FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


/X/      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

    For the quarterly period ended                 March 31, 2002
                                  ----------------------------------------------


/ /      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

    For the transition period from                  to
                              --------------------------------------------------


          For Quarter Ended March 31, 2002         Commission File Number 1-2394


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


                   DELAWARE                               13-3768097
            (State of Incorporation)                     (IRS Employer
                                                        Identification No.)

                110 East 59th Street
                New York, New York                           10022
  (Address of principal executive offices)                (Zip code)


        Registrant's telephone number, including area code: 212-355-5200


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

The number of shares of Common  Stock issued and  outstanding  as of May 7, 2002
was 16,215,120.






                                 WHX CORPORATION
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)

                                                       Three Months Ended March 31,
                                                            2002         2001
                                                            ----         ----

Net sales                                                $ 147,985    $ 156,071

Cost of goods sold                                         124,892      133,902
                                                         ---------    ---------

Gross profit                                                23,093       22,169

Selling, general and administrative expenses                19,114       21,613
                                                         ---------    ---------

Income from operations                                       3,979          556
                                                         ---------    ---------

Other deductions:
           Interest expense                                  9,210       13,509
           Other income (expense)                            1,355       (3,430)
                                                         ---------    ---------

Income (loss) before taxes, extraordinary item and
   cumulative effect of an accounting change                (3,876)     (16,383)

Tax provision (benefit)                                     (9,717)      (6,189)
                                                         ---------    ---------

Income (loss) before extraordinary item and
   cumulative effect of an accounting change                 5,841      (10,194)

Extraordinary item - net of tax (Note 7)                    18,861          --

Cumulative effect of an accounting change (Note 2)         (44,000)         --
                                                         ---------    --------

Net income (loss)                                          (19,298)     (10,194)

Dividend requirement for preferred stock                     4,775        5,152
                                                         ---------    ---------

Net income (loss) applicable to common stock             $ (24,073)   $ (15,346)
                                                         =========    =========

Basic and Diluted per share of common stock

Income (loss) before extraordinary item and
   cumulative effect of an accounting change             $    0.07    $   (1.05)
Extraordinary item - net of tax                               1.19          --
Cumulative effect of an accounting change - net of tax       (2.77)         --
                                                         ---------    ---------
Net income (loss) per share                              $   (1.51)   $  (1.05)
                                                         =========    =========


See notes to consolidated financial statements.

                                       2





                                 WHX CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET


                                                   March 31,    December 31,
                                                     2002           2001
--------------------------------------------------------------------------------
                                                (Dollars and shares in thousands)
                                                (Unaudited)
ASSETS
Current Assets:
      Cash and cash equivalents                     $   9,597    $   7,875
      Short term investments                          276,618      244,883
      Trade receivables - net                          83,054       67,721
      Inventories                                     113,111      114,835
      Other current assets                             18,800        9,042
                                                    ---------    ---------
                 Total current assets                 501,180      444,356

Advances to WPC                                         8,369        8,369
Note Receivable - WPC                                  31,236       31,005
Property, plant and equipment at cost, less
        accumulated depreciation and amortization     164,874      171,024
Prepaid pension                                        31,394       33,294
Intangibles, net of amortization                      230,836      274,131
Other non-current assets                               19,045       22,844
                                                    ---------    ---------

                                                    $ 986,934    $ 985,023
                                                    =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
     Trade payables                                 $  56,217    $  47,042
     Deferred income taxes - current                    8,982        8,982
     Other current liabilities                         29,176       28,433
     Short-term debt                                  209,964      110,946
     Long-term debt due in one year                      --          2,150
                                                    ---------    ---------
               Total current liabilities              304,339      197,553

Long-term debt                                        368,828      454,359
Loss in excess of investment - WPC                     39,605       39,374
Deferred income taxes - non-current                     3,435        3,435
Other liabilities                                      38,681       33,878
                                                    ---------    ---------
                                                      754,888      728,599

Stockholders' Equity:
     Preferred Stock $.10 par value -
          5,547 shares and 5,571 shares                   555          557
     Common Stock - $.01 par value -
        16,140 shares and 16,070 shares                   161          161
     Accumulated other
        comprehensive loss                             (2,574)      (2,268)
    Additional paid-in capital                        555,902      555,899
    Accumulated earnings (deficit)                   (321,998)    (297,925)
                                                    ---------    ---------
Total stockholders' equity                            232,046      256,424
                                                    ---------    ---------

                                                    $ 986,934    $ 985,023
                                                    =========    =========

See notes to consolidated financial statements.

                                       3





                                 WHX CORPORATION
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

                                                                   Three Months Ended
                                                                         March 31
                                                                     2002       2001
---------------------------------------------------------------------------------------
Cash flows from operating activities:
         Net income (loss)                                        $(19,298)   $(10,194)
         Non cash income and expenses:
               Cumulative effect of an accounting change            44,000
               Depreciation and amortization                         5,240       7,533
               Amortization of debt related costs                      836       1,003
               Extraordinary income                                (18,861)       --
               Other post employment benefits                           48          55
               Deferred income taxes                               (10,157)     (6,189)
               (Gain) loss on sale of assets                            (2)         12
               Equity income in affiliated companies                  (121)       (145)
               Pension expense                                       1,900        --
         Decrease (increase) in working capital elements,
               Trade receivables                                   (15,333)     (1,712)
               Inventories                                           1,724       7,930
               Other current assets                                 (6,969)     (1,264)
               Trade payables                                        9,175       3,265
               Other current liabilities                               533       2,769
               Short-term investments - net                        (31,735)      4,757
               Trading account borrowings                           99,018        --
         Other items-net                                              (493)     (1,483)
                                                                 ---------     -------
               Net cash provided by operating activities            59,505       6,337
                                                                 ---------     -------
Cash flows from investing activities:
          Capital expenditures                                      (1,954)     (4,917)
          Proceeds from sale of property                                 2           2
                                                                 ---------     -------
               Net cash used in investing activities                (1,952)     (4,915)
                                                                 ---------     -------
Cash flows from financing activities:
          Early retirement of long-term debt                       (50,632)       --
          Net (payments)/borrowings of long-term debt               (5,178)      2,435
          Redemption of equity issues                                 --           (18)
          Common stock purchased                                      --           132
                                                                 ---------     -------
               Net cash (used)/provided by financing activities    (55,810)      2,549
                                                                 ---------     -------
Effect of exchange rate changes on net cash                            (21)        (35)
                                                                 ---------     -------
Increase/decrease in cash and cash equivalents                       1,722       3,936

Cash and cash equivalents at beginning of period                     7,875       4,837
                                                                 ---------     -------
Cash and cash equivalents at end of period                        $  9,597    $  8,773
                                                                 =========     =======


See notes to consolidated financial statements.

                                       4





NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

General
-------

                 The  unaudited  condensed   consolidated  financial  statements
        included  herein have been  prepared by the  Company.  In the opinion of
        management,  the  interim  financial  statements  reflect all normal and
        recurring  adjustments  necessary  to present  fairly  the  consolidated
        financial  position  and the results of  operations  and changes in cash
        flows for the interim periods.

                 The  preparation  of financial  statements in  conformity  with
        generally accepted  accounting  principles  requires  management to make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities  and disclosure of contingent  assets and liabilities at the
        date of the financial  statements  and the reported  amounts of revenues
        and expenses  during the reporting  period.  Actual results could differ
        from those estimates.

                 Certain information and footnote  disclosures normally included
        in financial  statements  prepared in accordance with generally accepted
        accounting  principles  have been  condensed or omitted.  This quarterly
        report on Form 10-Q  should be read in  conjunction  with the  Company's
        audited consolidated  financial statements contained in Form 10K for the
        year ended  December 31, 2001. The results of operations for the quarter
        ended March 31, 2002 are not  necessarily  indicative  of the  operating
        results for the full year.

                 The consolidated  financial  statements include the accounts of
        all subsidiary companies except for Wheeling-Pittsburgh  Corporation and
        its subsidiaries. On November 16, 2000, Wheeling-Pittsburgh  Corporation
        ("WPC"), a wholly owned subsidiary of WHX Corporation  ("WHX"),  and six
        of  its  subsidiaries   ("the  WPC  Group")  filed  a  petition  seeking
        reorganization  under  Chapter  11 of  Title  11 of  the  United  States
        Bankruptcy  Code (See Note 1). As a result of the Bankruptcy  Filing the
        Company has, as of November 16, 2000,  deconsolidated  the balance sheet
        of its  wholly  owned  subsidiary  WPC.  Accordingly,  the  accompanying
        consolidated  balance  sheets at March 31, 2002 and December 31, 2001 do
        not  include  any  of  the  assets  or   liabilities  of  WPC,  and  the
        accompanying  consolidated  statement of operations and the consolidated
        statement  of cash flows for the  quarter  ended March 31, 2002 and 2001
        exclude the operating results of WPC.

                  Certain  reclassifications  have  been  made to  prior  period
balances to conform to current period presentation.

Nature of Operations
--------------------

                 WHX  Corporation  ("WHX")  is a holding  company  that has been
        structured to invest in and/or  acquire a diverse group of businesses on
        a decentralized  basis. WHX's primary businesses  currently are: Handy &
        Harman  ("H&H"),  a diversified  manufacturing  company whose  strategic
        business units encompass three segments;  precious metal, wire & tubing,
        and  engineered  materials;  and  Unimast  Incorporated  ("Unimast"),  a
        leading  manufacturer of steel framing and other products for commercial
        and  residential   construction.   WHX's  other  business   consists  of
        Wheeling-Pittsburgh  Corporation ("WPC") and its subsidiaries  including
        Wheeling-Pittsburgh  Steel Corporation ("WPSC" and together with WPC and
        its  other  subsidiaries,  the "WPC  Group"),  a  vertically  integrated
        manufacturer of value-added and flat rolled steel products (see Note 1).
        WHX,  together with all of its subsidiaries  shall be referred to herein
        as the  "Company," and the Company and its  subsidiaries  other than the
        WPC Group shall be referred to herein as the "WHX Group."


Note 1 - WPC Group Bankruptcy
-----------------------------

                 On November 16, 2000, the WPC Group filed  petitions for relief
        under Chapter 11 of the Bankruptcy Code in the United States  Bankruptcy
        Court for the Northern District of Ohio. As a result,  subsequent to the
        commencement of the Bankruptcy Filing, the WPC Group sought and obtained
        several  orders from the  Bankruptcy  Court that were intended to enable
        the WPC Group to continue business operations as  debtors-in-possession.
        Since the  Petition  Date,  the WPC Group's  management  has been in the
        process of stabilizing their businesses and evaluating their operations,
        while continuing to provide uninterrupted services to its customers.

                                       5




                 On November  17, 2000,  the  Bankruptcy  Court  granted the WPC
        Group's  motion to approve a $290 million  Debtor in  Possession  Credit
        Agreement  ("DIP  Credit  Agreement")  provided by  Citibank,  N.A.,  as
        initial issuing bank,  Citicorp U.S.A.,  Inc., as administrative  agent,
        and the DIP  Lenders.  Pursuant to the DIP Credit  Agreement,  Citibank,
        N.A. made term loan advances to the WPC Group up to a maximum  aggregate
        principal  amount of $35 million.  In addition,  the DIP Lenders agreed,
        subject to certain  conditions,  to provide the WPC Group with revolving
        loans,  swing loans and letter of credit  accommodations in an aggregate
        amount  of up to $255  million.  On  January  2,  2002,  the  WPC  Group
        requested and received a reduction in the revolving  loans,  swing loans
        and  letter  of  credit  to a  maximum  aggregate  amount  of up to $175
        million.  In connection with the Bankruptcy  Filing,  WHX had guaranteed
        $30 million of the term loan  portion of the DIP Credit  Agreement  (the
        "Term  Loan") and  deposited in a pledged  asset  account $33 million of
        funds in support of such  guaranty.  Effective  as of June 1, 2001,  WHX
        purchased a participation  interest  comprising an undivided interest in
        the Term Loan in the amount of $30 million,  plus  interest  accrued but
        not  paid on  such  amount  of the  Term  Loan  through  June  1,  2001.
        Concurrently with such transaction, WHX's guaranty of $30 million of the
        Term Loan  described  above was  terminated and the $33 million of funds
        previously  deposited  in a pledged  asset  account  in  support of such
        guaranty  were  released to WHX. WHX paid to Citibank  $30.5  million of
        such  deposited  funds to purchase WHX's  participation  interest in the
        Term Loan.

