| x | ANNUAL REPORT PURSUANT TO      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE      ACT OF 1934 |
|---|------------------------------------------------------------------------------------------------|

|  ̈ | TRANSITION REPORT PURSUANT TO      SECTION 13 OR 15(d) OF THE SECURITIES      EXCHANGE ACT OF 1934 |
|--------|----------------------------------------------------------------------------------------------------|

| 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.) |
|                                                                                          |   |
| 1133      Westchester Avenue                                                                  |   |
| White Plains, New      York                                                                   | 10604 |
| (Address      of principal executive offices)                                                 | (Zip      code) |
|                                                                                          |   |
| Registrant’s      telephone number, including area code:  (914)      461-1300 |

|                              | Name      of each exchange on |
|-----------------------------------|-------------------------------|
| Title of each      class          | which      registered         |
| Common      Stock, $.01 par value | NASDAQ      Capital Market    |

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| Large      Accelerated Filer  o | Accelerated      Filer o         |
|-------------------------------------------|----------------------------------|
|                                      |                             |
| Non-Accelerated      Filer  o   | Smaller      Reporting Company x |

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WHX CORPORATION

| PART III |                                                                           | 1      |
|----------|--------------------------------------------------------------------------------|--------|
|     |                                                                           |   |
| Item 10. | Directors and Executive Officers of the      Company                           | 1      |
| Item 11. | Executive Compensation.                                                        | 5      |
| Item 12. | Security Ownership of Certain Beneficial Owners and      Management            | 14     |
| Item 13. | Certain Relationships and Related Transactions, and      Director Independence | 17     |
| Item 14. | Principal Accountant Fees and Services                                         | 17     |
|     |                                                                           |   |
| PART IV  |                                                                           | 19     |
|     |                                                                           |   |
| Item 15. | Exhibits and Financial Statement    Schedules                                  | 19     |

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PART III

Item10.                 Directors

| Name                        |   | Age |   | All      Offices with the Company                                                                                                                                                            |   | Director      and/or Executive Officer Since |
|-----------------------------|--------|-----|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------|
| Warren      G. Lichtenstein |   | 43  |   | Chairman      of the Board of Directors                                                                                                                                                      |   | 2005                                         |
| Robert      Frankfurt*      |   | 43  |   | Director                                                                                                                                                                                     |   | 2008                                         |
| Peter      T. Gelfman       |   | 45  |   | General      Counsel and Secretary                                                                                                                                                           |   | 2008                                         |
| Jack      L. Howard         |   | 47  |   | Director                                                                                                                                                                                     |   | 2005                                         |
| Glen      M. Kassan         |   | 65  |   | Vice      Chairman of the Board of Directors and Chief Executive    Officer                                                                                                                  |   | 2005                                         |
| Louis      Klein, Jr.*      |   | 73  |   | Director                                                                                                                                                                                     |   | 2002                                         |
| James      F. McCabe, Jr.   |   | 46  |   | Chief      Financial Officer and Senior Vice President                                                                                                                                       |   | 2007                                         |
| John      H. McNamara, Jr.  |   | 45  |   | Director                                                                                                                                                                                     |   | 2008                                         |
| John      J. Quicke         |   | 59  |   | Director      and Vice President                                                                                                                                                             |   | 2005                                         |
| Garen      W. Smith*        |   | 66  |   | Director                                                                                                                                                                                     |   | 2002                                         |
| Jeffrey      A. Svoboda     |   | 57  |   | Senior      Vice President of the Company and President and Chief Executive Officer of      Handy & Harman (“H&H”) and Bairnco Corporation      (“Bairnco”). |   | 2008                                         |

| * | Member      of the Compensation Committee and the Audit  Committee |
|---|--------------------------------------------------------------------|

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Item11.                 ExecutiveCompensation.

| Name      and Principal Position                                                |   | Year   |    | Salary($) |    | Bonus($) |    | Option      Awards($) |   | Non-qualified      Deferred Compensation Earnings($) |       | All      Other Compensation($) |          | Total      Compensation($) |
|---------------------------------------------------------------------------------|--------|--------|---------|-----------|---------|----------|---------|-----------------------|--------|------------------------------------------------------|------------|--------------------------------|---------------|----------------------------|
| (a)                                                                             |   | (b)    |    | (c)       |    | (d)      |    | (f)(1)                |   | (h)                                                  |       | (i)                            |          | (j)                        |
| Glen      M. KassanChief      Executive Officer                            |   | 2008   |    | 600,000   |    | --       |    | --                    |   | --                                                   |       | 28,322(2)                      |          | 628,322                    |
|                                                                            | 2007   |   | 600,000 |      | 100,000 |     | --      |                  | --     |                                                 | 100,208(3) |                           | 800,208  |
| James      F. McCabe, Jr.Chief      Financial Officer and Senior Vice President |   | 2008   |    | 310,615   |    | 166,257  |    | 47,304                |   | --                                                   |       | 65,209(4)                      |          | 589,385                    |
|                                                                            | 2007   |   | 244,615 |      | 100,000 |     | 117,197 |                  | --     |                                                 | 42,686(4)  |                           | 504,498       |

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| Jeffrey      A. SvobodaSenior Vice President of WHX      and President and Chief Executive Officer of H&H and      Bairnco(5)  |   | 2008   |    | 451,923 |    | 356,524 |    | 74,053 |   | --     |            | 31,207(6)  |          | 913,707   |
|-----------------------------------------------------------------------------------------------------------------------------------------|--------|--------|---------|---------|---------|---------|---------|--------|--------|--------|-----------------|------------|---------------|-----------|
|                                                                                                                                    | 2007   |   | --      |    | --      |    | --      |   | --     |   | --              |       | --            |
| Daniel      P. Murphy, Jr.Senior Vice President of      Corporate Development      (7)                                                  |   | 2008   |    | 294,266 |    | --      |    | 49,188 |   | --     |            | 970,229(8) |          | 1,313,683 |
|                                                                                                                                    | 2007   |   | 467,692 |    | 140,000 |    | 234,395 |   | --     |   | 46,080(9)  |       | 888,167  |

| (1) | Amounts      reflect the dollar amount recognized for financial statement reporting      purposes for the fiscal year in accordance with Statement of Financial      Accounting Standards No. 123(R), “Accounting for Stock-Based Compensation”      (“SFAS No. 123(R)”).  Assumptions used in the calculation of      these amounts are included in Note 14 to the Company’s Consolidated      Financial Statements filed with the Original Form 10-K.  As of      December 31, 2008, option awards had an exercise price of $90.00 per      share, as adjusted pursuant to the terms of the 2007 Incentive Stock Plan      to reflect a 1-for-10 reverse stock split of its outstanding common stock      effected on November 24, 2008 (the “Reverse Stock Split”).  The      stock price of WHX’s common stock as of December 31, 2008 was      $8.00. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | Consists      of payments for life insurance and discretionary 401(k)      payments.  In 2008, the amount recognized as compensation      expense for financial statement reporting purposes for the fiscal year in      accordance with SFAS No. 123(R) for the “Arrangement” (defined below) was      zero. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (3) | Includes      payments for life insurance, discretionary 401(k) payments, and the amount      recognized as compensation expense for financial statement reporting      purposes for the fiscal year in accordance with SFAS No. 123(R) for the      Arrangement. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4) | Includes      payments for life insurance, car allowance, temporary living allowance,      and 401(k) matching and discretionarypayments. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------|

| (5) | As      Mr. Svoboda’s employment did not commence until January 28, 2008, Mr.      Svoboda was not a named executive officer of the Company for the fiscal      year ended December 31, 2007. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (6) | Includes      payments for life insurance, car allowance, compensation for relocation,      and 401(k) matching and discretionarypayments. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------|

| (7) | Mr.      Murphy resigned from his executive officer position and as a director of      WHX effective July 11, 2008. |
|-----|---------------------------------------------------------------------------------------------------------------------|

| (8) | Includes      payments for reimbursement of financial services, life insurance, car      allowance, supplemental healthcare, 401(k) matching and discretionary      payments as well as a one-time severance payment of $940,000 pursuant to      the terms of Mr. Murphy’s employment agreement.  See      “—Separation Agreement” for further discussion of the severance provisions      of Mr. Murphy’s employmentagreement. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (9) | Includes      payments for reimbursement of financial services, life insurance, car      allowance, club dues, 401(k) matching and discretionary      payments. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|

