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  September 30, 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 September 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
October 30, 1998.

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

<TABLE>
<CAPTION>

                                                                  Quarter Ended Sept. 30,        Nine Months Ended Sept. 30,
                                                                  -----------------------        ---------------------------
                                                                1998               1997           1998                1997
                                                                ----               ----           ----                ----
                                                                                    (Dollars in thousands)

<S>                                                             <C>             <C>              <C>              <C>      
Net Sales                                                       $ 297,717       $ 103,217        $ 845,605        $ 270,109

Operating Costs
      Cost of goods sold                                          252,470         134,838          718,815          356,694
      Depreciation                                                 19,456           8,771           58,568           29,926
      Selling, administrative and general expense                  15,660          13,129           45,912           38,677
      Special charge                                                 --            88,910             --             88,910
                                                                ---------       ---------        ---------        ---------

                                                                  287,586         245,648          823,295          514,207
                                                                ---------       ---------        ---------        ---------

Operating Income (Loss)                                            10,131        (142,431)          22,310         (244,098)

      Interest expense on debt                                      9,145           7,140           27,288           19,657
      Other income (expense)                                        1,472             679            3,572             (214)
                                                                ---------       ---------        ---------        ---------

Income (Loss) Before Taxes                                          2,458        (148,892)          (1,406)        (263,969)

      Tax provision (benefit)                                         499         (52,107)            (506)         (92,349)
                                                                ---------       ---------        ---------        ---------

Net Income (Loss)                                               $   1,959       $ (96,785)       $    (900)       $(171,620)
                                                                =========       =========        =========        =========

</TABLE>


See notes to consolidated financial statements.

<PAGE>

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

<TABLE>
<CAPTION>
                                                                       September 30,             December 31,
                                                                       -------------             ------------
                                                                           1998                      1997
                                                                           ----                      ----
                                                                         (Dollars and shares in thousands)
<S>                                                                      <C>                       <C>    
ASSETS
Current Assets:
      Cash and cash equivalents                                      $      --                 $      --
      Trade receivables - net                                             62,931                    44,569

      Inventories:
          Finished and semi-finished products                            189,170                   149,550
          Raw materials                                                   86,123                   103,735
          Other materials and supplies                                    26,290                    19,811
          Excess of LIFO over current cost                               (17,239)                  (17,239)
                                                                     -----------               -----------
                                                                         284,344                   255,857

      Other current assets                                                 3,319                    24,938
                                                                     -----------               -----------
                          Total current assets                           350,594                   325,364

Investments in other companies                                            68,817                    68,742
Property, plant and equipment at cost, less
      accumulated depreciation and amortization                          658,137                   694,108
Deferred income taxes                                                    152,374                   196,966
Intangible asset-pensions                                                   --                      76,714
Due from affiliates                                                       44,425                    27,955
Deferred charges and other assets                                         33,200                    34,719
                                                                     -----------               -----------
                                                                     $ 1,307,547               $ 1,424,568
                                                                     ===========               ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
      Trade payables                                                 $   124,316               $   116,559
      Short-term borrowings                                               67,201                    89,800
      Deferred income taxes - current                                     30,023                    32,196
      Other current liabilities                                           91,482                    77,441
      Long-term debt due in one year                                         212                       199
                                                                     -----------               -----------
                          Total current liabilities                      313,234                   316,195

Long-term debt                                                           349,800                   349,904
Pension liability                                                           --                     166,652
Other employee benefit liabilities                                       415,606                   427,125
Other liabilities                                                         52,022                    49,980
                                                                     -----------               -----------
                                                                       1,130,662                 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)                                    (158,253)                 (157,353)
                                                                     -----------               -----------
Total stockholders' equity                                               176,885                   114,712
                                                                     -----------               -----------

                                                                     $ 1,307,547               $ 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>
                                                                             Nine Months Ended Sept. 30,
                                                                             ---------------------------
                                                                            1998                      1997
                                                                            ----                      ----
                                                                                (Dollars in thousands)
<S>                                                                      <C>                    <C>       
Cash flows from operating activities:
      Net income (loss)                                                  $    (900)             $(171,620)
      Non cash expenses:
          Depreciation                                                      58,568                 29,927
          Other postemployment benefits                                     (4,650)                (1,390)
          Income taxes                                                      17,761                (88,246)
          Equity income in affiliated companies                             (5,074)                 1,191
          Pension expense                                                    8,894                  3,655
          Special charge, net of current portion                              --                   57,459
      Decrease (increase) in working capital elements:
          Trade receivables                                                (44,362)                (3,516)
          Trade receivables sold                                            26,000                  3,500
          Inventories                                                      (28,487)               (63,004)
          Other current assets                                              21,619                  3,284
          Trade payables                                                     7,757                 38,728
          Other current liabilities                                         11,868                 29,808
      Other items - net                                                    (29,818)                39,913
                                                                         ---------              ---------