                   WPC borrowings  outstanding  under the DIP Credit Facility at
        March 31,  2002  include  $34.6  million  Term Loan,  $114.6  million in
        revolving credit borrowings and approximately $2.8 million of letters of
        credit.  WPC borrowings  outstanding  under the DIP Credit  Facility for
        revolving  loans totaled $127.2 million at December 31, 2001. Term loans
        under the DIP Credit  Facility  totaled  $34.4  million at December  31,
        2001. At March 31, 2002,  availability under the DIP Credit Facility was
        $4.6 million. The DIP Credit Facility expires on the earlier of November
        17, 2002 or the completion of a Plan of  Reorganization.  WPC intends to
        have completed a Plan of  Reorganization by November 16, 2002. If a Plan
        of Reorganization is not completed by then, WPC will pursue an extension
        of or a replacement of the current DIP Credit Facility.  There can be no
        guarantee that this will occur.

                 Although the WPC Group expects to file a Plan of Reorganization
        at an appropriate time in the future,  there can be no assurance at this
        time that a Plan of  Reorganization  will be  proposed by the WPC Group,
        approved or confirmed by the Bankruptcy Court, or that such plan will be
        consummated.  The WPC Group  currently has the exclusive right to file a
        Plan of  Reorganization.  The exclusive  filing period has been extended
        most  recently  until May 28,  2002 by the  Bankruptcy  Court at the WPC
        Group's request,  and while the WPC Group intends to request  extensions
        of the exclusivity  period if necessary,  there can be no assurance that
        the Bankruptcy  Court will grant future  extensions.  If the exclusivity
        period were to expire or be terminated,  other interested parties,  such
        as  creditors  of the  WPC  Group,  would  have  the  right  to  propose
        alternative plans of reorganization.

                 During the period  January 1, 2002 through March 31, 2002,  the
        WPC Group incurred a net loss of $41.0  million,  which is not reflected
        in the Company's March 31, 2002 consolidated results of operations. (See
        Note 10)

                 At January 1, 2000,  $136.8 million of the Company's net equity
        represented  its  investment  in the  WPC  Group.  In  addition  to this
        investment, WHX, on November 17, 2000, guaranteed $30 million of the WPC
        Group's  debtor-in-possession  term loan.  Such guaranty was  terminated
        effective  as of June 1, 2001  concurrently  with  WHX's  purchase  of a
        participation  interest  in  the  Term  Loan  as  discussed  above.  The
        recognition of the WPC Group's net loss of $176.6  million,  in the year
        2000,  eliminated the investment's  carrying value of $136.8 million. In
        November of 2000, WHX recorded a liability of $39.8 million representing
        the  excess  of the WPC  Group's  loss over the  carrying  amount of the
        investment.

                 A Settlement and Release Agreement ("Settlement  Agreement") by
        and among WPSC,  WPC, WHX, and certain  affiliates of WPSC, WPC and WHX,
        received approval of the United States Bankruptcy Court for the Northern
        District of Ohio on May 24, 2001,  was entered into on May 25, 2001, and
        became effective on May 29, 2001.  Pursuant to the Settlement  Agreement
        certain  outstanding  claims among the parties  thereto  were  resolved,
        including without limitation, all inter-company receivables and payables
        between the WHX Group and the WPC Group.

                                       6





                 The Settlement Agreement provided, in part, that the Settlement
        Agreement  shall  be  effective  upon  the  occurrence  of  each  of the
        following  transactions,  (i) the payment by WHX to WPC of $17  million;
        (ii) the  exchange of releases  between the WPC Group and the WHX Group;
        (iii)  WHX or its  designee  would  enter  into a binding  agreement  to
        purchase certain assets of  Pittsburgh-Canfield  Corporation ("PCC") for
        $15 million,  plus the assumption of certain trade payables,  subject to
        bidding  procedures as may be established by the bankruptcy  court,  and
        certain  other terms and  conditions;  (iv) the  termination  of the Tax
        Sharing  Agreements  between  WHX and  WPC;  (v) WHX  would  deliver  an
        agreement  to the WPC Group  whereby it agreed not to charge or allocate
        any  pension  obligations,  expenses  or  charges  to the WPC Group with
        respect to the WHX  Pension  Plan,  subject to  certain  limitations  as
        provided  therein,  through and  including  the earlier of the effective
        date of a Plan or Plans of  Reorganization  and December 31, 2002;  (vi)
        the DIP Credit  Agreement  shall have been  amended as  provided  in the
        Settlement  Agreement;  (vii) WPC Land  Corporation  shall  execute such
        instruments  as may be  necessary  to effect the  transfer of title,  to
        WPSC, of certain properties specified in the Settlement  Agreement;  and
        (viii)  the  lenders  party  to the  DIP  Credit  Agreement  shall  have
        consented to the transaction described in the Settlement Agreement. Such
        transactions,   other  than  the   acquisition   of  certain  assets  of
        Pittsburgh-Canfield  Corporation,  all occurred  effective May 29, 2001.
        The sale of certain assets of Pittsburgh-Canfield  Corporation closed on
        June 29, 2001. The PCC agreement  includes a one year repurchase  option
        for the seller.  The  repurchase  price is $15  million  plus the sum of
        environmental expenditures and capital expenditures made by the Company.
        In addition,  the  repurchase  price will be adjusted for any changes in
        working capital.

                 As a result of the total cash  payments  of $32  million to the
        WPC Group by WHX, all intercompany  receivables and liabilities  (except
        for  commercial  trade   transactions),   including  the  liability  for
        redeemable  common stock,  were settled.  In addition,  WHX recorded the
        fair value of the net assets of PCC of $5.4 million.

                 On October 22, 2001, the Bankruptcy Court entered an order (the
        "October Order"),  approving several transactions intended,  among other
        things, to provide the WPC Group with additional  liquidity.  As part of
        the  October  Order,  the  Bankruptcy  Court  approved a  Memorandum  of
        Understanding by and among the Company,  Wheeling-Pittsburgh Corporation
        ("WPC"),  Wheeling-Pittsburgh  Steel Corporation ("WPSC") and the United
        Steelworkers  of America,  AFL-CIO-CLC  ("USWA"),  pursuant to which the
        Company  agreed to provide to WPSC (1) up to $5 million of secured loans
        and $5 million of liquidity  support (part of which consisted of secured
        financing  terms) during the period from the Order  through  January 31,
        2002,  (2) if certain  conditions  are met, an  additional $2 million of
        secured  loans (for an aggregate of $7 million) and the  maintenance  of
        the $5 million of liquidity support referred to above, during the period
        from February 1, 2002 through March 31, 2002,  (the  conditions were not
        met,  accordingly  the additional $2.0 million in secured loans were not
        made), and (3) a $25 million  contribution to a new WPSC defined benefit
        pension  plan  contingent  upon a  confirmed  WPSC  Chapter  11  Plan of
        Reorganization. Through March 31, 2002, WHX had advanced $5.0 million of
        the secured loans and up to $5.5 million of secured financing.  At March
        31, 2002,  the  outstanding  balance of these secured  advances was $5.0
        million and $3.4 million, respectively.

                 The October Order also approved a Supplemental  Agreement among
        the members of the WPC Group and WHX,  under which all of the extensions
        of  credit   referred  to  in  the   preceding   paragraph  are  granted
        super-priority claim status in WPSC's Chapter 11 case and are secured by
        a lien on substantially  all of the assets of WPSC, junior to the liens,
        security  interests  and  super-priority  claims of the  lenders to WPSC
        under  the  DIP  Credit  Agreement.   The  Supplemental  Agreement  also
        provides,  among other  things,  that the Company may sell,  transfer or
        dispose of the stock of WPC free from the  automatic  stay imposed under
        the Bankruptcy Code, and under specified  circumstances  requires WPC to
        support certain changes to the WHX's Pension Plan.

                 Additionally,  the  October  Order  approved  the  terms of the
        Modified  Labor  Agreement  ("MLA") by and among WPC, WPSC and the USWA.
        WHX is not a  party  to the  MLA.  The MLA  modifies  the  current  WPSC
        collective  bargaining  agreement  to provide for,  among other  things,
        immediate reductions in wages and the cost of providing medical benefits
        to active and retired employees in exchange for improvement in wages and
        pension  benefits for hourly  employees upon a confirmed WPSC Chapter 11
        Plan of  Reorganization.  The MLA is  part  of a  comprehensive  support

                                       7





        arrangement that also involves concessions from WPSC salaried employees,
        WPSC's vendors and other constituencies in the Chapter 11 proceedings.

                 In January 2002, WPSC finalized a financial  support plan which
        included a $5.0  million  loan from the State of West  Virginia,  a $7.0
        million loan and a $0.2 million grant from the State of Ohio, a

        $10.0  million in  advance  by the  Unimast  segment  for  future  steel
        purchases,  $4.1 million of which was  delivered  before March 31, 2002,
        and  additional  wage and salary  deferrals from WPSC union and salaried
        employees.  At March 31, 2002, the balance outstanding with the State of
        West Virginia was $5.0 million,  $7.0 million with the State of Ohio and
        $5.9 million ($2.5 million at April 30, 2002) with Unimast.

                   Management of the Company  cannot at this time determine with
        certainty the ultimate outcome of the Chapter 11 proceedings; however it
        is possible that the following outcomes could result:

        o   The WPC Group could  reorganize,  and its creditors  could receive a
            portion of their claims in cash or in stock of WPC or WPSC.

        o   The WPC Group could be sold in its  entirety  or  segments  could be
            sold,  and the  proceeds  from such  sale(s)  would be  utilized  to
            satisfy creditor claims.

        o   The  creditors  could assume  ownership of the WPC Group or WPSC and
            continue to operate such businesses.

                 In each of the above  possible  outcomes,  the WHX Group  would
        have little or no future ownership in or involvement with the WPC Group,
        and the WHX Group  future  cash  obligations  to or on behalf of the WPC
        Group  would be  minimal to none  (other  than the $25  million  pension
        contribution  referred to above).  It is also  possible that none of the
        above  outcomes  would occur and the WPC Group may shut down a number of
        their operations. According to WHX's preliminary evaluation of potential
        pension obligations, if a partial shutdown of the WPC Group's operations
        were  to  occur  in the  immediate  future  WHX's  liability  for  early
        retirement  pension benefits could range from  approximately $80 million
        to $100  million.  It is also  possible  that the WPC Group  could cease
        operations  in  their  entirety  and  this   liability   would  then  be
        significantly  greater.  However,   management  does  not  believe  this
        occurrence is likely. Under current pension law and regulations based on
        WHX's  analysis of the current  funded  status of the pension plan, if a
        partial  shutdown  were to occur after April 1, 2002,  the cash  funding
        obligations  related to such  partial  shutdown  would  likely not begin
        until  2003 and would  extend  over  several  years.  Such cash  funding
        obligations  would  have a  material  adverse  impact on the  liquidity,
        financial   position  and  capital   resources  of  WHX.  WHX's  funding
        obligation and the impact on the Company's liquidity, financial position
        and capital  resources could be  substantially  reduced or eliminated if
        (1) a partial shutdown,  if it occurs, were to occur at such a time that
        the fair market value of the assets of the plan  approximates or exceeds
        the plan's liabilities (including the early retirement benefits),  (2) a
        shutdown were to occur gradually over several years or (3) the number of
        the WPC  Group's  operations  shut down were less than those  assumed in
        estimating the above-mentioned amounts.

