SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                   FORM 10-K/A

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

/X/      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934 [Fee Required]

For the fiscal year ended December 31, 1997.
                                       OR
/ /      TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934

For the transition period from __________ to __________

Commission file number 1-2394

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

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

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

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  212-355-5200

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                        Name of each exchange on
                  Title of each class                       which registered
                  -------------------                       ----------------

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:  None

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

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

Aggregate market value of Common Stock held by  non-affiliates of the Registrant
as of March 2, 1998 was $273.4 million,  which value, solely for the purposes of
this  calculation  excludes shares held by Registrant's  officers and directors.
Such exclusion  should not be deemed a determination by Registrant that all such
individuals are, in fact, affiliates of the Registrant.  The number of shares of
Common  Stock  issued  and  outstanding  as of  March 2,  1998  was  18,669,175,
including 340,649 shares of redeemable Common Stock.

<PAGE>
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

         The  following  sets  forth  certain  information  with  respect to the
Directors of the Company:

<TABLE>
<CAPTION>

                                                           PRINCIPAL OCCUPATION                            FIRST YEAR
                                     CLASS OF             FOR THE PAST FIVE YEARS                            BECAME
NAME                                 DIRECTOR        AND CURRENT PUBLIC DIRECTORSHIPS        AGE         A DIRECTOR(1)
----                                 --------        --------------------------------        ---         -------------

<S>                                    <C>          <C>                                      <C>              <C>
Neil D. Arnold                         III          DIRECTOR. Group Finance Director         49               1992
                                                    since December 1996 and
                                                    Executive  Vice   President,
                                                    Corporate  Development  from
                                                    September    1996    through
                                                    December   1996   of   Lucas
                                                    Varity   plc,   Senior  Vice
                                                    President      and     Chief
                                                    Financial  Officer from July
                                                    1990 through  September 1996
                                                    of Varity Corporation. Lucas
                                                    Varity     plc      designs,
                                                    manufactures   and  supplies
                                                    advanced technology systems,
                                                    products and services in the
                                                    world's  automotive,  diesel
                                                    engine     and     aerospace
                                                    industries.

Paul W. Bucha                           II          DIRECTOR.  Chairman of the Board         54               1993
                                                    of Wheeling-Pittsburgh Steel
                                                    Corporation ("WPSC") since April
                                                    1998. President, Paul W. Bucha &
                                                    Company, Inc., an international
                                                    marketing consulting firm, since
                                                    1979; President, BLHJ, Inc., an
                                                    international consulting firm, from
                                                    July 1991 to present; President,
                                                    Congressional Medal of Honor
                                                    Society of U.S., since September
                                                    1995.

Robert A. Davidow                      III          DIRECTOR AND VICE CHAIRMAN OF            56               1992
                                                    THE BOARD.  Private investor since
                                                    January 1990. Mr. Davidow is also
                                                    a director of Arden Group, Inc.
</TABLE>

                                       -2-

<PAGE>
<TABLE>
<CAPTION>

                                                           PRINCIPAL OCCUPATION                            FIRST YEAR
                                     CLASS OF             FOR THE PAST FIVE YEARS                            BECAME
NAME                                 DIRECTOR        AND CURRENT PUBLIC DIRECTORSHIPS        AGE         A DIRECTOR(1)
----                                 --------        --------------------------------        ---         -------------

<S>                                    <C>          <C>                                      <C>              <C>

William Goldsmith                       I           DIRECTOR.  Management and                79               1987
                                                    Marketing Consultant since 1984;
                                                    Chairman of the Board of TMP,
                                                    Inc. from January 1991 to 1993;
                                                    Chairman of Overspin Golf since
                                                    1993; Chief Executive Officer of
                                                    Overspin Golf from January 1994
                                                    through October 1994; Chairman
                                                    of the Board and Chief Executive
                                                    Officer of Fiber Fuel International,
                                                    Inc., from 1994 to 1997; Life
                                                    Trustee to Carnegie Mellon
                                                    University since 1980.

Ronald LaBow                           III          CHAIRMAN OF THE BOARD.                   63               1991
                                                    President, Stonehill Investment
                                                    Corp. since February 1990. Mr.
                                                    LaBow is also a director  of
                                                    Regency  Equities  Corp.,  a
                                                    real estate company.

Marvin L. Olshan                        II          DIRECTOR AND, SINCE 1991,                70               1991
                                                    SECRETARY OF THE COMPANY.
                                                    Partner, Olshan Grundman Frome
                                                    & Rosenzweig LLP, since 1956.