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| Name                                                                                                                           |                                                                                     | Option      Awards |
|--------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------|--------------------|
|                                                                                                                           | Number      of Securities Underlying Unexercised Options  (#)      Exercisable |               | Number      of Securities Underlying Unexercised Options  (#)      Unexercisable |   | Option      Exercise Price ($) |   | Option      Expiration Date |
| (a)                                                                                                                            |                                                                                     | (b)(1)             |   | (c)      (1) |   | (e)      (1) |   | (f) |
| Glen      M. KassanChief      Executive Officer                                                                                |                                                                                     | --                 |   | -- |   | -- |   | -- |
| James      F. McCabe, Jr.Chief Financial Officer and      Senior Vice President                                                |                                                                                     | 3,750              |   | 1,250(2) |   | $      90.00 |   | July      6, 2015 |
| Jeffrey      A. SvobodaSenior      Vice President of WHX and President and Chief Executive Officer of H&H      and Bairnco |                                                                                     | 6,667              |   | 3,333(3) |   | $      90.00 |   | January      28, 2016 |
| Daniel      P. Murphy, Jr.Senior Vice President of      Corporate Development(4)                                               |                                                                                     | --                 |   | -- |   | -- |   | -- |

| (1) | Effective      November 24, 2008, any unexercised options then outstanding to purchase      shares of the Company’s common stock were adjusted pursuant to the terms      of the 2007 Incentive Stock Plan to give effect to the Reverse Stock Split      by reducing the number of share issuable thereunder to one-tenth (1/10)      and increasing the exercise price to purchase one share of common stock      under any such option by a multiple of ten (10).  All amounts      reported in this table have been adjusted accordingly to reflect the      Reverse Stock Split. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | The      options vest as follows: one-half of the options granted were exercisable      immediately, one-quarter became exercisable on July 7, 2008 and the      balance becomes exercisable on July 6,2009. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (3) | The      options vest as follows: one-third of the options granted were exercisable      immediately, one-third of the options granted became exercisable on      January 28, 2009 and the balance becomes exercisable on January 28,      2010. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4) | All      unexercised options granted to Mr. Murphy expired upon his resignation      from his executive officer position with the Company, effective July 11,      2008. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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| Name                                |   | Fees      Earned or Paid in Cash($) |   | Option      Awards($) |   | All      Other Compensation($) |   | Total($)  |
|-------------------------------------|--------|-------------------------------------|--------|-----------------------|--------|--------------------------------|--------|-----------|
| (a)                                 |   | (b)                                 |   | (d)                   |   | (g)                            |   | (h)       |
| Robert      Frankfurt (4)           |   | 3,429                               |   | --                    |   | --                             |   | 3,429     |
| Jack      L. Howard                 |   | --                                  |   | --                    |   | --                             |   | --        |
| Glen      M. Kassan                 |   | --                                  |   | --                    |   | --                             |   | --        |
| Louis      Klein, Jr.               |   | 62,651                              |   | 9,461(1)(2)           |   | --                             |   | 72,112    |
| Warren      G. Lichtenstein         |   | --                                  |   | --                    |   | --                             |   | --        |
| John      H. McNamara, Jr.          |   | --                                  |   | --                    |   | --                             |   | --        |
| Daniel      P. Murphy, Jr. (5) |   | --                                  |   | --                    |   | --                             |   | --        |
| John      J. Quicke                 |   | --                                  |   | --                    |   | --                             |   | --        |
| Joshua      E. Schechter (6)        |   | --                                  |   | --                    |   | --                             |   | --        |
| Garen      W. Smith                 |   | 62,651                              |   | 9,461(1)(2)           |   | --                             |   | 72,112(3) |

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| (1) | Option      awards consist of 1,000 options, as adjusted pursuant to the terms of the      2007 Incentive Stock Plan to reflect the Reverse Stock Split, issued to      each of Messrs. Klein and Smith on July 6, 2007 that are exercisable as      follows: one-half of the options granted were exercisable immediately,      one-fourth of the options granted became exercisable on July 7, 2008 and      the balance becomes exercisable on July 6,2009. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | Amounts      reflect the dollar amount recognized for financial statement reporting      purposes for the fiscal year in accordance with SFAS No.      123(R).  Assumptions used in the calculation of these amounts      are included in Note 14 to the Company’s Consolidated Financial Statements      filed with the Original Form 10-K. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (3) | In      addition, Mr. Smith and his wife also receive medical benefits pursuant to      an agreement entered into as of June 19, 2002 by and between the Company,      Unimast Incorporated (“Unimast”) and Mr. Smith in connection with the sale      by the Company of Unimast, its wholly-owned subsidiary, and the      termination of Mr. Smith’s employment as President and Chief Executive      Officer of Unimast. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4) | Mr.      Frankfurt was elected as a director of the Company by the existing members      of the Board of Directors of the Company on November 29, 2008 to fill a      vacancy created when the Board of Directors of the Company increased the      number of authorized directors from seven (7) to eight  (8). |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (5) | Mr.      Murphy resigned from his position as a director of the Company, effective      July 11, 2008. |
|-----|--------------------------------------------------------------------------------------------------------|

| (6) | Mr.      Schechter resigned from his position as a director of the Company,      effective February 5, 2008. |
|-----|--------------------------------------------------------------------------------------------------------------|

| Annual      Retainer for Directors:                                               |   | $ | 23,750 |   |
|-----------------------------------------------------------------------------------|--------|---|--------|--------|
| Board      Meeting Fee:                                                           |   | $ | 1,425  |   |
| Annual      Retainer for Committee Chair (other than Audit Committee      Chair): |   | $ | 4,750  |   |
| Committee      Meeting Fee (other than for Audit Committee):                      |   | $ | 950    |   |
| Annual      Retainer for Audit Committee Members:                                 |   | $ | 4,750  |   |
| Annual      Retainer for Audit Committee Chair:                                   |   | $ | 9,500  |   |

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Item12.                 SecurityOwnership of Certain Beneficial Owners and Management

| Plan      category                                              |   | Number      of securities to be issued upon exercise of outstanding options, warrants      and rights |   | Weighted-average      exercise price of outstanding options, warrants and      rights |   | Number      of securities remaining available for future issuance under equity      compensation plans (excluding securities reflected in column      (a)) |
|-----------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                            |   | (a)(1)                                                                                                |   | (b)      (1)                                                                          |   | (c)      (1)                                                                                                                                               |
| Equity      compensation plans approved by security holders     |   | 64,400                                                                                                |   | $90.00                                                                                |   | 15,600                                                                                                                                                     |
|                                                            |   |                                                                                                  |   |                                                                                  |   |                                                                                                                                                       |
| Equity      compensation plans not approved by security holders |   | --                                                                                                    |   | --                                                                                    |   | --                                                                                                                                                         |
|                                                            |   |                                                                                                  |   |                                                                                  |   |                                                                                                                                                       |
| Total:                                                          |   | 64,400                                                                                                |   | $90.00                                                                                |   | 15,600                                                                                                                                                     |

| (1) | Effective      November 24, 2008, any unexercised options then outstanding to purchase      shares of the Company’s common stock were adjusted pursuant to the terms      of the 2007 Incentive Stock Plan to give effect to the Reverse Stock Split      by reducing the number of share issuable thereunder to one-tenth (1/10)      and increasing the exercise price to purchase one share of common stock      under any such option by a multiple of ten (10).  All amounts      reported in this table have been adjusted accordingly to reflect the      Reverse Stock Split. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|   | · | Each      person who beneficially owns 5% or more of the shares of common stock then      outstanding; |
|--------|--------|--------------------------------------------------------------------------------------------------------|

|   | · | Each      of our directors; |
|--------|--------|-----------------------------|

|   | · | Each      of our named executive officers; |
|--------|--------|--------------------------------------------|

|   | · | All      of our directors and executive officers as a  group. |
|--------|--------|---------------------------------------------------------------|

| Name      and Address of Beneficial Owner                                                       |   | Shares      Beneficially Owned(1) |      |   | Percentage      of Class |   |
|-------------------------------------------------------------------------------------------------|--------|-----------------------------------|-----------|--------|--------------------------|--------|
| Steel      Partners II, L.P.  (2)590      Madison AvenueNew      York, New York 10022 |   |                              | 9,133,890 |   |                     |   | 75.0 | % |
|                                                                                            |   |                              |      |   |                     |   |   |   |
| GAMCO      Investors, Inc. (3)One      Corporate CenterRye,      New York 10580                 |   |                              | 1,436,910 |   |                     |   | 11.8 | % |
|                                                                                            |   |                              |      |   |                     |   |   |   |
| Warren      G. Lichtenstein (2)                                                                 |   |                              | 9,133,890 |   |                     |   | 75.0 | % |
|                                                                                            |   |                              |      |   |                     |   |   |   |
| Jack      L.  Howard (4)                                                              |   |                              | 7,643     |   |                     |   | * |   |
|                                                                                            |   |                              |      |   |                     |   |   |   |
| Glen      M.  Kassan                                                                  |   |                              | 0         |   |                     |   | 0 |   |
|                                                                                            |   |                              |      |   |                     |   |   |   |
| Louis      Klein, Jr. (5)                                                                       |   |                              | 10,950    |   |                     |   | * |   |
|                                                                                            |   |                              |      |   |                     |   |   |   |
| James      F. McCabe, Jr. (6)                                                                   |   |                              | 8,750     |   |                     |   | * |   |
|                                                                                            |   |                              |      |   |                     |   |   |   |
| Daniel      P. Murphy, Jr. (7)                                                                  |   |                              | 0         |   |                     |   | 0 |   |
|                                                                                            |   |                              |      |   |                     |   |   |   |
| John      J. Quicke                                                                             |   |                              | 0         |   |                     |   | 0 |   |
|                                                                                            |   |                              |      |   |                     |   |   |   |
| John      H. McNamara, Jr.                                                                      |   |                              | 0         |   |                     |   | 0 |   |