                  In connection  with past collective  bargaining  agreements by
        and  between  the WPC  Group and the  United  Steelworkers  of  America,
        AFL-CIO-CLC  ("USWA"),  the WPC Group is  obligated  to provide  certain
        medical  insurance,  life  insurance,  disability  and surviving  spouse
        retirement  benefits to retired  employees and their  dependents  ("OPEB
        Obligations").  WHX is not a  signatory  to  any  of  these  agreements.
        However,  WHX has  separately  agreed to be  contingently  liable  for a
        portion of the OPEB  Obligations.  WHX's contingent  obligation would be
        triggered  in the event that the WPC Group  were to fail to satisfy  its
        OPEB Obligations.  WHX's contingent  obligation is limited to 25% of the
        Accumulated  Post-Retirement  Benefit Obligation with respect to the WPC
        Group's  employees and retirees  represented by the USWA. The total OPEB
        Obligation  disclosed  in WPSC's March 31, 2002  Consolidated  Financial
        Statements   amounted  to  $307.1   million.   WHX  has  estimated  that
        approximately  85% of  employees  and  retirees  entitled  to such  OPEB
        Obligations are represented by the USWA.

                 WHX's  contingency for OPEB Obligations  exists only so long as
        (1) a majority of the directors of WPSC or WPC are affiliated  with WHX;
        (2)  WHX  controls  the  Board  of  Directors  of  WPSC  or WPC  through

                                       8





        appointment  or election of a majority  of such  directors;  or (3) WHX,
        through other means,  exercises a level of control  normally  associated
        with (1) or (2) above.


Note 2 - New Accounting Standards
---------------------------------

              In  July  2001,   FASB   issued   SFAS  141  and  142,   "Business
Combinations"  ("SFAS 141") and "Goodwill and Other  Intangible  Assets"  ("SFAS
142"), respectively. SFAS 141 supercedes Accounting Principles Board Opinion No.
16 ("APB 16"),  "Business  Combinations."  The most significant  changes made by
SFAS 141 are: (1) requiring  that the purchase  method of accounting be used for
all  business  combinations  initiated  after June 30,  2001,  (2)  establishing
specific  criteria for the  recognition  of intangible  assets  separately  from
goodwill,  and (3)  requiring  unallocated  negative  goodwill to be written off
immediately as an extraordinary gain, instead of being amortized.

              SFAS  142  supercedes  APB  17,  "Intangible  Assets".   SFAS  142
primarily addresses the accounting for goodwill and intangible assets subsequent
to their acquisition (i.e., post-acquisition accounting). The provisions of SFAS
142 is effective for fiscal years  beginning after December 15, 2001 and must be
adopted at the beginning of a fiscal year. The most significant  changes made by
SFAS 142 are 1) goodwill and indefinite lived  intangible  assets will no longer
be amortized,  (2) goodwill be will tested for  impairment at least  annually at
the reporting  unit level,  (3)  intangible  assets deemed to have an indefinite
life will be tested for impairment at least annually,  and (4) the  amortization
period of intangible assets with finite lives will no longer be limited to forty
(40) years.

              The  Company  has adopted  the  provisions  of SFAS 142  effective
January 1, 2002.  As a result of the  adoption of SFAS 142, the Company will not
record  amortization  expense  for  existing  goodwill  during  the year  ending
December 31, 2002. The Company recorded  amortization expense of $2.2 million on
this goodwill for the three months ended March 31, 2001. Any  intangible  assets
acquired  or  goodwill  arising  from  transactions  after June 30, 2001 will be
subject to the amortization and non-amortization provisions of SFAS 141 and SFAS
142.  The Company has  recorded a $44.0  million  non-cash  goodwill  impairment
charge  related to the  H&H  Wire Group in the first  quarter of 2002.  This
charge is shown as a  cumulative  effect of an  accounting  change.  The Company
recorded this charge  because the present value of current  estimated  cash flow
projections  will not be sufficient to recover this Group's  recorded  goodwill.
The Company is still committed to this business and expects improved performance
from  this  Group in future  periods  as a result of  management  changes,  cost
reductions, and improving economic conditions.

            The following table provides  comparative earnings per share had the
non-amortization provisions of SFAS 142 been adopted for all periods presented:

(in thousands)
                                                       Three Months Ended March 31,
                                                           2002         2001
                                                       ----------- ----------------
Reported income (loss) before extraordianry item and
   cumulative effect of an accounting change           $   5,841   $  (10,194)

Goodwill amortization                                       --          2,249
                                                       ---------   ----------

Adjusted income (loss) before extraordianry item and
   cumulative effect of an accounting change           $   5,841   $   (7,945)
                                                       =========   ==========

Basic and Diluted per share of common stock:

Reported income (loss) before extraordianry item and
   cumulative effect of an accounting change           $   0.07    $    (1.05)

Goodwill amortization                                       --           0.15
                                                       ---------   ----------

Adjusted income (loss) before extraordianry item and
   cumulative effect of an accounting change           $  0.07     $    (0.90)
                                                       =========   ==========

                                       9




      The changes in the carrying amount of goodwill for the quarter ended March
31, 2002 were as follows:

(in thousands)
                                H&H              H&H         H&H
                              Precious          Wire &    Engineered
                               Metals           Tubing     Materials  Unimast      Total
                              -------------------------------------------------------------

Balance as of January 1, 2002   $ 106,971   $ 104,918    $  43,977   $  17,300   $ 273,166

Impairment loss                      --       (44,000)        --          --       (44,000)
                                ----------------------------------------------------------

Balance at March 31, 2002       $ 106,971   $  60,918    $  43,977   $  17,300   $ 229,166
                                ==========================================================

              As of March  31,  2002,  the  Company  had $1.7  million  of other
intangible  assets,  which will  continue to be amortized  over their  remaining
useful lives ranging from 3 to 17 years.

              In August 2001, the FASB issued Statement No. 143, "Accounting for
Asset Retirement  Obligation",  ("SFAS 143"). SFAS 143 requires that obligations
associated with the retirement of a tangible  long-lived  asset be recorded as a
liability when those obligations are incurred,  with the amount of the liability
initially measured at fair value. Upon initially  recognizing a liability for an
asset-retirement  obligation  ("ARO"),  an entity  must  capitalize  the cost by
recognizing an increase in the carrying amount of the related  long-lived asset.
Over time,  the liability is accreted to its present value each period,  and the
capitalized cost is depreciated over the useful life of the related asset.  Upon
settlement of the  liability,  an entity either  settles the  obligation for its
recorded  amount  or  incurs a gain or loss  upon  settlement.  SFAS 143 will be
effective for the financial  statement for fiscal years beginning after June 15,
2002.  WHX would be required to adopt the provisions of SFAS 143 in fiscal 2003;
however,  SFAS  143 is not  expected  to  have a  significant  effect  on  WHX's
financial statements.

              In October 2001,  the FASB issued  Statement No. 144,  "Accounting
for the  Impairment or Disposal of Long-Lived  Assets",  ("SFAS 144").  SFAS 144
addresses  financial  accounting and reporting for the impairment or disposal of
long-lived  assets.  The Statement  also extends the reporting  requirements  to
report separately, as discontinued operations, components of an entity that have
either been  disposed  of or  classified  as held for sale.  WHX has adopted the
provisions of SFAS 144 as of the  beginning of fiscal 2002.  In April 2002,  WHX
announced that its wholly-owned  subsidiary,  Handy & Harman, had decided to
exit

                                       10




certain of its precious metal  activities.  In accordance with SFAS 144, Handy &
Harman will incur increased  depreciation  expense of approximately $9.0 million
on  equipment  values  during the  remaining  operating  period of the  affected
businesses, estimated to be six months.

Note 3 - Earnings Per Share
---------------------------

                 The  computation  of basic  earnings  per common share is based
        upon the average shares of Common Stock outstanding.  In the computation
        of diluted  earnings  per common  share in the three month  period ended
        March  31,  2002  and  2001,  the  conversion  of  preferred  stock  and
        redeemable  common  stock and  exercise  of  options  would  have had an
        anti-dilutive  effect. A reconciliation of the income and shares used in
        the computation follows:

Reconciliation of Income and Shares in EPS Calculation
(in thousands except per share amounts)

                                                For the Quarter Ended March 31, 2002

                                                    Income         Shares    Per-Share
                                                (Numerator)    (Denominator)  Amount
                                                -----------    -------------  ------

Income before extraordinary item and cumulative
   effect of an accounting change                 $ 5,841
Less: Preferred stock dividends                    (4,775)
                                                  -----

Basic and Diluted EPS
Income available to common stockholders           $ 1,066         15,872        $0.07
                                                  =======        =======        =====

                                                For the Quarter Ended March 31, 2001

                                                    Income        Shares        Per-Share
                                                  (Numerator)  (Denominator)      Amount
                                                  -----------  -------------      ------

Net Loss                                          $(10,194)
Less: Preferred stock dividends                      5,152
                                                  --------

Basic and Diluted EPS
Net Loss available to common stockholders         $(15,346)      14,603         $ (1.05)
                                                  ========       ======         =======

                                       11





     Outstanding stock options for common stock granted to officers,  directors,
key employees and others totaled 6.4 million at March 31, 2002.


Preferred Stock

        The Company has accrued $ 29.3 million representing dividends in arrears
at March 31, 2002 for preferred shares Series A and Series B.

Redeemable Common Stock

        At December  31, 2000  certain  present and former  employees of the WPC
Group held, through an Employee Stock Ownership Plan ("ESOP"), 244,507 shares of
common stock of WHX.  These  employees  received such shares as part of the 1991
Chapter 11 Plan of  Reorganization  in exchange for Series C preferred shares of
Wheeling-Pittsburgh  Steel Corporation (WPC's  predecessor  company prior to the
1990 bankruptcy).  Beneficial owners of such shares who were active employees on
August 15, 1990 and who have either  retired,  died or become  disabled,  or who
reach 30 years of  service,  may sell their  shares to the Company at a price of
$15 or, upon qualified retirement,  $20 per share. These contingent  obligations
are expected to extend over many years,  as participants in the ESOP satisfy the
criteria for selling shares to the Company.  In addition,  each  beneficiary can
direct the ESOP to sell any or all of its common  stock into the public  markets
at any time;  provided,  however,  that the ESOP will not on any day sell in the
public  markets  more than 20% of the  number of shares of Common  Stock  traded
during the previous  day.  Management  had  estimated  the  liability for future
redemptions to be  approximately  $2.6 million at December 31, 2001. As a result
of the  Settlement  Agreement  discussed in Note 1, the liability for redeemable
common  shares was  assumed  by WPC,  accordingly  participants  will sell their
shares to WPC.  Approximately 213,000 shares of Common Stock of WHX were held by
the ESOP at March 31, 2002.


        Note 4 - Comprehensive Income

        Comprehensive  loss for the three month  period ended March 31, 2002 and
2001 is as follows:

(in thousands)

                                                                           Three Months Ended
                                                                               March 31
                                                                           2002        2001
                                                                         ---------   ---------

Net Loss                                                                 $(19,298)   $(10,194)

Other comprehensive loss:
   Foreign currency translation adjustments                                  (306)       (649)

Cumulative effect on equity of SFAS No. 133 adoption - net of tax  (a)       --          (423)

Interest rate swap, net of tax  (a)                                          --          (425)
                                                                         --------    --------

Comprehensive loss                                                       $(19,604)   $(11,691)
                                                                         ========    ========

(a)  Includes  tax benefit of $454 for the  three-month  period
ended March 31, 2001.

