciation                                        19,581            10,578                  39,112             21,155
      Selling, administrative and general expense         15,937            13,159                  30,252             25,548
                                                       ---------          --------                --------           --------

                                                         271,924           132,440                 535,709            268,559
                                                        --------          --------                 -------           --------

Operating Income (Loss)                                   16,843           (44,562)                 12,179           (101,667)
-----------------------

      Interest expense on debt                             8,743             6,518                  18,143             12,517
      Other income (expense)                               1,824            (2,101)                  2,100               (893)
                                                       ---------        -----------              ---------           ---------

Income (Loss) Before Taxes                                 9,924           (53,181)                 (3,864)          (115,077)
--------------------------

      Tax provision (benefit)                              3,832           (18,597)                 (1,005)           (40,242)
                                                       ---------         ----------               --------          ----------

Net Income (Loss)                                         $6,092          $(34,584)                $(2,859)          $(74,835)
-----------------                                         ======          =========                ========          =========

</TABLE>


See notes to consolidated financial statements.
<PAGE>
                         WHEELING-PITTSBURGH CORPORATION
                            AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                         June 30,                December 31,
                                                                           1998                      1997
                                                                           ----                      ----
                                                                          (Dollars and shares in thousands)
<S>                                                                     <C>                     <C>     
ASSETS
Current Assets:
      Cash and cash equivalents                                         $   --                  $     --
      Trade receivables - net                                             65,529                    44,569

      Inventories:
          Finished and semi-finished products                            184,490                   149,550
          Raw materials                                                   69,899                   103,735
          Other materials and supplies                                    17,848                    19,811
          Excess of LIFO over current cost                               (17,239)                  (17,239)
                                                                     -----------               -----------
                                                                         254,998                   255,857

      Other current assets                                                 6,652                    24,938
                                                                    ------------                ----------
                          Total current assets                           327,179                   325,364

Investments in other companies                                            66,881                    68,742
Property, plant and equipment at cost, less
      accumulated depreciation and amortization                          664,756                   694,108
Deferred income taxes                                                    167,137                   196,966
Intangible asset-pensions                                                     --                    76,714
Due from affiliates                                                       30,935                    27,955
Deferred charges and other assets                                         34,471                    34,719
                                                                   -------------               -----------
                                                                      $1,291,359                $1,424,568
                                                                      ==========                ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
      Trade payables                                                   $ 123,606                 $ 116,559
      Short-term borrowings                                               54,694                    89,800
      Deferred income taxes - current                                     30,023                    32,196
      Other current liabilities                                           83,616                    77,441
      Long-term debt due in one year                                         212                       199
                                                                  --------------               -----------
                          Total current liabilities                      292,151                   316,195

Long-term debt                                                           349,837                   349,904
Pension liability                                                           --                     166,652
Other employee benefit liabilities                                       420,315                   427,125
Other liabilities                                                         54,130                    49,980
                                                                    ------------              ------------
                                                                       1,116,433                 1,309,856
                                                                     -----------                ----------

Stockholders' Equity:
      Common Stock - $.01 par value - 100
          shares issued and outstanding                                     --                         --
      Additional paid-in capital                                         335,138                   272,065
      Accumulated earnings (deficit)                                    (160,212)                 (157,353)
Total stockholders' equity                                               174,926                   114,712
                                                                    ------------              ------------

                                                                      $1,291,359                $1,424,568
                                                                      ==========                ==========
</TABLE>

See notes to consolidated financial statements.


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

                                                                          Six Months Ended June 30,
                                                                        1998                      1997
                                                                        ----                      ----
                                                                          (Dollars in thousands)
Cash flows from operating activities:
<S>                                                                   <C>                      <C>       
      Net income (loss)                                               $ (2,859)                $ (74,835)
      Non cash expenses:
          Depreciation                                                  39,112                    21,155
          Other postemployment benefits                                 (2,150)                   (1,200)
          Income taxes                                                   3,307                   (38,679)
          Equity income in affiliated companies                         (3,138)                    1,371
          Pension expense                                                8,015                        --
      Decrease (increase) in working capital elements:
          Trade receivables                                            (45,960)                    7,881
          Trade receivables sold                                        25,000                        --
          Inventories                                                      859                   (39,143)
          Other current assets                                          18,286                    (1,268)
          Trade payables                                                 7,049                    16,892
          Other current liabilities                                      4,000                    12,718
      Other items - net                                                (12,312)                   25,210
                                                                   -----------                 ---------

          Net cash provided by (used in) operating activities           39,209                   (69,898)
                                                                    ----------                 ---------

Cash flows from investing activities:
      Plant additions and improvements                                  (9,869)                   (3,814)
      Investment in affiliates                                             --                     (3,450)
      Dividends from affiliates                                          5,000                     2,500
      Proceeds from sale of property                                       --                        797
                                                                   -----------                ----------

          Net cash provided by (used in)
              investing activities                                      (4,869)                   (3,967)
                                                                     ---------                 ----------

Cash flows from financing activities:
      Payments on long-term borrowings                                     (54)                   (1,946)
      Short term borrowings (payments)                                 (35,106)                   43,000
      Letter of credit collateralization                                   820                     3,199
                                                                     ---------                 ---------

          Net cash provided by (used in) financing activities          (34,340)                   44,253
                                                                     ---------                  --------

Increase (Decrease) in cash and
      cash equivalents                                                     --                     (29,612)

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

Cash and cash equivalents
      at end of period                                             $      --                   $   6,338
                                                                   ===========                 =========
</TABLE>


See notes to consolidated financial statements.

<PAGE>

                         WHEELING-PITTSBURGH CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

General
-------

             The   consolidated   balance  sheet  as  of  June  30,  1998,   the
      consolidated  statement of operations  for the three and six month periods
      ended  and the  consolidated  statement  of cash  flows  for the six month
      periods  ended June 30, 1998 and 1997,  have been  prepared  by  Wheeling-
      Pittsburgh  Corporation  ("WPC" or "the Company")  without  audit.  In the
      opinion of management,  all normal and recurring  adjustments necessary to
      present fairly the  consolidated  financial  position at June 30, 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  June  30,  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 was  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  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.

             At June 30, 1998 and December 31, 1997, amounts due from affiliates
      totaled  $30.9  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


<PAGE>
      advances to Unimast, Inc., ("Unimast"),  a wholly-owned subsidiary of WHX.
      These amounts could be settled in cash or through the equity accounts.

Note 2 - Merger of Pension Plans
--------------------------------

             In May 1998 WHX  completed  the  merger  of WPC's  defined  benefit
      pension  plan with the  pension  plans of its wholly  owned Handy & Harman
      ("H&H")  subsidiary.  Under the terms of the merged WHX Pension Plan there
      will be a series of benefit  structures,  which will essentially  continue
      the various pension plans for employees of the  Wheeling-Pittsburgh  Steel
      Corporation WPSC and H&H pension plans as they existed before the mergers.

             At the time of the merger of the pension  plans,  the assets in the
      H&H pension plans exceeded the plans'  liabilities by  approximately  $155
      million.  At that time, the  liabilities of the WPC pension plans exceeded
      their assets by approximately  $150 million.  The pension plan merger thus
      eliminates both the underfunding in the WPC Pension Plan and WPC's balance
      sheet  liability  and will  materially  reduce WPC's net periodic  pension
      expense  in  future  periods.  Furthermore,  based  on  current  actuarial
      assumptions,  the merged  pension  plan is expected to be fully funded for
      several  years under the  Internal  Revenue  Code  guidelines.  The merger
      therefore  substantially  reduces  future cash funding  obligations of WPC
      estimated to be  approximately  $135 million over the next four years. The
      pension  obligations  will be  accounted  for on the WHX (parent  company)
      books.  The pension  liability on the WPC books at the time of the pension
      merger,  net of the deferred  tax asset,  was  eliminated  and credited to
      paid-in-capital. After the merger of the pension plans, in accordance with
      applicable  rules WPC  pension  expense is  allocated  by WHX and  charged
      monthly.

Note 3 - Sales of Receivables
-----------------------------

             Accounts receivable at June 30, 1998 and 1997 exclude $94.0 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 6.1375%
      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,  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.  Borrowings  outstanding  against the RCF at June 30, 1998 totaled
      $54.7  million.  Letters  of credit  outstanding  under the RCF were $10.6
      million at June 30, 1998.

