<PAGE>   1





                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

For quarter ended September 30, 1996                  Commission File No. 1-4368




                               THE LTV CORPORATION

             (Exact name of registrant as specified in its charter)

            Delaware                                             75-1070950
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                             Identification No.)

   25 West Prospect Avenue                                         44115
       Cleveland, Ohio                                           (Zip Code)

       Registrant's telephone number, including area code: (216)622-5000

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 periods 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 
                                                        ---        ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.

                                              105,286,355 shares of common stock
                                                     (as of October 24, 1996)

<PAGE>   2


                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                               THE LTV CORPORATION

                        CONSOLIDATED STATEMENT OF INCOME

                      (in millions, except per share data)

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                           Three Months Ended                  Nine Months Ended
                                                             September 30,                       September 30,
                                                     -------------------------------    --------------------------------
                                                         1996             1995               1996             1995
                                                     --------------   --------------    ---------------  ---------------
<S>                                                      <C>              <C>                <C>              <C>      
SALES                                                $     1,048.9    $     1,040.2     $      3,117.1   $      3,238.3

Costs and expenses:
   Cost of products sold                                     909.9            889.8            2,717.0          2,722.1
   Depreciation and amortization                              66.2             62.6              201.2            189.4
   Selling, general and administrative                        38.1             33.3              110.3            102.5
   Net interest and other income                             (10.0)           (15.7)             (27.9)           (33.2)
                                                     --------------   --------------    ---------------  ---------------
      Total                                                1,004.2            970.0            3,000.6          2,980.8
                                                     --------------   --------------    ---------------  ---------------
INCOME FROM CONTINUING OPERATIONS
   BEFORE INCOME TAXES                                        44.7             70.2              116.5            257.5

Income tax provision:
   Taxes payable                                              (1.3)             0.8                0.2              1.9
   Taxes not payable in cash                                  16.6             26.2               41.6             96.9
                                                     --------------   --------------    ---------------  ---------------
      Total                                                   15.3             27.0               41.8             98.8
                                                     --------------   --------------    ---------------  ---------------

INCOME FROM CONTINUING OPERATIONS                             29.4             43.2               74.7            158.7

Discontinued operations                                         -                -                   -             (8.7)
                                                     --------------   --------------    ---------------  ---------------
NET INCOME                                           $        29.4    $        43.2     $         74.7   $        150.0
                                                     ==============   ==============    ===============  ===============


EARNINGS PER SHARE

   Primary                                           $        0.27    $        0.40     $         0.69   $         1.38
                                                     ==============   ==============    ===============  ===============
   Fully diluted                                     $        0.27    $        0.39     $         0.69   $         1.36
                                                     ==============   ==============    ===============  ===============


CASH DIVIDENDS PER COMMON SHARE                      $        0.03    $          -      $         0.06   $            -
                                                     ==============   ==============    ===============  ===============
</TABLE>


See notes to consolidated financial statements.

                                      I-1
<PAGE>   3


                               THE LTV CORPORATION

                           CONSOLIDATED BALANCE SHEET

                      (in millions, except per share data)
<TABLE>
<CAPTION>

                                                              September 30,          December 31,
                                                                   1996                  1995

                                                            -------------------    ------------------
ASSETS                                                          (Unaudited)

CURRENT ASSETS

<S>                                                           <C>                    <C>            
   Cash and cash equivalents                                  $          155.6       $         265.9
   Marketable securities                                                 533.4                 457.2
                                                              -----------------      ----------------
                                                                         689.0                 723.1
   Receivables, less allowance for doubtful accounts                     422.8                 396.1

   Inventories:
      Products                                                           510.7                 512.6
      Materials, purchased parts and supplies                            246.6                 229.9
                                                              -----------------      ----------------
        Total inventories                                                757.3                 742.5

   Prepaid expenses, deposits and other                                   17.3                   8.7
                                                              -----------------      ----------------
        Total current assets                                           1,886.4               1,870.4
                                                              -----------------      ----------------
INVESTMENTS AND OTHER NONCURRENT ASSETS                                  450.1                 369.5

PROPERTY, PLANT AND EQUIPMENT                                          3,780.7               3,658.2
   Allowance for depreciation                                           (702.8)               (518.0)
                                                              -----------------      ----------------
        Total property, plant and equipment                            3,077.9               3,140.2
                                                              -----------------      ----------------
                                                              $        5,414.4       $       5,380.1
                                                              =================      ================
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable                                           $          309.8       $         255.0
   Accrued employee compensation and benefits                            356.4                 408.4
   Other accrued liabilities                                             197.7                 183.3
                                                              -----------------      ----------------
      Total current liabilities                                          863.9                 846.7
                                                              -----------------      ----------------
NONCURRENT LIABILITIES

   Long-term debt                                                        151.5                 150.4
   Postemployment health care and other insurance benefits             1,586.8               1,598.4
   Pension benefits                                                      926.6                 988.7
   Other                                                                 404.2                 420.7
                                                              -----------------      ----------------
      Total noncurrent liabilities                                     3,069.1               3,158.2
                                                              -----------------      ----------------
SHAREHOLDERS' EQUITY

   Convertible preferred stock (stated value $50.0)                        0.5                   0.5
   Common stock (par value $0.50 per share)                               52.8                  52.8
   Additional paid-in capital                                            999.6                 958.0
   Retained earnings                                                     616.0                 549.3
   Minimum pension liability adjustment                                 (184.8)               (184.8)
   Other                                                                  (2.7)                 (0.6)
                                                              -----------------      ----------------
      Total shareholders' equity                                       1,481.4               1,375.2
                                                              -----------------      ----------------
                                                              $        5,414.4       $       5,380.1
                                                              =================      ================
</TABLE>



See notes to consolidated financial statements.

