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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

/X/    ANNUAL  REPORT   PURSUANT  TO  SECTION  13  OR  15(D)  OF  THE
       SECURITIES  EXCHANGE  ACT OF 1934 For the  fiscal  year  ended
       December 31, 2000.

                                       OR

/ /    TRANSITION REPORT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
       For the transition period from __________ to __________

Commission file number 1-2394

                                 WHX CORPORATION
             (Exact name of registrant as specified in its charter)

                 DELAWARE                               13-3768097
      (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)                Identification No.)

           110 EAST 59TH STREET                            10022
            NEW YORK, NEW YORK                          (ZIP CODE)
 (Address of principal executive offices)

REGISTRANT'S  TELEPHONE  NUMBER,  INCLUDING AREA CODE:  212-355-5200  SECURITIES
REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                                        Name of each exchange on
           Title of each class                              which registered
           -------------------                              ----------------

Common Stock, $.01 par value                           New York Stock Exchange
Series A Convertible Preferred Stock, $.10 par value   New York Stock Exchange
Series B Convertible Preferred Stock, $.10 par value   New York Stock Exchange

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

           Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  Registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K.   X
                             ----

           Aggregate market value of Common Stock held by  non-affiliates of the
Registrant  as of March 31, 2001 was  $20,739,054,  which value,  solely for the
purposes of this  calculation  excludes  shares held by  Registrant's  officers,
directors,  and  their  affiliates.  Such  exclusion  should  not  be  deemed  a
determination by Registrant that all such  individuals are, in fact,  affiliates
of the  Registrant.  The number of shares of Common Stock issued and outstanding
as of March 31, 2001 was  14,920,183,  including  244,510  shares of  redeemable
Common Stock.

                   DOCUMENTS INCORPORATED BY REFERENCE: None.

                  WHX  Corporation  (the  "Company")  hereby amends and restates
Part 3 of its Annual Report on Form 10-K filed with the  Securities and Exchange
Commission on May 1, 2001, to read in its entirety:

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                  The Company's  Certificate of Incorporation and Bylaws provide
for the classification of the Board of Directors into three classes. The term of
the three Class II Directors  expires at the 2001 Annual Meeting of Stockholders
of the Company,  the term of the three Class III  Directors  expires at the 2002
Annual  Meeting of  Stockholders  of the Company and the term of the two Class I
Directors expires at the 2003 Annual Meeting of Stockholders of the Company.

                  The following sets for certain information concerning them are
set forth with respect to the Directors of the Company:

                                                              PRINCIPAL OCCUPATION                                     FIRST YEAR
                                    CLASS OF                  FOR THE PAST FIVE YEARS                                     BECAME
NAME                                DIRECTOR             AND CURRENT PUBLIC DIRECTORSHIPS                  AGE         A DIRECTOR(1)
----                                --------             --------------------------------                  ---         -------------
Neil D. Arnold                        III              DIRECTOR. Private Investor since May 1999.           52              1992
                                                       Group Finance  Director of Lucas Varity plc
                                                       from December 1996 to May 1999,  and
                                                       Executive Vice President - Corporate
                                                       Development from September 1996 to
                                                       December 1996;  Senior Vice President and
                                                       Chief Financial  Officer of Varity  Corporation
                                                       from July 1990 to September  1996.  Lucas
                                                       Varity plc designs, manufactures and supplies
                                                       advanced technology systems, products and
                                                       services in the world's automotive and
                                                       aerospace industries.

Paul W. Bucha                          II              DIRECTOR.  Consultant to the Company since           57              1993
                                                       December 2000.  President, B,L,H&J, Inc. an
                                                       international consulting firm since November
                                                       2000 and from July 1991 to April 1998;
                                                       Chairman of the Board of Wheeling-Pittsburgh
                                                       Steel Corporation from April 1998 to November
                                                       2000; President, Paul W. Bucha & Company,
                                                       Inc., an international marketing consulting firm
                                                       from 1979 to April 1999 and since November
                                                       2000; Chairman and Chief Executive Officer of
                                                       Delta Defense from October 1997 to April 1998.
                                                       President, Congressional Medal of Honor
                                                       Society of U.S. from September 1995 to
                                                       November 1999.

Robert A. Davidow                     III              DIRECTOR AND VICE CHAIRMAN OF THE BOARD.             58              1992
                                                       Private investor since January 1990. Director of
                                                       Arden Group, Inc., a supermarket holding
                                                       company.

William Goldsmith                       I              DIRECTOR.  Management and Marketing                  82              1987
                                                       Consultant since 1984. Chairman of Nucon
                                                       Energy Corp. since 1997 and TMP, Inc. from
                                                       January 1991 to 1993.  Chairman and Chief
                                                       Executive Officer of Overspin Golf Corp. since
                                                       1993.  Chairman and Chief Executive Officer of
                                                       Fiber Fuel International, Inc., from 1994 to
                                                       1997.  Life Trustee to Carnegie Mellon
                                                       University since 1980.

Ronald LaBow                          III              CHAIRMAN OF THE BOARD.  President of Stonehill       65              1991
                                                       Investment Corp. since February 1990. Director
                                                       of Regency Equities Corp., a real estate
                                                       company, and an officer and director of WPN
                                                       Corp., a financial consulting company.