                                       12




Accumulated other comprehensive  income (loss) balances as of March 31, 2002 and
December 31, 2001 consisted of foreign currency  translation  adjustments are as
follows:

(in thousands)

March 31, 2002
----------------------------------------

Balance on January 1, 2002                    $ (2,268)
Period change                                     (306)
                                              --------

Balance on March 31, 2002                     $ (2,574)
                                              ========

December 31, 2001
----------------------------------------------

Balance on January 1, 2001                    $ (1,501)
Period change                                     (767)
                                              ---------

Balance on December 31, 2001                  $ (2,268)
                                              =========

Note 5 - Short Term Investments

        Net  realized  and  unrealized  gains and losses on  trading  securities
included in other  income for the first  quarter of 2002 and 2001 were losses of
$0.3 million and $8.3 million, respectively.



Note 6 - Inventory

        Inventories  at March 31, 2002 and  December  31, 2001 are  comprised as
follows:

                                       13





(in thousands)                                                         March 31,  December 31,
                                                                         2002        2001
                                                                     -----------  ------------

Finished products                                                    $  25,661    $  27,327
In-process                                                              18,937       19,457
Raw materials                                                           33,418       33,011
Fine and fabricated precious metal in various stages of completion      36,207       36,027
                                                                     ---------    ---------
                                                                       114,223      115,822
LIFO reserve                                                            (1,112)        (987)
                                                                     ---------    ---------
                                                                     $ 113,111    $ 114,835
                                                                     =========    =========
  Note 7 - Long-Term Debt

        The Company's long-term debt consists of the following debt instruments:

(in thousands)                                 March 31,  December 31,
                                                 2002         2001
                                               ---------  ------------

Senior Notes due 2005, 10 1/2%                  $162,556   $245,059
Handy & Harman Senior Secured Credit Facility    156,973    168,155
Unimast Revolving Credit Agreement                35,000     26,900
Other                                             14,299     16,395
                                                --------   --------
                                                 368,828    456,509
Less portion due within one year                    --        2,150
                                                --------   --------
Total long-term debt                            $368,828   $454,359
                                                ========   ========

                  In the quarter ended March 31, 2002 the Company  purchased and
        retired $82.5 million aggregate principal amount of 10 1/2% Senior Notes
        in the open  market  for  $50.6  million.  After  the  write off of $2.9
        million of  deferred  debt  related  costs,  the Company  recognized  an
        extraordinary   gain  of  $29.0  million   ($18.9  million  after  tax).
        Subsequent  to March 31, 2002,  WHX  purchased and retired $27.0 million
        aggregate  principal  amount  of the 10 1/2%  Senior  Notes  in the open
        market for $17.5 million.

   Note 8 - Contingencies

            SEC Enforcement Action

            On June 25, 1998,  the Securities  and Exchange  Commission  ("SEC")
        instituted an  administrative  proceeding  against the Company  alleging
        that it had  violated  certain SEC rules in  connection  with the tender
        offer for Dynamics Corporation of America ("DCA") commenced on March 31,
        1997 through the Company's wholly-owned subsidiary, SB Acquisition Corp.
        ("Offer").  The Company  previously  disclosed  that the SEC intended to
        institute  this   proceeding.   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 Securities
        Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  based on the
        Company's  inclusion of a "record  holder  condition"  in the Offer.  No
        shareholder  had  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.

                                       14





                       The Order institutes proceedings to determine whether the
         SEC 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  filed an answer  denying  any
         violations and seeking dismissal of the proceeding. On October 6, 2000,
         the initial decision of the Administrative Law Judge who heard the case
         dismissed  all charges  against the Company,  with the finding that the
         Company had not violated the law. The Division of Enforcement has filed
         a petition for the SEC to review the decision and a brief,  but only as
         to the All Holders Rule Claim. The Commission,  however,  has authority
         to review any issues on its own  accord.  WHX has filed its  opposition
         brief.

        The WHX Group General Litigation

                       The WHX Group is a party to  various  litigation  matters
         including general liability claims covered by insurance. In the opinion
         of management,  such claims are not expected to have a material adverse
         effect on the  financial  condition  or  results of  operations  of the
         Company.  However,  it is possible that the ultimate resolution of such
         litigation  matters and claims could have a material  adverse effect on
         quarterly or annual operating  results when they are resolved in future
         periods.

         The WPC Group General Litigation

                       The WPC Group is a party to  various  litigation  matters
         including  general  liability claims covered by insurance.  Claims that
         are  "pre-petition"  claims for Chapter 11 purposes will  ultimately be
         handled  in  accordance   with  the  terms  of  a  confirmed   Plan  of
         Reorganization  in Chapter  11 cases.  In the  opinion  of  management,
         litigation claims are not expected to have a material adverse effect on
         the WPC Group's results of operations or its ability to reorganize.

            Environmental Matters

                       WPC has  been  identified  as a  potentially  responsible
         party under the Comprehensive Environmental Response,  Compensation and
         Liability Act  ("Superfund") or similar state statutes at several waste
         sites. The WPC Group is subject to joint and several  liability imposed
         by Superfund on potentially  responsible  parties. Due to the technical
         and regulatory  complexity of remedial  activities and the difficulties
         attendant to identifying potentially responsible parties and allocating
         or  determining  liability  among  them,  the WPC  Group is  unable  to
         reasonably  estimate the ultimate  cost of  compliance  with  Superfund
         Laws.  The  WPC  Group  believes,   based  upon  information  currently
         available,  that its  liability for clean up and  remediation  costs in
         connection with the Buckeye  Reclamation  Landfill will be between $1.5
         and $2.0 million.  At several other sites the WPC Group estimates costs
         of approximately  $0.5 million.  The WPC Group is currently funding its
         share of remediation costs.

                       The WPC Group, as are other industrial manufacturers,  is
         subject to increasingly  stringent standards relating to the protection
         of the  environment.  In  order to  facilitate  compliance  with  these
         environmental   standards,   the  WPC   Group  has   incurred   capital
         expenditures  for  environmental   control  projects  aggregating  $3.4
         million,  $0.8 million and $0.1 million for 2000,  2001,  and the three
         months ended March 31, 2002,  respectively.  WPC  anticipates  spending
         approximately  $19.5  million in the  aggregate on major  environmental
         compliance  projects  through the year 2004,  estimated  to be spent as
         follows:  $9.7 million in 2002,  $6.1 million in 2003, and $3.7 million
         in 2004.  However,  due to the possibility of unanticipated  factual or
         regulatory  developments  and in light of  limitations  imposed  by the
         pending Chapter 11 cases, the amount and timing of future  expenditures
         may vary substantially from such estimates.

                       WPC's  non-current  accrued   environmental   liabilities
         totaled $19.0 million at March 31, 2002.  These accruals were initially
         determined  by  WPC,  based  on  all  available  information.   As  new
         information becomes available,  including information provided by third
         parties, and changing laws and regulation, the liabilities are reviewed
         and the accruals adjusted quarterly.  Management believes, based on its
         best estimate,  that WPC has adequately  provided for remediation costs
         that might be incurred or penalties that might be imposed under present
         environmental laws and regulations.

                       The Bankruptcy Code may distinguish between environmental
         liabilities  that  represent  pre-petition  liabilities  and those that
         represent  ongoing  post-petition  liabilities.  Based  on  information
         currently   available,   including   the  WPC  Group's   prior  capital
         expenditures,  anticipated  capital  expenditures,  consent  agreements
         negotiated with Federal and State agencies and information available to

                                       15





         the WPC Group on pending judicial and administrative  proceedings,  the
         WPC Group does not expect its environmental  compliance,  including the
         incurrence of additional fines and penalties,  if any,  relating to the
         operation of its facilities,  to have a material  adverse effect on the
         results of operations of the WPC Group or on the WPC Group's ability to
         reorganize.  However,  it is possible that litigation and environmental
         contingencies  could  have a  material  effect on  quarterly  or annual
         operating results when they are resolved in future periods.  As further
         information comes into the WPC Group's possession,  it will continue to
         reassess such evaluations.

                    In  the  event  the  WPC  Group  is  unable  to  fund  these
         liabilities,  claims may be made  against  the WHX for  payment of such
         liabilities.


Note 9 - Reported Segments

                        The  Company  has  four  reportable  segments:  (1)  H&H
            Precious Metal.  This segment  manufactures and sells precious metal
            products and electroplated  material,  containing silver,  gold, and
            palladium in combination  with base metals for use in a wide variety
            of  industrial  applications;  (2) H&H Wire & Tubing.  This  segment
            manufactures  and sells metal wire,  cable and tubing  products  and
            fabrications  primarily  from  stainless  steel,  carbon  steel  and
            specialty   alloys,   for  use  in  a  wide  variety  of  industrial
            applications;   (3)   H&H   Engineered   Materials.   This   segment
            manufactures   specialty  roofing  and  construction  fasteners  and
            products for gas, electricity and water distribution using steel and
            plastic  which are sold to the  construction,  and  natural  gas and
            water distribution industries;  (4) Unimast, a manufacturer of steel
            framing  and  other   products  for   commercial   and   residential
            construction.

                        Management  reviews operating income to evaluate segment
            performance.  Operating income for the reportable  segments excludes
            unallocated  general  corporate  expenses  and for the 2001  period,
            goodwill amortization.  Other income and expense,  interest expense,
            and  income  taxes  are not  presented  by  segment  since  they are
            excluded from the measure of segment  profitability  reviewed by the
            Company's management.

                        Goodwill  amortization  in 2001 is primarily  related to
            the H&H segments.

                                       16





            The following table presents information about reported segments for
the three month periods ending March 31, 2002 and 2001:

(in thousands)
                                                                  2002         2001
                                                               ---------    ----------
Revenue

   H&H Precious Metal                                      $  34,872    $  46,988
   H&H Wire & Tubing                                      34,613       37,245
   H&H Engineered Materials                                   16,432       15,421
   Unimast                                                        62,068       56,417
                                                               ---------    ---------
                                                               ---------    ---------
           Consolidated revenue                                $ 147,985    $ 156,071
                                                               =========    =========

Segment operating income
   H&H Precious Metal                                      $   1,587    $     992
   H&H Wire & Tubing                                       1,843        1,939
   H&H Engineered Materials                                      912          211
   Unimast                                                         4,280        2,499
                                                               ---------    ---------
                                                               ---------    ---------
                                                                   8,622        5,641
                                                               ---------    ---------

Unallocated corporate expenses                                     4,643        2,836
Goodwill amortization                                               --          2,249
                                                               ---------    ---------

    Operating income                                               3,979          556

Interest expense                                                   9,210       13,509
Other income (expense)                                             1,355       (3,430)
                                                               ---------    ---------

         Income (loss) before taxes, extraordinary item and
                   cumulative effect of an accounting change      (3,876)     (16,383)

Income tax expense (benefit)                                      (9,717)      (6,189)
                                                               ---------    ---------

          Income (loss) before extraordinary item and
                   cumulative effect of an accounting change       5,841      (10,194)

Extraordinary item - net of tax                                   18,861         --

Cumulative effect of an accounting change - net of tax           (44,000)        --
                                                               ---------    ---------

          Net income (loss)                                    $ (19,298)   $ (10,194)
                                                               =========    =========

                                       17





Note 10 - Supplemental WPC Group Income Statement Data

              During the three  months  ended March 31,  2002 and 2001,  the WPC
Group  incurred a net loss of $41.0  million  and $60.0  million,  respectively.
These  results are not  reflected in WHX's March 31, 2002 and 2001  consolidated
results of operations.  (See Note 1) The WPC Group's summarized income statement
data for the three  months  ended  March  31,  2002 and 2001 is as  follows  (in
thousands):

                                                  2002           2001
                                                  ----           ----
                                                    (Unaudited)

Net sales                                      $ 206,081    $ 202,706
Cost of goods sold, excluding depreciation       211,658      219,821
Depreciation                                      17,817       18,304
Selling, general and administrative expenses      11,840       13,504
Reorganization expenses                            2,957        4,036
                                               ---------    ---------
Operating loss                                   (38,191)     (52,959)

Interest expense                                   3,805        4,386
Other income (expense)                               977         (141)
                                               ---------    ---------
Pre-tax loss                                     (41,019)     (57,486)

Tax provision                                          6        2,500
                                               ---------    ---------
Net loss                                       $ (41,025)   $ (59,986)
                                               =========    =========

Note 11 - Subsequent Event

             On April 26, 2002, WHX announced that Handy & Harman had decided to
exit certain of its precious metal  activities.  The affected  product lines are
manufactured  at  Handy  &  Harman's  Fairfield,  CT  and  East  Providence,  RI
facilities.  The decision to exit these  operating  activities  will result in a
second  quarter  charge  in  the  range  of  $14.5  million  to  $16.5  million.
Additionally,  in accordance  with SFAS 144, Handy & Harman will incur increased
depreciation  expense of  approximately  $9.0 million on equipment values during
the remaining operating period of the affected  businesses,  estimated to be six
months.

