<PAGE>   1

 Registrant requests automatic effectiveness upon filing as per Rule 462 of the
                             Securities Act of 1933


      As filed with the Securities and Exchange Commission on June 23, 1999
                           Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------

                                    Form S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                                 ---------------

                                 WRP Corporation
               (Exact name of issuer as specified in its charter)

         Maryland                                               73-1326131
------------------------                                      ---------------
(State of Incorporation)                                     (I.R.S. Employer
                                                            Identification No.)

500 Park Blvd., Suite 1260, Itasca, Illinois                         60143-2639
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                             (Zip Code)

      WRP Corporation Amended and Restated Omnibus Equity Compensation Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                              Mr. Edward J. Marteka
                                 WRP Corporation
                         500 Park Boulevard, Suite 1260
                             Itasca, Illinois 60143

                                 With a copy to:

                           Mitchell D. Goldsmith, Esq.
                             Dennis B. O'Boyle, Esq.
                             Shefsky & Froelich Ltd.
                                 444 N. Michigan
                             Chicago, Illinois 60611
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (630) 285-9191
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


<PAGE>   2

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------
  Title of Securities          Amount to be           Proposed Maximum         Proposed Maximum             Amount of
   to be Registered             Registered             Offering Price         Aggregate Offering         Registration Fee
                                                          Per Share                  Price

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

   Common Stock, par             1,400,000                $5.375(2)              $7,525,000(2)              $1,494.25(3)
      value $.01
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Subject to increase (or decrease) in accordance with Rule 416 of Regulation
     C to reflect a merger, consolidation, reorganization, recapitalization,
     stock dividend, stock split or other change in the corporate structure of
     the Registrant which results in a change in the number of shares issuable
     pursuant to outstanding awards under the Plan.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) of Regulation C, on the basis of the
     average of the high and low prices of the shares of common stock of the
     Registrant on the Nasdaq SmallCap Market on June 15, 1999.

(3)  Pursuant to Rule 429 under the Securities Act of 1933, as amended, this
     Registration Statement also relates to 400,000 shares of Common Stock
     previously registered under Registrant's Registration Statement on Form S-8
     (SEC File No. 333-28003, filed May 29, 1997). The registration fee has been
     reduced by $413.19 to reflect the registration fee allocable to such
     previously registered shares.









                                        2


<PAGE>   3


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

     The documents listed below are hereby incorporated by reference into this
Registration Statement:

     1.   The Company's Annual Report on Form 10-K, for fiscal year ended
          December 31, 1998.

     2.   The Company's Quarterly Report on Form 10-Q, for the quarter ended
          March 31, 1999.

     3.   The Company's Form 8-A dated February 2, 1989.

     4.   All documents subsequently filed by the Company pursuant to Sections
          13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934 prior to the
          termination of the offering made hereby, shall be deemed to be
          incorporated by reference in this Prospectus.

     All documents filed subsequently to the foregoing by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities registered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

                                  (See Item 3)

Item 5.   Interests of Named Experts and Counsel.

                                 Not Applicable

Item 6.   Indemnification of Directors and Officers.

     The Maryland General Corporation Law ("MGCL") permits a corporation formed
in Maryland to include in its articles a provision eliminating or limiting the
liability of its directors and officers to the corporation or its stockholders
for money damages except for: (i) actual receipt of an improper benefit or
profit in money, property or services; or (ii) active and deliberate dishonesty
established by a judgment or other final adjudication as being material to the
cause of action


                                        3

<PAGE>   4


adjudicated in such proceeding. The Company's Articles of Incorporation (the
"Articles") include such a provision limiting liability to the fullest extent
permitted by the MGCL.