Robert D. LeBlanc                       I               DIRECTOR.  Executive Vice President of the          51              1999
                                                        Company since April 1998.  President and Chief
                                                        Executive Officer of Handy & Harman
                                                        ("H&H") since April 1998. (H&H was acquired
                                                        by the Company in April 1998). President,
                                                        Chief Operating Officer and Director of H&H
                                                        from July 1997 to April 1998.  Executive Vice
                                                        President of H&H from November 1996 to July
                                                        1997.  Executive Vice President of Elf Atochem
                                                        North America, Inc. from January 1994 to
                                                        November 1996.  Director of Church & Dwight
                                                        Co., Inc., a consumer products and specialty
                                                        chemical company, since July 1998.

Marvin L. Olshan                       II               DIRECTOR.  Secretary of the Company since           72              1991
                                                        1991.  Partner, Olshan Grundman Frome
                                                        Rosenzweig & Wolosky LLP, since 1956.

Raymond S. Troubh                      II               DIRECTOR.  Financial Consultant for in excess of    74              1992
                                                        past five years. Mr. Troubh is also a director of
                                                        ARIAD Pharmaceuticals, Inc., Diamond
                                                        Offshore Drilling, Inc., General American
                                                        Investors Company, Gentiva Health Services,
                                                        Inc., a health services business, Health Net, Inc.,
                                                        a managed health care company, Starwood
                                                        Hotels & Resorts, and Triarc Companies, Inc.,
                                                        restaurants and soft drinks.  Trustee of
                                                        Corporate Renaissance Group Liquidating
                                                        Trust, Microcap Liquidating Trust and Petrie
                                                        Stores Liquidating Trust.

(1)      The Company and its  subsidiaries  were  reorganized into a new holding
         company structure ("Corporate  Reorganization") on July 26, 1994. Prior
         to the Corporate Reorganization,  all directors of the Company who were
         directors at the time of the Corporate Reorganization were directors of
         Wheeling-Pittsburgh Corporation.

MEETINGS AND COMMITTEES

         The Board of Directors  met on 9 occasions and took action by unanimous
written  consent on 1 occasion  during the fiscal year ended  December 31, 2000.
There are five  Committees of the Board of Directors:  the Executive

Committee,  the Audit  Committee,  the  Compensation  Committee,  the Nominating
Committee and the Stock Option  Committee (for the 1991 Stock Option Plan).  The
members of the Executive Committee are Ronald LaBow,  Robert A. Davidow,  Marvin
L. Olshan,  Raymond S. Troubh and Neil D. Arnold.  The Executive  Committee took
action by unanimous  written consent on 3 occasions during the fiscal year ended
December 31, 2000. The Executive Committee possesses and exercises all the power
and authority of the Board of Directors in the  management  and direction of the
business and affairs of the Company  except as limited by law and except for the
power to change the membership or to fill vacancies on the Board of Directors or
the Executive Committee.  The members of the Audit Committee are Neil D. Arnold,
Robert A. Davidow and Raymond S. Troubh.  The Audit Committee met on 4 occasions
during the fiscal year ended December 31, 2000. The primary purpose of the Audit
Committee is to assist the Board of Directors in fulfilling  its  responsibility
to oversee the Company's  financial  reporting  activities.  The Audit Committee
annually recommends to the Board of Directors  independent public accountants to
serve as auditors of the  Company's  books,  records and  accounts,  reviews the
scope of the audits performed by such auditors and the audit reports prepared by
them,  reviews and monitors the Company's  internal  accounting  procedures  and
monitors  compliance  with the  Company's  Code of Ethics Policy and Conflict of
Interest  Policy.  The  members  of the  Compensation  Committee  are  Robert A.
Davidow,  William Goldsmith and Marvin L. Olshan. The Compensation Committee met
on 4 occasions and took action by unanimous written consent on 1 occasion during
the fiscal year ended  December 31, 2000.  The  Compensation  Committee  reviews
compensation  arrangements and personnel matters.  The members of the Nominating
Committee  are  Ronald  LaBow,  Marvin L.  Olshan,  Paul W.  Bucha and Robert A.
Davidow.  The Nominating Committee recommends nominees to the Board of Directors
of the Company.  The members of the Stock Option Committee are Raymond S. Troubh
and Robert A. Davidow.  The Stock Option  Committee  administers the granting of
stock options under the 1991 Option Plan. The Stock Option Committee took action
by  unanimous  written  consent on 2  occasions  during  the  fiscal  year ended
December 31, 2000.

         Directors  of the Company who are not  employees  of the Company or its
subsidiaries  are entitled to receive  compensation  for serving as directors in
the amount of $40,000 per annum and $1,000 per Board Meeting, $800 per Committee
Meeting attended in person and $500 per telephonic  meeting other than the Stock
Option Committee, and $1,000 per day of consultation and other services provided
other than at meetings of the Board or Committees thereof, at the request of the
Chairman of the Board.  Committee Chairmen also receive an additional annual fee
of $1,800.  Directors  of the Company  (other than the  Chairman of the Board or
directors  who are  employees of the Company or its  subsidiaries)  also receive
options to purchase  8,000  shares of Common Stock per annum on the date of each
annual meeting of  Stockholders up to a maximum of 40,000 shares of Common Stock
pursuant to the Company's 1993 Directors and Non-Employee  Officers Stock Option
Plan (the "1993 Plan"). All directors of the Company permitted to participate in
the 1993 Plan have received the maximum number of shares  permitted to be issued
thereunder.  In addition,  directors of the Company  (other than the Chairman of
the Board or directors  who are  employees  of the Company or its  subsidiaries)
also received  options to purchase  25,000 shares of Common Stock on December 1,
1997 and receive  options to purchase  5,000 shares of Common Stock per annum on
the date of each annual meeting of Stockholders (commencing with the 1998 Annual
Meeting  of  Stockholders)  up to a  maximum  of 40,000  shares of Common  Stock
pursuant to the Company's  1997  Directors  Stock Option Plan (the "1997 Plan").
All  directors  of the Company  permitted to  participate  in the 1997 Plan have
received the maximum number of shares permitted to be issued thereunder.

