SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, D.C. 20549 
  
                                  FORM 8-K 
  
                               CURRENT REPORT 
                  PURSUANT TO SECTION 13 OR 15(d) OF THE  
                      SECURITIES EXCHANGE ACT OF 1934 
  
  
                               March 1, 1998 
              ________________________________________________ 
              Date of Report (Date of Earliest Event Reported) 
  
  
                               Handy & Harman 
              ________________________________________________ 
             (Exact Name of Registrant as Specified in Charter) 
  
  
      New York                      1-5365             13-5129420 
 __________________             ______________       _____________ 
 (State or Other Jurisdiction   (Commission File     (IRS Employer  
    of Incorporation)              Number)           Identification No.) 
  
  
                                 250 Park Avenue
                            New York, New York  10177
            ___________________________________________________ 
           (Address of Principal Executive Offices and Zip Code) 

  
                               (212) 661-2400 
            ___________________________________________________ 
            (Registrant's Telephone Number, Including Area Code) 
  
  
                                    N/A 
          ________________________________________________________ 
       (Former Name or Former Address, if Changed Since Last Report) 
  


 Item 5.  Other Events. 
  

      On March 1, 1998, Handy & Harman, a New York corporation (the
 "Company"), entered into an Agreement and Plan of Merger, dated as of March
 1, 1998 (the "Merger Agreement") with WHX Corporation, a Delaware
 corporation ("WHX"), and HN Acquisition Corp., a New York corporation and
 wholly-owned subsidiary of WHX (the "Purchaser"). 
  
      The Merger Agreement provides, among other things, for the acquisition
 by WHX of all of the outstanding shares of the Company's common stock, par
 value $1.00 per share (together with the related common stock purchase
 rights issued pursuant to the Rights Agreement (the "Rights Agreement"),
 dated as of January 26, 1989, as amended as of April 25, 1996, October 22,
 1996 and March 1, 1998, the "Shares"), through (a) a tender offer (the
 "Offer") for all Shares at a price of $35.25 per share, net to the seller
 in cash (the "Offer Price"), and (b) a second-step merger pursuant to which
 the Purchaser will merge with and into the Company, with the Company as the
 surviving corporation in the merger (the "Merger"), and all outstanding
 Shares (other than Shares owned by the Company, WHX or any wholly-owned
 subsidiary of WHX and other than Shares held by any dissenting
 shareholders) will be converted into the right to receive the Offer Price
 in cash. 
  
      The Offer is conditioned upon, among other things, there being validly
 tendered prior to the expiration date of the Offer and not withdrawn a
 number of Shares which, together with any Shares owned by WHX or the
 Purchaser, represents at least a majority of the Shares outstanding on a
 fully diluted basis.  The conditions to the Offer are set forth in Annex A
 to the Merger Agreement.  The Merger is subject to various closing
 conditions, including, without limitation, the receipt of any required
 shareholder approval and WHX purchasing Shares pursuant to the Offer. 
  
      In connection with the execution of the Merger Agreement, effective as
 of March 1, 1998, the Company and the Rights Agent entered into an
 amendment to the Rights Agreement to make it inapplicable to the Offer, the
 Merger and the other transactions contemplated by the Merger Agreement. 
  
      The Merger Agreement, the joint press release issued by the Company
 and WHX in connection therewith and the amendment to the Rights Agreement
 are filed herewith as Exhibits 99.1, 99.2 and 99.3, respectively, and are
 incorporated herein by reference.  The description of the Merger Agreement
 set forth herein does not purport to be complete and is qualified in its
 entirety by the provisions of the Merger Agreement. 
  
 Item 7.  Financial Statements, Pro Forma Financial Information and
          Exhibits. 
  
           (c)  Exhibits. 
  
           99.1 Agreement and Plan of Merger, dated as of March 1, 1998, by
                and among WHX Corporation, HN Acquisition Corp. and Handy &
                Harman. 
  
           99.2 Joint Press Release issued by Handy & Harman and WHX
                Corporation on March 2, 1998. 
  
           99.3 Amendment, dated as of March 1, 1998, to Rights Agreement
                dated as of January 26, 1989, as amended as of April 25,
                1996 and October 22, 1996.


                                 SIGNATURE 
  
      Pursuant to the requirements of the Securities Exchange Act of 1934,
 the registrant has duly caused this report to be signed on its behalf by
 the undersigned hereunto duly authorized. 
  
 Date:  March 3, 1998 
                          HANDY & HARMAN 
  
                          By:  /s/  Paul E. Dixon   
                               ___________________________
                               Paul E. Dixon 
                               Senior Vice President, General Counsel and
                               Secretary


                               Exhibit Index 
  
 Exhibit             Description 
  
 99.1      Agreement and Plan of Merger, dated as of March 1, 1998, by and
           among WHX Corporation, HN Acquisition Corp. and Handy & Harman. 
  