                                       18





PART I

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

Results of Operations

Risk Factors and Cautionary Statements

            This Report includes "forward-looking statements" within the meaning
        of  Section  27A  of  the  Securities  Act  of  1933,  as  amended  (the
        "Securities  Act"),  and Section 21E of the  Securities  Exchange Act of
        1934,  as  amended   ("Exchange   Act"),   including,   in   particular,
        forward-looking  statements  under the  headings  "Item 7.  Management's
        Discussion   and  Analysis  of  Financial   Condition   and  Results  of
        Operations" and "Item 8. Financial  Statements and Supplementary  Data."
        These statements appear in a number of places in this Report and include
        statements  regarding WHX's intent,  belief or current expectations with
        respect to (i) its financing plans,  (ii) trends affecting its financial
        condition or results of operations,  (iii) the impact of competition and
        (iv) the impact and  effect of the  Bankruptcy  Filing by the WPC Group.
        The words "expect,"  "anticipate,"  "intend," "plan," "believe," "seek,"
        "estimate,"  and similar  expressions  are  intended  to  identify  such
        forward-looking  statements;  however,  this Report also contains  other
        forward-looking statements in addition to historical information.

            Any  forward-looking  statements  made by WHX are not  guarantees of
        future  performance and there are various  important  factors that could
        cause actual results to differ  materially  from those  indicated in the
        forward-looking statements. This means that indicated results may not be
        realized.

            Factors  that  could  cause the  actual  results of the WHX Group in
        future periods to differ materially include, but are not limited to, the
        following:

                        o  The  WHX   Group's   businesses   operate  in  highly
        competitive  markets and are  subject to  significant  competition  from
        other businesses;

                        o  A  decline  in  the  general  economic  and  business
        conditions and industry trends and the other factors  detailed from time
        to time in the  Company's  filings  with  the  Securities  and  Exchange
        Commission could continue to adversely  affect the Company's  results of
        operations;

                        o WHX's  senior  management  may be required to expend a
        substantial  amount of time and effort  dealing with issues arising from
        the WPC Group's Bankruptcy Filing,  which could have a disruptive impact
        on management's ability to focus on the operation of its businesses;

                        o  In  connection  with  the  Bankruptcy   Filing,   WHX
        purchased  $30.5 million of the senior  secured term loan portion of the
        DIP Credit  Agreement  provided to the WPC Group. In addition,  at March
        31, 2002,  WHX had balances due from WPSC  totaling  $8.4 million in the
        form of secured advances and liquidity support. Unimast had $5.9 million
        in advance  steel  purchases  due from WPSC  ($2.5  million at April 30,
        2002).  There can be no  assurance  that the WPC  Group  will be able to
        repay these loans and advances in full.

                        o Due to the  Bankruptcy  Filing,  the operations of the
        WPC Group are subject to the  jurisdiction of the Bankruptcy  Court and,
        as a  result,  WHX's  access  to the  cash  flows  of the WPC  Group  is
        restricted.  Accordingly, the WHX Group will have to fund its operations
        and debt service  obligations without access to the cash flow of the WPC
        Group beyond 2002;

                        o  The  WPC  Group  has  a  large  net  operating   loss
        carryforward  due to prior losses and continues to incur losses.  WPC is
        part of the Company's consolidated tax group. In accordance with federal
        tax laws and regulations, WPC's tax attributes have been utilized by the
        Company's  consolidated  group to reduce its  consolidated  federal  tax
        obligations.   Depending  on  the  final  outcome  of  the  WPC  Group's
        Bankruptcy  Filing,  the WPC  Group's  tax  attributes  may no longer be
        available to the WHX Group;

                                       19





                        o Various  subsidiaries of the WPC Group  participate in
        the pension plan  sponsored  by the Company.  While such pension plan is
        fully funded at December 31,  2001,  there can be no assurance  that the
        plan will remain fully  funded.  Various  developments  could  adversely
        affect the funded status of the plan. Such developments include (but are
        not limited to): (a) a material reduction

        in  the  value  of  the  pension  assets;  (b)  a  change  in  actuarial
        assumptions relating to asset accumulation and liability discount rates;
        and (c) events  triggering  early  retirement  obligations such as plant
        shutdowns and/or large scale hourly workforce  reductions resulting from
        the  Bankruptcy  Filing  or  otherwise.   WHX  has  also  agreed  to  be
        contingently  liable for a portion of the OPEB  Obligations  (as defined
        below),  subject to certain  conditions.  Funding  obligations,  if they
        arise,  may have an adverse  impact on the WHX  Group's  liquidity.  WPC
        Group's  ability to maintain its current  operating  configurations  and
        levels  of  permanent  employment  are  dependent  upon its  ability  to
        maintain  adequate  liquidity.  There can be no assurances  that the WPC
        Group will be able to maintain adequate resources;

                        o Various  members  of the WPC Group have  existing  and
        contingent  liabilities  relating to  environmental  matters,  including
        environmental capital  expenditures,  costs of remediation and potential
        fines and  penalties  relating to possible  violations  of national  and
        state  environmental  laws. In the event the WPC Group is unable to fund
        these  liabilities,  claims may be made  against WHX for payment of such
        liabilities;

                        o WHX, H&H and Unimast each have a significant amount of
        outstanding indebtedness, and their ability to access capital markets in
        the future to refinance such indebtedness may be limited; and

                        o The  respective  credit  agreements of H&H and Unimast
        have  certain  financial   covenants  that  limit  the  amount  of  cash
        distributions that can be paid to WHX.


        Bankruptcy Filing of the WPC Group

                        On November 16, 2000, the WPC Group filed  petitions for
        relief  under  Chapter 11 of the  Bankruptcy  Code in the United  States
        Bankruptcy  Court  for the  Northern  District  of  Ohio.  As a  result,
        subsequent to the commencement of the Bankruptcy  Filing,  the WPC Group
        sought and obtained  several orders from the Bankruptcy  Court that were
        intended  to enable the WPC Group to  continue  business  operations  as
        debtors-in-possession.   Since  the  Petition   Date,  the  WPC  Group's
        management has been in the process of stabilizing  their  businesses and
        evaluating their operations,  while continuing to provide  uninterrupted
        services to their customers.

                        On November 17, 2000, the  Bankruptcy  Court granted the
        WPC Group's motion to approve a $290 million Debtor in Possession Credit
        Agreement  ("DIP  Credit  Agreement")  provided by  Citibank,  N.A.,  as
        initial issuing bank,  Citicorp U.S.A.,  Inc., as administrative  agent,
        and the DIP  Lenders.  Pursuant to the DIP Credit  Agreement,  Citibank,
        N.A. made term loan advances to the WPC Group up to a maximum  aggregate
        principal  amount of $35 million.  In addition,  the DIP Lenders agreed,
        subject to certain  conditions,  to provide the WPC Group with revolving
        loans,  swing loans and letter of credit  accommodations in an aggregate
        amount  of up to $255  million.  On  January  2,  2002,  the  WPC  Group
        requested and received a reduction in the revolving  loans,  swing loans
        and  letter  of  credit  to a  maximum  aggregate  amount  of up to $175
        million.  In connection with the Bankruptcy  Filing,  WHX had guaranteed
        $30 million of the term loan portion of the DIP Credit  Agreement ("Term
        Loan") and  deposited in a pledged asset account $33 million of funds in
        support of such guaranty.  Effective as of June 1, 2001, WHX purchased a
        participation interest comprising an undivided interest in the Term Loan
        in the amount of $30 million, plus interest accrued but not paid on such
        amount of the Term Loan  through  June 1, 2001.  Concurrently  with such
        transaction,  WHX's  guaranty of $30 million of the Term Loan  described
        above was terminated and the $33 million of funds  previously  deposited
        in a pledged  asset account in support of such guaranty were released to
        WHX.  WHX paid to  Citibank  $30.5  million of such  deposited  funds to
        purchase WHX's participation interest in the Term Loan.

                        WPC borrowings outstanding under the DIP Credit Facility
        at March 31, 2002 include $34.6 million Term Loan, $114.6 million in

                                       20





        revolving credit borrowings and approximately $2.8 million of letters of
        credit.  WPC borrowings  outstanding  under the DIP Credit  Facility for
        revolving  loans totaled $127.2 million at December 31, 2001. Term loans
        under the DIP Credit  Facility  totaled  $34.4  million at December  31,
        2001. At March 31, 2002,  availability under the DIP Credit Facility was
        $4.6 million. The DIP Credit Facility expires on the earlier of November
        17, 2002 or the completion of a Plan of  Reorganization.  WPC intends to
        have completed a Plan of  Reorganization by November 16, 2002. If a Plan
        of Reorganization is not completed by then, WPC will pursue an extension
        of or a replacement of the current DIP Credit Facility.  There can be no
        guarantee that this will occur.

                        Although  the  WPC  Group  expects  to  file a  Plan  of
        Reorganization  at an  appropriate  time in the future,  there can be no
        assurance at this time that a Plan of Reorganization will be proposed by
        the WPC Group,  approved or confirmed by the Bankruptcy  Court,  or that
        such plan will be consummated. The WPC Group currently has the exclusive
        right to file a Plan of Reorganization.  The exclusive filing period has
        been extended most recently until May 28, 2002 by the  Bankruptcy  Court
        at the WPC Group's  request,  and while the WPC Group intends to request
        extensions  of the  exclusivity  period  if  necessary,  there can be no
        assurance that the Bankruptcy Court will grant future extensions. If the
        exclusivity  period were to expire or be  terminated,  other  interested
        parties,  such as  creditors  of the WPC Group,  would have the right to
        propose alternative plans of reorganization.

                        During the  period  January  1, 2002  through  March 31,
        2002, the WPC Group  incurred a net loss of $41.0 million,  which is not
        reflected  in the  Company's  March 31,  2002  consolidated  results  of
        operations.

                        At January 1, 2000,  $136.8 million of the Company's net
        equity  represented its investment in the WPC Group. In addition to this
        investment, WHX, on November 17, 2000, guaranteed $30 million of the WPC
        Group's  debtor-in-possession  term loan.  Such guaranty was  terminated
        effective  as of June 1, 2001  concurrently  with  WHX's  purchase  of a
        participation  interest  in  the  Term  Loan  as  discussed  above.  The
        recognition of the WPC Group's net loss of $176.6  million,  in the year
        2000, has eliminated the investment's  carrying value of $136.8 million.
        In  November  of  2000,  WHX  recorded  a  liability  of  $39.8  million
        representing the excess of the WPC Group's loss over the carrying amount
        of the investment.

