As filed with the Securities and Exchange Commission on September 24, 1998
                                                   Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                             ----------------------
                                 WHX CORPORATION

          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)

                WHX CORPORATION 1997 DIRECTORS STOCK OPTION PLAN
                1991 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
                       OF WHEELING-PITTSBURGH CORPORATION
                      HANDY & HARMAN 401(K) RETIREMENT PLAN
                            (Full title of the plan)


                                  RONALD LABOW
                              CHAIRMAN OF THE BOARD
                                 WHX CORPORATION
                              110 EAST 59TH STREET
                            NEW YORK, NEW YORK 10022
                     (Name and address of agent for service)

                                  (212)355-5200
          (Telephone number, including area code, of agent for service)

                                 WITH A COPY TO:
          STEVEN WOLOSKY, ESQ., OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
            505 PARK AVENUE, NEW YORK, NEW YORK 10022 (212) 753-7200

            Approximate date of proposed sales pursuant to the plan:
   FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                               Proposed                 Proposed
                                                                maximum                  maximum
        Title of                     Amount                    offering                 aggregate               Amount of
       securities                     to be                      price                  offering              registration
    to be registered              registered(1)                per share                  price                    fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                         <C>                  <C>                      <C>         
Common Stock par
value, .01 per
share....................                 400,000(2)                $12.30(2)             $4,920,000(2)           $1,451.40(2)
--------------------------------------------------------------------------------------------------------------------------------
Common Stock par
value, $.01 per
share....................               1,000,000(3)                $14.03(3)            $14,030,000(3)           $4,138.85(3)
--------------------------------------------------------------------------------------------------------------------------------
Common Stock par
value, $.01 per
share....................                 500,000(4)                $12.50(4)             $6,250,000(4)           $1,843.75(4)
================================================================================================================================
</TABLE>

(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests  to be  offered  or sold  pursuant  to the  employee  benefit
         plan(s)  described  herein.  There  are  also  registered  hereby  such
         indeterminate  number of shares of Common Stock as may become  issuable
         by reason of the operation of the anti-dilution provisions of the plans
         and the options.

<PAGE>
(2)      Includes  150,000  shares with respect to which options were granted at
         an exercise  price of $11.8125 and 30,000  shares with respect to which
         options  were  granted at an exercise  price of $13.25.  An  additional
         220,000  shares are to be offered at prices not  presently  determined.
         Pursuant to Rule 457(h), the offering price for these additional shares
         is estimated solely for the purpose of determining the registration fee
         and is based on the $12.50 per share average high and low prices of the
         Common Stock on the New York Stock Exchange on September 21, 1998.
(3)      Includes  349,708  shares with respect to which options were granted at
         an exercise  price of  $16.625,  57,607  shares  with  respect to which
         options were granted at an exercise price of $13.8125 and 10,000 shares
         with  respect to which  options  were  granted at an exercise  price of
         $13.3125.  An additional 582,685 shares are to be offered at prices not
         presently  determined.  Pursuant to Rule 457(h), the offering price for
         these  additional  shares  is  estimated  solely  for  the  purpose  of
         determining the  registration  fee and is based on the $12.50 per share
         average  high and low prices of the Common  Stock on the New York Stock
         Exchange on September 21, 1998.
(4)      Estimated  pursuant to Rule 457(h) solely for purposes of computing the
         registration  fee and is based on the $12.50 per share average high and
         low  prices  of the  Common  Stock on the New York  Stock  Exchange  on
         September 21, 1998.


                                       -2-

<PAGE>
                 SUBJECT TO COMPLETION, DATED SEPTEMBER 24, 1998

PROSPECTUS

                                1,900,000 SHARES

                                 WHX CORPORATION
                          Common Stock ($.01 par value)


         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders (the "Selling Shareholders") of shares (the "Shares") of the Common
Stock,  $.01 par value (the "Common Stock"),  of WHX Corporation (the "Company")
that may be issued by the Company to the Selling  Shareholders upon the exercise
of outstanding stock options granted pursuant to the 1997 Directors Stock Option
Plan (the "Directors Plan"),  the 1991 Incentive and Non-Qualified  Stock Option
Plan (the "1991  Plan") of the Company or pursuant to the Handy & Harman  401(k)
Retirement  Plan (the  "401(k)  Plan").  The offer and sale of the Shares to the
Selling  Shareholders  were  previously  registered  under the Securities Act of
1933, as amended (the "Securities  Act"). With respect to the Shares that may be
issued to any of the  Selling  Shareholders  or  additional  persons  who may be
deemed  affiliates  under the Directors Plan, the 1991 Plan and the 401(k) Plan,
this Prospectus also relates to certain Shares underlying options which have not
as of this date been granted. If and when such options are granted,  the Company
will  distribute a Prospectus  Supplement as required by the Act. The Shares are
being reoffered and resold for the account of the Selling  Shareholders  and the
Company will not receive any of the proceeds from the resale of the Shares.

         The Selling  Shareholders  have  advised the Company that the resale of
their Shares may be effected  from time to time in one or more  transactions  on
the New York Stock Exchange,  in negotiated  transactions or otherwise at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan of  Distribution."  The Company will bear all expenses in connection  with
the preparation of this Prospectus.

         The  Common  Stock of the  Company  is  traded  on the New  York  Stock
Exchange  under the symbol "WHX." On September  21, 1998,  the closing price for
the Common Stock, as reported by the New York Stock Exchange, was $12.625.

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
            SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
            PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                  The date of this Prospectus is _______, 1998.


                                       -3-

<PAGE>
                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549; Northwest Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor,  New York,  New York 10048.  Copies of such material can be obtained from
the Public  Reference  Section of the Commission at Judiciary  Plaza,  450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.

                                TABLE OF CONTENTS



AVAILABLE INFORMATION........................................................4

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................5

GENERAL INFORMATION..........................................................6

RISK FACTORS.................................................................6

USE OF PROCEEDS.............................................................12

SELLING SHAREHOLDERS........................................................12

PLAN OF DISTRIBUTION........................................................13

LEGAL MATTERS...............................................................13

EXPERTS.....................................................................13

ADDITIONAL INFORMATION......................................................13


                                       -4-

<PAGE>
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


         The Company's  Annual  Report on Form 10-K for the year ended  December
31, 1997 and Form 10-Q for the  quarters  ended March 31, 1998 and June 30, 1998
are  incorporated  by reference in this  Prospectus  and shall be deemed to be a
part  hereof.  All  documents  subsequently  filed by the  Company  pursuant  to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination
of this offering,  are deemed to be incorporated by reference in this Prospectus
and  shall  be  deemed  to be a part  hereof  from the  date of  filing  of such
documents.

         The  description  of the  Company's  Common  Stock is  contained in the
Company's Registration Statement on Form 8-B filed June 24, 1994.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to Marvin Olshan, Secretary, WHX Corporation,  110 East 59th Street,
New York,  New York 10022.  Oral  requests  should be  directed to such  officer
(telephone number (212) 355-5200).

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

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling  Shareholder.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.

                                       -5-

<PAGE>
                               GENERAL INFORMATION

         The Company is a holding  company that has been  structured  to acquire
and operate a diverse  group of  businesses  on a  decentralized  basis,  with a
corporate staff providing strategic direction and support. The Company's primary
businesses  currently are Handy & Harman  ("H&H"),  a diversified  manufacturing
company whose strategic  business segments  encompass,  among others,  specialty
wire and tubing,  and precious metals  plating,  stamping and  fabrication,  and
Wheeling-Pittsburgh Corporation ("WPC"), a vertically integrated manufacturer of
value-added  and flat rolled steel  products.  The  Company's  other  businesses
include  Unimast  Incorporated  ("Unimast"),  a  leading  manufacturer  of steel
framing and other products for commercial and residential  construction  and WHX
Entertainment  Corp.,  a co-owner  of a  racetrack  and video  lottery  facility
located in Wheeling, West Virginia. The Company believes that its businesses are
characterized by leading positions in their respective niches resulting from low
cost structures,  strong  managements,  high quality and service,  and extensive
offerings of value-added products. The Company's principal executive offices are
located  at 110 East  59th  Street,  New York,  New York  10022.  The  Company's
telephone number at such location is (212) 355-5200.

         The Shares  offered  hereby  were or will be  purchased  by the Selling
Shareholders  upon  exercise  of  options  granted  to them or are issued by the
Company  pursuant  to the  401(k)  Plan and will be sold for the  account of the
Selling Shareholders.

                                  RISK FACTORS

SIGNIFICANT OUTSTANDING INDEBTEDNESS OF THE COMPANY

         The Company has substantial indebtedness and debt service requirements.
At June 30, 1998,  the  Company's  total  consolidated  indebtedness  was $987.3
million (excluding margin borrowings).  Additionally, the Company's subsidiaries
have   significant   additional   borrowing   capacity  under  their  respective
outstanding credit facilities.

         The Company's level of indebtedness will have several important effects
on its future operations,  including the following: (a) a significant portion of
the  Company's  cash flow from  operations  will be  dedicated to the payment of
interest on and  principal of its  indebtedness  and will not be  available  for
other purposes;  (b) the financial covenants and other restrictions contained in
the $350.0  million of 10 1/2%  Senior  Notes  issued by the Company on April 7,
1998,  the $275.0  million of 9 1/4% Senior  Notes issued by WPC on November 26,
1997 (the "WPC 9 1/4 Notes"),  the WPSC Revolving Credit Facility with Citibank,
N.A. which provides for borrowing for general corporate purposes of up to $150.0
million,  and with a $35.0  million  sublimit  for  letters of credit (the "WPSC
Revolving  Credit  Facility"),  a $50.0 million  letter of credit  facility with
Citibank, N.A. and a revolving credit facility between H&H and several financial
institutions  as lenders and Citibank,  N.A. as  administrative  agent(the  "H&H
Revolving Credit Facility"),  require the Company's subsidiaries and H&H, as the
case may be, to meet certain  financial  tests and limit its or their ability to
borrow  additional funds or to dispose of assets;  and (c) the Company's ability
to obtain additional financing in the future for working capital, postretirement
health care and pension funding,  capital  expenditures,  acquisitions,  general
corporate  purposes or other purposes may be impaired.  The Company's ability to
make scheduled  payments or to refinance its debt  obligations  will depend upon
its future  financial  and  operating  performance,  which will be  affected  by
prevailing  economic  conditions  and  financial,  business  and other  factors,
certain of which are  beyond its  control.  There can be no  assurance  that the
Company's operating results,  cash flow and capital resources will be sufficient
for payment of its indebtedness in the future.  In the absence of such operating
results and resources, the Company could face substantial liquidity problems and
might be required to dispose of material  assets or  operations to meet its debt
service and

                                       -6-

<PAGE>
other obligations,  and there can be no assurance as to the timing of such sales
or the proceeds  that the Company could  realize  therefrom.  If the Company has
difficulty in servicing its indebtedness,  it may be forced to take actions such
as reducing or delaying  planned  expansion  and capital  expenditures,  selling
assets,  restructuring  or refinancing its  indebtedness  or seeking  additional
equity capital.  There can be no assurance that any of these strategies could be
effected on satisfactory terms, if at all.

         An  inability  of the  Company's  subsidiaries  to meet  the  financial
covenants  contained  in  their  indebtedness  instruments  could  result  in an
acceleration of amounts due thereunder.  In the event the Company's subsidiaries
are unable to make required  payments or otherwise  comply with the terms of its
indebtedness,  the holders of such indebtedness could accelerate the obligations
of the Company  thereunder,  which could  result in the Company  being forced to
seek protection under applicable bankruptcy laws or in an involuntary bankruptcy
proceeding  being brought against the Company.  If it becomes  necessary for the
Company  to  refinance  all or a  portion  of its  indebtedness  on or  prior to
maturity  there can be no assurance that the Company will be able to effect such
refinancing on commercially reasonable terms or at all.

         A portion of the  Company's  outstanding  indebtedness,  including  all
borrowings under the WPSC Revolving  Credit  Facility,  the H&H Revolving Credit
Facility and the WPC Term Loan Agreement, bears interest at floating rates. As a
result,  the  Company's  results  of  operations  and  ability  to  service  its
indebtedness will be affected by future fluctuations in interest rates.

IMPACT OF STRIKE; RESUMPTION OF OPERATIONS

         WPC's ten-month strike, which ended in August 1997 (the "Strike"),  has
had a material  adverse effect on WPC's and the Company's  results of operations
and may  continue to  adversely  affect WPC and the Company for the near future.
The  Company  reported  losses  for the  fourth  quarter of 1996 and each of the
quarters of 1997 of $34.6 million,  $40.7 million,  $31.1 million, $91.4 million
and $36.5 million, respectively. Included in the losses for the third and fourth
quarters of 1997 are pre-tax  charges of $88.9 and $3.8  million,  respectively,
primarily associated with the costs attributable to the New Labor Agreement. The
Company  reported  net income for the first two quarters of 1998 of $1.1 million
and $14.1 million,  respectively,  and net income of $8.9 million for the second
quarter of 1998.  Although WPC is  currently  producing  and  shipping  near its
pre-Strike  production  levels  and  shipping  close  to its  historical  mix of
products, there can be no assurance that such levels will be maintained.

SENSITIVITY OF RESULTS OF OPERATIONS TO REALIZED STEEL PRICES

         The  Company's  results of  operations  are  significantly  affected by
relatively small variations (on a percentage basis) in the realized sales prices
of WPC's products,  which, in turn,  depend upon both the prevailing  prices for
steel and the demand for  particular  products.  During the first nine months of
1996, WPC shipped  approximately 1.9 million tons, and realized an average sales
price per ton of  approximately  $514.  A one percent  decrease in this  average
realized  price would have  resulted  in a decrease  in net sales and  operating
income  of  approximately  $9.8  million.  WPC  sells  approximately  75% of its
products at spot prices (including shipments to joint ventures Wheeling-Nisshin,
Inc. ("W- N") and Ohio Coatings Company ("OCC") under supply contracts at prices
approximating spot prices).  WPC believes its percentage of sales at spot prices
is  higher  than  that of  many  of its  domestic  integrated  competitors.  WPC
therefore  may be affected by steel price  decreases  more  quickly than many of
WPC's competitors.