         Pursuant to a management  agreement effective as of January 3, 1991, as
amended (the  "Management  Agreement"),  approved by a majority of the Company's
disinterested  directors  of the  Company,  WPN Corp.  ("WPN"),  of which Ronald
LaBow, the Chairman of the Board of the Company,  is the sole stockholder and an
officer and director,  provides financial,  management,  advisory and consulting
services to the Company, subject to the supervision and control of the Company's
disinterested  directors.  The  Management  Agreement has a two year term and is
renewable  automatically  for successive two year periods,  unless terminated by
either  party upon 60 days'  notice  prior to the  renewal  date.  In 2000,  WPN
received a monthly fee of $520,833.33.  WPN Corp. also receives certain benefits
from financial  intermediaries which it transacts business with on behalf of the
Company in the form of research  materials and  services,  which are used by WPN
Corp. on behalf of the Company and in connection with its other activities.  For
the  fiscal  year  2000,  the  amount of such  reimbursement  was  approximately
$75,000. The Company believes that the cost of obtaining the type and quality of
services  rendered by WPN under the  Management  Agreement is no less  favorable
than that at which the Company  could  obtain such  services  from  unaffiliated
entities.  See "Item 11.  Management  Remuneration -- Executive  Compensation --
Management Agreement with WPN."

EXECUTIVE OFFICERS OF THE COMPANY

         The  following  table  contains  the names,  positions  and ages of the
executive officers of the Company who are not directors.

                                       PRINCIPAL OCCUPATION FOR THE PAST
NAME                                FIVE YEARS AND CURRENT PUBLIC DIRECTORSHIPS                                    AGE
----                                -------------------------------------------                                    ---
James G. Bradley               EXECUTIVE VICE PRESIDENT.  President and Chief Executive Officer of                 55
                               WPSC since April 1998.  President  and Chief  Operating  Officer of
                               Koppel  Steel  Company  from  October  1997  to  April  1998.  Vice
                               President of WHX from October 1995 to October 1997;  Executive Vice
                               President-Operations  of WPSC from  October  1995 to October  1997;
                               Vice  President-Operations  of International  Mill Service from May
                               1992 to October 1995. Director of WesBanco, Inc. since August 1998.

Paul J. Mooney                 VICE PRESIDENT.  Vice President of the Company and Executive Vice                   49
                               President and Chief Financial Officer of WPC and WPSC since October
                               1997.  National  Director of Cross Border Filing  Services with the
                               Accounting,    Auditing    and   SEC   Services    department    of
                               PricewaterhouseCoopers   LLP  from  July  1996  to  November  1997.
                               Accounting and Business  Advisory  Services  Department--Pittsburgh
                               Site  Leader of  PricewaterhouseCoopers  LLP from 1988  until  June
                               1996.     Client    Service    and     Engagement     Partner    of
                               PricewaterhouseCoopers LLP from 1985 until November 1997.

Howard Mileaf                  VICE PRESIDENT -- GENERAL COUNSEL.  Vice President -- General Counsel               64
                               of the Company since May 1998; Vice President -- Special Counsel of
                               the  Company  from April 1993 to April  1998.  Trustee/Director  of
                               Neuberger Berman Equity Mutual Funds, since 1984.

Arnold G. Nance                VICE PRESIDENT -- FINANCE.  Vice President - Finance since April                    44
                               1998.  Vice President of Development and Planning of Handy & Harman
                               since May 1998.  Special  Assistant to the Chairman of the Board of
                               Directors  from  November  1995 to April 1998.  Vice  President  of
                               Wheeling-Pittsburgh  Radio  Corporation  from July 1993 to November
                               1995.

ITEM 11.   MANAGEMENT REMUNERATION

                             EXECUTIVE COMPENSATION

                  SUMMARY  COMPENSATION  TABLE.  The following table sets forth,
for the fiscal years indicated,  all compensation  awarded to, paid to or earned
by the  following  type of  executive  officers for the fiscal years ended 1998,
1999 and 2000: (i)  individuals  who served as, or acted in the capacity of, the
Company's  chief  executive  officer for the fiscal year ended December 31, 2000
(Messrs. Bradley and LeBlanc currently serve as Co-Principal Executive Officers,
with Mr. Bradley having  primary  responsibility  for the operations of WPSC and
Mr. LeBlanc having primary  responsibility  for the operations of  H&H);
and (ii) the Company's other most highly compensated  executive officers,  which
together  with the  Co-Principal  Executive  Officers  are the five most  highly
compensated  officers of the Company  whose salary and bonus  exceeded  $100,000
with respect to the fiscal year ended December 31, 2000 and who were employed at
the end of fiscal year 2000.  Please note that  Messrs.  LeBlanc and Bradley and
the executive officers identified in (ii) above are collectively  referred to as
the "Named Executive Officers."