                        A   Settlement   and  Release   Agreement   ("Settlement
        Agreement") by and among WPSC, WPC, WHX, and certain affiliates of WPSC,
        WPC and WHX, received approval of the United States Bankruptcy Court for
        the Northern  District of Ohio on May 24, 2001,  was entered into on May
        25, 2001, and became effective on May 29, 2001. Pursuant to the terms of
        the Settlement  Agreement certain  outstanding  claims among the parties
        thereto were resolved,  including without limitation,  all inter-company
        receivables and payables between the WHX Group and the WPC Group.

                        The Settlement  Agreement  provided,  in part,  that the
        Settlement  Agreement  shall be effective upon the occurrence of each of
        the  following  transactions,  (i)  the  payment  by  WHX  to WPC of $17
        million; (ii) the exchange of releases between the WPC Group and the WHX
        Group; (iii) WHX or its designee would enter into a binding agreement to
        purchase certain assets of  Pittsburgh-Canfield  Corporation ("PCC") for
        $15 million,  plus the assumption of certain trade payables,  subject to
        bidding  procedures as may be established by the Bankruptcy  Court,  and
        certain  other terms and  conditions;  (iv) the  termination  of the Tax
        Sharing  Agreements  between  WHX and  WPC;  (v) WHX  would  deliver  an
        agreement  to the WPC Group  whereby it agreed not to charge or allocate
        any  pension  obligations,  expenses  or  charges  to the WPC Group with
        respect to the WHX  Pension  Plan,  subject to  certain  limitations  as
        provided  therein,  through and  including  the earlier of the effective
        date of a plan or plans of  reorganization  and December 31, 2002;  (vi)
        the DIP Credit  Agreement  shall have been  amended as  provided  in the
        Settlement  Agreement;  (vii) WPC Land  Corporation  shall  execute such
        instruments  as may be  necessary  to effect the  transfer of title,  to
        WPSC, of certain properties specified in the Settlement  Agreement;  and
        (viii)  the  lenders  party  to the  DIP  Credit  Agreement  shall  have
        consented to the transaction described in the Settlement Agreement. Such
        transactions,   other  than  the   acquisition   of  certain  assets  of
        Pittsburgh-Canfield  Corporation,  all occurred  effective May 29, 2001.
        The sale of certain assets of Pittsburgh-Canfield  Corporation closed on
        June 29, 2001. The PCC agreement  includes a one-year  repurchase option
        for the seller.  The  repurchase  price is $15  million  plus the sum of
        environmental expenditures and capital expenditures made by the Company.
        In addition,  the  repurchase  price will be adjusted for any changes in
        working capital.

                        As a result of the total cash payments of $32 million to
        the WPC Group by WHX, all intercompany receivables and liabilities

                                       21





        (except for commercial trade  transactions)  including the liability for
        redeemable common stock were settled. In addition, WHX recorded the fair
        value of the net assets of PCC of $5.4 million.

                        On October 22, 2001,  the  Bankruptcy  Court  entered an
        order ("October Order"),  approving several transactions intended, among
        other things,  to provide the WPC Group with  additional  liquidity.  As
        part of the October Order, the Bankruptcy Court approved a Memorandum of
        Understanding by and among the Company,  Wheeling-Pittsburgh Corporation
        ("WPC"),  Wheeling-Pittsburgh  Steel Corporation ("WPSC") and the United
        Steelworkers  of America,  AFL-CIO-CLC  ("USWA"),  pursuant to which the
        Company  agreed to provide to WPSC (1) up to $5 million of secured loans
        and $5 million of liquidity  support (part of which consisted of secured
        financing  terms) during the period from the Order  through  January 31,
        2002,  (2) if certain  conditions  are met, an  additional $2 million of
        secured  loans (for an aggregate of $7 million) and the  maintenance  of
        the $5 million of liquidity support referred to above, during the period
        from February 1, 2002 through March 31, 2002,  (the  conditions were not
        met,  accordingly  the additional $2.0 million in secured loans were not
        made), and (3) a $25 million  contribution to a new WPSC defined benefit
        pension  plan  contingent  upon a  confirmed  WPSC  Chapter  11  plan of
        reorganization.  Through December 31, 2001 WHX had advanced $5.0 million
        of the secured  loans and up to $5.5  million of secured  financing.  At
        March 31, 2002 the  outstanding  balance of these  secured  advances was
        $5.0 million and $3.4 million, respectively.

                        The October Order also approved a Supplemental Agreement
        among  the  members  of the WPC  Group  and WHX  under  which all of the
        extensions of credit referred to in the preceding  paragraph are granted
        super-priority claim status in WPSC's Chapter 11 case and are secured by
        a lien on substantially  all of the assets of WPSC, junior to the liens,
        security  interests  and  super-priority  claims of the  lenders to WPSC
        under  the  DIP  Credit  Agreement.   The  Supplemental  Agreement  also
        provides,  among other things, that WHX may sell, transfer or dispose of
        the  stock of WPC  free  from  the  automatic  stay  imposed  under  the
        Bankruptcy  Code,  and under  specified  circumstances  requires  WPC to
        support certain changes to the WHX Pension Plan.

                        Additionally,  the October  Order  approved the terms of
        the  Modified  Labor  Agreement  ("MLA") by and among WPC,  WPSC and the
        USWA.  WHX is not a party to the MLA.  The MLA modifies the current WPSC
        collective  bargaining  agreement  to provide for,  among other  things,
        immediate reductions in wages and the cost of providing medical benefits
        to active and retired employees in exchange for improvement in wages and
        pension  benefits for hourly  employees upon a confirmed WPSC Chapter 11
        Plan of  Reorganization.  The MLA is  part  of a  comprehensive  support
        arrangement that also involves concessions from WPSC salaried employees,
        WPSC's vendors and other constituencies in the Chapter 11 proceedings.

                        In January 2002, WPSC finalized a financial support plan
        which  included a $5.0 million loan from the State of West  Virginia,  a
        $7.0  loan and a $0.2  grant  from the  State of Ohio,  $10  million  in
        advance by the Unimast segment for future steel purchases,  $4.1 million
        was  delivered  before March 31, 2002,  and  additional  wage and salary
        deferrals from WPSC union and salaried employees. At March 31, 2002, the
        balance  outstanding  with the State of West  Virginia was $5.0 million,
        $7.0 million with the State of Ohio and $5.9 million with Unimast.

                         Management of the Company cannot at this time determine
        with  certainty  the  ultimate  outcome of the  Chapter 11  proceedings;
        however it is possible that the following outcomes could result:

                        o The WPC  Group  could  reorganize,  and its  creditors
        could  receive a portion  of their  claims in cash or in stock of WPC or
        WPSC.

                        o The  WPC  Group  could  be  sold  in its  entirety  or
        segments  could be sold,  and the proceeds  from such  sale(s)  would be
        utilized to satisfy creditor claims.

                        o The creditors could assume  ownership of the WPC Group
        or WPSC and continue to operate such businesses.

                  In each of the above  possible  outcomes,  the WHX Group would
         have  little  or no future  ownership  in or  involvement  with the WPC
         Group, and

                                       22





        the WHX Group future cash  obligations  to or on behalf of the WPC Group
        would  be  minimal  to  none  (other  than  the  $25.0  million  pension
        contribution  referred to above).  It is also  possible that none of the
        above  outcomes  would occur and the WPC Group may shut down a number of
        their operations. According to WHX's preliminary evaluation of potential
        pension obligations, if a partial shutdown of the WPC Group's operations
        were  to  occur  in the  immediate  future  WHX's  liability  for  early
        retirement  pension benefits could range from  approximately $80 million
        to $100  million.  It is also  possible  that the WPC Group  could cease
        operations  in  their  entirety  and  this   liability   would  then  be
        significantly  greater.  However,   management  does  not  believe  this
        occurrence is likely. Under current pension law and regulations based on
        the WHX's  analysis of the current funded status of the pension plan, if
        a partial shutdown were to occur after January 1, 2002, the cash funding
        obligations  related to such  partial  shutdown  would  likely not begin
        until  2003 and would  extend  over  several  years.  Such cash  funding
        obligations  would  have a  material  adverse  impact on the  liquidity,
        financial   position  and  capital   resources  of  WHX.  WHX's  funding
        obligation  and the  impact on its  liquidity,  financial  position  and
        capital resources could be substantially  reduced or eliminated if (1) a
        partial  shutdown,  if it occurs,  were to occur at such a time that the
        fair market value of the assets of the plan  approximates or exceeds the
        plan's  liabilities  (including the early  retirement  benefits),  (2) a
        shutdown were to occur gradually over several years or (3) the number of
        the WPC  Group's  operations  shut down were less than those  assumed in
        estimating the above-mentioned amounts.

                  In connection  with past collective  bargaining  agreements by
         and  between  the WPC Group and the  United  Steelworkers  of  America,
         AFL-CIO-CLC  ("USWA"),  the WPC Group is obligated  to provide  certain
         medical  insurance,  life  insurance,  disability and surviving  spouse
         retirement  benefits to retired  employees and their dependents  ("OPEB
         Obligations").  WHX is not a  signatory  to  any of  these  agreements.
         However,  WHX has  separately  agreed to be  contingently  liable for a
         portion of the OPEB obligations.  WHX's contingent  obligation would be
         triggered  in the event that the WPC Group were to fail to satisfy  its
         OPEB Obligations.  WHX's contingent obligation is limited to 25% of the
         Accumulated  Post-Retirement Benefit Obligation with respect to the WPC
         Group's employees and retirees  represented by the USWA. The total OPEB
         Obligation  disclosed in the Wheeling  Pittsburgh  Steel  Corporation's
         March 31, 2002  Consolidated  Financial  Statements  amounted to $307.1
         million.  WHX has  estimated  that  approximately  85% of employees and
         retirees entitled to such OPEB obligations are represented by the USWA.

                  WHX's  contingency for OPEB Obligations  exist only so long as
         (1) a majority of the directors of WPSC or WPC are affiliated with WHX;
         (2) WHX  controls  the  Board  of  Directors  of  WPSC  or WPC  through
         appointment  or election of a majority of such  directors;  or (3) WHX,
         through other means,  exercises a level of control normally  associated
         with (1) or (2) above.

        Overview

                  WHX is a holding company that has been structured to invest in
         and/or acquire a diverse group of businesses on a decentralized  basis.
         WHX's  primary   businesses   currently  are:  H&H,  a  diversified
         manufacturing  company whose  strategic  business  segments  encompass,
         precious metal plating and fabrication,  specialty wire and tubing, and
         engineered  materials;  and Unimast,  a leading  manufacturer  of steel
         framing and other products for commercial and residential construction;
         WHX's other  business  consists of WPC and its  subsidiaries  including
         WPSC, a vertically  integrated  manufacturer  of  value-added  and flat
         rolled steel  products which sought  bankruptcy  protection in November
         2000.

                  WHX continues to pursue strategic alternatives to maximize the
         value of its portfolio of businesses.  Some of these  alternatives have
         included,  and  will  continue  to  include,   selective  acquisitions,
         divestitures  and sales of certain  assets.  WHX has provided,  and may
         from time to time in the  future,  provide  information  to  interested
         parties regarding portions of its businesses for such purposes.

Results of Operations


Comparison of the First Quarter of 2002 with the First Quarter of 2001

                  Net sales  for the first  quarter  2002  were  $148.0  million
         compared  to  $156.1  million  in the  first  quarter  of  2001.  Sales
         decreased

                                       23



                  by $12.1  million at the H&H  Precious  Metal  Segment and
         $2.6 million at the H&H Wire &  Tubing  Segment.  Sales for the
         H&H Engineered Materials Segment increased $1.0 million.  Sales for
         the Unimast Segment increased $5.7 million.