Raymond S. Troubh                       II          DIRECTOR.  Financial Consultant for      71               1992
                                                    in excess of past five years. Mr.
                                                    Troubh is also a director of
                                                    ARIAD Pharmaceuticals, Inc.,
                                                    Becton, Dickinson and Company, a
                                                    medical instrumentation and
                                                    equipment company, Diamond
                                                    Offshore Drilling, Inc., Foundation
                                                    Health Systems, Inc., General
                                                    American  Investors Company,
                                                    Olsten    Corporation,     a
                                                    temporary    help   company,
                                                    Petrie Stores Corporation, a
                                                    retail    chain,    Starwood
                                                    Hotels   &   Resorts,   Time
                                                    Warner   Inc.   and   Triarc
                                                    Companies, Inc., restaurants
                                                    and soft drinks.
</TABLE>

                                       -3-

<PAGE>
<TABLE>
<CAPTION>

                                                           PRINCIPAL OCCUPATION                            FIRST YEAR
                                     CLASS OF             FOR THE PAST FIVE YEARS                            BECAME
NAME                                 DIRECTOR        AND CURRENT PUBLIC DIRECTORSHIPS        AGE         A DIRECTOR(1)
----                                 --------        --------------------------------        ---         -------------

<S>                                    <C>          <C>                                      <C>              <C>
John R. Scheessele                      I           DIRECTOR AND FORMER PRESIDENT OF         50               1997
                                                    THE COMPANY. Chairman of the
                                                    Board,  President  and Chief
                                                    Executive  Officer  of  WPSC
                                                    from  March  1997  to  April
                                                    1998;  President  and  Chief
                                                    Executive Officer of The SKD
                                                    Company from  February  1996
                                                    to February 1997;  President
                                                    and Chief Executive  Officer
                                                    of WCI Steel,  Inc.  ("WCI")
                                                    from    November   1994   to
                                                    September  1995;   Executive
                                                    Vice   President  and  Chief
                                                    Financial   Officer  of  WCI
                                                    from    November   1993   to
                                                    November     1994;     Chief
                                                    Financial   Officer  of  WCI
                                                    from    October    1988   to
                                                    November 1993.
</TABLE>

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

MEETINGS AND COMMITTEES

         The  Board  of  Directors  met on five  occasions  and took  action  by
unanimous  written  consent  on four  occasions  during  the  fiscal  year ended
December 31, 1997.  There are five  Committees  of the Board of  Directors:  the
Executive  Committee,  the Audit  Committee,  the  Compensation  Committee,  the
Nominating  Committee and the Stock Option  Committee  (for the 1991 Plan).  The
members of the Executive Committee are Ronald LaBow,  Robert A. Davidow,  Marvin
L. Olshan,  Raymond S. Troubh and Neil D. Arnold. The Executive Committee met on
one  occasion and took action by unanimous  written  consent on seven  occasions
during  the  fiscal  year ended  December  31,  1997.  The  Executive  Committee
possesses and exercises all the power and authority of the Board of Directors in
the  management  and direction of the business and affairs of the Company except
as limited by law and except for the power to change the  membership  or to fill
vacancies on the Board of Directors or the Executive  Committee.  The members of
the Audit Committee are Robert A. Davidow, Raymond S. Troubh and Neil D. Arnold.
The Audit  Committee met on two occasions and took action by written  consent on
one occasion during the fiscal year ended December 31, 1997. The Audit Committee
annually recommends to the Board of Directors  independent public accountants to
serve as auditors of the  Company's  books,  records and  accounts,  reviews the
scope of the audits performed by such auditors and the audit reports prepared by
them,  reviews and monitors the Company's  internal  accounting  procedures  and
monitors  compliance  with the  Company's  Code of Ethics Policy and Conflict of
Interest  Policy.  The  members  of the  Compensation  Committee  are  Robert A.
Davidow,  William Goldsmith and Marvin L. Olshan. The Compensation Committee met
on two occasions and took action by unanimous written consent on three occasions
during the fiscal year ended  December  31,  1997.  The  Compensation  Committee
reviews  compensation  arrangements  and personnel  matters.  The members of the
Nominating Committee are

                                       -4-

<PAGE>
Ronald  LaBow,  Marvin L.  Olshan,  Paul W.  Bucha and  Robert A.  Davidow.  The
Nominating  Committee took action by written  consent on one occasion during the
fiscal  year ended  December  31,  1997.  The  Nominating  Committee  recommends
nominees  to the Board of  Directors  of the  Company.  The members of the Stock
Option  Committee are Raymond S. Troubh and Robert A. Davidow.  The Stock Option
Committee  administers  the granting of stock options  under the 1991 Plan.  The
Stock Option Committee took action by unanimous  written consent on one occasion
during the fiscal year ended December 31, 1997.