     The Company's Articles authorize it to indemnify present and former
officers and directors and to pay or reimburse expenses in advance of the final
disposition of the proceeding to the maximum extent permitted from time to time
by Maryland law. The Company's Bylaws obligate the Company to indemnify and
advance expenses to present and former officers and directors to the maximum
extent permitted by Maryland law. The MGCL permits the Company to indemnify its
present and former officers and directors, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that: (i)
the act or omission of the officer or director was material to the matter giving
rise to the proceeding and was committed in bad faith or was the result of
active and deliberate dishonesty; or (ii) in the case of any criminal
proceeding, the officer or director had reasonable cause to believe that the act
or omission was unlawful. The MGCL requires the Company, as a condition to
advancing expenses, to obtain: (a) a written affirmation by the officer or
director of the individual's good faith belief that he has met the standard of
conduct necessary for indemnification by the Company as authorized by the MGCL;
and (b) a written agreement by or on his behalf to repay the amount paid or
reimbursed by the Company if it shall ultimately be determined that the standard
of conduct was not met. The Company's Bylaws permit the Company to provide
indemnification and advance expenses to a present or former officer or director
who served a predecessor of the Company in such capacity, and to any employee or
agent of the Company or a predecessor of the Company.

Item 7.   Exemption from Registration Claimed.

                                 Not Applicable

Item 8.   Exhibits.

Exhibit No.

      5   Opinion of Coon & Schach re: legality

     10   WRP Corporation Amended and Restated Omnibus Equity Compensation Plan

    23(a) Consent of Coon & Schach (see Exhibit 5)

    23(b) Consent of Arthur Andersen L.L.P.

     24   Power of Attorney (see the Signature Page to this Registration
          Statement)



                                        4

<PAGE>   5


Item 9.   Undertakings.

     The undersigned Registrant hereby undertakes:

     1.   To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;

              (i)   To include any Prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

              (ii)  To reflect in the Prospectus any facts or events arising
          after the effective date of this Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement; and

              (iii) To include any material information with respect to the plan
          of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

     Provided, however, that paragraphs (1)(i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in a periodic report filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this Registration Statement.

     2.   That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3.   To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     4.   That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities and Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     5.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and


                                        5

<PAGE>   6



Exchange Commission such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.










                                        6

<PAGE>   7


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Itasca, State of Illinois, on June 23, 1999.


                                  WRP CORPORATION


                                  By: /s/ Edward J. Marteka
                                      -----------------------
                                      Edward J. Marteka
                                      President













                                        7

<PAGE>   8


                           GRANT OF POWER OF ATTORNEY

     Each person whose signature appears below as a Director and/or officer of
WRP Corporation hereby constitutes and appoints Edward J. Marteka and Lew Kwong
Ann his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all subsequent amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto such attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents, or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.


SIGNATURES                             TITLE                              DATE
----------                             -----                              ----

/s/ Richard Wong
------------------------
Richard Wong             Chairman of the Board of Directors      June 23, 1999


------------------------
Kamaruddin Taib          Director

/s/ Edward J. Marteka
------------------------
Edward J. Marteka        Director                                June 23, 1999

/s/ George J. Mennen
------------------------
George J. Mennen         Director                                June 23, 1999

/s/ Robert Simmons
------------------------
Robert Simmons           Director                                June 23, 1999

/s/ Don Arnwine
------------------------
Don Arnwine              Director                                June 23, 1999

/s/ Richard Swanson
------------------------
Richard Swanson          Director                                June 23, 1999

/s/ Lew Kwong Ann
------------------------
Lew Kwong Ann            Secretary, Chief Financial Officer and  June 23, 1999
                         Director




<PAGE>   9


                                    EXHIBITS

Exhibit No.

     5     Opinion of Coon & Schach re: legality

    10     WRP Corporation Amended and Restated Omnibus Equity Compensation Plan

   23(a)   Consent of Coon & Schach (see Exhibit 5)

   23(b)   Consent of Arthur Andersen L.L.P.