          Net cash provided by (used in) operating activities               39,176               (120,311)
                                                                         ---------              ---------

Cash flows from investing activities:
      Plant additions and improvements                                     (22,706)               (17,977)
      Investment in affiliates                                                --                   (5,450)
      Dividends from affiliates                                              5,000                  2,500
      Proceeds from sale of property                                          --                    1,217
                                                                         ---------              ---------
          Net cash provided by (used in)
              investing activities                                         (17,706)               (19,710)
                                                                         ---------              ---------

Cash flows from financing activities:
      Payments on long-term borrowings                                         (91)                (1,928)
      Short term borrowings (payments)                                     (22,599)                97,000
      Letter of credit collateralization                                     1,220                  8,999
                                                                         ---------              ---------

          Net cash provided by (used in) financing activities              (21,470)               104,071
                                                                         ---------              ---------

Increase (Decrease) in cash and
      cash equivalents                                                        --                  (35,950)
                                                                         ---------              ---------

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

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  September  30,  1998,  the
      consolidated  statement of operations for the three and nine month periods
      ended and the  consolidated  statement  of cash  flows for the nine  month
      periods  ended  September  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 September 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  September  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 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,  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.

             At  September  30, 1998 and  December  31,  1997,  amounts due from
      affiliates  totaled $44.4 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. 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
      is a series of benefit structures,  which essentially continue the 

<PAGE>
                                      -2-

      various  pension  plans for  employees  of the  Wheeling-Pittsburgh  Steel
      Corporation  ("WPSC")  and H&H pension  plans as they  existed  before the
      mergers.  The pension plan merger  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.  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  eliminates  approximately  $135 million of future cash funding
      obligations of WPC over the next four years.

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

             Accounts  receivable  at September  30, 1998 and 1997 exclude $95.0
      million and $48.5 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  September  30, 1998
      totaled $67.2 million.  Letters of credit  outstanding  under the RCF were
      $8.7 million at September 30, 1998.

             In August 1994 WPSC entered into a separate facility for letters of
      credit up to $50 million. At September 30, 1998 letters of credit totaling
      $8.1 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 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 $6.5 million
      for 1996,  1997 and the nine  months of 1998,  respectively.  The  Company
      anticipates spending approximately $27.6 million in the aggregate on major
      environmental  compliance projects through the year 2000,  
<PAGE>
                                      -3-


      estimated to be spent as follows:  $10.5 million in 1998, $13.2 million in
      1999 and $3.9 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 $12.7  million at  September  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.

<PAGE>

                                       -4-

PART I

Item 2.      Management's Discussion and Analysis

General

      WPSC  announced on September 30, 1998 that it is actively  supporting  the
"Stand Up for Steel"  Campaign  initiated by the United Steel Workers of America
and other steel producers.  The Campaign is aimed at creating  government action
against dumping foreign steel at prices below the cost of production.

      On October 27, 1998 WPSC also filed suit  against 15 Japanese  and Russian
steel producers and trading companies, alleging that they are selling hot-rolled
steel to WPSC's  customers in Ohio below the cost of production  and are causing
the company  irreparable  harm.  The suit seeks to have the defendant  companies
immediately  enjoined  from  selling or  otherwise  providing  hot-rolled  steel
manufactured in Russia or Japan below its cost of production and delivery to the
Ohio market.  It asked for accelerated  handling of the complaint by the Belmont
County  Common  Pleas  Court.  The  defendant  companies  have filed a Notice of
Removal  removing  the action from the Common  Pleas Court to the United  States
District  Court for the  Southern  District of Ohio.  WPSC has filed a motion to
remand the action to the Common Pleas Court. The notion is currently pending.

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

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

      Net  sales  for the  third  quarter  of 1998  totaled  $297.7  million  on
shipments  of steel  products  totaling  591,043  tons.  Net sales for the third
quarter of 1997  totaled  $103.2  million on  shipments  of  147,888  tons.  The
increase in net sales and  shipments of steel  products  primarily  reflects the
return to pre-strike levels of sales for Wheeling-Pittsburgh Steel Corporation's
("WPSC")  operations  compared to the third quarter 1997,  which earlier  period
reflects  the effect of the strike by the United Steel  Workers of America.  The
new labor agreement resulted in the elimination of 850 jobs,  directly affecting
operating costs.