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

         Pursuant to a management  agreement effective as of January 3, 1991, as
amended   (the   "Management   Agreement"),   approved  by  a  majority  of  the
disinterested  directors  of the  Company,  WPN Corp.  ("WPN"),  of which Ronald
LaBow,  the Chairman of the Board of the Company is the sole  stockholder and an
officer and director,  provides financial,  management,  advisory and consulting
services  to  the  Company,  subject  to  the  supervision  and  control  of the
disinterested  directors.  In 1997,  WPN received a monthly fee of  $458,333.33,
with total  payments in 1997 of  $5,500,000.  In 1997,  the Company  granted WPN
options  to  acquire  1,000,000  shares  of  Common  Stock  and a cash  bonus of
$300,000.  Such options are held by WPN as nominee for Ronald LaBow,  Stewart E.
Tabin and Neale X.  Trangucci,  each of whom is an officer  of WPN,  and has the
right to acquire 600,000,  200,000 and 200,000 shares,  respectively,  of Common
Stock.  The Company  believes that the cost of obtaining the type and quality of
services  rendered by WPN under the  Management  Agreement is no less  favorable
than that at which the Company  could  obtain such  services  from  unaffiliated
entities.  The terms of such  Management  Agreement are reviewed  annually.  See
"Executive Officers -- Management Agreement with WPN."


                                       -5-

<PAGE>
EXECUTIVE OFFICERS

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

<TABLE>
<CAPTION>

                                                        PRINCIPAL OCCUPATION FOR THE PAST
NAME                                               FIVE YEARS AND CURRENT PUBLIC DIRECTORSHIPS                    AGE
----                                               -------------------------------------------                    ---

<S>                                 <C>                                                                            <C>
James G. Bradley                    EXECUTIVE VICE PRESIDENT.  Executive Vice President of the                     46
                                    Company and President and Chief Executive Officer of
                                    WPSC since April 1998.  President and Chief Operating
                                    Officer of Koppel Steel Company from November 1997 to
                                    March 1998.  Vice President of the Company from October
                                    1995 to October 1997; Executive Vice President-Operations
                                    of WPSC from October 1995 to October 1997; Vice
                                    President-Operations of International Mill Service from 1992
                                    to October 1995; Vice President-Operations/Plant Manager of
                                    USS/Kobe Steel Company from 1990 to 1992.

Robert D. LeBlanc                   EXECUTIVE VICE PRESIDENT.  Executive Vice President of the                     47
                                    Company since April 1998.  President and Chief Executive
                                    Officer of Handy & Harman since April 1998. (Handy &
                                    Harman was acquired by the Company in April 1998).
                                    President and Chief Operating Officer of Handy & Harman
                                    from July 1997 to April 1998.  Executive Vice President of
                                    Handy & Harman from November 1996 to July 1997.
                                    Executive Vice President of Elf Atochem North America, Inc.
                                    ("Elf Atochem") from January 1994 to November 1996.
                                    Group President of Elf Atochem from February 1990 to
                                    January 1994.

Arnold Nance                        VICE PRESIDENT -- FINANCE.  Vice President -- Finance since                    41
                                    April 1998.  Special Assistant to the Chairman of the Board
                                    of Directors since November 1995.  Vice President of
                                    Wheeling-Pittsburgh Radio Corporation from July 1993 to
                                    November 1995.  Vice President and Chief Financial Officer
                                    of SH Holdings, Inc. from May 1991 through July 1993.

Howard Mileaf                       VICE PRESIDENT -- GENERAL COUNSEL.  Vice President --                          60
                                    General Counsel to the Company since April 1998; Vice
                                    President -- Special Counsel to the Company from April 1993
                                    to April 1998.  Special Counsel to the Company, from
                                    February 1992 to April 1993; Consultant, from August 1991
                                    to April 1993; Vice President and General Counsel, Keene
                                    Corporation, from August 1981 to August 1991;
                                    Trustee/Director of Neuberger & Berman Equity Mutual
                                    Funds, since 1984.
</TABLE>

                                       -6-

<PAGE>
ITEM 11.  EXECUTIVE COMPENSATION

         SUMMARY  COMPENSATION  TABLE.  The following table sets forth,  for the
fiscal years indicated,  all  compensation  awarded to, earned by or paid to (i)
the chief  executive  officer  ("CEO") of the  Company for the fiscal year ended
December 31, 1997 (Mr. James L. Wareham,  who resigned from  employment with the
Company  effective  February 28, 1997 and Mr. John R. Scheessele,  who succeeded
Mr. Wareham as the Company's President and whose employment  terminated on April
21,  1998),  (ii) the four most  highly  compensated  executive  officers of the
Company other than the CEO whose salary and bonus exceeded $100,000 with respect
to the fiscal year ended  December 31, 1997 and who were employed by the Company
at the end of fiscal  1997 and  (iii) two  additional  individuals  whose  total
annual salary and bonus  exceeded  $100,000  during fiscal 1997 but who were not
employed by the Company at the end of fiscal 1997 (together with the CEO and the
executive officers identified in (ii) above, the "Named Executive Officers").