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|                                                                       |   |   |      |   |   |   |
|----------------------------------------------------------------------------|--------|--------|-----------|--------|--------|--------|
| Robert      Frankfurt                                                      |   |   | 0         |   |   |   | 0 |   |
|                                                                       |   |   |      |   |   |   |   |   |
| Garen      W.  Smith (8)                                         |   |   | 2,165     |   |   |   | * |   |
|                                                                       |   |   |      |   |   |   |   |   |
| Jeffrey      A. Svoboda (9)                                                |   |   | 6,767     |   |   |   | * |   |
|                                                                       |   |   |      |   |   |   |   |   |
| All      Directors and Executive Officers as a Group(12      persons) (10) |   |   | 9,179,001 |   |   |   | 75.3 | % |

| (1) | All      amounts reported in this table have been adjusted to reflect the Reverse      Stock Split. |
|-----|-----------------------------------------------------------------------------------------------------|

| (2) | Based      upon Amendment No. 6 to Schedule 13D it filed on January 6, 2009, SP II      beneficially owns 9,133,890 shares of common stock.  SP II      Master is the owner of approximately 99% of the limited partnership      interests in Steel Partners Holdings.  Steel Partners Holdings      is the sole limited partner of SP II.  Steel Partners is the      manager of SP II Master, Steel Partners Holdings and SP II.  The      general partner of SP II has delegated to Steel Partners the exclusive      power to vote and dispose of the securities held by SP II.  Mr.      Lichtenstein is the manager of Steel Partners.  Jack L. Howard      is President of Steel Partners, a global management firm.  EMH      Howard, LLC  (“EMH”) is an affiliate of Mr.      Howard.  Glen M. Kassan is a Managing Director and operating      partner of Steel Partners.  John H. McNamara, Jr. is a Managing      Director and investment professional of Steel Partners.  John J.      Quicke is a Managing Director and operating partner of Steel      Partners.  By virtue of these relationships, each of SP II      Master, Steel Partners, Steel Partners Holdings and Mr. Lichtenstein may      be deemed to beneficially own the Shares owned by SP II.  SP II      Master, Steel Partners, Steel Partners Holdings and Mr. Lichtenstein      disclaim beneficial ownership of the shares of common stock owned by SP II      except to the extent of its or his pecuniary interest    therein. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (3) | Based      upon Amendment No. 3 to Schedule 13D it filed on March 25, 2009, a group      including GAMCO Investors, Inc. beneficially owns 1,436,910 shares of      common stock. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4) | Consists      of 7,643 shares owned directly by EMH, which may be deemed beneficially      owned by Mr. Howard by virtue of his position as the managing member of      EMH.  Mr. Howard disclaims beneficial ownership of the shares      owned by EMH except to the extent of his pecuniary interest      therein. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (5) | Includes      750 shares of common stock issuable upon exercise of options that are      either currently exercisable or exercisable within 60 days      hereof. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (6) | Includes      3,750 shares of common stock issuable upon exercise of options that are      either currently exercisable or exercisable within 60 days      hereof. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (7) | Mr.      Murphy resigned from his executive officer position and as a director of      WHX, effective July 11, 2008.  All unexercised options granted      to Mr. Murphy expired upon his resignation from his executive officer      position with the Company. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (8) | Includes      750 shares of common stock issuable upon exercise of options that are      either currently exercisable or exercisable within 60 days      hereof. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (9) | Includes      6,667 shares of common stock issuable upon exercise of options that are      either currently exercisable or exercisable within 60 days      hereof. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (10) | Includes      5,502 shares of common stock and 3,334 shares of common stock issuable      upon exercise of options that are either currently exercisable or      exercisable within 60 days hereof held by executive officers not      specifically identified in thetable. |
|------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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Item13.                 CertainRelationships and Related Transactions, and DirectorIndependence

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|                    |   | 2008   |      |   | 2007   |   |
|-------------------------|--------|--------|-----------|--------|--------|--------|
|                    |   |   |      |   |   |   |
| Audit      fees         |   | $      | 2,321,960 |   |   | $      | 2,533,565 |   |
| Audit-related      fees |   | $      | 51,209    |   |   | $      | 20,276 |   |
| Tax      fees           |   | $      | 15,600    |   |   | $      | 44,057 |   |
| All      other fees     |   | $      | -         |   |   | $      | - |   |

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PART IV

Item 15.  Exhibits and Financial StatementSchedules

| Exhibit      Number |   | Description                                                                                                                                                                                                                                                                                                         |
|---------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |   |                                                                                                                                                                                                                                                                                                                |
| 2.1                 |   | First      Amended Chapter 11 Plan of Reorganization of the Company, dated June 8,      2005 (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K      filed July 28, 2005).                                                                                                                   |
|                |   |                                                                                                                                                                                                                                                                                                                |
| 2.2                 |   | Third      Amended Joint Plan of Reorganization of Wheeling-Pittsburgh Steel      Corporation, dated May 19, 2003 (incorporated by reference to Exhibit 2.1      to Wheeling-Pittsburgh Corporation’s Registration Statement on Form 10      filed May 30, 2003).                                             |
|                |   |                                                                                                                                                                                                                                                                                                                |
| 3.1                 |   | Amended      and Restated Certificate of Incorporation of WHX (incorporated by      reference to Exhibit 3.1 to the Company’s Form 10-K, filed December 27,      2006).                                                                                                                                       |
|                |   |                                                                                                                                                                                                                                                                                                                |
| 3.2                 |   | Amendment      to Amended and Restated Certificate of Incorporation of WHX, dated      September 17, 2008 (incorporated by reference to Exhibit 3.2 to the      Registration Statement on Form S-1 filed with the Securities and Exchange      Commission, File No. 333-154428, on October 17, 2008).               |
|                |   |                                                                                                                                                                                                                                                                                                                |
| *3.3                |   | Amendment      to Amended and Restated Certificate of Incorporation of WHX, dated      November 24, 2008.                                                                                                                                                                                                           |
|                |   |                                                                                                                                                                                                                                                                                                                |
| 3.4                 |   | Amended      and Restated By Laws of WHX (incorporated by reference to Exhibit 3.2 to      the Company’s Form 10-K, filed December 27, 2006).                                                                                                                                                                 |
|                |   |                                                                                                                                                                                                                                                                                                                |
| 3.5                 |   | Amendment      to Article Four, Section 4.1 of the Amended and Restated Bylaws of WHX      Corporation (incorporated by reference to Exhibit 3.4 to the Company’s      current report on Form 8-K, filed November 10, 2008).                                                                                  |
|                |   |                                                                                                                                                                                                                                                                                                                |
| 4.1                 |   | Loan      and Security Agreement by and among Handy & Harman, certain of its      affiliates and Congress Financial Corporation, dated March 31, 2004      (incorporated by reference to Exhibit 4.2 to the Company’s Form 10-K filed      April 14, 2004).                                               |
|                |   |                                                                                                                                                                                                                                                                                                                |
| 4.2                 |   | Consent      and Amendment No. 1 to Loan and Security Agreement by and among Handy      & Harman, certain of its affiliates and Congress Financial      Corporation, dated as of August 31, 2004 (incorporated by reference to      Exhibit 4.1 to the Company’s Form 10-Q filed November 15,      2004). |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.3    |   | Amendment      No. 2 to Loan and Security Agreement by and among Handy & Harman,      certain of its affiliates and Congress Financial Corporation, dated as of      October 29, 2004 (incorporated by reference to Exhibit 4.2 to the      Company’s Form 10-Q filed November 15, 2004).                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.4    |   | Amendment      No. 3 to Loan and Security Agreement by and among Handy & Harman,      certain of its affiliates and Congress Financial Corporation, dated as of      December 29, 2004 (incorporated by reference to Exhibit 4.4 to the      Company’s Form 10-K filed December 27, 2006).                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.5    |   | Amendment      No. 4 to Loan and Security Agreement by and among Handy & Harman,      certain of its affiliates and Wachovia Bank, National Association, a      national banking association, successor by merger to Congress Financial      Corporation, dated as of May 20, 2005 (incorporated by reference to      Exhibit 4.5 to the Company’s Form 10-K filed December 27,      2006).                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.6    |   | Amendment      No. 5 to Loan and Security Agreement by and among Handy & Harman,      certain of its affiliates and Wachovia Bank, National Association, a      national banking association, successor by merger to Congress Financial      Corporation, dated as of September 8, 2005 (incorporated by reference to      Exhibit 4.6 to the Company’s Form 10-K filed December 27,      2006).            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.7    |   | Amendment      No. 6 and Waiver to Loan and Security Agreement by and among Handy &      Harman, certain of its affiliates and Wachovia Bank, National Association,      a national banking association, successor by merger to Congress Financial      Corporation, dated as of December 29, 2005 (incorporated by reference to      Exhibit 4.7 to the Company’s Form 10-K filed December 27,      2006). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.8    |   | Consent      and Amendment No. 7 to Loan and Security Agreement by and among Handy      & Harman, certain of its affiliates and Wachovia Bank, National      Association, a national banking association, successor by merger to      Congress Financial Corporation, dated as of January 24, 2006 (incorporated      by reference to Exhibit 4.8 to the Company’s Form 10-K filed December 27,      2006). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.9    |   | Amendment      No. 8 to Loan and Security Agreement by and among Handy & Harman,      certain of its affiliates and Wachovia Bank, National Association, a      national banking association, successor by merger to Congress Financial      Corporation, dated as of March 31, 2006 (incorporated by reference to      Exhibit 4.1 to the Company’s Form 8-K filed April 6,  2006).                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.10   |   | Amendment      No. 9 to the Loan and Security Agreement by and among Handy & Harman,      certain of its affiliates and Wachovia Bank, National Association, a      national banking association, successor by merger to Congress Financial      Corporation, dated as of July 18, 2006 (incorporated by reference to      Exhibit 99.1 to the Company’s Form 8-K filed July 24,    2006).                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.11   |   | Amendment      No. 10 to the Loan and Security Agreement by and among Handy & Harman,      certain of its affiliates and Wachovia Bank, National Association, a      national banking association, successor by merger to Congress Financial      Corporation, dated as of October 30, 2006 (incorporated by reference to      Exhibit 99.1 to the Company’s Form 8-K filed November 03,      2006).        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.12   |   | Amendment      No. 11 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated December 28, 2006 (incorporated by reference to Exhibit 99.1.3 to      the Company’s Form 8-K filed January 4,2007).                                                                                                          |