                                       -7-

<PAGE>
POSSIBILITY OF MONETARY AND INJUNCTIVE PENALTIES IN CONNECTION WITH SEC
ENFORCEMENT ACTION

         On March 31,  1997,  the  Company  through SB  Acquisition  Corp.  ("SB
Acquisition"), a wholly-owned subsidiary, commenced a tender offer for shares of
Dynamics  Corporation of America,  Inc. ("DCA"), a NYSE-listed company. On April
14,  1997,  DCA  commenced  an action  against the Company in the United  States
District Court for the District of  Connecticut,  alleging,  among other things,
that the Company's  tender offer violated  Section 14(d) of the Exchange Act and
the rules thereunder (the "DCA Action").  The Company denied all allegations and
contested the action.  On April 29, 1997,  Judge Gerard L. Goettel of the United
States  District  Court,  District of  Connecticut,  issued an order  granting a
motion for a  preliminary  injunction  filed by DCA  against  the Company and SB
Acquisition.  The  District  Court found that the  disclosure  contained  in the
Company's tender offer materials to DCA shareholders was improper because (i) it
stated that under certain  circumstances the Company "may be required" to comply
with Section 912(b) of the New York Business  Corporation Law and a provision in
DCA's charter,  instead of disclosing  that the Company "will be required" to do
so and (ii) it failed to disclose the  Company's  future plans in the event that
it was prohibited  from merging with DCA for five years.  The Court (i) directed
the  Company and SB  Acquisition  to make  "further  and  complete  disclosures"
pertaining to those subjects described above and (ii) specified that such tender
offer be  extended  for an  additional  twenty  days.  This  order was  promptly
complied  with in all  respects  by WHX and SB  Acquisition.  The DCA Action was
later discontinued by stipulation between the parties.

         On April 8, 1997, the  Commission  entered an Order  Directing  Private
Investigation  concerning possible violations of Sections 14(d) and 14(e) of the
Exchange Act and Rules  14d-10(a)(1) and 14e-1(b)  thereunder in connection with
the  Company's  tender offer for DCA.  The Company  fully  cooperated  with this
investigation.  The Staff of the Division of Enforcement of the Commission  (the
"SEC Enforcement  Staff") has advised the Company's  counsel that the Commission
has authorized the initiation of administrative  proceedings seeking a cease and
desist  order  pertaining  to  alleged  violations  of Section  14(d)(4)  of the
Exchange Act and Rule 14d-10(a)(1) based on the Company's inclusion of a "record
holder  condition"  in the DCA tender offer.  This  condition was removed by the
Company  shortly  after the  tender  offer  began and after the  Commission  had
granted  authority to the SEC Enforcement Staff to seek injunctive  relief.  The
SEC Enforcement Staff also has advised the Company's counsel that the Commission
authorized  the  initiation of  administrative  proceedings  seeking a cease and
desist order and  disgorgement of profits,  pertaining to alleged  violations of
Section  14(d)(4)  of the  Exchange  Act and  Rules  14d-6(d)  and  14d-4(c)  in
connection with the Company's  closing of the DCA tender offer on June 13, 1997.
The SEC Enforcement Staff has asserted that the decision to close the DCA tender
offer and purchase  approximately 10% of DCA's outstanding shares was a material
change in the conditions of such offer,  including its "poison pill  condition,"
"New  York  Business  Corporation  Law  condition"  (NY BCL  Section912(b))  and
"interfering transaction condition," each of which was effected without adequate
notice to DCA shareholders.  According to the SEC Enforcement  Staff, the tender
offer's  conditions  precluded  the  Company  from  closing as long as (i) DCA's
"poison  pill"  remained  in  place,   even  if  the  Company   acquired  shares
insufficient  to  trigger  the  "poison  pill",   (ii)  the  New  York  Business
Corporation  Law condition  could affect the intended merger with DCA, and (iii)
DCA's merger agreement with another company, CTS Corporation, remained in place.

         On  June  25,  1998,  the  Commission   instituted  an   administrative
proceeding  against the Company alleging that it had violated certain Commission
rules in  connection  with the tender offer for DCA  commenced on March 31, 1997
through SB Acquisition Corp. (the "Offer").  Specifically, the Order instituting
Proceedings  (the "Order") alleges that, in its initial form, the Offer violated
the "All Holders Rule," Rule  14d-10(a)(1)  under the Exchange Act, based on the
Company's  inclusion of a "record holder condition" in the Offer. No shareholder
had

                                       -8-

<PAGE>
tendered any shares at the time the  condition  was removed.  The Order  further
alleges that the Company violated Rules 14d-4(c) and 14d-6(d) under the Exchange
Act upon expiration of the Offer, by allegedly  waiving  material  conditions to
the Offer without prior notice to shareholders and purchasing the  approximately
10.6% of DCA's  outstanding  shares tendered pursuant to the offer. The SEC does
not claim that the Offer was intended to or in fact defrauded any investor.

         The Order  institutes  proceedings to determine  whether the Commission
should  enter an order  requiring  the  Company  (a) to cease  and  desist  from
committing  or causing any future  violation  of the rules  alleged to have been
violated and (b) to pay  approximately  $1.3 million in disgorgement of profits.
The Company has filed an Answer denying any violations and seeking  dismissal of
the proceeding. Although there can be no assurance that an adverse decision will
not be rendered,  the Company  intends to  vigorously  defend  against the SEC's
charges.

JOINT VENTURE OBLIGATIONS

         WPC has certain commitments and contingent  obligations with respect to
the OCC joint venture including the following:  (i) WPC is required,  along with
Dong Yang Tinplate Ltd. ("Dong Yang"), to contribute  additional funds to OCC to
cover its pro rata share of any cost  overruns and working  capital needs of OCC
to the extent that OCC is unable to otherwise  finance such amounts (the Company
anticipates that its pro rata share of such funding  obligations will be between
$5.0  million  and $10.0  million  through  December  31,  1998) and (ii) WPC is
jointly and  severally  liable,  together  with Dong Yang, to contribute to OCC,
either as a loan or a capital  contribution,  amounts sufficient to cure certain
defaults  and  violations  of certain  financial  covenants  of OCC under  OCC's
borrowing facility if such violations should occur. The facility currently has a
maximum  availability  of $17.0  million.  OCC is  negotiating  to increase such
borrowing  facility  from  $17.0  million  to $20.0  million  and in  connection
therewith Dong Yang and WPC may agree to jointly and severally  guarantee all of
such obligations.

SUBSTANTIAL CAPITAL EXPENDITURE REQUIREMENTS

         WPC operates in a capital intensive  industry.  From 1993 through 1997,
WPC's capital expenditures totalled  approximately $289.3 million. This level of
capital  expenditures  was  used  to  maintain  productive   capacity,   improve
productivity  and upgrade selected  facilities to meet competitive  requirements
and maintain  compliance with environmental laws and regulations,  including the
Clean Air Act Amendments of 1990. The Company anticipates that WPC will fund its
capital  expenditures  in  1998  from  cash on  hand,  funds  available  from an
agreement  to sell,  up to $75.0  million on a  revolving  basis,  an  undivided
percentage  ownership in a designated pool of accounts  receivable  generated by
WPC (the  "Receivables  Facility")  and the WPSC Revolving  Credit  Facility and
funds  generated by operations.  Prior to the resolution of the Strike,  WPC had
delayed most capital  expenditures at the  Strike-affected  plants.  The Company
anticipates that WPC's capital  expenditures will approximate  depreciation,  on
average,  over the next few years. There can be no assurance that the Company or
WPC will have  adequate  funds  from  operations  to make all  required  capital
expenditures  or  that  the  amount  of  future  capital  expenditures  will  be
commensurate with historical averages.

UNCERTAINTY OF IMPACT OF FUTURE COLLECTIVE BARGAINING AGREEMENTS; POSSIBILITY OF
STRIKES

         As of  December  31,  1997,  the United  Steelworkers  of America  (the
"USWA")  represented  approximately  73% of the Company's  employees.  In August
1997,  WPC and the USWA entered into the New Labor  Agreement,  which expires on
September 1, 2002.  There can be no assurance as to the results of  negotiations
of future collective bargaining agreements, whether future collective bargaining
agreements will be negotiated without  production  interruptions or the possible
impact of future collective bargaining agreements,  or the negotiations thereof,
on the

                                       -9-

<PAGE>
Company's financial condition and results of operations.  In addition, there can
be no assurance  that strikes  will not occur in the future in  connection  with
labor negotiations or otherwise.

TRANSACTIONS WITH SUBSIDIARIES

         WHX  and  WPC are  jointly  and  severally  obligated  to make  certain
payments to WPSC pursuant to the terms of a keepwell  agreement  entered into in
connection with the WPSC Revolving Credit Facility to maintain certain financial
ratios of WPSC.  WPC has agreed to  indemnify  WHX with  respect to any payments
made by WHX on account of WHX's obligations under such keepwell agreement.  From
time to  time,  there  may be  intercompany  indebtedness  between  WHX and WPC,
resulting from, among other things,  the Tax Sharing  Agreement  between WPC and
WHX (the "Tax  Sharing  Agreement"),  providing  for the  manner of  determining
payments with respect to federal  income tax  liabilities  and benefits  arising
during all periods in which it has been or will be a wholly-owned  subsidiary of
WHX.  To the  extent  WHX has net  liabilities  due WPC,  it may  ultimately  be
required to satisfy such  obligations.  If WPC is obligated to reimburse WHX for
keepwell  payments,  WPC's  obligation to repay such advances is subordinated to
the repayment obligations on the WPC 9 1/4% Notes.

CYCLICALITY

         Historically,  steel industry  performance has been cyclical in nature,
reflecting  changes in industry  capacity as well as the  cyclicality of many of
the  principal  markets it  serves,  including  the  automotive,  appliance  and
construction  industries.  Although total  domestic steel industry  capacity was
substantially  reduced  during the 1980s through  extensive  restructuring,  and
demand has been  particularly  strong since 1993,  with domestic  steel industry
earnings  strong during the  1994-1997  period,  there can be no assurance  that
demand will continue at current levels or that the addition of new minimills and
recent  restarts of  previously  idled  domestic  facilities  will not adversely
impact pricing and margins.

         Additionally, the business operations and profitability of H&H are also
affected by general  economic  conditions,  including the cyclicality of many of
the  principal  markets H&H serves,  including  the  automotive,  appliance  and
construction  industries.  A significant economic downturn could have a material
adverse impact on the profitability of H&H.

POSSIBLE FLUCTUATIONS IN THE COST OF RAW MATERIALS

         WPC's  operations  require   substantial   amounts  of  raw  materials,
including various types of iron ore pellets,  steel scrap,  coal, zinc,  oxygen,
natural gas and  electricity.  The price and availability of these raw materials
are subject to steel industry and general market conditions affecting supply and
demand. Furthermore,  worldwide competition in the steel industry has frequently
limited the  ability of steel  producers  to raise  finished  product  prices to
recover higher raw material costs.  WPC's future  profitability may be adversely
affected to the extent it is unable to pass on higher raw material  costs to its
customers.  In addition,  the Company owns a  substantial  inventory of precious
metals,  including gold, silver and palladium group metals,  the prices of which
fluctuate on a daily basis.  A significant  decline in the prices of some or all
of these metals  could have an adverse  impact on the  financial  results of the
Company.


                                      -10-

<PAGE>
COMPETITION

         The domestic steel industry is highly competitive.  Despite significant
reductions in raw steel production  capacity by major domestic  producers in the
1980s,  partially  offset by the recent  minimill  capacity  additions and joint
ventures,  the  domestic  industry  continues to be  threatened  by excess world
capacity.

         WPC  faces  increasing   competitive   pressures  from  other  domestic
integrated producers,  minimills and processors.  Processors compete with WPC in
the areas of slitting, cold rolling and coating. Minimills are generally smaller
volume  steel  producers  that use  ferrous  scrap  metals  as their  basic  raw
material. Compared to integrated producers,  minimills, which rely on less labor
and capital intensive steel production methods,  have certain advantages.  Since
minimills  typically are not unionized,  they have more flexible work rules that
have  resulted  in lower  employment  costs  per net ton  shipped.  Since  1989,
significant  flat  rolled  minimill  capacity  has been  constructed  and  these
minimills  now  compete  with   integrated   producers  in  product  areas  that
traditionally  have  not  faced  significant   competition  from  minimills.  In
addition,  there is significant  additional flat rolled minimill  capacity under
construction or announced with various planned  commissioning  dates in 1998 and
1999. Near term, these minimills and processors are expected to compete with WPC
primarily in the commodity  flat rolled steel  market.  In the  long-term,  such
minimills  and  processors  may also compete  with WPC in producing  value-added
products.  In addition,  the increased  competition in commodity product markets
may influence  certain  integrated  producers to increase  product  offerings to
compete with WPC's custom products.

         During  the  early  1990s,   the  domestic  steel  market   experienced
significant  increases in imports of foreign produced flat rolled products.  The
level of imports, however, after declining somewhat in late 1995 and early 1996,
increased in 1997. The strength of the U.S.  dollar and economy,  as well as the
strength of foreign economies,  can significantly affect the import/export trade
balance  for flat rolled  steel  products.  The status of the trade  balance may
significantly  affect the ability of the new  minimill  capacity to come on-line
without disrupting the domestic flat rolled steel market.