                           Summary Compensation Table

<TABLE>
<CAPTION>

 NAME AND PRINCIPAL POSITION                        ANNUAL COMPENSATION                                LONG TERM COMPENSATION
 ---------------------------                        -------------------                                ----------------------

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

<S>                              <C>        <C>             <C>            <C>             <C>                          <C>
John R. Scheessele,              1997       358,974              --        133,250(4)      240,000                      49,333(5)
President (6)                    1996            --              --             --              --                          --
                                 1995            --              --             --              --                          --

James L. Wareham,                1997        66,667              --          9,001(7)           --                       4,260
President (8)                    1996       400,000              --             --              --                      47,140(9)
                                 1995       400,000          90,000             --              --                      46,825(9)

Howard A. Mileaf                 1997       120,000         140,000             --              --                       6,998
Vice President                   1996       120,000          40,000             --              --                       6,264
                                 1995       120,000          20,000             --              --                       5,940

Garen Smith,                     1997       223,210          25,000             --          20,000                       3,000
Vice President                   1996       200,230          63,826             --          10,000                       3,000
                                 1995       150,000(10)      30,000             --              --                       3,000

James G. Bradley,                1997       133,333          53,333(11)         --          65,000                       5,260
Vice President(12)               1996       160,000              --             --          10,000                       2,922
                                 1995        40,000              --             --              --                          --

Frederick G. Chbosky             1997       140,000              --         17,051(13)          --                       9,938
Chief Financial Officer(14)      1996       140,000              --             --              --                      10,272
                                 1995       140,000          22,384             --              --                      10,020
</TABLE>


                                       -7-

<PAGE>

----------------------------
(1)       Includes bonuses paid in 1996 for services  rendered in the prior year
          pursuant to the WPSC Management  Incentive  Program ("WPSC  Management
          Incentive  Program") covering officers and salaried employees of WPSC.
          Messrs.  Wareham and Smith are not eligible to participate in the WPSC
          Management  Incentive  Program.  Mr.  Wareham's  employment  agreement
          provided for an annual bonus to be awarded in the sole  discretion  of
          the  Company.  Mr.  Wareham was  granted a bonus in 1996 for  services
          rendered in the prior year. Mr. Smith's employment  agreement provides
          for an annual  bonus based upon the  achievements  of certain  targets
          specified by the Board of Directors of Unimast.  Mr. Smith was granted
          a bonus in 1996,  1997 and 1998 for  services  rendered  in the  prior
          years. All bonus amounts have been attributed to the year in which the
          services were performed.

(2)       Excludes  perquisites and other personal benefits unless the aggregate
          amount of such  compensation  exceeds the lesser of either  $50,000 or
          10% of the total of annual  salary and bonus  reported  for such named
          executive officer.

(3)       Amounts shown, unless otherwise noted, reflect employer  contributions
          to WPSC Salaried  Employees  Pension  Plan,  except in the case of Mr.
          Smith which amount reflects other employer pension contributions.

(4)       Includes  relocation  allowance  of  $87,865  and  membership  dues of
          $37,930.

(5)       Includes insurance premiums paid by the Company in 1997 of $45,000.

(6)       Employment with the Company commenced  February 7, 1997 and terminated
          on April 21, 1998.

(7)       Includes  membership  dues of $3,848 and  financial  planning  fees of
          $4,081.

(8)       Resigned from employment with the Company effective February 28, 1997.

(9)       Includes  insurance  premiums  paid by the Company in 1996 and 1995 of
          $40,000 annually.

(10)      Employment with the Company commenced March 31, 1995.

(11)      Represents  retention  bonus paid upon conclusion of the strike by the
          United Steel Workers of America.

(12)      Resigned from employment with the Company  effective October 31, 1997.
          Effective  April 23, 1998, Mr. Bradley  replaced John R. Scheessele as
          President and Chief Executive Officer of WPSC.

(13)      Includes  $6,223 for personal use of leased  automobile  and $7,265 of
          membership dues.

(14)      Resigned as an officer of the Company effective November 1, 1997.