    24     Power of Attorney (see the Signature Page to this Registration
           Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16546}]
{"company-data": {"conformed-name": "WRP CORP", "cik": "0000837038", "assigned-sic": "5122", "irs-number": "731326131", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81411", "film-number": "99651097"}, "business-address": {"street1": "500 PARK BLVD", "street2": "STE 1260", "city": "ITASCA", "state": "IL", "zip": "60143", "phone": "6302859191"}, "mail-address": {"street1": "500 PARK BLVD", "street2": "STE 1260", "city": "ITASCA", "state": "IL", "zip": "60143-2639"}, "former-company": [{"former-conformed-name": "MBF USA INC", "date-changed": "19930614"}, {"former-conformed-name": "AMERICAN DRUG SCREENS INC", "date-changed": "19920703"}]}
1

 Registrant requests automatic effectiveness upon filing as per Rule 462 of the
                             Securities Act of 1933

      As filed with the Securities and Exchange Commission on June 23, 1999
                           Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------

                                    Form S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                                 ---------------

                                 WRP Corporation
               (Exact name of issuer as specified in its charter)

         Maryland                                               73-1326131
------------------------                                      ---------------
(State of Incorporation)                                     (I.R.S. Employer
                                                            Identification No.)

500 Park Blvd., Suite 1260, Itasca, Illinois                         60143-2639
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                             (Zip Code)

      WRP Corporation Amended and Restated Omnibus Equity Compensation Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                              Mr. Edward J. Marteka
                                 WRP Corporation
                         500 Park Boulevard, Suite 1260
                             Itasca, Illinois 60143

                                 With a copy to:

                           Mitchell D. Goldsmith, Esq.
                             Dennis B. O'Boyle, Esq.
                             Shefsky & Froelich Ltd.
                                 444 N. Michigan
                             Chicago, Illinois 60611
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (630) 285-9191
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
2
CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------
  Title of Securities          Amount to be           Proposed Maximum         Proposed Maximum             Amount of
   to be Registered             Registered             Offering Price         Aggregate Offering         Registration Fee
                                                          Per Share                  Price

------------------------------------------------------------------------------------------------------------------------------
Common Stock, par             1,400,000                $5.375(2)              $7,525,000(2)              $1,494.25(3)
      value $.01
------------------------------------------------------------------------------------------------------------------------------
(1)  Subject to increase (or decrease) in accordance with Rule 416 of Regulation
     C to reflect a merger, consolidation, reorganization, recapitalization,
     stock dividend, stock split or other change in the corporate structure of
     the Registrant which results in a change in the number of shares issuable
     pursuant to outstanding awards under the Plan.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) of Regulation C, on the basis of the
     average of the high and low prices of the shares of common stock of the
     Registrant on the Nasdaq SmallCap Market on June 15, 1999.

(3)  Pursuant to Rule 429 under the Securities Act of 1933, as amended, this
     Registration Statement also relates to 400,000 shares of Common Stock
     previously registered under Registrant's Registration Statement on Form S-8
     (SEC File No. 333-28003, filed May 29, 1997). The registration fee has been
     reduced by $413.19 to reflect the registration fee allocable to such
     previously registered shares.

                                        2
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The documents listed below are hereby incorporated by reference into this
Registration Statement:

     1.   The Company's Annual Report on Form 10-K, for fiscal year ended
          December 31, 1998.

     2.   The Company's Quarterly Report on Form 10-Q, for the quarter ended
          March 31, 1999.

     3.   The Company's Form 8-A dated February 2, 1989.

     4.   All documents subsequently filed by the Company pursuant to Sections
          13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934 prior to the
          termination of the offering made hereby, shall be deemed to be
          incorporated by reference in this Prospectus.

     All documents filed subsequently to the foregoing by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities registered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

                                  (See Item 3)

Item 5.   Interests of Named Experts and Counsel.

                                 Not Applicable

Item 6.   Indemnification of Directors and Officers.

     The Maryland General Corporation Law ("MGCL") permits a corporation formed
in Maryland to include in its articles a provision eliminating or limiting the
liability of its directors and officers to the corporation or its stockholders
for money damages except for: (i) actual receipt of an improper benefit or
profit in money, property or services; or (ii) active and deliberate dishonesty
established by a judgment or other final adjudication as being material to the
cause of action

                                        3
4

adjudicated in such proceeding. The Company's Articles of Incorporation (the
"Articles") include such a provision limiting liability to the fullest extent
permitted by the MGCL.