                  Operating  income  for the  first  quarter  of 2002  was  $4.0
         million  compared  to $0.6  million for the first  quarter of 2001,  an
         increase of $3.4 million.  Operating income at the H&H Segments was
         $4.3 million at March 31, 2002 and $3.1  million at March 31, 2001,  an
         increase of $1.2 million.  Unimast operating income was $4.3 million at
         March 31, 2002 and $2.5 million at March 31, 2001,  an increase of $1.8
         million.

                  Unallocated  corporate expenses increased by $1.8 million from
         $2.8 at March 31, 2001 to $4.6 million at March 31, 2002. This increase
         is primarily  related to costs and expenses no longer allocated to WPC,
         including pension expense of $1.9 million.

                  Interest  expense for the first quarter of 2002 decreased $4.3
         million  to $9.2  million  from $13.5  million in the first  quarter of
         2001.  This decrease was due to lower  borrowings,  primarily  from the
         retirement of $118.9  million of 10 1/2% Senior Notes,  lower  interest
         rates and reduced amortization of deferred financing and consent fees.

                  Other  income was $1.4  million in the first  quarter of 2002.
         Other  expense  for the first  quarter  of 2001 was $3.4  million.  The
         income  for 2002 and the loss  for 2001 was  primarily  net  investment
         activity.  The expense for 2001 was  primarily  net  investment  losses
         partially offset by income from WHX  Entertainment of $3.3 million.  In
         December  2001,  WHX  Entertainment  sold its 50%  interest in Wheeling
         Downs Racing Association, Inc.

                  In the quarter ended March 31, 2002 the Company  purchased and
         retired  $82.5  million  aggregate  principal  amount of 10 1/2% Senior
         Notes in the open market for $50.6 million. After the write off of $2.9
         million of deferred  debt  related  costs,  the Company  recognized  an
         extraordinary gain of $29.0 million ($18.9 million after tax).

                  The Company has adopted the  provisions  of SFAS 142 effective
         January 1, 2002.  As a result of the  adoption of SFAS 142, the Company
         will not record  amortization  expense for existing goodwill during the
         year  ending  December  31,  2002.  The Company  recorded  amortization
         expense of $2.2  million on this  goodwill  for the three  months ended
         March 31, 2001. Any intangible assets acquired or goodwill arising from
         transactions  after June 30,  2001 will be subject to the  amortization
         and  non-amortization  provisions of SFAS 141 and SFAS 142. The Company
         has  recorded  a $44.0  million  non-cash  goodwill  impairment  charge
         related to the H&H  Wire Group in the first  quarter of 2002.  This
         charge is shown as a cumulative  effect of an  accounting  change.  The
         Company  recorded  this charge  because  the  present  value of current
         estimated cash flow  projections will not be sufficient to recover this
         Group's  recorded  goodwill.  The  Company is still  committed  to this
         business  and expects  improved  performance  from this Group in future
         periods  as a  result  of  management  changes,  cost  reductions,  and
         improving economic conditions.

                  The 2002  first  quarter  tax  provision,  including  taxes on
         extraordinary  items,  assumes no  liability  for federal  taxes.  This
         assumption is based on the utilization of current year losses generated
         by  a   non-consolidated   subsidiary  (WPC)  and  the  utilization  of
         previously   unrecognized   net  operating  loss   carryforwards.   The
         cumulative effect of the accounting change has no tax consequence as it
         relates  to  non-deductible   goodwill.  The  2001  first  quarter  tax
         provision reflects an estimated annual effective tax rate of 38%.

                  The comments that follow compare revenues and operating income
         by operating segment for the first quarter 2002 and 2001:


Handy & Harman Precious Metal
-----------------------------

                  Sales for the H&H  Precious Metal Segment  decreased $12.1
         million  from  $47.0   million  in  2001  to  $34.9  million  in  2002.
         Approximately  36% of this  decrease  was due to a fire at  Sumco  Inc.
         which  occurred on January 20,  2002.  The balance of the  decrease was
         caused by reduced volume due to the slowdown in the economy.  Operating
         income  increased  by $0.6  million  from $1.0  million in 2001 to $1.6
         million  in  2002.  Included  in the  2001  period  was a $3.3  million
         precious metals lower of cost or market adjustment, partially offset by
         favorable precious metal gains of

                                       24



         $0.6  million.  Excluding  the  precious  metal  reserve and  favorable
         precious  metal gains,  operating  income  decreased  by $2.1  million,
         primarily due to reduced  revenue  resulting from severe fire damage at
         Sumco Inc.  that caused the  temporary  closure of this  facility.  The
         Company  believes  it has  adequate  insurance  for both  the  physical
         property damage and business interruption.  Insurance progress payments
         of $3.5  million  have been  received  against  cash  expenses  of $3.9
         million as of March 31, 2002. Partial resumption of operations occurred
         on February 11, 2002 and repairs to the  building,  its  infrastructure
         and replacement of machinery and equipment are  continuing.  Sumco Inc.
         is gradually  restoring  operations to normal  capacity and will resume
         complete operations as soon as reasonably possible.

                  On April 26, 2002, WHX announced  that Handy &  Harman had
         decided to exit certain of its precious metal activities.  The affected
         product lines are manufactured at Handy &  Harman's  Fairfield,  CT
         and  East  Providence,  RI  facilities.  The  decision  to  exit  these
         operating  activities  will  result in a second  quarter  charge in the
         range of $14.5 million to $16.5  million.  Additionally,  in accordance
         with SFAS 144,  Handy &  Harman will incur  increased  depreciation
         expense of  approximately  $9.0 million on equipment  values during the
         remaining operating period of the affected businesses,  estimated to be
         six months.

Handy & Harman Wire & Tubing
----------------------------

                  Sales for the Wire & Tubing Segment decreased $2.6 million
         from $37.2  million in 2001 to $34.6  million in 2002  primarily due to
         weakness in the semiconductor  fabrication market. Partially offsetting
         this  reduction was increased  sales at both domestic and foreign units
         which primarily serve the refrigeration industry and increased sales of
         tubing to the medical  industry.  Operating  income  decreased  by $0.1
         million from $1.9 million in 2001 to $1.8 million in 2002. Excluding an
         inventory  reserve of $0.3  million,  which was  recorded  in the first
         quarter of 2001 relating to the Wire Group,  operating income decreased
         $0.4 million due to the sales decrease noted above.

                  In the first  quarter of 2002,  the  Company  recorded a $44.0
         million non-cash goodwill  impairment charge related to the Wire Group.
         This charge is shown as a cumulative  effect of an  accounting  change.
         The Company  recorded this charge  because the present value of current
         estimated cash flow  projections will not be sufficient to recover this
         Group's  recorded  goodwill.  The  Company is still  committed  to this
         business  and expects  improved  performance  from this Group in future
         periods  as a  result  of  management  changes,  cost  reductions,  and
         improving economic conditions.


Handy & Harman Engineered Materials
-----------------------------------

                  Sales for the  Engineered  Materials  Segment  increased  $1.0
         million from $15.4 million in 2001 to $16.4  million in 2002  primarily
         due to an increase in customer base and new products.  Operating income
         increased  $0.7  million from $0.2 million in 2001 to $0.9 million 2002
         due to the above mentioned sales increase and a $0.3 million  inventory
         reserve recorded in 2001.


Unimast
-------

                  On June 29, 2001, WHX acquired  certain assets of PCC from the
         WPC Group. The results of operations of PCC are included in the Unimast
         Segment beginning July 1, 2001. Sales for the Unimast Segment increased
         $5.7 million from $56.4 million in 2001 to $62.1 million in 2002.  This
         increase  includes $6.0 million in sales for PCC.  Excluding PCC, sales
         decreased $0.3 million due to a reduction in selling  prices  partially
         offset by increased  volume.  Operating  income  increased $1.8 million
         from  $2.5  million  in 2001 to $4.3  million  in 2002.  This  increase
         includes PCC operating income of $1.0 million. Excluding PCC, operating
         income increased $0.8 million primarily related to the partial recovery
         of a previously  reserved account receivable  amounting to $1.4 million
         offset by lower unit selling prices.


Financial Position
------------------

                  Net cash flow provided by operating  activities  for the three
         months ended March 31, 2002 totaled $59.5 million.  Net income adjusted
         for non-cash  income and expense items  provided $3.6 million.  Working
         capital   accounts   provided  $56.4  million  of  funds,  as  follows:
         Short-term

                                       25



        trading  investments and related  short-term  borrowings are reported as
        cash flow from operating  activities and provided a net $67.2 million of
        funds in the first three months of 2002.  Accounts receivable used $15.3
        million,  trade  payables  provided $9.2 million,  and net other current
        items used $6.4 million.  Inventories,  valued  principally  by the LIFO
        method for financial reporting purposes, totaled $113.1 million at March
        31, 2002, and provided $1.7 million.

                  Other  non-working   capital  items,   included  in  operating
         activities used $0.5 million.

                  In the three months of 2002, $2.0 million was spent on capital
         improvements.


                  The Company's two major subsidiaries, H&H and Unimast each
         maintain separate and distinct credit facilities with various financial
         institutions.

                  Borrowings  outstanding  against  the H&H  Senior  Secured
         Credit  Facility at March 31, 2002 totaled $157.0  million.  Letters of
         credit  outstanding  under the H&H  Revolving  Credit Facility were
         $11.9 million at March 31, 2002.

                  Borrowings  outstanding  against the Unimast  Revolving Credit
         Facility at March 31, 2002  totaled  $35.0  million.  Letters of credit
         outstanding  under the  Unimast  Revolving  Credit  Facility  were $6.1
         million at March 31, 2002.

                  Unimast has entered into  interest  rate swap  agreements  for
         certain of its variable-rate debt. The swap agreements cover a notional
         amount of $15 million  and  converts  $15 million of its  variable-rate
         debt to a fixed rate with Bank One,  N.A.,  Chicago,  IL. The  weighted
         average  fixed  rate  is  4.93%,   effective  March  27,  2001  with  a
         termination date of November 23, 2003.

                  In the quarter ended March 31, 2002 the Company  purchased and
         retired  $82.5  million  aggregate  principal  amount of 10 1/2% Senior
         Notes in the open market for $50.6 million. After the write off of $2.9
         million of deferred  debt  related  costs,  the Company  recognized  an
         extraordinary gain of $29.0 million ($18.9 million after tax).

                  Other  long-term  debt was reduced $5.2 million from  December
         31, 2001 through March 31, 2002 due to scheduled principal payments and
         working capital requirements.


Liquidity
---------

                  As of March 31,  2002 the WHX  Group had cash of $9.6  million
         and net short-term investments of $66.7 million (short-term investments
         $276.6 million, short-term borrowings $209.9 million).

                  In December 2001, WHX  Entertainment  sold its 50% interest in
         Wheeling-Downs  Racing  Association,  Inc.  for $105  million  in cash,
         resulting in an $88.5 million  pre-tax gain.  WHX received a management
         fee from Wheeling-Downs Racing Association, Inc. of $3.6 million during
         the three months ended March 31, 2001.

                  In the twelve  months ended  December  31,  2001,  the Company
         purchased and retired $36.4 million  aggregate  principal  amount of 10
         1/2%  Senior  Notes in the open  market for $15.9  million.  During the
         period  January 1, 2002 through March 31, 2002,  WHX used $50.6 million
         of the proceeds  from the sale of Wheeling  Downs  Racing  Association,
         Inc. to purchase  $82.5 million  aggregate  principal  amount of Senior
         Notes in the open market.  Subsequent to March 31, 2002,  WHX purchased
         an additional $27.0 million aggregate  principal amount of Senior Notes
         in the open market for $17.5 million.  The  cumulative  result of these
         purchases  amounted to a reduction of  principal of $145.9  million and
         annual reduction in future cash interest expense of $15.3 million.