                                       -8-

<PAGE>
         OPTION GRANTS TABLE. The following table sets forth certain information
regarding  stock  option  grants  made to each of the Named  Executive  Officers
during the fiscal year ended December 31, 1997.

                                         OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>

                                                                                                    Potential Realizable
                                                                                                    Value at Assumed Annual Rates
                                                                                                    of Stock Price Appreciation for
                                       INDIVIDUAL GRANTS                                            Option Term


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

<S>                            <C>                  <C>                <C>             <C>            <C>                <C> 
John R. Scheessele             240,000              22.6%              13.8125         9/25/07        2,084,786          5,283,257

James L. Wareham                     0                 0%                  --              --                 --               --

Howard A. Mileaf                     0                 0%                  --              --                 --               --

Garen Smith                     20,000               1.9%               6.875          4/06/07           86,473            219,140

James G. Bradley                65,000(2)            6.1%             13.8125          9/25/07          564,630          1,430,882

Frederick G. Chbosky                 0                 0%                  --              --                 --               --
</TABLE>

-------------------
(1)       All options  were  granted  under the  Company's  1991  Incentive  and
          Nonqualified  Stock  Option Plan and vest  ratably  over a  three-year
          period. This period commenced February 6, 1996.

(2)       Options terminated on October 31, 1997 upon Mr. Bradley's  resignation
          from employment with the Company.


                                       -9-

<PAGE>
                 Aggregated Option Exercises in Last Fiscal Year
                        AND FISCAL YEAR-END OPTION VALUES

         The  following   table  sets  forth  certain   information   concerning
unexercised  stock options held by the Named  Executive  Officers as of December
31, 1997.

<TABLE>
<CAPTION>

                                        Number of Securities           Value of Unexercised In-
                                       Underlying Unexercised            the-Money Options at
                                       Options at 1997 Fiscal             1997 Fiscal Year-
                                      Year-End(#) Exercisable/          End($)(1) Exercisable/
                                            Unexercisable                   Unexercisable
NAME                                --------------------------      ---------------------------
----

<S>                                       <C>                                 <C>
John R. Scheessele                            0/240,000                          0/0

James L. Wareham                                 0/0                             0/0

Howard A. Mileaf                              25,000/0                        $16,875/0

Garen Smith                               3,333/26,667                        0/$102,500

James G. Bradley                                0/0                              0/0

Frederick G. Chbosky                            0/0                              0/0
</TABLE>

------------------
(1)      On December 31, 1997, the last reported sales price of WHX Common Stock
         as reported on the New York Stock Exchange Composite Tape was $12.00.


         LONG-TERM  INCENTIVE AND PENSION  PLANS.  The Company does not have any
long-term incentive or defined benefit pension plans.

         DEFERRED COMPENSATION AGREEMENTS.  Certain key employees of the Company
are parties to deferred compensation agreements and/or severance agreements. The
deferred compensation  agreements generally provide that if the employee remains
continuously  in the employ of the Company  until the fifth  anniversary  of the
approval of the Company's  Plan of  Reorganization  (the "Plan") (which Plan was
approved on January 3, 1991),  or if the  employee's  employment  is  terminated
within such period by reason of permanent  disability,  retirement  at age 65 or
involuntary termination without good cause, the employee is entitled to receive,
over a fifteen-year  period  commencing at the later of age 65 or termination of
employment,  an  amount  equal to  twice  his base  salary  for the most  recent
twelve-month  period of his  employment  prior to January  3,  1996.  The annual
benefits  payable to Mr.  Chbosky upon  retirement  are $18,667.  Certain  other
deferred  compensation  payments  are payable by WPSC in certain  circumstances,
such as a demotion in job status  without good cause,  death or as a result of a
change  of  control  of the  Company.  Mr.  Chbosky  is a  party  to a  deferred
compensation  agreement such as is described above.  Except as described in this
paragraph,  and in the next paragraph with respect to the employment  agreements
of Messrs.  Scheessele and Wareham,  no plan or arrangement exists which results
in  compensation  to a Named  Executive  Officer in excess of $100,000 upon such
officer's future termination of employment or upon a change-of-control.

         Mr.  John  R.  Scheessele  commenced  employment  as  President  of the
Company,  President  of WPC and  President,  Chairman  of the  Board  and  Chief
Executive Officer of WPSC pursuant to a three-year employment  agreement,  dated
as of February 7, 1997, which is automatically extended for successive

                                      -10-

<PAGE>
three-year periods unless earlier terminated  pursuant to the provisions of such
agreement.  The  agreement  provided for an annual  salary to Mr.  Scheessele of
$400,000  and an  annual  bonus  to be  awarded  in the sole  discretion  of the
Company.  In addition,  the employment  agreement provided for Mr. Scheessele to
receive the cash surrender  value of life insurance  contracts  purchased by the
Company upon termination of his employment.  On April 21, 1998, Mr. Scheessele's
employment was terminated by the Company.  Mr. Scheessele was succeeded by James
G. Bradley as President  and Chief  Executive  Officer of WPSC.  The  employment
agreement provides that in the event Mr.  Scheessele's  employment is terminated
without cause, he will be entitled to receive a payment of $1,200,000, and other
specified benefits for a period of one year from the date of termination.