         Wheeling Corrugating and WPC's other fabricating  operations compete in
a large number of regional markets with numerous other  fabricating  operations,
most of which are independent of the major integrated manufacturers. Independent
fabricators  generally  are able to acquire  flat rolled steel  products,  their
basic raw material, at prevailing market prices. There are few barriers to entry
into the  manufacture  of  fabricated  products  in certain  individual  markets
currently served by Wheeling Corrugating (although the geographic breadth of the
markets  served  by  Wheeling  Corrugating  would be hard to  replicate).  Other
competitors,  including domestic integrated producers and minimills,  may decide
to manufacture  fabricated products and compete with Wheeling Corrugating in its
markets.  Such competition may negatively  affect prices that may be obtained in
certain  markets  by  WPC  for  its  fabricated   products.   Many  of  Wheeling
Corrugating's  competitors do not have a unionized workforce and, therefore, may
have lower operating costs than Wheeling Corrugating.

         Materials  such as  aluminum,  cement,  composites,  glass and plastics
compete as substitutes for steel in many markets.

COSTS OF COMPLYING WITH ENVIRONMENTAL STANDARDS

         The  Company,  including  WPC,  and other steel  producers  have become
subject to increasingly  stringent  environmental  standards imposed by Federal,
state and local environmental laws and regulations. WPC has expended, and can be
expected  to be  required  to  expend in the  future,  significant  amounts  for
installation of environmental  control facilities,  remediation of environmental
conditions and other similar matters. The costs of complying with such stringent
environmental

                                      -11-

<PAGE>
standards as the new ambient air quality  standards  for ozone and PM2.5 as well
as the climate change treaty negotiations may cause WPC and other domestic steel
producers to be competitively  disadvantaged  vis-a-vis  foreign steel producers
and  producers  of  steel  substitutes,  who may be  subject  to less  stringent
standards.  WPC has also been identified as a potentially  responsible  party at
five  "Superfund"  sites and has been  alleged to be a  potentially  responsible
party at two other  "Superfund"  sites. The Superfund law imposes strict,  joint
and several liability upon potentially responsible parties.

                                 USE OF PROCEEDS

         The  Company  will  receive  the  exercise  price of the  options  when
exercised  by the holders  thereof or the  issuance  of shares  under the 401(k)
Plan.  Such proceeds will be used for working  capital  purposes by the Company.
The Company will not receive any of the proceeds  from the reoffer and resale of
the Shares by the Selling Shareholders.

                              SELLING SHAREHOLDERS

         This  Prospectus  relates to the reoffer and resale of Shares issued or
that may be issued to the  Selling  Shareholders  under the 1997 Plan,  the 1991
Plan or the 401(K) Plan.

         The following table sets forth (i) the number of shares of Common Stock
owned by each  Selling  Shareholder  at  September  1, 1998,  (ii) the number of
Shares to be offered for resale by each Selling Shareholder and (iii) the number
and percentage of shares of Common Stock to be held by each Selling  Shareholder
after completion of the offering.

<TABLE>
<CAPTION>
                                                                                                   Number of shares of
                                                                                                      Common Stock/
                                              Number of shares of            Number of            Percentage of Class to
                                             Common Stock Owned at          Shares to be              be Owned After
                                                                            Offered for             Completion of the
                 Name                          September 1, 1998               Resale                  Offering(1)
-----------------------------------      --------------------------     -----------------      --------------------------

<S>                                             <C>                        <C>                             <C>
Neil D. Arnold (2)                               26,666(3)                 30,000(10)                       26,666/*

Paul W. Bucha(5)                                 26,666(3)                 30,000(10)                       26,666/*

Robert A. Davidow(5)                            126,737(7)                 30,000(10)                      126,737/*

William Goldsmith(6)                             37,333(3)                 30,000(10)                       37,333/*

Marvin L. Olshan(5)                              38,333(7)                 30,000(10)                       38,333/*

Raymond S. Troubh(2)                             34,666(8)                 30,000(10)                       34,666/*

James G. Bradley(9)                                    0                   260,000(10)                           0/0
</TABLE>


*        Less than 1%.
(1)      Assumes that all Common Stock  offered by the Selling  Stockholders  is
         sold and that no other  shares of  Common  Stock  owned by the  Selling
         Stockholders are sold.
(2)      Has been a Director of the Company since 1992.
(3)      Consists of shares  issuable  upon the  exercise  of options  presently
         exercisable or exercisable within 60 days hereof.
(4)      Has been a Director of the Company since 1993.  (5) Has been a Director
         of the Company since 1991. (6) Has been a Director of the Company since
         1987.
(7)      Consists of shares  issuable  upon the  exercise  of options  presently
         exercisable or exercisable within 60 days hereof.
(8)      Consists of shares  issuable  upon the  exercise  of options  presently
         exercisable or exercisable within 60 days hereof.
(9)      Has been  Executive  Vice  President of the Company and  President  and
         Chief Executive Officer of WPSC since April 1998.
(10)     Includes  shares  issuable  upon the exercise of options  which are not
         presently exercisable within 60 days hereof.


                                      -12-
<PAGE>
                              PLAN OF DISTRIBUTION

         It is anticipated that all of the Shares will be offered by the Selling
Shareholders  from time to time in the open market,  either  directly or through
brokers  or  agents,  or  in  privately  negotiated  transactions.  The  Selling
Shareholders  have  advised  the  Company  that  they  are  not  parties  to any
agreement, arrangement or understanding as to such sales.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Olshan  Grundman Frome &
Rosenzweig LLP, New York, New York 10022.  Marvin L. Olshan,  a member of Olshan
Grundman  Frome & Rosenzweig  LLP, is a director  and  secretary of the Company.
Marvin L. Olshan and other members of Olshan Grundman Frome & Rosenzweig LLP own
shares of Common Stock and hold options to purchase Common Stock of the Company.

                                     EXPERTS

         The financial statements incorporated in this Registration Statement on
Form S-8 by reference to the Annual Report on Form 10-K of WHX  Corporation  for
the  year  ended  December  31,  1997,  and  the  audited  historical  financial
statements  included within Item 7(a) of WHX Corporation's  Form 8-K dated April
14, 1998, have been audited by various  independent  accountants.  The companies
and periods covered by these audits are indicated in the individual accountants'
reports.  Such  financial  statements  have been so  included in reliance on the
reports of the various  independent  accountants  given on the authority of such
firms as experts in auditing and accounting.

                             ADDITIONAL INFORMATION

         The Company has filed with the Securities and Exchange Commission three
Registration Statements on Form S-8 under the Securities Act with respect to the
Shares offered hereby.  For further  information with respect to the Company and
the securities offered hereby, reference is made to the Registration Statements.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration Statements,  each such statement being qualified in all respects by
such reference.

                                      -13-

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the  "Commission")  are incorporated  herein by reference and made a
part hereof:

                  (a) The  Company's  annual  report on Form 10-K for the fiscal
         year ended December 31, 1997, as amended;

                  (b) The Company's quarterly reports on Form 10-Q for the three
         months ended March 31, 1998 and June 30, 1998; and

                  (c) The Company's  current  reports on Form 8-K dated June 22,
         1998, June 10, 1998, April 14, 1998 and March 31, 1998.

         The  description  of  the  Common  Stock  contained  in  the  Company's
Registration Statement on Form 8-B filed June 24, 1994.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.


ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

         Marvin Olshan, a member of Olshan Grundman Frome & Rosenzweig LLP, is a
director  and  Secretary of the Company and owns 1,000 shares of Common Stock of
the  Company  and  options to purchase  70,000  shares of Common  Stock.  Steven
Wolosky,  also a member of Olshan  Grundman Frome & Rosenzweig LLP, is Assistant
Secretary of the Company and holds  options to purchase  23,500 shares of Common
Stock.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The Company was incorporated in Delaware.  Article NINTH,  Section A of
the Certificate of Incorporation of the Company provides as follows:

                  NINTH:  A.  A  director  of  the  Corporation   shall  not  be
         personally  liable to the Corporation or its  stockholders for monetary
         damages  for  breach  of  fiduciary  duty  as a  director,  except  for
         liability (i) for any breach of the  director's  duty of loyalty to the
         Corporation or its stockholders, (ii) for acts or omissions not in good
         faith or which involve intentional misconduct or a knowing violation of
         law, (iii) under Section 174 of the Delaware  General  Corporation  Law
         (the  "GCL"),  or (iv) for any  transaction  from  which  the  director
         derived  an  improper  personal  benefit.  If  the  GCL is  amended  to
         authorize corporate action further eliminating or limiting the personal
         liability  of  directors,  then  the  liability  of a  director  of the
         Corporation  shall be  eliminated  or  limited  to the  fullest  extent
         permitted by the GCL, as so amended. Any repeal or modification of this
         Section A by the  stockholders of the  Corporation  shall not adversely
         affect any right or protection of a director of the

                                      II-1

<PAGE>
         Corporation  with respect to events occurring prior to the time of such
         repeal or modification.

         Article NINTH,  Section B of the  Certificate of  Incorporation  of the
Company provides as follows:

                  B. (1) Each person who was or is made a party or is threatened
         to be made a party to or is involved in any action, suit or proceeding,
         whether civil, criminal, administrative or investigative (hereinafter a
         "proceeding"), by reason of the fact that he or she or a person of whom
         he or she is the legal representative is or was a director,  officer or
         employee of the  Corporation or is or was serving at the request of the
         Corporation  as a  director,  officer,  employee  or agent  of  another
         corporation  or  of  a  partnership,  joint  venture,  trust  or  other
         enterprise,  including  service with respect to employee benefit plans,
         whether the basis of such  proceedings is alleged action in an official
         capacity  as a  director,  officer,  employee  or agent or in any other
         capacity while serving as a director, officer, employee or agent, shall
         be  indemnified  and held  harmless by the  Corporation  to the fullest
         extent  authorized  by the GCL as the same exists or may  hereafter  be
         amended  (but,  in the case of any such  amendment,  only to the extent
         that  such  amendment   permits  the  Corporation  to  provide  broader
         indemnification  rights  than said law  permitted  the  Corporation  to
         provide prior to such  amendment),  against all expense,  liability and
         loss (including attorney's fees,  judgments,  fines, ERISA excise taxes
         or penalties and amounts paid or to be paid in  settlement)  reasonably
         incurred or suffered by such person in  connection  therewith  and such
         indemnification  shall  continue  as to a person who has ceased to be a
         director,  officer, employee or agent and shall inure to the benefit of
         his or her heirs, executors and administrators; provided, however, that
         except as provided in  paragraph  (2) of this Section B with respect to
         proceedings   seeking  to  enforce  rights  to   indemnification,   the
         Corporation shall indemnify any such person seeking  indemnification in
         connection with a proceeding (or part thereof) initiated by such person
         only if such  proceeding  (or part thereof) was authorized by the Board
         of Directors of the Corporation. The right to indemnification conferred
         in this Section B shall be a contract right and shall include the right
         to be paid by the  Corporation  the expenses  incurred in defending any
         such proceeding in advance of its final disposition; provided, however,
         that if the GCL requires,  the payment of such  expenses  incurred by a
         director  or officer in his or her  capacity  as a director  or officer
         (and not in any other  capacity in which  service was or is rendered by
         such person while a director or officer, including, without limitation,
         service  to  an  employee   benefit  plan)  in  advance  of  the  final
         disposition  of a proceeding,  shall be made only under delivery to the
         Corporation  of an  undertaking  by or on  behalf of such  director  or
         officer,  to repay all amounts so advanced  if it shall  ultimately  be
         determined  that  such  director  or  officer  is  not  entitled  to be
         indemnified under this Section B or otherwise.

                  (2) If a claim under  paragraph  (1) of this  Section B is not
         paid in full by the  Corporation  within  thirty  days  after a written
         claim has been  received by the  Corporation,  the  claimant may at any
         time  thereafter  bring suit  against  the  Corporation  to recover the
         unpaid amount of the claim and, if successful in whole or in part,  the
         claimant  shall be entitled to be paid also the expense of  prosecuting
         such  claim.  It shall be a defense to any such  action  (other than an
         action  brought to enforce a claim for  expenses  incurred in defending
         any proceeding in advance of its final  disposition  where the required
         undertaking,  if any is required, has been tendered to the Corporation)
         that the  Claimant has not met the  standards of conduct  which make it
         permissible under the GCL for the Corporation to indemnify the claimant
         for the amount claimed, but the burden of proving such defense shall be
         on the Corporation.  Neither the failure of the Corporation  (including
         its Board of Directors, independent legal counsel

                                      II-2

<PAGE>
         or stockholders) to have made a determination prior to the commencement
         of such action that  indemnification  of the  claimant is proper in the
         circumstances  because  he or she has met the  applicable  standard  of
         conduct  set  forth  in the GCL,  nor an  actual  determination  by the
         Corporation  (including  its  Board  of  Directors,  independent  legal
         counsel or stockholders)  that the claimant has not met such applicable
         standard  of  conduct,  shall be a  defense  to the  action or create a
         presumption  that the claimant has not met the  applicable  standard of
         conduct.

                  (3) The right to  indemnification  and the payment of expenses
         incurred in defending a proceeding in advance of its final  disposition
         conferred  in this  Section B shall not be exclusive of any other right
         which any  person  may have or  hereafter  acquire  under any  statute,
         provision of the certificate of incorporation,  By-Law, agreement, vote
         of stockholders or disinterested directors or otherwise.

                  (4) The Corporation may maintain insurance, at its expense, to
         protect  itself and any  director,  officer,  employee  or agent of the
         Corporation or another corporation,  partnership,  joint venture, trust
         or other enterprise against any expense,  liability or loss, whether or
         not the  Corporation  would  have the power to  indemnify  such  person
         against such expense,  liability or loss under the General  Corporation
         Law of the State of Delaware.

