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                                                                   EXHIBIT 10.12

                                 WHX CORPORATION
                              110 East 59th Street
                            New York, New York 10022

                                                                  August 4, 1997

To:      WPN Corp.
         126 Lower Broadford Road
         Bellevue, Idaho  83313

         We are pleased to inform you that on August 4, 1997 the Compensation
Committee of the Board of Directors of WHX Corporation (the "Company") granted
you, subject to stockholder approval of the grant within one (1) year of August
4, 1997, non-qualified stock options, to purchase 1,000,000 shares (the
"Shares") of Common Stock, par value $.01 per share, of the Company, at a price
of $9.625 per Share.

         No part of the option is currently exercisable. The option may first be
exercised with respect to 33.33% of the Shares at any time on or after the date
of shareholder approval of this option grant which is expected to be no later
than the next annual meeting of stockholders to be held in 1997 (the "Approval
Date"). The option may be exercised with respect to an additional 33.33% of the
Shares at any time on or after the first anniversary of the Approval Date. The
option may be exercised with respect to the remaining 33.34% of the Shares at
any time on or after the second anniversary of the Approval Date. You must
purchase a minimum of 50 Shares or more (but not fractional shares) each time
you choose to purchase Shares, except to purchase the remaining Shares available
to you.

         This option, to the extent not previously exercised, will expire on
August 4, 2007.

         Unless at the time of the exercise of this option a registration
statement under the Securities Act of 1933, as amended (the "Act"), is in effect
as to such Shares, any Shares purchased by you upon the exercise of this option
shall be acquired for investment and not for sale or distribution, and if the
Company so requests, upon any exercise of this option, in whole or in part, you
will execute and deliver to the Company a certificate to such effect. The
Company shall not be obligated to issue any Shares pursuant to this option if,
in the opinion of counsel to the Company, the Shares to be so issued are
required to be registered or otherwise qualified under the Act or under any
other applicable statute, regulation or ordinance affecting the sale of
securities, unless and until such Shares have been so registered or otherwise
qualified.
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         You understand and acknowledge that, under existing law, unless at the
time of the exercise of this option a registration statement under the Act is in
effect as to such Shares (i) any Shares purchased by you upon exercise of this
option may be required to be held indefinitely unless such Shares are
subsequently registered under the Act or an exemption from such registration is
available; (ii) any sales of such Shares made in reliance upon Rule 144
promulgated under the Act may be made only in accordance with the terms and
conditions of that Rule (which, under certain circumstances, restrict the number
of shares which may be sold and the manner in which shares may be sold); (iii)
in the case of securities to which Rule 144 is not applicable, compliance with
Regulation A promulgated under the Act or some other disclosure exemption will
be required; (iv) certificates for Shares to be issued to you hereunder shall
bear a legend to the effect that the Shares have not been registered under the
Act and that the Shares may not be sold, hypothecated or otherwise transferred
in the absence of an effective registration statement under the Act relating
thereto or an opinion of counsel satisfactory to the Company that such
registration is not required; (v) the Company will place an appropriate "stop
transfer" order with its transfer agent with respect to such Shares; and (vi)
the Company has undertaken no obligation to register the Shares or to include
the Shares in any registration statement which may be filed by it subsequent to
the issuance of the shares to you. In addition, you understand and acknowledge
that the Company has no obligation to you to furnish information necessary to
enable you to make sales under Rule 144.

         This option (or installment thereof) is to be exercised by delivering
to the Company a written notice of exercise in the form attached hereto as
Exhibit A, specifying the number of Shares to be purchased, together with
payment of the purchase price of the Shares to be purchased. The purchase price
is to be paid in cash or, at the discretion of the Stock Option Committee, by
delivering shares of the Company's stock already owned by you and having a fair
market value on the date of exercise equal to the exercise price of the option,
or a combination of such shares and cash, or otherwise in accordance with the
Plan.

         Would you kindly evidence your acceptance of this option and your
agreement to comply with the provisions hereof


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by executing this letter under the words "Agreed To and Accepted."

                                             Very truly yours,

                                             WHX CORPORATION

                                             By:________________________________

AGREED TO AND ACCEPTED:

WPN CORP.

___________________________________
Ronald LaBow


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                                    Exhibit A

WHX Corporation
110 East 59th Street
New York, New York  10022

Gentlemen:

         Notice is hereby given of my election to purchase ______ shares of
Common Stock, $.01 par value (the "Shares"), of WHX Corporation at a price of
$________ per Share, pursuant to the provisions of the option granted to me on
August 4, 1997. Enclosed in payment for the Shares is:

                  / /      my check in the amount of $________.

                  */ /     __________________ Shares having a total value
                           $______________, such value being based on the
                           closing price(s) of the Shares on the date hereof.

         The following information is supplied for use in issuing and
registering the Shares purchased hereby:

         Number of Certificates
         and Denominations                   ___________________

         Name                                ___________________

         Address                             ___________________

                                             ___________________

                                             ___________________

         Social Security Number              ___________________

Dated:   _______________, ____

                                             Very truly yours,

                                             __________________________

*Subject to the approval of the
 Stock Option Committee


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