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Table of Contents

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.13   |   | Amendment      No. 12 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated December 28, 2006 (incorporated by reference to Exhibit 99.1.4 to      the Company’s Form 8-K filed January 4, 2007).                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.14   |   | Amendment      No. 13 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated March 29, 2007 (incorporated by reference to Exhibit 99.1 to the      Company’s Form 8-K filed March 30, 2007).                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.15   |   | Amendment      No. 14 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated July 20, 2007 (incorporated by reference to Exhibit 4.15 to      Amendment No. 1 to Registration Statement on Form S-1 filed with the      Securities and Exchange Commission, File No. 333-146803, on November 30,      2008).      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.16   |   | Amendment      No. 15 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated September 20, 2007 (incorporated by reference to exhibit 4.16 to      Amendment No. 1 to Registration Statement on Form S-1 filed with the      Securities and Exchange Commission, File No. 333-146803, on November 30,      2008). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.17   |   | Amendment      No. 16 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated October 31, 2007 (incorporated by reference to Exhibit 4.17 to the      Company’s Form 10-K filed March 31, 2008).                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.18   |   | Amendment      No. 17 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated January 11, 2008 (incorporated by reference to Exhibit 4.18 to the      Company’s Form 10-K filed March 31, 2008).                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.19   |   | Amendment      No. 18 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated February 14, 2008 (incorporated by reference to Exhibit 4.19 to the      Company’s Form 10-K filed March 31, 2008).                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.20   |   | Amendment      No. 19 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated February 14, 2008 (incorporated by reference to Exhibit 4.20 to the      Company’s Form 10-K filed March 31, 2008).                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.21   |   | Amendment      No. 20 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated September 29, 2008 (incorporated by reference to Exhibit 4.21 to the      Registration Statement on Form S-1 filed with the Securities and Exchange      Commission, File No. 333-154428, on October 17, 2008).                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.22   |   | Amendment      No. 21 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated October 29, 2008 (incorporated by reference to Exhibit 4.56 to the      Company’s Form 10-Q, filed November 7,2008).                                                                                                           |

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Table of Contents

|   |   |                                                                                                                                                                                                                                                                                                                                                                         |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *4.23  |   | Amendment      No. 22 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated March 12, 2009.                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 4.24   |   | Loan      and Security Agreement by and among Handy & Harman, certain of its      affiliates and Ableco Finance LLC, dated March 31, 2004 (incorporated by      reference to Exhibit 4.3 to the Company’s Form 10-K filed April 14,      2004).                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 4.25   |   | Loan      and Security Agreement Amendment by and among Handy & Harman, certain      of its affiliates and Canpartners Investments IV, LLC, dated as of October      29, 2004 (incorporated by reference to Exhibit 4.3 to the Company’s Form      10-Q filed November 15, 2004).                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 4.26   |   | Amendment      No. 2 to Loan and Security Agreement by and among Handy & Harman,      certain of its affiliates and Canpartners Investments IV, LLC, dated as of      December 29, 2004 (incorporated by reference to Exhibit 4.15 to the      Company’s Form 10-K filed December 27, 2006).                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 4.27   |   | Amendment      No. 3 and Waiver to Loan and Security Agreement by and among Handy &      Harman, certain of its affiliates and Steel Partners II, L.P., successor      by assignment from Canpartners Investments IV, LLC, dated as of December      29, 2005 (incorporated by reference to Exhibit 4.16 to the Company’s Form      10-K filed December 27, 2006). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 4.28   |   | Consent      and Amendment No. 4 to Loan and Security Agreement by and among Handy      & Harman, certain of its affiliates and Steel Partners II, L.P.,      successor by assignment from Canpartners Investments IV, LLC, dated as of      January 24, 2006 (incorporated by reference to Exhibit 4.17 to the      Company’s Form 10-K filed December 27, 2006). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 4.29   |   | Amendment      No. 5 to Loan and Security Agreement by and among Handy & Harman,      certain of its affiliates and Steel Partners II, L.P., successor by      assignment from Canpartners Investments IV, LLC, dated as of March 31,      2006 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K      filed April 6, 2006).                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 4.30   |   | Amendment      No. 6 to the Loan and Security Agreement by and among Handy & Harman,      certain of its affiliates and Steel Partners II, L.P., successor by      assignment from Canpartners Investments IV, LLC, dated as of July 18, 2006      (incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K filed      July 24, 2006).                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 4.31   |   | Amendment      No. 7 to the Loan and Security Agreement by and Among Handy & Harman,      certain of its affiliates and Steel Partners II, L.P., successor by      assignment from Carpenters Investments IV, LLC, dated as of October 30,      2006 (incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K      filed November 3, 2006).            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 4.32   |   | Amendment      No. 8 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Steel Partners II, L.P, dated December 28, 2006      (incorporated by reference to Exhibit 99.1.5 to the Company’s Form 8-K      filed January 4, 2007).                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 4.33   |   | Amendment      No. 9 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Steel Partners II, L.P. dated December 28, 2006      (incorporated by reference to Exhibit 99.1.6 to the Company’s Form 8-K      filed January 4, 2007).                                                                                        |

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Table of Contents

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.34   |   | Amendment      No. 10 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Steel Partners II, L.P. dated March 29, 2007      (incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K filed      March 30, 2007).                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.35   |   | Amendment      No. 11 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Steel Partners II, L.P. dated July 20, 2007      (incorporated by reference to Exhibit 4.29 to Amendment No. 1 to      Registration Statement on Form S-1 filed with the Securities and Exchange      Commission, File No. 333-146803, on November 30, 2007).                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.36   |   | Amendment      No. 12 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Steel Partners II, L.P. dated September 10, 2007      (incorporated by reference to Exhibit 4.30 to Amendment No. 1 to      Registration Statement on Form S-1 filed with the Securities and Exchange      Commission, File No. 333-146803, on November 30, 2007).                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.37   |   | Amendment      No. 13 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Steel Partners II, L.P., dated November 5, 2007      (incorporated by reference to Exhibit 4.35 to the Company’s Form 10-K      filed March 31, 2008).                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.38   |   | Amendment      No. 14 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Steel Partners II, L.P., dated February 14, 2008      (incorporated by reference to Exhibit 4.36 to the Company’s Form 10-K      filed March 31, 2008).                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.39   |   | Amendment      No. 15 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Steel Partners II, L.P., dated February 14, 2008      (incorporated by reference to Exhibit 4.37 to the Company’s Form 10-K      filed March 31, 2008).                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.40   |   | Amendment      No. 16 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Steel Partners II, L.P., dated as of October 29,      2008 (incorporated by reference to Exhibit 4.55 to the Company’s Form      10-Q, filed November 7, 2008).                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| *4.41  |   | Amendment      No. 17 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Steel Partners II, L.P., dated as of March 12,      2009.                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.42   |   | Credit      Agreement, dated as of July 17, 2007, by and among Bairnco, Arlon, Inc.,      Arlon Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern      Saw Acquisition Corporation, as borrowers, and Wells Fargo Foothill, Inc.,      as the arranger and administrative agent for the lenders thereunder      (incorporated by reference to Exhibit 4.36 to Amendment No. 1 to      Registration Statement on Form S-1 filed with the Securities and Exchange      Commission, File No. 333-146803, on November 30, 2007). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.43   |   | Amendment      No. 1 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon      Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw      Acquisition Corporation, as borrowers, and Wells Fargo Foothill, Inc., as      the arranger and administrative agent for the lenders thereunder, dated      February 14, 2008 (incorporated by reference to Exhibit 4.44 to the      Company’s Form 10-K filed March 31,2008).                                                                                   |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.44   |   | Amendment      No. 2 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon      Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw      Acquisition Corporation, as borrowers, and Wells Fargo Foothill, Inc., as      the arranger and administrative agent for the lenders thereunder, dated      June 30, 2008 (incorporated by reference to Exhibit 4.45 to Amendment No.      6 to Registration Statement on Form S-1 filed with the Securities and      Exchange Commission, File No. 333-146803, on July 9,  2008). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.45   |   | Amendment      No. 3 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon      Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw      Acquisition Corporation, as borrowers, and Wells Fargo Foothill, Inc., as      the arranger and administrative agent for the lenders thereunder, dated as      of October 29, 2008 (incorporated by reference to Exhibit 4.54 to the      Company’s Form 10-Q, filed November 7, 2008).                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| *4.46  |   | Amendment      No. 4 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon      Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw      Acquisition Corporation, as borrowers, and Wells Fargo Foothill, Inc., as      the arranger and administrative agent for the lenders thereunder, dated as      of March 12, 2009.                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.47   |   | Credit      Agreement, dated as of July 17, 2007, by and among Bairnco, Arlon, Inc.,      Arlon Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern      Saw Acquisition Corporation, as borrowers, and Ableco Finance LLC, as      administrative agent for the lenders thereunder (incorporated by reference      to Exhibit 4.37 to Amendment No. 1 to Registration Statement on Form S-1      filed with the Securities and Exchange Commission, File No. 333-146803, on      November 30, 2007).                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.48   |   | Amendment      No. 1 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon      Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw      Acquisition Corporation, as borrowers, and Ableco Finance LLC, as      administrative agent for the lenders thereunder, dated February 14, 2008      (incorporated by reference to Exhibit 4.46 to the Company’s Form 10-K      filed March 31, 2008).                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.49   |   | Amendment      No. 2 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon      Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw      Acquisition Corporation, as borrowers, and Ableco Finance LLC, as      administrative agent for the lenders thereunder, dated June 30, 2008      (incorporated by reference to Exhibit 4.48 to Amendment No. 6 to      Registration Statement on Form S-1 filed with the Securities and Exchange      Commission, File No. 333-146803, on July 9, 2008).                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.50   |   | Amendment      No. 3 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon      Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw      Acquisition Corporation, as borrowers, and Ableco Finance LLC, as      administrative agent for the lenders thereunder, dated as of October 29,      2008 (incorporated by reference to Exhibit 4.53 to the Company’s Form      10-Q, filed November 7, 2008).                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| *4.51  |   | Amendment      No. 4 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon      Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw      Acquisition Corporation, as borrowers, and Ableco Finance LLC, as      administrative agent for the lenders thereunder, dated as of March 12,      2009.                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.52   |   | Amended      and Restated Credit Agreement, dated as of July 17, 2007, by and among      Bairnco, Arlon, Inc., Arlon Viscor Ltd., Arlon Signtech, Ltd., Kasco      Corporation, and Southern Saw Acquisition Corporation, as borrowers, and      Steel Partners II, L.P. as lender (incorporated by reference to Exhibit      4.38 to Amendment No. 1 to Registration Statement on Form S-1 filed with      the Securities and Exchange Commission, File No. 333-146803, on November      30, 2008).                                                      |