             In August 1994 WPSC entered into a separate facility for letters of
      credit up to $50 million. At June 30, 1998 letters of credit totaling $8.5
      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 - 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 

                                      -2-
<PAGE>

      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 $5.0 million
      for  1996,  1997 and the first  half 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  $11.1  million  at  June  30,  1998.  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 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 6 - 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 net  income  plus  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
      other  than net  income;  accordingly,  comprehensive  income has not been
      separately presented in the accompanying financial statements.

                                      -3-

<PAGE>

PART I

Item 2.      Management's Discussion and Analysis

General
-------

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

Results of Operations
---------------------

      Net sales  for the  second  quarter  of 1998  totaled  $288.8  million  on
shipments of steel  products  totaling  557,920  tons.  Net sales for the second
quarter of 1997 totaled $87.9 million on shipments of 108,687 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 1998 second quarter results reflect  continued
progress toward achieving pre-strike production and shipping levels.

      Second  quarter 1998  operating  costs  increased  to $271.9  million from
$132.4 million in 1997 second quarter.  Operating cost per ton decreased to $487
per ton in the 1998  second  quarter  from  $1,219  per ton in the  1997  second
quarter.  The  increase in  operating  costs  primarily  reflects the effects of
higher volumes of production  and shipments in the 1998 second quarter  compared
to the strike  affected 1997 second  quarter.  The lower operating costs per ton
shipped  reflects higher  production  levels and lower fixed cost per ton during
the second  quarter of 1998.  Also,  the  Company  received  approximately  $9.8
million of  insurance  recoveries  related to  various  environmental  sites and
experienced  lower pension expense due to the merged  overfunded  pension plans.
The Company produced 620,789 tons of raw steel in the 1998 second quarter. There
was no raw steel produced in the 1997 second quarter.

      Depreciation expense increased $9.0 million to $19.6 million in the second
quarter of 1998 from $10.6 million in the  comparable  period in 1997 due to the
effects of the strike on production in the second quarter of 1997 and the higher
levels of raw steel production in 1998 and its effect on the units of production
depreciation method.

      Selling, administrative and general expense for the second quarter of 1998
increased  $2.7 million to $15.9  million from $13.2  million in the  comparable
period in 1997 due primarily to lower  expenses  incurred  during the strike and
severance expense incurred in 1998 for the former CEO.

      Interest  expense for the second  quarter 1998  increased  $2.2 million to
$8.7  million  from the  comparable  period  in 1997  due to  higher  levels  of
long-term debt and increased borrowing under the revolving credit facility.

      Other income  increased $3.9 million to $1.8 million in the second quarter
of 1998, compared to an expense of $2.1 million in the 1997 second quarter.  The
increase in other income  reflects  increased  equity  income from joint venture
operations,  which  were also  adversely  impacted  in the  prior  period by the
strike.

      The 1998  second  quarter  tax  provision  reflects  an  estimated  annual
effective  tax rate of 26% plus an  adjustment  to  reflect  a change  in annual
effective tax rate. The change in annual effective tax rate 

                                       -4-
<PAGE>

      is due to changes in estimates for annual pre tax income and permanent tax
      adjustments.  The 1997 second  quarter tax benefit  reflects an  estimated
      annual effective tax rate of 35%.

      Net income for the 1998 second  quarter  totaled $6.1 million  compared to
the 1997 second quarter net loss which totaled $34.6 million.

      Net sales for the first half of 1998 totaled  $547.9  million on shipments
of steel products totaling  1,088,313 tons. Net sales for the first half of 1997
totaled  $166.9  million on shipments of 214,890 tons. The increase in net sales
and shipments of steel products primarily reflects the effect of the strike. The
first half 1998 results reflect continued  progress toward achieving  pre-strike
production and shipping levels.

      Operating  costs for the first half of 1998  increased  to $535.7  million
from $268.6 million in the 1997 first half.  Operating cost per ton decreased to
$492 per ton in the 1998 first half from  $1,250 per ton in the 1997 first half.
The increase in operating  costs reflects the effects of higher volumes of steel
products produced and shipped in the 1998 first half, compared to the first half
of 1997. The lower  operating costs per ton shipped  reflects higher  production
levels and lower  fixed cost per ton  during the first half of 1998.  Also,  the
Company received  approximately $9.8 million of insurance  recoveries related to
various  environmental  obligations and experienced lower pension expense due to
the merged overfunded  pension plans. The Company produced 1,244,503 tons of raw
steel  in  the  1998  first  half,  setting  a  new  production  record  at  its
Steubenville complex. There was no raw steel produced in the 1997 first half.