                                      I-2
<PAGE>   4


                               THE LTV CORPORATION

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                  (in millions)

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                           Nine Months Ended
                                                                             September 30,
                                                                     -------------------------------
                                                                         1996              1995
                                                                     -------------     -------------
<S>                                                                     <C>                <C>     
OPERATING ACTIVITIES

   Income from continuing operations                                    $    74.7          $  158.7
   Adjustments to reconcile income to net cash provided by
      operating activities:

      Depreciation and amortization                                         201.2             189.4
      Income tax provision not payable in cash                               41.6              96.9
      Defined benefit pension expense                                        51.3              91.1
      Postemployment benefit payments
        (more) less than related expense                                     (0.3)              6.5
      VEBA Trust contributions                                              (11.3)            (19.1)
      Changes in assets and liabilities                                     (19.1)             45.7
      Other                                                                 (10.0)             (6.0)
                                                                        ----------         ---------
        Net cash provided by operating activities                           328.1             563.2
                                                                        ----------         ---------
INVESTING ACTIVITIES

   Capital expenditures                                                    (139.1)           (141.7)
   Investment in steel-related businesses                                   (69.1)            (59.4)
   Net purchases of marketable securities                                   (76.2)           (286.8)
   Proceeds from dispositions of discontinued
      operations, businesses and properties                                  10.3              93.9
   Other                                                                    (12.1)             (4.0)
                                                                        ----------         ---------
        Net cash used in investing activities                              (286.2)           (398.0)
                                                                        ----------         ---------
FINANCING ACTIVITIES

   Pension funding to restored plans                                       (144.2)           (192.8)
   Payments on long-term debt                                                   -             (38.6)
   Preferred dividends paid                                                  (1.7)             (1.7)
   Common dividends paid                                                     (6.3)                -
   Other                                                                        -              (0.9)
                                                                        ----------         ---------
        Net cash used in financing activities                              (152.2)           (234.0)
                                                                        ----------         ---------
Net decrease in cash and cash equivalents                                  (110.3)            (68.8)
Cash and cash equivalents at beginning of period                            265.9             335.4
                                                                        ----------         ---------
Cash and cash equivalents at end of period                              $   155.6          $  266.6
                                                                        ==========         =========

Supplemental cash flow information is presented as follows:

Interest payments                                                       $     8.4          $    6.3
Income tax payments                                                           1.9               0.9
Capitalized interest                                                          7.2               6.0
Purchases of marketable securities                                        3,281.1           4,170.0
Sales and maturities of marketable securities                             3,205.9           3,884.2

</TABLE>


See notes to consolidated financial statements.

                                      I-3
<PAGE>   5


                               THE LTV CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 1996

NOTE (1) - The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and disclosures required by generally accepted accounting principles for
complete financial statements. All adjustments that are, in the opinion of
management, necessary for a fair presentation have been made and are of a
recurring nature unless otherwise disclosed herein. Certain prior period amounts
have been reclassified to conform with the current period presentation. The
results of operations for the interim periods are not necessarily indicative of
results of operations for a full year. For further information, refer to the
consolidated financial statements and the notes thereto for the year ended
December 31, 1995 included in the LTV Annual Report to Shareholders incorporated
by reference into the 1995 Annual Report on Form 10-K filed with the Securities
and Exchange Commission.

NOTE (2) - The Company's income tax provision from continuing operations was
$41.8 million in the first nine months of 1996 compared with $98.8 million in
1995. Included in the 1996 and 1995 first nine months' income tax provisions are
federal and state income tax expense amounts of $41.6 million and $96.9 million,
respectively, which do not result in cash payments. As LTV realizes the benefits
of pre-reorganization net deferred tax assets through reduced cash tax payments,
such benefits increase paid-in capital. In prior years, such benefits reduced
the intangible asset resulting from the reorganization until it was eliminated
in 1995. The Company's actual income tax cash payments are, and will continue to
be, significantly less than the total financial statement expense amounts as the
benefits of pre-reorganization net deferred tax assets are realized. Amounts
totaling $41.6 million and $66.0 million were reported as increases to the
additional paid-in capital account of shareholders' equity in the first nine
months ended 1996 and 1995, respectively. The Company's tax rate for the third
quarter of 1996 is lower than the prior year primarily due to the favorable
settlement of certain prior year tax matters.

                                      I-4
<PAGE>   6


                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS - COMPARISON OF THIRD QUARTER AND FIRST NINE MONTHS 1996
AND 1995

Sales
-----

     Sales of $1.049 billion in the third quarter of 1996 increased by $9
million (1%) from the third quarter of 1995. Third quarter 1996 steel shipments
of 2.0 million tons increased by 44,000 tons (2%) from the third quarter of
1995. The overall sales increase in the third quarter of 1996 resulted from
higher shipments, partially offset by lower average selling prices. Sales of
$3.117 billion in the first nine months of 1996 decreased by $121 million (4%)
from the first nine months of 1995. The decreased sales reflect the lower
average selling prices in the first nine months of 1996, partially offset by
higher shipments. Steel shipments of 6.1 million tons in the first nine months
increased by 176,000 tons (3%) from the first nine months of 1995.

     In the third quarter of 1996, hot and cold rolled product sales of $494.3
million were 8% lower versus the third quarter of 1995, reflecting a decrease in
average selling prices and a 7% decrease in shipments. Galvanized product sales
of $311.5 million were 12% higher in the third quarter of 1996 versus the third
quarter of 1995, reflecting an 18% increase in shipments and a decrease in
average selling prices. Tin mill product sales of $121.2 million were 14% higher
in the third quarter of 1996, reflecting a 17% increase in shipments and a
decrease in average selling prices. Tubular product sales of $85.7 million,
consisting primarily of electrical conduit, electric weld pipe and welded
tubing, were 11% higher in the third quarter of 1996, reflecting a 16% increase
in shipments, partially offset by a decrease in average selling prices.