                  (5) The Corporation may, to the extent authorized from time to
         time by the Board of Directors,  grant rights to  indemnification,  and
         rights to be paid by the Corporation the expenses incurred in defending
         any proceeding in advance of its final disposition, to any agent of the
         Corporation  to the fullest  extent of the provisions of this Section B
         with  respect to the  indemnification  and  advancement  of expenses of
         directors, officers and employees of the Corporation.

         See Item 9(c)  below for  information  regarding  the  position  of the
Commission  with respect to the effect of any  indemnification  for  liabilities
arising under the Securities Act of 1933, as amended.

         Section  145  of the  Delaware  General  Corporation  Law  provides  as
follows:

                  (a) A corporation shall have power to indemnify any person who
         was  or is a  party  or is  threatened  to  be  made  a  party  to  any
         threatened,  pending or completed action,  suit or proceeding,  whether
         civil, criminal,  administrative or investigative (other than action by
         or in the right of the corporation) by reason of the fact that he is or
         was a director, officer, employee or agent of the corporation, or is or
         was serving at the request of the  corporation as a director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or  other  enterprise,  against  expenses  (including  attorneys'
         fees),  judgments,  fines and amounts paid in  settlement  actually and
         reasonably  incurred by the person in connection with such action, suit
         or  proceeding  if the  person  acted in good faith and in a manner the
         person  reasonably  believed  to be in  or  not  opposed  to  the  best
         interests of the corporation,  and, with respect to any criminal action
         or proceeding,  had no reasonable cause to believe the person's conduct
         was  unlawful.  The  termination  of any action,  suit or proceeding by
         judgment,  order,  settlement,  conviction  or  upon  a  plea  of  nolo
         contendere  or  its  equivalent,   shall  not,  of  itself,   create  a
         presumption  that the  person did not act in good faith and in a manner
         which the person  reasonably  believed  to be in or not  opposed to the
         best  interests of the  corporation,  and, with respect to any criminal
         action or proceeding, had reasonable cause to believe that the person's
         conduct was unlawful.


                                      II-3
<PAGE>
                  (b) A corporation shall have power to indemnify any person who
         was  or is a  party  or is  threatened  to  be  made  a  party  to  any
         threatened,  pending or completed  action or suit by or in the right of
         the  corporation  to procure a  judgment  in its favor by reason of the
         fact that the person is or was a director,  officer,  employee or agent
         of  the  corporation,  or is or  was  serving  at  the  request  of the
         corporation  as a  director,  officer,  employee  or agent  of  another
         corporation,  partnership,  joint  venture,  trust or other  enterprise
         against  expenses  (including  attorneys' fees) actually and reasonably
         incurred by the person in connection  with the defense or settlement of
         such  action or suit if the person  acted in good faith and in a manner
         the  person  reasonably  believed  to be in or not  opposed to the best
         interests of the corporation and except that no  indemnification  shall
         be made in  respect  of any  claim,  issue or matter  as to which  such
         person shall have been adjudged to be liable to the corporation  unless
         and only to the extent that the Court of Chancery or the court in which
         such action or suit was brought shall determine upon application  that,
         despite  the   adjudication  of  liability  but  in  view  of  all  the
         circumstances  of the  case,  such  person  is  fairly  and  reasonably
         entitled to indemnity for such expenses  which the Court of Chancery or
         such other court shall deem proper.

                  (c) To the extent that a director,  officer, employee or agent
         of a  corporation  has been  successful  on the merits or  otherwise in
         defense of any action,  suit or proceeding  referred to in  subsections
         (a) and (b) of this  section,  or in  defense  of any  claim,  issue or
         matter therein,  he shall be indemnified  against  expenses  (including
         attorneys' fees) actually and reasonably  incurred by him in connection
         therewith.

                  (d) Any indemnification  under subsections (a) and (b) of this
         section  (unless  ordered by a court) shall be made by the  corporation
         only as  authorized  in the  specific  case upon a  determination  that
         indemnification of the director,  officer,  employee or agent is proper
         in the circumstances because the person has met the applicable standard
         of conduct set forth in subsections  (a) and (b) of this section.  Such
         determination shall be made (1) by a majority vote of the directors who
         are not parties to such action,  suit or  proceeding,  even though less
         than a  quorum,  or (2) if  there  are no  such  directors,  or if such
         directors so direct,  by independent legal counsel in a written opinion
         or (3) by the stockholders.

                  (e)  Expenses  (including  attorneys'  fees)  incurred  by  an
         officer or director in defending any civil, criminal, administrative or
         investigative action, suit or proceeding may be paid by the corporation
         in advance of the final disposition of such action,  suit or proceeding
         upon  receipt of an  undertaking  by or on behalf of such  director  or
         officer to repay such amount if it shall  ultimately be determined that
         he is not entitled to be indemnified  by the  corporation as authorized
         in this section.  Such expenses (including attorneys' fees) incurred by
         other  employees  and  agents  may  be so  paid  upon  such  terms  and
         conditions, if any, as the board of directors deems appropriate.

                  (f) The  indemnification  and advancement of expenses provided
         by, or granted pursuant to, the other subsections of this section shall
         not be deemed  exclusive  of any other  rights to which  those  seeking
         indemnification  or  advancement  of expenses may be entitled under any
         bylaw,  agreement,  vote of stockholders or disinterested  directors or
         otherwise,  both as to action in his official capacity and as to action
         in another capacity while holding such office.

                  (g) A  corporation  shall have power to purchase  and maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee  or  agent of the  corporation,  or is or was  serving  at the
         request

                                      II-4
<PAGE>
         of the corporation as a director, officer, employee or agent of another
         corporation,  partnership,  joint  venture,  trust or other  enterprise
         against any liability  asserted  against him and incurred by him in any
         such capacity, or arising out of his status as such, whether or not the
         corporation  would  have  the  power  to  indemnify  him  against  such
         liability under this section.

                  (h)  For  purposes  of  this   section,   references  to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a  director,  officer,  employee  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent  corporation as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise,  shall stand in the same  position  under this section with
         respect to the resulting or surviving corporation as he would have with
         respect to such constituent  corporation if its separate  existence had
         continued.

                  (i)  For  purposes  of  this  section,  references  to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines"  shall  include  any excise  taxes  assessed  on a person  with
         respect to any employee benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer,  employee or agent of the corporation which imposes duties on,
         or involves  services by, such director,  officer,  employee,  or agent
         with  respect  to  any  employee  benefit  plan,  its  participants  or
         beneficiaries;  and a person who acted in good faith and in a manner he
         reasonably  believed  to be in the  interest  of the  participants  and
         beneficiaries of an employee benefit plan shall be deemed to have acted
         in a manner "not opposed to the best interests of the  corporation"  as
         referred to in this section.

                  (j) The  indemnification  and advancement of expenses provided
         by, or granted  pursuant  to,  this  section  shall,  unless  otherwise
         provided when  authorized or ratified,  continue as to a person who has
         ceased to be a director,  officer, employee or agent and shall inure to
         the  benefit  of the  heirs,  executors  and  administrators  of such a
         person.

                  (k) The Court of  Chancery  is hereby  vested  with  exclusive
         jurisdiction  to hear and  determine  all  actions for  advancement  of
         expenses or  indemnification  brought  under this  section or under any
         bylaw, agreement,  vote of stockholders or disinterested  directors, or
         otherwise.   The  Court  of   Chancery   may   summarily   determine  a
         corporation's  obligation  to advance  expenses  (including  attorneys'
         fees).

         The Company  maintains a directors  and officers  insurance and company
reimbursement   policy.  The  policy  insures  directors  and  officers  against
unindemnified  loss arising from certain  wrongful acts in their  capacities and
reimburses  the  Company  for such  loss for  which  the  Company  has  lawfully
indemnified the directors and officers.  The policy contains various exclusions,
none of which relate to the offering hereunder.  The Company also has agreements
with its directors and officers providing for the indemnification  thereof under
certain circumstances.

                                      II-5

<PAGE>
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         *4(a)  -     Certificate of  Incorporation  of the Company (Exhibit 3.2
                      to Registrant's  Registration  Statement on Form S-4 filed
                      May 12, 1994) (Reg. No. 33-53591) (the "Merger Proxy")).

         *4(b)  -     Bylaws of the Company (Exhibit 3.4 to the Merger Proxy).

          4(c)  -     Handy & Harman's 401(k) Retirement and Savings Plan.

         *4(d)  -     The Company's 1991 Incentive and Nonqualified Stock Option
                      Plan  (Exhibit   4(c))  to  the   Company's   Registration
                      Statement on Form S-8 filed with the Commission  (Reg. No.
                      33-53037).

          4(e)  -     Amendment  No.  3 to  the  Company's  1991  Incentive  and
                      Nonqualified Stock Option Plan.

          4(f)  -     The Company's 1997 Directors Stock Option Plan.

          5     -     Opinion of Olshan Grundman Frome & Rosenzweig LLP.

         23(a)  -     Consent of PricewaterhouseCoopers  LLP, independent public
                      accountants.

         23(b)  -     Consent  of KPMG  Peat  Marwick  LLP,  independent  public
                      accountants.

    *24(b)  -         Consent  of  Olshan   Grundman   Frome  &  Rosenzweig  LLP
                      (included in its opinion filed as Exhibit 5).

         25     -     Powers of Attorney (included on page II-11).

------------------
         *   Indicates exhibits incorporated by reference herein.

ITEM 9.  UNDERTAKINGS.

         A.       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
                                    the  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 the  Registration
                                    Statement;

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


                                      II-6
<PAGE>
                           provided, however, that paragraphs (i) and (ii) above
                           do  not  apply  if  the  information  required  to be
                           included  in  a  post-effective  amendment  by  those
                           paragraphs is contained in periodic  reports filed by
                           the registrant pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in the 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; and

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

         B.       The  undersigned   registrant   hereby  undertakes  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 15(d) of the Securities  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  therein,  and the offering of such securities at that
                  time  shall be deemed  to be the  initial  bona fide  offering
                  thereof.

         C.       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  Exchange
                  Commission  such  indemnification  is against public policy as
                  expressed  in the  Securities  Act of 1933 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 a
                  controlling  precedent,  submit  to  a  court  of  appropriate
                  jurisdiction the question whether such  indemnification  by it
                  is against public policy as expressed in the Securities Act of
                  1933 and will be  governed by the final  adjudication  of such
                  issue.

         D.       The  undersigned  registrant  hereby  undertakes to deliver or
                  cause to be delivered with the  prospectus,  to each person to
                  whom  the   prospectus  is  sent  or  given,  a  copy  of  the
                  registrant's  latest  annual  report to  stockholders  that is
                  incorporated  by reference  in the  prospectus  and  furnished
                  pursuant to and meeting the requirements of Rule 14a-3 or Rule
                  14c-3 under the  Securities  Exchange Act of 1934;  and, where
                  interim  financial  information  required to be  presented  by
                  Article  3  of  Regulation   S-X  is  not  set  forth  in  the
                  prospectus,  to  deliver,  or  cause to be  delivered  to each
                  person to whom the  prospectus  is sent or given,  the  latest
                  quarterly   report  that  is   specifically   incorporated  by
                  reference in the prospectus to provide such interim  financial
                  information.

                                      II-7

<PAGE>
         E.       The  undersigned  registrant  hereby  undertakes  that  it has
                  submitted the plan and any amendments  thereto to the Internal
                  Revenue  Service  ("IRS")  in a timely  manner and has made or
                  will make all changes  required by the IRS in order to qualify
                  the plan.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for 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 New  York,  State of New  York,  on this 21st day of
September, 1998.

                                       WHX CORPORATION


                                       /S/ RONALD LABOW
                                       -----------------------------------------
                                       Ronald LaBow, Principal Executive Officer

                       POWER OF ATTORNEYS AND SIGNATORIES

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the date  indicated.  Each of the  undersigned  officers  and
directors of the Registrant  hereby  constitutes  and appoints  Ronald LaBow and
Marvin Olshan, and each of them singly, as true and lawful attorneys-in-fact and
agents with full power of substitution and  resubstitution,  for him in his name
in  any  and  all  capacities,   to  sign  any  and  all  amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission and to prepare any and all exhibits thereto,
and other documents in connection  therewith,  and to make any applicable  state
securities  law or blue sky filings,  granting unto said  attorneys-in-fact  and
agents,  full power and authority to do and perform each and every act and thing
requisite or necessary  to be done to enable the  Registrant  to comply with the
provisions of the Securities Act of 1933, as amended,  and all  requirements  of
the Securities and Exchange Commission,  as fully to all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact  and agents, or their substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.


     SIGNATURE                       TITLE                        DATE
     ---------                       -----                        ----


/S/ RONALD LABOW           Director (Principal Executive     September 21, 1998
----------------------     Officer)
Ronald LaBow


/S/ ARNOLD NANCE           (Principal Financial Officer      September 21, 1998
----------------------     and Principal Accounting
Arnold Nance               Officer)




/S/ NEIL D. ARNOLD         Director                          September 21, 1998
----------------------
Neil D. Arnold



/S/ PAUL W. BUCHA          Director                          September 21, 1998
----------------------
Paul W. Bucha



                                      II-8

<PAGE>






/S/ ROBERT A. DAVIDOW      Director                          September 21, 1998
----------------------
Robert A. Davidow



/S/ WILLIAM GOLDSMITH      Director                          September 21, 1998
----------------------
William Goldsmith



/S/ MARVIN OLSHAN          Director                          September 21, 1998
----------------------
Marvin Olshan



/S/ RAYMOND S. TROUBH      Director                          September 21, 1998
----------------------
Raymond S. Troubh







                                      II-9

<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
members of the Handy & Harman  Savings Plan  Administrative  Committee have duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized,  in the City of New York, State of New
York, on this 23rd day of September, 1998.