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Table of Contents

|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *4.53  |   | First      Amendment to Amended and Restated Credit Agreement, by and among Bairnco,      Arlon, Inc., Arlon Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation,      and Southern Saw Acquisition Corporation, as borrowers, and Steel Partners      II, L.P. as lender, dated as of March 12, 2009.                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 4.54   |   | Security      Agreement, dated as of February 14, 2008, by and among H&H and certain      of it subsidiaries and Ableco Finance LLC, as Agent (incorporated by      reference to Exhibit 4.49 to the Company’s Form 10-K filed March 31,      2008).                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.1   |   | Settlement      and Release Agreement by and among Wheeling-Pittsburgh Steel Corporation      (“WPSC”) and Wheeling-Pittsburgh Corporation (“WPC”), the Company and      certain affiliates of WPSC, WPC and the Company (incorporated by reference      to Exhibit 99.1 to the Company’s Form 8-K filed May 30,    2001).                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.2   |   | Employment      Agreement by and between H&H and Daniel P. Murphy, Jr., effective      February 11, 2004 (incorporated by reference to Exhibit 10.1 to the      Company’s Form 10-Q filed November 15, 2004).                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.3   |   | Amendment      to Employment Agreement by and among WHX, Handy & Harman and Daniel P.      Murphy, dated as of February 20, 2008 (incorporated by reference to      Exhibit 10.4 to the Company’s Form 10-K filed March 31,    2008).                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.4   |   | Acknowledgement      and Release dated November 10, 2005, by and between H&H and Daniel P.      Murphy, Jr. (incorporated by reference to Exhibit 10.1 to the Company’s      Form 8-K filed April 6, 2006).                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.5   |   | Supplemental      Executive Retirement Plan (as Amended and Restated as of January 1, 1998)      (incorporated by reference to Exhibit 10.9 to the Company’s Form 10-K      filed December 27, 2006).                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.6   |   | Agreement      by and among the Pension Benefit Guaranty Corporation, WHX Corporation,      Wheeling-Pittsburgh Corporation, Wheeling-Pittsburgh Steel Corporation and      the United Steel Workers of America, AFL-CIO-CLC, dated as of July 31,      2003 (incorporated by reference to Exhibit 10.10 to the Company’s Form      10-K filed December 27, 2006). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| *10.7  |   | 2008      Bonus Plan of the Company.                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| *10.8  |   | Amendment      to 2008 Bonus Plan of the Company.                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.9   |   | 2007      Incentive Stock Plan (incorporated by reference to Exhibit B to the      Company’s Schedule 14A filed May 25, 2007).                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.10  |   | Settlement      Agreement by and among WHX Corporation, Handy & Harman, and Pension      Benefit Guaranty Corporation dated December 28, 2006 (incorporated by      reference to Exhibit 10.12 to the Company’s Form 8-K filed January 4,      2007).                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.11  |   | Asset      Purchase Agreement by and among Illinois Tool Works Inc., ITW Canada, OMG      Roofing, Inc., and OMG, Inc., dated December 28, 2006 (incorporated by      reference to Exhibit 10.12 of the Company’s Form 10-K filed March 9,      2007).                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.12  |   | Employment      Agreement by and among WHX Corporation, Handy & Harman, and James      McCabe dated as of February 1, 2007 (incorporated by reference to exhibit      10.14 to the Company’s Form 10-K filed May 21,  2007).                                                                                                                                   |

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Table of Contents

|   |   |                                                                                                                                                                                                                         |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *10.13 |   | Amendment      to Employment Agreement by and among WHX Corporation, Handy & Harman,      and James F. McCabe Jr., effective January 1, 2009.                                                                            |
|   |   |                                                                                                                                                                                                                         |
| *10.14 |   | Second      Amendment to Employment Agreement by and among WHX Corporation, Handy      & Harman, and James F. McCabe Jr., effective January 4,      2009.                                                                |
|   |   |                                                                                                                                                                                                                         |
| 10.15  |   | Employment      Agreement by and between Handy & Harman and Jeffrey A. Svoboda,      effective January 28, 2008 (incorporated by reference to Exhibit 10.17 to      the Company’s Form 10-K filed March 31, 2008). |
|   |   |                                                                                                                                                                                                                         |
| *10.16 |   | Amendment      to Employment Agreement by and between Handy & Harman and Jeffrey A.      Svoboda, effective January 1, 2009.                                                                                             |
|   |   |                                                                                                                                                                                                                         |
| *10.17 |   | Second      Amendment to Employment Agreement by and between Handy & Harman and      Jeffrey A. Svoboda, effective January 4, 2009.                                                                                      |
|   |   |                                                                                                                                                                                                                         |
| 10.18  |   | Employment      Agreement by and among WHX Corporation and Peter T. Gelfman, dated as of      April 7, 2008 (incorporated by reference to Exhibit 10.18 to the Company’s      Form 10-Q filed May 15, 2008).           |
|   |   |                                                                                                                                                                                                                         |
| *10.19 |   | Amendment      to Employment Agreement by and among WHX Corporation and Peter T. Gelfman,      effective January 1, 2009.                                                                                                    |
|   |   |                                                                                                                                                                                                                         |
| *10.20 |   | Second      Amendment to Employment Agreement by and among WHX Corporation and Peter      T. Gelfman, effective January 4, 2009.                                                                                             |
|   |   |                                                                                                                                                                                                                         |
| *10.21 |   | Incentive      Agreement, dated July 6, 2007, by and between WHX Corporation and Glen      Kassan.                                                                                                                           |
|   |   |                                                                                                                                                                                                                         |
| *10.22 |   | Amendment      to Incentive Agreement, dated as of January 1, 2009, by and between WHX      Corporation and Glen Kassan.                                                                                                     |
|   |   |                                                                                                                                                                                                                         |
| *10.23 |   | Incentive      Agreement, dated July 6, 2007, by and between WHX Corporation and Warren      G. Lichtenstein.                                                                                                                |
|   |   |                                                                                                                                                                                                                         |
| *10.24 |   | Amendment      to Incentive Agreement, dated as of January 1, 2009, by and between WHX      Corporation and Warren G. Lichtenstein.                                                                                          |
|   |   |                                                                                                                                                                                                                         |
| 16     |   | Letter      from PricewaterhouseCoopers LLP, dated as of January 17, 2007      (incorporated by reference to Exhibit 16 to the Company’s Form 8-K filed      January 23, 2007).                                        |
|   |   |                                                                                                                                                                                                                         |
| *21.1  |   | Subsidiaries      of Registrant.                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                         |
| *23.1  |   | Consent      of Independent Registered Accounting Firm-Grant Thornton    LLP.                                                                                                                                                |
|   |   |                                                                                                                                                                                                                         |
| *24    |   | Power      of Attorney (contained as part of the signature page to the Original Form      10-K).                                                                                                                             |
|   |   |                                                                                                                                                                                                                         |
| **31.1 |   | Certification      by Principal Executive Officer pursuant to Section 302 of the      Sarbanes-Oxley Act of 2002.                                                                                                            |
|   |   |                                                                                                                                                                                                                         |
| **31.2 |   | Certification      by Principal Financial Officer pursuant to Section 302 of the      Sarbanes-Oxley Act of 2002.                                                                                                            |
|   |   |                                                                                                                                                                                                                         |
| **32   |   | Certification      by Principal Executive Officer and Principal Financial Officer pursuant to      Section 906 of the Sarbanes-Oxley Act of2002.                                                                             |