     In the first nine months of 1996, hot and cold rolled product sales of
$1.525 billion were 7% lower versus the first nine months of 1995, reflecting a
decrease in average selling prices on approximately the same amount of
shipments. Galvanized product sales of $923.1 million were 1% lower in the first
nine months of 1996 versus the first nine months of 1995, reflecting a 7%
increase in shipments and a decrease in average selling prices. Tin mill product
sales of $329.2 million were 4% higher in the first nine months of 1996,
reflecting a 9% increase in shipments, offset by a decrease in average selling
prices. Tubular product sales of $241.7 million were approximately the same as
the prior year, reflecting a decrease in average selling prices on a 5% increase
in shipments.

     Nonsteel sales in the third quarter of 1996 of $36.2 million were $5.2
million less than in the third quarter of 1995. Nonsteel sales in the first nine
months of 1996 of $97.9 million were $10.2 million less than the first nine
months of 1995.

Production and Costs
--------------------

     Raw steel production of 2.2 million tons in the third quarter of 1996
increased by 44,000 tons compared with the third quarter of 1995. The average
operating rate (of AISI defined capacity) at the Company's steelmaking
facilities during the third quarter of 1996 was 103% compared with 101% in 1995.
The reduced production level in 1995 was due to a four-week production
interruption for a blast furnace repair outage at the Indiana Harbor Works.

                                      I-5
<PAGE>   7

     Raw steel production of 6.6 million tons in the first nine months of 1996
increased by 221,000 tons compared with the first nine months of 1995. The
average operating rate at the Company's steelmaking facilities during the first
nine months of 1996 was 105% compared with 102% in 1995.

     Cost of products sold as a percentage of sales increased to 86.7% in the
third quarter of 1996 from 85.5% in the third quarter of 1995 and increased to
87.2% in the first nine months of 1996 from 84.1% in the first nine months of
1995. The percentage increases result from the lower average selling prices in
the 1996 periods. Productivity and cost improvements in the first nine months of
1996 were partially offset by adverse weather cost penalties primarily at the
Company's iron ore and coke plant operations.

Net Interest and Other Income
-----------------------------

     Net interest and other income totaled $10.0 million and $27.9 million in
the third quarter and first nine months of 1996, respectively. These lower
amounts in the current year periods versus the prior year periods were primarily
due to the $5.8 million gain related to unclaimed bankruptcy distributions
recorded in the third quarter of 1995.

Income Taxes
------------

     For information regarding income taxes, see Note (2) to the consolidated
financial statements.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's sources of liquidity include cash and cash equivalents,
marketable securities, cash from operations, amounts available under credit
facilities and other external sources of funds. Management believes that these
sources are sufficient to fund the current requirements of working capital,
capital expenditures, investments in joint ventures, pensions and postemployment
health care.

     During the first nine months of 1996, cash provided by operating activities
amounted to $328.1 million. Major uses of cash during the first nine months of
1996 included contributions to the Company's restored pension plans of $144.2
million, capital expenditures of $139.1 million, investments in steel-related
businesses of $69.1 million and net purchases of marketable securities of $76.2
million. In the first nine months of 1996, total cash and cash equivalents
decreased by $110.3 million to $155.6 million at September 30, 1996. Since
December 31, 1995, total cash, cash equivalents and marketable securities have
decreased by $34.1 million to $689.0 million at September 30, 1996.

     The Company's receivables credit facility permits borrowings of up to $320
million for working capital requirements and general corporate purposes, $100
million of which may be used to issue letters of credit. At September 30, 1996,
$296.6 million was permitted to be borrowed; however, no borrowings were
outstanding and letters of credit outstanding amounted to $25.8 million under
this facility. The Company also has a separate letter of credit facility that
provides for the issuance of up to $150 million in letters of credit. At
September 30, 1996, letters of credit totaling $83.4 million were outstanding
under this facility.

                                      I-6
<PAGE>   8

     The Company's long-term debt and credit facilities' agreements contain
various covenants that require the Company to maintain certain financial ratios
and amounts. These agreements, as well as the Company's agreement with the
Pension Benefit Guaranty Corporation (the "PBGC Agreement"), place certain
restrictions on payments of dividends, capital expenditures, investments in
subsidiaries and borrowings. The PBGC Agreement also requires that a significant
portion of the Company's annual cash flow be contributed to the Company's
pension plans. Under the terms of the most restrictive debt covenant,
approximately $140.0 million of retained earnings are available for Common Stock
dividend payments at September 30, 1996. Substantially all of the Company's
receivables and inventories are pledged as collateral under these debt
agreements. The Company does not believe that the restrictions contained in
these financial and operating covenants will cause significant limitations on
the Company's financial flexibility.

     A 1993 agreement with the United Steelworkers of America ("USWA") provided
that a portion of the requirements with respect to certain postemployment
benefits would be secured by a junior lien of $250 million on collateral with an
unencumbered fair market value of at least $500 million. The initial security
was provided by the grant of a mortgage on facilities having a carrying value of
approximately $500 million.

     LTV competes directly with domestic and foreign integrated flat rolled
carbon steel producers, minimills and indirectly with producers of plastics,
aluminum and other materials such as ceramics and wood, which sometimes can be
substituted for flat rolled carbon steel in manufacturing and construction.
Certain companies have announced plans or begun construction of additional
minimills to produce flat rolled products. Thin slab casting technologies have
allowed some minimills to enter certain flat rolled markets that have
traditionally been supplied by integrated producers. The primary factors that
affect competition include price, quality, delivery and customer service. LTV
targets quality-critical, value-added applications and believes it is able to
differentiate some of its products from those of competitors on the basis of
product quality, on-time delivery performance, and product and technical support
to customers. LTV will continue to require substantial funds in future years to
maintain and improve its steel operations in order to compete with steel
substitutes, minimills and other fully integrated steelmakers. Capital
expenditures for the nine months ended September 30, 1996 totaled $139.1 million
and for the full year are estimated to total approximately $230 million. LTV's
investment in Trico Steel Company joint venture for the nine months ended
September 30, 1996 totaled $59.9 million and completed the Company's expected
investment of $150 million. In the third quarter of 1996, the Company invested
$9.2 million in Cliffs and Associates, Ltd, a joint venture to produce direct
reduced iron (DRI) briquettes in the Republic of Trinidad and Tobago.