         Mr. Wareham was employed  pursuant to an agreement that provided for an
annual salary to Mr. Wareham of $400,000 and an annual bonus awarded in the sole
discretion of the Company.  In addition,  the employment  agreement provided for
Mr.  Wareham to receive the cash  surrender  value of life  insurance  contracts
purchased by the Company upon  termination of his employment.  In February 1997,
Mr.  Wareham  resigned from his positions  with the Company and was succeeded by
Mr. Scheessele.

         In November 1997, Mr.  Frederick G. Chbosky resigned from his positions
as Chief  Financial  Officer of each of the Company,  WPC and WPSC. In 1998, Mr.
Chbosky will receive from WPSC a severance payment of $128,100.

         Mr.  Garen Smith is a Vice  President of the Company and is employed as
President and Chief Executive  Officer of Unimast under a three-year  employment
agreement dated as of April 8, 1994. The agreement provides for an annual salary
to Mr.  Smith of  $200,000  per year and an  annual  bonus of up to 37.5% of Mr.
Smith's annual base salary upon the achievement of certain  performance  targets
specified  by the Board of  Directors  of  Unimast.  In the  event  Mr.  Smith's
employment is  terminated  without  cause,  he is entitled to receive his annual
salary and health insurance  benefits for an eighteen month period following his
termination.

         COMPENSATION  COMMITTEE  INTERLOCK AND INSIDER  PARTICIPATION.  Messrs.
Davidow,  Goldsmith  and  Olshan  each  served as a member  of the  Compensation
Committee  of the Board of Directors  during the fiscal year ended  December 31,
1997. Mr. Olshan is a member of Olshan  Grundman  Frome & Rosenzweig  LLP, which
has been retained as outside  general counsel to the Company since January 1991.
Fees  received  from the  Company  by such firm  during  the  fiscal  year ended
December 31, 1997 were approximately $814,000.

         MANAGEMENT  AGREEMENT WITH WPN.  Pursuant to the Management  Agreement,
approved  by a majority  of the  disinterested  directors  of the  Company,  WPN
provides financial, management, advisory and consulting services to the Company,
subject to the  supervision  and control of the  disinterested  directors.  Such
services include,  among others,  identification,  evaluation and negotiation of
acquisitions,  responsibility  for  financing  matters,  review  of  annual  and
quarterly budgets, supervision and administration, as appropriate, of all of the
Company's  accounting and financial  functions and review and supervision of the
Company's reporting obligations under Federal and state securities laws. In 1996
and 1997,  WPN received an annual fee of $5.5 million.  Commencing on January 1,
1998,  WPC has agreed to  contribute  $2.5  million  towards the payment of such
annual fee in  consideration  of services to be received.  In 1997,  the Company
granted WPN options to acquire 1,000,000 shares of Common Stock and a cash bonus
of $300,000.  Such options are held by WPN as nominee for Ronald LaBow,  Stewart
E. Tabin and Neale X. Trangucci,  each of whom is an officer of WPN, and has the
right to acquire 600,000,  200,000 and 200,000 shares,  respectively,  of Common
Stock. The Company provides  indemnification  for WPN's employees,  officers and
directors against any liability, obligation or loss resulting from their actions
pursuant to the Management Agreement. The Management Agreement has

                                      -11-

<PAGE>
a two year term and is renewable  automatically for successive two year periods,
unless  terminated by either party upon 60 days'  notice.  Mr. LaBow is the sole
stockholder  and an officer and  director of WPN.  WPN has not derived any other
income and has not received  reimbursement  of any of its  expenses  (other than
health  benefits and standard  directors'  fees) from the Company in  connection
with the performance of services  described above. The Company believes that the
cost of  obtaining  the type and quality of  services  rendered by WPN under the
Management  Agreement  is no less  favorable  than the cost at which the Company
could obtain such services from unaffiliated entities.




                                      -12-

<PAGE>
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth  information  concerning  ownership of the Common
Stock of the Company  outstanding at April 15, 1998, by (i) each person known by
the Company to be the  beneficial  owner of more than five percent of the Common
Stock,  (ii) each  director,  (iii) each of the executive  officers named in the
summary  compensation  table and (iv) by all directors and executive officers of
the Company as a group.  Unless otherwise  indicated,  each stockholder has sole
voting power and sole dispositive power with respect to the indicated shares.