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|   | *   -      Previously filed with the Original Form 10-K filed March 31,      2009. |
|--------|---------------------------------------------------------------------------------------------------|

|   | **      - Filed herewith. |
|--------|---------------------------|

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Table of Contents

|   | WHX      CORPORATION |                               |
|--------|----------------------|------------------------------------|
|   |                 |                               |   |
|   | By:                  | /s/ Glen      M. Kassan  |   |
|   |                 | Name:                         | Glen      M. Kassan  |   |
|   |                 | Title:                        | Chief      Executive Officer  |   |

| By:    | *                                                  |   | April      27, 2009 |
|--------|----------------------------------------------------|--------|---------------------|
|   | Warren      G. Lichtenstein, Chairman of the Board |   | Date                |
|   |                                               |   |                |
| By:    | /s/ Glen      M. Kassan                  |   | April      27, 2009 |
|   | Glen      M. Kassan, Director and Chief Executive  |   | Date                |
|   | Officer      (Principal Executive Officer)         |   |                |
|   |                                               |   |                |
| By:    | *                                                  |   | April      27, 2009 |
|   | James      F. McCabe, Jr., Chief Financial Officer |   | Date                |
|   | (Principal      Accounting Officer)                |   |                |
|   |                                               |   |                |
| By:    | *                                                  |   | April      27, 2009 |
|   | John      H. McNamara, Jr., Director               |   | Date                |
|   |                                               |   |                |
| By:    | *                                                  |   | April      27, 2009 |
|   | John      J. Quicke, Director                      |   | Date                |
|   |                                               |   |                |
| By:    | *                                                  |   | April      27, 2009 |
|   | Louis      Klein, Jr., Director                    |   | Date                |
|   |                                               |   |                |
| By:    | *                                                  |   | April      27, 2009 |
|   | Jack      L. Howard, Director                      |   | Date                |
|   |                                               |   |                |
| By:    | *                                                  |   | April      27, 2009 |
|   | Robert      Frankfurt, Director                    |   | Date                |
|   |                                               |   |                |
| By:    | *                                                  |   | April      27, 2009 |
|   | Garen      W. Smith, Director                      |   | Date                |
|   |                                               |   |                |
| *By    | /s/ Glen      M. Kassan                  |   |                |
|   | Glen      M. Kassan, Attorney-in-fact              |   |                |