ENVIRONMENTAL LIABILITIES AND RELATED COSTS

     LTV is subject to changing and increasingly stringent environmental laws
and regulations concerning air emissions, water discharges and waste disposal,
as well as remediation activities that involve the clean-up of environmental
media such as soils and groundwater ("remediation liabilities"). As a
consequence, the Company has incurred, and will continue to incur, substantial
capital expenditures and operating and maintenance expenses in order to comply
with such requirements. Additionally, if any of the Company's facilities are
unable to meet required environmental standards or laws, those operations could
be temporarily or permanently closed.

                                      I-7
<PAGE>   9

     The Company spent $12.3 million during the first nine months of 1996 for
environmental clean-up and related matters at operating and idled facilities,
and at September 30, 1996, has a recorded liability of $88.7 million for known
and identifiable environmental and related matters. As the Company becomes aware
of additional matters or obtains more information, it may be required to record
additional liabilities for environmental remediation. The Company also spent
$17.6 million in the first nine months of 1996 for environmental
compliance-related capital expenditures and expects it will be required to spend
an average of approximately $30 million annually in capital expenditures during
the next five years to meet environmental standards.

OTHER MATTERS

     In conjunction with its contract with the USWA, the Company is currently
negotiating certain wage provisions that, in the absence of an agreement, will
be subject to binding arbitration and effective as of August 1, 1996. Each party
submitted their final offer to the arbitrator on May 7, 1996. The arbitration
hearing took place in early October 1996, and a ruling is expected during the
fourth quarter. The current contract prohibits strikes and other work
interruptions during the term of the agreement, which expires August 1, 1999.

OUTLOOK

     To date, the Company has continued to experience a high demand for its
products and strong rate of incoming orders, although this may not continue in
the future due to rising import levels and a strengthening dollar. These
factors, along with industry capacity additions, could affect future market
prices.

     This report includes forward-looking statements. Our use of the words
"outlook," "believes", "estimate," "expect" and similar words are intended to
identify these statements as forward looking. These statements represent our
current judgment on what the future holds. While we believe them to be
reasonable, a number of important factors could cause actual results to differ
materially from those projected. These factors include relatively small changes
in market price or market demand; changes in raw material costs; increased
operating costs; loss of business from major customers, especially for high
value-added product; unanticipated expenses; substantial changes in financial
markets; labor unrest; unfair foreign competition; or major equipment failure.
In this regard, we also direct your attention to factors discussed above in the
Management's Discussion and Analysis.

                                      I-8
<PAGE>   10

                                     PART II

ITEM 1.  LEGAL PROCEEDINGS.

     In September 1996, the U.S. Court of Appeals for the Second Circuit
reversed the prior decisions of two lower courts and held that Aetna Casualty
and Surety Company ("Aetna") had a right to recover from LTV in the Chapter 11
proceedings amounts that Aetna had paid out for black lung benefits pursuant to
a surety bond. This claim for recovery, which is estimated to aggregate
approximately $3 to $5 million, is part of a bankruptcy action brought by Aetna
against LTV which is described under the heading "Joint Plan" in Item 3 in
LTV's Report on Form 10-K for the year ended December 31, 1995 ("10-K Report").

     Also in 1996, LTV Steel Company, Inc. ("LTV Steel"), a wholly-owned
subsidiary of LTV, filed an action in the U.S. Court of Federal Claims seeking
recovery of approximately $25 million in Federal Insurance Contribution Act
("FICA") and Federal Unemployment Tax Act ("FUTA") taxes which were paid by LTV
Steel to the U.S. government during the period 1987 through 1993 in connection
with certain pension make-up payments made to certain hourly and salaried
retirees.

ITEM 5.  OTHER INFORMATION

BY-LAW AMENDMENTS:
ADVANCE STOCKHOLDER NOTICE REQUIREMENTS AND OTHER PROVISIONS

     On October 25, 1996, LTV adopted amendments to its By-Laws intended to
promote the efficient functioning of its annual meetings and stockholder
democracy. The amendments confirm LTV's control over the time, place and conduct
of stockholder meetings, require advance notice by mail or delivery to LTV of
stockholder proposals or director nominations for annual meetings and require
persons wishing to conduct a solicitation of written consents of stockholders or
to call a special meeting of stockholders to apply to the Board of Directors to
set a record date for the consent solicitation or to determine whether the
requisite number of stockholders desire to call a special meeting.

     Under the amended By-Laws, stockholders must provide LTV with at least 60
days, but no more than 90 days, notice prior to the announced Tentative Meeting
Date of (i) business the stockholder is proposing for consideration at that
meeting and (ii) persons the stockholder intends to nominate for election as
directors at that meeting.

     LTV's Board of Directors has selected April 22, 1997 as the Tentative
Meeting Date for the next annual meeting of stockholders. Accordingly,
stockholders who intend to propose business for consideration or to nominate
persons for election as directors at the 1997 annual meeting must provide notice
and the required information to LTV no earlier than January 22, 1997 and no
later than February 21, 1997.