     The Company's Articles authorize it to indemnify present and former
officers and directors and to pay or reimburse expenses in advance of the final
disposition of the proceeding to the maximum extent permitted from time to time
by Maryland law. The Company's Bylaws obligate the Company to indemnify and
advance expenses to present and former officers and directors to the maximum
extent permitted by Maryland law. The MGCL permits the Company to indemnify its
present and former officers and directors, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that: (i)
the act or omission of the officer or director was material to the matter giving
rise to the proceeding and was committed in bad faith or was the result of
active and deliberate dishonesty; or (ii) in the case of any criminal
proceeding, the officer or director had reasonable cause to believe that the act
or omission was unlawful. The MGCL requires the Company, as a condition to
advancing expenses, to obtain: (a) a written affirmation by the officer or
director of the individual's good faith belief that he has met the standard of
conduct necessary for indemnification by the Company as authorized by the MGCL;
and (b) a written agreement by or on his behalf to repay the amount paid or
reimbursed by the Company if it shall ultimately be determined that the standard
of conduct was not met. The Company's Bylaws permit the Company to provide
indemnification and advance expenses to a present or former officer or director
who served a predecessor of the Company in such capacity, and to any employee or
agent of the Company or a predecessor of the Company.

Item 7.   Exemption from Registration Claimed.

                                 Not Applicable

Item 8.   Exhibits.

Exhibit No.

      5   Opinion of Coon & Schach re: legality

     10   WRP Corporation Amended and Restated Omnibus Equity Compensation Plan

    23(a) Consent of Coon & Schach (see Exhibit 5)

    23(b) Consent of Arthur Andersen L.L.P.

     24   Power of Attorney (see the Signature Page to this Registration
          Statement)

                                        4
5

Item 9.   Undertakings.

     The undersigned Registrant hereby undertakes:

     1.   To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;

              (i)   To include any Prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

              (ii)  To reflect in the Prospectus any facts or events arising
          after the effective date of this Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement; and

              (iii) To include any material information with respect to the plan
          of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

     Provided, however, that paragraphs (1)(i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in a periodic report filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this Registration Statement.

     2.   That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3.   To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     4.   That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities and Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     5.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and

                                        5
6

Exchange Commission such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                        6
7

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Itasca, State of Illinois, on June 23, 1999.

                                  WRP CORPORATION

                                  By: /s/ Edward J. Marteka
                                      -----------------------
                                      Edward J. Marteka
                                      President

                                        7
8

                           GRANT OF POWER OF ATTORNEY

     Each person whose signature appears below as a Director and/or officer of
WRP Corporation hereby constitutes and appoints Edward J. Marteka and Lew Kwong
Ann his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all subsequent amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto such attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents, or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

SIGNATURES                             TITLE                              DATE
----------                             -----                              ----

/s/ Richard Wong
------------------------
Richard Wong             Chairman of the Board of Directors      June 23, 1999

------------------------
Kamaruddin Taib          Director

/s/ Edward J. Marteka
------------------------
Edward J. Marteka        Director                                June 23, 1999

/s/ George J. Mennen
------------------------
George J. Mennen         Director                                June 23, 1999

/s/ Robert Simmons
------------------------
Robert Simmons           Director                                June 23, 1999

/s/ Don Arnwine
------------------------
Don Arnwine              Director                                June 23, 1999

/s/ Richard Swanson
------------------------
Richard Swanson          Director                                June 23, 1999

/s/ Lew Kwong Ann
------------------------
Lew Kwong Ann            Secretary, Chief Financial Officer and  June 23, 1999
                         Director
9

                                    EXHIBITS

Exhibit No.

     5     Opinion of Coon & Schach re: legality

    10     WRP Corporation Amended and Restated Omnibus Equity Compensation Plan

   23(a)   Consent of Coon & Schach (see Exhibit 5)

   23(b)   Consent of Arthur Andersen L.L.P.

    24     Power of Attorney (see the Signature Page to this Registration
           Statement)