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Table of Contents

| Exhibit      Number |   | Description                                                                                                                                                                                                                                                                                                         |
|---------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |   |                                                                                                                                                                                                                                                                                                                |
| 2.1                 |   | First      Amended Chapter 11 Plan of Reorganization of the Company, dated June 8,      2005 (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K      filed July 28, 2005).                                                                                                                   |
|                |   |                                                                                                                                                                                                                                                                                                                |
| 2.2                 |   | Third      Amended Joint Plan of Reorganization of Wheeling-Pittsburgh Steel      Corporation, dated May 19, 2003 (incorporated by reference to Exhibit 2.1      to Wheeling-Pittsburgh Corporation’s Registration Statement on Form 10      filed May 30, 2003).                                             |
|                |   |                                                                                                                                                                                                                                                                                                                |
| 3.1                 |   | Amended      and Restated Certificate of Incorporation of WHX (incorporated by      reference to Exhibit 3.1 to the Company’s Form 10-K, filed December 27,      2006).                                                                                                                                       |
|                |   |                                                                                                                                                                                                                                                                                                                |
| 3.2                 |   | Amendment      to Amended and Restated Certificate of Incorporation of WHX, dated      September 17, 2008 (incorporated by reference to Exhibit 3.2 to the      Registration Statement on Form S-1 filed with the Securities and Exchange      Commission, File No. 333-154428, on October 17, 2008).               |
|                |   |                                                                                                                                                                                                                                                                                                                |
| *3.3                |   | Amendment      to Amended and Restated Certificate of Incorporation of WHX, dated      November 24, 2008.                                                                                                                                                                                                           |
|                |   |                                                                                                                                                                                                                                                                                                                |
| 3.4                 |   | Amended      and Restated By Laws of WHX (incorporated by reference to Exhibit 3.2 to      the Company’s Form 10-K, filed December 27, 2006).                                                                                                                                                                 |
|                |   |                                                                                                                                                                                                                                                                                                                |
| 3.5                 |   | Amendment      to Article Four, Section 4.1 of the Amended and Restated Bylaws of WHX      Corporation (incorporated by reference to Exhibit 3.4 to the Company’s      current report on Form 8-K, filed November 10, 2008).                                                                                  |
|                |   |                                                                                                                                                                                                                                                                                                                |
| 4.1                 |   | Loan      and Security Agreement by and among Handy & Harman, certain of its      affiliates and Congress Financial Corporation, dated March 31, 2004      (incorporated by reference to Exhibit 4.2 to the Company’s Form 10-K filed      April 14, 2004).                                               |
|                |   |                                                                                                                                                                                                                                                                                                                |
| 4.2                 |   | Consent      and Amendment No. 1 to Loan and Security Agreement by and among Handy      & Harman, certain of its affiliates and Congress Financial      Corporation, dated as of August 31, 2004 (incorporated by reference to      Exhibit 4.1 to the Company’s Form 10-Q filed November 15,      2004). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.3    |   | Amendment      No. 2 to Loan and Security Agreement by and among Handy & Harman,      certain of its affiliates and Congress Financial Corporation, dated as of      October 29, 2004 (incorporated by reference to Exhibit 4.2 to the      Company’s Form 10-Q filed November 15, 2004).                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.4    |   | Amendment      No. 3 to Loan and Security Agreement by and among Handy & Harman,      certain of its affiliates and Congress Financial Corporation, dated as of      December 29, 2004 (incorporated by reference to Exhibit 4.4 to the      Company’s Form 10-K filed December 27, 2006).                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.5    |   | Amendment      No. 4 to Loan and Security Agreement by and among Handy & Harman,      certain of its affiliates and Wachovia Bank, National Association, a      national banking association, successor by merger to Congress Financial      Corporation, dated as of May 20, 2005 (incorporated by reference to      Exhibit 4.5 to the Company’s Form 10-K filed December 27,      2006). |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.6    |   | Amendment      No. 5 to Loan and Security Agreement by and among Handy & Harman,      certain of its affiliates and Wachovia Bank, National Association, a      national banking association, successor by merger to Congress Financial      Corporation, dated as of September 8, 2005 (incorporated by reference to      Exhibit 4.6 to the Company’s Form 10-K filed December 27,      2006).            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.7    |   | Amendment      No. 6 and Waiver to Loan and Security Agreement by and among Handy &      Harman, certain of its affiliates and Wachovia Bank, National Association,      a national banking association, successor by merger to Congress Financial      Corporation, dated as of December 29, 2005 (incorporated by reference to      Exhibit 4.7 to the Company’s Form 10-K filed December 27,      2006). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.8    |   | Consent      and Amendment No. 7 to Loan and Security Agreement by and among Handy      & Harman, certain of its affiliates and Wachovia Bank, National      Association, a national banking association, successor by merger to      Congress Financial Corporation, dated as of January 24, 2006 (incorporated      by reference to Exhibit 4.8 to the Company’s Form 10-K filed December 27,      2006). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.9    |   | Amendment      No. 8 to Loan and Security Agreement by and among Handy & Harman,      certain of its affiliates and Wachovia Bank, National Association, a      national banking association, successor by merger to Congress Financial      Corporation, dated as of March 31, 2006 (incorporated by reference to      Exhibit 4.1 to the Company’s Form 8-K filed April 6,  2006).                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.10   |   | Amendment      No. 9 to the Loan and Security Agreement by and among Handy & Harman,      certain of its affiliates and Wachovia Bank, National Association, a      national banking association, successor by merger to Congress Financial      Corporation, dated as of July 18, 2006 (incorporated by reference to      Exhibit 99.1 to the Company’s Form 8-K filed July 24,    2006).                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.11   |   | Amendment      No. 10 to the Loan and Security Agreement by and among Handy & Harman,      certain of its affiliates and Wachovia Bank, National Association, a      national banking association, successor by merger to Congress Financial      Corporation, dated as of October 30, 2006 (incorporated by reference to      Exhibit 99.1 to the Company’s Form 8-K filed November 03,      2006).        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.12   |   | Amendment      No. 11 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated December 28, 2006 (incorporated by reference to Exhibit 99.1.3 to      the Company’s Form 8-K filed January 4,2007).                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.13   |   | Amendment      No. 12 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated December 28, 2006 (incorporated by reference to Exhibit 99.1.4 to      the Company’s Form 8-K filed January 4, 2007).                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.14   |   | Amendment      No. 13 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated March 29, 2007 (incorporated by reference to Exhibit 99.1 to the      Company’s Form 8-K filed March 30, 2007).                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.15   |   | Amendment      No. 14 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated July 20, 2007 (incorporated by reference to Exhibit 4.15 to      Amendment No. 1 to Registration Statement on Form S-1 filed with the      Securities and Exchange Commission, File No. 333-146803, on November 30,      2008). |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.16   |   | Amendment      No. 15 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated September 20, 2007 (incorporated by reference to exhibit 4.16 to      Amendment No. 1 to Registration Statement on Form S-1 filed with the      Securities and Exchange Commission, File No. 333-146803, on November 30,      2008). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.17   |   | Amendment      No. 16 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated October 31, 2007 (incorporated by reference to Exhibit 4.17 to the      Company’s Form 10-K filed March 31, 2008).                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.18   |   | Amendment      No. 17 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated January 11, 2008 (incorporated by reference to Exhibit 4.18 to the      Company’s Form 10-K filed March 31, 2008).                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.19   |   | Amendment      No. 18 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated February 14, 2008 (incorporated by reference to Exhibit 4.19 to the      Company’s Form 10-K filed March 31, 2008).                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.20   |   | Amendment      No. 19 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated February 14, 2008 (incorporated by reference to Exhibit 4.20 to the      Company’s Form 10-K filed March 31, 2008).                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.21   |   | Amendment      No. 20 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated September 29, 2008 (incorporated by reference to Exhibit 4.21 to the      Registration Statement on Form S-1 filed with the Securities and Exchange      Commission, File No. 333-154428, on October 17, 2008).                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.22   |   | Amendment      No. 21 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated October 29, 2008 (incorporated by reference to Exhibit 4.56 to the      Company’s Form 10-Q, filed November 7,2008).                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                        |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *4.23  |   | Amendment      No. 22 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Wachovia Bank, National Association, as agent,      dated March 12, 2009.                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                        |
| 4.24   |   | Loan      and Security Agreement by and among Handy & Harman, certain of its      affiliates and Ableco Finance LLC, dated March 31, 2004 (incorporated by      reference to Exhibit 4.3 to the Company’s Form 10-K filed April 14,      2004).                                   |
|   |   |                                                                                                                                                                                                                                                                                        |
| 4.25   |   | Loan      and Security Agreement Amendment by and among Handy & Harman, certain      of its affiliates and Canpartners Investments IV, LLC, dated as of October      29, 2004 (incorporated by reference to Exhibit 4.3 to the Company’s Form      10-Q filed November 15, 2004). |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                         |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.26   |   | Amendment      No. 2 to Loan and Security Agreement by and among Handy & Harman,      certain of its affiliates and Canpartners Investments IV, LLC, dated as of      December 29, 2004 (incorporated by reference to Exhibit 4.15 to the      Company’s Form 10-K filed December 27, 2006).                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 4.27   |   | Amendment      No. 3 and Waiver to Loan and Security Agreement by and among Handy &      Harman, certain of its affiliates and Steel Partners II, L.P., successor      by assignment from Canpartners Investments IV, LLC, dated as of December      29, 2005 (incorporated by reference to Exhibit 4.16 to the Company’s Form      10-K filed December 27, 2006). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 4.28   |   | Consent      and Amendment No. 4 to Loan and Security Agreement by and among Handy      & Harman, certain of its affiliates and Steel Partners II, L.P.,      successor by assignment from Canpartners Investments IV, LLC, dated as of      January 24, 2006 (incorporated by reference to Exhibit 4.17 to the      Company’s Form 10-K filed December 27, 2006). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 4.29   |   | Amendment      No. 5 to Loan and Security Agreement by and among Handy & Harman,      certain of its affiliates and Steel Partners II, L.P., successor by      assignment from Canpartners Investments IV, LLC, dated as of March 31,      2006 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K      filed April 6, 2006).                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 4.30   |   | Amendment      No. 6 to the Loan and Security Agreement by and among Handy & Harman,      certain of its affiliates and Steel Partners II, L.P., successor by      assignment from Canpartners Investments IV, LLC, dated as of July 18, 2006      (incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K filed      July 24, 2006).                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 4.31   |   | Amendment      No. 7 to the Loan and Security Agreement by and Among Handy & Harman,      certain of its affiliates and Steel Partners II, L.P., successor by      assignment from Carpenters Investments IV, LLC, dated as of October 30,      2006 (incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K      filed November 3, 2006).            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 4.32   |   | Amendment      No. 8 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Steel Partners II, L.P, dated December 28, 2006      (incorporated by reference to Exhibit 99.1.5 to the Company’s Form 8-K      filed January 4, 2007).                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 4.33   |   | Amendment      No. 9 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Steel Partners II, L.P. dated December 28, 2006      (incorporated by reference to Exhibit 99.1.6 to the Company’s Form 8-K      filed January 4, 2007).                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.34   |   | Amendment      No. 10 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Steel Partners II, L.P. dated March 29, 2007      (incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K filed      March 30, 2007).                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.35   |   | Amendment      No. 11 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Steel Partners II, L.P. dated July 20, 2007      (incorporated by reference to Exhibit 4.29 to Amendment No. 1 to      Registration Statement on Form S-1 filed with the Securities and Exchange      Commission, File No. 333-146803, on November 30, 2007).       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.36   |   | Amendment      No. 12 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Steel Partners II, L.P. dated September 10, 2007      (incorporated by reference to Exhibit 4.30 to Amendment No. 1 to      Registration Statement on Form S-1 filed with the Securities and Exchange      Commission, File No. 333-146803, on November 30,  2007). |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.37   |   | Amendment      No. 13 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Steel Partners II, L.P., dated November 5, 2007      (incorporated by reference to Exhibit 4.35 to the Company’s Form 10-K      filed March 31, 2008).                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.38   |   | Amendment      No. 14 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Steel Partners II, L.P., dated February 14, 2008      (incorporated by reference to Exhibit 4.36 to the Company’s Form 10-K      filed March 31, 2008).                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.39   |   | Amendment      No. 15 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Steel Partners II, L.P., dated February 14, 2008      (incorporated by reference to Exhibit 4.37 to the Company’s Form 10-K      filed March 31, 2008).                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.40   |   | Amendment      No. 16 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Steel Partners II, L.P., dated as of October 29,      2008 (incorporated by reference to Exhibit 4.55 to the Company’s Form      10-Q, filed November 7, 2008).                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| *4.41  |   | Amendment      No. 17 to the Loan and Security Agreement by and among Handy & Harman      and its subsidiaries, and Steel Partners II, L.P., dated as of March 12,      2009.                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.42   |   | Credit      Agreement, dated as of July 17, 2007, by and among Bairnco, Arlon, Inc.,      Arlon Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern      Saw Acquisition Corporation, as borrowers, and Wells Fargo Foothill, Inc.,      as the arranger and administrative agent for the lenders thereunder      (incorporated by reference to Exhibit 4.36 to Amendment No. 1 to      Registration Statement on Form S-1 filed with the Securities and Exchange      Commission, File No. 333-146803, on November 30, 2007). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.43   |   | Amendment      No. 1 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon      Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw      Acquisition Corporation, as borrowers, and Wells Fargo Foothill, Inc., as      the arranger and administrative agent for the lenders thereunder, dated      February 14, 2008 (incorporated by reference to Exhibit 4.44 to the      Company’s Form 10-K filed March 31,2008).                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.44   |   | Amendment      No. 2 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon      Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw      Acquisition Corporation, as borrowers, and Wells Fargo Foothill, Inc., as      the arranger and administrative agent for the lenders thereunder, dated      June 30, 2008 (incorporated by reference to Exhibit 4.45 to Amendment No.      6 to Registration Statement on Form S-1 filed with the Securities and      Exchange Commission, File No. 333-146803, on July 9,  2008). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.45   |   | Amendment      No. 3 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon      Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw      Acquisition Corporation, as borrowers, and Wells Fargo Foothill, Inc., as      the arranger and administrative agent for the lenders thereunder, dated as      of October 29, 2008 (incorporated by reference to Exhibit 4.54 to the      Company’s Form 10-Q, filed November 7,2008).                                                                                       |