                           SUMMARY COMPENSATION TABLE
                                                                                     Long Term
   Name and Principal Position                   Annual Compensation               Compensation
   ---------------------------                   -------------------               ------------

                                                                   Other Annual     Securities     All Other
                                          Salary       Bonus       Compensation      Underlying   Compensation
                                 Year       ($)        ($)(1)           ($)(2)      Options (#)     ($)(3)
                                 ----     ------       ------       -----------     -----------   -------------

James G. Bradley                 2000     400,000        --              --              --        12,350
Executive Vice President(4)      1999     400,000     125,000            --              --        10,767
                                 1998     277,436     150,000          46,445(5)      260,000      10,767

Robert D. LeBlanc                2000     433,500     175,000            --              --         2,496(7)
Executive Vice President (6)     1999     410,774     300,000            --              --         1,640(7)
                                 1998     298,469     150,000            --           260,000     121,043(8)

Arnold G. Nance                  2000     364,525      75,000            --            10,000       8,628(9)
Vice President-Finance           1999     355,654     150,000            --              --         8,718(10)
                                 1998     282,154     105,000          42,172(11)     100,000       7,308

Howard A. Mileaf                 2000     120,000     480,000            --              --        15,300
Vice President-General Counsel   1999     120,000     500,000            --              --        15,300
                                 1998     120,000   1,080,000            --              --        14,623

Paul J. Mooney                   2000     275,000      35,000            --              --        35,996(12)
Vice President                   1999     275,000      30,000(13)        --              --        35,033(12)
                                 1998     256,250      90,000(13)      44,282(14)        --        36,992(15)
------------------
(1)     Mr.  Mileaf  was  granted  a bonus  during  2000,  1999 and 1998 for his
        performance  relative to insurance company  settlements,  as a result of
        which the Company  received  gross proceeds of in excess of an aggregate
        of  approximately  $38 million.  Messrs.  LeBlanc and Nance were granted
        bonuses  pursuant  to the H&H  Management  Incentive  Plan.  Messrs.
        LeBlanc,  Nance and  Mooney  were  granted  bonuses in 2000 and 1999 for
        services performed in the prior year. Mr. Bradley was granted a bonus in
        2000 for services  performed in the prior year.  All bonus  amounts have
        been attributed to the year in which the services were performed.
(2)     Excludes  perquisites  and other personal  benefits unless the aggregate
        amount of such compensation  exceeds the lesser of either $50,000 or 10%
        of the  total of  annual  salary  and  bonus  reported  for  such  Named
        Executive Officer.
(3)     Amounts shown, unless otherwise noted, reflect employer contributions to
        pension plans.
(4)     Effective  April 23, 1998, Mr.  Bradley  returned as President and Chief
        Executive Officer.
(5)     Includes membership dues of $31,355.
(6)     Mr.  LeBlanc's  employment  with the Company  commenced  April 1998 as a
        result of the Handy & Harman acquisition.

(7)     Represents insurance premiums paid by the Company.
(8)     Includes  the value of awards  under the H&H  Long-Term  Incentive  Plan
        aggregating $120,097,  half of which vested in February 1999 and half of
        which vested in January 2000, and insurance premiums of $946 the Company
        paid in 1998.
(9)     Includes insurance premiums paid by the Company in 2000 of $928.
(10)    Includes insurance premiums paid by the Company in 1999 of $1,018.
(11)    Includes relocation allowance of $40,411.
(12)    Includes  insurance  premiums  paid by the  Company  in 2000 and 1999 of
        $25,000.
(13)    Represents payments made pursuant to Mr. Mooney's employment agreement.
(14)    Includes membership dues of $36,233.
(15)    Includes insurance premiums paid by the Company in 1998 of $28,125.

                  Option  Grants Table.  The following  table sets forth certain
information  regarding  stock option grants made to each of the Named  Executive
Officers during the fiscal year ended December 31, 2000.

                        OPTION GRANTS IN LAST FISCAL YEAR

                                                                                                 Potential Realizable
                                                                                               Value at Assumed Annual
                                                                                                Rates of Stock Price
                                                                                                  Appreciation for
                                    Individual Grants                                                Option Term
                                    -----------------                                                -----------

                                                   % of Total
                                                    Options
                        Number of Securities       Granted to       Exercise
                         Underlying Options       Employees in        Price      Expiration
      Name                 Granted (#) (1)        Fiscal Year        ($/Sh)          Date         5%($)        10%($)
      ----                 ---------------        -----------        ------          ----         -----        ------

Arnold G. Nance............   10,000                 3.7%            $6.875         2/9/10        43,236       109,570

(1)     All  options  were  granted  under  the  Company's  1991  Incentive  and
        Nonqualified  Stock  Option  Plan and  vest  ratably  over a  three-year
        period. This period commenced February 9, 2000.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

        The   following   table  sets  forth  certain   information   concerning
unexercised  stock options held by the Named  Executive  Officers as of December
31, 2000.

                                                Number of Securities Underlying                 Value of Unexercised In-the-
                                              Unexercised Options at 2000 Fiscal                Money Options at 2000 Fiscal
                                                         Year-End(#)                                   Year-End($)(1)
Name                                              Exercisable/Unexercisable                      Exercisable/ Unexercisable
----                                              -------------------------                      --------------------------
James G. Bradley...........................               260,000/0                                          0/0
Robert D. LeBlanc..........................               260,000/0                                          0/0
Arnold G. Nance............................             103,333/6,667                                        0/0
Howard A. Mileaf...........................                25,000/0                                          0/0
Paul J. Mooney ............................                40,000/0                                          0/0

(1)               On December 29,  2000,  the last  reported  sales price of the
                  Common  Stock  as  reported  on the New  York  Stock  Exchange
                  Composite Tape was $0.75.

