As filed with the Securities and Exchange Commission on October 2, 1997
                                               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)


                      WHEELING-PITTSBURGH STEEL CORPORATION
                             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
<TABLE>
<CAPTION>
================================================================================================================================
                                                          Proposed                   Proposed
       Title of                                            maximum                    maximum
      securities                  Amount                  offering                   aggregate                 Amount of
         to be                     to be                    price                    offering                registration
      registered               registered(1)              per share                    price                      fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                <C>                    <C>                              <C>

Common Stock
par value, $.01
per
share........                     500,000           $13.219(2)              $6,609,500(2)                    $2,002.88(2)
================================================================================================================================
</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.  (2)  Estimated  pursuant  to Rule  457(h)  solely for
purposes of computing the registration fee and is based on the $13.219 per share
average high and low prices of the Common  Stock on the New York Stock  Exchange
on September 30, 1997.

================================================================================
<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, 1996, as amended;

                  (b) Wheeling-Pittsburgh  Steel Corporation's 401(k) Retirement
         Savings  Plan  Annual  Report on Form 11-K for the  fiscal  year  ended
         December 31, 1996;

                  (c) The Company's quarterly reports on Form 10-Q for the three
         months  and six  months  ended  March  31,  1997  and  June  30,  1997,
         respectively; and

                  (d) The Company's  current report on Form 8-K dated  September
         30, 1997.

         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  40,000  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.

                                      II-1

<PAGE>
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  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

                                      II-2

<PAGE>
         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 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

                                      II-3

<PAGE>
         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,

                                      II-4

<PAGE>
         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.

                  (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.


                                      II-5
<PAGE>
                  (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 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

                                      II-6

<PAGE>
         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-7
<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)  -          WHX's 401(k) Retirement and Savings Plan (Exhibit
                           4(f) to the Company's Registration Statement on
                           Form S-8 filed with the Commission July 29, 1994
                           (Reg. No. 33-54801)).

          5     -          Opinion of Olshan Grundman Frome & Rosenzweig LLP.

         23(a)  -          Consent of Price Waterhouse, independent public
                           accountants.

         23(b)  -          Consent of Coopers & Lybrand, 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)

                                      II-8
<PAGE>
                                    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;

                           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

                                      II-9
<PAGE>
                  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.

         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.

                                      II-10
<PAGE>
                                   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 30th day of
September, 1997.


                                        (Registrant)

                                /S/ John R. Scheessele
                                ----------------------
                                John R. Scheessele, President

                       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.

<TABLE>
<CAPTION>
         Signature                          Title                       Date
         ---------                          -----                       ----


<S>                              <C>                              <C>
/S/ Ronald Labow                 Director                         September 30, 1997
----------------------------
Ronald LaBow


                                 Chief Financial Officer          September 30, 1997
/S/ Frederick G. Chbosky         (Principal Financial Officer
----------------------------     and Principal Accounting
Frederick G. Chbosky             Officer)



                                 President and Director           September 30, 1997
/S/ John R. Scheessele           (Principal Executive Officer)
----------------------------
John R. Scheessele



/S/ Neil D. Arnold               Director                         September 30, 1997
----------------------------
Neil D. Arnold



/S/ Paul W. Bucha                Director                         September 30, 1997
----------------------------
Paul W. Bucha



/S/ Robert A. Davidow            Director                         September 30, 1997
----------------------------
Robert A. Davidow


                                      II-11
<PAGE>
/S/ William Goldsmith            Director                         September 30, 1997
----------------------------
William Goldsmith



/S/ Marvin    Olshan             Director                         September 30, 1997
----------------------------
Marvin Olshan



/S/ Raymond S. Troubh            Director                         September 30, 1997
----------------------------
Raymond S. Troubh



----------------------------     Director                         September 30, 1997
Lynn Williams
</TABLE>




                                      II-12
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
members of the Retirement 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 30th day of September, 1997.


                                        /S/ John W. Testa
                                        -----------------
                                        John W. Testa


                                        /S/ Daniel C. Keaton
                                        --------------------
                                        Daniel C. Keaton
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 38929}]
{"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": "333-36985", "film-number": "97689670"}, "business-address": {"street1": "110 EAST 59TH ST", "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 October 2, 1997
                                               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)

                      WHEELING-PITTSBURGH STEEL CORPORATION
                             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
       Title of                                            maximum                    maximum
      securities                  Amount                  offering                   aggregate                 Amount of
         to be                     to be                    price                    offering                registration
      registered               registered(1)              per share                    price                      fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock
par value, $.01
per
share........                     500,000           $13.219(2)              $6,609,500(2)                    $2,002.88(2)
================================================================================================================================
(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.  (2)  Estimated  pursuant  to Rule  457(h)  solely for
purposes of computing the registration fee and is based on the $13.219 per share
average high and low prices of the Common  Stock on the New York Stock  Exchange
on September 30, 1997.

================================================================================
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, 1996, as amended;

                  (b) Wheeling-Pittsburgh  Steel Corporation's 401(k) Retirement
         Savings  Plan  Annual  Report on Form 11-K for the  fiscal  year  ended
         December 31, 1996;

                  (c) The Company's quarterly reports on Form 10-Q for the three
         months  and six  months  ended  March  31,  1997  and  June  30,  1997,
         respectively; and

                  (d) The Company's  current report on Form 8-K dated  September
         30, 1997.

         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  40,000  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.

                                      II-1
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  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

                                      II-2
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 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

                                      II-3
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,

                                      II-4
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.

                  (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.

                                      II-5
(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 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

                                      II-6
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-7
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)  -          WHX's 401(k) Retirement and Savings Plan (Exhibit
                           4(f) to the Company's Registration Statement on
                           Form S-8 filed with the Commission July 29, 1994
                           (Reg. No. 33-54801)).

          5     -          Opinion of Olshan Grundman Frome & Rosenzweig LLP.

         23(a)  -          Consent of Price Waterhouse, independent public
                           accountants.

         23(b)  -          Consent of Coopers & Lybrand, 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)

                                      II-8
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;

                           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

                                      II-9
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.

         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.

                                      II-10
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 30th day of
September, 1997.

                                        (Registrant)

                                /S/ John R. Scheessele
                                ----------------------
                                John R. Scheessele, President

                       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                         September 30, 1997
----------------------------
Ronald LaBow

                                 Chief Financial Officer          September 30, 1997
/S/ Frederick G. Chbosky         (Principal Financial Officer
----------------------------     and Principal Accounting
Frederick G. Chbosky             Officer)

                                 President and Director           September 30, 1997
/S/ John R. Scheessele           (Principal Executive Officer)
----------------------------
John R. Scheessele

/S/ Neil D. Arnold               Director                         September 30, 1997
----------------------------
Neil D. Arnold

/S/ Paul W. Bucha                Director                         September 30, 1997
----------------------------
Paul W. Bucha

/S/ Robert A. Davidow            Director                         September 30, 1997
----------------------------
Robert A. Davidow

                                      II-11
/S/ William Goldsmith            Director                         September 30, 1997
----------------------------
William Goldsmith

/S/ Marvin    Olshan             Director                         September 30, 1997
----------------------------
Marvin Olshan

/S/ Raymond S. Troubh            Director                         September 30, 1997
----------------------------
Raymond S. Troubh

----------------------------     Director                         September 30, 1997
Lynn Williams
II-12
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
members of the Retirement 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 30th day of September, 1997.

                                        /S/ John W. Testa
                                        -----------------
                                        John W. Testa

                                        /S/ Daniel C. Keaton
                                        --------------------
                                        Daniel C. Keaton