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                                                                     EXHIBIT 4.7


                                                                  EXECUTION COPY


                               WAIVER, CONSENT AND
                             AMENDMENT NO. 3 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT


                                          Dated as of September 30, 1997

            WAIVER, CONSENT AND AMENDMENT NO. 3 TO THE SECOND AMENDED AND
RESTATED CREDIT AGREEMENT (this "Amendment") is entered into by
WHEELING-PITTSBURGH STEEL COMPANY, a Delaware corporation (the "Borrower"), the
banks, financial institutions and other institutional lenders parties to the
Credit Agreement referred to below (collectively, the "Lenders") and CITIBANK,
N.A., as agent (the "Agent").

            PRELIMINARY STATEMENTS:

            (1) The Borrower, the Lenders, Agent and Issuing Bank have entered
into a Second Amended and Restated Credit Agreement dated as of December 28,
1995 (as amended, supplemented or otherwise modified through the date hereof,
the "Credit Agreement"). Capitalized terms not otherwise defined in this
Amendment have the meanings specified in the Credit Agreement.

            (2) Wheeling-Pittsburgh Corporation, a Delaware corporation
("Holdings"), has entered into negotiations to refund and replace the Permanent
Financing Notes as more particularly described in Exhibit A hereto (the
"Replacement Transaction").

            (3) The Borrower and the Lenders have agreed to amend the Credit
Agreement as hereinafter set forth to, among other things, permit the
Replacement Transaction, as hereinafter set forth.

            SECTION 1. Amendments to Credit Agreement. The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 2, hereby amended as follows:

            (a) Section 1.1 is amended by (i) amending the definition of
      "EBITDA" in full to read as follows:

                        "EBITDA" means, for any Person for any period, the
            EBITDA for such Person for such period plus (a) any increase in the
            long term liability in respect of other post-employment benefit or
            pension benefit that would be
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            reflected on a consolidated balance sheet of such Person and its
            Subsidiaries (the "Employee Liability") for such period and (b) any
            decrease in pension asset that would be reflected on a consolidated
            balance sheet of such Person and its Subsidiaries (the "Pension
            Asset") for such period less (a) any decrease in the Employee
            Liability for such period and (b) any increase in the Pension Asset
            for such period.

                  (ii) amending the definition of "Indentures" in full to read
            as follows:

                  "Indentures" means the Replacement Indenture.

                  (iii) adding the following definitions in proper alphabetical
            sequence:

                        "Replacement Indenture" means the indenture
            incorporating terms and conditions no less favorable to Holdings
            than those terms and conditions set forth in Exhibit S hereto to be
            entered into to refinance the Permanent Financing Notes, between
            Holdings and the trustee thereunder, pursuant to which the
            Replacement Notes are issued, as the same may be amended,
            supplemented or modified from time to time.

                        "Replacement Notes" means Holding's market rate senior
            notes with a term of not less than five years, issued pursuant to
            the Replacement Indenture.

            (b) Section 3.3(e) is amended by deleting the date October 31, 1997
      and the amount set opposite such date.

            (c) Section 4.11 is amended in full to read as follows:

                        4.11. Replacement Notes. The Replacement Indenture has
            not been amended or modified since its effective date in any respect
            that imposes terms and conditions less favorable to Holdings that
            the description of the terms and conditions set forth on Exhibit S
            hereto and no provision therein has been waived and no event has
            occurred or condition exists under the Replacement Notes, the effect
            of such event or condition is to accelerate or permit the
            acceleration of the maturity of the Replacement Notes.

            (d) Section 4.12 (a) is amended by deleting the parenthetical phrase
      in clause (iii) thereof and replacing it with the following:
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            (except a non-payment default on any of the Replacement Notes, the
            effect of which is not to accelerate or permit the acceleration of
            the maturity of the Replacement Notes)

            (e) Section 5.1 is amended by deleting the amounts set opposite the
      following dates and substituting therefor the amount set forth below
      opposite each such date:

            September 30, 1997          315,000,000
            December 31, 1997           320,000,000

            March 31, 1998              320,000,000
            June 30, 1998               325,000,000
            September 30, 1998          330,000,000
            December 31, 1998           330,000,000

            (f) Section 5.2 is amended by deleting the ratios set opposite the
      following dates and substituting therefor the ratio set forth below
      opposite each such date:

            September 30, 1997          4.00:1.00
            December 31, 1997           4.00:1.00