                  LONG-TERM INCENTIVE AND PENSION PLANS. Other than as described
below,  the Company does not have any  long-term  incentive  or defined  benefit
pension plans.

                  In  January  1999,  H&H  amended  and  restated  its Long Term
Incentive  Plan  ("LTIP"),  in which the  final  cycle  had been  terminated  on
December 31,  1998.  The current LTIP is a  performance-based  plan  pursuant to
which  executives  of  H&H  earn  the  right  to  receive  awards  based  on the
achievement  of  pre-established  financial  performance  and other  goals.  The
amended LTIP established  overlapping  cycles with each cycle  encompassing five
fiscal years,  commencing on January 1, 1999. LTIP  participants are selected by
H&H's Chief  Executive  Officer and the  Compensation  Committee of the Board of
Directors of the Company. Messrs. LeBlanc and Nance are the only Named Executive
Officers who are participants in the Amended and Restated LTIP.

                  H&H  maintains  the  Supplemental  Executive  Retirement  Plan
("SERP") to provide executive  officers the amount of reduction in their formula
pension  benefits  under  the  Handy & Harman  Pension  Plan on  account  of the
limitation on pay under Section  401(a)(17) of the Internal Revenue Code ("IRC")
and the  limitation  on benefits  under  Section  415 of the IRC.  The SERP also
applies the Handy & Harman  Pension Plan formula to the Career Average Pay after
including  100  percent  of the  amounts  received  under  the  Handy  &  Harman
Management  Incentive Plan.  Amounts  received under the SERP are not subject to
Cost of Living increases.

                  The  following  Table shows the  projected  Annual  Retirement
Benefits,  payable on the basis of ten years of certain  payments and thereafter
for life, to each of the individuals listed in the Summary Compensation Table at
age 65 assuming continuation of employment until age 65. The amounts shown under
Salary  reflect  the  December  31,  2000  rate  of  salary  paid by H&H as plan
compensation   of  Messrs.   LeBlanc  and  Nance  of  $433,500   and   $227,500,
respectively,  and include the  benefits  payable  under both the Handy & Harman
Pension  Plan and the SERP.  The amount of  benefits  shown under Bonus would be
payable under the SERP and assumes  continuation of the amount of Bonus received
for 2000.

                           Executive Pension Benefits

                 NORMAL RETIREMENT                                    ANNUAL RETIREMENT BENEFITS FROM:

Name                 Date (NRD)              Service at NRD         Salary          Bonus             Total
----                 ----------              --------------         ------          -----             -----
R.D. LeBlanc         July 1, 2014            17 yrs. 8 mos.        $148,547        $65,442          $213,989
A.G. Nance           January 1, 2022         28 yrs. 6 mos.         111,706         38,125           149,831

                  In 1998 WPC  established a supplemental  defined  benefit plan
covering WPC salaried employees employed as of January 31, 1998 which provides a
guaranteed minimum benefit based on years of service and compensation. The gross
benefit  from  this  plan is  offset  by the  annuitized  value  of the  defined
contribution  plan  account  balance and any  benefits  payable from the Pension
Benefit  Guaranty  Corporation  from the previously  terminated  defined benefit
pension plan. None of the Named Executive  Officers are entitled to any benefits
under such plan.

                  Deferred Compensation  Agreements.  Except as described in the
next  paragraph with respect to the  employment  agreements of Messrs.  Bradley,
LeBlanc and Nance,  no plan or arrangement  exists which results in compensation
to a Named  Executive  Officer in excess of $100,000 upon such officer's  future
termination of employment or upon a change-of-control.

                  Employment Agreements.  Mr. Robert D. LeBlanc became Executive
Vice  President  of the Company  pursuant to a three-year  employment  agreement
dated as of April 7, 1998, which will be  automatically  extended for successive
two-year  periods unless earlier  terminated  pursuant to the provisions of such
agreement. The agreement provides for an annual salary to Mr. LeBlanc of no less
than  $400,000  and  an  annual  bonus  to be  awarded  at  the  Company's  sole
discretion. Mr. LeBlanc was granted bonuses of $175,000 and $300,000 in 2001 and
2000,  respectively,  for services performed in 2000 and 1999. In the event that
Mr. LeBlanc's  employment is terminated by

the  Company  other  than with  cause,  he will  receive a payment of two year's
salary at the highest  rate in effect for the twelve  preceding  months plus two
times his average bonus during the last three preceding years.

                  Mr.  James G. Bradley  became  President  and Chief  Executive
Officer of WPSC and  Executive  Vice  President  of the  Company  pursuant  to a
three-year  employment  agreement  dated as of April  23,  1998,  which  will be
automatically   extended  for  successive   three-year  periods  unless  earlier
terminated pursuant to the provisions of such agreement.  The agreement provides
for an annual  salary  to Mr.  Bradley  of  $400,000  and an annual  bonus to be
awarded at the Company's  sole  discretion.  Mr.  Bradley was granted a bonus of
$125,000 in 2000 for services performed in 1999. In the event that Mr. Bradley's
employment is terminated by the Company other than with cause, he will receive a
payment of $1,200,000.

                  Mr.  Arnold G.  Nance  became  Vice  President,  Planning  and
Development of H&H pursuant to a one-year employment  agreement with H&H
dated as of May 1, 1998,  which was  amended as of  December  21, 1998 and which
will  automatically  be extended for successive  one-year periods unless earlier
terminated pursuant to the provisions of such agreement.  The agreement provides
for an annual  salary to Mr. Nance of no less than  $210,000 and an annual bonus
to be awarded at the Company's sole discretion. Mr. Nance was granted bonuses of
$75,000 and $150,000 in 2001 and 2000,  respectively,  for services performed in
2000 and 1999.  In the event that Mr.  Nance's  employment  is terminated by the
Company other than with cause, he will receive a payment of one year's salary at
the highest rate in effect during the 12 preceding months.

                  Mr.  Paul J.  Mooney is  Executive  Vice  President  and Chief
Financial  Officer  of WPC and WPSC  and Vice  President  of WHX  pursuant  to a
three-year  employment  agreement  dated as of December 24, 1998,  which will be
automatically   extended  for  successive   three-year  periods  unless  earlier
terminated pursuant to the provisions of such agreement.  The agreement provides
for an annual salary to Mr. Mooney of $275,000 and an annual bonus to be granted
in accordance with the terms of WPSC's management  incentive program. Mr. Mooney
was  granted a bonus of  $35,000  in 2000.  Upon the  occurrence  of a change of
control  of the  Company,  or in the  event  that  Mr.  Mooney's  employment  is
terminated  by the Company  other than with  cause,  Mr.  Mooney will  receive a
payment  of  $825,000.  Upon  the  sale  of  WPC or  WPSC,  subject  to  certain
conditions, Mr. Mooney will receive a payment of $1,825,000.

                  Report on  Repricing  of  Options.  None of the stock  options
granted under any of the Company's  plans were repriced in the fiscal year ended
2000.

                  Compensation  Committee  Interlock and Insider  Participation.
Messrs.  Davidow,   Goldsmith  and  Olshan  each  served  as  a  member  of  the
Compensation  Committee of the Board of  Directors  during the fiscal year ended
December 31, 2000. Mr. Olshan is a member of Olshan Grundman Frome  Rosenzweig &
Wolosky LLP,  which the Company has retained as outside  general  counsel  since
January 1991. The Company has paid such firm  approximately  $524,584 during the
fiscal year ended December 31, 2000.

                  Management Agreement with WPN Corp. Pursuant to the Management
Agreement, approved by a majority of the Company's disinterested directors, WPN,
of which Ronald  LaBow,  the  Chairman of the Board of the Company,  is the sole
stockholder  and  an  officer  and  director,  provides  financial,  management,
advisory and consulting services to the Company,  subject to the supervision and
control of the disinterested  directors.  Such services  include,  among others,
identification,  evaluation and negotiation of acquisitions,  responsibility for
financing  matters,  review of annual and  quarterly  budgets,  supervision  and
administration,  as appropriate,  of all the Company's  accounting and financial
functions  and review and  supervision  of the Company's  reporting  obligations
under  Federal and state  securities  laws.  For fiscal year 2000 and 1999,  WPN
received a monthly fee of  $520,833.33.  In 1998,  WPN received a monthly fee of
$458,333.33  from January 1 until April 13 and  $520,833.33  from April 14 until
December 31. In addition,  in October 1999 the Board of Directors also awarded a
$3,280,000 bonus to WPN and in September 1998 the Board of Directors awarded WPN
a bonus of $3,750,000,  each in recognition of the extraordinary  returns earned
by WPN on behalf of the  Company in its  management  of the  Company's  cash and
marketable  securities.  In August  1997,  the  Company  granted  WPN options to
acquire  1,000,000  shares  of Common  Stock.  Such  options  are held by WPN as
nominee for Ronald LaBow, Stewart E. Tabin and Neale X. Trangucci,  each of whom
is an officer of WPN, and has the right to acquire 600,000,  200,000 and 200,000
shares,  respectively,  of Common  Stock.  WPN  additionally  beneficially  owns
options  to  purchase  982,500  shares of Common  Stock.  The  weighted  average
exercise  price of all such  options  is  $10.23.  None of  these  options  were
exercised in 2000. The Company  provides  indemnification  for WPN's  employees,
officers and directors against any liability,  obligation or loss resulting from
their actions pursuant to the Management Agreement. The Management Agreement has
a two year term and is renewable  automatically for successive two year periods,
unless  terminated  by either  party upon 60 days'  notice  prior to the renewal
date. WPN Corp.  also receives  certain  benefits from financial  intermediaries
which  it  transacts  business  with on  behalf  of the  Company  in the form of
research  materials and  services,  which are used by WPN Corp. on behalf of the
Company and in connection with its

other activities. For the fiscal year 2000, the amount of such reimbursement was
approximately $75,000. WPN has not derived any other income and has not received
reimbursement  of any of its expenses  (other than health  benefits and standard
directors' fees) from the Company in connection with the performance of services
described  above.  The Company  believes that the cost of obtaining the type and
quality of services  rendered by WPN under the  Management  Agreement is no less
favorable  than the cost at which the Company  could  obtain  from  unaffiliated
entities.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                  The  following   table  sets  forth   information   concerning
ownership of the Common Stock of WHX  Corporation  outstanding at April 2, 2001,
by (i) each person known by the Company to be the beneficial  owner of more than
five  percent  of its  Common  Stock,  (ii)  each  director,  (iii)  each of the
executive  officers  named in the  summary  compensation  table  and (iv) by all
directors and  executive  officers of the Company as a group.  Unless  otherwise
indicated,  each  stockholder has sole voting power and sole  dispositive  power
with respect to the indicated shares.