                                      II-1
<PAGE>   11


REQUIRED APPROVAL FOR CERTAIN PURCHASES OF
COMMON STOCK AND SERIES A WARRANTS

     For the purpose of preserving LTV's ability to utilize certain favorable
tax attributes, Article Ninth of LTV's Restated Certificate of Incorporation
prohibits, with certain limited exceptions, any unapproved acquisition of Common
Stock or Series A Warrants that would cause the ownership interest percentage of
the acquirer or any other person to increase to 4.5% or above. A person's
ownership interest percentage for purposes of Article Ninth is determined by
reference to specified federal income tax principles, including attribution of
shares from certain related parties, deemed exercise of rights to acquire stock
(such as the Company's Series A Warrants) and aggregation of shares purchased by
persons acting in concert. PURCHASES OF COMMON STOCK OR SERIES A WARRANTS FROM
ANY PERSON OTHER THAN THE COMPANY ARE SUBJECT TO THE LIMITATIONS IMPOSED BY
ARTICLE NINTH, AND ANY UNAPPROVED PURCHASE IN EXCESS OF THE AMOUNTS PERMITTED BY
ARTICLE NINTH WILL BE VOID AB INITIO. A PROSPECTIVE PURCHASER OF COMMON STOCK OR
SERIES A WARRANTS WHO BELIEVES THAT IT MAY BE SUBJECT TO THE LIMITATIONS IMPOSED
BY ARTICLE NINTH SHOULD CONSULT WITH THEIR ADVISORS OR LTV IN ADVANCE OF
ACQUIRING SUCH SECURITIES TO DETERMINE IF ADVANCE APPROVAL MUST BE OBTAINED FROM
LTV'S BOARD OF DIRECTORS.

     LTV's Board of Directors was required by Article Ninth of LTV's Restated
Certificate of Incorporation to consider during 1996 whether to waive the
transfer restrictions in Article Ninth with respect to all future transfers of
securities. At its October 1996 meeting, the Board of Directors, after
considering all relevant factors, determined not to waive Article Ninth at this
time.

ITEM 6.  EXHIBITS AND REPORTS ON  8-K

     (a)        Exhibits

     Certain of the exhibits to this Report are hereby incorporated by
reference, as specified below, to other documents filed with the Commission by
LTV. Exhibit designations below correspond to the numbers assigned to exhibit
classifications in Regulation S-K.

      (3)-(1) - Amendments to LTV By-Laws adopted on October 25, 1996 (filed
                herewith)

     (10)-(1) - LTV Executive Benefit Plan as amended and restated effective
                January 1, 1985 (incorporated herein by reference to Exhibit
                (10)(c)-(2) to LTV's Report on Form 10-K for the year ended
                December 31, 1985)

     (10)-(2) - Amendment to LTV Executive Benefit Plan adopted November 20,
                1987 (incorporated herein by reference to Exhibit (10)(c)-(3) 
                to LTV's Report on Form 10-K for the year ended December 31,
                1987)

     (10)-(3) - LTV Excess Benefit Plan dated as of January 1, 1985
                (incorporated herein by reference to Exhibit (10)(c)-(5) to 
                LTV's Report on Form 10-K for the year ended December 31, 1984)

                                      II-2
<PAGE>   12

     (10)-(4) - Settlement Agreement dated as of June 28, 1993 between LTV, the
                PBGC, the Initial LTV Group (as defined in the Settlement
                Agreement) and LTV, as Administrator of the Restored Plans
                (incorporated herein by reference to Exhibit 10.10 to LTV's
                Report on Form 10-Q for the quarter ended June 30, 1993)

     (10)-(5) - Assignment, Pledge and Security Agreement dated as of June 28,
                1993 between LTV Steel Company, Inc. and the PBGC (incorporated
                herein by reference to Exhibit 10.11 to LTV's Report on Form
                10-Q for the quarter ended June 30, 1993)

     (10)-(6) - Securities Purchase Agreement dated as of May 26, 1993 by and
                among LTV, LTV Steel Company, Inc. and SMI America, Inc.
                (incorporated herein by reference to Exhibit 2 to SMI America,
                Inc.'s 13D Filing)

     (10)-(7) - Common Stock Registration Rights Agreement dated as of June 28,
                1993 by and between LTV and SMI America, Inc. (incorporated
                herein by reference to Exhibit 5 to SMI America, Inc.'s 13D
                Filing)

     (10)-(8) - Consultation and Management Participation Agreement dated as of
                June 28, 1993 between LTV and Sumitomo Metal Industries, Ltd.
                (incorporated herein by reference to Exhibit 6 to SMI America,
                Inc.'s 13D Filing)

     (10)-(9) - L-S Exchange Right and Security Agreement dated as of June 28,
                1993 by and among LTV/EGL Holding Company, Sumikin EGL Corp.,
                LTV, SMI America Inc., and Sumitomo Metal USA Corporation
                (incorporated herein by reference to Exhibit 7 to SMI America,
                Inc.'s 13D Filing)

     (10)-(10)- Letter of Credit Agreement dated as of October 12, 1994 among
                LTV Steel Company, Inc., Continental Emsco Company, LTV Steel 
                Mining Company, LTV Steel Tubular Products Company, LTV, various
                financial institutions and BT Commercial Corporation
                (incorporated herein by reference to Exhibit (10)-(12) to LTV's
                Report on Form 10-Q for the quarter ended September 30, 1994)

     (10)-(11)- Subsidiary Guaranty dated as of October 12, 1994 by Georgia
                Tubing Corporation, Youngstown Erie Corporation, Erie B
                Corporation and Erie I Corporation for the benefit of BT
                Commercial Corporation as agent (incorporated herein by 
                reference to Exhibit (10)-(13) to LTV's Report on Form 10-Q for
                the quarter ended September 30, 1994)

                                      II-3

<PAGE>   13


     (10)-(12) - Collateral Account Agreement dated as of October 12, 1994 among
                 LTV Steel Company, Inc., Continental Emsco Company, LTV Steel
                 Mining Company, LTV Steel Tubular Products, LTV and BT
                 Commercial Corporation as collateral agent (incorporated herein
                 by reference to Exhibit (10)-(14) to LTV's Report on Form 10-Q
                 for the quarter ended September 30, 1994)