      Third quarter 1998 operating costs increased to $287.6 million from $156.7
million, excluding the special charge, in third quarter 1997. Operating cost per
ton  decreased to $487 per ton in the 1998 third  quarter from $1,060 per ton in
the 1997 third quarter.  The increase in operating costs primarily  reflects the
effects of higher  volumes of production and shipments in the 1998 third quarter
compared to the strike  affected 1997 third  quarter.  The Company also recorded
unfavorable physical inventory adjustments of $4.5 million in the third quarter.
The lower operating costs per ton shipped reflects higher  production levels and
lower  fixed cost per ton during the third  quarter of 1998.  Also,  the Company
experienced  lower pension expense due to the merged  overfunded  pension plans.
The Company  produced  617,303 tons of raw steel in the 1998 third  quarter,  as
compared to 118,541 tons in the 1997 third quarter.

      Depreciation expense increased $10.7 million to $19.5 million in the third
quarter of 1998 from $8.8  million in the  comparable  period in 1997 due to the
effects of the strike on  production in the third 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 third quarter of 1998
increased  $2.5 million to $15.7  million from $13.1  million in the  comparable
period in 1997 due primarily to lower expenses


<PAGE>

                                      -5-

incurred  during the strike and an increased  salaried  workforce  following the
settlement of the strike in 1998.

      Third  quarter  1997  operating  costs  include a special  charge of $88.9
million  related to the new labor  agreement.  The special charge included $66.7
million  for  enhanced  retirement  benefits,  $15.5  million  for  signing  and
retention  bonuses and special  assistance  payments and other employee benefits
totaling $6.7 million.

      Interest expense for the third quarter 1998 increased $2.0 million to $9.1
million  from the  comparable  period in 1997 due to higher  levels of long-term
debt.

      Other income increased $.8 million to $1.5 million in the third quarter of
1998,  compared to $.7 million in the 1997 third 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, partially offset
by a decrease in other income resulting from increased fees on trade receivables
sold in 1998.

      The  1998  third  quarter  tax  provision  reflects  an  estimated  annual
effective  tax rate of 36% and a cumulative  adjustment to the first six months.
The  change in annual  effective  tax rate is due to changes  in  estimates  for
annual pre-tax income.  The 1997 third quarter tax benefit reflects an estimated
annual effective tax rate of 35%.

      Net income for the 1998 third quarter totaled $2.0 million compared to the
1997 third  quarter  net loss which  totaled  $96.8  million.  This is the first
profitable  quarter since the  beginning of the  ten-month  strike on October 1,
1996.

      Net sales for the nine  month  period of 1998  totaled  $845.6  million on
shipments of steel  products  totaling  1,679,356  tons.  Net sales for the nine
month period of 1997 totaled  $270.1  million on shipments of 362,778 tons.  The
increase in net sales and  shipments of steel  products  primarily  reflects the
effect of the strike.  The 1998 nine month results  reflect  progress toward and
ultimately achieving pre-strike production and shipping levels.

      Operating  costs for the nine  month  period of 1998  increased  to $823.3
million  from $425.3  million,  excluding  the  special  charge in the 1997 nine
months.  Operating cost per ton decreased to $490 per ton in the 1998 nine month
period  from  $1,172  per ton in the 1997 nine month  period.  The  increase  in
operating costs reflects the increased  volume of raw steel production at WPSC's
operations,  which  were  idled  throughout  much of 1997 due to the  strike and
includes an unfavorable  physical inventory  adjustment of $4.5 million recorded
in the third quarter.  The lower operating costs per ton shipped reflects higher
production  levels and lower  fixed cost per ton during the nine months of 1998.
Also, the Company experienced lower pension expense due to the merged overfunded
pension plans. The Company produced 1,861,806 tons of raw steel in the 1998 nine
month period, while producing 118,541 tons in the 1997 nine month period.

      Depreciation  expense increased $28.7 million to $58.6 million in the nine
month period of 1998 from $29.9 million in the comparable  period of 1997 due to
the  effects  of the  strike on  production  in the nine  months 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 nine month period of
1998  increased  $7.2  million  to  $45.9  million  from  $38.7  million  in the
comparable  period in 1997 due primarily to lower expenses  incurred  during the
strike,  severance expense incurred for the former CEO, and increased management
fees paid to WPN Corporation during 1998.

      Interest  expense for the nine month period of 1998 increased $7.6 million
to $27.3  million  from the  comparable  period in 1997 due to higher  levels of
long-term debt and increased borrowing under the revolving credit facility.