                                                      /S/ PAUL E. DIXON
                                                      -----------------
                                                      Paul E. Dixon
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 79732}]
{"company-data": {"conformed-name": "WHX CORP", "cik": "0000106618", "assigned-sic": "3312", "irs-number": "133768097", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64217", "film-number": "98714413"}, "business-address": {"street1": "110 EAST 59TH ST", "street2": "30TH FL", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2123555200"}, "mail-address": {"street1": "1134 MARKET STREET", "city": "WHEELING", "state": "WV", "zip": "26003"}, "former-company": [{"former-conformed-name": "WHEELING PITTSBURGH CORP", "date-changed": "19920703"}, {"former-conformed-name": "WHEELING PITTSBURGH STEEL CORP", "date-changed": "19910130"}, {"former-conformed-name": "WHEELING STEEL CORP", "date-changed": "19690202"}]}
As filed with the Securities and Exchange Commission on September 24, 1998
                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                             ----------------------
                                 WHX CORPORATION

          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)

                WHX CORPORATION 1997 DIRECTORS STOCK OPTION PLAN
                1991 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
                       OF WHEELING-PITTSBURGH CORPORATION
                      HANDY & HARMAN 401(K) RETIREMENT PLAN
                            (Full title of the plan)

                                  RONALD LABOW
                              CHAIRMAN OF THE BOARD
                                 WHX CORPORATION
                              110 EAST 59TH STREET
                            NEW YORK, NEW YORK 10022
                     (Name and address of agent for service)

                                  (212)355-5200
          (Telephone number, including area code, of agent for service)

                                 WITH A COPY TO:
          STEVEN WOLOSKY, ESQ., OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
            505 PARK AVENUE, NEW YORK, NEW YORK 10022 (212) 753-7200

            Approximate date of proposed sales pursuant to the plan:
   FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                               Proposed                 Proposed
                                                                maximum                  maximum
        Title of                     Amount                    offering                 aggregate               Amount of
       securities                     to be                      price                  offering              registration
    to be registered              registered(1)                per share                  price                    fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock par
value, .01 per
share....................                 400,000(2)                $12.30(2)             $4,920,000(2)           $1,451.40(2)
--------------------------------------------------------------------------------------------------------------------------------
Common Stock par
value, $.01 per
share....................               1,000,000(3)                $14.03(3)            $14,030,000(3)           $4,138.85(3)
--------------------------------------------------------------------------------------------------------------------------------
Common Stock par
value, $.01 per
share....................                 500,000(4)                $12.50(4)             $6,250,000(4)           $1,843.75(4)
================================================================================================================================
(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests  to be  offered  or sold  pursuant  to the  employee  benefit
         plan(s)  described  herein.  There  are  also  registered  hereby  such
         indeterminate  number of shares of Common Stock as may become  issuable
         by reason of the operation of the anti-dilution provisions of the plans
         and the options.
(2)      Includes  150,000  shares with respect to which options were granted at
         an exercise  price of $11.8125 and 30,000  shares with respect to which
         options  were  granted at an exercise  price of $13.25.  An  additional
         220,000  shares are to be offered at prices not  presently  determined.
         Pursuant to Rule 457(h), the offering price for these additional shares
         is estimated solely for the purpose of determining the registration fee
         and is based on the $12.50 per share average high and low prices of the
         Common Stock on the New York Stock Exchange on September 21, 1998.
(3)      Includes  349,708  shares with respect to which options were granted at
         an exercise  price of  $16.625,  57,607  shares  with  respect to which
         options were granted at an exercise price of $13.8125 and 10,000 shares
         with  respect to which  options  were  granted at an exercise  price of
         $13.3125.  An additional 582,685 shares are to be offered at prices not
         presently  determined.  Pursuant to Rule 457(h), the offering price for
         these  additional  shares  is  estimated  solely  for  the  purpose  of
         determining the  registration  fee and is based on the $12.50 per share
         average  high and low prices of the Common  Stock on the New York Stock
         Exchange on September 21, 1998.
(4)      Estimated  pursuant to Rule 457(h) solely for purposes of computing the
         registration  fee and is based on the $12.50 per share average high and
         low  prices  of the  Common  Stock on the New York  Stock  Exchange  on
         September 21, 1998.

                                       -2-
SUBJECT TO COMPLETION, DATED SEPTEMBER 24, 1998

PROSPECTUS

                                1,900,000 SHARES

                                 WHX CORPORATION
                          Common Stock ($.01 par value)

         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders (the "Selling Shareholders") of shares (the "Shares") of the Common
Stock,  $.01 par value (the "Common Stock"),  of WHX Corporation (the "Company")
that may be issued by the Company to the Selling  Shareholders upon the exercise
of outstanding stock options granted pursuant to the 1997 Directors Stock Option
Plan (the "Directors Plan"),  the 1991 Incentive and Non-Qualified  Stock Option
Plan (the "1991  Plan") of the Company or pursuant to the Handy & Harman  401(k)
Retirement  Plan (the  "401(k)  Plan").  The offer and sale of the Shares to the
Selling  Shareholders  were  previously  registered  under the Securities Act of
1933, as amended (the "Securities  Act"). With respect to the Shares that may be
issued to any of the  Selling  Shareholders  or  additional  persons  who may be
deemed  affiliates  under the Directors Plan, the 1991 Plan and the 401(k) Plan,
this Prospectus also relates to certain Shares underlying options which have not
as of this date been granted. If and when such options are granted,  the Company
will  distribute a Prospectus  Supplement as required by the Act. The Shares are
being reoffered and resold for the account of the Selling  Shareholders  and the
Company will not receive any of the proceeds from the resale of the Shares.

         The Selling  Shareholders  have  advised the Company that the resale of
their Shares may be effected  from time to time in one or more  transactions  on
the New York Stock Exchange,  in negotiated  transactions or otherwise at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan of  Distribution."  The Company will bear all expenses in connection  with
the preparation of this Prospectus.

         The  Common  Stock of the  Company  is  traded  on the New  York  Stock
Exchange  under the symbol "WHX." On September  21, 1998,  the closing price for
the Common Stock, as reported by the New York Stock Exchange, was $12.625.

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
            SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
            PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                  The date of this Prospectus is _______, 1998.

                                       -3-
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549; Northwest Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor,  New York,  New York 10048.  Copies of such material can be obtained from
the Public  Reference  Section of the Commission at Judiciary  Plaza,  450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.

                                TABLE OF CONTENTS

AVAILABLE INFORMATION........................................................4

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................5

GENERAL INFORMATION..........................................................6

RISK FACTORS.................................................................6

USE OF PROCEEDS.............................................................12

SELLING SHAREHOLDERS........................................................12

PLAN OF DISTRIBUTION........................................................13

LEGAL MATTERS...............................................................13

EXPERTS.....................................................................13

ADDITIONAL INFORMATION......................................................13

                                       -4-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company's  Annual  Report on Form 10-K for the year ended  December
31, 1997 and Form 10-Q for the  quarters  ended March 31, 1998 and June 30, 1998
are  incorporated  by reference in this  Prospectus  and shall be deemed to be a
part  hereof.  All  documents  subsequently  filed by the  Company  pursuant  to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination
of this offering,  are deemed to be incorporated by reference in this Prospectus
and  shall  be  deemed  to be a part  hereof  from the  date of  filing  of such
documents.

         The  description  of the  Company's  Common  Stock is  contained in the
Company's Registration Statement on Form 8-B filed June 24, 1994.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to Marvin Olshan, Secretary, WHX Corporation,  110 East 59th Street,
New York,  New York 10022.  Oral  requests  should be  directed to such  officer
(telephone number (212) 355-5200).

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

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling  Shareholder.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.

                                       -5-
GENERAL INFORMATION

         The Company is a holding  company that has been  structured  to acquire
and operate a diverse  group of  businesses  on a  decentralized  basis,  with a
corporate staff providing strategic direction and support. The Company's primary
businesses  currently are Handy & Harman  ("H&H"),  a diversified  manufacturing
company whose strategic  business segments  encompass,  among others,  specialty
wire and tubing,  and precious metals  plating,  stamping and  fabrication,  and
Wheeling-Pittsburgh Corporation ("WPC"), a vertically integrated manufacturer of
value-added  and flat rolled steel  products.  The  Company's  other  businesses
include  Unimast  Incorporated  ("Unimast"),  a  leading  manufacturer  of steel
framing and other products for commercial and residential  construction  and WHX
Entertainment  Corp.,  a co-owner  of a  racetrack  and video  lottery  facility
located in Wheeling, West Virginia. The Company believes that its businesses are
characterized by leading positions in their respective niches resulting from low
cost structures,  strong  managements,  high quality and service,  and extensive
offerings of value-added products. The Company's principal executive offices are
located  at 110 East  59th  Street,  New York,  New York  10022.  The  Company's
telephone number at such location is (212) 355-5200.

         The Shares  offered  hereby  were or will be  purchased  by the Selling
Shareholders  upon  exercise  of  options  granted  to them or are issued by the
Company  pursuant  to the  401(k)  Plan and will be sold for the  account of the
Selling Shareholders.

                                  RISK FACTORS

SIGNIFICANT OUTSTANDING INDEBTEDNESS OF THE COMPANY

         The Company has substantial indebtedness and debt service requirements.
At June 30, 1998,  the  Company's  total  consolidated  indebtedness  was $987.3
million (excluding margin borrowings).  Additionally, the Company's subsidiaries
have   significant   additional   borrowing   capacity  under  their  respective
outstanding credit facilities.

         The Company's level of indebtedness will have several important effects
on its future operations,  including the following: (a) a significant portion of
the  Company's  cash flow from  operations  will be  dedicated to the payment of
interest on and  principal of its  indebtedness  and will not be  available  for
other purposes;  (b) the financial covenants and other restrictions contained in
the $350.0  million of 10 1/2%  Senior  Notes  issued by the Company on April 7,
1998,  the $275.0  million of 9 1/4% Senior  Notes issued by WPC on November 26,
1997 (the "WPC 9 1/4 Notes"),  the WPSC Revolving Credit Facility with Citibank,
N.A. which provides for borrowing for general corporate purposes of up to $150.0
million,  and with a $35.0  million  sublimit  for  letters of credit (the "WPSC
Revolving  Credit  Facility"),  a $50.0 million  letter of credit  facility with
Citibank, N.A. and a revolving credit facility between H&H and several financial
institutions  as lenders and Citibank,  N.A. as  administrative  agent(the  "H&H
Revolving Credit Facility"),  require the Company's subsidiaries and H&H, as the
case may be, to meet certain  financial  tests and limit its or their ability to
borrow  additional funds or to dispose of assets;  and (c) the Company's ability
to obtain additional financing in the future for working capital, postretirement
health care and pension funding,  capital  expenditures,  acquisitions,  general
corporate  purposes or other purposes may be impaired.  The Company's ability to
make scheduled  payments or to refinance its debt  obligations  will depend upon
its future  financial  and  operating  performance,  which will be  affected  by
prevailing  economic  conditions  and  financial,  business  and other  factors,
certain of which are  beyond its  control.  There can be no  assurance  that the
Company's operating results,  cash flow and capital resources will be sufficient
for payment of its indebtedness in the future.  In the absence of such operating
results and resources, the Company could face substantial liquidity problems and
might be required to dispose of material  assets or  operations to meet its debt
service and

                                       -6-
other obligations,  and there can be no assurance as to the timing of such sales
or the proceeds  that the Company could  realize  therefrom.  If the Company has
difficulty in servicing its indebtedness,  it may be forced to take actions such
as reducing or delaying  planned  expansion  and capital  expenditures,  selling
assets,  restructuring  or refinancing its  indebtedness  or seeking  additional
equity capital.  There can be no assurance that any of these strategies could be
effected on satisfactory terms, if at all.

         An  inability  of the  Company's  subsidiaries  to meet  the  financial
covenants  contained  in  their  indebtedness  instruments  could  result  in an
acceleration of amounts due thereunder.  In the event the Company's subsidiaries
are unable to make required  payments or otherwise  comply with the terms of its
indebtedness,  the holders of such indebtedness could accelerate the obligations
of the Company  thereunder,  which could  result in the Company  being forced to
seek protection under applicable bankruptcy laws or in an involuntary bankruptcy
proceeding  being brought against the Company.  If it becomes  necessary for the
Company  to  refinance  all or a  portion  of its  indebtedness  on or  prior to
maturity  there can be no assurance that the Company will be able to effect such
refinancing on commercially reasonable terms or at all.

         A portion of the  Company's  outstanding  indebtedness,  including  all
borrowings under the WPSC Revolving  Credit  Facility,  the H&H Revolving Credit
Facility and the WPC Term Loan Agreement, bears interest at floating rates. As a
result,  the  Company's  results  of  operations  and  ability  to  service  its
indebtedness will be affected by future fluctuations in interest rates.

IMPACT OF STRIKE; RESUMPTION OF OPERATIONS

         WPC's ten-month strike, which ended in August 1997 (the "Strike"),  has
had a material  adverse effect on WPC's and the Company's  results of operations
and may  continue to  adversely  affect WPC and the Company for the near future.
The  Company  reported  losses  for the  fourth  quarter of 1996 and each of the
quarters of 1997 of $34.6 million,  $40.7 million,  $31.1 million, $91.4 million
and $36.5 million, respectively. Included in the losses for the third and fourth
quarters of 1997 are pre-tax  charges of $88.9 and $3.8  million,  respectively,
primarily associated with the costs attributable to the New Labor Agreement. The
Company  reported  net income for the first two quarters of 1998 of $1.1 million
and $14.1 million,  respectively,  and net income of $8.9 million for the second
quarter of 1998.  Although WPC is  currently  producing  and  shipping  near its
pre-Strike  production  levels  and  shipping  close  to its  historical  mix of
products, there can be no assurance that such levels will be maintained.