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *4.46  |   | Amendment      No. 4 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon      Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw      Acquisition Corporation, as borrowers, and Wells Fargo Foothill, Inc., as      the arranger and administrative agent for the lenders thereunder, dated as      of March 12, 2009.                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.47   |   | Credit      Agreement, dated as of July 17, 2007, by and among Bairnco, Arlon, Inc.,      Arlon Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern      Saw Acquisition Corporation, as borrowers, and Ableco Finance LLC, as      administrative agent for the lenders thereunder (incorporated by reference      to Exhibit 4.37 to Amendment No. 1 to Registration Statement on Form S-1      filed with the Securities and Exchange Commission, File No. 333-146803, on      November 30, 2007).            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.48   |   | Amendment      No. 1 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon      Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw      Acquisition Corporation, as borrowers, and Ableco Finance LLC, as      administrative agent for the lenders thereunder, dated February 14, 2008      (incorporated by reference to Exhibit 4.46 to the Company’s Form 10-K      filed March 31, 2008).                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.49   |   | Amendment      No. 2 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon      Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw      Acquisition Corporation, as borrowers, and Ableco Finance LLC, as      administrative agent for the lenders thereunder, dated June 30, 2008      (incorporated by reference to Exhibit 4.48 to Amendment No. 6 to      Registration Statement on Form S-1 filed with the Securities and Exchange      Commission, File No. 333-146803, on July 9, 2008). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.50   |   | Amendment      No. 3 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon      Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw      Acquisition Corporation, as borrowers, and Ableco Finance LLC, as      administrative agent for the lenders thereunder, dated as of October 29,      2008 (incorporated by reference to Exhibit 4.53 to the Company’s Form      10-Q, filed November 7, 2008).                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| *4.51  |   | Amendment      No. 4 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon      Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw      Acquisition Corporation, as borrowers, and Ableco Finance LLC, as      administrative agent for the lenders thereunder, dated as of March 12,      2009.                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.52   |   | Amended      and Restated Credit Agreement, dated as of July 17, 2007, by and among      Bairnco, Arlon, Inc., Arlon Viscor Ltd., Arlon Signtech, Ltd., Kasco      Corporation, and Southern Saw Acquisition Corporation, as borrowers, and      Steel Partners II, L.P. as lender (incorporated by reference to Exhibit      4.38 to Amendment No. 1 to Registration Statement on Form S-1 filed with      the Securities and Exchange Commission, File No. 333-146803, on November      30, 2008).                            |
|   |   |                                                                                                                                                                                                                                                                                                    |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *4.53  |   | First      Amendment to Amended and Restated Credit Agreement, by and among Bairnco,      Arlon, Inc., Arlon Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation,      and Southern Saw Acquisition Corporation, as borrowers, and Steel Partners      II, L.P. as lender, dated as of March 12, 2009. |
|   |   |                                                                                                                                                                                                                                                                                                    |
| 4.54   |   | Security      Agreement, dated as of February 14, 2008, by and among H&H and certain      of it subsidiaries and Ableco Finance LLC, as Agent (incorporated by      reference to Exhibit 4.49 to the Company’s Form 10-K filed March 31,      2008).                                          |

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Table of Contents

|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.1   |   | Settlement      and Release Agreement by and among Wheeling-Pittsburgh Steel Corporation      (“WPSC”) and Wheeling-Pittsburgh Corporation (“WPC”), the Company and      certain affiliates of WPSC, WPC and the Company (incorporated by reference      to Exhibit 99.1 to the Company’s Form 8-K filed May 30,    2001).                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.2   |   | Employment      Agreement by and between H&H and Daniel P. Murphy, Jr., effective      February 11, 2004 (incorporated by reference to Exhibit 10.1 to the      Company’s Form 10-Q filed November 15, 2004).                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.3   |   | Amendment      to Employment Agreement by and among WHX, Handy & Harman and Daniel P.      Murphy, dated as of February 20, 2008 (incorporated by reference to      Exhibit 10.4 to the Company’s Form 10-K filed March 31,    2008).                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.4   |   | Acknowledgement      and Release dated November 10, 2005, by and between H&H and Daniel P.      Murphy, Jr. (incorporated by reference to Exhibit 10.1 to the Company’s      Form 8-K filed April 6, 2006).                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.5   |   | Supplemental      Executive Retirement Plan (as Amended and Restated as of January 1, 1998)      (incorporated by reference to Exhibit 10.9 to the Company’s Form 10-K      filed December 27, 2006).                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.6   |   | Agreement      by and among the Pension Benefit Guaranty Corporation, WHX Corporation,      Wheeling-Pittsburgh Corporation, Wheeling-Pittsburgh Steel Corporation and      the United Steel Workers of America, AFL-CIO-CLC, dated as of July 31,      2003 (incorporated by reference to Exhibit 10.10 to the Company’s Form      10-K filed December 27, 2006). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| *10.7  |   | 2008      Bonus Plan of the Company.                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| *10.8  |   | Amendment      to 2008 Bonus Plan of the Company.                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.9   |   | 2007      Incentive Stock Plan (incorporated by reference to Exhibit B to the      Company’s Schedule 14A filed May 25, 2007).                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.10  |   | Settlement      Agreement by and among WHX Corporation, Handy & Harman, and Pension      Benefit Guaranty Corporation dated December 28, 2006 (incorporated by      reference to Exhibit 10.12 to the Company’s Form 8-K filed January 4,      2007).                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.11  |   | Asset      Purchase Agreement by and among Illinois Tool Works Inc., ITW Canada, OMG      Roofing, Inc., and OMG, Inc., dated December 28, 2006 (incorporated by      reference to Exhibit 10.12 of the Company’s Form 10-K filed March 9,      2007).                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.12  |   | Employment      Agreement by and among WHX Corporation, Handy & Harman, and James      McCabe dated as of February 1, 2007 (incorporated by reference to exhibit      10.14 to the Company’s Form 10-K filed May 21,  2007).                                                                                                                                   |
|   |   |                                                                                                                                                                                                                        |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *10.13 |   | Amendment      to Employment Agreement by and among WHX Corporation, Handy & Harman,      and James F. McCabe Jr., effective January 1, 2009.                                                                           |
|   |   |                                                                                                                                                                                                                        |
| *10.14 |   | Second      Amendment to Employment Agreement by and among WHX Corporation, Handy      & Harman, and James F. McCabe Jr., effective January 4,      2009.                                                               |
|   |   |                                                                                                                                                                                                                        |
| 10.15  |   | Employment      Agreement by and between Handy & Harman and Jeffrey A. Svoboda,      effective January 28, 2008 (incorporated by reference to Exhibit 10.17 to      the Company’s Form 10-K filed March 31,2008). |

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Table of Contents

|   |   |                                                                                                                                                                                                               |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *10.16 |   | Amendment      to Employment Agreement by and between Handy & Harman and Jeffrey A.      Svoboda, effective January 1, 2009.                                                                                   |
|   |   |                                                                                                                                                                                                               |
| *10.17 |   | Second      Amendment to Employment Agreement by and between Handy & Harman and      Jeffrey A. Svoboda, effective January 4, 2009.                                                                            |
|   |   |                                                                                                                                                                                                               |
| 10.18  |   | Employment      Agreement by and among WHX Corporation and Peter T. Gelfman, dated as of      April 7, 2008 (incorporated by reference to Exhibit 10.18 to the Company’s      Form 10-Q filed May 15, 2008). |
|   |   |                                                                                                                                                                                                               |
| *10.19 |   | Amendment      to Employment Agreement by and among WHX Corporation and Peter T. Gelfman,      effective January 1, 2009.                                                                                          |
|   |   |                                                                                                                                                                                                               |
| *10.20 |   | Second      Amendment to Employment Agreement by and among WHX Corporation and Peter      T. Gelfman, effective January 4, 2009.                                                                                   |
|   |   |                                                                                                                                                                                                               |
| *10.21 |   | Incentive      Agreement, dated July 6, 2007, by and between WHX Corporation and Glen      Kassan.                                                                                                                 |
|   |   |                                                                                                                                                                                                               |
| *10.22 |   | Amendment      to Incentive Agreement, dated as of January 1, 2009, by and between WHX      Corporation and Glen Kassan.                                                                                           |
|   |   |                                                                                                                                                                                                               |
| *10.23 |   | Incentive      Agreement, dated July 6, 2007, by and between WHX Corporation and Warren      G. Lichtenstein.                                                                                                      |
|   |   |                                                                                                                                                                                                               |
| *10.24 |   | Amendment      to Incentive Agreement, dated as of January 1, 2009, by and between WHX      Corporation and Warren G. Lichtenstein.                                                                                |
|   |   |                                                                                                                                                                                                               |
| 16     |   | Letter      from PricewaterhouseCoopers LLP, dated as of January 17, 2007      (incorporated by reference to Exhibit 16 to the Company’s Form 8-K filed      January 23, 2007).                              |
|   |   |                                                                                                                                                                                                               |
| *21.1  |   | Subsidiaries      of Registrant.                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                               |
| *23.1  |   | Consent      of Independent Registered Accounting Firm-Grant Thornton    LLP.                                                                                                                                      |
|   |   |                                                                                                                                                                                                               |
| *24    |   | Power      of Attorney (contained as part of the signature page to the Original Form      10-K).                                                                                                                   |
|   |   |                                                                                                                                                                                                               |
| **31.1 |   | Certification      by Principal Executive Officer pursuant to Section 302 of the      Sarbanes-Oxley Act of 2002.                                                                                                  |
|   |   |                                                                                                                                                                                                               |
| **31.2 |   | Certification      by Principal Financial Officer pursuant to Section 302 of the      Sarbanes-Oxley Act of 2002.                                                                                                  |
|   |   |                                                                                                                                                                                                               |
| **32   |   | Certification      by Principal Executive Officer and Principal Financial Officer pursuant to      Section 906 of the Sarbanes-Oxley Act of2002.                                                                   |

|   | *   -      Previously filed with the Original Form 10-K filed March 31,      2009. |
|--------|---------------------------------------------------------------------------------------------------|

|   | **      - Filed herewith. |
|--------|---------------------------|