<TABLE>
<CAPTION>

                 NAME AND ADDRESS                                                                      PERCENTAGE
              OF BENEFICIAL OWNER(1)                         SHARES BENEFICIALLY OWNED                OF CLASS(2)
              ----------------------                         -------------------------                -----------

<S>                                                                      <C>                                      <C>
Merrill Lynch & Co., Inc.(3)
World Financial Center, North Tower
250 Vesey Street
New York, New York  10281                                                2,921,816                               15.5%

Founders Financial Group, L.P.
53 Forest Avenue
Old Greenwich, Connecticut  06870 (4)                                    1,518,954                                8.1%

Dewey Square Investors Corporation (5)
One Financial Center
Boston, Massachusetts 02111                                              1,403,978                                7.5%

Donald Smith & Co., Inc. (6)
East 80, Route 4
Paramus, New Jersey 07652                                                1,350,000                                7.2%

Lazard Freres & Co. LLC (7)
30 Rockefeller Plaza
New York, New York 10020                                                 1,472,000                                7.9%

Dimensional Fund Advisors Inc. (8)
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401                                           1,291,725                                6.9%

WPN Corp.
126 Lower Broadford Road
Bellevue, Idaho 83313                                                    1,029,483(9)                             5.3%

Ronald LaBow                                                             1,029,483(9)                             5.3%

Neil D. Arnold                                                              24,000(10)                             *

Paul W. Bucha                                                               24,000(10)                             *

Robert A. Davidow                                                          124,070(11)                             *

William Goldsmith                                                           40,000(10)                             *

John R. Scheessele                                                               0                                 *

Marvin L. Olshan                                                            41,000(11)                             *

Raymond S. Troubh                                                           34,000(12)                             *

James L. Wareham                                                                 0                                 *

Frederick G. Chbosky                                                         6,028                                 *

James G. Bradley                                                                 0                                 *
</TABLE>


                                      -13-

<PAGE>
<TABLE>
<CAPTION>

                 NAME AND ADDRESS                                                                      PERCENTAGE
              OF BENEFICIAL OWNER(1)                         SHARES BENEFICIALLY OWNED                OF CLASS(2)
              ----------------------                         -------------------------                -----------

<S>                                                                  <C>                                  <C>
Garen Smith                                                              3,633                              *

All Directors and Executive Officers as a Group (14
     persons)                                                        1,366,636(13)                        6.9%
</TABLE>

-------------------------
*        less than one percent.
(1)      Each  director  and  executive  officer has sole voting  power and sole
         dispositive power with respect to all shares  beneficially owned by him
         unless otherwise indicated.
(2)      Based upon  shares of Common  Stock  outstanding  at April 28,  1998 of
         18,669,175  shares.
(3)      Based on a Schedule 13G filed in February  1997,  Merrill  Lynch & Co.,
         Inc.  ("ML&Co."),  Fund Asset Management,  L.P. ("FAM"),  Merrill Lynch
         Asset Management,  L.P.  ("MLAM"),  Merrill Lynch Variable Series Fund,
         Inc.  ("MLVSF"),  Merrill  Lynch  Phoenix Fund,  Inc.  ("Phoenix")  and
         Princeton  Services,   Inc.  ("PSI")  collectively   beneficially  hold
         2,921,816  shares of Common Stock.  This amount  includes  Common Stock
         issuable upon conversion of Preferred  Stock.  The address of PSI, FAM,
         MLAM,  MLVSF and Phoenix is 800  Scudders  Mill Road,  Plainsboro,  New
         Jersey 08536. PSI disclaims beneficial ownership of such securities.
(4)      Based on a Schedule  13G filed in  February  1998,  Founders  Financial
         Group, L.P, Forest Investment Management LLC, Michael A. Boyd, Inc. and
         Michael A. Boyd  collectively  beneficially  hold  1,518,954  shares of
         Common Stock.
(5)      Based on a Schedule 13G filed in February 1998,  Dewey Square Investors
         Corp.  beneficially holds 1,403,978 shares of Common Stock. This amount
         includes Common Stock issuable upon conversion of Preferred Stock.
(6)      Based on Schedule 13G filed in February 1996,  Donald Smith & Co., Inc.
         beneficially holds 1,350,000 shares of Common Stock.
(7)      Based on a Schedule 13G filed in February 1998, Lazard Freres & Co. LLC
         beneficially holds 1,472,000 shares of Common Stock.
(8)      Based on a  Schedule  13G  filed in  February  1998,  Dimensional  Fund
         Advisors Inc. beneficially holds 1,291,725 shares of Common Stock.
(9)      Based on a Schedule  13D filed  jointly in December  1997 by WPN Corp.,
         Ronald LaBow, Stewart E. Tabin and Neale X. Trangucci. Includes 917,833
         shares of Common Stock issuable upon exercise of options within 60 days
         hereof. Ronald LaBow, Chairman of the Board of the Company, is the sole
         stockholder  of WPN.  Consequently,  Mr.  LaBow may be deemed to be the
         beneficial  owner of all shares of Common Stock owned by WPN. Mr. LaBow
         disclaims  beneficial  ownership  of the  options to  purchase  133,333
         shares of Common  Stock held by WPN as nominee  for  Messrs.  Tabin and
         Trangucci,  respectively.  Messrs. Tabin and Trangucci are officers and
         directors  of WPN and  disclaim  beneficial  ownership of all shares of
         Common  Stock  owned by WPN,  except for  options to  purchase  133,333
         shares of Common  Stock held by WPN as nominee  for  Messrs.  Tabin and
         Trangucci.   Each  of  Messrs.   Tabin  and  Trangucci  holds  options,
         exercisable within 60 days hereof, to purchase 301,666 shares of Common
         Stock.
(10)     Consists of shares of Common Stock  issuable  upon  exercise of options
         within 60 days hereof.
(11)     Includes  40,000  shares of Common  Stock  issuable  upon  exercise  of
         options within 60 days hereof.
(12)     Includes  32,000  shares of Common  Stock  issuable  upon  exercise  of
         options within 60 days hereof.