     (10)-(13) - Inventory Security Agreement dated as of June 28, 1993 and
                 amended and restated as of October 12, 1994 among LTV, LTV
                 Steel Company, Inc., LTV Steel Mining Company, Continental 
                 Emsco Company, LTV Steel Tubular Products Company and BT
                 Commercial Corporation as agent (incorporated herein by 
                 reference to Exhibit (10)-(15) to LTV's Report on Form 10-Q for
                 the quarter ended September 30, 1994)

     (10)-(14) - Inventory Intercreditor Agreement dated as of June 28, 1993 and
                 amended and restated as of October 12, 1994 among BT Commercial
                 Corporation as agent for the Lenders and SMI America, Inc. as
                 agent for the Noteholders (incorporated herein by reference to
                 Exhibit (10)-(16) to LTV's Report on Form 10-Q for the quarter
                 ended September 30, 1994)

     (10)-(15) - Intercreditor Collateral Account Agreement dated as of October
                 12, 1994 by and among LTV Steel Company, Inc., LTV and BT
                 Commercial Corporation (incorporated herein by reference to
                 Exhibit (10)-(17) to LTV's Report on Form 10-Q for the quarter
                 ended September 30, 1994)

     (10)-(16) - Pledge Agreement dated as of October 12, 1994 between LTV, LTV
                 Steel Company, Inc., Continental Emsco Company, LTV Steel 
                 Tubular Products Company, Georgia Tubing Corporation and BT
                 Commercial Corporation (incorporated herein by reference to
                 Exhibit (10)-(18) to LTV's Report on Form 10-Q for the quarter
                 ended September 30, 1994)

     (10)-(17) - Amended and Restated Subordination Agreement dated as of June
                 28, 1993 and amended and restated as of October 12, 1994 among
                 the PBGC, BT Commercial Corporation and Chemical Bank
                 (incorporated herein by reference to Exhibit (10)-(19) to LTV's
                 Report on Form 10-Q for the quarter ended September 30, 1994)

     (10)-(18) - Amendments Nos. 1 and 2 to the Securities Purchase Agreement
                 dated as of May 26, 1993 among LTV, LTV Steel Company, Inc. and
                 SMI America, Inc. (incorporated herein by reference to Exhibit
                 (10)-(20) to LTV's Report on Form 10-Q for the quarter ended
                 September 30, 1994)

                                      II-4

<PAGE>   14


     (10)-(19) - Amendments Nos. 1 through 4 to the Settlement Agreement dated
                 as of June 28, 1993 by and among the PBGC, LTV, the Initial LTV
                 Group (as defined in the Settlement Agreement) and LTV, as
                 Administrator of the Restored Plans (incorporated herein by
                 reference to Exhibit (10)-(21) to LTV's Report on Form 10-Q for
                 the quarter ended September 30, 1994)

     (10)-(20) - Revolving Credit Agreement dated as of October 12, 1994 among
                 LTV Sales Finance Company, the financial institutions parties
                 thereto as banks, the issuing banks, the facility agent and
                 collateral agent (incorporated herein by reference to Exhibit
                 (10)-(22) to LTV's Report on Form 10-Q for the quarter ended
                 September 30, 1994)

     (10)-(21) - Receivables Purchase and Sale Agreement dated as of October 12,
                 1994 among LTV, LTV Steel Company, Inc., Continental Emsco
                 Company, LTV Steel Tubular Products Company, Georgia Tubing
                 Corporation and LTV Sales Finance Company (incorporated herein
                 by reference to Exhibit (10)-(23) to LTV's Report on Form 10-Q
                 for the quarter ended September 30, 1994)

     (10)-(22) - Accession Agreement dated as of October 12, 1994 among LTV
                 Sales Finance Company, the financial institutions listed on the
                 signature pages thereof, the issuing bank named thereon, and
                 Bankers Trust Company as facility agent and collateral agent
                 (incorporated herein by reference to Exhibit (10)-(24) to LTV's
                 Report on Form 10-Q for the quarter ended September 30, 1994)

     (10)-(23) - Trust Termination Acknowledgment and Agreement, dated October
                 12, 1994, between LTV Sales Finance Company and Wilmington 
                 Trust Company (incorporated herein by reference to Exhibit
                 (10)-(25) to LTV's Report on Form 10-Q for the quarter ended
                 September 30, 1994)

     (10)-(24) - Assignment and Transfer Agreement, dated as of October 12,
                 1994, by and between LTV Master Receivables Trust and LTV Sales
                 Finance Company (incorporated herein by reference to Exhibit
                 (10)-(26) to LTV's Report on Form 10-Q for the quarter ended
                 September 30, 1994)

     (10)-(25) - Collateral Trust Agreement dated as of May 25, 1993 among LTV,
                 LTV Steel Company, Inc., United Steelworkers of America and 
                 Bank One Ohio Trust Company, NA, as Collateral Trustee
                 (incorporated herein by reference to Exhibit 10.33 to LTV's
                 Report on Form 10-Q for the quarter ended June 30, 1993)

                                      II-5

<PAGE>   15


     (10)-(26) - Open-2nd Mortgage, Security Agreement and Fixture Filing dated
                 as of June 28, 1993 by LTV Steel Company, Inc. to Bank One Ohio
                 Trust Company, N.A. (incorporated herein by reference to 
                 Exhibit 10.34 to LTV's Report on Form 10-Q for the quarter
                 ended June 30, 1993)

     (10)-(27) - License Agreement dated as of June 28, 1993 between LTV Steel
                 Company, Inc. and Bank One Ohio Trust Company, N.A. 
                 (incorporated herein by reference to Exhibit 10.35 to LTV's
                 Report on Form 10-Q for the quarter ended June 30, 1993)

     (10)-(28) - Warrant Agreement dated as of June 28, 1993 between LTV and
                 Society National Bank, as Warrant Agent (incorporated herein by
                 reference to Exhibit 10.37 to LTV's Report on Form 10-Q for the
                 quarter ended June 30, 1993)