                                                            SHARES BENEFICIALLY            PERCENTAGE
   NAME AND ADDRESS OF BENEFICIAL OWNER(1)                         OWNED                   OF CLASS(2)
   ---------------------------------------                  --------------------           -----------
Deutsche Bank A.G. (3)
Taunusanlage 12, D-60325
Frankfurt am Main, Federal Republic of Germany                 3,936,018                     21.0%

Founders Financial Group, L.P. (4)
53 Forest Avenue
Old Greenwich, Connecticut  06870                              1,034,706                      6.9%

WPN Corp. (5)
110 E. 59th Street
New York, New York  10022                                      1,694,150                     10.3%

Donald Smith & Co., Inc. (6)
East 80, Route 4, Suite 360
Paramus, New Jersey 07652                                        830,000                      5.6%

Dimensional Fund Advisors Inc. (7)
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401                                 1,317,625                      8.8%

Gabelli Funds, LLC (8)
One Corporate Center,
Rye, New York 10580                                            1,827,881                     11.8%

Alliance Capital Management L.P. (9)
1290 Avenue of the Americas
New York, New York 10104                                       1,162,100                      7.8%

Dewey Square Investors Corporation (10)
One Financial Center
Boston, Massachusetts 02111                                      866,419                      5.8%

Ronald LaBow                                                   1,694,150(5)                  10.3%

Neil D. Arnold                                                    70,000(11)                   *

Paul W. Bucha                                                    115,000(11)                   *

Robert A. Davidow                                                112,035(12)                   *

William Goldsmith                                                 70,000(11)                   *

Robert D. LeBlanc                                                290,090(13)                  1.9%

Marvin L. Olshan                                                  71,000(12)                   *

Raymond S. Troubh                                                 72,000(12)                   *

James G. Bradley                                                 261,654(14)                  1.7%

Howard A. Mileaf                                                  27,000(15)                   *

Arnold G. Nance                                                  109,158(16)                   *

All Directors and Executive Officers as a Group
(12 persons)                                                   2,982,087(17)                 16.9%

-------------------
*        less than one percent.