SENSITIVITY OF RESULTS OF OPERATIONS TO REALIZED STEEL PRICES

         The  Company's  results of  operations  are  significantly  affected by
relatively small variations (on a percentage basis) in the realized sales prices
of WPC's products,  which, in turn,  depend upon both the prevailing  prices for
steel and the demand for  particular  products.  During the first nine months of
1996, WPC shipped  approximately 1.9 million tons, and realized an average sales
price per ton of  approximately  $514.  A one percent  decrease in this  average
realized  price would have  resulted  in a decrease  in net sales and  operating
income  of  approximately  $9.8  million.  WPC  sells  approximately  75% of its
products at spot prices (including shipments to joint ventures Wheeling-Nisshin,
Inc. ("W- N") and Ohio Coatings Company ("OCC") under supply contracts at prices
approximating spot prices).  WPC believes its percentage of sales at spot prices
is  higher  than  that of  many  of its  domestic  integrated  competitors.  WPC
therefore  may be affected by steel price  decreases  more  quickly than many of
WPC's competitors.

                                       -7-
POSSIBILITY OF MONETARY AND INJUNCTIVE PENALTIES IN CONNECTION WITH SEC
ENFORCEMENT ACTION

         On March 31,  1997,  the  Company  through SB  Acquisition  Corp.  ("SB
Acquisition"), a wholly-owned subsidiary, commenced a tender offer for shares of
Dynamics  Corporation of America,  Inc. ("DCA"), a NYSE-listed company. On April
14,  1997,  DCA  commenced  an action  against the Company in the United  States
District Court for the District of  Connecticut,  alleging,  among other things,
that the Company's  tender offer violated  Section 14(d) of the Exchange Act and
the rules thereunder (the "DCA Action").  The Company denied all allegations and
contested the action.  On April 29, 1997,  Judge Gerard L. Goettel of the United
States  District  Court,  District of  Connecticut,  issued an order  granting a
motion for a  preliminary  injunction  filed by DCA  against  the Company and SB
Acquisition.  The  District  Court found that the  disclosure  contained  in the
Company's tender offer materials to DCA shareholders was improper because (i) it
stated that under certain  circumstances the Company "may be required" to comply
with Section 912(b) of the New York Business  Corporation Law and a provision in
DCA's charter,  instead of disclosing  that the Company "will be required" to do
so and (ii) it failed to disclose the  Company's  future plans in the event that
it was prohibited  from merging with DCA for five years.  The Court (i) directed
the  Company and SB  Acquisition  to make  "further  and  complete  disclosures"
pertaining to those subjects described above and (ii) specified that such tender
offer be  extended  for an  additional  twenty  days.  This  order was  promptly
complied  with in all  respects  by WHX and SB  Acquisition.  The DCA Action was
later discontinued by stipulation between the parties.

         On April 8, 1997, the  Commission  entered an Order  Directing  Private
Investigation  concerning possible violations of Sections 14(d) and 14(e) of the
Exchange Act and Rules  14d-10(a)(1) and 14e-1(b)  thereunder in connection with
the  Company's  tender offer for DCA.  The Company  fully  cooperated  with this
investigation.  The Staff of the Division of Enforcement of the Commission  (the
"SEC Enforcement  Staff") has advised the Company's  counsel that the Commission
has authorized the initiation of administrative  proceedings seeking a cease and
desist  order  pertaining  to  alleged  violations  of Section  14(d)(4)  of the
Exchange Act and Rule 14d-10(a)(1) based on the Company's inclusion of a "record
holder  condition"  in the DCA tender offer.  This  condition was removed by the
Company  shortly  after the  tender  offer  began and after the  Commission  had
granted  authority to the SEC Enforcement Staff to seek injunctive  relief.  The
SEC Enforcement Staff also has advised the Company's counsel that the Commission
authorized  the  initiation of  administrative  proceedings  seeking a cease and
desist order and  disgorgement of profits,  pertaining to alleged  violations of
Section  14(d)(4)  of the  Exchange  Act and  Rules  14d-6(d)  and  14d-4(c)  in
connection with the Company's  closing of the DCA tender offer on June 13, 1997.
The SEC Enforcement Staff has asserted that the decision to close the DCA tender
offer and purchase  approximately 10% of DCA's outstanding shares was a material
change in the conditions of such offer,  including its "poison pill  condition,"
"New  York  Business  Corporation  Law  condition"  (NY BCL  Section912(b))  and
"interfering transaction condition," each of which was effected without adequate
notice to DCA shareholders.  According to the SEC Enforcement  Staff, the tender
offer's  conditions  precluded  the  Company  from  closing as long as (i) DCA's
"poison  pill"  remained  in  place,   even  if  the  Company   acquired  shares
insufficient  to  trigger  the  "poison  pill",   (ii)  the  New  York  Business
Corporation  Law condition  could affect the intended merger with DCA, and (iii)
DCA's merger agreement with another company, CTS Corporation, remained in place.

         On  June  25,  1998,  the  Commission   instituted  an   administrative
proceeding  against the Company alleging that it had violated certain Commission
rules in  connection  with the tender offer for DCA  commenced on March 31, 1997
through SB Acquisition Corp. (the "Offer").  Specifically, the Order instituting
Proceedings  (the "Order") alleges that, in its initial form, the Offer violated
the "All Holders Rule," Rule  14d-10(a)(1)  under the Exchange Act, based on the
Company's  inclusion of a "record holder condition" in the Offer. No shareholder
had

                                       -8-
tendered any shares at the time the  condition  was removed.  The Order  further
alleges that the Company violated Rules 14d-4(c) and 14d-6(d) under the Exchange
Act upon expiration of the Offer, by allegedly  waiving  material  conditions to
the Offer without prior notice to shareholders and purchasing the  approximately
10.6% of DCA's  outstanding  shares tendered pursuant to the offer. The SEC does
not claim that the Offer was intended to or in fact defrauded any investor.

         The Order  institutes  proceedings to determine  whether the Commission
should  enter an order  requiring  the  Company  (a) to cease  and  desist  from
committing  or causing any future  violation  of the rules  alleged to have been
violated and (b) to pay  approximately  $1.3 million in disgorgement of profits.
The Company has filed an Answer denying any violations and seeking  dismissal of
the proceeding. Although there can be no assurance that an adverse decision will
not be rendered,  the Company  intends to  vigorously  defend  against the SEC's
charges.

JOINT VENTURE OBLIGATIONS

         WPC has certain commitments and contingent  obligations with respect to
the OCC joint venture including the following:  (i) WPC is required,  along with
Dong Yang Tinplate Ltd. ("Dong Yang"), to contribute  additional funds to OCC to
cover its pro rata share of any cost  overruns and working  capital needs of OCC
to the extent that OCC is unable to otherwise  finance such amounts (the Company
anticipates that its pro rata share of such funding  obligations will be between
$5.0  million  and $10.0  million  through  December  31,  1998) and (ii) WPC is
jointly and  severally  liable,  together  with Dong Yang, to contribute to OCC,
either as a loan or a capital  contribution,  amounts sufficient to cure certain
defaults  and  violations  of certain  financial  covenants  of OCC under  OCC's
borrowing facility if such violations should occur. The facility currently has a
maximum  availability  of $17.0  million.  OCC is  negotiating  to increase such
borrowing  facility  from  $17.0  million  to $20.0  million  and in  connection
therewith Dong Yang and WPC may agree to jointly and severally  guarantee all of
such obligations.

SUBSTANTIAL CAPITAL EXPENDITURE REQUIREMENTS

         WPC operates in a capital intensive  industry.  From 1993 through 1997,
WPC's capital expenditures totalled  approximately $289.3 million. This level of
capital  expenditures  was  used  to  maintain  productive   capacity,   improve
productivity  and upgrade selected  facilities to meet competitive  requirements
and maintain  compliance with environmental laws and regulations,  including the
Clean Air Act Amendments of 1990. The Company anticipates that WPC will fund its
capital  expenditures  in  1998  from  cash on  hand,  funds  available  from an
agreement  to sell,  up to $75.0  million on a  revolving  basis,  an  undivided
percentage  ownership in a designated pool of accounts  receivable  generated by
WPC (the  "Receivables  Facility")  and the WPSC Revolving  Credit  Facility and
funds  generated by operations.  Prior to the resolution of the Strike,  WPC had
delayed most capital  expenditures at the  Strike-affected  plants.  The Company
anticipates that WPC's capital  expenditures will approximate  depreciation,  on
average,  over the next few years. There can be no assurance that the Company or
WPC will have  adequate  funds  from  operations  to make all  required  capital
expenditures  or  that  the  amount  of  future  capital  expenditures  will  be
commensurate with historical averages.

UNCERTAINTY OF IMPACT OF FUTURE COLLECTIVE BARGAINING AGREEMENTS; POSSIBILITY OF
STRIKES

         As of  December  31,  1997,  the United  Steelworkers  of America  (the
"USWA")  represented  approximately  73% of the Company's  employees.  In August
1997,  WPC and the USWA entered into the New Labor  Agreement,  which expires on
September 1, 2002.  There can be no assurance as to the results of  negotiations
of future collective bargaining agreements, whether future collective bargaining
agreements will be negotiated without  production  interruptions or the possible
impact of future collective bargaining agreements,  or the negotiations thereof,
on the

                                       -9-
Company's financial condition and results of operations.  In addition, there can
be no assurance  that strikes  will not occur in the future in  connection  with
labor negotiations or otherwise.

TRANSACTIONS WITH SUBSIDIARIES

         WHX  and  WPC are  jointly  and  severally  obligated  to make  certain
payments to WPSC pursuant to the terms of a keepwell  agreement  entered into in
connection with the WPSC Revolving Credit Facility to maintain certain financial
ratios of WPSC.  WPC has agreed to  indemnify  WHX with  respect to any payments
made by WHX on account of WHX's obligations under such keepwell agreement.  From
time to  time,  there  may be  intercompany  indebtedness  between  WHX and WPC,
resulting from, among other things,  the Tax Sharing  Agreement  between WPC and
WHX (the "Tax  Sharing  Agreement"),  providing  for the  manner of  determining
payments with respect to federal  income tax  liabilities  and benefits  arising
during all periods in which it has been or will be a wholly-owned  subsidiary of
WHX.  To the  extent  WHX has net  liabilities  due WPC,  it may  ultimately  be
required to satisfy such  obligations.  If WPC is obligated to reimburse WHX for
keepwell  payments,  WPC's  obligation to repay such advances is subordinated to
the repayment obligations on the WPC 9 1/4% Notes.

CYCLICALITY

         Historically,  steel industry  performance has been cyclical in nature,
reflecting  changes in industry  capacity as well as the  cyclicality of many of
the  principal  markets it  serves,  including  the  automotive,  appliance  and
construction  industries.  Although total  domestic steel industry  capacity was
substantially  reduced  during the 1980s through  extensive  restructuring,  and
demand has been  particularly  strong since 1993,  with domestic  steel industry
earnings  strong during the  1994-1997  period,  there can be no assurance  that
demand will continue at current levels or that the addition of new minimills and
recent  restarts of  previously  idled  domestic  facilities  will not adversely
impact pricing and margins.

         Additionally, the business operations and profitability of H&H are also
affected by general  economic  conditions,  including the cyclicality of many of
the  principal  markets H&H serves,  including  the  automotive,  appliance  and
construction  industries.  A significant economic downturn could have a material
adverse impact on the profitability of H&H.

POSSIBLE FLUCTUATIONS IN THE COST OF RAW MATERIALS

         WPC's  operations  require   substantial   amounts  of  raw  materials,
including various types of iron ore pellets,  steel scrap,  coal, zinc,  oxygen,
natural gas and  electricity.  The price and availability of these raw materials
are subject to steel industry and general market conditions affecting supply and
demand. Furthermore,  worldwide competition in the steel industry has frequently
limited the  ability of steel  producers  to raise  finished  product  prices to
recover higher raw material costs.  WPC's future  profitability may be adversely
affected to the extent it is unable to pass on higher raw material  costs to its
customers.  In addition,  the Company owns a  substantial  inventory of precious
metals,  including gold, silver and palladium group metals,  the prices of which
fluctuate on a daily basis.  A significant  decline in the prices of some or all
of these metals  could have an adverse  impact on the  financial  results of the
Company.

                                      -10-
COMPETITION

         The domestic steel industry is highly competitive.  Despite significant
reductions in raw steel production  capacity by major domestic  producers in the
1980s,  partially  offset by the recent  minimill  capacity  additions and joint
ventures,  the  domestic  industry  continues to be  threatened  by excess world
capacity.

         WPC  faces  increasing   competitive   pressures  from  other  domestic
integrated producers,  minimills and processors.  Processors compete with WPC in
the areas of slitting, cold rolling and coating. Minimills are generally smaller
volume  steel  producers  that use  ferrous  scrap  metals  as their  basic  raw
material. Compared to integrated producers,  minimills, which rely on less labor
and capital intensive steel production methods,  have certain advantages.  Since
minimills  typically are not unionized,  they have more flexible work rules that
have  resulted  in lower  employment  costs  per net ton  shipped.  Since  1989,
significant  flat  rolled  minimill  capacity  has been  constructed  and  these
minimills  now  compete  with   integrated   producers  in  product  areas  that
traditionally  have  not  faced  significant   competition  from  minimills.  In
addition,  there is significant  additional flat rolled minimill  capacity under
construction or announced with various planned  commissioning  dates in 1998 and
1999. Near term, these minimills and processors are expected to compete with WPC
primarily in the commodity  flat rolled steel  market.  In the  long-term,  such
minimills  and  processors  may also compete  with WPC in producing  value-added
products.  In addition,  the increased  competition in commodity product markets
may influence  certain  integrated  producers to increase  product  offerings to
compete with WPC's custom products.

         During  the  early  1990s,   the  domestic  steel  market   experienced
significant  increases in imports of foreign produced flat rolled products.  The
level of imports, however, after declining somewhat in late 1995 and early 1996,
increased in 1997. The strength of the U.S.  dollar and economy,  as well as the
strength of foreign economies,  can significantly affect the import/export trade
balance  for flat rolled  steel  products.  The status of the trade  balance may
significantly  affect the ability of the new  minimill  capacity to come on-line
without disrupting the domestic flat rolled steel market.

         Wheeling Corrugating and WPC's other fabricating  operations compete in
a large number of regional markets with numerous other  fabricating  operations,
most of which are independent of the major integrated manufacturers. Independent
fabricators  generally  are able to acquire  flat rolled steel  products,  their
basic raw material, at prevailing market prices. There are few barriers to entry
into the  manufacture  of  fabricated  products  in certain  individual  markets
currently served by Wheeling Corrugating (although the geographic breadth of the
markets  served  by  Wheeling  Corrugating  would be hard to  replicate).  Other
competitors,  including domestic integrated producers and minimills,  may decide
to manufacture  fabricated products and compete with Wheeling Corrugating in its
markets.  Such competition may negatively  affect prices that may be obtained in
certain  markets  by  WPC  for  its  fabricated   products.   Many  of  Wheeling
Corrugating's  competitors do not have a unionized workforce and, therefore, may
have lower operating costs than Wheeling Corrugating.

         Materials  such as  aluminum,  cement,  composites,  glass and plastics
compete as substitutes for steel in many markets.

COSTS OF COMPLYING WITH ENVIRONMENTAL STANDARDS

         The  Company,  including  WPC,  and other steel  producers  have become
subject to increasingly  stringent  environmental  standards imposed by Federal,
state and local environmental laws and regulations. WPC has expended, and can be
expected  to be  required  to  expend in the  future,  significant  amounts  for
installation of environmental  control facilities,  remediation of environmental
conditions and other similar matters. The costs of complying with such stringent
environmental

                                      -11-
standards as the new ambient air quality  standards  for ozone and PM2.5 as well
as the climate change treaty negotiations may cause WPC and other domestic steel
producers to be competitively  disadvantaged  vis-a-vis  foreign steel producers
and  producers  of  steel  substitutes,  who may be  subject  to less  stringent
standards.  WPC has also been identified as a potentially  responsible  party at
five  "Superfund"  sites and has been  alleged to be a  potentially  responsible
party at two other  "Superfund"  sites. The Superfund law imposes strict,  joint
and several liability upon potentially responsible parties.

                                 USE OF PROCEEDS

         The  Company  will  receive  the  exercise  price of the  options  when
exercised  by the holders  thereof or the  issuance  of shares  under the 401(k)
Plan.  Such proceeds will be used for working  capital  purposes by the Company.
The Company will not receive any of the proceeds  from the reoffer and resale of
the Shares by the Selling Shareholders.

                              SELLING SHAREHOLDERS

         This  Prospectus  relates to the reoffer and resale of Shares issued or
that may be issued to the  Selling  Shareholders  under the 1997 Plan,  the 1991
Plan or the 401(K) Plan.

         The following table sets forth (i) the number of shares of Common Stock
owned by each  Selling  Shareholder  at  September  1, 1998,  (ii) the number of
Shares to be offered for resale by each Selling Shareholder and (iii) the number
and percentage of shares of Common Stock to be held by each Selling  Shareholder
after completion of the offering.
Number of shares of
                                                                                                      Common Stock/
                                              Number of shares of            Number of            Percentage of Class to
                                             Common Stock Owned at          Shares to be              be Owned After
                                                                            Offered for             Completion of the
                 Name                          September 1, 1998               Resale                  Offering(1)
-----------------------------------      --------------------------     -----------------      --------------------------
Neil D. Arnold (2)                               26,666(3)                 30,000(10)                       26,666/*

Paul W. Bucha(5)                                 26,666(3)                 30,000(10)                       26,666/*

Robert A. Davidow(5)                            126,737(7)                 30,000(10)                      126,737/*

William Goldsmith(6)                             37,333(3)                 30,000(10)                       37,333/*

Marvin L. Olshan(5)                              38,333(7)                 30,000(10)                       38,333/*

Raymond S. Troubh(2)                             34,666(8)                 30,000(10)                       34,666/*

James G. Bradley(9)                                    0                   260,000(10)                           0/0
*        Less than 1%.
(1)      Assumes that all Common Stock  offered by the Selling  Stockholders  is
         sold and that no other  shares of  Common  Stock  owned by the  Selling
         Stockholders are sold.
(2)      Has been a Director of the Company since 1992.
(3)      Consists of shares  issuable  upon the  exercise  of options  presently
         exercisable or exercisable within 60 days hereof.
(4)      Has been a Director of the Company since 1993.  (5) Has been a Director
         of the Company since 1991. (6) Has been a Director of the Company since
         1987.
(7)      Consists of shares  issuable  upon the  exercise  of options  presently
         exercisable or exercisable within 60 days hereof.
(8)      Consists of shares  issuable  upon the  exercise  of options  presently
         exercisable or exercisable within 60 days hereof.
(9)      Has been  Executive  Vice  President of the Company and  President  and
         Chief Executive Officer of WPSC since April 1998.
(10)     Includes  shares  issuable  upon the exercise of options  which are not
         presently exercisable within 60 days hereof.

                                      -12-
PLAN OF DISTRIBUTION

         It is anticipated that all of the Shares will be offered by the Selling
Shareholders  from time to time in the open market,  either  directly or through
brokers  or  agents,  or  in  privately  negotiated  transactions.  The  Selling
Shareholders  have  advised  the  Company  that  they  are  not  parties  to any
agreement, arrangement or understanding as to such sales.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Olshan  Grundman Frome &
Rosenzweig LLP, New York, New York 10022.  Marvin L. Olshan,  a member of Olshan
Grundman  Frome & Rosenzweig  LLP, is a director  and  secretary of the Company.
Marvin L. Olshan and other members of Olshan Grundman Frome & Rosenzweig LLP own
shares of Common Stock and hold options to purchase Common Stock of the Company.

                                     EXPERTS

         The financial statements incorporated in this Registration Statement on
Form S-8 by reference to the Annual Report on Form 10-K of WHX  Corporation  for
the  year  ended  December  31,  1997,  and  the  audited  historical  financial
statements  included within Item 7(a) of WHX Corporation's  Form 8-K dated April
14, 1998, have been audited by various  independent  accountants.  The companies
and periods covered by these audits are indicated in the individual accountants'
reports.  Such  financial  statements  have been so  included in reliance on the
reports of the various  independent  accountants  given on the authority of such
firms as experts in auditing and accounting.

                             ADDITIONAL INFORMATION

         The Company has filed with the Securities and Exchange Commission three
Registration Statements on Form S-8 under the Securities Act with respect to the
Shares offered hereby.  For further  information with respect to the Company and
the securities offered hereby, reference is made to the Registration Statements.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration Statements,  each such statement being qualified in all respects by
such reference.

                                      -13-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the  "Commission")  are incorporated  herein by reference and made a
part hereof:

                  (a) The  Company's  annual  report on Form 10-K for the fiscal
         year ended December 31, 1997, as amended;

                  (b) The Company's quarterly reports on Form 10-Q for the three
         months ended March 31, 1998 and June 30, 1998; and

                  (c) The Company's  current  reports on Form 8-K dated June 22,
         1998, June 10, 1998, April 14, 1998 and March 31, 1998.

         The  description  of  the  Common  Stock  contained  in  the  Company's
Registration Statement on Form 8-B filed June 24, 1994.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

         Marvin Olshan, a member of Olshan Grundman Frome & Rosenzweig LLP, is a
director  and  Secretary of the Company and owns 1,000 shares of Common Stock of
the  Company  and  options to purchase  70,000  shares of Common  Stock.  Steven
Wolosky,  also a member of Olshan  Grundman Frome & Rosenzweig LLP, is Assistant
Secretary of the Company and holds  options to purchase  23,500 shares of Common
Stock.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The Company was incorporated in Delaware.  Article NINTH,  Section A of
the Certificate of Incorporation of the Company provides as follows:

                  NINTH:  A.  A  director  of  the  Corporation   shall  not  be
         personally  liable to the Corporation or its  stockholders for monetary
         damages  for  breach  of  fiduciary  duty  as a  director,  except  for
         liability (i) for any breach of the  director's  duty of loyalty to the
         Corporation or its stockholders, (ii) for acts or omissions not in good
         faith or which involve intentional misconduct or a knowing violation of
         law, (iii) under Section 174 of the Delaware  General  Corporation  Law
         (the  "GCL"),  or (iv) for any  transaction  from  which  the  director
         derived  an  improper  personal  benefit.  If  the  GCL is  amended  to
         authorize corporate action further eliminating or limiting the personal
         liability  of  directors,  then  the  liability  of a  director  of the
         Corporation  shall be  eliminated  or  limited  to the  fullest  extent
         permitted by the GCL, as so amended. Any repeal or modification of this
         Section A by the  stockholders of the  Corporation  shall not adversely
         affect any right or protection of a director of the

                                      II-1
Corporation  with respect to events occurring prior to the time of such
         repeal or modification.

         Article NINTH,  Section B of the  Certificate of  Incorporation  of the
Company provides as follows:

                  B. (1) Each person who was or is made a party or is threatened
         to be made a party to or is involved in any action, suit or proceeding,
         whether civil, criminal, administrative or investigative (hereinafter a
         "proceeding"), by reason of the fact that he or she or a person of whom
         he or she is the legal representative is or was a director,  officer or
         employee of the  Corporation or is or was serving at the request of the
         Corporation  as a  director,  officer,  employee  or agent  of  another
         corporation  or  of  a  partnership,  joint  venture,  trust  or  other
         enterprise,  including  service with respect to employee benefit plans,
         whether the basis of such  proceedings is alleged action in an official
         capacity  as a  director,  officer,  employee  or agent or in any other
         capacity while serving as a director, officer, employee or agent, shall
         be  indemnified  and held  harmless by the  Corporation  to the fullest
         extent  authorized  by the GCL as the same exists or may  hereafter  be
         amended  (but,  in the case of any such  amendment,  only to the extent
         that  such  amendment   permits  the  Corporation  to  provide  broader
         indemnification  rights  than said law  permitted  the  Corporation  to
         provide prior to such  amendment),  against all expense,  liability and
         loss (including attorney's fees,  judgments,  fines, ERISA excise taxes
         or penalties and amounts paid or to be paid in  settlement)  reasonably
         incurred or suffered by such person in  connection  therewith  and such
         indemnification  shall  continue  as to a person who has ceased to be a
         director,  officer, employee or agent and shall inure to the benefit of
         his or her heirs, executors and administrators; provided, however, that
         except as provided in  paragraph  (2) of this Section B with respect to
         proceedings   seeking  to  enforce  rights  to   indemnification,   the
         Corporation shall indemnify any such person seeking  indemnification in
         connection with a proceeding (or part thereof) initiated by such person
         only if such  proceeding  (or part thereof) was authorized by the Board
         of Directors of the Corporation. The right to indemnification conferred
         in this Section B shall be a contract right and shall include the right
         to be paid by the  Corporation  the expenses  incurred in defending any
         such proceeding in advance of its final disposition; provided, however,
         that if the GCL requires,  the payment of such  expenses  incurred by a
         director  or officer in his or her  capacity  as a director  or officer
         (and not in any other  capacity in which  service was or is rendered by
         such person while a director or officer, including, without limitation,
         service  to  an  employee   benefit  plan)  in  advance  of  the  final
         disposition  of a proceeding,  shall be made only under delivery to the
         Corporation  of an  undertaking  by or on  behalf of such  director  or
         officer,  to repay all amounts so advanced  if it shall  ultimately  be
         determined  that  such  director  or  officer  is  not  entitled  to be
         indemnified under this Section B or otherwise.

                  (2) If a claim under  paragraph  (1) of this  Section B is not
         paid in full by the  Corporation  within  thirty  days  after a written
         claim has been  received by the  Corporation,  the  claimant may at any
         time  thereafter  bring suit  against  the  Corporation  to recover the
         unpaid amount of the claim and, if successful in whole or in part,  the
         claimant  shall be entitled to be paid also the expense of  prosecuting
         such  claim.  It shall be a defense to any such  action  (other than an
         action  brought to enforce a claim for  expenses  incurred in defending
         any proceeding in advance of its final  disposition  where the required
         undertaking,  if any is required, has been tendered to the Corporation)
         that the  Claimant has not met the  standards of conduct  which make it
         permissible under the GCL for the Corporation to indemnify the claimant
         for the amount claimed, but the burden of proving such defense shall be
         on the Corporation.  Neither the failure of the Corporation  (including
         its Board of Directors, independent legal counsel

                                      II-2
or stockholders) to have made a determination prior to the commencement
         of such action that  indemnification  of the  claimant is proper in the
         circumstances  because  he or she has met the  applicable  standard  of
         conduct  set  forth  in the GCL,  nor an  actual  determination  by the
         Corporation  (including  its  Board  of  Directors,  independent  legal
         counsel or stockholders)  that the claimant has not met such applicable
         standard  of  conduct,  shall be a  defense  to the  action or create a
         presumption  that the claimant has not met the  applicable  standard of
         conduct.

                  (3) The right to  indemnification  and the payment of expenses
         incurred in defending a proceeding in advance of its final  disposition
         conferred  in this  Section B shall not be exclusive of any other right
         which any  person  may have or  hereafter  acquire  under any  statute,
         provision of the certificate of incorporation,  By-Law, agreement, vote
         of stockholders or disinterested directors or otherwise.

                  (4) The Corporation may maintain insurance, at its expense, to
         protect  itself and any  director,  officer,  employee  or agent of the
         Corporation or another corporation,  partnership,  joint venture, trust
         or other enterprise against any expense,  liability or loss, whether or
         not the  Corporation  would  have the power to  indemnify  such  person
         against such expense,  liability or loss under the General  Corporation
         Law of the State of Delaware.

                  (5) The Corporation may, to the extent authorized from time to
         time by the Board of Directors,  grant rights to  indemnification,  and
         rights to be paid by the Corporation the expenses incurred in defending
         any proceeding in advance of its final disposition, to any agent of the
         Corporation  to the fullest  extent of the provisions of this Section B
         with  respect to the  indemnification  and  advancement  of expenses of
         directors, officers and employees of the Corporation.

         See Item 9(c)  below for  information  regarding  the  position  of the
Commission  with respect to the effect of any  indemnification  for  liabilities
arising under the Securities Act of 1933, as amended.

         Section  145  of the  Delaware  General  Corporation  Law  provides  as
follows:

                  (a) A corporation shall have power to indemnify any person who
         was  or is a  party  or is  threatened  to  be  made  a  party  to  any
         threatened,  pending or completed action,  suit or proceeding,  whether
         civil, criminal,  administrative or investigative (other than action by
         or in the right of the corporation) by reason of the fact that he is or
         was a director, officer, employee or agent of the corporation, or is or
         was serving at the request of the  corporation as a director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or  other  enterprise,  against  expenses  (including  attorneys'
         fees),  judgments,  fines and amounts paid in  settlement  actually and
         reasonably  incurred by the person in connection with such action, suit
         or  proceeding  if the  person  acted in good faith and in a manner the
         person  reasonably  believed  to be in  or  not  opposed  to  the  best
         interests of the corporation,  and, with respect to any criminal action
         or proceeding,  had no reasonable cause to believe the person's conduct
         was  unlawful.  The  termination  of any action,  suit or proceeding by
         judgment,  order,  settlement,  conviction  or  upon  a  plea  of  nolo
         contendere  or  its  equivalent,   shall  not,  of  itself,   create  a
         presumption  that the  person did not act in good faith and in a manner
         which the person  reasonably  believed  to be in or not  opposed to the
         best  interests of the  corporation,  and, with respect to any criminal
         action or proceeding, had reasonable cause to believe that the person's
         conduct was unlawful.

                                      II-3
(b) A corporation shall have power to indemnify any person who
         was  or is a  party  or is  threatened  to  be  made  a  party  to  any
         threatened,  pending or completed  action or suit by or in the right of
         the  corporation  to procure a  judgment  in its favor by reason of the
         fact that the person is or was a director,  officer,  employee or agent
         of  the  corporation,  or is or  was  serving  at  the  request  of the
         corporation  as a  director,  officer,  employee  or agent  of  another
         corporation,  partnership,  joint  venture,  trust or other  enterprise
         against  expenses  (including  attorneys' fees) actually and reasonably
         incurred by the person in connection  with the defense or settlement of
         such  action or suit if the person  acted in good faith and in a manner
         the  person  reasonably  believed  to be in or not  opposed to the best
         interests of the corporation and except that no  indemnification  shall
         be made in  respect  of any  claim,  issue or matter  as to which  such
         person shall have been adjudged to be liable to the corporation  unless
         and only to the extent that the Court of Chancery or the court in which
         such action or suit was brought shall determine upon application  that,
         despite  the   adjudication  of  liability  but  in  view  of  all  the
         circumstances  of the  case,  such  person  is  fairly  and  reasonably
         entitled to indemnity for such expenses  which the Court of Chancery or
         such other court shall deem proper.

                  (c) To the extent that a director,  officer, employee or agent
         of a  corporation  has been  successful  on the merits or  otherwise in
         defense of any action,  suit or proceeding  referred to in  subsections
         (a) and (b) of this  section,  or in  defense  of any  claim,  issue or
         matter therein,  he shall be indemnified  against  expenses  (including
         attorneys' fees) actually and reasonably  incurred by him in connection
         therewith.

                  (d) Any indemnification  under subsections (a) and (b) of this
         section  (unless  ordered by a court) shall be made by the  corporation
         only as  authorized  in the  specific  case upon a  determination  that
         indemnification of the director,  officer,  employee or agent is proper
         in the circumstances because the person has met the applicable standard
         of conduct set forth in subsections  (a) and (b) of this section.  Such
         determination shall be made (1) by a majority vote of the directors who
         are not parties to such action,  suit or  proceeding,  even though less
         than a  quorum,  or (2) if  there  are no  such  directors,  or if such
         directors so direct,  by independent legal counsel in a written opinion
         or (3) by the stockholders.

                  (e)  Expenses  (including  attorneys'  fees)  incurred  by  an
         officer or director in defending any civil, criminal, administrative or
         investigative action, suit or proceeding may be paid by the corporation
         in advance of the final disposition of such action,  suit or proceeding
         upon  receipt of an  undertaking  by or on behalf of such  director  or
         officer to repay such amount if it shall  ultimately be determined that
         he is not entitled to be indemnified  by the  corporation as authorized
         in this section.  Such expenses (including attorneys' fees) incurred by
         other  employees  and  agents  may  be so  paid  upon  such  terms  and
         conditions, if any, as the board of directors deems appropriate.

                  (f) The  indemnification  and advancement of expenses provided
         by, or granted pursuant to, the other subsections of this section shall
         not be deemed  exclusive  of any other  rights to which  those  seeking
         indemnification  or  advancement  of expenses may be entitled under any
         bylaw,  agreement,  vote of stockholders or disinterested  directors or
         otherwise,  both as to action in his official capacity and as to action
         in another capacity while holding such office.

                  (g) A  corporation  shall have power to purchase  and maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee  or  agent of the  corporation,  or is or was  serving  at the
         request

                                      II-4
of the corporation as a director, officer, employee or agent of another
         corporation,  partnership,  joint  venture,  trust or other  enterprise
         against any liability  asserted  against him and incurred by him in any
         such capacity, or arising out of his status as such, whether or not the
         corporation  would  have  the  power  to  indemnify  him  against  such
         liability under this section.

                  (h)  For  purposes  of  this   section,   references  to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a  director,  officer,  employee  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent  corporation as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise,  shall stand in the same  position  under this section with
         respect to the resulting or surviving corporation as he would have with
         respect to such constituent  corporation if its separate  existence had
         continued.

                  (i)  For  purposes  of  this  section,  references  to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines"  shall  include  any excise  taxes  assessed  on a person  with
         respect to any employee benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer,  employee or agent of the corporation which imposes duties on,
         or involves  services by, such director,  officer,  employee,  or agent
         with  respect  to  any  employee  benefit  plan,  its  participants  or
         beneficiaries;  and a person who acted in good faith and in a manner he
         reasonably  believed  to be in the  interest  of the  participants  and
         beneficiaries of an employee benefit plan shall be deemed to have acted
         in a manner "not opposed to the best interests of the  corporation"  as
         referred to in this section.

                  (j) The  indemnification  and advancement of expenses provided
         by, or granted  pursuant  to,  this  section  shall,  unless  otherwise
         provided when  authorized or ratified,  continue as to a person who has
         ceased to be a director,  officer, employee or agent and shall inure to
         the  benefit  of the  heirs,  executors  and  administrators  of such a
         person.

                  (k) The Court of  Chancery  is hereby  vested  with  exclusive
         jurisdiction  to hear and  determine  all  actions for  advancement  of
         expenses or  indemnification  brought  under this  section or under any
         bylaw, agreement,  vote of stockholders or disinterested  directors, or
         otherwise.   The  Court  of   Chancery   may   summarily   determine  a
         corporation's  obligation  to advance  expenses  (including  attorneys'
         fees).

         The Company  maintains a directors  and officers  insurance and company
reimbursement   policy.  The  policy  insures  directors  and  officers  against
unindemnified  loss arising from certain  wrongful acts in their  capacities and
reimburses  the  Company  for such  loss for  which  the  Company  has  lawfully
indemnified the directors and officers.  The policy contains various exclusions,
none of which relate to the offering hereunder.  The Company also has agreements
with its directors and officers providing for the indemnification  thereof under
certain circumstances.

                                      II-5
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         *4(a)  -     Certificate of  Incorporation  of the Company (Exhibit 3.2
                      to Registrant's  Registration  Statement on Form S-4 filed
                      May 12, 1994) (Reg. No. 33-53591) (the "Merger Proxy")).

         *4(b)  -     Bylaws of the Company (Exhibit 3.4 to the Merger Proxy).

          4(c)  -     Handy & Harman's 401(k) Retirement and Savings Plan.

         *4(d)  -     The Company's 1991 Incentive and Nonqualified Stock Option
                      Plan  (Exhibit   4(c))  to  the   Company's   Registration
                      Statement on Form S-8 filed with the Commission  (Reg. No.
                      33-53037).

          4(e)  -     Amendment  No.  3 to  the  Company's  1991  Incentive  and
                      Nonqualified Stock Option Plan.

          4(f)  -     The Company's 1997 Directors Stock Option Plan.

          5     -     Opinion of Olshan Grundman Frome & Rosenzweig LLP.

         23(a)  -     Consent of PricewaterhouseCoopers  LLP, independent public
                      accountants.

         23(b)  -     Consent  of KPMG  Peat  Marwick  LLP,  independent  public
                      accountants.

    *24(b)  -         Consent  of  Olshan   Grundman   Frome  &  Rosenzweig  LLP
                      (included in its opinion filed as Exhibit 5).

         25     -     Powers of Attorney (included on page II-11).

------------------
         *   Indicates exhibits incorporated by reference herein.

ITEM 9.  UNDERTAKINGS.

         A.       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
                                    the  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 the  Registration
                                    Statement;

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

                                      II-6
provided, however, that paragraphs (i) and (ii) above
                           do  not  apply  if  the  information  required  to be
                           included  in  a  post-effective  amendment  by  those
                           paragraphs is contained in periodic  reports filed by
                           the registrant pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in the 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; and

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

         B.       The  undersigned   registrant   hereby  undertakes  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 15(d) of the Securities  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  therein,  and the offering of such securities at that
                  time  shall be deemed  to be the  initial  bona fide  offering
                  thereof.

         C.       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  Exchange
                  Commission  such  indemnification  is against public policy as
                  expressed  in the  Securities  Act of 1933 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 a
                  controlling  precedent,  submit  to  a  court  of  appropriate
                  jurisdiction the question whether such  indemnification  by it
                  is against public policy as expressed in the Securities Act of
                  1933 and will be  governed by the final  adjudication  of such
                  issue.

         D.       The  undersigned  registrant  hereby  undertakes to deliver or
                  cause to be delivered with the  prospectus,  to each person to
                  whom  the   prospectus  is  sent  or  given,  a  copy  of  the
                  registrant's  latest  annual  report to  stockholders  that is
                  incorporated  by reference  in the  prospectus  and  furnished
                  pursuant to and meeting the requirements of Rule 14a-3 or Rule
                  14c-3 under the  Securities  Exchange Act of 1934;  and, where
                  interim  financial  information  required to be  presented  by
                  Article  3  of  Regulation   S-X  is  not  set  forth  in  the
                  prospectus,  to  deliver,  or  cause to be  delivered  to each
                  person to whom the  prospectus  is sent or given,  the  latest
                  quarterly   report  that  is   specifically   incorporated  by
                  reference in the prospectus to provide such interim  financial
                  information.

                                      II-7
E.       The  undersigned  registrant  hereby  undertakes  that  it has
                  submitted the plan and any amendments  thereto to the Internal
                  Revenue  Service  ("IRS")  in a timely  manner and has made or
                  will make all changes  required by the IRS in order to qualify
                  the plan.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for 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 New  York,  State of New  York,  on this 21st day of
September, 1998.

                                       WHX CORPORATION

                                       /S/ RONALD LABOW
                                       -----------------------------------------
                                       Ronald LaBow, Principal Executive Officer

                       POWER OF ATTORNEYS AND SIGNATORIES

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the date  indicated.  Each of the  undersigned  officers  and
directors of the Registrant  hereby  constitutes  and appoints  Ronald LaBow and
Marvin Olshan, and each of them singly, as true and lawful attorneys-in-fact and
agents with full power of substitution and  resubstitution,  for him in his name
in  any  and  all  capacities,   to  sign  any  and  all  amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission and to prepare any and all exhibits thereto,
and other documents in connection  therewith,  and to make any applicable  state
securities  law or blue sky filings,  granting unto said  attorneys-in-fact  and
agents,  full power and authority to do and perform each and every act and thing
requisite or necessary  to be done to enable the  Registrant  to comply with the
provisions of the Securities Act of 1933, as amended,  and all  requirements  of
the Securities and Exchange Commission,  as fully to all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact  and agents, or their substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

     SIGNATURE                       TITLE                        DATE
     ---------                       -----                        ----

/S/ RONALD LABOW           Director (Principal Executive     September 21, 1998
----------------------     Officer)
Ronald LaBow

/S/ ARNOLD NANCE           (Principal Financial Officer      September 21, 1998
----------------------     and Principal Accounting
Arnold Nance               Officer)

/S/ NEIL D. ARNOLD         Director                          September 21, 1998
----------------------
Neil D. Arnold

/S/ PAUL W. BUCHA          Director                          September 21, 1998
----------------------
Paul W. Bucha

                                      II-8
/S/ ROBERT A. DAVIDOW      Director                          September 21, 1998
----------------------
Robert A. Davidow

/S/ WILLIAM GOLDSMITH      Director                          September 21, 1998
----------------------
William Goldsmith

/S/ MARVIN OLSHAN          Director                          September 21, 1998
----------------------
Marvin Olshan

/S/ RAYMOND S. TROUBH      Director                          September 21, 1998
----------------------
Raymond S. Troubh

                                      II-9
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
members of the Handy & Harman  Savings Plan  Administrative  Committee have duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized,  in the City of New York, State of New
York, on this 23rd day of September, 1998.

                                                      /S/ PAUL E. DIXON
                                                      -----------------
                                                      Paul E. Dixon