     (10)-(29) - Settlement Agreement and Stipulated Order on behalf of the
                 United States of America on behalf of the United States
                 Environmental Protection Agency approved by the United States
                 Bankruptcy Court Southern District of New York (the "Court") on
                 April 15, 1993 and supplemented by Exhibit 10.38 below
                 (incorporated herein by reference to Exhibit 10.38 to LTV's
                 Report on Form 10-Q for the quarter ended June 30, 1993)

     (10)-(30) - Second Settlement Agreement and Stipulated Order supplementing
                 10.36 above and approved by the Court on May 19, 1993
                 (incorporated by reference to Exhibit 10.39 to LTV's 
                 Registration Statement on Form S-1 [Registration No. 
                 33-50217])

     (10)-(31) - Settlement Agreement and Stipulated Order on behalf of the
                 State of Minnesota approved by the Court on May 19, 1993
                 (incorporated herein by reference to Exhibit 10.39 to LTV's
                 Report on Form 10-Q for the quarter ended June 30, 1993)

     (10)-(32) - Settlement Agreement and Stipulated Order on behalf of the
                 State of Indiana on behalf of the Indiana Department of
                 Environmental Management approved by the Court on May 24, 1993
                 (incorporated herein by reference to Exhibit 10.40 to LTV's
                 Report on Form 10-Q for the quarter ended June 30, 1993)

     (10)-(33) - Settlement Agreement and Stipulated Order on behalf of the
                 State of New York and approved by the Court on May 24, 1993
                 (incorporated herein by reference to Exhibit 10.42 to LTV's
                 Report on Form 10-Q for the quarter ended June 30, 1993)

     (10)-(34) - Settlement Agreement and Stipulated Order on behalf of the
                 State of Connecticut and approved by the Court on May 19, 1993
                 (incorporated herein by reference to Exhibit 10.43 to LTV's
                 Report on Form 10-Q for the quarter ended June 30, 1993)

                                      II-6
<PAGE>   16

     (10)-(35) - Settlement Agreement and Stipulated Order on behalf of the
                 Commonwealth of Pennsylvania and approved by the Court on May
                 24, 1993 (incorporated herein by reference to Exhibit 10.44 to
                 LTV's Report on Form 10-Q for the quarter ended June 30, 1993)

     (10)-(36) - Settlement Agreement and Stipulated Order on behalf of the
                 State of Ohio on behalf of the Ohio Environmental Protection 
                 Agency and approved by the Court on May 24, 1993 (incorporated
                 herein by reference to Exhibit 10.45 to LTV's Report on Form 
                 10-Q for the quarter ended June 30, 1993)

     (10)-(37) - Settlement Agreement and Stipulated Order on behalf of the
                 State of Georgia and approved by the Court on May 24, 1993
                 (incorporated herein by reference to Exhibit 10.46 to LTV's
                 Report on Form 10-Q for the quarter ended June 30, 1993)

     (10)-(38) - Closing Agreement Between LTV, its subsidiaries and the
                 Commissioner of Internal Revenue as filed with the United 
                 States Bankruptcy Court for the Southern District of New York 
                 on May 14, 1993 (incorporated herein by reference to Exhibit
                 10.47 to LTV's Report on Form 10-Q for the quarter ended June 
                 30, 1993)

     (10)-(39) - The LTV Corporation Non-Employee Directors Stock Option Plan
                 adopted on October 22, 1993 (incorporated herein by reference
                 to Exhibit 10.49 to Amendment No. 2 to LTV's Registration
                 Statement on Form S-1 [Registration No. 33-50217])

     (10)-(40) - Amendment to LTV Executive Benefit Plan adopted October 22,
                 1993 (incorporated herein by reference to Exhibit 10.50 to
                 Amendment No. 2 to LTV's Registration Statement on Form S-1
                 [Registration No. 33-50217])

     (10)-(41) - LTV Executive Benefit Trust Agreement approved on October 22,
                 1993 (incorporated herein by reference to Exhibit 10.51 to
                 Amendment No. 2 to LTV's Registration Statement on Form S-1
                 [Registration No. 33-50217])

     (10)-(42) - The LTV Corporation Supplemental Management Retirement Plan
                 adopted on October 22, 1993 (incorporated herein by reference 
                 to Exhibit 10.52 to Amendment No. 2 to LTV's Registration
                 Statement on Form S-1 [Registration No. 33-50217])

     (10)-(43) - The LTV Corporation Supplemental Management Retirement Trust
                 Agreement approved on October 22, 1993 (incorporated herein by
                 reference to Exhibit 10.53 to Amendment No. 2 to LTV's
                 Registration Statement on Form S-1 [Registration No. 33-50217])


                                      II-7
<PAGE>   17


     (10)-(44) - The LTV Corporation Management Incentive Program as amended on
                 January 28, 1994 (incorporated by reference to Exhibit 
                 (10)-(53) to LTV's Report on Form 10-K for the year ended 
                 December 31, 1993)

     (10)-(45) - Amendment to The LTV Corporation Supplemental Management
                 Retirement Plan adopted on January 28, 1994 (incorporated by
                 reference to Exhibit (10)-(54) to LTV's Report on Form 10-K for
                 the year ended December 31, 1993)

     (10)-(46) - Amendment to LTV Executive Benefit Plan adopted October 28,
                 1994 (incorporated herein by reference to Exhibit (10)-(48) to
                 LTV's Report on Form 10-Q for the quarter ended September 30,
                 1994)

     (10)-(47) - Amendment to The LTV Corporation Management Incentive Program
                 adopted October 28, 1994 (incorporated herein by reference to
                 Exhibit (10)-(49) to LTV's Report on Form 10-Q for the quarter
                 ended September 30, 1994)