 99.2      Joint Press Release issued by Handy & Harman and WHX Corporation
           on March 2, 1998. 
  
 99.3      Amendment, dated as of March 1, 1998, to Rights Agreement dated
           as of January 26, 1989, as amended as of April 25, 1996 and
           October 22, 1996.
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SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, D.C. 20549 
  
                                  FORM 8-K 
  
                               CURRENT REPORT 
                  PURSUANT TO SECTION 13 OR 15(d) OF THE  
                      SECURITIES EXCHANGE ACT OF 1934 
  
  
                               March 1, 1998 
              ________________________________________________ 
              Date of Report (Date of Earliest Event Reported) 
  
  
                               Handy & Harman 
              ________________________________________________ 
             (Exact Name of Registrant as Specified in Charter) 
  
  
      New York                      1-5365             13-5129420 
 __________________             ______________       _____________ 
 (State or Other Jurisdiction   (Commission File     (IRS Employer  
    of Incorporation)              Number)           Identification No.) 
  
  
                                 250 Park Avenue
                            New York, New York  10177
            ___________________________________________________ 
           (Address of Principal Executive Offices and Zip Code) 

  
                               (212) 661-2400 
            ___________________________________________________ 
            (Registrant's Telephone Number, Including Area Code) 
  
  
                                    N/A 
          ________________________________________________________ 
       (Former Name or Former Address, if Changed Since Last Report) 
  

 Item 5.  Other Events. 
  

      On March 1, 1998, Handy & Harman, a New York corporation (the
 "Company"), entered into an Agreement and Plan of Merger, dated as of March
 1, 1998 (the "Merger Agreement") with WHX Corporation, a Delaware
 corporation ("WHX"), and HN Acquisition Corp., a New York corporation and
 wholly-owned subsidiary of WHX (the "Purchaser"). 
  
      The Merger Agreement provides, among other things, for the acquisition
 by WHX of all of the outstanding shares of the Company's common stock, par
 value $1.00 per share (together with the related common stock purchase
 rights issued pursuant to the Rights Agreement (the "Rights Agreement"),
 dated as of January 26, 1989, as amended as of April 25, 1996, October 22,
 1996 and March 1, 1998, the "Shares"), through (a) a tender offer (the
 "Offer") for all Shares at a price of $35.25 per share, net to the seller
 in cash (the "Offer Price"), and (b) a second-step merger pursuant to which
 the Purchaser will merge with and into the Company, with the Company as the
 surviving corporation in the merger (the "Merger"), and all outstanding
 Shares (other than Shares owned by the Company, WHX or any wholly-owned
 subsidiary of WHX and other than Shares held by any dissenting
 shareholders) will be converted into the right to receive the Offer Price
 in cash. 
  
      The Offer is conditioned upon, among other things, there being validly
 tendered prior to the expiration date of the Offer and not withdrawn a
 number of Shares which, together with any Shares owned by WHX or the
 Purchaser, represents at least a majority of the Shares outstanding on a
 fully diluted basis.  The conditions to the Offer are set forth in Annex A
 to the Merger Agreement.  The Merger is subject to various closing
 conditions, including, without limitation, the receipt of any required
 shareholder approval and WHX purchasing Shares pursuant to the Offer. 
  
      In connection with the execution of the Merger Agreement, effective as
 of March 1, 1998, the Company and the Rights Agent entered into an
 amendment to the Rights Agreement to make it inapplicable to the Offer, the
 Merger and the other transactions contemplated by the Merger Agreement. 
  
      The Merger Agreement, the joint press release issued by the Company
 and WHX in connection therewith and the amendment to the Rights Agreement
 are filed herewith as Exhibits 99.1, 99.2 and 99.3, respectively, and are
 incorporated herein by reference.  The description of the Merger Agreement
 set forth herein does not purport to be complete and is qualified in its
 entirety by the provisions of the Merger Agreement. 
  
 Item 7.  Financial Statements, Pro Forma Financial Information and
          Exhibits. 
  
           (c)  Exhibits. 
  
           99.1 Agreement and Plan of Merger, dated as of March 1, 1998, by
                and among WHX Corporation, HN Acquisition Corp. and Handy &
                Harman. 
  
           99.2 Joint Press Release issued by Handy & Harman and WHX
                Corporation on March 2, 1998. 
  
           99.3 Amendment, dated as of March 1, 1998, to Rights Agreement
                dated as of January 26, 1989, as amended as of April 25,
                1996 and October 22, 1996.

                                 SIGNATURE 
  
      Pursuant to the requirements of the Securities Exchange Act of 1934,
 the registrant has duly caused this report to be signed on its behalf by
 the undersigned hereunto duly authorized. 
  
 Date:  March 3, 1998 
                          HANDY & HARMAN 
  
                          By:  /s/  Paul E. Dixon   
                               ___________________________
                               Paul E. Dixon 
                               Senior Vice President, General Counsel and
                               Secretary

                               Exhibit Index 
  
 Exhibit             Description 
  
 99.1      Agreement and Plan of Merger, dated as of March 1, 1998, by and
           among WHX Corporation, HN Acquisition Corp. and Handy & Harman. 
  
 99.2      Joint Press Release issued by Handy & Harman and WHX Corporation
           on March 2, 1998. 
  
 99.3      Amendment, dated as of March 1, 1998, to Rights Agreement dated
           as of January 26, 1989, as amended as of April 25, 1996 and
           October 22, 1996.