                                      -14-

<PAGE>

(13)     Includes  1,161,886  shares of Common Stock  issuable  upon exercise of
         options within 60 days hereof.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         John R. Scheessele,  a former officer of the Company, WPC and WPSC, and
Akimune Takewaka, a former director of WPSC and Wheeling-Nisshin,  is a director
of   Wheeling-Nisshin.   Mr.   Takewaka  was  also  Chairman  of  the  Board  of
Wheeling-Nisshin.  Paul W. Bucha,  the  Chairman of the Board of WPSC,  has been
designated  as WPSC's  nominee to the Board of  Wheeling-Nisshin  to replace Mr.
Scheessele.  Mr. Takewaka has been replaced by Masahiko Matsueda,  a director of
Wheeling-Nisshin, as a director of WPSC. James D. Hesse, a former Vice President
of the  Company,  is  President,  Chief  Executive  Officer  and a  director  of
Wheeling-Nisshin.  The  Company  currently  holds a  35.7%  equity  interest  in
Wheeling-Nisshin.

         In April  1998,  Paul W.  Bucha,  a  director  of the  Company,  became
Chairman of the Board of WPSC. In connection  therewith,  Mr. Bucha has received
options to purchase  50,000  shares of Common Stock and will be paid a salary of
$300,000 per annum in connection with such position.

         Marvin L. Olshan, a director and Secretary of the Company,  is a member
of Olshan  Grundman  Frome &  Rosenzweig  LLP,  which firm has been  retained as
outside  general  counsel to the Company since January 1991.  Fees received from
the  Company by such firm during the fiscal  year ended  December  31, 1997 were
approximately $814,000.


MANAGEMENT AGREEMENT

         Pursuant to a management agreement, as amended, between WHX and WPN, of
which  Ronald  LaBow,  the  Chairman  of the  Board  of  the  WHX,  is the  sole
stockholder and an officer and a director,  WPN provides financial,  management,
advisory and consulting  services to the Company. In 1996 and 1997, WPN received
an annual fee of $5.5  million.  In 1997,  the  Company  granted  WPN options to
acquire  1,000,000  shares of Common  Stock and a cash bonus of  $300,000.  Such
options are held by WPN as nominee for Ronald LaBow,  Stewart E. Tabin and Neale
X.  Trangucci,  each of whom is an officer of WPN,  and has the right to acquire
600,000, 200,000 and 200,000 shares, respectively,  of Common Stock. The Company
believes that the cost of obtaining the type and quality of services rendered by
WPN under the  Management  Agreement is no less favorable than the cost at which
the Company could obtain such services from unaffiliated entities.


                                      -15-

<PAGE>
                                    SIGNATURE

         Pursuant to the  requirements of Section 13 or 15 (d) of the Securities
Exchange  Act of  1934,  the  Registrant  has duly  caused  this  report  by the
undersigned,  thereunto  duly  authorized in the City of New York,  State of New
York on April 30, 1998.

                                             WHX CORPORATION



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



                                      -16-