     (10)-(48) - Amendment to The LTV Corporation Non-Employee Directors Stock
                 Option Plan adopted October 28, 1994 (incorporated herein by
                 reference to Exhibit (10)-(50) to LTV's Report on Form 10-Q for
                 the quarter ended September 30, 1994)

     (10)-(49) - Amendment to The LTV Corporation Supplemental Management
                 Retirement Plan adopted on October 28, 1994 (incorporated 
                 herein by reference to Exhibit (10)-(51) to LTV's Report on 
                 Form 10-Q for the quarter ended September 30, 1994)

     (10)-(50) - The LTV Corporation Non-Employee Directors' Equity Compensation
                 Plan (incorporated herein by reference to Exhibit 4.3 to LTV's
                 Registration Statement on Form S-8 [Registration No.
                 33-56857])

     (10)-(51) - The LTV Corporation Non-Employee Directors' Deferred
                 Compensation Plan (incorporated herein by reference to Exhibit
                 (10)-(53) to LTV's Report on Form 10-K for the year ended
                 December 31, 1994)

     (10)-(52) - The LTV Corporation Executive Deferred Compensation Plan
                 (incorporated herein by reference to Exhibit (10)-(54) to LTV's
                 Report on Form 10-K for the year ended December 31, 1994)

     (10)-(53) - Amendment No. 5 to the Settlement Agreement dated as of June
                 28, 1993 by and among the PBGC, LTV, the Initial LTV Group and
                 LTV, as Administrator of the Restored Plans (incorporated
                 herein by reference to Exhibit (10)-(55) to LTV's Report on
                 Form 10-K for the year ended December 31, 1994)

     (10)-(54) - The Hourly Employee Stock Payment Alternative Plan
                 (incorporated

                                      II-8
<PAGE>   18

                 herein by reference to Exhibit 4.3 to LTV's Registration 
                 Statement on Form S-8 [Registration No. 33-56861])

     (10)-(55) - Amendments Nos. 1 through 4 to the Letter of Credit Agreement
                 dated as of October 12, 1994 among LTV Steel Company, Inc.,
                 Continental Emsco Company, LTV Steel Mining Company, LTV Steel
                 Tubular Products Company, LTV, various financial institutions
                 and BT Commercial Corporation (incorporated herein by reference
                 to Exhibit (10)-(56) to LTV's Report on Form 10-Q for the 
                 quarter ended September 30, 1995)

     (10)-(56) - Amendment No. 1 to the Receivables Purchase and Sale Agreement
                 dated as of October 12, 1994 among LTV, LTV Steel Company, 
                 Inc., Continental Emsco Company, LTV Steel Tubular Products
                 Company, Georgia Tubing Corporation and LTV Sales Finance
                 Company (incorporated herein by reference to Exhibit (10)-(57)
                 to LTV's Report on Form 10-Q for the quarter ended September 
                 30, 1995)

     (10)-(57) - Amendments Nos. 6 and 7 to the Settlement Agreement dated as of
                 June 28, 1993 by and among the PBGC, LTV, the Initial LTV 
                 Group  (as defined in the Settlement Agreement) and LTV, as
                 Administrator of the Restored Plans (incorporated herein by
                 reference to Exhibit (10)-(58) to LTV's Report on Form 10-Q for
                 the quarter ended September 30, 1995)

     (10)-(58) - Amendment No. 8 to the Settlement Agreement dated as of June
                 28, 1993 by and among the PBGC, LTV, the Initial LTV Group (as
                 defined in the Settlement Agreement) and LTV as Administrator 
                 of the Restated Plans (incorporated herein by reference to
                 Exhibit (10)-(59) to LTV's Report on Form 10-K for the year 
                 ended December 31, 1995)

     (10)-(59) - Amendment No. 5 dated as of November 15, 1995 to the Letter of
                 Credit Agreement dated as of October 12, 1994 among LTV, LTV
                 Steel Company, Inc., Continental Emsco Company, LTV Steel 
                 Mining Company, LTV Steel Tubular Products Company, various
                 financial institutions and BT Commercial Corporation
                 (incorporated herein by reference to Exhibit (10)-(60) to LTV's
                 Report on Form 10-Q for the quarter ended March 31, 1996)

     (10)-(60) - Amendment No. 6 dated as of February 14, 1996 to the Letter of
                 Credit Agreement dated as of October 12, 1994 among LTV, LTV
                 Steel Company, Inc., Continental Emsco Company, LTV Steel
                 Mining Company, LTV Steel Tubular Products Company, various
                 financial institutions and BT Commercial Corporation
                 (incorporated herein by reference to Exhibit (10)-(61) to LTV's
                 Report on Form 10-Q for the quarter ended March 31, 1996)

                                      II-9
<PAGE>   19

     (10)-(61) - Amendment No. 7 dated as of June 30, 1996 to the Letter of
                 Credit Agreement dated as of October 12, 1994 among LTV, LTV
                 Steel Company, Inc., Continental Emsco Company, LTV Steel 
                 Mining Company, LTV Steel Tubular Products Company, various
                 financial institutions and BT Commercial Corporation
                 (incorporated herein by reference to Exhibit (10)-(61) to LTV's
                 Report on Form 10-Q for the quarter ended June 30, 1996)

     (11)      - Statement re Computation of Per Share Earnings (filed herewith)

     (27)      - Financial Data Schedule (filed herewith)


    (b) Reports on Form 8-K

        No report on Form 8-K was filed by the registrant for the
        relevant period.

                                     II-10
<PAGE>   20




                                   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.

                                                 THE LTV CORPORATION
                                                 -------------------

                                                    (Registrant)

                                           By    /s/ Arthur W. Huge
                                             -----------------------
                                                    Arthur W. Huge
                                                 Senior Vice President
                                                Chief Financial Officer
                                               (Principal Financial and
                                                  Accounting Officer)

Date: October 29, 1996
     ------------------

                                     II-11