<PAGE>
                                      -6-

      Other  income  increased  $3.8  million to $3.6  million in the nine month
period of 1998,  compared  to an expense  of $.2  million in the 1997 nine month
period. The increase in other income reflects increased equity income from joint
venture operations,  which were also adversely impacted by the strike, partially
offset by a decrease in other  income  resulting  from  increased  fees on trade
receivables sold in 1998 and lower interest income earned on investments.

      The 1998 nine month tax benefit reflects an estimated annual effective tax
rate of 36%, while the 1997 nine month tax benefit  reflects an estimated annual
effective tax rate of 35%. The increase in effective  tax rate reflects  changes
in estimated annual pretax income.

      Net loss for the 1998 nine month  period  totaled $.9 million  compared to
the 1997 nine month net loss which totaled $171.6 million.

<PAGE>

                                       -7-

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

      Net cash flow provided by operating activities for the nine months of 1998
totaled $39.2 million.  Working capital  accounts  (excluding  cash,  short-term
borrowings and current maturities of long term debt) used $5.6 million of funds.
Accounts  receivable  increased by $44.4 million (excluding a $26.0 million sale
of trade receivables under the Receivables  Facility),  trade payables increased
$7.8 million and other current liabilities increased $11.9 million. Inventories,
valued principally by the LIFO method for financial reporting purposes,  totaled
$284.3 million at September 30, 1998, an increase of $28.5 million from December
31, 1997.  The increase in accounts  receivable  is due to increased  shipments.
Other current assets  decreased $21.6 million  primarily due to the receipt of a
loss carry back tax refund.

      In  the  nine  months  of  1998,   $22.7  million  was  spent  on  capital
improvements   including  $6.5  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.

      In December 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 September  30, 1998
totaled  $67.2  million and letters of credit  outstanding  under the  Revolving
Credit Facility totaled $8.7 million.

      In August  1994,  WPSC  entered  into a separate  facility  for letters of
credit up to $50 million.  At September 30, 1998 letters of credit totaling $8.1
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, 1998, WHX merged WPC's defined benefit pension plan with
those  of its  wholly  owned  Handy & Harman  ("H&H")  subsidiary.  The  pension
obligations will be accounted for 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,  and will offset the net prepaid pension asset recorded on WHX books.
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 third
quarter, the Company had minimal activity with respect to futures contracts, 

<PAGE>
                                      -8-

and the impact of such activity was not material on its  financial  condition or
results of operations of the Company.

Year 2000 Project
-----------------

      WPSC's  company wide Year 2000  Project is  proceeding  on  schedule.  The
project addresses all aspects of computing at WPSC 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 in
addition  surveying  WPSC's  major  suppliers  and  customers  to  assure  their
readiness.

      Mainframe  business  systems are  anticipated to be Year 2000 compliant by
the end of 1998; external data interfaces,  mainframe  software,  voice and data
systems and internal networks and personal  computers are anticipated to be Year
2000 compliant by the end of the first quarter of 1999;  process control systems
are  anticiapted  to be  compliant  by the end of the  second  quarter  of 1999.
Building  controls are Year 20000 compliant at this time.  Supplier and customer
survey's are 25% complete at this time and  completion is expected by the end of
the second quarter of 1999.

      The total costs associated with the required  modifications to become Year
2000  compliant  is not  expected  to be  material  to the  Company's  financial
condition or results of  operations.  The estimated  total cost of the Year 2000
Project is $2.0  million.  The total  amount  expended  on the  project  through
October 1998 is $1.5 million.  Funds are being  provided to the project  through
departmental expenses budgeted for at the beginning of this project.

      Failure to correct a Year 2000 problem could result in an  interruption of
certain  normal  business  activities  or  operations.  The Year 2000 project is
expected to  eliminate  any issues that would cause such an  interruption.  WPSC
believes that the  implementation of the Year 2000 project changes will minimize
any  interruptions.  WPSC is currently in the process of developing  contingency
plans regarding component failure of any Year 2000 non-compliant  segment of the
business.



<PAGE>

                                       -9-

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 expended.  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" (SFAS 133). 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.



<PAGE>

                                      -10-

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


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

                27 Financial Data Schedule



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

                None



<PAGE>
                                      -11-


                                   SIGNATURES



      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                    WHEELING-PITTSBURGH CORPORATION
                   
                   
                   
                   
                                    /s/      P. J. Mooney
                                    -------------------------------
                                             P. J. Mooney
                                             Chief Financial Officer
                                             (Principal Financial Officer and
                                              Principal Accounting Officer)

        
November 13, 1998