            March 31, 1998              3.90:1.00 
            June 30, 1998               3.90:1.00 
            September 30, 1998          3.80:1.00 
            December 31, 1998           3.80:1.00

            (g) Section 5.3 is amended by deleting the ratios set opposite the
      following dates and substituting therefor the word or ratio set forth
      below opposite each such date:

            September 30, 1997          none
            December 31, 1997           none

            March 31, 1998              none 
            June 30, 1998               0.05:1.00 
            September 30, 1998          1.70:1.00 
            December 31, 1998           1.40:1.00
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            (h) Section 5.4 is amended by deleting the amounts set opposite the
      following dates and substituting therefor the amount set forth below
      opposite each such date:

            September 30, 1997          (125,000,000)
            December 31, 1997           (130,000,000)

            March 31, 1998              (120,000,000) 
            June 30, 1998               (115,000,000) 
            September 30, 1998          (100,000,000) 
            December 31, 1998           (100,000,000)

            (i) Section 5.5 is amended by deleting the amounts set opposite the
      following dates and substituting therefor the amount set forth below
      opposite each such date:

            September 30, 1997           75,000,000
            December 31, 1997            85,000,000

            March 31, 1998               95,000,000 
            June 30, 1998               105,000,000 
            September 30, 1998          130,000,000 
            December 31, 1998           150,000,000

            (j) Section 6.11(h) is amended in full to read as follows:

                        (h) promptly after the sending or filing thereof, copies
            of all notices, certificates or report delivered by Holdings
            pursuant to the Indentures or to holders of the Replacement Notes;

            (k) Section 7.1(c) is amended in full to read as follows:

                        (c) Liens on the Collateral (as defined in each of the
            Indentures) securing the guaranty, if any, by any Loan Party under 
            the Replacement Notes;

            (l) Section 7.2 is amended by (i) amending clause (l) in full to
      read as follows:

                        (l) Indebtedness constituting a renewal, extension,
            refinancing or refunding of Indebtedness described in Sections
            7.2(d), (g) and (n), (i) for a principal amount not in excess of the
            principal amount of such
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            Indebtedness, (ii) in the case of Indebtedness described in Sections
            7.2(d) and 7.2(g), on other terms and conditions as or more
            favorable to the Borrower, any Guarantor and their Subsidiaries than
            the terms of the indebtedness being renewed, extended or refunded
            and (iii) in the case of Indebtedness described in Section 7.2(n),
            on other terms and conditions as or more favorable to the Borrower,
            any Guarantor and their Subsidiaries than those set forth in Exhibit
            S hereto; provided, however, that the aggregate principal amount of
            all such Indebtedness incurred by Holdings shall not exceed
            $350,000,000; and

                        (ii) inserting immediately after clause (m) a new clause
                  (n) to read "(n) Indebtedness of Holdings arising under the
                  Replacement Notes".

            (m) Section 7.10(b) is amended in full to read as follows:

                        (b) the guaranty, if any, by any Loan Party of the
            Replacement Notes or any renewal, extension, refinancing or
            refunding thereof for a principal amount not in excess of the
            Replacement Notes outstanding at such time and on the terms and
            conditions as or more favorable to Holdings, the Borrowers and it
            Subsidiaries;

            (n) Section 8.1(o) is amended by (i) deleting from clause (i)
      thereof the words "the First Mortgage Notes, the Permanent Financing
      Notes" and substituting therefor the words "the Replacement Notes" and
      (ii) deleting from clause (iii) thereof the words "any First Mortgage
      Note, any Permanent Financing Note" and substituting therefor the words
      "any Replacement Note".

            (o) Schedule II to the Credit Agreement is amended by deleting the
      amounts set opposite the following Lenders and substituting therefor the
      commitment amounts set forth below opposite each such Lender:

<TABLE>
<CAPTION>
      Name of Lender                            Commitment
      --------------                            ----------
<S>                                            <C>        
      Citicorp USA, Inc.                       $29,000,000
      BankAmerica Business Credit, Inc.        $29,000,000
      CoreStates Bank, N.A.                    $29,000,000
      Star Bank, N.A.                          $20,000,000
      NationsBank, N.A.                        $25,000,000
      National City Commercial Finance, Inc.   $18,000,000
</TABLE>
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            (p) A new Exhibit S is added to the Credit Agreement to read as set
      forth as Exhibit B to this Amendment.