                  In 2001, in  connection  with the term loan portion of the WPC
         Group's  Debtor-In-Possession  financing, WHX purchased a participation
         interest  comprising  an  undivided  interest  in the term  loan in the
         amount  of $30.5  million.  In  addition,  at March 31,  2002,  WHX had
         balances  due from WPSC  totaling  $8.4  million in the form of secured
         advances and liquidity support. Unimast had $5.9 million in advance

                                       26



        steel  purchases due from WPSC ($2.5  million at April 30, 2002).  There
        can be no  assurances  that the WPC  Group  will be able to repay  these
        loans and advances in full.

                  The  WHX  Group  has  a  significant   amount  of  outstanding
         indebtedness, and their ability to access capital markets in the future
         may be  limited.  However,  management  believes  that cash on hand and
         future  operating  cash flow will enable the WHX Group to meet its cash
         needs for the foreseeable  future.  The respective credit agreements of
         H&H and Unimast have  certain  financial  covenants  that limit the
         amount of cash distributions that can be paid to WHX.

                  Short-term  liquidity is dependent,  in large part, on cash on
         hand,   investments,   precious  metal  values,  and  general  economic
         conditions  and their effect on market demand.  Long-term  liquidity is
         dependent upon the WHX Group's ability to sustain profitable operations
         and control  costs during  periods of low demand or pricing in order to
         sustain positive cash flow. The WHX Group satisfies its working capital
         requirements through cash on hand, investments,  borrowing availability
         under  the  Revolving  Credit   Facilities  and  funds  generated  from
         operations.  The WHX Group  believes that such sources will provide the
         WHX Group for the next twelve months with the

                  funds  required  to  satisfy   working   capital  and  capital
         expenditure  requirements.  External  factors,  such as world  economic
         conditions,   could  materially  affect  the  WHX  Group's  results  of
         operations and financial condition.


New Accounting Standards
------------------------

                  In  July  2001,  FASB  issued  SFAS  141  and  142,  "Business
         Combinations"  ("SFAS 141") and "Goodwill and Other Intangible  Assets"
         ("SFAS 142"),  respectively.  SFAS 141 supercedes Accounting Principles
         Board  Opinion No. 16 ("APB  16"),  "Business  Combinations."  The most
         significant  changes  made by SFAS  141  are:  (1)  requiring  that the
         purchase  method of  accounting  be used for all business  combinations
         initiated after June 30, 2001, (2) establishing  specific  criteria for
         the recognition of intangible assets separately from goodwill,  and (3)
         requiring  unallocated  negative goodwill to be written off immediately
         as an extraordinary gain, instead of being amortized.

                  SFAS 142  supercedes  APB 17,  "Intangible  Assets".  SFAS 142
         primarily  addresses the accounting for goodwill and intangible  assets
         subsequent to their acquisition  (i.e.,  post-acquisition  accounting).
         The  provisions  of SFAS 142 is effective  for fiscal  years  beginning
         after  December  15,  2001 and must be  adopted at the  beginning  of a
         fiscal  year.  The  most  significant  changes  made by SFAS 142 are 1)
         goodwill  and  indefinite  lived  intangible  assets  will no longer be
         amortized, (2) goodwill be will tested for impairment at least annually
         at the reporting unit level,  (3)  intangible  assets deemed to have an
         indefinite  life will be tested for impairment at least  annually,  and
         (4) the amortization period of intangible assets with finite lives will
         no longer be limited to forty (40) years.

                  The Company has adopted the  provisions  of SFAS 142 effective
         January 1, 2002.  As a result of the  adoption of SFAS 142, the Company
         will not record  amortization  expense for existing goodwill during the
         year  ending  December  31,  2002.  The Company  recorded  amortization
         expense of $2.2  million on this  goodwill  for the three  months ended
         March 31, 2001. Any intangible assets acquired or goodwill arising from
         transactions  after June 30,  2001 will be subject to the  amortization
         and  non-amortization  provisions of SFAS 141 and SFAS 142. The Company
         has  recorded  a $44.0  million  non-cash  goodwill  impairment  charge
         related to the H&H  Wire Group in the first  quarter of 2002.  This
         charge is shown as a cumulative  effect of an  accounting  change.  The
         Company  recorded  this charge  because  the  present  value of current
         estimated cash flow  projections will not be sufficient to recover this
         Group's  recorded  goodwill.  The  Company is still  committed  to this
         business  and expects  improved  performance  from this Group in future
         periods  as a  result  of  management  changes,  cost  reductions,  and
         improving economic conditions.

                  In August 2001, the FASB issued Statement No. 143, "Accounting
         for Asset Retirement Obligation",  ("SFAS 143"). SFAS 143 requires that
         obligation  associated  with the  retirement  of a tangible  long-lived
         asset be recorded as a liability when those  obligations  are incurred,
         with the amount of the liability initially measured at fair value. Upon
         initially  recognizing a liability for an  asset-retirement  obligation
         ("ARO"),  an entity must capitalize the cost by recognizing an increase
         in the carrying amount of the related  long-lived asset. Over time, the
         liability  is  accreted  to its  present  value  each  period,  and the
         capitalized cost is depreciated over the useful life of the related

                                       27



        asset.  Upon  settlement of the liability,  an entity either settles the
        obligation  for its  recorded  amount  or  incurs  a gain  or loss  upon
        settlement.  SFAS 143 will be effective for the financial  statement for
        fiscal years  beginning  after June 15,  2002.  WHX would be required to
        adopt the  provisions of SFAS 143 in fiscal 2003;  however,  SFAS 143 is
        not expected to have a significant effect on WHX's financial statements.

                  In  October   2001,   the  FASB  issued   Statement  No.  144,
         "Accounting  for the  Impairment  or  Disposal of  Long-Lived  Assets",
         ("SFAS 144"). SFAS 144 addresses financial accounting and reporting for
         the  impairment or disposal of long-lived  assets.  The Statement  also
         extends  the   reporting   requirements   to  report   separately,   as
         discontinued operations,  components of an entity that have either been
         disposed  of or  classified  as held  for  sale.  WHX has  adopted  the
         provisions  of SFAS 144 as of the  beginning of fiscal  2002.  In April
         2002,  WHX  announced  that its  wholly-owned  subsidiary,  Handy &
         Harman,  has decided to exit certain of its precious metal  activities.
         In accordance  with SFAS 144, Handy &  Harman will incur  increased
         depreciation  expense of approximately $9.0 million on equipment values
         during  the  remaining  operating  period of the  affected  businesses,
         estimated to be six months.

                                     *******

                  When used in the  Management's  Discussion  and Analysis,  the
         words "anticipate",  "estimate" and similar expressions are intended to
         identify  forward-looking  statements within the meaning of Section 27A
         of the  Securities  Act and Section 21E of the Exchange Act,  which are
         intended to be covered by the safe harbors created  thereby.  Investors
         are cautioned  that all  forward-looking  statements  involve risks and
         uncertainty,  including without limitation, general economic conditions
         and,  the  ability  of the  Company  to  develop  markets  and sell its
         products  and the effects of  competition  and  pricing.  Although  the
         Company  believes that the assumptions  underlying the  forward-looking
         statements are reasonable,  any of the assumptions could be inaccurate,
         and  therefore,  there  can be no  assurance  that the  forward-looking
         statements included herein will prove to be accurate.



ITEM 3.      Quantitative and Qualitative Disclosures About Market Risk

        There  have been no  changes  in  financial  market  risk as  originally
        discussed in the Company's Annual Report on form 10-K for the year ended
        December 31, 2001.


PART II OTHER INFORMATION

ITEM 1. Legal Proceedings

                  On November 16, 2000, the WPC Group filed petitions for relief
         under Chapter 11 of the Bankruptcy Code. The Bankruptcy Filing was made
         in the United  States  Bankruptcy  Court for the  Northern  District of
         Ohio. As a result,  subsequent to the  commencement  of the  Bankruptcy
         Filing,  the WPC Group  sought and  obtained  several  orders  from the
         Bankruptcy Court that were intended to enable the WPC Group to continue
         business operations as debtors-in-possession.  Since the Petition Date,
         the WPC Group's management has been in the process of stabilizing their
         businesses and evaluating their operations, while continuing to provide
         uninterrupted services to its customers. Reference is made to Note 1 of
         the  Consolidated  Financial  Statements  included  herewith and to the
         Company's  Annual Report Form 10-K for a more detailed  description  of
         the matters referred to in this paragraph.

                  Reference is hereby made to Item 3. Legal  Proceedings  of the
         Company's  Annual  Report on Form 10-K for the year ended  December 31,
         2001 for information regarding additional matters.

ITEM 5.          Other Matters

                  In March 2002,  the Company was notified by the New York Stock
         Exchange  ("NYSE")  that its share  price had  fallen  below the NYSE's
         continued  listing  criteria  requiring an average closing price of not
         less than $1.00 over a consecutive  30  trading-day  period.  Following
         such  notification  by the NYSE,  the  Company  has up to six months by
         which time

                                       28



        its  share  price  and  average  share  price  over  a  consecutive   30
        trading-day  period  may not be less  than  $1.00.  In the  event  these
        requirements are not met by the end of the six-month period, the Company
        would be subject to NYSE trading  suspension  and delisting and, in such
        event,  management  believes that an alternative  trading venue would be
        available.  Management is currently evaluating alternatives to bring its
        average  share  price  back  into  compliance  with  NYSE  requirements,
        including  a reverse  stock split  which is one of the  proposals  to be
        acted upon at the 2002 Annual Meeting of Stockholders to be held on June
        18, 2002.

                  Although  management  is actively  seeking to remedy its share
         price to comply with the NYSE listing criteria,  the Company may not be
         able to  resolve  the  problem  in a  timely  fashion  or at  all.  The
         Company's  failure to meet the NYSE's continued  listing standards in a
         timely  fashion or at all could cause its common  stock to be delisted.
         Even if the Company was able to find an alternative  trading market for
         these  shares,  delisting  from the NYSE  could  adversely  effect  the
         liquidity  of  the  Company's  common  stock,   negatively  impact  the
         Company's  ability  to  raise  future  capital  through  a sale  of the
         Company's  common  stock and make it more  difficult  for  investors to
         obtain quotations or trade the Company's common stock.

                  The Company's 2002 Annual Meeting of Stockholders is scheduled
         to be held on June  18,  2002 at the  Dupont  Hotel,  11th  and  Market
         Streets,   Wilmington,   Delaware   19801  at  11:00a.m.   Only  common
         stockholders  of record at the close of business on May 7, 2002 will be
         entitled to vote at the Annual Meeting.

                  The  Company has also  called a Special  Meeting of  Preferred
         Stockholders  which  is  scheduled  to be held on June  27,  2002.  The
         location and time has not yet been  determined.  Only holders of record
         of the Company's  Series A Preferred Stock and Series B Preferred Stock
         at the close of  business  on June 5, 2002 will be  entitled to vote at
         the Special Meeting.



ITEM 6.  Exhibits And Reports On Form 8-K

     (a) Exhibits

         10.1   Employment Agreement dated as of July 1, 2001 by and between the
                Company and Robert K. Hynes, filed herewith.

     (b) Reports on Form 8-K

         Form 8-K filed on January 11, 2002

         Form 8-K filed on January 23, 2002

                                       29






                                   SIGNATURES



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                 WHX CORPORATION




                                 /s/ Robert K. Hynes
                                 -------------------
                                 Robert K. Hynes
                                 Vice President-Finance
                                 (Principal Accounting Officer)

May 14, 2002