(1)      Each  director  and  executive  officer has sole voting  power and sole
         dispositive power with respect to all shares  beneficially owned by him
         unless otherwise indicated.
(2)      Based  upon  shares of  Common  Stock  outstanding  at April 2, 2001 of
         14,920,182 shares.
(3)      Based on a Schedule  13G filed in  February  2001,  Deutsche  Bank A.G.
         beneficially  owns  687,220  shares of Series A  Convertible  Preferred
         Stock  and  666,460  shares  of Series B  Convertible  Preferred  Stock
         convertible  into  2,177,525  and  1,633,493  shares of  Common  Stock,
         respectively, and 125,000 shares of Common Stock.
(4)      Based on a Schedule  13G/A filed in February 2000,  Founders  Financial
         Group, L.P, Forest Investment Management LLC/ADV, Michael A. Boyd, Inc.
         and Michael A. Boyd collectively  beneficially hold 1,034,706 shares of
         Common Stock.
(5)      Based on a Schedule  13D filed  jointly in December  1997 by WPN Corp.,
         Ronald  LaBow,  Stewart  E.  Tabin  and  Neale X.  Trangucci.  Includes
         1,582,500  shares of Common  Stock  issuable  upon  exercise of options
         within 60 days hereof.  Ronald LaBow,  the Company's  Chairman,  is the
         sole stockholder of WPN Corp. Consequently,  Mr. LaBow may be deemed to
         be the  beneficial  owner of all  shares of Common  Stock  owned by WPN
         Corp.  Mr.  LaBow  disclaims  beneficial  ownership  of the  options to
         purchase  400,000  shares of Common Stock held by WPN Corp.  as nominee
         for Messrs. Tabin and Trangucci, all of which are exercisable within 60
         days hereof.  Messrs. Tabin and Trangucci are officers and directors of
         WPN Corp.  and  disclaim  beneficial  ownership of all shares of Common
         Stock owned by WPN Corp.,  except for options to purchase  such 400,000
         shares of Common Stock held by WPN Corp.  as nominee for Messrs.  Tabin
         and  Trangucci.  Each of Messrs.  Tabin and  Trangucci  holds  options,
         exercisable within 60 days hereof, to purchase 435,000 shares of Common
         Stock.
(6)      Based on Schedule 13G filed in February 2001,  Donald Smith & Co., Inc.
         beneficially holds 830,000 shares of Common Stock.
(7)      Dimensional Fund Advisors, Inc. ("Dimensional"),  an investment advisor
         registered  under Section 203 of the  Investment  Advisors Act of 1940,
         furnishes  investment  advice to four investment  companies  registered
         under the  Investment  Company  Act of 1940,  and serves as  investment
         manager to certain  other  investment  vehicles,  including  commingled
         group trusts.  (These investment  companies and investment vehicles are
         the  "Portfolios").  In its role as investment  advisor and  investment
         manager, Dimensional possessed both investment and  voting  power  over
         1,317,625 shares of WHX Corporation  stock as of December 31, 2000. The
         Portfolios  own  all  securities   reported  in  this  statement,   and
         Dimensional disclaims beneficial ownership of such securities.
(8)      Based on a Schedule 13D/A filed in January 2001,  Gabelli  Funds,  LLC,
         GAMCO Investors, Inc., Gabelli International Limited, Gabelli Advisers,
         Inc. and Gabelli Performance Partnership L.P. collectively beneficially
         hold  1,827,881  shares of Common Stock.  This amount  includes  Common
         Stock  issuable  upon their  conversion  of 340,876  shares of Series A
         Convertible  Preferred Stock and 254,658 shares of Series B Convertible
         Preferred Stock.
(9)      Based on a  Schedule  13G filed  jointly  in  February  1999,  Alliance
         Capital  Management,   L.P.,  AXA,  AXA  Assurances  I.A.R.D.  Mutuelle
         ("AXAAIM"),  AXA  Assurances Vie Mutuelle  ("AXAAVM"),  AXA Conseil Vie
         Assurance  Mutuelle   ("AXACVAM"),   AXA  Courtage  Assurance  Mutuelle
         ("AXACAM") and The Equitable Companies,  Inc. collectively beneficially
         hold  1,162,100  shares of Common Stock.  The address of AXA is 9 Place
         Vendome  75001 Paris,  France.  The address of AXAAIM and AXAAVM is 21,
         rue de  Chateaudun  75009  Paris,  France.  The  address  of AXACVAM is
         100-101 Terrasse Boieldieu 92042 Paris La Defense,  France. The address
         of AXACAM is 26, rue Louis le Grand 75002 Paris, France.
(10)     Based on a Schedule 13G/A filed in January 1999, Dewey Square Investors
         Corp.  beneficially  holds 866,419 shares of Common Stock.  This amount
         includes  Common  Stock  issuable  upon their  conversion  of Preferred
         Stock.
(11)     Consists  of shares of Common  Stock  issuable  upon their  exercise of
         options within 60 days hereof.
(12)     Includes  70,000 shares of Common Stock issuable upon their exercise of
         options within 60 days hereof.
(13)     Includes 260,000 shares of Common Stock issuable upon their exercise of
         options  within 60 days  hereof,  21,639  shares of Common  Stock,  and
         approximately  2,451 shares of Common Stock issuable upon conversion of
         1,000 shares of Series B Preferred Stock owned directly by Mr. LeBlanc,
         1,000  shares  of Common  Stock  held by Mr.  LeBlanc's  wife and 4,000
         shares of Common Stock held by Mr. LeBlanc's children.
(14)     Includes 260,000 shares of Common Stock issuable upon their exercise of
         options  within 60 days hereof.  (15) Includes  25,000 shares of Common
         Stock issuable upon their exercise of options within 60 days hereof.
(16)     Includes 103,333 shares of Common Stock issuable upon their exercise of
         options  within 60 days  hereof,  approximately  3,105 shares of Common
         Stock  issuable  upon  conversion  of 980 shares of Series A  Preferred
         Stock,   approximately   980  shares  of  Common  Stock  issuable  upon
         conversion  of 400  shares  of  Series B  Preferred  Stock  held by Mr.
         Nance's children, and 1,740 shares of Common Stock.

(17)     Includes  2,695,833 shares of Common Stock issuable upon their exercise
         of options within 60 days hereof.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Paul W. Bucha,  a director of the  Company,  is WPSC's  designee to the
Board of  Wheeling-Nisshin.  James D.  Hesse,  a former  Vice  President  of the
Company,   is   President,   Chief   Executive   Officer   and  a  director   of
Wheeling-Nisshin.  The WPC  Group (as  defined  below)  currently  holds a 35.7%
equity  interest in  Wheeling-Nisshin.  Mr. Bucha is also (i) the Chairman and a
director of Ohio  Coatings  Company,  a joint venture 50% owned by WPSC and (ii)
the director and a vice president of Wheeling Downs Racing Association, which is
50% owned by WHX Entertainment Corp., a wholly-owned subsidiary of the Company.

         Marvin L. Olshan, a director and Secretary of the Company,  is a member
of Olshan Grundman Frome  Rosenzweig & Wolosky LLP  ("OGFR&W").  The Company has
retained  OGFR&W as its outside  general  counsel since  January  1991.  For the
fiscal year ended  December  31,  2000,  the Company  paid OGFR&W  approximately
$524,584.

         Management Agreement

         Pursuant  to the  Management  Agreement  approved  by a majority of the
Company's  disinterested  directors,  WPN, of which Ronald LaBow,  the Company's
Chairman,  is the sole  stockholder and an officer and a director,  provides the
Company with  financial,  management,  advisory and  consulting  services to the
Company,  subject to the supervision and control of the disinterested directors.
The Management Agreement has a two year term and is renewable  automatically for
successive  two year  periods,  unless  terminated by either party upon 60 days'
notice  prior  to the  renewal  date.  The  Company  believes  that  the cost of
obtaining the type and quality of services  rendered by WPN under the Management
Agreement is no less  favorable  than the cost at which the Company could obtain
from unaffiliated  entities.  See "Item 11. Management  Remuneration - Executive
Compensation-Management Agreement with WPN Corp."

                                    SIGNATURE

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the  undersigned,  hereunto  duly  authorized in the City of New York,
State of New York on May 21, 2001.

                                          WHX CORPORATION

                                          By: /s/ Arnold Nance
                                              ---------------------------------
                                          Name:  Arnold Nance
                                          Title:  Vice President - Finance
```