            SECTION 2. Waiver and Consent. Subject to the satisfaction of the
conditions precedent set forth in Section 3, the Majority Lenders hereby consent
to the repayment of the Holdings Note and other intercompany Indebtedness in an
aggregate amount not to exceed the excess of the net cash proceeds of the
Replacement Notes over the aggregate amount of Indebtedness outstanding under
the Permanent Financing Notes and, in furtherance thereof, agree to waive
Section 2 of the Holdings Intercreditor Agreement and Section 7.11 of the Credit
Agreement, in each case to the extent required to permit such repayments.

            SECTION 3. Conditions of Effectiveness. This Amendment shall become
effective as of the date first above written on the Business Day when, and only
when, the following conditions shall have been satisfied:

            (a) The Agent shall have received counterparts of this Amendment
      executed by the Borrower, each other Loan Party, each Lender with an
      increased commitment as set forth in Section 1(o) above and the Majority
      Lenders or, as to any of the Lenders, advice satisfactory to the Agent
      that such Lenders have executed this Amendment.

            (b) The Agent shall have received a certificate signed by a duly
      authorized officer of the Borrower stating that:

                  (i) The representations and warranties contained in the Credit
            Agreement and each Loan Document are correct on and as of the date
            of such certificate as though made on and as of the date hereof
            other than any such representations or warranties that, by their
            terms, refer to a date other than the date of such certificate; and

                  (ii) No event has occurred and is continuing that constitutes
            a Default or an Event of Default.

            (c) The Borrower shall have paid to the Agent for the ratable
      benefit of the Lenders an amendment fee equal to 0.125% of the aggregate
      Revolving Credit Commitments of all Lenders, calculated without giving
      effect to Section 1(h) of this Amendment.

The effectiveness of this Amendment is conditioned upon the accuracy of the
factual matters described herein. This Amendment is subject to the provisions of
Section 10.1 of the Credit Agreement.
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            SECTION 4. Reference to and Effect on the Loan Documents. (a) On and
after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in each of the Loan
Documents to "the Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement shall mean and be a reference to the
Credit Agreement, as amended by this Amendment.

            (b) The Credit Agreement and each of the Loan Documents, as
specifically amended by this Amendment, are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed.

            (c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender, the Agent, or the Issuing Bank under the
Credit Agreement or any Loan Document, nor constitute a waiver of any provision
of the Credit Agreement or any Loan Document.

            SECTION 5. Costs and Expenses. The Borrower agrees to pay on demand
all costs and expenses of the Agent in connection with the preparation,
execution, delivery and administration, modification and amendment of this
Amendment and the other instruments and documents to be delivered hereunder
(including, without limitation, the reasonable fees and expenses of counsel for
the Agent) in accordance with the terms of Section 10.4(a) of the Credit
Agreement.

            SECTION 6. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.

            SECTION 7.  Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
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            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                              BORROWER

                                    WHEELING-PITTSBURGH STEEL
                                    CORPORATION


                                    By:_______________________________
                                    Name:
                                    Title:


                              AGENT

                                    CITIBANK, N.A., as Agent


                                    By:_______________________________
                                    Name:
                                    Title:



                              LENDERS

                                    CITICORP USA, INC.


                                    By:_______________________________
                                    Name:
                                    Title:
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                                    CORESTATES BANK, N.A.


                                    By:_______________________________
                                    Name:
                                    Title:



                                    BANKAMERICA BUSINESS CREDIT, INC.


                                    By:_______________________________
                                    Name:
                                    Title:



                                    STAR BANK, N.A.


                                    By:_______________________________
                                    Name:
                                    Title:



                                    NATIONSBANK, N.A.


                                    By:_______________________________
                                    Name:
                                    Title:



                                    NATIONAL CITY COMMERCIAL
                                      FINANCE, INC.


                                    By:_______________________________
                                    Name:
                                    Title:
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                                    CONSENTED TO AND ACKNOWLEDGED:


                                    WHEELING-PITTSBURGH CORPORATION


                                    By:_______________________________
                                       Name:
                                       Title:



                                    WHEELING CONSTRUCTION PRODUCTS,
                                    INC.


                                    By:_______________________________
                                       Name:
                                       Title:



                                    PITTSBURGH-CANFIELD CORPORATION


                                    By:_______________________________
                                       Name:
                                       Title:



                                    UNIMAST INCORPORATED


                                    By:_______________________________
                                       Name:
                                       Title: