CERTIFICATE OF AMENDMENT

                                     TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 WHX CORPORATION

                Under Section 242 of the General Corporation Law


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          It is hereby certified that:


          1.  The  name  of  the  corporation  is WHX  Corporation  (the
"Company").


          2.  The  Certificate  of  Incorporation  of the  Company  (the
"Certificate  of  Incorporation")  is  hereby  amended  in  accordance  with the
following resolutions:

               RESOLVED,  that Article SIXTH of the  Certificate  of
         Incorporation is hereby amended and restated in its entirety to read as
         follows:

                            "SIXTH: A. NUMBER,  ELECTION AND TERMS OF DIRECTORS.
                   Subject  to the  rights  of the  holders  of  any  series  of
                   Preferred Stock to elect additional directors under specified
                   circumstances,  the number of  directors  shall be fixed from
                   time to time  exclusively by the Board of Directors  pursuant
                   to a resolution  adopted by a majority of the total number of
                   directors which the  Corporation  would have if there were no
                   vacancies (the "Whole Board"); provided,  however, that in no
                   event  shall  the  Whole  Board  be  greater  than  ten  (10)
                   directors.

                           B. CLASSIFICATION OF BOARD OF DIRECTORS. The Board of
                  Directors  shall be  divided  into three  classes,  designated
                  Class I, Class II and Class III, as nearly  equal in number as
                  possible,  and the term of  office of  directors  of one class
                  shall expire at each annual  meeting of  stockholders,  and in
                  all cases as to each  director  until his  successor  shall be
                  elected and shall  qualify or until his  earlier  resignation,
                  removal from office, death or incapacity.  The initial term of
                  office of directors of Class I expire at the annual meeting of
                  stockholders  in 1997;  that of Class II shall  expire  at the
                  annual  meeting in 1998; and that of Class III shall expire at
                  the  annual  meeting  in  1999;  and in all  cases  as to each
                  director  until  his  successor  shall be  elected  and  shall
                  qualify or until his earlier resignation, removal from office,
                  death or

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<PAGE>
                  incapacity.  At each annual meeting of stockholders the number
                  of  directors  equal to the number of  directors  of the class
                  whose term  expires at the time of such  meeting (or, if less,
                  the number of directors  properly  nominated and qualified for
                  election) shall be elected by a plurality of the votes cast to
                  hold  office  until the third  succeeding  annual  meeting  of
                  stockholders  after their  election,  and until his  successor
                  shall be  elected  and  shall  qualify  or until  his  earlier
                  resignation,  removal from office,  death or other incapacity,
                  subject to the  provisions  of Section D and Section E of this
                  Article SIXTH.

                            C.  NEWLY  CREATED   DIRECTORSHIPS   AND  VACANCIES.
                   Subject to the rights of any series of Preferred Stock, newly
                   created  directorships  resulting  from any  increase  in the
                   authorized  number of directors or any vacancies of the Board
                   of Directors resulting from death,  resignation,  retirement,
                   disqualification,  removal  from office or other cause (other
                   than a vacancy resulting from removal by the stockholders, in
                   which case such vacancy shall be filled by the  stockholders)
                   shall be filled only by a majority vote of the directors then
                   in   office,   though   less   than  a   quorum.   Additional
                   directorships  resulting  from an  increase  in the number of
                   directors  shall be  apportioned  by the  Board of  Directors
                   among the classes as equally as possible,  other vacancies of
                   the Board of  Directors  filled  between  annual  meetings of
                   stockholders  shall be to the class of directors to which the
                   director   previously   belonged  that  is  being   replaced.
                   Directors  so chosen  shall hold office until the next annual
                   election of directors at which the term of the class to which
                   he has been  elected  expires and until his  successor  shall
                   have been duly  elected and  qualified,  or until his earlier
                   death,  resignation or removal.  No decrease in the number of
                   authorized   directors   constituting  the  entire  Board  of
                   Directors shall shorten the term of any incumbent director.

                            D. REMOVAL.  Subject to the rights of the holders of
                   any series of Preferred  Stock,  any director,  or the entire
                   Board of  Directors,  may be removed  from office at any time
                   only  for  cause  and  only  by the  affirmative  vote of the
                   holders of at least a majority of the voting  power of all of
                   the  then   outstanding   shares  of  capital  stock  of  the
                   Corporation  entitled to vote  generally  in the  election of
                   directors, voting together as a single class.

                           E.  COMPLIANCE  WITH  COMMUNICATIONS  ACT OF 1934. No
                  person  shall  serve (or  continue  to serve)  as  officer  or
                  director  of  the   Corporation  if  the  Board  of  Directors
                  concludes  that such person's  service (or continued  service)
                  would  constitute  a violation  of the  Communications  Act of
                  1934,   and  the  rules  and   regulations   of  the   Federal
                  Communication  Commission ("FCC") promulgated  thereunder,  as
                  the same may be  amended  from  time to time (the  "Act"),  or
                  would likely prevent the Corporation  from making any intended
                  acquisition or undertaking any intended activity."


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<PAGE>
                           RESOLVED,  that Article THIRTEENTH of the Certificate
         of Incorporation is hereby amended and restated in its entirety to read
         as follows:

                            "THIRTEENTH:  The Corporation  reserves the right to
                   amend,  alter,  change or repeal any  provision  contained in
                   this Certificate of  Incorporation,  and any other provisions
                   authorized  by the laws of the State of  Delaware at the time
                   in force  may be  added or  inserted,  in the  manner  now or
                   hereafter  provided  herein  by  statute,   and  all  rights,
                   preferences  and  privileges of whatsoever  nature  conferred
                   upon stockholders,  directors or any other persons whomsoever
                   by and pursuant to this  Certificate of  Incorporation in its
                   present form or as amended are granted  subject to the rights
                   reserved in this Article THIRTEENTH;  provided, however, that
                   Article  SIXTH  and  this  Article  THIRTEENTH  shall  not be
                   amended  without  the  affirmative  vote of the holders of at
                   least  sixty-six  and  two-thirds  percent  (66-2/3%)  of the
                   voting  power of all of the then  outstanding  shares  of the
                   stock of the  Corporation  entitled to vote  generally in the
                   election of directors, voting together as a single class."

                  3. This Amendment of the Certificate of  Incorporation  herein
certified  has been duly adopted in accordance  with the  provisions of Sections
103 and 242 of the General Corporation Law
of the State of Delaware.

                                       -3-

<PAGE>



         IN WITNESS  WHEREOF,  we have  hereunto  set our hands this 23rd day of
January, 1997.


                                            WHX CORPORATION


                                            /s/ Ronald LaBow
                                            ____________________________________
                                            By:  Ronald LaBow
                                                 Title:  Chairman of the Board


ATTEST:

/s/ Marvin L. Olshan
_________________________________
By:     Marvin L. Olshan
Title:  Secretary

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