      Depreciation expense increased $18.0 million to $39.1 million in the first
half of 1998 from  $21.2  million  in the  comparable  period in 1997 due to the
effects  of the  strike on  production  in the first half of 1997 and the higher
levels of raw steel production in 1998 and its effect on the units of production
depreciation method.

      Selling,  administrative  and  general  expense for the first half of 1998
increased  $4.8 million to $30.3  million from $25.5  million in the  comparable
period in 1997 due primarily to lower  expenses  incurred  during the strike and
severance expense incurred for the former CEO.

      Interest  expense for the first half 1998  increased $5.6 million to $18.1
million  from the  comparable  period in 1997 due to higher  levels of long-term
debt and increased borrowing under the revolving credit facility.

      Other income  increased  $3.0 million to $2.1 million in the first half of
1998, compared to an expense of $.9 million in the 1997 first half. The increase
in other income reflects increased equity income from joint venture  operations,
which were also adversely impacted by the strike.

      The 1998 first half tax provisions  reflects an estimated annual effective
tax rate of 26%,  while the 1997 first half tax benefit  reflects  an  estimated
annual  effective  tax rate of 35%. The decrease in effective  tax rate reflects
changes in estimated  annual  pretax  income and in the amount of permanent  tax
adjustments.

      Net loss for the first six months of 1998 totaled $2.9 million compared to
the 1997 first six months of 1997 net loss which totaled $74.8 million.

Financial Position

      Net cash flow provided by operating  activities for the first half of 1998
totaled $39.2 million.  Working capital  accounts  (excluding  cash,  short-term
borrowings  and current  maturities of long term debt)  provided $9.2 million of
funds. Accounts receivable increased by $46.0 million (excluding a $25.0 million
sale of trade  receivables  under  the  Receivables  Facility),  trade  payables
increased  $7.0 million and other current  liabilities  increased  $4.0 million.
Inventories,  valued  principally  by the LIFO

                                      -5-

<PAGE>

method for financial  reporting  purposes,  totaled  $255.0  million at June 30,
1998, a decrease of $.9 million from December 31, 1997. The increase in accounts
receivable is due to increased  shipments.  Other current assets decreased $12.3
million primarily due to the receipt of a loss carryback tax refund.

      In the first half of 1998, $9.9 million was spent on capital  improvements
including  $5.0  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.  Borrowings under the Revolving Credit Facility at June 30,
1998 totaled $54.7 million and letters of credit outstanding under the revolving
credit facility totaled $10.6 million.

      In August  1994,  WPSC  entered  into a separate  facility  for letters of
credit up to $50  million.  At June 30,  1998  letters of credit  totaling  $8.5
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.

      Effective May 31, 1996, 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 on the WHX books. As a result of the merger of
the pension plans and based on current actuarial assumptions,  on a consolidated
basis WHX will report a net prepaid  pension asset of $47.4 million.  The merger
will also eliminate WPC cash funding  obligations  estimated in excess of $135.0
million over the next four years. The pension  liability on the WPC books at the
time of the pension  merger,  net of the deferred tax asset,  was eliminated and
credited to  paid-in-capital.  WPC pension expense will be allocated and charged
quarterly.  Management expects the WPC allocated net periodic pension expense of
the merged plans to be significantly  lower  prospectively due to the overfunded
status of the plans.

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 second
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  have  been
completed  and work 

                                      -6-
<PAGE>


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.


                                       -7-

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.

      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  comprehensive  income.  SFAS 133 is
effective for fiscal years  beginning  after June 15, 1999.  The Company has not
engaged in  significant  activity  with  respect to  derivative  instruments  or
hedging activities in the past. Management of the Company has not yet determined
the impact,  if any,  of the  adoption  of SFAS 133 on the  Company's  financial
position or results of operations.

                                     ******

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


                                      -8-

<PAGE>


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


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

                27 Financial Data Schedule




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

                None





                                      -9-


<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)
                                                 -----------------------------







August 11, 1998

                                      -10-